CZECH REPUBLIC Law and Practice Contributed by: Tomas Sedlacek, Zdeněk Husták, Adam Nečas and Mikuláš Zacpal, BBH, advokátní kancelář, s.r.o.
effectiveness, integrity and adequacy of the gov - ernance arrangements in their entirety and parts. The CNB sets out the requirements for govern - ance arrangements in more detail in the Decree on the performance of the activities of banks, credit unions and securities brokers. Any bank that is considered significant because of its size (according to the CNB decree) must also establish: • a risk committee; There is also a voluntary Code of Ethics of the Czech Banking Association, which sets out the rules of conduct of the bank’s employees in rela - tion to clients and to the bank itself. In addition, to include a certain percentage of employees on the supervisory board, a bill implementing Directive 2022/2381 is being dis - cussed in Parliament. The bill that should require that publicly traded banks with more than 250 employees appoint at least 33% women to their governing body is currently being discussed in Parliament. 4.2 Registration and Oversight of Senior Management According to the AoB, the credibility, com - petence and experience of the members of a given statutory body, members of the board of directors and members of the supervisory board (the senior management) of a bank must be assessed before the CNB will grant the bank a licence to operate. This also applies to non-EEC based banks intending to establish a branch in the Czech Republic. • a nomination committee; and • a remuneration committee.
Members of senior management must meet these CNB requirements throughout their tenure. Banks shall also inform the CNB regarding any relevant personnel changes. The assessment of credibility, competence and experience is regu - lated by the Decree on applications and certain information under the AoB and EBA guidelines. Banks are required to ensure that sufficient staff and financial resources are allocated for the ongoing training of the members of the statu - tory bodies, members of the management board and members of the supervisory board. This training is in addition to the training that banks are required to regularly provide to all of their employees, including senior management (such as annual training in the area of AML). 4.3 Remuneration Requirements The AoB requirements state that the remunera - tion policies and procedures must: • contribute to effective risk management; • be based on equal pay for men and women for equal work; and • in the case of a member of a statutory body, a member of the management board, super - visory board or other employee whose work activities have a significant impact on the risk profile of the bank, include specific rules for determining the payment of the fixed and variable components of the remuneration of said person and for decision-making on their remuneration. The amount of the variable remuneration com - ponent must not exceed the amount of the fixed remuneration component, except by a special resolution of the bank’s general meeting. These requirements shall be in line with the EBA guide - lines on remuneration.
159 CHAMBERS.COM
Powered by FlippingBook