Supervisory Board

The Supervisory Board exercises permanent oversight over the day‑to‑day management of the bank carried out by the Management Board.

The Supervisory Board consists of 8 members, appointed by the General Meeting of Shareholders for four‑year terms, with the possibility of being re‑elected for additional terms.

The activity of the Supervisory Board is regulated by Romanian legislation in force and governed by the provisions of the Bank’s Articles of Association (Art. 15).

• Establishing the exact number of Management Board members and their responsibilities;
• Appointing and dismissing members of the Management Board;Verifying compliance with the law, the Articles of Association, and resolutions of the General Meeting regarding the Bank’s management activities;
• Presenting, at least once a year, a report to the General Meeting of Shareholders regarding the supervisory activity carried out;
• Calling the General Meeting of Shareholders in exceptional situations, when required by the Bank’s interests;
• Establishing advisory committees required by law, and other committees deemed necessary for carrying out the Bank’s activities. These committees shall be composed of members of the Supervisory Board;
• Adopting and periodically reviewing the general principles of the remuneration policy, as well as overseeing its implementation. Direct supervision of the remuneration of the heads of risk management and compliance functions.

Audit Committee

The objectives of the Audit Committee are to improve the Bank’s activity (that is, to develop and maintain good practices in operational administration) and to assist the Bank’s Management Board and Supervisory Board in fulfilling their responsibilities.

The Audit Committee acts as an interface between the Bank and the statutory auditor or audit firm and plays an important role in ensuring transparency in the Bank’s relationship with its shareholders. The statutory auditor or audit firm reports to the Audit Committee on key findings from the statutory audit, particularly significant deficiencies in internal controls related to the financial reporting process.The Audit Department informs the Audit Committee periodically about audit activities carried out.

The Audit Committee reviews summaries of internal audit reports and informs the Management Board regarding appropriate decisions to improve the Bank’s activity and internal controls, based on the recommendations included in internal audit reports.

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

The Audit Committee consists of 3 members of the Supervisory Board:

Mihaela Mitroi – Chair

Pedro Miguel Weiss – Member

Hannes Mösenbacher – Member

Nomination Committee

The Nomination Committee identifies and recommends to the Supervisory Board or the General Meeting of Shareholders of Raiffeisen Bank S.A. candidates for vacancies within the Management Board and the Supervisory Board, and periodically evaluates the balance of knowledge, skills, diversity, and experience within the Supervisory Board and the Management Board, as well as the knowledge, competencies, and experience of each member of both governing bodies and of the leadership bodies as a whole.

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

The Nomination Committee consists of 3 members of the Supervisory Board:

Claudia Patricia Pendred – Chair

Pedro Miguel Weiss – Member

Johann Strobl – Member

Remuneration Committee

The Remuneration Committee is responsible for preparing decisions regarding remuneration, including those with implications for risk and risk management, which must be taken by the Supervisory Board.

The Remuneration Committee is also responsible for decisions regarding the remuneration of members of the Management Board and the Supervisory Board, in accordance with the resolutions of the General Meeting of Shareholders.

In preparing such decisions, the committee must take into consideration the long‑term interests of shareholders, investors, and other stakeholders in the credit institution.Responsibilities, organization, and operating procedures are defined in the Rules of Organization and Functioning of Raiffeisen Bank S.A.

The Remuneration Committee consists of 3 members of the Supervisory Board:

Mihaela Mitroi – Chair

Claudia Patricia Pendred – Member

Johann Strobl – Member

Risk Committee of the Supervisory Board

The Risk Committee advises the Supervisory Board and Management Board on the Bank’s risk appetite and risk management strategy and assists in supervising the implementation of that strategy.

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

The Risk Committee consists of 3 members of the Supervisory Board:

Pedro Miguel Weiss – Chair

Claudia Patricia Pendred – Member

Hannes Mösenbacher – Member