Nexent Bank N.V. 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.

Nexent Bank as a parent bank

Currently Nexent Bank N.V. directly owns two banking subsidiaries in Switzerland and Ukraine. Its subsidiary in Romania continued as a branch office of Nexent Bank N.V. with effect from 1 January 2025 as a result of the completion of a cross-border merger and branch conversion process. To underpin its central function, the bank applies a functional reporting structure: local managers in the subsidiaries maintain a direct reporting line to the functional head of the respective division in Amsterdam. This structure applies to divisions such as internal audit, compliance, treasury (asset-liability management), corporate and FI credits, financial risk management, financial control and corporate banking. Moreover, the general managers of all subsidiaries report directly to the CEO of Nexent Bank. 

The general managers of the bank’s subsidiaries and the members of the Managing Board meet on a regular basis in so-called general managers’ meetings. The main purpose of these meetings is to share knowledge and experience, to align group policies and to consider the bank’s strategy and budgets.

Furthermore, in order to ensure that Nexent Bank’s business policies are applied consistently and for Nexent Bank to exercise control over its subsidiaries, the CEO or another Managing Board member of Nexent Bank sits on the Supervisory Board or Board of Directors of the subsidiaries of Nexent Bank. In addition to each of these local boards, one or two independent Nexent Bank Supervisory Board members have been appointed as non-executive board members.

Overview of board memberships in the subsidiaries:

Share capital and Banking supervision

The total issued share capital of Nexent Bank is fully paid by  CEG N.V., 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.

Nexent Bank has had a full banking license in the Netherlands since 1994. The Dutch Central Bank (De Nederlandsche Bank or DNB) is the consolidated prudential supervisor; its supervision extends to Nexent Bank’s banking activities in the Netherlands and the banking activities of its subsidiaries. In addition, Nexent Bank is registered as a financial services provider with the Netherlands Authority for Financial Markets (Autoriteit Financiële Markten or AFM).

Regulations

Although Nexent Bank is not listed, it supports and applies, to a large extent, the best practices of the Dutch Corporate Governance Code, in line with DNB regulations and mindful of its role as a financial institution in the Netherlands. Not only is the Dutch Central Bank the supervisor of Nexent Bank, but it is also its regulator, applying the provisions of its supervisory regulations and policy rules. Furthermore, Nexent Bank is subject to the provisions of the Banking Code (Code Banken). The sector-wide principles of the Banking Code were announced by the Dutch Bankers’ Association (Nederlandse Vereniging van Banken) with effect from January 1, 2010 and were updated as of January 1, 2015. The Banking Code forms part of the set of documents titled Future Oriented Banking. This package comprises the Social Charter, the Banking Code and the Bankers’ Oath (with associated Rules of Conduct and a disciplinary system).  All Nexent Bank 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 Nexent Bank.

Please find herein below the report on Nexent Bank’s compliance with the Dutch Corporate Governance Code and the Banking Code in the financial year 2023.

Please click here for the report on Nexent Bank’s compliance with the Dutch Corporate Governance Code and the Banking Code.

The statutory corporate rules in the Netherlands are laid down in Nexent Bank's articles of association (statuten). Further, its Managing Board, Supervisory Board, and each subcommittee has its own charter (reglement). For employees and others working with Nexent Bank, a Code of Conduct has been established to set standards for professional conduct. Furthermore, an extensive set of internal governance-related policies and procedures apply to our employees, ranging from “whistle-blower” procedures to policies relating to expenses.

Article 96 CRD V

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

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