Management Board

The Management Board ensures the day‑to‑day management of the bank and consists of 7 members appointed by the Supervisory Board for terms of up to 4 years, with the possibility of being reappointed for additional periods.

The activity of the Management Board is regulated by current Romanian legislation and governed by the provisions of the Bank’s Articles of Association (Art. 16).

The Management Board:

• Holds all management, disposition, and authorization powers for all transactions within the Bank’s activity, and is responsible for monitoring the adequate and efficient functioning of the internal control system, except for powers granted exclusively to the Supervisory Board and/or the General Shareholders’ Meeting;
• Takes measures to implement all decisions related to the Bank’s activity plan and budget;Approves the Organization and Operating Regulation (ROF);
• Approves the Bank’s Organizational Chart and the internal structure of departments;Approves the Collective Labour Agreement (CLA);
• Appoints and dismisses managers within the Central Administration and territorial units, setting the corresponding remuneration — this authority is delegated to the Vice President coordinating the Retail Division for the territorial network units;
• Approves the acquisition/sale/disposal of assets;
• Approves the establishment/closure of subsidiaries
• ;Approves capital increases/decreases of subsidiaries;
• Approves investments/divestments in other companies or financial institutions;
• Establishes competencies related to lending (limits for the Credit Committee);
• Approves loan terms for parties in special relation with the Bank;
• Defines staffing levels and approves the Bank’s remuneration policy;
• Approves lending rules for Bank employees;
• Approves the establishment of legally required committees and other subordinate committees, and ratifies their decisions;
• Approves/reviews the Bank’s strategies and policies (including those related to risk) and submits for approval to the Supervisory Board’s Risk Committee the Risk Strategy, Risk Profile, Risk Manual, and the results of the annual risk assessment;
• Exercises any other express competencies provided by legal regulations (competencies that cannot legally be delegated).

• To the Credit Committee — implementation of lending policies within granted competencies and management of credit risk.
• To the Risk Committee — oversight of the implementation and observance of the “General Principles of Risk Management” at Raiffeisen Bank S.A., except liquidity and market risk (delegated to ALCO) and credit risk (delegated to the Credit Committee).
• To the Assets and Liabilities Committee (ALCO) — balance sheet management, general financial policy setting, liquidity and market risk limit monitoring, and pricing strategy approval (interest rates, commissions, fees).
• To the Norms and Procedures Committee — approval of norms and procedures applied within the Bank.

Assets & Liabilities Committee (ALCO)

The Assets & Liabilities Committee is responsible for managing the Bank’s balance sheet to ensure sustainable profitability and solvency. It manages assets and allocates funding sources by aligning growth and profitability objectives with funding needs and capital constraints.

From a risk management perspective, ALCO:

Sets strategies for managing funding, liquidity, interest rate risk, and market risk, as well as capital planning;

Establishes guidelines to meet applicable regulatory requirements;

Forms a solid framework for managing the Bank’s various risks;

Approves pricing strategies (interest rates, fees, and commissions).

ALCO composition (voting members):

Bank President – ALCO Chair

Vice President, Capital Markets & Personal Financial Planning – ALCO Vice-Chair

All other Management Board members

Director of Trading & Capital Markets Sales – Member

Director of Treasury – MemberDirector of Group Risk Control & Portfolio Management – Member (voting only in the CRO's absence)

Significant Risks Management Committee (CARS)

CARS approves the “General Principles of Risk Management” and the principles of the internal control system, ensuring—through appropriate risk‑management policies, standards, and methods—that risks are maintained within well‑defined limits.
By supervising the implementation of these policies, standards, and methodologies, CARS ensures that risks are accepted/assumed within the Bank’s risk appetite.

The responsibilities, organization, and operating procedures of CARS are defined in the Rules of Organization and Functioning of Raiffeisen Bank S.A.

CARS Composition:

President of the Bank – Chair of CARSAll other members of the Management Board

Directors of the following departments: Operations, Compliance, Group Risk Control and Portfolio Management, Human Interaction, Sales Channels, IT Core Head of the Bank Security Department.

The Directors of Human Interaction Sales Channels, IT Core, and the Head of the Bank Security Department will participate only in CARS meetings dedicated to operational risk and the internal control system.

Credit Committee (CC)

The Credit Committee is established and operates as a decision‑making body regarding exposures for the following types of clients: Corporates, Specialized Financing, SMEs, Financial Institutions, Regional and Local Authorities, etc., as delegated by the Management Board, in accordance with the Statute on Credit Approval Competencies for the Management Board of Raiffeisen Bank S.A.

The CC is responsible for ensuring compliance with all relevant internal regulations applicable to entities within the Raiffeisen Bank International AG Group (“the Group”), including—but not limited to—Group Policies, Local Credit Risk Policies, and the principles and standards described in the Group’s Credit Manuals for the respective segments.

The responsibilities, organization, and operating procedures of the CC are defined in the Rules of Organization and Functioning of Raiffeisen Bank S.A.

Composition of the Credit Committee (CC):

Vice President, Coordinator of the Risk Division (CRO) – Chair of the CC

Director of the Non‑Retail Credit Risk Department or Head of the Corporate Credit Risk Department
(only in the absence of the CRO or the Executive Director of Non‑Retail Credit Risk) – Vice Chair

President, Coordinator of the President’s Division – Member

Vice President, Coordinator of the Capital Markets & Personal Financial Planning Division – Member

Vice President, Coordinator of the Retail Division – Member

Vice President, Coordinator of the Corporates & Investment Banking Division – Member

Vice President, Coordinator of the Operations & IT Division – MemberVice President, Coordinator of the Financial Control & Accounting Division – Member

Director, Legal & Corporate Governance Department – Member

Director, Restructuring & Recovery Department – Member

Director, Structured & Project Finance Department – Member

Problem Loans Committee (PLC)

The Problem Loans Committee is established and operates as a decision‑making body regarding problematic exposures, and has the authority to approve: the first applications immediately after transfer to the Restructuring and Recovery Department, credit restructuring applications, restructuring/recovery strategies, debt sales, credit reviews, debt write‑offs, creation and release of provisions (IFRS),for all types of clients.

The responsibilities, organization, and operating procedures of the PLC are defined in the Rules of Organization and Functioning of Raiffeisen Bank S.A.

Composition of the Problem Loans Committee (PLC):

Vice President, Coordinator of the Risk Division (CRO) – Chair of the Problem Loans Committee

Director, Restructuring and Recovery Department – Vice Chair of the Problem Loans Committee

President, Coordinator of the President’s Division – Member

Vice President, Coordinator of the Capital Markets & Personal Financial Planning Division – Member

Director, Legal & Corporate Governance Department – Member

Director, Retail Risk Department – Member

Director, Non‑Retail Credit Risk Department – Member

General Director of Raiffeisen Leasing (only for problematic exposures belonging to Raiffeisen Leasing)

Norms and Procedures Committee

The Norms and Procedures Committee approves the norms, procedures, and other regulations within the Bank and ensures that they are aligned with operational requirements and compatible with other internal and external regulations.

The only regulations that may be issued outside the authority of the Norms and Procedures Committee (CNP) are:Orders of the President,Decisions of the Supervisory Board,Decisions of the Management Board.

The responsibilities, organization, and operating procedures of the Norms and Procedures Committee are defined in the Rules of Organization and Functioning of Raiffeisen Bank S.A.

Composition of the Norms and Procedures Committee

Vice President Operations & IT – Chair of CNP

Vice President Financial Control & Accounting

Vice President RiskDirector, Operations Department

Director, Human Interaction Sales Channels Department

Director, Transactional Services Department

Security Council

The Security Council of Raiffeisen is the decision‑making forum for security matters within Raiffeisen Bank Romania. The Security Council proposes the Bank’s security strategy to the Management Board, decides on security policies, and represents the expression of the support and attention that top management gives to security matters within the organization.

The Security Council provides an interdisciplinary framework in which potential cross‑departmental issues and conflicts of interest related to security are resolved.

The Security Council’s role is to increase the visibility of the security function within the organization and, at the same time, to bring to top management’s attention the current status and risks related to security.

The responsibilities, organization, and operating procedures of the Security Council are defined in the Rules of Organization and Functioning of Raiffeisen Bank S.A.

Composition of the Security Council

Vice President (Operations & IT) – Chair of the Council

Vice President Risk (Chief Risk Officer)

Chief Security Officer

Chief Information Security Officer

Director, IT Core Department

Director, IT Delivery Department

Investment Committee

The Investment Committee is responsible for validating and monitoring the investment strategy that underpins the Investment Advisory Service. The Investment Advisory Service complies with the rules established by supervisory authorities and is carried out in accordance with the procedure governing investment advisory services for FWR clients.

The Investment Committee approves:

The main portfolios (master portfolios) for which investment advisory services are offered;

The product categories (asset classes) that may be included in the model portfolios associated with each master portfolio, based on the DRM framework and group regulations;

The maximum risk limits that a model portfolio must adhere to, according to the client’s investment profile as assessed through the suitability questionnaire;

The strategic and tactical allocation at the asset‑class level.

The responsibilities, organization, and operating procedures of the Investment Committee are defined in the Rules of Organization and Functioning of Raiffeisen Bank S.A.

 

Composition of the Investment Committee

Retail Chief Investment Officer (RCIO) – Chair

Vice President, Retail Division

Vice President, Capital Markets & Personal Financial Planning Division

Tribe Lead, Acquisition & Engage Tribe

Director, Personal Financial Planning Department

Director, Trading & Capital Markets Sales Department

Director, Economic & Sector Research Department

Department Manager, Securities Services Department

Investment Specialist, FWR Division

Director, FWR Division

Product Governance Committee

The Product Governance Committee manages the Bank’s Product Governance Process (PGP) for financial instruments and products offered to specific market segments, regardless of the distribution method—whether execution-only, advisory, or non-advisory.

The responsibilities, organization, and operating procedures of the Product Governance Committee are defined in the Rules of Organization and Functioning of Raiffeisen Bank S.A.

Composition of the Product Governance Committee

Department Manager, Capital Markets Product Management & Support Activities Department – Chair of the Committee

Retail Chief Investment Officer (RCIO) – Member

Tribe Lead, Acquisition & Engage Tribe – Member

Department Manager, Securities Services Department – Member

Director, Compliance Department – Member

Director, Legal and Corporate Governance Department – Member

Tribe Lead, SME Tribe – Member

Director, Large Corporates Department – Member

Director, Regional Corporates and Public Sector Department – Member

Director, Financial Institutions Department – Member

Director, Group Risk Control & Portfolio Management Department – Member

Director, Personal Financial Planning Department – Member

Know Your Customer Committee (KYC)

The KYC Committee (“the Committee”) approves the initiation or continuation of business relationships with clients (from all segments) who present a high risk or very high risk of money laundering and terrorist financing, who have previously received conditional positive opinions from the Compliance Department, or cases requiring an extension of the deadline for updating the Bank’s client data (across all segments), in situations escalated for approval (a competency delegated by the Management Board).

The responsibilities, organization, and operating procedures of the Know Your Customer (KYC) Committee are defined in the Rules of Organization and Functioning of Raiffeisen Bank S.A.

The Committee is structured by client categories—retail and non‑retail—and operates across two approval levels:

KYC Committee Retail – Level 1

KYC Committee Non‑Retail – Level 1

KYC Committee – Level 2

 

Composition of the KYC Committee — Non‑Retail Level 1:

Director, Compliance Department – Member

Director, Large Corporates Department – Member

Director, Regional Corporates & Public Sector Department – Member

Director, Legal & Corporate Governance Department – Member

Director, Financial Institutions Department – Member
(only for clients belonging to the Financial Institutions segment)

Composition of the KYC Committee — Retail Level 1:

Manager, Anti‑Money Laundering & Compliance Department – Member

Tribe Lead, Customer Interactions Tribe – Member

Tribe Lead, SME Tribe – Member

Director, Legal & Corporate Governance Department – Member

Tribe Lead, Acquisition & Engage Tribe – Member

Director, FWR Department – Member
(only for FWR and Premium Invest client segments)

Composition of the KYC Committee — Level 2:

Vice President Risk – Chair

Vice President Corporates & Investment Banking – Member

Vice President Retail – Member

Vice President Capital Markets & Personal Financial Planning – Member
(temporary structure of KYC Level 2 until the National Bank of Romania approves the new Vice President of the Management Board coordinating the Retail Division)

Retail Customer Relationship Management Committee (CRM)

The Retail CRM Committee is a governing body for Retail Management within RBRO. It was established to define the strategy, standards, and objectives for Retail CRM.

The Committee aims to ensure an integrated and synchronized approach to achieving local growth objectives and improving CRM activities.

The Retail CRM Committee does not approve local CRM budgets or the funding of local CRM projects; these fall under the bank’s budgeting process.

RBRO’s Management Board has established the Retail CRM Committee with authority to: define quarterly and medium‑term objectives and key outcomes related to Retail CRM activities; decide on business priorities and growth opportunities within the CRM area; adjust and parameterize the three domains of the CRM operational model.

Committee Members:

Management Board Member, Vice President Retail – Chair of the Retail CRM Committee

CRM Stream Lead

Director, Human Interaction Sales Channels Department

Tribe Lead, Acquisition & Engage Tribe

Tribe Lead, SME Tribe

Tribe Lead, Service Design & User Experience Tribe

Tribe Lead, Retail Lending Tribe

Vice President, Capital Markets & Personal Financial Planning Division

Director, Personal Financial Planning Department

Director, Marketing, Communication & Customer Experience Department

Employee Contest Approval Committee

The Employee Contest Approval Committee has delegated responsibility from the Management Board for approving contests with a budget of up to EUR 200,000 per contest, organized within RBRO, in compliance with the Total Remuneration Policy.
Contests with budgets exceeding this limit must also be approved by the Management Board.

The responsibilities, organization, and operating procedures of the Employee Contest Approval Committee are defined in the Rules of Organization and Functioning of Raiffeisen Bank S.A.

Responsibilities of the Committee

Reviewing contest proposals;

Approving or rejecting the implementation of contests submitted for the Committee’s consideration.

Committee Composition

Stream Lead, Rewards & Benefits – Chair

Manager, General Compliance Department – Member

Manager, Operational Risk Department – Member

Sustainability Council (CdS)

The RBRO Management Board has established the Sustainability Council as the final decision‑making body for ESG and Sustainability strategies, policies, and commitments.

The Sustainability Council serves as the decision‑making authority for all ESG‑related and sustainability strategies, policies, and commitments. It oversees and monitors the company’s performance in the areas of ESG and sustainability (without prejudice to the competencies of the RBRO Supervisory Board and the RBRO Management Board, as defined by the bank’s structure and legal and regulatory framework).

The responsibilities, organization, and operating procedures of the Sustainability Council are defined in the Rules of Organization and Functioning of Raiffeisen Bank S.A.

Composition of the Sustainability Council:

President of the Management Board – Chair of the Sustainability Council

Vice President, Financial Control & Accounting – Member

Vice President, Risk (CRO) – Member

Vice President, Corporates & Investment Banking Division – Member

Vice President, Capital Markets & Personal Financial Planning Division – Member

Vice President, Retail Division – Member

Vice President, Operations & IT Division – Member