Komplett Bank Annual Report 2020

activities are conducted, including by the Financial Supervisory Authority of Norway in Norway, in addition to control from the Bank’s own control bodies and external auditor. Risk management and internal control The areas of responsibility of the Board and the CEO are defined in the Board instructions and the instructions to the CEO, respectively. In addition, the Bank has a clear organisational structure with clearly defined roles and areas of responsibility for the Bank’s risk management and internal control. Risk assessment is part of the Bank’s management responsibility, where the department heads are responsible for identifying, assessing and managing risks related to their area that may affect the Bank’s ability to achieve its goals. These assessments are regularly reported to the CEO. The responsibility for the Bank’s special control functions for risk and internal control lies with the Bank’s risk control function and the compliance officer. The risk control function shall ensure that all significant risks in the company are identified, handled and reported by the relevant units in Komplett Bank. The risk control function reports directly to the Board in cases where the Board does not receive the necessary information in the normal internal reports or notifies the Board in cases where identified risks affect or may affect the Bank negatively. The compliance officer is responsible for performing independent control, reporting and monitoring the Bank’s compliance with internal and regulatory requirements, and reports directly to the CEO and the Board. The bank has also established a balance sheet committee, which exercises the overall management of the Bank’s liquidity risk level. The committee prepares, i.a., proposals to the Board of Directors for changes in the Bank’s financial policy and decides on investment strategies and changes in the terms of the Bank’s deposit products as well as follows up internal control and reporting. The committee is also responsible for preparing matters for the Board regarding the internal capital assessment process (ICAAP), including judging capital requirements, and the Bank’s contingency plan for liquidity. The committee consists of the CEO, CFO, credit and collection director, IT and marketing director and the product director for credit cards, and is chaired by the CFO. The CEO, CFO, credit and debt collection director and IT and market- ing director make up the Bank’s credit committee. The compliance officer has the right to attend, but not the right to vote. The commit- tee is chaired by the director of credit and debt collection. The credit committee shall, among other things, approve proposals to the Board of Directors regarding changes to the Bank’s credit policy, decide on the delegation of credit authorisations and change or establish new credit routines and credit processes. Furthermore, the committee shall follow up internal control and submit regular reports regarding the Bank’s exposure and management of credit risk. In 2019, the Board established an internal audit function as part of the work to ensure good internal control and identify risks. EY was elected as an independent internal auditor. The role of the internal audit is to check that the Bank is organised and operated in a responsible manner and in accordance with current requirements for the business. Matters that are considered unsatisfactory must be reported to the audit and risk committee and the general manager. The internal auditor performs his audit in accordance with annual audit plan approved by the Board and instructions estab- lished by the Board. Financial reporting Komplett Bank’s CFO is responsible for the finance department and shall always maintain an overview of the Bank’s financial position and prepare accounts and reports, including preparing the financial reporting to public authorities and conducting ongoing manage- ment and control of the Bank’s total liquidity and financial risk. The CFO is also responsible for ensuring that the accounting process takes place in accordance with current regulations, including IFRS. The Board receives periodic reports on the company’s financial results, as well as quarterly reports in connection with the Bank’s earnings reports. The auditor participates in meetings with the audit and risk committee and the Board meeting related to the presenta- tion of the preliminary annual accounts. The finance department is responsible for risk management related to market risk, liquidity risk, financial risk and counterparty risk outside the lending business. The finance department is responsible for complying with risk decisions adopted in the Bank’s finance policy, which are adopted by the Board of Komplett Bank. The policy sets the framework for what the board considers to be a satisfactory risk profile and shall contribute to appropriate risk management and internal control, and thus ensure regular reporting and monitoring. Information on the Bank’s most important risk factors is described in the Board’s annual report and note 18 to the annual accounts. 11. Remuneration to the board The Board’s remuneration is determined by the general meeting based on a recommendation from the nomination committee. Remuneration to the Board of Directors is not performance-de- pendent or dependent on the performance of the Bank’s shares. No options are issued to the Board members, and the sharehold- er-elected Board members are not entitled to a pension scheme or severance pay from the company. None of the shareholder-elected Board members have duties for the Bank beyond the Board position. The Board members are encouraged to own shares in the Bank, and the Board members must follow the general insider rules for share trading. Reference is made to note 14 in the annual accounts for an overview of shares owned by Board members. The remuneration to the Board is explained in more detail in the annual report, note 11. 20 Corporate governance