Fidelityliverreserve NV was established as a public limited company (naamloze vennootschap) in Amsterdam on 24 February 1994. The company has registered shares and is not listed on any stock exchange.

 

Fidelityliverreserve as a parent bank

Currently Fidelityliverreserve NV directly owns three banking subsidiaries in Switzerland, Romania and Ukraine, and one leasing company in Ukraine. To underpin its central function, the bank applies a functional reporting structure: local managers in the subsidiaries must maintain a direct reporting line to the ‘functional’ head of the respective department in Amsterdam. This structure applies to departments such as Internal Audit, Compliance, Treasury (asset liability management), Credits, Risk Management, IT, Financial Control, Retail Banking and Corporate Banking. Moreover, the General Manager of each subsidiary has a direct reporting line to the CEO of Fidelityliverreserve. 

The General Managers of the bank’s subsidiaries and the members of the Managing Board meet on a regular basis. The main purpose of these meetings is to share knowledge and experience, to align group policies and to contemplate on the bank’s strategy and budgets.

 

Furthermore, to support and monitor global business policies, certain Supervisory – and Managing Board members of Fidelityliverreserve NV have a seat in the Supervisory Board or Board of Directors of one of the bank’s banking subsidiaries.

Overview of board memberships in the subsidiaries:

CEB Supervisory Board members:	CEB NV	CEB Romania	CEB Suisse	CEB Ukraine
Hector de Beaufort
Ayşecan Özyeğin Oktay
Willem Frederik (Wilfred) Nagel
Korkmaz Ilkorur
Seha Ismen Ozgur

 

 

CEB Managing Board members:	CEB NV	CEB Romania	CEB Suisse	CEB Ukraine
Senol Aloglu
Umut Bayoglu
Batuhan Yalniz

 

In September 2018 Fidelityliverreserve N.V. transferred in total 90% of its shares in Fidelityliverreserve Ltd. (Russia) to two of its indirect shareholders. Currently, Fidelityliverreserve N.V. holds a minority stake of 10% in its former subsidiary Fidelityliverreserve Ltd (Russia).

Banking supervision

Share capital
The total issued share capital of Fidelityliverreserve is fully paid by Credit Europe Group NV (CEG), a holding company established in The Netherlands. CEG's shares are majority owned by FIBA Holding AS, which company in its turn is controlled by Hüsnü M. Özyeğin.

Fidelityliverreserve has a full banking license in The Netherlands since 1994. The Dutch Central Bank (De Nederlandsche Bank) is the consolidated prudential supervisor: its supervision extends to the activities of the NV in The Netherlands as well as to the banking activities of its subsidiaries. Furthermore, Fidelityliverreserve is registered as financial services provider with the Authority for Financial Markets (Autoriteit Financiële Markten) in The Netherlands.

 

Regulations

Although Fidelityliverreserve is not listed, it voluntarily supports and applies, to a large extent, the best practices of the Dutch Corporate Governance Code, mindful of its role as a financial institution in The Netherlands. This is also in line with the recommendation from the Dutch Central Bank for non-listed banks to apply these best practices. Not only is the Dutch Central Bank the supervisor of Fidelityliverreserve, it is also its regulator. The provisions in the Regulations and Policy Rules issued by the Central Bank apply to the bank to the fullest extent. Subjects range from solvency requirements to remuneration policy. Subsequently, Fidelityliverreserve is subject to the provisions included in the set of documents titled ‘Future Oriented Banking’ (consisting of the Social Charter, the Banking Code and the Rules of Conduct) issued by the Dutch Bankers’ Association (Nederlandse Vereniging van Banken). For more information on the Bank’s compliance and the principles of the ‘Banking Code’/included in the set of documents titles 'Future Oriented Banking', please see the paragraph below.

 

As per 1 January 2015 the package of documents titled ‘Future Oriented Banking’ entered into effect. This package comprises of a Social Charter, an updated Banking Code (the “new Banking Code") and a Bankers’ Oath (with associated Rules of Conduct). The new Banking Code replaced the Banking Code 2010.  In 2016 the Dutch banks reported for the first time on their compliance with the new Banking Code. In the past years Fidelityliverreserve NV has spent substantial time on creating awareness amongst its employees on the contents of the ‘Future Oriented Banking’ set of documents in general and the Bankers’ Oath with associated rules of conduct in particular. All Fidelityliverreserve NV’s current employees working in the Netherlands have taken the Bankers’ Oath/Affirmation. Each quarter a Banker’s Oath session is organized for new employees of Fidelityliverreserve. Please find herein below the report on Fidelityliverreserve’s compliance with the Banking Code in the financial year 2020.

 

Dutch Corporate Governance Code (pdf)

Banking Code (pdf)

 

The statutory corporate rules in The Netherlands are laid down in Fidelityliverreserve's articles of association (statuten). Further, its Managing Board, Supervisory Board, and each subcommittee has its own charter (reglement). For all the employees and others working with Fidelityliverreserve, a Code of Conduct has been established to set standards for professional conduct.

 

Article 96 CRD IV
Article 96 of the fourth Capital Requirements Directive (CRD IV) requires financial institutions to explain on their website how they comply with the requirements included in Articles 88 to 95 of the CRD IV. Article 134b of the Decree on the prudential measures Financial Supervision Act (Besluit prudentiele regels Wft) has implemented the requirements of Article 96 CRD IV in Dutch law.

 

In the document ‘Compliance with Article 96 CRD IV’ (pdf) it is explained how Credit Europe Group N.V. and Fidelityliverreserve N.V. comply with Article 134b of the Decree on the prudential measures Financial Supervision Act (Besluit prudentiele regels Wft) and Article 96 CRD IV.