Getin Noble Bank (GNB)

1.87PLN
+ 1.08% 14:06

Current report number 9/2009

28.01.2009

Court order to register changes to noble bank’s articles of association.
 

Please be advised that on 28 January 2009 the Management Board of Noble Bank S.A. received a court order issued on 21 January 2009 by Warsaw District Court, 13th Commercial Division of the National Court Register, to register changes to Noble Bank’s Articles of Association. The changes were adopted by way of Resolution III/13/11/2008, dated 13 November 2008, of the Extraordinary General Meeting of Noble Bank S.A. Please see below for the provisions amended by the court order.
Before the amendment:
Ӥ38.1. The Bank shall have an internal control system in place to support its decision-making processes to ensure:
1)    effectiveness and efficiency of the Bank’s operations,
2)    reliability of the Bank’s financial reporting,
3)    the Bank’s compliance with regulations and internal standards.
2. The internal control system shall consist of two independent components:
1)    functional control - by each employee to ensure the quality and accuracy of their duties and, additionally, by the employee’s immediate superior,
2)    institutional control – by the Internal Control Office.
3. The Bank’s Management Board shall be responsible for the design, implementation and efficient operation of the Bank’s internal control system. The implementation of the system shall be supervised by the Bank’s Supervisory Board, which shall also evaluate the adequacy and effectiveness of the system.
4. The Internal Control Office shall examine and evaluate, independently and objectively, the adequacy and effectiveness of the internal control system and shall give opinions on the management of the Bank, including the effectiveness of managing the risks associated with the Bank’s operation.
5. The Internal Control Office shall have a status that shall guarantee it is autonomous and impartial in its work and shall have the powers necessary to achieve this goal.
6. The Bank’s Supervisory Board may appoint, from among its members, an internal audit committee to be responsible for supervising the operation of the Bank’s internal control system.
7. The Internal Control Office shall be directly responsible to the Bank’s Management Board Chairman.
8. Annual reports describing the results of audits carried out at the Bank’s organisational units shall be submitted to the Bank’s Management Board Chairman.
9.  From time to time, but at least once a year, the Internal Control Office shall provide the Bank’s Supervisory Board with information on any irregularities identified in and the conclusions resulting from the audits carried out and on the measures taken to remove such irregularities or to implement such conclusions.
10. The detailed rules and procedures for audits to be carried out by the Internal Control Office shall be defined by the Bank’s internal regulations, which regulations shall be approved by the Bank’s Management Board Chairman.”

After the amendment:
Ӥ38.1. The Bank has an internal control system in place to support its decision-making processes to ensure:
1)   effectiveness and efficiency of the Bank’s operations,
2)    reliability of the Bank’s financial reporting,
3)    the Bank’s compliance with regulations and internal standards.
2. The internal control system shall cover all the areas of the Bank’s operation defined by these Articles of Association.
3. The internal control system shall consist of two independent components:
1)     functional control - by each employee to ensure the quality and accuracy of their duties and, additionally, by the employee’s immediate superior,
2)    institutional control – by the Internal Audit Department.
4. The Bank’s Management Board shall be responsible for the design, implementation and efficient operation of the Bank’s internal control system. The implementation of the system shall be supervised by the Bank’s Supervisory Board, which shall also evaluate the adequacy and effectiveness of the system.
5. The Internal Audit Department shall examine and evaluate, independently and objectively, the adequacy and effectiveness of the internal control system and shall give opinions on the management of the Bank, including the effectiveness of managing the risks associated with the Bank’s operation.
6. The Internal Audit Department shall have a status that shall guarantee it is autonomous and impartial in its work and shall have the powers necessary to achieve this goal.
7. The Bank’s Supervisory Board may appoint, from among its members, an internal audit committee to be responsible for supervising the operation of the Bank’s internal control system.
8. The Internal Audit Department shall be directly responsible to the Bank’s Management Board Chairman.
9. The detailed rules and procedures for audits to be carried out by the Internal Audit Department shall be defined by the Bank’s internal regulations, which shall be approved by the Bank’s Management Board Chairman. “

Legal basis: §39 (1)(2) of the Minister of Finance Regulation of 19 October 2005 on current and periodic reporting by issuers of securities (Dz.U.(Official Journal) of 2005, No.209, item 1744).