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.

Credit Europe Bank as a parent bank

Currently Credit Europe Bank NV directly owns three banking subsidiaries in Switzerland, Romania and Ukraine. To underpin its central function, the bank applies a functional reporting structure: local managers in the subsidiaries maintain a direct reporting line to the functional head of the respective division in Amsterdam. This structure applies to divisions such as internal audit, compliance, treasury (asset-liability management), corporate and FI credits, financial risk management, financial control and corporate banking. Moreover, the general managers of all subsidiaries report directly to the CEO of Credit Europe Bank. 

The general managers of the bank’s subsidiaries and the members of the Managing Board meet on a regular basis in so-called general managers’ meetings. The main purpose of these meetings is to share knowledge and experience, to align group policies and to consider the bank’s strategy and budgets.

Furthermore, in order to ensure that CEB’s business policies are applied consistently and for CEB to exercise control over its subsidiaries, the CEO or another Managing Board member of CEB sits on the Supervisory Board or Board of Directors of the subsidiaries of CEB. In addition to each of these local boards, one or two independent CEB Supervisory Board members have been appointed as non-executive board members.

Overview of board memberships in the subsidiaries:

Share capital and Banking supervision

The total issued share capital of Credit Europe Bank 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.

Credit Europe Bank has had a full banking license in the Netherlands since 1994. The Dutch Central Bank (De Nederlandsche Bank or DNB) is the consolidated prudential supervisor; its supervision extends to CEB’s banking activities in the Netherlands and the banking activities of its subsidiaries. In addition, Credit Europe Bank is registered as a financial services provider with the Netherlands Authority for Financial Markets (Autoriteit Financiële Markten or AFM).

Regulations

Although Credit Europe Bank is not listed, it supports and applies, to a large extent, the best practices of the Dutch Corporate Governance Code, in line with DNB regulations and mindful of its role as a financial institution in the Netherlands. Not only is the Dutch Central Bank the supervisor of Credit Europe Bank, but it is also its regulator, applying the provisions of its supervisory regulations and policy rules. Furthermore, Credit Europe Bank is subject to the provisions of the Banking Code (Code Banken). The sector-wide principles of the Banking Code were announced by the Dutch Bankers’ Association (Nederlandse Vereniging van Banken) with effect from January 1, 2010 and were updated as of January 1, 2015. The Banking Code forms part of the set of documents titled Future Oriented Banking. This package comprises the Social Charter, the Banking Code and the Bankers’ Oath (with associated Rules of Conduct and a disciplinary system).  All Credit Europe Bank NV’s current employees working in the Netherlands have taken the Bankers’ Oath/Affirmation. Each quarter a Banker’s Oath session is organized for new employees of Credit Europe Bank.

Please find herein below the report on Credit Europe Bank’s compliance with the Dutch Corporate Governance Code and the Banking Code in the financial year 2023.

Dutch Corporate Governance Code (pdf)

Banking Code (pdf)

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 employees and others working with Credit Europe Bank, a Code of Conduct has been established to set standards for professional conduct. Furthermore, an extensive set of internal governance-related policies and procedures apply to our employees, ranging from “whistle-blower” procedures to policies relating to expenses.

Article 96 CRD IV

Article 96 of the fifth Capital Requirements Directive (CRD V) requires financial institutions to explain on their website how they comply with the requirements included in Articles 88 to 95 of the CRD V. Article 134b of the Decree on the prudential measures Financial Supervision Act (Besluit prudentiele regels Wft) has implemented the requirements of Article 96 CRD V in Dutch law.

In the document ‘Compliance with Article 96 CRD V’ (pdf) it is explained how Credit Europe Group N.V. and Credit Europe Bank N.V. comply with Article 134b of the Decree on the prudential measures Financial Supervision Act (Besluit prudentiele regels Wft) and Article 96 CRD IV.