Corporate Governance
The governance system within S.A.I. Atlas Asset Management S.A. (hereinafter referred to as "S.A.I. Atlas A.M.") is based on the implementation of an operational flow that ensures the fulfillment of the legislative provisions in the matter of corporate governance. The purpose of corporate governance within S.A.I. Atlas A.M. is to ensure transparency and trust in the services offered by S.A.I. Atlas A.M..
The organizational structure of S.A.I. Atlas A.M.
The organizational chart reflects the way of organization, subordination and connections between the company's departments and is based on the following structures::
· General Meeting of Shareholders
· The Board of Administration
· Audit Committee
· Investment Committee
· Effective leadership
· The Compliance Department
· Risk management department
· Departments, according to the organizational chart (here).
The management and administration of S.A.I. Atlas A.M. are carried out by:
· General Meeting of Shareholders
· The Board of Administration
· Effective leadership
S.A.I. Atlas A.M. control is carried out by:
· Compliance department
· The financial auditor
· Internal audit
· Audit Committee
· Risk department
The enforcement of corporate governance principles is carried out by: catre:
· Board of administration
· Managers of S.A.I. Atlas A.M.
Coordination and supervision of departments by Managers
I. The General Manager coordinates and supervises::
· Research & Investments Department
· Financial Accounting Department
II. The Deputy General Director coordinates and supervises
· Back Office Department
· IT Department
The main characteristics of the governance system
The governance system within S.A.I. Atlas Asset Management S.A. is based on compliance with the following principles:
a. ensuring a transparent and adequate organizational structure within S.A.I. Atlas A.M.;
b. appropriate allocation and appropriate separation of responsibilities;
c. appropriate risk management/risk management through the permanent monitoring of S.A.I. Atlas A.M. risks by the person responsible for risk management;
d. the adequacy of policies and strategies, as well as internal control mechanisms;;
e. ensuring an effective communication and information transmission system;
f. the application of solid operational procedures to prevent the disclosure of confidential information;
g. monitoring potential conflicts of interest;
h. fulfilling the principles of the employee remuneration policy;
i. compliance with all internal rules and procedures of S.A.I. Atlas A.M..
The conclusions of the evaluation of the financial position;
The financial auditor of S.A.I. Atlas A.M. and of the managed funds is Deloitte Audit SA.
According to the financial auditor's report on 31.12.2021, the financial statements faithfully present, under all significant aspects, the financial position and performance for the financial year and the cash flows for the financial year ended on 31.12.2021. The financial statements as of 31.12.2O21 were drawn up in accordance with A.S.F. Norm no. 39/2015 for the approval of the Accounting Regulations in accordance with the International Financial Reporting Standards applicable to entities authorized, regulated and supervised by the A.S.F. in the Financial Instruments and Investments Sector, as well as the Fund Compensation of Investors.
The main characteristics of the formal framework regarding the application of financial reporting principles and practices, including those of prudential reporting
The financial statements of S.A.I. Atlas A.M. as well as the managed funds are drawn up in accordance with the International Financial Reporting Standards (I.F.R.S.) and the A.S.F. regulations in force.
The accounting policies have been developed in such a way as to ensure the provision of information that (1) faithfully represents the results and financial position of S.A.I. Atlas A.M. and the managed funds, (2) is easy to understand by users (3) relevant in making decisions such as and (4) comparable, to compare financial statements over time.
The organizational structures within S.A.I. Atlas A.M. involved in the application of financial reporting principles and practices, including those of prudential reporting, are:
The Audit Committee (1) informs the members of the board of directors about the results of the statutory audit, (2) monitors the financial reporting process and submits recommendations or proposals to ensure its integrity (3) monitors the effectiveness of the internal quality control systems and the systems of risk management of the entity and, as the case may be, of the internal audit regarding the financial reporting of the audited entity, without violating its independence (4) monitors the audit of the annual financial statements, especially its performance, taking into account the findings and conclusions of the competent authority, in accordance with the relevant regulations in force (5) is responsible for the selection procedure of the financial auditor or the audit firm and recommends the appointment in accordance with the relevant regulations in force, (6) evaluates and monitors the independence of financial auditors or audit firms in accordance with the regulations countries in force.
The Board of Directors is responsible for ensuring the existence of an adequate framework for verifying the way in which the specific legislation regarding reporting to the A.S.F. is applied, as well as the information transmitted to the A.S.F., at its request, regarding certain actions taken by S.A.I. Atlas A.M..
The Internal Auditor has the obligation to supervise the management of S.A.I. Atlas A.M., to verify the correct preparation of the financial statements, the regular keeping of the registers, the legal evaluation of the patrimonial elements.
The Compliance Department supervises compliance by S.A.I. Atlas A.M. and its staff with the legislation in force concerning the capital market, as well as with internal regulations.
The Risk Department identifies, quantifies and manages the relevant risks for S.A.I. Atlas A.M. and the managed funds.
The main characteristics of the system regarding the administration/management of risks
The company has implemented a complete set of procedures and rules, related to the specific risks of the activity carried out both for S.A.I. Atlas A.M. and for the managed funds, and a rigorous control of costs to maintain an adequate financial position, respecting both the legal limits of adequacy of capitals as well as those approved internally, which are much more conservative.
The market risk of the financial instruments of S.A.I. Atlas A.M. and of the managed funds is managed daily within the risk department through the permanent monitoring of the financial positions of S.A.I. Atlas A.M. and the managed funds for their permanent inclusion in the risk categories approved internally and according to the regulations in force.
The evaluation and management of market risks, credit risks, liquidity risks as well as treasury flow risk are quantified internally through daily monitoring and reporting to A.S.F. of legal reports. The indicators regarding the adequacy of own funds as well as the control of exposures are reported to the Financial Supervisory Authority, Financial Instruments and Investments sector according to the legislation in force and internal rules.
The risks related to professional liability are covered, according to E.U. Regulation 231/2015, from the additional own funds that amount to at least 0.01% of the value of the managed F.I.A. portfolios. The value of the managed portfolios is the sum of the absolute values of all assets, including the assets acquired through the use of leverage, the derivative financial instruments being valued at their market value
The conclusions of the evaluation of the effectiveness of the administration/risk management system.
Every six months, the members of the board of directors evaluate the effectiveness of the risk management system. Following this evaluation, it was found that the risk management system is operational and adequate to the complexity of S.A.I. Atlas A.M.'s activity. No risks were identified that could disrupt the activity of S.A.I. Atlas A.M. and the managed funds.
Risk is inherent in the activities of S.A.I. ATLAS A.M., but it is managed internally through a continuous process of identification, measurement and monitoring.
Whistleblowing Policy
The whistleblowing policy aims to provide assistance to employees, clients or other parties who interact with the activity carried out by S.A.I. Atlas A.M. and who suspect cases of market abuse, violation of professional conduct or incorrect use of regulations, ethical violations, frauds and any other aspects of non-compliance that would bring image, commercial damage or attract legal sanctions, so that it can communicate, in a confidential manner, real and significant suspicions regarding the way the activity is managed.
S.A.I. Atlas A.M. has established different communication channels that can be used by the company's employees, clients or other parties that have relations with the company's activity to address a suspicion as follows:
a) by sending an explanatory document by post to the company's address;
b) via e-mail, to the compliance officer: nicoleta.ionel@atlas-am.ro.
More details regarding the warning policy can be obtained at the headquarters of S.A.I. Atlas A.M. in Sos. Bucuresti-Ploiesti no. 7A, floor 6, office 1 or by phone +40 371 306 540.