Komplett Bank annual report 2019

Corporate governance Komplett Bank ASA’s management and Board of Directors con- duct an annual review of principles and practices relating to corpo- rate governance pursuant to Section 3-3(b) of the Accounting Act and the Norwegian Code of Practice for Corporate Governance of 17 October 2018 (‘NAES’). An account is given below of Komplett Bank’s principles regarding corporate governance. Section 3-3(b) of the Accounting Act Komplett Bank’s corporate governance pursuant to Section 3-3(b) second paragraph of the Accounting Act is described below. The numbering below follows the numbering used in the section. 1. The company’s corporate governance is based on Norwegian law and the Norwegian Code of Practice for Corporate Governance of 17 October 2018 (NAES). 2. NAES is available at www.nues.no . 3. Deviations from NAES are referred to under “Norwegian Code of Practice for Corporate Governance” below. 4. A description of the key aspects of the Bank’s internal control and risk management systems relating to the financial reporting process is presented in section 10 under “Norwegian Code of Practice for Corporate Governance” below. 5. Komplett Bank’s articles of association do not contain any provisions which deviate from Chapter 5 of the Public Limited Companies Act. 6. The composition of company bodies and the key aspects of applicable instructions and guidelines for these bodies are described in sections 6, 7, 8 and 9 under “Norwegian Code of Practice for Corporate Governance” below. 7. Provisions in the articles of association which govern the appoint- ment and replacement of Directors are explained in section 8 under “Norwegian Code of Practice for Corporate Governance” below. 8. Provisions in the articles of association and powers that give the Board of Directors the right to approve the buy-back or issuing of company shares are explained in section 3 under “Norwegian Code of Practice for Corporate Governance” below Norwegian Code of Practice for Corporate Governance An account is given below of Komplett Bank’s compliance with the fifteen points of NAES, as well as deviations from the Code of Practice. 1. Corporate governance The Bank strives to maintain high standards of corporate gover- nance, which it considers to be an important prerequisite for value creation. There are no significant non-conformities between NAES and its implementation in Komplett Bank. Good corporate governance is a key area for Komplett Bank’s Board of Directors. Komplett Bank’s Board of Directors have adopted guidelines, which stipulate that the Bank must operate with high standards of ethics and integrity. A clear organisational structure has been established with clearly defined responsibilities which help to facilitate the holistic management of the Bank. Corporate governance within Komplett Bank is also aimed at achieving the Bank’s strategic objectives, while at the same time upholding the Bank’s values and ethical guidelines. Komplett Bank’s ethical guidelines establish a high standard for the Bank’s operations and provide a framework for the conduct and attitudes of the Board of Directors, the management and the employees in accordance with the applicable codes of conduct and rules at all times. The Bank’s other guidelines and routines are based on the view that good corporate governance depends on transparency and trust- based cooperation between the Bank’s shareholders, the Board of Directors, the management, employees, public authorities, other stakeholders and society at large. The Board of Directors believes that transparency and trust-based cooperation will help to increase confidence in the Bank’s operations, which is a goal in the formula- tion and implementation of the Bank’s corporate governance. 2. Operations Within the framework of the legislation that is in force at any one time, Komplett Bank may carry out all transactions and services that are common or natural for banks to perform. The Bank’s articles of association are available on Komplett Bank’s website: www.komplettbank.no. Komplett Bank primarily offers unsecured financing to private indi- viduals who are eligible, subject to a credit assessment. Komplett Bank also follows a growth strategy based on geographical distribu- tion in the Nordic region and has launched its loan products aimed at the private market in Norway, Finland and Sweden. Credit cards are offered in Norway, Finland and Sweden. The Bank also offers point-of-sale (POS) financing products and expects to generate increased volumes from this business in Norway and Sweden. 3. Company capital and dividends As of 31 December 2019, Komplett Bank had equity of NOK 1,849.5 million. According to the established calculation rules for capital adequacy for financial enterprises, as of 31 December 2019, Komplett Bank had a combined capital adequacy ratio of 22.5%, while the core tier one capital adequacy ratio was 21.2%. 12 Corporate governance