Governance

The role of the administrative, management and supervisory bodies (GOV-1)

The Board of Directors

The Board of Directors bears responsibility for the medium- to long-term strategic orientation of VP Bank. It is responsible for the overall management, supervision and control of the bank. Liechtenstein legislation provides for a clear separation of the overall management, supervision and control duties performed by the Board of Directors and the duties performed by operational management. The Board of Directors of VP Bank consists exclusively of non-executive members. The corporate governance structure of VP Bank is therefore based on a two-tier system of corporate management.

The Board of Directors of VP Bank consists of seven members. The proportion of women on the Board of Directors is 28.6 per cent. No member has belonged to Group Executive Management (GEM) or the Executive Board of a subsi­diary company during the past three financial years. Two members of the Board of Directors are representatives of anchor shareholders; the other five members (71.4 per cent) are independent. There is no representation of employ­ees or other workers on the Board of Directors. The members of the Board of Directors have individual and collect­ive experience relevant to the sectors, products, geographical locations and sustainable orientation of VP Bank.

The table below provides information on the names, ages, functions, dates of appointment, independecne and remaining terms of office of the members of the Board of Directors, as well as their completion of the "Responsible Banking for Board Members and Executives" course offered by the Principles for Responsible Banking (PRB) Academy. The aim of this course is to familiarise executives and board members with the material aspects of the Paris Agreement, the UN Sustainable Development Goals (UN SDGs) and the Principles for Responsible Banking (PRB) and to enable them to make informed decisions about the impacts, risks and opportunities associated with environmental, social and governance issues.

The Board of Directors is a collegial body responsible for overall management, supervision and control of executive management according to law and the Articles of Association of VP Bank. In this context, it ensures the safe, performance-focused and forward-looking management of VP Bank by GEM. To be able to fulfil its duties, the Board of Directors is supported by four committees: the Nomination & Compensation Committee (NCC), the Audit Committee (VAU), the Risk Committee (VRI) and the Strategy & Digitalisation Committee (SDC). In addition, there is a sustainability officer on the Board of Directors who represents sustainability aspects across all committees and supports their systematic and uniform implementation.

The tasks, powers of authority, rights and obligations of the various committees are laid down (publicly) in the Organisation and Business Rules. The functions of the Board of Directors committees are also set out in their own regulations. Sustainability aspects are set out in the Sustainability Governance Regulations of the Board of Directors. These also define the tasks of sustainability officers.

Changes to business activities or new regulatory requirements concerning sustainability aspects result in the creation of new tasks within GEM and increase the complexity of operations. This results in additional requirements in terms of the supervisory duties of the Board of Directors. The NCC reviews at least once each year whether new requirements apply as regards the qualifications of the members of the Board of Directors or of GEM, as well as holders of key functions and whether these are sufficiently fulfilled by the governing bodies as a whole or by individual persons. Where a deficit is discovered, the NCC immediately initiates measures to ensure smooth management across all members of the governing body and for holders of individual functions. In addition, the Board of Directors carries out a self-evaluation each year. In this context, measures for the further development of the Board of Directors are discussed.

The Board of Directors has adopted guidelines on the induction and training of members of the Board of Directors. The concept includes the induction programme for new members, continuing education within the Board of Directors and individual continuing education. With the aim of building up expertise in the field of sustainability, during the 2022/23 term in office, some members of the Board of Directors completed the “Responsible Banking for Board Members and Executives” course run by the Principles for Responsible Banking (PRB) Academy.¹ The acquisition of competence was ensured by way of a final examination. Internal training is also carried out for the members of the Board of Directors. Furthermore, they can draw on sustainability expertise within the bank, in particular through the interface between sustainability officers on the Board of Directors and the Head of Group Sustainability.

Tasks of the Board of Directors with regard to sustainability

The Board of Directors defines the sustainability strategy and coordinates it with the corporate strategy, including sustainability targets (liaising with the SDC). The Board of Directors bears overall responsibility for risk management, including ESG risks and climate-related financial risks. Sustainability targets, based on the double materiality analysis (DMA) and the resulting metrics, are presented to the Risk Committee (VRI) and the Strategy & Digitalisation Committee (SDC) on a quarterly basis as part of the quarterly risk report in the form of an ESG scorecard for monitoring progress.

The Sustainability Governance Regulations of the Board of Directors list the following main tasks:

• Evaluation of the relevance of sustainability topics for the strategy and business activities of VP Bank and its subsidiary companies
• Definition of a sustainability strategy that is coordinated with the corporate strategy, including sustainability targets (liaising with the SDC)
• Providing a holistic framework for sustainability governance for VP Bank, including the following aspects:
• A sustainability strategy as part of the bank’s strategy process
• Definition of functions and responsibilities
• Reporting to GEM and the Board of Directors
• Ensuring the availability of sustainability-specific expertise and knowledge as part of the skill set of members of the Board of Directors (coordinating with the Nomination & Compensation Committee)
• Definition and implementation of criteria for sustainability risks (liaising with the Risk Committee)
• Ongoing monitoring of the implementation of the sustainability strategy and the achievement of KPIs (in conjunction with the SDC)
• Evaluation of the implementation of voluntary sustainability frameworks
• Appointment of a sustainability officer on the Board of Directors

The sustainability officer on the Board of Directors supports the Board of Directors in performing its tasks with regard to the overall direction, supervision and control of the bank and the banking group, insofar as these relate to environmental and social sustainability as well as the sustainable corporate governance of the bank and the banking group.

The sustainability officer on the Board of Directors is nominated by the NCC and appointed annually by the Board of Directors. They report to the SDC. The sustainability officer on the Board of Directors acts as the interface between the Board of Directors and its committees as well as the CEO and the person responsible for operational implementation of the sustainability strategy (Chair of the Sustainability Board and Head of Group Sustainability). The main tasks include participation in the strategy process at administrative level and evaluation of the ESG report, the sustainability report and the audit report. The sustainability officer is invited to the SDC meetings at least three times each year to report on, present and discuss sustainability-related topics.

Group Executive Management

Group Executive Management (GEM) is responsible for the management of VP Bank Group. The GEM of VP Bank consists of six members. The employee representation organisation does not have any members in GEM. The proportion of women in GEM is 0 per cent. The members of GEM have individual and collective experience relevant to the sectors, products and geographical locations of VP Bank.

As of 31 December 2025, the GEM was made up of the following individuals:

GEM is the Group’s governing body. It supports the Board of Directors in the development of strategy and is responsible for its implementation and results. It also supports cooperation within VP Bank Group. Its tasks and competencies are specified in the Organisation and Business Rules and the function descriptions for the individual members of GEM. The results of the double materiality analysis are confirmed by GEM and presented to the Board of Directors for information purposes.

The CEO is responsible for the overall management of the Group and group-wide coordination. The members of GEM generally meet every two weeks for a session. Additional meetings and workshops are held for the purpose of assessing the strategy and corporate development, including sustainability aspects, as well as for dealing with annual planning, budgeting and other current issues.

GEM is responsible for the implementation of and compliance with the risk policy approved by the Board of Directors (regulations and risk strategies) with the following duties:

• Operationalisation of the Risk Appetite Statement adopted by the Board of Directors and monitoring compliance with it
• Ensuring the operational functioning of the risk management process and internal control systems
• Appointment of the bodies necessary for effective risk management and determination of tasks, powers and responsibilities
• Periodic review of the risk policy, risk framework and risk strategies

Sustainability Board

The Sustainability Board is a cross-divisional steering committee in which VP Bank's central business areas are represented. The respective managers report regularly on progress, actions and challenges in connection with the ESG Scorecard key operating indicators assigned to them. This creates a consistent and transparent information base across departments. Potential thematic overlaps can thus be identified and addressed at an early stage. In addition to monitoring the current status, the Sustainability Board also discusses and develops future actions. The resulting recommendations are submitted to the Group Executive Management for decision and also brought to the attention of the sustainability officer on the Board of Directors .

Group Sustainability

The Group Sustainability department is responsible for the strategic focus, development and implementation of sustainability measures in the relevant business areas, sustainability-related reporting to stakeholders and monitoring progress. This also includes supporting the various business segments in the development and implementation of sustainability topics as well as enhancing employee awareness and training. The department works directly with the various departments to inform them about group-wide measures and objectives and to create a basis for discussing implementation proposals in the respective business segments. Key measures are submitted to the Sustainability Board and to GEM for resolution.

Dedicated Functional Experts

Dedicated Functional Experts (DFEs) were established in 2023 to ensure efficient, targeted dialogue between Group Sustainability and specialist departments. DFEs operate as points of contact and coordinators in the area of sustainability for their respective specialist area and liaise with the Head of Group Sustainability. Examples include cooperation with Facility Management in developing a plan for carbon-neutral operations, the development of a risk framework with colleagues from Risk and Compliance, the implementation of the bank’s investment philosophy for financial investments, the integration of sustainability aspects into internal audit activities and the recording of natural hazards and financed CO₂ emissions in the lending business.

Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies (GOV-2)

In 2025, progress on key indicators in the form of an ESG scorecard was regularly submitted to the Risk Committee (VRI) of the Board of Directors as part of the quarterly risk report, which is disclosed in chapter ESRS 2 MDR-T. Besides, it sets out the current status of the metrics associated with the impacts, risks and opportunities (IROs) identified as part of the DMA. In addition, the SDC of the Board of Directors addressed sustainability topics and the corresponding proposals made by GEM at three meetings. The main focus was on regulatory requirements, sustainability governance and the review of the ESG scorecard for progress reporting based on the material impacts, risks and opportunities identified under the DMA. The development of the climate transition plan was also discussed and the associated climate scenario analyses and selection of NGFS scenarios for quantitative analysis. The tactical targets and plans are defined and the sustainability matters are implemented and managed by the GEM and the Sustainability Board.

Voluntary commitments and public–private partnerships serve as a framework for setting targets and managing implementation. In addition, VP Bank focus on the training and continuing education of our employees in order to develop skilled, qualified specialists. This helps us set concrete targets, define effective indicators for measuring the achievement of objectives and monitor progress over time.

Integration of sustainability-related performance in incentive schemes (GOV-3)

No specific sustainability aspects are taken into account regarding compensation for the members of the Board of Directors. There are no plans to change the compensation scheme for the Board of Directors.

GEM compensation is based on the annual target agreements concluded with individual members, in which quantitative and/or qualitative targets are set. With the exception of governance topics, no other specific sustainability targets, such as greenhouse gas mitigation targets or other climate-related targets, are defined. Sustainability aspects of governance are covered by targets from the following areas: compliance with legislative requirements, corporate guidelines, including the Code of Conduct and the conduct of reviews of corporate risks and strategy planning regarding long-term value creation.

Deferred compensation instruments are used to create incentives for long-term, responsible action. The deferred compensation is vested over 7 years and is allocated in part in equities (restricted share plan). This is intentionally designed to promote medium-term, sustainable action. In addition, until ownership is transferred, the Board of Directors reserves the right to reduce or cancel the entitlements granted upon the occurrence of any defined events, under exceptional circumstances, in the event that any criminal offences or major breaches of regulatory requirements are committed, or if individual performance is unsatisfactory (e.g. compliance breaches). Furthermore, the Board of Directors may recover any previously transferred instruments within three years of any of the above-mentioned events.

Statement on due diligence (GOV-4)

The following table shows which parts of our sustainability statement contain information on our due diligence processes. This also includes a presentation of the most important aspects and steps of our due diligence process.

In addition to the ESRS requirement to disclose due diligence obligations, the sustainability statement also contains information on the legally mandatory due diligence requirements in Liechtenstein with regard to compliance with the provisions of the Act on Professional Due Diligence to Combat Money Laundering, Organised Crime and Terrorist Financing (Due Diligence Act, DDA; Gesetz über berufliche Sorgfaltspflichten zur Bekämpfung von Geldwäscherei, organisierter Kriminalität und Terrorismusfinanzierung, SPG) and the related implementing ordinance (Due Diligence Ordinance, DDO; Sorgfaltspflichtverordnung, SPV).

Risk management and internal controls over sustainability reporting (GOV-5)

Group Sustainability draws up the sustainability statement with the support of selected DFEs who act as points of contact for individual topics and coordinate the preparation of the sustainability chapter relevant for their area. They review the requirements in their area, ensure that all necessary information and data appear in the report and are consistent and show which data are estimates and where VP Bank is planning to take action.

The sustainability statement is subject to a multi-stage control process that was integrated into the existing internal control system (ICS) in 2025. Control objectives and measures, as well as the type and frequency of controls were defined and assigned to specific individuals. The content is checked for consistency and completeness by the Head of Sustainability. The members of GEM must approve the chapters allocated to them. Final approval is granted by the VAU and the Board of Directors.

The following risks have been identified for sustainability reporting based on a review of historical data and the empirical figures contained in the annual report. They are not listed in terms of priority.

GEM and the Board of Directors are integrated into the sustainability process and informed concerning progress on sustainability reporting. The comprehensive double materiality analysis conducted in 2024 was presented and approved in the GEM.

The quarterly risk reports to the administrative, management and supervisory bodies include monitoring of the bank’s sustainability risks with respect to its balance sheet investments, as well as an overall overview in the form of the ESG scorecard set out in chapter ESRS 2 MDR-M. This gives GEM and the Board of Directors a consistent picture of the extent to which the bank’s sustainability targets are currently being achieved.