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
General and Supervisory Board
Executive Board of Directors
Monitoring Committee
Board of the General Meeting
Statutory Auditor
Company Secretary
- Board of the General Meeting
- Monitoring Committee
- Statutory Auditor
- Company Secretary
Chairman
Fernando Augusto de Sousa Ferreira Pinto
Vice-Chairwoman
Magdalena Ivanova Ilieva
Secretary
Mário Nuno de Almeida Martins Adegas
Chairman
José Bracinha Vieira
Member
Carlos Miguel de Paula Martins Roballo
Member
Pedro Miguel Marques e Pereira
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 Ricardo Nuno Lopes Pinto, registered in the CMVM under number 20161189 and in the (“OROC”) under number 1579.
Secretary
Mário Nuno de Almeida Martins Adegas
Alternate Secretary
Ana Rita Amaral Tabuada Fidalgo
General and Supervisory Board
The General and Supervisory Board is the supervisory body of novobanco and its members are elected by the General Shareholders Meeting
The General and Supervisory Board meets monthly, or whenever necessary, and has the functions entrusted by law, the Bank’s Articles of Association and its internal regulation, including the ultimate and overall responsibility for supervising the bank and implementing
governance systems that ensure effective and prudent management, supervising all matters relating to risk management, compliance and internal audit. Its main function is to regularly advise and supervise the Executive Board of Directors in the management of the bank and the companies of the novobanco Group, particularly regarding compliance with regulatory requirements relating to banking activity.
The Chairman of the General and Supervisory Board and the Chief Executive Officer maintain regular dialogue and communication between them.
In its activity, the GSB is directly supported by 5 (five) Committees: Financial Affairs (Audit) Committee, Risk Committee, Compliance Committee, Nomination Committee, and Remuneration Committee, which have their own legally established powers and responsibilities and others delegated by the General and Supervisory Board.
The General and Supervisory Board meets monthly, or whenever necessary, and has the functions entrusted by law, the Bank’s Articles of Association and its internal regulation, including the ultimate and overall
- Composition
- Bios
- Committees
Members of the General and Supervisory Board (GSB) for the 2021-2024 mandate
Byron James Macbean Haynes
chairman
Karl-Gerhard Eick
Vice-Chairman
Kambiz Nourbakhsh
Member
Mark Andrew Coker
Member
Carla Antunes da Silva
Member
William Henry Newton
Member
Monika Wildner
Member
Evgeniy Kazarez
Member
Susana Smith
Member
The Internal Regulations of the Committees are available for consultation here.
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 Chief Legal Officer for Lone Star, where he is responsible for the legal and compliance functions of Lone Star. Mr. Coker served as Member of the Supervisory Board of IKB Deutsche Industriebank AG, Germany, during 2016-2022. 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.
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.
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.
Mrs. Smith, a Portuguese citizen, has over 20 years of international experience in financial services, with a proven track record in operational, managerial and commercial roles at Citigroup and Santander. Currently, Mrs. Smith is an Independent Non-executive Director and Chairwoman of the Audit and Risk Committee, as well as member of the Remuneration and Nomination Committee at Leonteq AG.
Mrs. Smith holds a BSc and MSc in Economics, along with post-graduate diplomas in Enterprise Risk Management and Political Science & International Relations. Certified in Corporate Governance and Directorship by INSEAD and Harvard University, Mrs. Smith is an expert in risk management, reporting, control, remuneration, strategic planning and governance across the UK, Europe, and Asia. Her extensive experience includes working with Boards, enhancing her capability to contribute effectively to these areas.
Committees of the General and Supervisory Board
In its activity, the GSB is directly supported by 5 (five) Committees: Financial Affairs (Audit) Committee, Risk Committee, Compliance Committee, Nomination Committee, and Remuneration Committee, which have their own legally established powers and responsibilities and others delegated by the General and Supervisory Board.
The General and Supervisory Board meets monthly, or whenever necessary, and has the functions entrusted by law, the Bank’s Articles of Association and its internal regulation, including the ultimate and overall
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:
- Monika Wildner - Chairwoman
- Mark Coker
- Susana Smith
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:
- Susana Smith - Chairwoman
- 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
The Internal Regulations of the Committees are available for consultation here.
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
- Biographies
- Committees
Composition for the quadrennium 2022-2025
Mark Bourke
Chief Executive Officer (“CEO”)
Benjamin Dickgiesser
Chief Financial Officer (“CFO”)
Luís Ribeiro
Chief Commercial Officer Corporate (“CCOC”)
João Paixão Moreira
Chief Commercial Officer Retail (“CCOR”)
Carlos Brandão
Chief Risk Officer (“CRO”)
Rui Fontes
Chief Credit Officer (“CCO”)
Patrícia Afonso Fonseca
Chief Legal and Sustainability Officer (“CLCO”) subject to fit and proper
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 Corporate (“CCOC”)
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 Retail (“CCOR”)
Before joining novobanco as Chief Commercial Officer – Retail in June 2024, João Paixão Moreira was a Senior Partner at McKinsey & Company serving, among others, as the leader of the Banking practice for Spain and Portugal and as one of the leaders in the global Risk & Resilience practice.
With an MBA from INSEAD and over 15 years of experience advising financial institutions, João Moreira has significant knowledge and a vast experience helping banks to transform their retail and commercial banking models, digitize customer journeys, enhance capital management and improving productivity.
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.
Chief Legal and Sustainability Officer (“CLCO”)
Patrícia Afonso Fonseca has over 15 years of experience as in-house lawyer in financial services, nine of which leading the Legal Department of novobanco throughout the banking resolution phase, restructuring period and successful return to viability of novobanco.
Patrícia is an experienced senior manager with a proven track record in the financial and banking sector, corporate governance and regulatory areas, as well as seven years’ experience in the Corporate Finance and M&A practice area of a global tier 1 law firm in Portugal.
Patrícia holds a law degree and a master in law, along with post-graduate and executive education diplomas in corporate, management and governance.
Committees of the Executive Board of Directors
The EBD's activity is supported by the existence of various committees. In accordance with its operating regulations, the EBD may set up committees to ensure, in addition to the management of the EBD itself, that the Bank's activity is monitored in the areas deemed relevant.
Committees
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.
The EBD has also established three (3) Sub-Committees – the Non-Performing Assets (NPA) Sub-committee, the Model Risk Extended Sub-committee and the Sub-committee on Non-Financial Risks – and various Steering Committees, such as for the areas of Retail, Corporate, Human Capital, IT and Data, Investment and Activity Monitoring, and Sustainability (ESG).