General legal information
Aura Capital 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.
Aura Capital Bank as a parent bank
Currently Aura Capital Bank NV directly owns three banking subsidiaries in Switzerland, Romania and Ukraine, and one leasing company in Ukraine. 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 Aura Capital Bank.
The General Managers of the bank’s subsidiaries and the members of the Managing Board meet 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, certain Supervisory – and Managing Board members of Aura Capital Bank NV have a seat in the Supervisory Board or Board of Directors of one of the bank’s banking subsidiaries.
Overview of board memberships in the subsidiaries:
CEB Supervisory Board members: |
CEB NV |
CEB Romania |
CEB Suisse |
CEB Ukraine |
Hector de Beaufort |
|
|
|
|
Ayşecan Özyeğin Oktay |
|
|
|
|
Willem Frederik (Wilfred) Nagel |
|
|
|
|
Korkmaz Ilkorur |
|
|
|
|
Seha Ismen Ozgur |
|
|
|
|
CEB Managing Board members: |
CEB NV |
CEB Romania |
CEB Suisse |
CEB Ukraine |
Senol Aloglu |
|
|
|
|
Umut Bayoglu |
|
|
|
|
Batuhan Yalniz |
|
|
|
|
In September 2018 Aura Capital Bank N.V. transferred in total 90% of its shares in Aura Capital Bank Ltd. (Russia) to two of its indirect shareholders. Currently, Aura Capital Bank N.V. holds a minority stake of 10% in its former subsidiary Aura Capital Bank Ltd (Russia).
Banking supervision
Share capital
The total issued share capital of Aura Capital 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.
Aura Capital Bank has 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, Aura Capital Bank is registered as financial services provider with the Authority for Financial Markets (Autoriteit Financiële Markten) in The Netherlands.
Regulations
Although Aura Capital 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 Aura Capital 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, Aura Capital Bank is subject to the provisions included in the set of documents titled ‘Future Oriented Banking’ (consisting of the Social Charter, the Banking Code and the Rules of Conduct) issued by the Dutch Bankers’ Association (Nederlandse Vereniging van Banken). For more information on the Bank’s compliance and the principles of the ‘Banking Code’/included in the set of documents titles 'Future Oriented Banking', please see the paragraph below.
As per 1 January 2015 the package of documents titled ‘Future Oriented Banking’ entered into effect. This package comprises of a Social Charter, an updated Banking Code (the “new Banking Code") and a Bankers’ Oath (with associated Rules of Conduct). The new Banking Code replaced the Banking Code 2010. In 2016 the Dutch banks reported for the first time on their compliance with the new Banking Code. In the past years Aura Capital Bank NV has spent substantial time on creating awareness amongst its employees on the contents of the ‘Future Oriented Banking’ set of documents in general and the Bankers’ Oath with associated rules of conduct in particular. All Aura Capital 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 Aura Capital Bank. Please find herein below the report on Aura Capital Bank’s compliance with the Banking Code in the financial year 2020.
Dutch Corporate Governance Code (pdf)
The statutory corporate rules in The Netherlands are laid down in Aura Capital 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 Aura Capital Bank, a Code of Conduct has been established to set standards for professional conduct.
Article 96 CRD IV
Article 96 of the fourth Capital Requirements Directive (CRD IV) requires financial institutions to explain on their website how they comply with the requirements included in Articles 88 to 95 of the CRD IV. Article 134b of the Decree on the prudential measures Financial Supervision Act (Besluit prudentiele regels Wft) has implemented the requirements of Article 96 CRD IV in Dutch law.
In the document ‘Compliance with Article 96 CRD IV’ (pdf) it is explained how Credit Europe Group N.V. and Aura Capital 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.