Governance

In compliance with regulation 53 of the Financial Services (Credit Institutions and Capital Requirements) Regulations 2020, the following information is made available:

Governance Arrangements

Board of Directors

Trusted Novus Bank’s (TNB’s) Board of Directors meets at least four times a year. There is a clear division of responsibility which ensures a balance of power and authority between the Chairman, who controls and directs the Board meetings and the Chief Executive Officer, who together with the Managing Director, car-ries responsibility for running TNB’s operations.

TNB’s Board presently consists of six members, four of whom, Jens C. B. Lauritzen, Adrian Olivero, Peter Caetano, and Nguyễn Thị Thiên Hương are non-executive directors. Mr. Lauritzen has held the chair since his appointment to the Board in 2001.

The remaining two directors are the Chief Executive Officer, Christian Bjørløw and the Managing Director, Lars Aarup Jensen. A clear segregation of duties exists between the two members of the Board of Management.

Oversight of strategy & risk

TNB’s Board of Directors is responsible for identifying the risks to which TNB is exposed in relation to its activities and ensuring that proper mandates, policies, authority levels, risk frameworks and systems are in place and functioning effectively. The Board of Directors encourages the taking of controlled risks, exploring new opportunities and the use of innovative approaches to further strengthen the internal control framework.

The Board oversees the establishment of authority hierarchies (delegated financial authorities and devolved responsibilities) job descriptions, specific policies and work instructions and other devices and control mechanisms. Material non-compliance with prescribed procedures constitutes in itself an unacceptable risk with zero tolerance and clearly communicated accountability.

Staff appraisals, promotional activities and other communication methods present further opportunities for conveying either directly or implicitly the corporate values of TNB.

The Board’s control over business activities

The Board’s mandate is to oversee the conduct of TNB's affairs by working with and through Management. The Board determines particularly:

  • the appetite and management of risk;
  • the management of the loan portfolio;
  • the processes for determining the adequacy of provisions for credit exposures;
  • the bank's asset/liability management;

whilst more detailed operational policy statements and standard operating procedures are developed by Management.

Assurance of the control environment

The Board receives reports and reviews from internal and external audit about the adequacy of internal control practices and ensures that identified discrepancies are remedied.

Independent audit’s assessment of the adequacy of internal controls involves a process of understanding, documenting, evaluating and testing the internal control systems in place at all levels of the organisational structure.

Nomination committee

Presently, the Board of Directors does not believe that TNB’s size, internal organization and nature, scope and complexity warrants the need for a separate Nomination Committee. The Board of Directors, as a collective, absorbs the nomination responsibilities and has identified Mr. Lauritzen as lead.

Remuneration

TNB’s Board of Directors reviews the Remuneration Policy on an annual basis to ensure that it remains suitable, relevant to the bank’s business locally, and meets TNB’s obligations to manage potential risks posed.

The main objectives of the Remuneration Policy will be to:

  • reward value-creating, competent and responsible conduct;
  • support productivity and job satisfaction;
  • promote sound and efficient risk management;
  • prevent conflicts of interest and ensure that employees' and the banks' obligation to act in the best interest of the clients is not compromised;
  • ensure basis of remuneration is compliant with all relevant regulations.

TNB does not pay variable remuneration and does not maintain a variable remuneration scheme. Hence the associated potential risks are mitigated by the fact. The bank may grant a one off-allowance for performance related to temporary/out of the ordinary tasks (for example where exceptionally high levels of effort have been put in in order to ensure successful completion of a particular project etc.).

Remuneration committee

Presently, the Board of Directors does not believe that TNB’s size, internal organization and nature, scope and complexity warrants the need for a separate Remuneration Committee. The Board of Directors, as a collective, absorbs the nomination responsibilities and has identified Mr. Lauritzen as lead.