Bondora Supervisory Board

SUPERVISORY BOARD STRUCTURE

In accordance with Bondora´s articles of association, the Supervisory Board, which oversees the Management Board, is currently comprised of three directors who were appointed at a general meeting of shareholders. Joao Monteiro, Mati Otsmaa and Phil Austern. The details are set out below.

Joao Monteiro (Chairman of the Supervisory Board)

Joao Monteiro is an international manager with a primary focus on strategic repositioning and restructuring of business operations and supply chains. He is Head of Global Business Development of Contract Logistics at Kuehne+Nagel. Previously, he was involved in organizational development at LSG Sky Chefs as well as Roland Berger, the leading European management consulting firm. Mr. Monteiro holds an AMP certification from the Harvard Business School.

In addition to the directorship roles described above, Mr. Monteiro holds or has held the directorships (or, in certain cases, what were once members of partnerships) detailed in the table below, at some time during or over the last five years.

Current directorships/partnerships  Past directorships/partnerships
Member of the management board: Mosaic Capital Partners Ltd Chairman of the Supervisory Board: Bondora AS  

Mati Otsmaa (Supervisory Board Member)

Mati Otsmaa is a C-level management executive from San Francisco with extensive experience in building e-commerce and financial service businesses. He has worked in a senior marketing capacity internationally, with focus on consumer credit lending, for American Express, Barclays, Citibank, Chase, Experian, HSBC, Hyundai and Providian. Mr. Otsmaa has an MBA from the University of Southern California.

In addition to the directorship roles described above, Mr. Otsmaa holds or has held the directorships (or, in certain cases, what were once members of partnerships) detailed in the table below, at some time during or over the last pive years.

Current directorships/partnerships  Past directorships/partnerships
Director: Market Direct Inc. Member of the Supervisory Board: Bondora AS Director: AffiniCorp Inc. 

Phil Austern (Supervisory Board Member)

Phil Austern is a Partner and founding member of Valinor Management LLC. Prior to that, he was an analyst at Bridger Capital. From 2005 to 2006, Mr. Austern was a vice president at Francisco Partners and a member of the team that launched the firm’s London office; from 2000 to 2003, he was an Associate at the firm. Earlier in his career, Mr. Austern was an analyst at DLJ Merchant Banking Partners, the leveraged buyout arm of Donaldson, Lufkin & Jenrette.

Mr. Austern graduated cum laude from New York University’s Stern School of Business with a BS in finance and economics and received in 1998 and earned an MBA from the Wharton School of the University of Pennsylvania in 2005.

In addition to the directorship roles explained above, Mr. Austern holds or has held the directorships (or, in certain cases, what were once members of partnerships) detailed in the table below, at some time or over the last five years.

Current directorships/partnerships  Past directorships/partnerships
Member of the Supervisory Board: Bondora AS  

SUPERVISORY BOARD 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.

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