General legal information
Credit Europe Bank NV was established as a public limited company (naamloze vennootschap) in Amsterdam on 24 February 1994.
The company has registered shares and is not listed on any stock exchange.
The total issued and fully paid up share capital of Credit Europe Bank at the end of 2011 amounted to EUR 429.5 million.
Credit Europe Bank as a parent bank
Currently Credit Europe Bank NV directly owns six banking subsidiaries in Russia, Switzerland, Romania, Ukraine, Turkey and Dubai,
and two leasing companies in Ukraine and Russia. To underpin its central function, the bank applies a functional reporting structure:
local managers in the subsidiaries must maintain a direct reporting line to the ‘functional’ head of the respective department in Amsterdam.
This structure applies to departments such as Internal Audit, Compliance, Treasury (asset liability management), Credits, Risk Management,
IT, Financial Control, Retail Banking and Corporate Banking. Moreover, the General Manager of each subsidiary has a direct reporting line
to the CEO of Credit Europe Bank.
Since mid 2010, the General Managers of the bank’s subsidiaries and the members of the Managing Board have met on a regular basis.
The main purpose of these meetings is to share knowledge and experience, to align group policies and to contemplate on the bank’s strategy and budgets.
Furthermore, to support and monitor global business policies, some Supervisory – and the Managing Board
members of Credit Europe Bank NV have a seat in the Supervisory Board or Board of Directors of a banking subsidiary.
Overview of board memberships in the subsidiaries as of May 2012:
| CEB NV | CEB Russia | CEB Romania | CEB Suisse | CEB Ukraine | CEB Dubai | Fibabanka | ||
| CEB Supervisory | ||||||||
| Board members: | ||||||||
| Hector de Beaufort | ||||||||
| Hüsnü Özyeğin | ||||||||
| Fevzi Bozer | ||||||||
| Onur Umut | ||||||||
| Mehmet Gulesci | ||||||||
| Murat Özyegin | ||||||||
| Frits Deiters | ||||||||
| CEB Managing | ||||||||
| Board members: | ||||||||
| Murat Basbay | ||||||||
| Scott Cheung | ||||||||
| Umut Bayoglu | ||||||||
| Senol Aloglu | ||||||||
| Levent Karaca |
The total issued share capital of Credit Europe Bank of EUR 429.5 million is fully paid by Credit Europe Group NV (CEG), a holding company established in The Netherlands. CEG's shares are majority owned by FIBA Holding AS, which company in its turn is controlled by Hüsnü M. Özyeğin.
Banking supervision
Credit Europe Bank has had a full banking license in The Netherlands since 1994. The Dutch Central Bank (De Nederlandsche Bank) is the consolidated prudential supervisor: its supervision extends to the activities of the NV in The Netherlands as well as to the banking activities of its subsidiaries.
Furthermore, Credit Europe Bank is registered as financial services provider with the Authority for Financial Markets (Autoriteit Financiële Markten) in The Netherlands.
Regulations
Although Credit Europe Bank is not listed, it voluntarily supports and applies, to a large extent, the best practices of the Dutch Corporate Governance Code, mindful of its role as a financial institution in The Netherlands. This is also in line with the recommendation from the Dutch Central Bank for non-listed banks to apply these best practices.
Not only is the Dutch Central Bank the supervisor of Credit Europe Bank, it is also its regulator. The provisions in the Regulations and Policy Rules issued by the Central Bank apply to the bank to the fullest extent. Subjects range from solvency requirements to remuneration policy.
Subsequently, Credit Europe Bank is subject to the provisions of the Dutch Banking Code (Code Banken); the sector-wide principles announced by the Dutch Bankers’ Association (Nederlandse Vereniging van Banken) in September 2009 and effective per January 1, 2010. For more information on the bank’s compliance and its preparations to implement the principles of the ‘Banking Code’, please see the paragraph below.
Dutch Corporate Governance Code.
Banking Code.
The statutory corporate rules in The Netherlands are laid down in Credit Europe Bank's articles of association (statuten). Further, its Managing Board, Supervisory Board, and each subcommittee has its own charter (reglement). For all the employees and others working with Credit Europe Bank, a Code of Conduct has been established to set standards for professional conduct.