13th Aug 2019 13:16
(Alliance News) - TBC Bank Group PLC said Tuesday it will introduce a "mirror board" governance structure after a board reshuffle amid charges from the Georgian prosecutor.
The Georgian lender has since appointed senior independent director Nikoloz Enukidze as its new chair.
Chair Mamuka Khazaradze and Deputy Chair Badri Japaridze stepped down from their roles after the Georgian public prosecutor charged the duo over transactions at the lender's banking subsidiary in 2007 and 2008.
In February, Khazaradze and Japaridze stood down from their supervisory board roles at the bank's subsidiary, JSC TBC Bank, amid investigations being undertaken by the National Bank of Georgia and the Office of the Public Prosecutor.
The regulator was satisfied with the pair stepping down from JSC TBC Bank. The lender also paid a GEL1 million, or GBP274,926, fine. The Georgian public prosecutor, however, said it intends to charge the chair and deputy chair over the transactions.
Following these changes, TBC Bank said it underwent a review of its governance structure and, taking into consideration feedback from shareholders, the lender will create a "mirror board" between its holding company TBC Bank Group PLC and its main banking subsidiary JSC TBC Bank.
As a result of the review, all non-exec members of JSC TBC Bank's supervisory board and TBC Bank Group's board will serve in the same role. New TBC Bank Group Chair Enukidze will now also serve as chair of JSC TBC Bank.
Current JSC TBC Bank Chair Jyrki Koskelo has stepped down from his role.
Bank of Cyprus Holdings PLC board member Arne Berggren has joined the TBC Bank Group as a new independent non-exec director, with immediate effect.
"The board believes that these changes will maximise efficiencies in the management and supervision of the group's business and will add stability to the group's governance," TBC Bank said. "It is noted that the board's structure will be consistent with the requirements of the UK Corporate Governance Code, including with respect to the independence of its chair and there being a majority of independent non-executive members of the board."
Enukidze added: "This represents an important enhancement in the TBC's governance arrangements, taking into consideration our past experience, the effectiveness of the board, international best practice and feedback from our shareholders, International Financial Institution partners and other stakeholders. Governance improvement is an important ongoing process and we are committed to maintaining a strong board to drive the bank smoothly through to the next level of success."
TBC Bank Chief Executive Vakhtang Butskhrikidze said: "I welcome these changes to the board of TBC Bank Group PLC and the supervisory board of JSC TBC Bank in order to implement "mirror board" governance structure. It will greatly contribute to ensuring efficient governance and stability necessary to continue successful implementation of our strategy."
Shares in TBC Bank were flat in London on Tuesday at 1,346.00 pence each.
Related Shares:
TBC Bank Group