9. The work of the Board of Directors The Board of Komplett Bank shall ensure a sound organisation of the business. The Board adopts plans and budgets as well as guidelines and necessary authorisations for the Bank’s activities and ensures that the company has appropriate systems in place for risk management and internal control. The Board keeps informed on an ongoing basis about the company’s financial position when reviewing and approving quarterly and annual reports as well as monthly reviews of Komplett Bank’s financial position and development. The Board monitor and manage the Bank’s overall risk. Furthermore, the Board shall regularly assess whether the Bank’s management and control routines are adapted to the level of risk and the scope of the business. The Board of Directors has approved up a set of instructions for the Board’s responsibilities and duties, The Board has prepared an instruction for the Board’s responsibilities and tasks, which matters are to be dealt with by the Board, as well as procedures and rules. In accordance to article 9 in the Norwegian code of practice, the board instructions describes how the Board should process agreements with related parties. The BoD report should contain information if such agreements are made. The purpose is to be transparent of any potential conflict of interest. The Board also establishes an annual plan for its work. The Board has also established instructions for the day-to-day management of the Bank. The CEO is responsible for ensuring that the Board’s adopted goals, frameworks, guidelines and authorisations for the Bank’s risk management and internal control are observed, including ensuring that senior executives implement and document necessary internal control measures to identify, measure, monitor and control risk as well as provide the Board with relevant and timely information that is important for the Bank’s risk management and internal control. The CEO is also responsible for ensuring compliance with the Bank’s policies and guidelines, as well as with the Board’s decisions. The Bank has adopted special procedures regarding notification and impartiality where Board members and/or management have a personal or financial interest in transactions the Bank enters into. Before a case that is of particular importance to Board members or company management, or any related parties, is handled, the person who is not eligible to participate in the handling of the case or the decision must declare his/her ineligibility and refrain from all further involvement in the case. The same follows from the Bank’s ethical guidelines. Board committees The Board has established an audit and risk committee consisting The Board has established an audit and risk committee consisting of two external Board members, in which the CEO and CFO participate from the administration. The committee makes thorough assessments of the Bank’s risk management and internal control as well as the Bank’s financial position, including financial reporting. The audit and risk committee shall further ensure that the Bank has an independent and efficient external and internal audit and satisfactory financial reporting in accordance with laws and regulations. At the end of 2022, the committee consisted of Bodil Palma Hollingsæter (chair) and Stig Eide Sivertsen. 8 meetings of the audit and risk committee were held in 2022, with both members present. The Board has also established a remuneration committee consisting of up to 2 Board members and an employee representative, who are independent of the company’s management. The remuneration committee is responsible for preparing and proposing Komplett Bank’s remuneration scheme to the Board and shall ensure that it contributes to promoting and providing incentives for good management and control of the Bank’s risk, counteracts high risk-taking and contributes to avoiding conflicts of interest. The remuneration scheme is designed in accordance with the requirements applicable at any given time for financial enterprises in law and regulations. In accordance with the Public Limited Liability Companies Act 6-16a, the Board prepares a statement on the determination of the salaries for the CEO and other senior executives. At the end of 2022, the remuneration committee consisted of Stig Eide Sivertsen (chair), Nishant Fafalia (member) and Jonna Kyllönen (member). A management remuneration report is prepared in accordance with section 6-16b of the Public Limited Companies Act, and is published simultaneously with the annual report on ir.komplettbank.com.. 10. Risk management and internal control Risk management and internal control form a central part of Komplett Bank’s strategy and operations. The Bank has implemented guidelines and procedures to ensure that risk management and internal control are appropriate and sufficient considering the level of risk and scope of the business. The Board of Directors of Komplett Bank is responsible for ensuring that the Bank has regulatory capital that is appropriate for the risk profile adopted and regulatory requirements. Risk management and internal control also form a key part of the Bank’s assessment of the capital requirements in the short and long term, where risks associated with the business and potential risks are included in the assessment. 18 Corporate governance
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