Composition and operation of the corporate governance body

Pursuant to the Articles of Association of NLB d.d., the Bank’s governance bodies are the Management Board, the Supervisory Board, and the General Meeting.

The Management Board of NLB consists of three to seven members, one of whom is appointed President of the Management Board (CEO). The number of Management Board members is determined by a resolution of the Bank’s Supervisory Board. The President and other members of the Management Board shall be appointed and recalled by the Supervisory Board; the President of the Management Board may propose to the Supervisory Board to appoint or recall an individual member or the remaining members of the Management Board.

The President and members of the Management Board shall be appointed for a period of five years and may be re-appointed for another term of office. The President and members of the Management Board may be dismissed prior to the expiry of their term of office in accordance with the applicable laws and the Articles of Association of the Bank. Each member of the Management Board may prematurely resign from their office by giving three months’ notice thereof.

A member of the Management Board may only be a person who meets the legally prescribed conditions for a management board member under the law governing banking and who has obtained a licence from the Bank of Slovenia or the European Central Bank, if executing the competences and tasks referred to in Article 4(1)(e) of the Regulation (EU) No. 1024/2013 for the performance of the function of a bank’s management board member under the law governing banking. The Bank assesses every candidate following its Policy governing Fit&Proper assessment prior to the appointment.

The Bank’s Management Board may appoint collective bodies and advisory bodies.

In accordance with the Articles of Association of NLB d.d., the Supervisory Board of the Bank is composed of 12 members, of which eight are representatives of shareholders and four are representatives of employees. The members who represent the shareholders’ interests shall be elected and dismissed by the General Meeting of the Bank from among the persons proposed by the shareholders or the Supervisory Board of the Bank; the members of the Supervisory Board of the Bank who represent the workers’ interests shall be elected and dismissed by the Works Council of the Bank. The members of the Supervisory Board who represent the interests of the shareholders are elected by the shareholders with ordinary majority.

The term of office of members of the Supervisory Board lasts from the day the appointment is effective (beginning of the term of office) until the end of the Bank’s Annual General Meeting which decides on the use of the distributable profit for the fourth business year since the member has begun the term of office, unless otherwise stipulated at the time of appointment of individual members. In this context, the first year shall be the business year in which the members of the Supervisory Board of the Bank began their term of office. The General Meeting may dismiss individual or all members of the Supervisory Board (shareholder representatives) even before the expiration of their term of office. A resolution on dismissal shall be valid if adopted with at least a three-quarter majority of all votes cast.

At its first meeting after appointment, the Supervisory Board shall elect from among its members a Chair and at least one Deputy Chair of the Supervisory Board. A member representing the interests of employees cannot be elected Chair or Deputy Chair of the Supervisory Board of the Bank. All of the Supervisory Board members shall be independent experts as defined by the Articles of Association of NLB d.d.

A member of the Supervisory Board of the Bank may only be a person who meets the legally prescribed conditions for a supervisory board member under the law governing banking and who has obtained a licence from the Bank of Slovenia or the European Central Bank, if executing the competences and tasks referred to in Article 4(1)(e) of the Regulation (EU) No. 1024/2013 for the performance of the function of a bank’s supervisory board member under the law governing banking. The Bank assesses every candidate following its Policy governing Fit&Proper assessment prior to the appointment.

The composition and activities of the Management and the Supervisory Boards are shown in further detail in the Corporate Governance Statement of NLB d.d., which is published in the Annual Report of the NLB Group (Financial Statements) and on these websites.