Additional disclosures according to Article 104 of the ZBan-3

Pursuant to the provisions of Article 104 of the ZBan-3 (Paragraph 3), the Bank shall explain on its public website how it meets the requirements set out in the regulations stated in the second paragraph of Article 9 of the ZBan-3 regarding:

1. the bank’s internal governance arrangements and organisational structure;
2. the policy for selecting members of the governing body set out in Article 35 of the ZBan-3; and
3. the Remuneration Policy from Articles 189 to 191 of the ZBan-3.

The NLB must follow the provisions of the Banking Act and the Regulation on Internal Management Arrangements, Management Body and Internal Capital Adequacy Assessment Process for Banks and Savings Banks and the EBA Guidelines on internal governance. Due to the above, the NLB has developed a steady and reliable corporate governance system encompassing the following:

• a well-defined organisation with clear-cut, transparent and consistent internal relations in the area of responsibility;
• efficient procedures to determine, measure or assess, control and monitor risks, including risk appetite, risk management strategy, ICAAP, ILAAP, and risk resolving and reporting plan, to which the Group is exposed or could be exposed in its operations;
• inclusion of the main guidelines in the area of strategic risks in the annual review of the business plan, budget preparation procedure and adoption of other important decisions;
• suitable internal control mechanisms that also include appropriate administrative and accounting procedures;
• appropriate remuneration practices and policies that are in line with prudent and effective risk management, and thus also promote risk management.

The appropriateness of the internal control mechanisms is defined based on the independence, quality and applicability of:

1. the rules and controls of performance of organisational, business and work processes of the Bank (internal controls), and
2. the internal control functions and departments (internal control functions).

The internal control system is detailed in the Corporate Governance Statement of NLB d.d. which is published on the Bank’s website and in the Business Report of the NLB Group Annual Report and on the website of the Ljubljana Stock Exchange (seonet.ljse.si).

The Amendments to the Policy on the selection of suitable candidates for members of the Management Board of NLB d.d. were adopted at the meeting of the Supervisory Board of NLB d.d. held on 08/03/2019. The existing criteria (adequately wide range of knowledge, skills and experience) based on which the Management Board of NLB d.d. must be composed were supplemented with the following criteria: reputation, management of any conflicts of interest, independence, available time and collective suitability of the Management Board of NLB d.d. as a whole.

When selecting members of the Management Board of NLB d.d., it is necessary to ensure collective suitability. The criterion of representation of both genders was added to the existing criteria. It is essential in the process of searching and selecting a Fit&Proper candidate to ensure a wide range of potential candidates with the aim of ensuring collective suitability and efficiency of the Management Board of NLB d.d. as a whole; the procedure of potential selection of external headhunting agencies is managed in accordance with the internal procurement rules.

The said policy is explained in further detail in the disclosures in accordance with Pillar 3 of the Basel standards for the NLB Group (in line with Article 435(2)(c) of the CRR), which is a separate document published annually by the Bank in addition to the NLB Group Annual Report on the Bank’s website.

The Amendments to the Policy on the selection of suitable candidates for members of the Supervisory Board of NLB d.d. were adopted at the General Meeting of NLB d.d. held on 10/06/2019. The existing criteria (adequately wide range of knowledge, skills and experience) based on which the Supervisory Board of NLB d.d. must be composed were supplemented with the following criteria: reputation, management of any conflicts of interest, independence, available time and collective suitability of the Supervisory Board of NLB d.d. as a whole.

When selecting members of the Supervisory Board of NLB d.d. it is necessary to ensure collective suitability. The criterion of representation of both genders was added to the existing criteria. It is essential in the process of searching and selecting a Fit&proper candidate to ensure a wide range of potential candidates with the aim of ensuring collective suitability and efficiency of the Supervisory Board of NLB d.d. as a whole; the procedure of potential selection of external headhunting agencies is managed in accordance with the internal procurement rules.

The said policy is explained in further detail in the disclosures in accordance with Pillar 3 of the Basel standards for the NLB Group (in line with Article 435(2)(c) of the CRR), which is a separate document published annually by the Bank in addition to the NLB Group Annual Report on the Bank’s website.

The Policy on the provision of diversity of the management body and senior management in NLB d.d. was adopted at the General Meeting of NLB d.d. on June 20, 2022. With the amendment of this policy, the scope of obligated parties was expanded, and the foundations and objectives of the policy, as well as their implementation, were established.

With the Policy on the provision of diversity of the management body and senior management in NLB d.d., frameworks have been established in the areas of diversity and gender representation within the management and supervisory bodies (Supervisory Board and Management Board) and senior leadership. The process for selecting and appointing candidates is also defined (more precisely outlined in the Policy for Selecting Suitable Candidates for the Supervisory Board and the Policy for Selecting Suitable Candidates for the Management Board), ensuring that the management body as a whole possesses the necessary knowledge, skills, and experience required for a deep understanding of the bank’s strategy, challenges, and risks. Additionally, this policy sets the diversity frameworks regarding education, knowledge, skills and experience, age, gender, international experience, personal integrity, continuity in the composition of the management body and senior leadership, and geographical provenance.

The Nomination Committee of the Supervisory Board reviews the diversity policy and its implementation annually, sets goals for the following year, and prepares potential improvement proposals, which are approved by the Supervisory Board. Similarly, the Management Board ensures diversity within senior leadership.

The specific goals of the Diversity policy and the level of their achievement are detailed in the Statement on Governance of NLB d.d. (published on this website), as well as in the Human Resources Management chapter (in the Annual Report of the NLB Group), and in the Disclosures under the 3rd Pillar of the Basel Standards for the NLB Group, which is a special document published annually by the bank alongside the Annual Report of the NLB Group.

In accordance with ZGD-1 regulations, the bank is required to submit the revised RP for voting at the upcoming General Assembly of NLB d.d., which will be held 17.6.2024, due to the third version of the Remuneration Policy of members of the Supervisory Board of NLB d.d. and members of the Management Board of NLB d.d. (hereinafter: RP) were submitted to the General Assembly of NLB d.d. on its session in December 2023, where was voted against.

Changes of RP were prepared based on the comments of the stakeholders (ISS, Glass Lewis) and additional proposals of the members of the management body. Based on these guidelines the significant changes of the fourth version of the Remuneration Policy are as follows:

• clearer wording was introduced in the definitions and elsewhere in the Remuneration Policy;
• the definitions are used more consistently throughout the Remuneration Policy;
• the maximum total rental cost for company car provided to the Management Board member was increased to EUR 2,100.00 per month;
• in relation to guaranteed variable remuneration a stipulation was added that there will be no obligation on the Bank to pay any guaranteed variable remuneration in circumstances when the Supervisory Board has decided to not pay any Variable Remuneration to the Management Board members due to Bank capital and liquidity considerations;
• the stipulations on retention bonus have been removed;
• the properties of the Instrument that is usually used for Variable Remuneration were supplemented with yields equal to the dividends of the NLB d.d.’s share; the yields are however limited to the limits, stipulated by applicable regulations; further, any yields payable under an individual Instrument prior to the handing over of such individual Instrument to the member of the Management Board shall be treated as received and owned by the Bank and shall not be paid to the member of the Management Board (or to any later holder of the Instrument);
• more detailed indicators for measuring performance in relation to LTI were introduced;
• the possibility of awarding compensation for early termination of the term of office in case of resignation of a Management Board member has been removed.

The Supervisory Board of NLB d.d. adopted the Fourth Version of the Remuneration Policy on 22/04/2024. The General Meeting of Shareholders of NLB d.d. on 17/06/2024 voted for the Remuneration Policy for the Members of the Supervisory Board of NLB d.d. and the Members of the Management Board of NLB d.d., whereby the vote on this resolution is of a consultative nature.

Archive:

Remuneration Policy for the Members of the Supervisory Board of NLB d.d. and the Members of the Management Board of NLB d.d. - Version 3

Remuneration Policy for the Members of the Supervisory Board of NLB d.d. and the Members of the Management Board of NLB d.d. - Version 2

Remuneration Policy for the Members of the Supervisory Board of NLB d.d. and the Members of the Management Board of NLB d.d. - Version 1

The Employee Remuneration Policy of NLB d.d. and the NLB Group was adopted at the meeting of the Supervisory Board of the Bank on 26/11/2021. It has been aligned with the amended provisions of the ZGD-1, ZBan-3 and the Guidelines on sound remuneration policies.

In accordance with the provisions of the third paragraph of Article 104 of the ZBan-3, the Employee Remuneration Policy of NLB d.d. and the NLB Group is disclosed in more detail in the section on Human Resources Management (in the NLB Group Annual Report) as well as in the Disclosures under the third pillar of the Basel standards for the NLB Group (in accordance with Article 435(3)(c) of the CRR) which is a special document that the Bank publishes annually in addition to the Annual Report of the NLB Group.

In accordance with the Article 104, Para.4 of the Banking act (ZBan-3) the bank published the description of the legal and organizational structure of the banking group, the regulations regarding the relationship of close connection and the management of the NLB Group on the NLB Group's website.