Komplett Bank Annual Report 2021

Corporate governance Norwegian Code of Practice for Corporate Governance 1. Statement of corporate governance Good corporate governance is a key priority for the Board of Komplett Bank. The Bank seeks to maintain high standards for corporate governance which it considers to be an important prerequisite for long-term value creation. As a Norwegian public limited company listed on the Oslo Stock Exchange, Komplett Bank is subject to requirements in accordance with the Accounting Act 3-3b as well as the Oslo Stock Exchange’s “Ongoing obligations for listed companies” regarding the annual statement of principles and practices for corporate governance. The Bank follows the Norwegian Code of Practice for Corporate Governance (the “Code”), adopted by the Norwegian Committee for Corporate Governance (NUES) on 14 October 2021. The Code is built on the “follow or explain” principle, which means that companies applying the Code may deviate from individual regulations but must then provide an explanation for the deviation. Komplett Bank’s management and Board conduct an annual review of the Bank’s principles and practices relating to corporate governance. This report explains Komplett Bank’s principles for corporate governance, and how the Bank complies with the Code. There are no significant discrepancies between the Code of Practice and Komplett Bank’s practice. 2. Operations Komplett Bank may, within the framework of the legislation that applies at any given time, perform all transactions and services that are common or natural for banks to perform. This is stated in the Bank’s articles of association, which are available at www. komplettbank.no. Komplett Bank primarily offers unsecured financing to private individuals who qualify after a specific credit assessment. Komplett Bank also follows a growth strategy based on geographical distribution 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 offers point-of-sale (POS) financing products in Norway and Sweden. Deposit accounts are offered to private customers in Norway, Sweden and Germany. The Board sets clear goals, strategies and a risk profile for the Bank with a view to creating value for its stakeholders. The Bank’s goals, strategies and value creation are reviewed annually by the Board and communicated to the market through annual and quarterly reports. Komplett Bank has also prepared several guidelines that will guide the Board, management and employees in their daily work, as well as contribute to building trust and credibility internally and externally. These include guidelines for ethics, anti-corruption and money laundering, data security and whistleblowing. Corporate governance at Komplett Bank is designed to achieve the Bank’s strategic goals and at the same time safeguard the Bank’s values and ethical guidelines. An organisational structure has been established with clearly defined areas of responsibility that facilitate the overall management of the Bank. The Bank’s goals, strategies and risk profile are described in the annual report for 2021, together with an account of the Bank’s work related to ESG responsibility. 3. Share capital and dividends The Board of Directors of Komplett Bank continually assesses the Bank’s capital situation considering regulatory requirements, the Bank’s goals, strategy and the desired risk profile. Komplett Bank aims to have a total capital adequacy ratio of 21.6%, including a common equity Tier 1 capital adequacy ratio of 18.1% to provide room for manoeuvre to achieve the Bank’s financial targets. Komplett Bank had as at 31 December 2021 an equity of NOK 1,964.1 million. In accordance with established calculation rules for capital adequacy for financial enterprises, Komplett Bank’s total capital adequacy was 24.0%, while the common equity Tier 1 capital adequacy was 20.7%. The requirement for common equity Tier 1 capital is 17.0%, and the Board considers the Bank’s capital position to be strong. Komplett Bank’s Board of Directors has adopted a dividend policy to ensure that the Bank has sufficient capital to grow in selected markets in accordance with the Bank’s strategy. Surplus capital will be distributed to the shareholders in the form of dividends. Komplett Bank paid its first dividend in 2021 of NOK 0.42 per share, a total NOK 78.5 million. The Board of Directors of Komplett Bank proposes no dividend in 2022. Komplett Bank / Annual Report 2021 15

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