What are the Supervisory Board’s Responsibilities?
The Supervisory Board is responsible for planning Bondora’s business activities, organizing the management of Bondora, supervising the activities of the Management Board and making decisions as stipulated by applicable law and in Bondora’s articles of association. In addition, the Supervisory Board has such functions and competencies as are provided for in Bondora’s articles of association and by applicable law.
Meetings of the Supervisory Board are held whenever necessary, but not less than once every three months. The Supervisory Board has the right to adopt resolutions without calling a meeting if all members consent to it.
The following measures and/or transactions require a ratifying decision by the Supervisory Board, which, to be valid, must have (i) the approval of a majority of its members; and (ii) the approval of the member of the Supervisory Board appointed by the subsidiary of Valinor Management LLC:
- adopt and/or change the strategy/business plan and the budget;
- appoint and/or dismiss the CEO and/or chairman of the Management Board;
- approve any material transactions (including, but not limited to, acquisitions and the issuance of debt) not previously included or provided for in the approved budget;
- approve any asset disposal with a monetary value in excess of EUR 50,000;
- initiate or settle, including by way of compromise, any legal proceedings outside of the ordinary course of business where there are claims with a monetary value in excess of EUR 50,000;
- make a material tax election or alteration of the tax status of Bondora other than as required by changes in law, regulations or accounting principles;
- enter into any related-party transactions, other than in the ordinary course of business and on an arm’s-length basis;
- increase the annual compensation of any employee making in excess of EUR 75,000 by more than 10%;
- enter into any contracts with a monetary value of more than EUR 50,000 not previously included or provided for in the approved budget;
- enter into employment, service, consultation or cooperation agreements with an annual monetary value of more than EUR 50,000 not previously included or provided for in the approved budget;
- authorize or grant participation in an equity incentive or similar participation program, including any option pool.
It should be noted that the Supervisory Board confirms the strategy/business plan and the budget in writing for a year and reviews updates quarterly, as it sees fit.