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Corporate Governance

In line with international best management practices, on October 2017, under the new shareholder structure, the Bank established a General and Supervisory Board (GSB) and an Executive Board of Directors (EBD).

Corporate Governance

 

Novobanco's management relies on a governance model that is unique within the Portuguese financial sector. In line with international best management practices, on 18 October 2017, under the new shareholder structure, the Bank established a General and Supervisory Board (GSB) and an Executive Board of Directors (EBD).

 


General Meeting

Board of the General Meeting

Chairman: Fernando Augusto de Sousa Ferreira Pinto

Vice-chairwoman: Magdalena Ivanova Ilieva

Secretary: Mário Nuno de Almeida Martins Adegas 


General and Supervisory Board

 

The GSB is responsible for monitoring, advising and supervising the management of the Bank and the Group companies, as well as the EBD with regard to compliance with the relevant regulatory requirements of banking activity.

The GSB meets on a monthly basis, and its Chairman maintains regular communication and dialogue with the CEO. In its activity, the GSB is supported by committees to which it delegates some of its powers

These committees are chaired by independent members of the GSB, and their composition complies with the legislation in force regarding a majority of independent members (where applicable).

The GSB has the responsibilities and powers provided for by law, the Articles of Association and its internal regulations, including the supervision of all matters related to risk management, compliance and internal audit, as well the prior approval of several matters that are relevant for the Bank.

 

In its activity, the General and Supervisory Board is directly supported by 5 Committees, namely the Financial Affairs (Audit) Committee, the Risk Committee, the Compliance Committee, the Nomination Committee and the Remuneration Committee, these holding some powers delegated by the General and Supervisory Board.

These Committees are composed of and chaired by independent members of the General and Supervisory Board. Their meetings may also be attended by members of the Executive Board of Directors responsible for the matters that are dealt with by said committees.

 

Members for the 2021-2024 mandate

Byron Haynes

Chairman

Karl-Gerhard Eick

Vice-Chairman

Kambiz Nourbakhsh

Mark Andrew Coker

John Herbert

Robert A. Sherman

Carla Antunes da Silva

William Henry Newton

Monika Wildner

Evgeniy Kazarez

Objective and Composition

The Financial Affairs (Audit) Committee advises and supports the GSB in the fulfilment of its responsibilities with regard to overseeing the effectiveness of the Bank's internal control, risk management and internal audit systems, monitoring and supervising the financial performance of the Bank and other financial entities included in the prudential consolidation perimeter, the accounting policies and reporting processes, and monitoring the statutory auditor's activity. In particular, it has the powers and duties set out in Article 441(1)(f) to (o) by virtue of Article 444(2) of the Portuguese Companies Code. 

The members of the Financial Affairs (Audit) Committee are the following:

  • Karl-Gerhard Eick  - Chairman
  • Byron Haynes
  • Kambiz Nourbakhsh

The Risk Committee advises and supports the GSB in monitoring the Bank's current and future global risk appetite and risk strategy, supervising the implementation by the Bank's senior management of the risk prevention model, as well as the effectiveness of the internal control system and risk management system of the Bank and the financial companies included its prudential consolidation perimeter.

The Committee also has the powers and duties laid down by law, the applicable regulations and its internal regulation, which include, among others, supervising the implementation of capital and liquidity management strategies, assessing and approving materially relevant lending operations, and monitoring compliance with credit and risk policies.

The members of the Risk Committee are the following:

  • William Newton - Chairman
  • Byron Haynes
  • Karl-Gerhard Eick
  • Kambiz Nourbakhsh
  • Evgeniy Kazarez

The Compliance Committee advises and supports the GSB, including with regard to the Bank's financial subsidiaries, in monitoring the Bank's compliance and anti-money laundering and terrorist financing matters, including, but not limited to, compliance by the Bank (including its employees and corporate bodies) with legal and regulatory requirements as well as its relevant policies and processes related to those matters, and its policies on business conduct and ethics, conflicts of interest, related-party transactions, market abuse, anti-bribery and anti-corruption, as well as in monitoring compliance risk.

The members of the Compliance Committee are the following:

  • Robert Sherman - Chairman
  • John Herbert
  • Mark Coker
  • Monika Wildner

The Nomination Committee supports the GSB in overseeing the Executive Board of Directors in its role of ensuring that appointment policies are consistent and well-integrated in the Bank and its financial subsidiaries, namely by identifying and recommending candidates to fill positions on the GSB and Executive Board of Directors and key function holder positions, setting objectives for the promotion of the under-represented gender as well as ensuring the means to achieve them, drawing up and monitoring succession plans, reviewing the selection and evaluation policy for members of the Management and Supervisory Bodies and Key Function Holders and monitoring its application, annually assessing the knowledge, skills and experience of each member of the GSB and Executive Board of Directors, among other duties assigned to it under the terms of the law, applicable regulations and its internal regulation.

The members of the Nomination Committee are the following:

  • John Herbert - Chairman
  • Robert Sherman
  • Mark Coker
  • Carla Antunes da Silva

The Remuneration Committee advises and supports the GSB in defining and establishing appropriate, consistent and well-integrated remuneration structures for the Bank, including its financial subsidiaries, in monitoring and implementing remuneration policies, and in defining variable remuneration on the basis of established criteria, taking into account the long-term interests of shareholders, investors and relevant stakeholders.

The members of the Remuneration Committee are the following:

  • Byron Haynes - Chairman
  • Karl-Gerhard Eick
  • Evgeniy Kazarez

Biographies

Byron Haynes, a British citizen, has more than 25 years of experience working in the financial services industry. Mr. Haynes started his career being employed and trained by KPMG in London and qualified and registered as a Chartered Accountant in 1991. For the last 9 years, from August 2008 to June 2017, Mr. Haynes was a member of the Managing Board of BAWAG P.S.K., a retail and corporate Bank headquartered in Vienna, Austria. Initially, Mr. Haynes was the Chief Financial Officer in the first year and then the Chief Executive Officer for the last 8 years. Prior to that, Mr. Haynes held several senior positions in the banking sector, including Global Chief Financial Officer at ABN AMRO / Royal Bank of Scotland. Mr. Haynes has a BA Hons Accountancy & Finance degree from London University.

Karl-Gerhard Eick, a German national, has more than 35 years of experience in the financial industry. Mr. Eick serves concurrently as Chairman of the General and Supervisory Board at IKB AG and as the Chairman of GHC Global Health Care GmbH. Mr Eick also has financial and strategic consultancy responsibilities, and is Co-Founder of the Financial Reporting Enforcement Panel. In the last 20 years, Mr. Eick served as Chairman of CorpusSireo GmbH, as Chairman of the Audit Committee at Deutsche Bank AG, was Chief Executive Officer at Arcandor AG, and for more than 10 years served as Chief Financial Officer and Deputy Chief Executive Officer at Deutsche Telekom AG.
Mr. Eick has a Doctor’s Degree in Business Administration (Dr.rer.pol) awarded by the Augsburg University in Germany.

Mark Coker, a British citizen, is Managing Director and European General Counsel for Lone Star, where he is responsible for legal matters in Europe for the Lone Star funds. Mr. Coker serves also as Member of the Supervisory Board of IKB Deutsche Industriebank AG, Germany. Mr. Coker joined Hudson Advisors in 2016 after more than 25 years in private practice and moved to Lone Star in 2018. Mr. Coker was a partner for 7 years at Vinson & Elkins RLLP in London, and, prior to that, he was a partner at Freshfields Bruckhaus Deringer.  Mr. Coker acted for clients in a range of jurisdictions around the world, principally advising on financing and private investment transactions and in a wide range of sectors, including private equity, real estate, energy, and aviation. Mr. Coker has a MA in Classics and Law from Selwyn College, Cambridge University, and holds a U.K. legal practice certificate.

John Herbert was previously the Global Head of Real Estate and Hotels at HSBC where he was responsible for lending and investment banking activities worldwide.  Prior to his time at HSBC, Mr. Herbert was the European Head of Property and Hotels at Citigroup and Merrill Lynch.  Mr. Herbert was also a member of the European Management Committee of both firms.  While residing in the United Kingdom, and in addition to his duties at HSBC, Mr. Herbert served as a member of an independent advisory board to the UK government, as a member of the board of a regulated French lending entity, and was involved in a number of charitable activities. He currently serves on three corporate Boards of Directors in addition to Novo Banco, two lending institutions in the United States and a property company in the United Kingdom. Mr. Herbert holds a Master’s degree in Business Administration from Harvard Business School and a Bachelor's Degree in Political Science and Economics from Duke University.

Kambiz Nourbakhsh, Austrian national, has 25 years of experience in the financial industry. Mr. Nourbakhsh serves as a Senior Managing Director for Lone Star, whereby he is responsible for the origination of European corporate investment opportunities. Mr. Nourbakhsh served also as a Managing Director and Head of European Corporate Investing at Mount Kellett Capital Management. Prior to joining Mount Kellett Capital in 2011, Mr. Nourbakhsh spent 13 years at Goldman Sachs as a member of the European Special Situations Group.  Mr. Nourbakhsh began his career as a credit risk manager and ratings advisor with Goldman Sachs. Mr. Nourbakhsh graduated with a Master of Economics and Business Administration degree from the Vienna School of Economics.

Robert A. Sherman of Boston, Massachusetts, USA, serves concurrently as Senior Counsel at Greenberg Traurig, one of the largest international law firms in the U.S, and Senior Advisor to Rasky Partners, one of the leading public affairs and strategic communications firms in the nation. From 2014 to 2017, Mr. Sherman served as United States Ambassador to the Republic of Portugal. Mr. Sherman and his wife, Kim Sawyer, launched Connect to Success, a novel and award-winning State Department women’s entrepreneurship and empowerment initiative, which currently serves 950 women business owners. Recently, Mr. Sherman and his wife were appointed by the Mayor of  Sétubal as ambassadors to promote the municipality’s economic opportunities and natural heritage in the United States. For his work in Portugal, President Marcelo Rebelo de Sousa awarded him the Grand Cross of the Order of Prince Henry the Navigator on March 10, 2017. Mr. Sherman holds a B.A. in Political Science from the University of Rochester and a J.D. from Boston University School of Law.

Carla Antunes da Silva, a Portuguese national, serves concurrently as Group Strategy Director at Lloyds Banking Group. Prior to joining Lloyds, Carla spent 18 years with Credit Suisse, JP Morgan, and Deutsche Bank in financial analysis, strategy, and management roles where she was an approved FCA registered persons. In recognition for her work on the banking sector overall, she has been the recipient of various public accolades including the FT Starmine Award’s Best Bank’s Stock Picker and Institutional Investor’s top UK Banks Analyst (2007-2014). Since 2014, Ms. Antunes da Silva has served as a Non-Executive Director of Social Finance. She also represents Lloyds at the Banking Futures project and is an active alumna to many of the career events organized by St. Edmund Hall, University of Oxford. Ms. Antunes da Silva has a MA in Politics, Philosophy and Economics (PPE) from the University of Oxford and a MSc in Management from the London School of Economics.

William is a senior executive with over 30 years' experience in credit risk, corporate recovery, portfolio management, commercial banking and financial advisory working across the UK, Western Europe, CEE and the former CIS, the Middle East and Asia. He was previously a senior Partner with Deloitte's Global Portfolio Lead Advisory Services business responsible for strategic and transaction advisory to banks, investors and governments on non-core and problem loan portfolios. He also led the firm's Asset Quality Review services on a global basis and was Head of Financial Institutions for the Restructuring Services business. Prior to joining Deloitte, William was Managing Director, Head of Corporate & Institutional Risk at BAWAG PSK in Austria. He has also served as Head of Corporate Recovery for EBRD across its 29 operating countries, and has previously worked for PWC, the UK Government and National Westminster Bank plc. He has a BSc. from the University of Bristol.

Monika Wildner, an Austrian citizen, is an international corporate and finance lawyer with strong international transaction practice. She is specialized in international M&A transactions and corporate finance projects. During her career she worked 4 years as in-house counsel at Raiffeisenbank and served as a member on various supervisory boards, including Volksbank Wien AG, headquartered in Vienna, Austria, and Addiko Bank AG, also headquatered in Vienna, Austria, and listed on the Vienna Stock Exchange, with international subsidiaries; including her non-executive roles she has more than 10 years experience in the financial services industry. She has a doctor iuris degree of the University of Vienna and LL.M. from NYU Law School. 

Evgeniy Kazarez, British national, has 15 years of experience in the financial industry. Mr. Kazarez serves as a Managing Director for Hudson Advisors Portugal Unipessoal LDA, whereby he is supporting underwriting and management of Lone Star Fund’s investments in financial institutions in Europe. Mr. Kazarez serves also as a Member of the Supervisory Board of IKB Deutsche Industriebank AG since 2022, and has served as Chairman of the Board of Nani Holdings SGPS, SA during 2019-2023. Prior to joining Hudson Advisors in 2018, Mr. Kazarez spent 9 years at Deutsche Bank AG, London Branch as a member of the EMEA Financial Institutions Group, having advised on circa €11bn Mergers & Acquisitions and circa €23bn Equity Capital Markets transactions for financial institutions in Europe. Mr. Kazarez graduated with a Master in Finance and Bachelor’s in International Economics and Management from Bocconi University, Milan, Italy.

Executive Board of Directors

 

The Executive Board of Directors is responsible for the management of the Bank, for the definition of the general policies and strategic objectives, and for ensuring the running of the business in compliance with the rules and good banking practices.

The governance model ensures monitoring of the Bank's activity with a view to achieving its strategic objectives.

The members of the Executive Board of Directors (EBD) are appointed by the General and Supervisory Board, which also appoints the Chief Executive Officer (CEO).

The activity of the EBD is supported by several Committees. In accordance with its rules of procedure, the EBD may establish committees to complement its own management activity, ensuring the monitoring of the bank's activity in areas that are considered relevant.

 

 

Composition for the quadrennium 2022-2025

Mark Bourke

Chief Executive Officer (“CEO”)

Benjamin Dickgiesser

Chief Financial Officer (“CFO”)

Luís Ribeiro

Chief Commercial Officer Retail (“CCOR”)

Andrés Baltar

Chief Commercial Officer Corporate (“CCOC”)

Luísa Soares da Silva

Chief Legal Compliance & Sustainability Officer (“CLCSO”)

Carlos Brandão

Chief Risk Officer (“CRO”)

Rui Fontes

Chief Credit Officer (“CCO”)

Scope

Responsible for issuing an opinion on, approving, under the powers delegated by the Executive Board of Directors, and monitoring novobanco Group’s policies and risk levels. In this context, the Risk Committee is responsible for monitoring the evolution of  the Group’s integrated risk profile, and for analysing and proposing methodologies, policies, procedures and instruments to deal with all types of risk, namely credit, liquidity, IRRBB, non financial and ESG. 

Responsible for deciding the main credit operations in which the novobanco Group participates, in line with the risk policies defined for novobanco Group.

Responsible for the definition of the balance sheet management policies (capital, pricing, and interest rate, liquidity and foreign exchange risk) and for monitoring their impact at novobanco Group level. The CALCO also monitors early warning indicators with regard to the Recovery Plan and Liquidity, proposing mitigation measures, and if necessary, triggering the recovery plan and/or the liquidity contingency plan.

The Committee monitors all issues related to novobanco Group’s Internal Control System, without prejudice to the responsibilities attributed in this regard to the Executive Board of Directors and the Risk Committee, the Operational Risk Subcommittee and the Compliance and Product Committee. Among other responsibilities, this Committeee monitors the global internal defficiencies, analises the quality the control environment, produces improvement proposals  and monitors Quality Assurance initiatives.

Responsible for approving, from a compliance standpoint, products and services to be developed and/or distributed by the bank, issuing an opinion on all of them within the scope of the products’ sign-off process in force, as well as monitor the issues related to control implementation, regulation and promotion of compliance with legal obligations, among other responsabilities

Responsible for the development of the strategic objetives estratégicos of digital transformation, eficiency and simplification of novobanco’s operations.

Responsible for approving the execution of expenses, within the limits of the powers conferred upon it. Its objectives include the definition of an annual expenditure plan and the revision of the acquisition’s strategy.

Responsible for defining the amount of impairment to be allocated to each client or group of clients.

In addition, the Executive Board of Directors has set up 3 (three) subcommittees, (i) Non-Performing Assets (NPA) Subcommittee; (ii) Extended Models Risk Subcommittee; (iii) Operational Risk Subcommittee and 7 (seven) steering groups for the areas of (i) Retail, (ii) Corporate Clients, (iii) Human Capital, (iv) Management Information System (MIS), (v) Investment, (vi) Business Monitoring and (vii) ESG. The Steering Groups have no rules of their own, their composition and rules of procedure being decided on a case-by-case basis by the members of the Executive Board of Directors.

Biographies

Chief Executive Officer (“CEO”)

Mark Bourke joined novobanco as Chief Financial Officer- CFO in March 2019 and in August 2022 was appointed as the Chief Executive Officer - CEO of novobanco.

Mr. Bourke is a Financial Services specialist professional with a vast career in the most important companies in the field. He got his Diploma in Accounting from Dublin City University after finishing his bachelor’s degree in Engineer Electronics from University College Dublin.

Mr. Bourke began his career at PricewaterhouseCoopers (PwC) in 1989 and is a former partner in international tax services with PwC US in California. After that in the year 2000, Mr. Bourke joined IFG Group as a Finance Director and was promoted Group Chief Executive Officer in 2006. Before joining novobanco, Mr. Bourke was the Chief Financial Officer of Allied Irish Banks (“AIB”) and member of AIB’s Leadership Team, from 2014 to 2019. He is a member of Chartered Accountants Ireland and the Irish Taxation Institute. Mr. Bourke won the Irish Times CFO of the Year Award 2018.

Chief Financial Officer (“CFO”)

Benjamin Dickgiesser joined novobanco's Executive Board of Directors in February 2023 as the Chief Financial Officer (CFO).

Prior to his role at novobanco EBD, Mr. Dickgiesser served as the Managing Director for Hudson Advisors Portugal LDA, where he provided support for underwriting and management of Lone Star Fund's investments in European financial institutions. 

Mr. Dickgiesser was also a member of novobanco's GSB.

With extensive experience and knowledge gained over the past five years in the Portuguese market and banking system, Mr. Dickgiesser possesses a profound understanding of novobanco's operations, strategic direction, and deep knowledge of capital markets.

He holds a Master's degree (MSc) from University College London and has more than 15 years of experience in financial markets. Mr. Dickgiesser has worked in the Financial Institutions Group of Citigroup's Investment Banking Division in London and has held positions at Lone Star Europe Acquisitions LLP. Additionally, he served as a Member of the Supervisory Board of IKB Deutsche Industriebank AG in Germany.

Chief Commercial Officer Retail (“CCOR”)

Luis Ribeiro is graduated in Economics by Universidade de Évora, attending the Advanced Management Program for Executives of Universidade Católica as well as the Advanced Executive Program of Nova SBE.

Mr. Ribeiro is a member of novobanco board of directors since September 2018, and also member of the board of directors of novobanco dos Açores, of Unicre - Instituição Financeira de Crédito S.A and of SIBS Forward Payment Solutions, S.A..

Mr. Ribeiro has more than twenty-five years of commercial banking experience, and throughout this period he performed a vast number of management roles, including being responsible for the coordination the southern corporates segment and previously for the retail segment.

Chief Commercial Officer Corporate (“CCOC”)

Andrés Baltar was first appointed and approved Executive Board of Directors (“EBD”) member of novobanco as Chief Commercial Officer Corporate - CCO in December 2020.

Mr. Baltar holds a degree in Business Administration for the Universidad de Deusto in Bilbao.

Mr. Baltar has a deep knowledge in Corporate Banking, with over thirty years of experience at The Chase Manhattan Bank, Barclays Bank and novobanco. During these years, he worked in different projects in Portugal and prior to joining novobanco he was the Head of Corporate Banking Barclays Europe, covering 9 countries across continental Europe. In this role, he was Member of the Executive Committee of Barclays Europe and has been part of different committees like Risk and Control, Asset and Liability, and Loans and Capital.

Chief Legal Compliance & Sustainability Officer (“CLCSO”)

Luísa Soares da Silva has a degree in Law from Universidade Católica Portuguesa, Lisbon. Mrs. Soares da Silva has additional training in European law, finance and capital markets, as well as the Advanced Executive Program of Nova SBE and Strategic  Management in Banking programme of Insead.

Mrs. Soares da Silva joined novobanco in April 2017 as an executive member of the Board of Directors. Before joining novobanco, Mrs. Soares da Silva practiced law, especially in the areas of financial, banking, insurance, capital markets and corporate activities at Morais Leitão, Galvão Teles, Soares da Silva & Associados (MLGTS), being a Partner since 2001. Since early in her career, Mrs. Soares da Silva has permanently advised banking and insurance institutions. Throughout her career, Mrs. Soares da Silva has received several recognitions, including Leading Lawyer in Capital Markets IFLR and Mergers and Acquisitions IFLR in 2016.

Chief Risk Officer (“CRO”)

Carlos Brandão is graduated in Economics, has a Master on Commercial and Marketing Management and an Advanced Management Program.

Mr. Brandão joined novobanco as Coordinating Director of Risk Department in July 2017, and in August 2022 he was appointed as an executive member of the Board of Directors.

Mr. Brandão has more than 20 years of experience, managing large and high-performing risk teams across important players of the banking sector. Mr. Brandão was Risk Director on Banco Santander Totta e Barclays Bank, renowned institutions in the Spanish and English markets.

in 2008, Mr. Brandão joined to Barclays Bank in Portugal as first as Chief Risk Officer and in 2016 was appointed to be CEO and Country Manager, being responsible for Risk, Retail and Internal Control areas.

Chief Credit Officer (“CCO”)

Rui Fontes has an Economics degree by Faculdade Economia da Universidade do Porto (FEP).

Mr. Fontes is an executive member of novobanco Board of Directors April 2017, acting as responsible for Risk and Internal Control Areas and in October 2017, he was appointed as Chief Risk Officer. In August 2022 Mr. Fontes was appointed as Chief Credit Officer.

Mr. Fontes joined the banking sector in 1994, having assumed several job positions first in the commercial area and after in the credit risk area. In 2000, he joined the Global Risk Department and in 2012 assumed the responsibility for the coordination of this Department, which he maintained during the transition to novobanco and until his appointment as board member.

Scope

Responsible for issuing an opinion on, approving, under the powers delegated by the Executive Board of Directors, and monitoring novobanco Group’s policies and risk levels. In this context, the Risk Committee is responsible for monitoring the evolution of GNB’s integrated risk profile, and for analysing and proposing methodologies, policies, procedures and instruments to deal with all types of risk, namely credit, market, liquidity and operational.

Responsible for deciding the main credit operations in which the novobanco Group participates, in line with the risk policies defined for novobanco Group.

Responsible for the definition of the balance sheet management policies (capital, pricing, and interest rate, liquidity and foreign exchange risk) and for monitoring their impact at novobanco Group level. The CALCO also monitors early warning indicators with regard to the Recovery Plan and Liquidity, proposing mitigation measures, and if necessary, triggering the recovery plan and/or the liquidity contingency plan.

The Committee monitors all issues related to novobanco Group’s Internal Control System, without prejudice to the responsibilities attributed in this regard to the Executive Board of Directors and other Committees in place at novobanco Group, namely the Risk Committee, the Operational Risk Subcommittee and the Compliance and Product Committee.

Responsible for approving, from a compliance standpoint, products and services to be developed and/or distributed by the bank, issuing an opinion on all of them within the scope of the products’ sign-off process in force, as well as monitor the issues related to control implementation, without prejudice of competences of other governing bodies and GSB Committees.

Responsible for defining and driving digital transformation at novobanco.

Responsible for approving the execution of expenses, within the limits of the powers conferred upon it. Its objectives include the definition of an annual expenditure plan and the revision of the acquisition’s strategy.

Responsible for defining the amount of impairment to be allocated to each client, when novobanco has an exposure above €100 million to that client or group of clients.

Monitoring Committee

Chairman: José Bracinha Vieira

Member: Carlos Miguel de Paula Martins Roballo

Member: Pedro Miguel Marques e Pereira

 

Statutory Auditor

Ernst & Young, Audit & Associados – SROC, S.A.. (*)

(*) Ernst & Young, Audit & Associados – SROC, S.A., registered in the Portuguese Securities Market Commission (“CMVM”) under number 20161480 and in the Portuguese Institute of Statutory Auditors (“OROC”) under number 178, represented by António Filipe Dias da Fonseca Brás, registered in the CMVM under number 20161271 and in the OROC under number 1661, and by João Carlos Miguel Alves, as alternate statutory auditor, registered in the CMVM under number 20160515 and in the OROC under number 896.

 

Company Secretary

Secretary: Mário Nuno de Almeida Martins Adegas

Alternate Secretary: Ana Rita Amaral Tabuada Fidalgo