TBC Bank Group PLC Board Changes

Data : 13/08/2019 @ 13:40
Fonte : UK Regulatory (RNS & others)
Titolo : Tbc Bank Group Plc (TBCG)
Quotazione : 1296.0  -30.0 (-2.26%) @ 09:27
Quotazione Tbc Bank Grafico

TBC Bank Group PLC Board Changes


RNS Number : 8891I

TBC Bank Group PLC

13 August 2019

                                                        Board Changes 
                Following the decision of the former Chairman and Deputy Chairman to step down from the board 
                 of directors (the "Board") of TBC Bank Group PLC ("TBC PLC") and the subsequent appointment 
                 of Nikoloz Enukidze as the new Chairman, the Board has reviewed the governance structure of 
                 TBC's group of companies (the "Group"), taking into consideration the feedback from certain 
                shareholders, the IFI partners and other stakeholders. Taking into account all such feedback, 
                  as well as its experience of the benefits in having the same individuals in non-executive 
                  roles for both TBC PLC and JSC TBC Bank (the "Bank"), it has today introduced the "Mirror 
                                            Boards" governance structure whereby: 
              1. All non-executive members of the Board and the supervisory board of the Bank (the "Supervisory 
                                                  Board") will be the same; 
                             2. Chairman of TBC PLC will also serve as the chairman of the Bank; 
                  3. Senior Independent Director ("SID") of TBC PLC will also serve as the SID of the Bank. 
                As a result of introduction of the "Mirror Boards" governance structure, the following changes 
                                                   will also be introduced: 
                  1. Nikoloz Enukidze, the current chairman of the Board has been elected as the chairman of 
                                                    the Supervisory Board; 
                  2. Nicholas Domenic Haag, the current SID of TBC PLC sitting on the Board has been elected 
                           as the SID of the Bank and will be sitting on the Supervisory Board; and 
                3. Arne Berggren has joined the Board as an independent Non-Executive Director with immediate 
                  4. At the same time, the Board has accepted resignation of Jyrki Koskelo from his roles as 
                          the chairman and member of the Supervisory Board with an 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. 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 chairman and there being a majority 
                                      of independent non-executive members of the Board. 
                 Following these changes to composition of the Board, the current Non-Executive Directors of 
                                                         TBC PLC are: 
                  Nikoloz Enukidze - Chairman of TBC Bank Group PLC and JSC TBC Bank (Joined TBC Bank Group 
                                                         PLC in 2016) 
             Following premium listing of TBC Bank Group PLC in 2016, Nikoloz was appointed as Senior Independent 
             Director of the Board. Previous to that, Nikoloz worked as the independent member of the Supervisory 
                 Board of JCS TBC Bank. In 2006 - 2010 Nikoloz Enukidze served as the Chairman (and prior to 
                  that as Vice-Chairman) of the Supervisory Board of Bank of Georgia and was one of the key 
                  people leading the bank in its successful IPO on the London Stock Exchange, the first ever 
              IPO in London from the Caucasus region. Mr Enukidze serves as a chairman of JSC Caucasus Minerals, 
                  a Georgian mineral resources exploration company. He also serves as member of the board of 
                 Nikoil Bank in Azerbaijan. Prior to his roles at Bank of Georgia, Nikoloz worked at ABN AMRO 
                Corporate Finance in Moscow and London, Concorde Capital in Kyiv and Global One Communications 
                                                     in Reston, Virginia. 
                  Nicholas Dominic Haag - Senior Independent Board Member of TBC Bank Group PLC and JSC TBC 
                                           Bank (Joined TBC Bank Group PLC in 2016) 
                  Nicholas Dominic Haag has extensive experience working in the financial services industry, 
                  with a significant emphasis on equity capital markets and technology. Currently, he serves 
                 as an independent non-executive director of Bayport Management Limited (the pan-African and 
                 Latin American consumer lender) and, since 2016, as a director of AS Citadele Banka in Riga. 
                  His experience includes positions as Global Head of technology banking and Head of London 
                  Equity Markets at ABN AMRO and Royal Bank of Scotland as well as careers at Barclays Bank, 
                 Nomura International, Bank Paribas and ING Barings. Nicholas holds M.A. from the University 
                 of Oxford. He has served as an independent non-executive director on the TBC PLC Board since 
                                                          May 2016. 
               Maria Luisa Cicognani - Independent Board Member of TBC Bank Group PLC and JSC TBC Bank (Joined 
                                                 TBC Bank Group PLC in 2018) 
               Maria Luisa Cicognani is the Chairperson of Marc Mobius Investment Trust ("MMIT"), an investment 
                 trust managed by Mobius Capital Partners and listed on London Stock Exchange, and was until 
                recently Chairwoman of Moneta Money Bank listed in Prague. She has been non-executive director 
                  OF Arafa Holding listed in Cairo (Egypt) and is now a board observer at Baird Group (UK), 
                a subsidiary of Arafa Holding. Ms Cicognani has held leadership roles at a range of financial 
                institutions including Merrill Lynch, Renaissance Capital, Azimut, Mediobanca and the European 
                                           Bank for Reconstruction and Development. 
                  Tsira Kemularia - Independent Board Member of TBC Bank Group PLC and JSC TBC Bank (Joined 
                                                 TBC Bank Group PLC in 2018) 
                  Tsira Kemularia is currently responsible for managing Shell's Trading & Supplies Internal 
                  Audit globally, prior roles included Head of Group Pensions Strategy and Standards, Group 
                 Treasury at Shell International Ltd., Finance Manager & Country Controller of Shell Western 
               Supply & Trading in the Caribbean, Commercial Finance Manager of Shell Exploration & Production 
                Russia/CIS, M&A Manager for Shell International Ltd. She currently serves as Company nominated 
                  Trustee Director of British Gas ("BG") Pension Scheme. Ms. Kemularia's 20-year career has 
                 been across US, UK, Russia and the Caribbean in different senior finance roles in commodity 
                 trading and treasury organisations. She is a member of the Institute of Directors in London, 
                               UK, and is currently a pursuing a chartered director programme. 
                 Arne Berggren - Independent Board Member of TBC Bank Group PLC and JSC TBC Bank (Joined TBC 
                                                   Bank Group PLC in 2019) 
                 Arne Berggren currently serves as a member of the board of Bank of Cyprus and Piraeus Bank. 
                 Prior to his current roles, Mr Berggren served as a board member of Turkish asset management 
                  company, LBT Varlik Yonetim and Slovenian bank asset management company, DUBT Ltd. He also 
                 has held a number of senior leadership and advisory roles at prominent financial intuitions 
                including the IMF, World Bank, Swedbank, Carnegie Investment Bank AB and the Swedish Ministry 
                                            of Finance and Bank Support Authority. 
                               Nikoloz Enukidze, the Chairman of TBC Bank Group PLC, commented: 
                 "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, IFI 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." 
                                         Vakhtang Butskhrikidze, the CEO, commented: 
                 "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." 
                                    Jyrki Koskelo, Ex-Chairman of JCS TBC Bank commented: 
                 "I welcome implementation of "Mirror Board" governance structure for TBC Bank Group PLC and 
                JSC TBC Bank in accordance with the feedback we have received from our key stakeholders. From 
                 personal perspective, I saw my role as helping to stabilise the bank during a volatile time 
                  in the period between May and August of this year. With the recent changes, I am confident 
              that both the board of TBC Bank Group PLC and the supervisory board of JCS TBC Bank will continue 
                  to work together very smoothly and effectively in order to focus on creating value for the 
                                            For further enquiries, please contact: 
                                    Director of International Media and Investor Relations 
                                                        Zoltan Szalai 
                                                  Head of Investor Relations 
                                                      Anna Romelashvili 
                                             About TBC Bank Group PLC ("TBC PLC") 
                  TBC PLC is a public limited company registered in England and Wales that was incorporated 
                in February 2016. TBC PLC became the parent company of JSC TBC Bank ("TBC Bank") on 10 August 
               2016. TBC PLC is listed on the London Stock Exchange under the symbol TBCG and is a constituent 
                                                      of FTSE 250 Index. 
                 TBC Bank, together with its subsidiaries, is the leading universal banking group in Georgia, 
                 with a total market share of 38.5% of loans and 41.0% of non-banking deposits as at 30 June 
                              2019, according to data published by the National Bank of Georgia. 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.



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August 13, 2019 07:40 ET (11:40 GMT)

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