TBC Bank Group PLC Board Changes (8891I)
13 Agosto 2019 - 1:40PM
UK Regulatory
TIDMTBCG
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
effect.
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
shareholders."
For further enquiries, please contact:
Director of International Media and Investor Relations
Zoltan Szalai
Or
Head of Investor Relations
Anna Romelashvili
ir@tbcbank.com.ge
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.
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END
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