Governance structure of the organization, including committees under the highest governance body responsible for specific tasks, such as setting strategy or organizational oversight

Governance structure of the organization, including committees under the highest governance body responsible for specific tasks, such as setting strategy or organizational oversight

• Reference Number: 4.1
• Related Status: Reported
• GRI Status: Core GRI Indicator

The EIB has four statutory bodies:
- Three decision-making bodies: the Board of Governors, the Board of Directors and the Management Committee
- One control body: the Audit Committee

● In accordance with the EIB’s Statute, drawn up as a Protocol (No 5) annexed to the Treaty on European Union and the Treaty on the Functioning of the European Union, the Board of Governors, which is a non-resident board, comprises ministers designated by each of the 27 Member States. Their designation is independent of the EIB’s functioning and changes often occur as a result of government reshuffles. Governors are, de facto, independent and non-executive. They collectively share responsibilities, including for economic, social and environmental performance.
In 2011, between 7 and 15% of the members of the Board of Governors were women.

The Board of Governors lays down credit policy guidelines, approves the annual accounts and balance sheet, and decides on the Bank’s participation in financing operations outside the European Union as well as on capital increases. It also appoints the members of the Board of Directors, the Management Committee and the Audit Committee and makes all decisions regarding their remuneration.

● The Board of Directors comprises 28 Directors, one Director nominated by each Member State and one by the European Commission, as well as 18 Alternate Directors, some nominated by individual Member States and some by groups of Member States. In order to broaden its professional expertise the Board has made use of the possibility of co-opting six non-voting experts. The Board of Directors is a non-resident board. Directors are independent and non-executive. In 2011, 29% of the members of the Board of Directors were women (21% as full members and 41% as alternate members). Members and alternate members of the Board of Directors are appointed by the Board of Governors following nomination by the Member States or the European Commission: their designation is independent of the EIB’s functioning. Experts are nominated by the President, but are co-opted by the Board of Directors.

The Board of Directors takes decisions in respect of granting finance, particularly in the form of loans and guarantees. The Board of Directors is informed about the economic, financial, social, environmental and, when relevant, human rights aspects of every project that is directly financed by the Bank. It  also approves the amounts to be borrowed by the Bank.  The Board of Directors ensures that the Bank is properly run and managed in accordance with the provisions of the Treaties and its Statute and with the general directives laid down by the Board of Governors. Board members are appointed for a five-year period and are responsible solely to the Bank.

Three Board committees provide non-binding opinions to the Board of Directors in order to facilitate its decision-making process. The members are chosen from among the Directors and Alternate Directors of the Board.
1. A Committee on Staff Remuneration, composed of eight Directors, examines proposals concerning the Bank’s staff budget (pensions and remuneration) and related issues.
2. A Risk Policy Committee, which comprises nine members of the Board of Directors, reviews the Bank’s policies with respect to credit, market and liquidity risks. It provides opinions to the Board of Directors as to whether these policies are appropriate and monitors their implementation by reviewing the Bank’s risk profile.
3. An Equity Participation Policy Committee, comprising nine Board members, examines the policy issues that arise from direct and indirect equity participations held or acquired by the European Investment Bank.

An Ethics and Compliance Committee reinforces the role of the Board of Directors in overseeing the implementation of corporate values, especially as concerns any conflicts of interest that might emerge within the Management Committee or the Board of Directors. This committee is composed of the three longest-serving Directors, as well as the Chairman of the Audit Committee, while the EIB Group Chief Compliance Officer participates in its meetings without the right to vote.

● The Management Committee is the Bank’s permanent collegiate executive body. It has nine members: the President of the EIB and eight Vice-Presidents. Its members are appointed by the Board of Governors on a proposal from the Board of Directors. In 2011, between 11 and 22% of its members were women (from January to July 2011, there were two women in the Management Committee, and after that date, only one woman).
Under the authority of the President and the supervision of the Board of Directors, the Management Committee oversees the current business of the Bank, prepares decisions for the Board of Directors and ensures that these are implemented. In accordance with the EIB’s Statute, the Management Committee is the Bank’s resident board; its members are solely responsible to the Bank and independent in the performance of their duties.

● The Audit Committee is an independent body answerable directly to the Board of Governors. It comprises six members (currently including two women) with a non-renewable term of six consecutive financial years. A maximum of three observers can be appointed, also for a non-renewable term of six years, by the Board of Governors, on the basis of their qualifications, in particular with regard to banking supervision expertise. The Audit Committee currently includes one observer: Jukka Vesala, appointed in 2011 for a term of six years.

The Audit Committee i) annually ascertains that the operations of the Bank have been conducted and its books kept in a proper manner, ii) confirms that the financial statements give a true and fair view of the financial position of the Bank, and iii) verifies that the Bank’s activities conform to best banking practice.

All the 27 European Union nationalities are represented in the Board of Directors and the Board of Governors.