Organization
.webp)
Corporate Governance
The General Meeting of Shareholders of the Bank is the body of the Bank's owners that serves to protect their interests and influence the Bank's operations in a prescribed manner. The General Meeting of Shareholders is composed of all shareholders of the Bank.
The Bank's management bodies are the Supervisory Board, which serves to supervise the Bank's operations, and the Management Board, which performs the executive function and is responsible for managing the Bank on a daily basis and representing it, in accordance with the Law on Credit Institutions, the Law on Companies and the Bank's Articles of Association.
The permanent working bodies of the Supervisory Board are the Risk Committee, the Nomination Committee, the Remuneration Committee and the Audit Committee.
The permanent working bodies of the Management Board are the Asset and Liability Management Committee, the Information System Development and Change Management Committee, the Collection Committee and the Credit Committees for Legal and Natural Persons.
Management Board
The Management Board of the Bank consists of three members:
Miloš Pavlović
Chairman of the Management Board
Miloš Pavlović, the Chairman of the Management Board of Universal Capital Bank AD Podgorica, is a lawyer with over 15 years of experience in management positions in the banking sector, law, microfinance, real estate development and the luxury hotel and restaurant industry. He began his career in a law firm and then continued his corporate career in 2010 in the US organisation World Vision International. In mid-2013, he joined the Monterock International corporate group as the Head of Legal and HR, whose portfolio includes a chain of hotels around the world under the Aman and One&Only brands, as well as elite restaurant brands such as Nammos, Cé La Vi, Nusret, Coya, Clap, Kira and many others. After the acquisition of Universal Capital Bank by Monterock International in 2014, he was tasked with transforming the Bank from the position of Executive Director. Since the takeover of the bank to date, under his leadership, the Bank has increased its assets almost 15 times, positioning itself as one of the most stable and profitable financial institutions in the region and with significant operations worldwide, making Universal Capital Bank the only bank in the region to expand its presence to the Middle East by opening its representative office with a Category 4 Investment Advisory License in DIFC Dubai in 2016. Since 2022, he has been the Chairman of the Management Board of Universal Capital Bank AD Podgorica, creating a vision for the Bank's development. His expertise includes legal issues, compliance, corporate finance, acquisitions, human resource development, IT and advanced technologies, as well as crisis management and change management.
.webp)
Veselin Vuković
Member of the Management Board
Veselin Vuković, member of the Management Board of Universal Capital Bank AD Podgorica, oversees the work of the Accounting and Financial Reporting Department, Planning and Analysis Department, the Business Operations Support Department, the Risk Control, Measurement and Reporting Department, as well as the Non-Performing Asset Management Department. He graduated from the Faculty of Economics, University of Montenegro. The most significant part of his career was at the Central Bank of Montenegro, where he spent over 10 years, during which he worked his way up from Senior Controller for Risk Supervision, Head of the Credit Risk Control Department, to Chief Controller/Portfolio Manager. In addition to the above, he gained experience at Ziraat Bank Montenegro as a Risk Manager, and a significant part of his professional career was spent at Komercijalna Banka AD Podgorica, where from 2018 to 2021 he held the position of Executive Director responsible for risk management, deposit and placement administration, accounting and finance. Since the end of 2021, he has been a member of the successful team of Universal Capital Bank AD. During his career, he has attended numerous specialised training courses in the fields of finance, risk management and international accounting standards in renowned institutions across Europe. With his knowledge and experience, he contributes to the development of the Bank's strategy and improvement of its operations.
.webp)
Nikola Vujošević
Member of the Management Board
Veselin Vuković, member of the Management Board of Universal Capital Bank AD Podgorica (CMO), oversees the work of the Corporate Sales Department, Retail Sales Department and Business Network, Client Relationship Management Department, Asset Management Department, Investment Banking Department (Brokerage Services Department and the Custody Services Department operate within this department), as well as the Card Operations and Alternative Sales Channels Department. His rich business biography highlights almost two decades of experience in retail and corporate banking. He began his career at Atlas Bank, and since 2016, he has continued to take on positions such as Deputy Chief Executive Officer for Commercial Affairs at Universal Capital Bank, where he now serves as a member of the Management Board. During his career, he held important positions in sales, investment banking and client relationship management, where he demonstrated exceptional leadership skills and strategic thinking. He places special emphasis on improving the business network and developing innovative products and services for clients, both corporate and retail. His knowledge and experience contribute to strengthening the Bank's position in the market and achieving ambitious business goals.
Duties and responsibilities of the Management Board
In accordance with Article 55 of the Law on Credit Institutions:
To set up and implement an efficient and reliable management system, the management board of the credit institution shall:
- set the objective and general strategy of the credit institution
- adopt a business policy and recovery plan of the credit institution
- adopt and regularly review strategic objectives, risk management strategies and policies, including management of risks arising from the macroeconomic environment in which the credit institution operates, as well as the condition of the business cycle of the credit institution
- establish foundations for the functioning of the internal controls system, adequate to the size of the credit institution, complexity of affairs and level of the risk taken
- adopt the remuneration policy of the credit institution and policies and procedures for nomination and the assessment of the fulfilment of the suitability requirements for the members of the management board and key function holders
- ensure the integrity of the accounting system and financial reporting system, and of the financial and operating control
- ensure oversight of senior management and set out precisely defined, clear and consistent internal relations in respect of accountability, which enable clear segregation of powers and responsibilities and prevent the occurrence of conflict of interest
- set out the internal organisation of the credit institution, subject to the consent of the supervisory board
- adopts general acts of the credit institution, except for acts adopted by other bodies of the credit institution
- select and remove senior management of the credit institution and other persons in accordance with the Law and the Articles of Association of the credit institution, and set their wages
- adopt ethical standards for the conduct of employees in the credit institution
- approve the introduction of new products and services in the operations of the credit institution
- perform other activities set out by the Law and other laws, regulations adopted on the basis of the Law and Articles of Association of the credit institution
- The management board shall manage the affairs of the credit institution.
- The management board of the credit institution shall ensure that the credit institution operates in accordance with regulations governing the operations of the credit institution.
- The management board of the credit institution shall set up and implement a reliable system for credit institution management in accordance with the Law.
- The management board of the credit institution shall ensure the execution of supervisory measures of the Central Bank.
- The management board of the credit institution shall periodically, and at least once a year, review the efficiency of the system for credit institution management, including the suitability of procedures and the efficiency of control functions and shall notify the supervisory board of the conclusions and take proper measures to eliminate the identified deficiencies.
Supervisory Board
The Supervisory Board of the Bank consists of five members:
Alfredo Longo
Chairman of the Supervisory Board
Božo Milatović
Member of the Supervisory Board
Josip Pecirep
Independent Member of the Supervisory Board
Aco Aleksić
Independent Member of the Supervisory Board
Adrijana Stevanović
Independent Member of the Supervisory Board
Powers and Responsibilities of the Supervisory Board
Meetings of the Supervisory Board shall be held as needed and at least once in three months.
In accordance with Article 46 of the Law on Credit Institutions:
The Supervisory Board shall issue consent to the management board for:
- objectives and general strategy of the credit institution
- business policy of the credit institution
- financial plan of the credit institution
- strategies and procedures assessing the internal capital adequacy of the credit institution
- policies and procedures for nomination and the assessment of the fulfilment of the suitability requirements for members of the management board and other persons responsible for managing affairs within specific areas of operation of the credit institution
- remuneration policy in the credit institution, unless the articles of association govern that such consent is issued by the general shareholders’ assembly
- legal act on the internal audit and annual work plan of the internal audit
The Supervisory Board shall also oversee:
- procedure for implementing and efficiency and effectiveness of the credit institution governance arrangements, implementation of business policy of the credit institution, strategic objectives and risk-taking strategy and policy
- implementation of the remuneration policy in the credit institution
- disclosure and communication process
- adequacy of procedures and efficiency of internal audit
The Supervisory Board shall propose an external auditor.
The Supervisory Board shall adopt a semi-annual internal audit report.
The Supervisory Board shall adopt and periodically check the general principles of the remuneration policy in the credit institution.
The Supervisory Board shall convene meetings of the general shareholders’ assembly, adopt proposal of the agenda and proposal of decisions for the general shareholders’ assembly and control their execution.
The Supervisory Board shall select and remove the chairperson of the supervisory board.
The Supervisory Board shall appoint and remove members of the management board, including the chairperson of the management board.
The Supervisory Board shall appoint and remove members of the audit committee.
The Supervisory Board shall consider annual report on the work of the audit committee.
The Supervisory Board shall appoint and remove members of the remuneration committee, risk committee, nomination committee and other committees established to provide professional assistance in the performance of the oversight over the credit institution operations.
The Supervisory Board shall consider and take a position on findings from the Central Bank reports and reports of other supervisory authorities on the examination performed, within 30 days as of the day of report on examination is submitted.
The Supervisory Board shall perform other tasks set by law, regulations adopted pursuant to the Law and articles of association of the credit institution.
A member of the supervisory board shall notify the Central Bank of:
- his appointment or termination of the function in management bodies in another legal person
- legal transactions that enabled to that member of the supervisory board or some of his immediate family members to directly or indirectly acquire shares in a legal person, based on which he has independently or jointly with his immediate family members acquired a qualifying holding in such other legal person or based on which their holding fell below the qualifying holding limit
Nomination Committee
The Nomination Committee consists of three members:
Božo Milatović
Chairman of the Nomination Committee
Alfredo Longo
Member of the Nomination Committee
Josip Pecirep
Member of the Nomination Committee
Powers and Responsibilities of the Nomination Committee
The credit institution shall disclose, in the manner referred to in Article 237 paragraph (3) of the Law, the target for representation referred to in paragraph (1) item 2) of this Article, as well as the policy referred to in paragraph (1) item 2) of this Article and its implementation.
In exercising its duty, the nomination committee may use all resources it deems adequate, including also use of expert assistance from persons outside of the credit institution charged to the credit institution.
In accordance with Article 48 of the Law on Credit Institutions, the nomination committee shall:
- identify and propose candidates for selection of members of the supervisory and management boards of the credit institution, evaluate the balance of knowledge, skills, diversity in composition and experience of the management body, prepare a description of powers and qualifications required for a particular appointment and assess the time commitment expected to discharge such an appointment
- decide on a target for the representation of the underrepresented gender in the supervisory board or management board and prepare a policy on how to increase the number of the underrepresented gender in such bodies in order to meet that target representation
- regularly, and at least annually, assess and as needed, propose changes to the structure, size, composition and performance of the supervisory and management boards of the credit institution
- regularly, and at least annually, assess the knowledge, skills and experience of individual members of the supervisory and management boards, as well as of those bodies collectively, and report of such assessment to the management bodies and persons to which such assessment refers
- regularly review the policy for selection and appointment of senior management and make recommendations and proposal to the management board for the improvement of such policies if needed
- on an ongoing basis, to the extent possible, take account of the need to ensure that the management and supervisory boards’ decision-making is not dominated by individuals or small group of individuals, in order to protect the interests of the credit institution as a whole
- perform other tasks set by regulations adopted pursuant to the Law
Remuneration Committee
The Remuneration Committee consists of three members:
Adrijana Stevanović
Chairwoman of the Remuneration Committee
Alfredo Longo
Member of the Remuneration Committee
Josip Pecirep
Member of the Remuneration Committee
Powers and Responsibilities of the Remuneration Committee
One member of the Remuneration Committee, who is not a member of the Risk Committee, should attend the meetings of the Risk Committee and vice versa.
The remuneration of persons managing control functions shall be supervised and monitored by the Remuneration Committee.
In accordance with Article 50 of the Law on Credit Institutions, the Decision on the Management System in a Credit Institution, the Remuneration Committee shall:
- prepare decisions of the supervisory board connected with the remuneration of employees, including decisions that have impact on the credit institution risk exposure and to the risk management
- carry out other tasks set by the regulations
The Remuneration Committee, in addition to the tasks specified in Article 50 paragraph (2) item 1) of the Law, shall:
- provide support and advise the Supervisory Board regarding remuneration policy, practices and processes related to remuneration
- check whether the existing remuneration policy is adequate and, if necessary, makes proposals for changes to those policies with a proposal for a plan to eliminate the identified shortcomings
- propose external remuneration experts that the supervisory board intends to engage for advice or support
- provide shareholders with information on remuneration policies and practices, and in particular on the proposed higher maximum ratio of variable to fixed parts of total remuneration
- assess the mechanisms and systems adopted to ensure that the remuneration policy properly takes into account the risk profile and capital structure, that the overall remuneration policy is aligned with the overall strategy, objectives, corporate culture and long-term interests of the credit institution and that it promotes sound and efficient risk management
- assess the achievement of the objectives of the remuneration policy and the need for subsequent adjustments, including the application of malus and clawbacks
- analyse possible scenarios in order to determine the impact of external and internal events on remuneration policies and practices
- test the criteria for awarding variable remuneration before determining and awarding it
Risk Committee
The Risk Committee consists of three members:
Josip Pecirep
Chairman of the Risk Committee
Aco Aleksić
Member of the Risk Committee
Adrijana Stevanović
Member of the Risk Committee
Powers and Responsibilities of the Risk Committee
In accordance with Article 49 of the Law on Credit Institutions and the Decision on the Governance System in a Credit Institution, the Risk Committee shall:
- advise and provide support to the supervisory board with regard to monitoring the credit institution's overall current and future risk management strategy and risk appetite, taking into account all types of risk for ensuring compliance with business policy, strategy, objectives, corporate culture and values of the credit institution
- review whether prices of receivables and liabilities offered to clients take fully into account the credit institution's business model and risk strategy, and where such price does not reflect risks taken in accordance with the business model and risk strategy, present a remedy plan to the management board
- irrespective of the tasks of the remuneration committee, in order to establish and implement appropriate remuneration policy, examine whether incentives provided by the remuneration system take into consideration risk, capital, liquidity and the likelihood and timing of earnings
- perform other tasks in accordance with regulations adopted pursuant to the Law
The Risk Committee, in addition to the tasks referred to in Article 49 paragraph (1) of the Law, shall:
- provide recommendations to the supervisory board for adjusting the risk management strategy arising, in particular, from changes in the credit institution's business model, market developments or recommendations of the risk control function
- provide support in supervising the implementation of the risk management strategy, in particular liquidity risk, market risk, credit risk and operational risk, for the purpose of assessing them in relation to the approved risk appetite and risk management strategy
- provide advice on the selection of external experts that the supervisory board intends to engage
- analyse a range of possible scenarios, including stress testing, in order to assess the effect that scenario will have on the credit institution's risk profile
- analyse the recommendations of the internal audit and external auditor and monitors the implementation of the measures taken
A credit institution that is not significant in terms of its size, internal organisation, type, scope and complexity of the activities it performs may establish a combined risk and audit committee.
The members of the risk and audit committee referred to in paragraph (3) of this Article must have appropriate knowledge, skills and expertise required for members of both committees.
The credit institution shall ensure that the members of the risk committee, or the risk and audit committee, have appropriate access to information on the credit institution's risk profile and, if necessary and appropriate, access to the risk management function and advice from external experts.
The risk committee, or the risk and audit committee, shall determine the type, amount, form and frequency of risk information that it will receive from the organizational units or functions within the credit institution.
The members of the risk committee must have appropriate knowledge, skills and expertise in order to fully understand and monitor the implementation of the risk strategy and the credit institution's risk appetite.
Organizational Chart
Download the Universal Capital Bank mobile app
Your finances at your fingertips
.svg)
