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BRD – Groupe Société Générale S.A.
CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
prepared in accordance with
International Financial Reporting Standards as adopted by the European Union
LEI CODE: 5493008QRHH0XCLJ4238
31 December 2025
CONTENT
Independent auditor's report
Consolidated and separate statements of financial position
2
Consolidated and separate statements of profit or loss
3
Consolidated and separate statements of other comprehensive income
4
Consolidated and separate statements of changes in equity
5-6
Consolidated and separate statements of cash flows
7
Notes to the consolidated and separate financial statements
8-131
This version of our report is a translation from the original, which was prepared in Romanian language. All possible care has been taken to ensure that the translation
is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this
translation.
Independent Auditor’s Report
To
the Shareholders of BRD – Groupe Société Générale
SA
Report on the audit of the consolidated and separate
financial statements
Our opinion
In our opinion, the consolidated and separate financial statements give a true
and fair view of
the consolidated and separate financial position of BRD – Groupe Société Générale
SA (the
“Bank”) and its subsidiaries (together - the “Group”) as at 31 December 2025, and of the
Group's
and Bank's consolidated and separate financial performance and consolidated
and separate cash
flows for the year then ended in accordance with International Financial
Reporting Standards
(IFRS) as adopted by the European Union (EU) and the National Bank
of Romania (NBR) Order
no. 27/2010 for approving accounting Regulations in accordance with International
Financial
Reporting Standards, republished, and subsequent amendments (the “NBR
Order 27/2010”).
Our opinion is consistent with our additional report to the Audit Committee
dated
17 March 2026.
What we have audited
The Group’s and the Bank’s consolidated and separate financial statements
comprise:
●
the consolidated and separate statements of financial position as at 31 December 2025;
●
the consolidated and separate statements of profit or loss for the year ended
31
December 2025;
●
the consolidated and separate statements of other comprehensive income for
the year
ended 31 December 2025;
●
the consolidated and separate statements of changes in equity for the year ended
31
December 2025;
●
the consolidated and separate statements of cash flows for the year ended
31 December
2025; and
●
the notes to the consolidated and separate financial statements, comprising
material
accounting policy information and other explanatory information.
This version of our report is a translation from the original, which was prepared in Romanian language. All possible care has been taken to ensure that the translation
is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this
translation.
The consolidated and separate financial statements as at 31 December 2025
are identified as
follows:
●
Total consolidated equity:
thousand RON 10,576,293;
●
Net consolidated profit for the year:
thousand RON 1,545,704.
●
Total separate equity:
thousand RON 10,151,536;
●
Net separate profit for the year:
thousand RON 1,498,657.
The Bank’s registered office is in Romania, Bucharest, District 1, 1-7 Ion Mihalache
Blvd and its
unique fiscal registration code is RO361579.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(ISAs),
Regulation EU No 537/2014 of the European Parliament and of the Council
of 16 April 2014 on
specific requirements regarding statutory audit of public-interest entities
and repealing
Commission Decision 2005/909/EC (the “Regulation 537/2014”) and
Law 162/2017 regarding
statutory audit of annual financial statements and annual consolidated
financial statements and
regarding changes to other regulations and subsequent amendments
(the “Law 162/2017”). Our
responsibilities under those standards are further described in the Auditor’s
responsibilities for
the audit of the consolidated and separate financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a
basis for our opinion.
Independence
We are independent of the Group and the Bank in accordance with the ethical requirements
of
Regulation 537/2014 that are relevant to audits of financial statements of
public interest
entities, the ethical requirements of Law 162/2017 that are relevant to audits of
financial
statements in Romania and the International Code of Ethics for Professional
Accountants
(including International Independence Standards) issued by the International
Ethics Standards
Board for Accountants (IESBA Code) as applicable to audits of the financial
statements of public
interest entities. We have also fulfilled our other ethical responsibilities
in accordance with the
ethical requirements of the Regulation 537/2014, the ethical requirements
of the Law 162/2017
and the IESBA Code.
To the best of our knowledge and belief, we declare that non-audit services
that we have
provided to the Bank and its controlled entities within the European Union
are in accordance
with the applicable law and regulations in Romania and that we have not
provided non-audit
This version of our report is a translation from the original, which was prepared in Romanian language. All possible care has been taken to ensure that the translation
is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this
translation.
services that are prohibited under Article 5(1) of the Regulation 537/2014.
The non-audit
services that we have provided to the Bank and its controlled entities in the
period from
1 January 2025 to the date of issuing this report, are disclosed in Note 37 to the consolidated
and separate financial statements.
Our audit approach
Overview
Overall materiality for the consolidated financial statements of the Group: RON 95,000 thousand,
which represents 5% of profit before income tax
Overall materiality for the separate financial statements of the Bank: RON 92,000 thousand, which
represents 5% of profit before income tax
We planned and scoped our audit for the financial year 2025 reflecting the Group’s current structure
whereby the Bank represents a very significant part of the Group’s assets, liabilities, revenue and
profit before tax. Hence, we defined the Bank as the sole significant component within the Group and
so it was subject to a full scope audit of its financial information.
Application of IFRS 9 in the calculation of expected credit losses for the Bank’s loans and
advances to customers
As part of designing our audit, we determined materiality and assessed
the risks of material
misstatement in the consolidated and separate financial statements. In
particular, we
considered where management made subjective judgements; for example,
in respect of
significant accounting estimates that involved making assumptions and considering
future
events that are inherently uncertain. As in all of our audits, we also addressed
the risk of
management override of internal controls, including among other matters,
consideration of
whether there was evidence of bias that represented a risk of material misstatement
due to
fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An
audit is designed to
obtain reasonable assurance whether the consolidated and separate financial
statements are free
from material misstatement. Misstatements may arise due to fraud or error. They
are
considered material if individually or in aggregate, they could reasonably
be expected to
influence the economic decisions of users taken on the basis of the consolidated and
separate
financial statements.
This version of our report is a translation from the original, which was prepared in Romanian language. All possible care has been taken to ensure that the translation
is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this
translation.
Based on our professional judgement, we determined certain quantitative
thresholds for
materiality, including the overall Group and Bank materiality for the consolidated
and separate
financial statements as a whole as set out in the table below. These, together
with qualitative
considerations, helped us to determine the scope of our audit and the
nature, timing and extent
of our audit procedures and to evaluate the effect of misstatements, both individually
and in
aggregate on the consolidated and separate financial statements as a whole.
Overall Group and Bank materiality
Group: RON 95,000 thousand
Bank: RON 92,000 thousand
How we determined it
Group: 5% of profit before income tax of the Group
Bank: 5% of profit before income tax of the Bank
Rationale for the materiality
benchmark applied
We chose profit before income tax as the benchmark because, in our view, it
is the benchmark against which the performance of the Group and Bank is
most commonly measured by its stakeholders, and it is a generally accepted
benchmark. We chose 5%, which is consistent with quantitative materiality
thresholds used for profit-oriented banks in this sector.
Key audit matters
Key audit matters are those matters that, in our professional judgment,
were of most
significance in our audit of the consolidated and separate financial
statements of the current
period. These matters were addressed in the context of our audit of the consolidated
and
separate financial statements as a whole, and in forming our opinion thereon,
and we do not
provide a separate opinion on these matters.
Key audit matter
How our audit addressed the
key audit matter
Application of IFRS 9 in the calculation of expected
credit losses for the Bank’s loans and advances to
customers
IFRS 9, “Financial Instruments”, requires recognition of
expected credit losses (“ECL”) for all loans and
advances to customers from the moment a loan is
originated, taking into account changes in credit risk
since initial recognition, including the impact of future
macroeconomic conditions.
Measuring expected credit losses is a complex
estimation, with a high degree of uncertainty and
subjectivity, with respect to which the management
applies internal credit risk models which take into
account many quantitative and qualitative factors.
In testing expected credit losses for loans and advances, we
performed the following key audit procedures:
We assessed the methodologies used to determine expected credit
losses and their compliance with IFRS 9 requirements, including
the implementation of the IFRS 9 methodology in the Bank’s ECL
calculation engine.
We gained an understanding of the Bank’s processes and IT
environment related to the disbursement, monitoring, classification
and measurement of loans and advances to customers, including
data transfers between relevant systems.
We assessed the design, implementation and operating
effectiveness of key controls, in particular those related to loan
This version of our report is a translation from the original, which was prepared in Romanian language. All possible care has been taken to ensure that the translation
is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this
translation.
Key audit matter
How our audit addressed the
key audit matter
For the purposes of classification of a loan to risk
categories ("staging"), the management applies
judgement and
analyses to identify those exposures
that have experienced a significant increase in credit
risk (“SICR”) or are credit impaired.
The timely segregation between performing and non-
performing exposures requires careful consideration of
the multi-layered staging criteria and the consistent
application of the definition of default.
If the credit risk has not increased significantly from
origination (Stage 1), IFRS 9 requires ECL allowances
based on 12-month expected credit losses. If the credit
risk has increased significantly since initial recognition
(Stage 2) or if the loan is in default (Stage 3), IFRS 9
requires allowances based on lifetime expected credit
losses.
For individually significant exposures in default (Stage
3), the expected credit losses are calculated based on
losses determined for various weighted scenarios.
These are determined by the assessment of the
economic situation and development of the respective
customer, the valuation of collateral, and the estimate
of the amount and timing of the recoveries derived
from these.
Expected credit losses for Stage 1, Stage 2 and
individually non-significant Stage 3 exposures are
determined collectively on the basis of common risk
characteristics. The ECL parameters used are based
on statistical historical data as well as assumptions
about future developments.
Where the assumptions and models do not cover all
relevant risk factors, the management uses overlays,
calculated both as in-model and post-model
adjustments. The calculation of expected credit losses,
including those from the in-model and post-model
adjustments are based on assumptions and estimates
that give rise to significant uncertainties with regard to
the amount of the expected credit losses.
Based on the analysis above, and considering that
“Loans and advances to customers” represent the
most significant line item within total assets, we
determined that the following elements of expected
credit losses for loans and advances represent a key
audit matter: completeness of identification of
individually significant non performing loans, the
individually assessed impairment allowance for Stage
3 exposures, and overlays.
Note 3 "Material accounting policies", Note 10.1
"Loans and advances to customers" and Note 46.1
"Credit risk" to the consolidated and separate financial
statements provide detailed information on the ECL for
loans and advances to customers.
origination, allocation of customer repayments, collateral
management and valuation, and the calculation of impairment
losses. In addition, with the support of our IT specialists, we tested
the effectiveness of key automated controls over systems relevant
to the ECL calculation.
We analysed the classification criteria used for allocating loans and
advances to customers to the IFRS 9 categories (staging) and we
tested the application of SICR criteria and default definition used for
stage allocation for a sample of loans.
By performing analytical procedures, we examined the significant
exposure changes on the loans categories and in the related ECL
coverage rates compared to the previous year’ figures and we
discussed the results with the relevant internal departments.
We tested individually significant Stage 3 exposures selected
based on a risk based sampling approach. For defaulted corporate
loans, we assessed the Bank’s estimates of the amount and timing
of recoveries under various weighted scenarios, including the
underlying future cash flow projections and the identification of
potential recovery sources, and we evaluated the reasonableness
of the key assumptions applied.
We obtained management approvals for in model and postmodel
adjustments (overlays), including the approval of the IFRS 9
methodological judgements and interpretations underpinning these
overlays. We assessed whether the adjustments appropriately
reflect current and forward looking information, as well as events,
circumstances and conditions existing at the balance sheet date,
and evaluated the continued relevance of existing overlays in light
of changes since the prior period. In addition, we independently
reperformed the calculation of overlays on a sample basis.
In performing our procedures, we engaged our credit risk modelling
experts to assist us in assessing the reasonableness of the
assumptions applied by management in determining ECL
parameters used in the calculation of expected credit losses.
We also verified the disclosures in the notes to the consolidated
and separate financial statements regarding the calculation of
expected credit losses and the significant assumptions and
estimation uncertainties for the year ended 31 December 2025.
How we tailored our Group audit scope
This version of our report is a translation from the original, which was prepared in Romanian language. All possible care has been taken to ensure that the translation
is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this
translation.
We tailored the scope of our audit in order to perform sufficient work to enable
us to provide an
opinion on the consolidated and separate financial statements as a whole, taking
into account
the structure of the Group and the Bank, the accounting processes and controls, and
the
industry in which the Group and the Bank operate.
We planned and scoped our audit for the year 2025 reflecting the Group’s current
structure
whereby the Bank represents the vast majority of the Group’s assets (97%),
liabilities (97%), net
banking income (97%) and profit before income tax (97%). Hence, we defined
the Bank as the
sole significant component within the Group and so the Bank was subject
to an audit of its
complete financial information. We applied analytical and other substantive
procedures to the
financial information of the remaining subsidiaries of the Group (BRD Sogelease
IFN SA) and
on the remaining components no procedures were considered necessary.
Reporting on other information including the
Annual Board of
Directors’ Report
Administrators are responsible for the other information. The other information
comprises the
Annual Board of Directors’ Report, including the Consolidated Sustainability
Statement and the
Remuneration Report, but does not include the consolidated and separate financial
statements
and our auditor’s report thereon.
Our opinion on the consolidated and separate financial statements does
not cover the other
information, including the
Annual Board of Directors’ Report.
In connection with our audit of the consolidated and separate financial statements,
our
responsibility is to read the other information identified above and, in doing
so, consider
whether the other information is materially inconsistent with the consolidated
and separate
financial statements or our knowledge obtained in the audit, or otherwise
appears to be
materially misstated.
With respect to the
Annual Board of Directors’ Report, we considered whether the Annual
Board of Directors’ Report is consistent with the consolidated and separate financial
statements
and whether the Annual Board of Directors’ Report includes the disclosures required
by NBR
Order 27/2010 points 32 - 34.
This version of our report is a translation from the original, which was prepared in Romanian language. All possible care has been taken to ensure that the translation
is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this
translation.
Based on the work undertaken in the course of our audit, in our opinion:
●
the information given in the Annual Board of Directors’ Report for the
financial year for
which the consolidated and separate financial statements are prepared is consistent
with
the consolidated and separate financial statements; and
●
the Annual Board of Directors’ Report, excluding the Consolidated
Sustainability
Statement, has been prepared in accordance with NBR Order 27/2010 points
32-34.
In addition, in light of the knowledge and understanding of the Group and the Bank
and its
environment obtained in the course of the audit, we are required to report if we have identified
material misstatements in the C Annual Board of Directors’ Report and in
the Remuneration
Report. We have nothing to report in this regard.
In accordance with Law no. 24/2017 regarding issuers of financial instruments
and market
operations, republished, and subsequent amendments (“Law 24/2017”)
our responsibility is to
assess whether the Remuneration report contains the information required
by Law 24/2017,
article 107, alignments (1) and (2).
With respect to the Remuneration Report, we read the Remuneration Report in
order to assess
whether it contains the information required by Law 24/2017, article 107
alignments (1) and (2).
We have nothing to report in this regard.
Responsibilities of management and those charged with governance
for the consolidated and separate financial statements
Management is responsible for the preparation of the consolidated and separate
financial
statements that give a true and fair view in accordance with IFRS as adopted by the EU and
NBR
Order 27/2010, and for such internal control as management determines
is necessary to enable
the preparation of consolidated and separate financial statements that are
free from material
misstatement, whether due to fraud or error.
In preparing the consolidated and separate financial statements, management
is responsible for
assessing the Group’s and the Bank’s ability to continue as a going concern, disclosing,
as
applicable, matters related to going concern and using the going concern basis
of accounting
unless management either intends to liquidate the Group or the Bank or to cease
operations, or
has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s
and the
Bank’s financial reporting process.
This version of our report is a translation from the original, which was prepared in Romanian language. All possible care has been taken to ensure that the translation
is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this
translation.
Auditor’s responsibilities for the audit of the consolidated and
separate financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated
and separate
financial statements as a whole are free from material misstatement, whether
due to fraud or
error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs will
always detect a material misstatement when it exists. Misstatements can arise
from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably
be
expected to influence the economic decisions of users taken on the basis
of these consolidated
and separate financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment
and maintain
professional scepticism throughout the audit. We also:
●
Identify and assess the risks of material misstatement of the consolidated
and separate
financial statements, whether due to fraud or error, design and perform audit
procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement
resulting
from fraud is higher than for one resulting from error, as fraud may involve
collusion,
forgery, intentional omissions, misrepresentations, or the override of internal
control.
●
Obtain an understanding of internal control relevant to the audit in order
to design audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing
an opinion on the effectiveness of the Group’s or the Bank’s internal control.
●
Evaluate the appropriateness of accounting policies used and the reasonableness
of
accounting estimates and related disclosures made by management.
●
Conclude on the appropriateness of management’s use of the going concern
basis of
accounting and, based on the audit evidence obtained, whether a material
uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s
or the Bank’s
ability to continue as a going concern. If we conclude that a material uncertainty
exists, we
are required to draw attention in our auditor’s report to the related disclosures
in the
consolidated and separate financial statements or, if such disclosures are inadequate,
to
modify our opinion. Our conclusions are based on the audit evidence obtained
up to the
date of our auditor’s report. However, future events or conditions may cause
the Group or
the Bank to cease to continue as a going concern.
This version of our report is a translation from the original, which was prepared in Romanian language. All possible care has been taken to ensure that the translation
is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this
translation.
●
Evaluate the overall presentation, structure and content of the consolidated
and separate
financial statements, including the disclosures, and whether the consolidated
and separate
financial statements represent the underlying transactions and events in a
manner that
achieves fair presentation.
●
Plan and perform the group audit to obtain sufficient appropriate audit evidence
regarding
the financial information of the entities or business units within the
Group as a basis for
forming an opinion on the consolidated and separate financial statements.
We are
responsible for the direction, supervision and review of the audit work performed for
the
purposes of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters,
the
planned scope and timing of the audit and significant audit findings, including
any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have
complied with
relevant ethical requirements regarding independence, and communicate
with them all
relationships and other matters that may reasonably be thought to
bear on our independence,
and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we
determine those
matters that were of most significance in the audit of the consolidated and
separate financial
statements of the current period and are therefore the key audit matters.
We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure
about the
matter or when, in extremely rare circumstances, we determine that a matter should not
be
communicated in our report because the adverse consequences of doing so
would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirements
Reporting on report regarding information related to income
tax
In accordance with NBR Order 27/2010, point 57^16, in connection with the audit
of the
consolidated and separate financial statements for the financial year
ended as at
31 December 2025, our responsibility is to state if, for the previous
financial year ended as at
31 December 2024, the Bank had the obligation, in accordance with points
57^4 - 57^10 of NBR
Order 27/2010, to publish a report regarding information related to income
tax for the financial
year ended 31 December 2024 and if this is the case, whether such report was published
in
accordance with point 57^14 of NBR Order 27/2010.
This version of our report is a translation from the original, which was prepared in Romanian language. All possible care has been taken to ensure that the translation
is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this
translation.
The Bank did not have the obligation to publish the report regarding information
related to
income tax.
Report on the compliance of the presentation of consolidated and
separate financial statements with the requirements of the European
Single Electronic Format (“ESEF”)
We have been engaged as part of our audit engagement letter by the management
of the Bank to
conduct a reasonable assurance engagement for the verification of compliance
with the
applicable requirements of the presentation of the consolidated and separate
financial
statements of Group and Bank for the year ended 31 December 2025 in the
digital files
5493008QRHH0XCLJ4238-2025-12-31-0-ro
(the “Presentation of the Consolidated and
Separate Financial Statements”).
Description of a subject matter and applicable criteria
The Presentation of the Consolidated and Separate Financial
Statements has been applied by
the management of the Bank to comply with the requirements of art. 3 and
4 of the Commission
Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing
Directive
2004/109/EC of the European Parliament and of the Council with regard to regulatory
technical
standards on the specification of a single electronic reporting format and subsequent
amendments (the “ESEF Regulation”). The applicable requirements regarding
the Presentation
of the Consolidated and Separate Financial Statements are contained in the ESEF
Regulation.
The requirements described in the preceding sentence
determine the basis for application of the
Presentation of the Consolidated and Separate Financial Statements and, in
our view, constitute
appropriate criteria to form a reasonable assurance conclusion.
Responsibility of the management and those charged with governance
The management of the Bank is responsible for the Presentation of the Consolidated and
Separate Financial Statements that complies with the requirements
of the ESEF Regulation.
This responsibility includes the selection and application of appropriate
markups in XBRL using
ESEF taxonomy and designing, implementing and maintaining internal
controls relevant for the
preparation of the Presentation of the Consolidated and Separate Financial
Statements which is
free from material non-compliance with the requirements of the ESEF Regulation.
Those charged with governance are responsible for overseeing the financial
reporting process,
which should also be understood as the preparation of consolidated and separate financial
statements in accordance with the format resulting from the ESEF Regulation.
This version of our report is a translation from the original, which was prepared in Romanian language. All possible care has been taken to ensure that the translation
is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this
translation.
Our responsibility
Our responsibility was to express a reasonable assurance conclusion
whether the Presentation of
the Consolidated and Separate Financial Statements complies, in all
material respects, with the
ESEF Regulation.
We conducted our engagement in accordance with the International Standard
on Assurance
Engagements 3000 (R) - ‘Assurance Engagements other than Audits and Reviews
of Historical
Financial Information’ (ISAE 3000(R)). This standard requires that we comply
with ethical
requirements, plan and perform procedures to obtain reasonable
assurance whether the
Presentation of the Consolidated and Separate Financial Statements complies,
in all material
aspects, with the applicable requirements.
Reasonable assurance is a high level of assurance, but it does not guarantee
that the service
performed in accordance with ISAE 3000 (R) will always detect the existing
material
misstatement (significant non-compliance with the requirements).
Quality management requirements and professional ethics
Our firm applies International Standard on Quality Management
1, which requires the firm to
design, implement and operate a system of quality management
including policies or
procedures regarding compliance with ethical requirements, professional
standards and
applicable legal and regulatory requirements.
We comply with the independence and other ethical requirements
of the International Code of
Ethics for Professional Accountants (including International Independence
Standards) issued
by the International Ethics Standards Board for Accountants, which is founded
on fundamental
principles of integrity, objectivity, professional competence and due care, confidentiality
and
professional behaviour.
Summary of the work performed
Our planned and performed procedures were aimed at obtaining reasonable
assurance that the
Presentation of the Consolidated and Separate Financial Statements complies,
in all material
aspects, with the applicable requirements and such compliance is free
from material errors or
omissions. Our procedures included in particular:
●
obtaining an understanding of the internal control system and processes relevant
to the
application of the single electronic reporting format of the Consolidated and
Separate
Financial Statements, including the preparation of the XHTML format and
marking up the
consolidated financial statements;
●
verification whether the XHTML format was applied properly;
This version of our report is a translation from the original, which was prepared in Romanian language. All possible care has been taken to ensure that the translation
is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this
translation.
●
evaluating the completeness of marking up the consolidated financial statements
using the
XBRL markup language according to the requirements of the implementation
of electronic
format as described in the ESEF Regulation;
●
evaluating the appropriateness of the Group’s' use of XBRL markups selected
from the
ESEF taxonomy and the creation of extension markups where no suitable
element in the
ESEF taxonomy has been identified;
●
evaluating the appropriateness of anchoring of the extension elements
to the ESEF
taxonomy; and
●
evaluating the consistency between the digital information from the Presentation
of
Consolidated and Separate Financial Statements, visible for the human
reader, with the
signed and audited consolidated and separate financial statements.
We believe that the evidence we have obtained is sufficient and appropriate
to provide a basis
for our conclusion.
Conclusion
In our opinion, based on the procedures performed, the Presentation
of the Consolidated and
Separate Financial Statements complies, in all material respects, with the
ESEF Regulation.
Appointment
We were appointed as auditors of BRD – Groupe Société Générale SA by the Ordinary
General
Shareholders Meeting on 25 April 2024. Our appointment represents a total
period of
uninterrupted engagement appointment of 2 years, covering the financial
years ended
31 December 2024
up to 31 December 2025. Our appointment for the year ended 31 December 2025
was approved
by the Ordinary General Shareholders Meeting on 25 April 2024.
The financial auditor responsible for carrying out the audit resulting
in this independent
auditor’s report is Ana-Maria Butucaru.
This version of our report is a translation from the original, which was prepared in Romanian language. All possible care has been taken to ensure that the translation
is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this
translation.
On behalf of
PricewaterhouseCoopers Audit S.R.L.
Audit firm
registered with the Public Electronic Register of financial auditors and audit firms
under no.
FA6
Refer to the original signed
Romanian version
Ana-Maria Butucaru
Financial Auditor
registered with the Public Electronic Register of financial auditors and audit firms
under no.
AF3378
Bucharest, 17 March 2026
BRD – Groupe Société Générale S.A.
CONSOLIDATED AND SEPARATE
STATEMENT
S
OF FINANCIAL POSITION
as at 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
2
Group
Bank
Note
31 December
2025
31 December
2024
31 December
2025
31 December
2024
ASSETS
Cash and cash equivalents
5
12,080,387
8,658,035
12,080,309
8,657,954
Due from banks
6
6,496,727
6,313,423
6,496,727
6,313,423
Derivatives and other financial instruments held for trading
7
2,515,304
1,842,562
2,485,530
1,810,504
out of which: Pledged as collateral
51,242
63,414
51,242
63,414
Financial assets at fair value through profit and loss
8
10,374
9,208
10,374
9,208
Financial assets at fair value through other comprehensive income
9
11,257,882
12,164,852
11,257,882
12,164,852
out of which: Pledged as collateral
691,963
367,850
691,963
367,850
Financial assets at amortised cost
10
61,059,450
54,812,982
60,708,431
54,459,688
Loans and advances to customers
10.1
53,985,859
47,705,202
53,634,840
47,351,908
Debt securities
10.2
7,073,591
7,107,780
7,073,591
7,107,780
out of which: Pledged as collateral
220,536
201,025
220,536
201,025
Finance lease receivables
11
2,144,020
2,023,475
-
-
Assets held for sale
12
1,728
11,002
1,728
8,913
Investments in subsidiaries
13
-
-
15,879
55,772
Investments in associates and joint ventures
14
66,246
73,384
30,327
30,327
Property, plant and equipment
15
1,060,567
1,109,780
1,052,828
1,100,231
Investment property
15
5,254
10,096
5,254
10,096
Intangible assets
16
690,451
610,742
686,632
608,020
Current tax asset
27
-
25,119
-
24,251
Deferred tax asset
27
230,611
307,925
228,642
306,005
Goodwill
50,130
50,130
50,130
50,130
Other financial assets
17
195,089
256,192
177,651
239,499
Other non-financial assets
18
179,817
200,796
128,386
96,320
Total assets
98,044,037
88,479,703
95,416,710
85,945,193
LIABILITIES AND SHAREHOLDERS' EQUITY
Due to banks
19
1,239,312
1,477,293
1,239,312
1,477,293
Derivatives and other financial instruments held for trading
7
977,448
524,010
977,448
524,010
Due to customers
20
75,045,129
67,935,142
75,504,639
68,215,487
Borrowed funds
21
7,441,554
6,554,915
4,849,166
4,234,105
Subordinated debts
22
1,276,400
1,245,458
1,276,400
1,245,458
Current tax liability
27
11,885
3,221
7,350
-
Provisions
23
341,924
334,633
336,546
327,200
Other financial liabilities
24
734,815
627,070
685,515
584,957
Other non-financial liabilities
25
399,277
326,499
388,798
312,742
Total liabilities
87,467,744
79,028,241
85,265,174
76,921,252
Share capital
26.1
2,515,622
2,515,622
2,515,622
2,515,622
Accumulated other comprehensive income/(loss)
(889,801)
(1,256,130)
(889,801)
(1,256,130)
Retained earnings
8,398,204
7,579,503
7,976,076
7,214,810
Other reserves
26.2
552,268
562,658
549,639
549,639
Net assets attributable to owners of the parent
10,576,293
9,401,653
10,151,536
9,023,941
Non-controlling interest
-
49,809
-
-
Total equity
10,576,293
9,451,462
10,151,536
9,023,941
Total liabilities and equity
98,044,037
88,479,703
95,416,710
85,945,193
The financial statements
have been authorized
for issue by
the Group’s management on
17 March 2026
and
are signed on the Group’s behalf by:
Cecile BARTENIEFF DANSAERT
President of the Board of Directors
Maria ROUSSEVA
Chief Executive Officer
Vladimir POJER
Deputy Chief Executive Officer
Simona PRODAN
Finance Executive Director
BRD – Groupe Société Générale S.A.
CONSOLIDATED AND SEPARATE
STATEMENT
S
OF PROFIT OR LOSS
for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
3
Group
Bank
Note
2025
2024
2025
2024
Interest and similar income
28
4,960,795
4,781,815
4,793,118
4,589,501
out of which: Interest income calculated using the effective interest
method
4,814,630
4,630,922
4,793,118
4,589,143
Interest and similar expense
29
(1,856,131)
(1,870,172)
(1,789,076)
(1,790,891)
Net interest income
3,104,664
2,911,643
3,004,042
2,798,610
Fees and commission income
30
1,487,133
1,331,225
1,427,796
1,287,502
Fees and commission expense
30
(597,129)
(522,450)
(589,141)
(515,623)
Fees and commissions, net
890,004
808,775
838,655
771,879
Gain/(loss) from derivatives and other financial instruments
held for
trading
31
(40,366)
245,305
(42,364)
243,834
Gain from foreign exchange
32
395,477
100,135
391,096
98,937
Gain/(loss) from financial instruments at fair value through
profit and
loss
3,646
(144)
3,646
(144)
Net income from associates and joint ventures
11,605
16,915
26,708
1,677
Dividend income from subsidiaries
-
-
8,709
17,831
Other income/(expense)
33
(15,423)
(50,595)
(11,090)
(37,963)
Net banking income
4,349,607
4,032,034
4,219,402
3,894,661
Personnel expenses
35
(1,034,554)
(1,010,117)
(994,296)
(965,345)
Depreciation, amortisation and impairment on tangible and intangible
assets
36
(287,551)
(255,996)
(284,835)
(251,760)
Contribution to Guarantee Scheme and Resolution Fund
34
(49,037)
(43,517)
(49,037)
(43,517)
Other operating expenses
37
(852,013)
(713,706)
(832,691)
(703,887)
Total operating expenses
(2,223,155)
(2,023,336)
(2,160,859)
(1,964,509)
Gross operating profit
2,126,452
2,008,698
2,058,543
1,930,152
Net impairment gain/(loss) on financial instruments
38
(225,186)
(145,341)
(219,136)
(127,752)
Profit before income tax
1,901,266
1,863,357
1,839,407
1,802,400
Current tax expense
27
(348,021)
(320,067)
(333,160)
(312,079)
Deferred tax expense
(7,541)
(19,514)
(7,590)
(15,497)
Total income tax
(355,562)
(339,581)
(340,750)
(327,576)
Net profit for the period
1,545,704
1,523,776
1,498,657
1,474,824
Profit attributable to equity owners of the parent
1,545,704
1,524,409
-
-
Profit attributable to non-controlling interests
-
(633)
-
-
Basic/Diluted earnings per share (in RON)
39
2.2180
2.1874
2.1505
2.1163
BRD – Groupe Société Générale S.A.
CONSOLIDATED AND SEPARATE
STATEMENT
S
OF COMPREHENSIVE INCOME
for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
4
Group
Bank
31 December 2025
31 December 2024
31 December 2025
31 December 2024
Net profit for the period
1,545,704
1,523,776
1,498,657
1,474,824
Other comprehensive income
Net comprehensive income that may be reclassified to profit
and loss in subsequent periods
366,125
(101,188)
366,125
(101,188)
Net gain/(loss) on financial assets at fair value through
other
comprehensive income
366,125
(101,188)
366,125
(101,188)
Reclassifications to profit and loss during the period
23
(2,447)
23
(2,447)
Fair value differences
435,836
(117,549)
435,836
(117,549)
Income tax
(69,734)
18,808
(69,734)
18,808
Net comprehensive income not to be reclassified to profit and
loss in subsequent periods
204
2,399
204
2,399
Gain on defined benefit pension plan
243
2,856
243
2,856
Deferred tax relating to defined benefit pension plan
(39)
(457)
(39)
(457)
Other comprehensive income for the period, net of tax
366,329
(98,789)
366,329
(98,789)
Total comprehensive income for the period, net of tax
1,912,033
1,424,987
1,864,986
1,376,035
Attributable to:
Equity owners of the parent
1,912,033
1,425,620
-
-
Non-controlling interest
-
(633)
-
-
BRD – Groupe Société Générale S.A.
CONSOLIDATED AND SEPARATE
STATEMENT
S
OF CHANGES IN EQUITY
for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
5
Group
Non-
controlling
interest
Total equity
Accumulated other comprehensive income/(loss)
Total attributable
to owners of the
parent
Share capital
Reserves from financial assets at fair
value through other comprehensive
income
Reserves from
defined benefit
pension plan
Retained
earnings
Other reserves
(*)
31 December 2023
2,515,622
(1,181,954)
24,613
6,871,036
565,021
8,794,338
67,668
8,862,006
Total comprehensive income
-
(101,188)
2,399
1,525,583
(1,174)
1,425,620
(633)
1,424,987
Net Profit for the period
-
-
-
1,525,583
(1,174)
1,524,409
(633)
1,523,776
Other comprehensive income
-
(101,188)
2,399
-
-
(98,789)
-
(98,789)
Capital reduction
-
-
-
-
-
-
(146)
(146)
Shared-based payment
-
-
-
-
(1,189)
(1,189)
-
(1,189)
Dividends distributed
-
-
-
(817,117)
-
(817,117)
(17,080)
(834,197)
31 December 2024
2,515,622
(1,283,142)
27,012
7,579,503
562,658
9,401,653
49,809
9,451,462
(*) Other reserves position includes Legal reserve, General banking risk
reserve and the General reserve for credit risk. Please see note 26.2 for details.
Non-
controlling
interest
Accumulated other comprehensive income/(loss)
Total attributable to
owners of the parent
Share capital
Reserves from financial assets at fair value
through other comprehensive income
Reserves from
defined benefit
pension plan
Retained
earnings
Other reserves
(*)
Total equity
31 December 2024
2,515,622
(1,283,142)
27,012
7,579,503
562,658
9,401,653
49,809
9,451,462
Total comprehensive income
-
366,125
204
1,556,094
(10,390)
1,912,033
-
1,912,033
Net Profit for the period
-
-
-
1,556,094
(10,390)
1,545,704
-
1,545,704
Other comprehensive income
-
366,125
204
-
-
366,329
-
366,329
Other decrease in equity
-
-
-
-
-
-
(49,809)
(49,809)
Dividends distributed
-
-
-
(737,392)
-
(737,392)
-
(737,392)
31 December 2025
2,515,622
(917,017)
27,216
8,398,204
552,268
10,576,293
-
10,576,293
(*) Other reserves position includes Legal reserve, General banking risk
reserve and the General reserve for credit risk. Please see note 26.2 for details.
BRD – Groupe Société Générale S.A.
CONSOLIDATED AND SEPARATE
STATEMENT
S
OF CHANGES IN EQUITY
for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
6
Bank
Share capital
Accumulated other comprehensive income/(loss)
Total equity
Reserves from financial assets at fair
value through other comprehensive
income
Reserves from
defined benefit
pension plan
Retained
earnings
Other reserves
(*)
31 December 2023
2,515,622
(1,181,954)
24,613
6,557,103
549,639
8,465,023
Total comprehensive income
-
(101,188)
2,399
1,474,824
-
1,376,035
Net Profit for the period
-
-
-
1,474,824
-
1,474,824
Other comprehensive income
-
(101,188)
2,399
-
-
(98,789)
Dividends distributed
-
-
-
(817,117)
-
(817,117)
31 December 2024
2,515,622
(1,283,143)
27,012
7,214,810
549,639
9,023,941
(*) Other reserves position includes Legal reserve, General banking
risk reserve and the General reserve for credit risk. Please see note 26.2 for details.
Accumulated other comprehensive income/(loss)
Share capital
Reserves from financial assets at fair
value through other comprehensive
income
Reserves from
defined benefit
pension plan
Retained
earnings
Other reserves
(*)
Total equity
31 December 2024
2,515,622
(1,283,143)
27,012
7,214,810
549,639
9,023,941
Total comprehensive income
-
366,125
204
1,498,657
-
1,864,986
Net Profit for the period
-
-
-
1,498,657
-
1,498,657
Other comprehensive income
-
366,125
204
-
-
366,329
Dividends distributed
-
-
-
(737,392)
-
(737,392)
31 December 2025
2,515,622
(917,018)
27,217
7,976,076
549,639
10,151,536
(*) Other reserves position includes Legal reserve, General banking risk
reserve and the General reserve for credit risk. Please see note 26.2 for details.
BRD – Groupe Société Générale S.A.
CONSOLIDATED AND SEPARATE
STATEMENT
S
OF CASH FLOWS
for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
7
Group
Bank
Revised
Revised
Note
2025
2024
2025
2024
Cash flows from operating activities
Net profit for the period
1,545,704
1,523,776
1,498,657
1,474,824
Adjustments for:
Depreciation and amortization expense
36
287,551
255,996
284,835
251,760
Other non-monetary adjustments
(72,838)
(18,784)
(23,029)
(17,450)
(Gain) / Loss from impact of equity method and sale of
investment in associates and joint
ventures
14
7,138
(15,237)
(7,477)
-
(Gain)/ Loss from revaluation of assets at fair value through profit and
loss
8
(1,166)
2,229
(1,166)
2,229
(Gain) from sale of non-current assets and disposal groups classified
as held for sale
(7,950)
-
(10,039)
-
Loss from investment in subsidiaries
-
-
-
13,125
Allocation to and release of
impairment of loans and other provisions
398,032
285,400
373,777
268,446
Interest income
28
(4,960,795)
(4,781,815)
(4,793,118)
(4,589,501)
Interest expense
29
1,856,131
1,870,172
1,789,076
1,790,891
Total income tax
355,562
339,581
340,750
327,576
Dividend income from subsidiaries and associates
(22,025)
(1,677)
(30,733)
(19,508)
Adjusted profit
(614,656)
(540,359)
(578,467)
(497,608)
Changes in operating assets and liabilities
Deposits with banks
(173,934)
(1,183,479)
(174,497)
(1,197,773)
Debt securities
49,442
(804,983)
49,442
(804,983)
Sales of financial assets at fair value through profit and loss
8
-
286
-
286
Acquisition of financial assets at fair value through profit and loss
8
-
(347)
-
(347)
Loans and advances to customers
(6,575,425)
(7,922,737)
(6,559,906)
(7,949,513)
Lease receivables
(128,270)
(332,012)
-
-
Other assets including trading
(539,210)
263,912
(593,484)
273,778
Assets held for sale
17,224
212,726
17,224
2,841
Due to banks
(237,710)
330,643
(237,710)
330,643
Due to customers
7,108,469
5,518,799
7,287,634
5,562,915
Other liabilities
638,741
(850,081)
636,099
(806,823)
Total changes in operating
assets and liabilities
159,327
(4,767,273)
424,802
(4,588,976)
Income tax paid
(312,321)
(378,146)
(301,559)
(371,404)
Interest paid
(1,501,537)
(1,447,364)
(1,512,597)
(1,456,857)
Interest received
4,495,134
4,296,820
4,327,658
4,101,535
Cash flow from operating activities
2,225,947
(2,836,322)
2,359,837
(2,813,310)
Investing activities
Sales of investments in associates
-
-
47,370
-
Acquisition of tangible assets
15
(83,026)
(36,084)
(82,405)
(36,086)
Proceeds from sale of tangible assets
735
42,386
735
42,386
Acquisition of intangible assets
16
(188,432)
(193,499)
(186,523)
(191,331)
Sale of financial assets at fair value through other comprehensive income
2,827,245
1,949,310
2,827,245
1,949,310
Aquisition of financial assets at fair value through other comprehensive
income
(1,483,367)
(866,134)
(1,483,367)
(866,134)
Interest received
324,263
513,162
324,263
513,162
Dividends received
22,025
1,677
30,733
19,508
Cash flow from investing activities
1,419,443
1,410,818
1,478,051
1,430,815
Financing activities
Proceeds from borrowings
21,22
4,179,286
1,851,700
2,940,445
748,002
Repayment of borrowings
21,22
(3,261,520)
(2,299,808)
(2,294,558)
(1,346,726)
Repayment of principal lease liabilities
15
(72,848)
(77,134)
(71,879)
(75,336)
Interest paid
(353,593)
(413,177)
-
-
Dividends paid
(737,392)
(1,457,382)
(275,178)
(324,458)
Net cash from financing activities
(246,067)
(2,395,801)
(438,562)
(2,438,820)
Net movements in cash and cash equivalents
3,399,323
(3,821,305)
3,399,326
(3,821,315)
The impact of exchange rate variation on cash and cash equivalents
23,029
17,450
-
-
Cash and cash equivalents at beginning of the period
5
8,658,035
12,461,891
8,657,954
12,461,819
Cash and cash equivalents at the end of the period
5
12,080,387
8,658,035
12,080,309
8,657,954
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
8
1. Corporate information
BRD–Groupe Société Générale
(the “Bank” or “BRD”) is
a
joint stock company
incorporated in
Romania
.
The Bank commenced
business as
a state-owned
credit institution
in 1990
by acquiring
assets and
liabilities
of the former Banca de Investitii. The Bank headquarters and registered office
is
1-7 Ion Mihalache Blvd,
Bucharest.
BRD together with its
subsidiaries (the “Group’) offers
a wide range
of
banking and financial services to
corporates and individuals
, as allowed
by law. The Group accepts
deposits from the
public and grants
loans
and
leases,
carries
out
funds
transfer
in
Romania
and
abroad,
exchanges
currencies
and
provides
other
financial services for its commercial and retail customers.
Bank’s
immediate and
ultimate controlling
party is
Société Générale S.A.
as of
31 December
2025 (the
“Parent” or “SG”).
The Bank has as of 31 December 2025 347 units throughout the country
(31 December 2024: 388).
The average
number of
active employees
of the
Group during
2025 was
5,458 (2024:
5,912) and
the number
of active employees of the Group as of the year-end was 5,124 (31 December 2024:
5,840).
The average number
of active employees
of the Bank
during 2025 was
5,300 (2024: 5,715)
and the number
of active employees of the Bank as of the year-end was 4,965 (31 December 2024:
5,670).
The active employees are the full-time employees (excluding maternity
leave and long-term sick leave).
BRD–Groupe Société Générale has
been quoted on Bucharest
Stock Exchange (“BVB”) with the
symbol
“BRD” since January 15, 2001. The free float shares represent 39.83%
from the total shares.
The shareholding structure of the Bank is as follows:
31 December 2025
31 December 2024
Societe Generale
60.17%
60.17%
Fondul de pensii administrat privat NN
6.04%
5.56%
Fondul de pensii administrat privat AZT Viitorul Tau
4.80%
4.27%
Fondul de pensii administrat privat Metropolitan Life
4.35%
4.04%
Infinity Capital Investments SA
3.95%
3.95%
Legal entities
16.32%
17.12%
Individuals
4.38%
4.88%
Total
100.00%
100.00%
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
9
2. Basis of preparation
a)
Basis of preparation
In accordance
with European
Regulation 1606/2002
of July
19, 2002
on the
application of
International
Accounting
Standards,
and
Order
of
the
National
Bank
of
Romania
no.
27/2010
with
subsequent
amendments, BRD
prepared the
consolidated and
separate financial
statements (referred
to as
“financial
statements”)
-
for
the
year
ended
31
December
2025
in
accordance
with
the
International
Financial
Reporting Standards as adopted by the European Union (“IFRS”).
The
consolidated
financial
statements
as
at
31
December
2025
include
the
consolidated
statement
of
financial position, the
consolidated statement
of profit or
loss, the
consolidated statement
of comprehensive
income, the
consolidated statement
of changes
in shareholders’
equity, the consolidated
cash flow
statement
and notes to the consolidated financial statements.
The
separate
financial
statements
as
at
31
December
2025
include
the
separate
statement
of
financial
position,
the
separate
statement
of
profit
or
loss,
the
separate
statement
of
comprehensive
income,
the
separate statement
of changes
in shareholders’
equity,
the separate
cash flow
statement and
notes to
the
separate financial statements.
The consolidated and separate financial statements as at 31 December 2025 are presented in Romanian lei
(“RON”), which is
the Bank’s
functional currency and
the Bank’s
and the Group’s
presentation currency
rounded to the
nearest thousands,
except when
otherwise indicated.
The consolidated
and separate financial
statements
as
at
31
December 2025
have been
prepared on
an historical
cost
basis, except
for
financial
assets at fair
value through profit
and loss, financial
assets through other
comprehensive income, derivative
financial instruments, other financial
assets and liabilities held
for trading, which have
all been measured
at fair value.
The
Group
and
Bank’s
management
has
assessed
the
Group
and
Bank’s
ability
to
continue
as
a
going
concern
and is
satisfied that
the
Bank has
the
resources to
continue business
for
the
foreseeable future.
Furthermore, management is not aware
of any material uncertainties that may
cast significant doubt upon
the
Bank’s
ability
to
continue
as
a
going
concern.
Therefore,
the
consolidated
and
separate
financial
statements are prepared on the going concern basis.
In
making
this
judgement
management
considered
the
Group’s
financial
position,
current
intentions,
profitability
of
operations
and
access
to
financial
resources,
and
analysed
the
impact
of
recent
macro-
economic developments on future operations of the Group.
The Group
and Bank
also improved
the presentation
of cash
flow by
considering the
net profit
for the
period
and the non-monetary adjustment referring to total income tax as below:
The Bank believes
that such
presentation gives
reliable and
more relevant
information about
the cash
flows.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
10
2. Basis of preparation (continued)
b)
Basis for consolidation
The consolidated financial statements comprise
the financial statements of BRD–Groupe
Société Générale
and its subsidiaries as
at 31 December 2025.
The financial statements of
the subsidiaries are prepared
for
the same reporting period, using consistent accounting policies.
A
subsidiary is an entity over
which the Bank exercises
control. An investor controls
an investee when it is
exposed or has rights to variable
returns from its involvement with
the investee and has the
ability to affect
those
returns
through
its
power
over
the
investee.
The
consolidated
financial
statements
include
the
financial statements of
BRD–Groupe Société
Générale and the
following subsidiaries: BRD
Sogelease IFN
S.A. (99.98% ownership,
2024: 99.98%)
and BRD Asset
Management SAI S.A.
(99.98% ownership,
2024:
99.98%). As at 31 December
2024 the consolidated financial statements included also
BRD Finance S.A.
(49% ownership).
As at 31 December 2025 BRD Finance S.A.
was liquidated and the total amount of
47,371 was collected
and recognized against the value of participation of 39,893 and an income of
7,477.
All
intercompany
transactions,
balances
and
unrealized
gains
and
losses
on
transactions
between
consolidated entities are eliminated on consolidation.
Subsidiaries are fully consolidated from the
date of acquisition, being the date
on which the Bank obtains
control, and continue to be consolidated until the date such control ceases.
Equity and net income attributable to
non-controlling interest are shown separately
in the consolidated and
separate statements
of financial
position, consolidated
and separate
statements
of profit
or loss,
consolidated
and separate
statements
of changes in
equity and consolidated
and separate statements
of comprehensive
income, respectively.
The Bank
is accounting
for the
investments in
subsidiaries,
associates and
joint ventures
in the
separate
financial statements at cost less impairment adjustment.
As at 31 December 2025:
Group
Associates
Field of activity
Address
%
BRD Asigurari de Viata SA
Insurance
58-60 Gheorghe Polizu Street, Bucharest Corporate Center building,
floor 8 (zone 3) and floor 9, district 1, Bucharest
49.00%
Biroul de Credit S.A.
Financial institution
29 Sfanta Vineri Street, floor 4, district
3, Bucharest
16.38%
BRD Sogelease Asset Rental SRL
Operational leasing
1-7, Ion Mihalache Street, Bucharest
20.00%
Joint ventures
CIT One SA
Cash protection, guard and
transportation
319L Splaiul Independentei Street, Paris Building/A1, 1st floor,
district
6, Bucharest,
33.33%
Bank
Associates
Field of activity
Address
%
BRD Asigurari de Viata SA
Insurance
58-60 Gheorghe Polizu Street, Bucharest Corporate Center building,
floor 8 (zone 3) and floor 9, district 1, Bucharest
49.00%
Biroul de Credit S.A.
Financial institution
29 Sfanta Vineri Street, floor 4, district
3, Bucharest
16.38%
Joint ventures
CIT One SA
Cash protection and guard
319L Splaiul Independentei Street, Paris Building/A1, 1st floor,
district 6, Bucharest
33.33%
Subsidiaries
BRD Sogelease IFN SA
Financial lease
1-7, Ion Mihalache Street, floor 12, district 1, Bucharest
99.98%
BRD Asset Management SAI SA
Fund administration
2 Doctor Staicovici Street, district 5, floor 5, Bucharest
99.98%
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
11
Group
Associates
Field of activity
Address
%
BRD Asigurari de Viata SA
Insurance
58-60 Gheorghe Polizu Street, Bucharest Corporate Center building, floor 8 (zone
3) and floor 9, district 1,
Bucharest
49.00%
Biroul de Credit S.A.
Financial institution
29 Sfanta Vineri Street, floor 4, district
3, Bucharest
16.38%
BRD Sogelease Asset Rental SRL
Operational leasing
1-7, Ion Mihalache Street, Bucharest
20.00%
Joint ventures
CIT One SA
Cash protection, guard and transportation
319L Splaiul Independentei Street, Paris Building/A1, 1st floor,
district 6,
Bucharest
33.33%
Bank
Field of activity
Address
%
Associates
BRD Asigurari de Viata
SA
Insurance
58-60 Gheorghe Polizu Street, Bucharest Corporate
Center building, floor 8 (zone
3) and floor 9, district
1, Bucharest
49.00%
Biroul de Credit
S.A.
Financial institution
29 Sfanta Vineri Street, floor
4, district 3, Bucharest
16.38%
Joint ventures
CIT One SA
Cash protection, guard and transportation
319L Splaiul Independentei Street, Paris
Building/A1, 1st floor, district
6,
Bucharest
33.33%
Subsidiaries
BRD Sogelease IFN SA
Financial lease
1-7, Ion Mihalache Street, floor 12,
district 1, Bucharest
99.98%
BRD Finance SA
Non-going concern entity
1-7, Ion Mihalache Street, floor 15,
district 1, Bucharest
49.00%
BRD Asset Management SAI SA
Fund administration
2 Doctor Staicovici
Street, district 5,
floor 5, Bucharest
99.98%
2. Basis of preparation (continued)
b)
Basis for consolidation (continued)
As of 31 December 2024:
.
For BRD Asset Management
SAI SA the Group
consolidates only the administrator of
the funds not
also
the funds
administrated by
the administrator.
As at
31 December
2025 and
31 December
2024 BRD-Groupe
Société Générale has no holdings
in funds. Previously fund units were
treated as unconsolidated structured
entities.
BRD Finance S.A.
In accordance
with IAS 1
“Presentation of financial
statements”, paragraph 25,
when preparing financial
statements, management
should perform
an assessment
of an entity’s ability
to continue
as a
going concern.
As of
31 December 2023
BRD Finance
SA was in
a run
off process
and during 2024
sold its
entire loan
portfolio to
a third
party.
Therefore, as
of 31
December 2024
the BRD
Finance SA
financial statements
were prepared in compliance with IFRS, but no longer on a going concern basis.
Starting 22
August 2024
the entity
was no
longer registered
as a
non-banking financial
institution in
the
National Registry and as such no longer supervised by NBR.
During
2025
the
relevant
activities
of
BRD
Finance
S.A.
were
under
the
direction
of
the
appointed
liquidator therefore according to IFRS 10 B37 the Bank did not have control over
the relevant activities of
the company and as such the
entity was no longer consolidated, consequently the Bank
applied the equity
method for consolidation purposes.
As at 31
December 2025 BRD Finance
S.A. was liquidated and
the total amount of
47,371 was collected
and recognized against the value of participation of 39,893 and an income of
7,477.
BRD Societate de Administrare a Fondurilor de Pensii Private SA
In
May
2024, the
Activity Transfer
Agreement and
the
Sale–Purchase Agreement
to
a third
party were
signed for the sale
of the investment
in the associate BRD
Societate de Administrare
a Fondurilor de Pensii
Private
SA, together
with the
perimeter related
to the
Pillar
2 and
Pillar 3
pension funds.
BRD–Groupe
Société Générale reclassified the investment from Investments in associates
to Assets held for sale.
In April
2025, the
final approval
from the
FSA (Financial
Supervisory Authority)
was received,
and the
administration of Pillar 3
was transferred to a
third party.
In November 2025, the Bank
received from the
buyer the amount of
14,687, representing the sale
price for BRD Societate
de Administrare a Fondurilor
de
Pensii Private SA, and the Bank derecognized the participation from
its records.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
12
2. Basis of preparation (continued)
c)
Changes in accounting policies and adoption of revised/amended IFRS
The
accounting
policies
adopted
are
consistent
with
those
of
the
previous
financial
year
except
for
the
following amended IFRSs which have been adopted by the Group/Bank as of 1 January 2025. The impact
of the
application of
these new
and revised
IFRSs has
been reflected
in the
financial statements and
was
estimated as not being material, except disclosures already presented
in the Notes.
•
Amendments
to
IAS
21
The
Effects
of
Changes
in
Foreign
Exchange
Rates:
Lack
of
Exchangeability (Amendments)
In August
2023, the
IASB issued
amendments to
IAS 21
to
help entities
assess exchangeability
between two currencies
and determine the
spot exchange rate,
when exchangeability is
lacking. An
entity is
impacted by
the amendments
when it
has a
transaction or
an operation
in a
foreign currency
that is not exchangeable into another currency at
a measurement date for a specified purpose. The
amendments to IAS 21 do not provide
detailed requirements on how to estimate
the spot exchange
rate. Instead, they set out a framework under which an entity can determine
the spot exchange rate
at
the
measurement
date.
When
applying
the
new
requirements,
it
is
not
permitted
to
restate
comparative information.
It is required
to translate the
affected amounts at
estimated spot exchange
rates at the date of initial application, with
an adjustment to retained earnings or to the reserve for
cumulative translation differences.
No
material
impact
for
Group
and
the
Bank
was
identified
from
the
application
of
these
amendments.
d)
Standards and interpretations that are issued but have not yet come into effect
Standards and interpretations effective from 1
st
of January 2026
or later:
•
Amendments to IFRS 9 and IFRS 7: Amendments to the Classification and Measurement of
Financial Instruments
On 30 May 2024, the IASB issued amendments to IFRS 9 and IFRS
7 to:
a) clarify the date
of recognition and derecognition of
some financial assets and
liabilities, with a
new exception for some financial liabilities
settled through an electronic cash transfer system; (b)
clarify and add further guidance for assessing whether a financial asset meets the solely payments
of
principal
and
interest
(SPPI)
criterion;
(c)
add
new
disclosures
for
certain
instruments
with
contractual terms that can change cash flows
(such as some instruments with features linked
to the
achievement of environment, social and governance (ESG) targets) and (d) update the disclosures
for equity instruments designated at fair value through other comprehensive
income (FVOCI).
The
Group and
the
Bank are
in
the
process of
assessing the
impact and
will reflect
the
updates
starting with the financial statements for year end 31 December
2026.
•
Amendments to IFRS 9 and IFRS 7: Contracts Referencing Nature-dependent Electricity
No
material
impact
for
Group
and
the
Bank
was
identified
from
the
application
of
these
amendments.
2. Basis of preparation (continued)
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
13
d)
Standards and interpretations that are issued but have not yet come into effect (continued)
•
Annual Improvements to IFRS Accounting Standards
IFRS
1
was
clarified
that
a
hedge
should
be
discontinued
upon
transition
to
IFRS
Accounting
Standards if it
does not
meet the ‘qualifying
criteria’, rather
than ‘conditions’
for hedge
accounting,
in order
to resolve
a potential
confusion arising
from an
inconsistency between
the wording
in IFRS
1 and the
requirements for hedge accounting
in IFRS 9.
IFRS 7 requires
disclosures about a gain
or
loss
on
derecognition
relating
to
financial
assets
in
which
the
entity
has
a
continuing
involvement,
including
whether
fair
value
measurements
included
‘significant
unobservable
inputs’. This new
phrase replaced
reference to
‘significant inputs
that were
not based on
observable
market data’.
The
amendment
makes
the
wording
consistent
with
IFRS
13.
In
addition,
certain
IFRS
7
implementation
guidance
examples
were
clarified
and
text
added
that
the
examples
do
not
necessarily illustrate
all
the requirements
in
the
referenced paragraphs
of
IFRS 7.
IFRS 16
was
amended to clarify that when
a lessee has determined that
a lease liability has been
extinguished in
accordance with IFRS 9,
the lessee is required
to apply IFRS 9 guidance
to recognise any resulting
gain or loss in
profit or loss. This
clarification applies to
lease liabilities that are
extinguished on or
after the beginning of the annual reporting period
in which the entity first applies that amendment.
In
order
to
resolve
an
inconsistency
between
IFRS
9
and
IFRS
15,
trade
receivables
are
now
required to
be initially
recognised at
‘the amount
determined by applying
IFRS 15’
instead of
at
‘their
transaction
price
(as
defined
in
IFRS
15)’.
IFRS
10
was
amended
to
use
less
conclusive
language
when
an
entity
is
a
‘de-facto
agent’
and
to
clarify
that
the
relationship
described
in
paragraph B74 of IFRS
10 is just one example
of a circumstance in
which judgement is
required to
determine whether a party is
acting as a de-facto agent.
IAS 7 was corrected to delete
references to
‘cost method’
that was
removed from
IFRS Accounting
Standards in
May 2008
when the
IASB
issued amendment ‘Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate’.
No
material
impact
for
Group
and
the
Bank
was
identified
from
the
application
of
these
amendments.
•
IFRS 18 Presentation and Disclosure in Financial Statements
In April
2024, the
IASB has
issued IFRS
18, the
new standard
on presentation
and disclosure
in
financial
statements,
with
a
focus
on
updates
to
the
statement
of
profit
or
loss.
The
key
new
concepts introduced in IFRS 18 relate to:
•
the structure of the statement of profit or loss;
•
required
disclosures
in
the
financial
statements
for
certain
profit
or
loss
performance
measures that
are reported
outside an
entity’s
financial statements
(that is,
management-
defined performance measures); and
•
enhanced
principles
on
aggregation
and
disaggregation
which
apply
to
the
primary
financial statements and notes in general.
IFRS 18
will replace
IAS 1;
many of
the other
existing principles
in IAS
1 are retained,
with limited
changes.
IFRS
18
will
not
impact
the
recognition
or
measurement
of
items
in
the
financial
statements, but it might change what an
entity reports as its ‘operating profit
or loss’. IFRS 18 will
apply for
reporting periods
beginning on
or after
1
st
of January
2027 and
also applies
to comparative
information.
The
Group and
the
Bank are
in
the
process of
assessing the
impact and
will reflect
the
updates
starting with the financial statements for year end 31 December
2027.
2. Basis of preparation (continued)
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
14
d)
Standards and interpretations that are issued but have not yet come into effect (continued)
•
IFRS 19 Subsidiaries without Public Accountability with amendments
No
material
impact
for
Group
and
the
Bank
was
identified
from
the
application
of
these
amendments.
Amendments published but rejected or deferred by the EU:
•
IFRS 14 Regulatory Deferral Accounts
•
Sale
or
Contribution
of
Assets
between
an
Investor
and
its
Associate
or
Joint
Venture
–
Amendments to IFRS 10 and IAS 28
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
15
2. Basis of preparation (continued)
e)
Significant accounting judgments and estimates
In the process of applying
the Group and Bank’s accounting policies,
the management is required
to use its
judgments
and make
estimates
in
determining
the
amounts recognized
in
the
consolidated and
separate
financial statements. The most significant use of judgments and estimates
are as follows:
Fair value of financial instruments
Where
the
fair
values
of
financial
assets
and
financial
liabilities
recorded
on
the
statement
of
financial
position cannot be
derived from active
markets, they are
determined using a
variety of valuation
techniques
that include
the use
of mathematical
models. The
inputs to
these models
are derived
from observable
market
data where possible, but where observable market data are not available, judgment is
required to establish
fair values. The
judgments include considerations
of liquidity and
model inputs such
as volatility for
longer
dated
derivatives
and
discount
rates,
prepayment
rates
and
default
rate
assumptions
for
asset
backed
securities. The valuation of financial instruments is described in more details
in Note 43.
Expected credit losses on financial assets at amortised cost and FVOCI
Measurement of
ECLs is
a significant
estimate that
involves determination
of methodology,
models and
data inputs.
The following elements
have a
major impact on
expected credit losses:
definition of
default,
criteria for assessing if
there has been a
significant increase in credit risk
(“SICR”), probability of default
(“PD”),
exposure
at
default
(“EAD”),
and
loss
given
default
(“LGD”),
as
well
as
models
of
macro-
economic scenarios (“FLI”).
The main considerations for the loan
impairment assessment include whether any
payments of principal or
interest
are
overdue
by
more
than
90
days,
whether
a
severe
alteration
in
the
counterparty’s
financial
standing is
observed, entailing
a high
probability that
the debtor
will not
be able
to fully
meet its
credit
obligations, whether
concessions in
the form
of restructuring
were consented
under the
circumstances of
financial hardship
experienced by
the
debtor,
whether legal
procedures were
initiated or
the
debtor was
transferred to specialized recovery structures (regardless of the number
of days past due).
Please refer to note 10 for more details.
The Bank’s expected
credit loss
model (ECL)
relies on
several underlying
assumptions regarding
the choice
of variable inputs and their interdependencies, which affect the level of allowances:
-
The
internal
credit
rating
model,
which
assigns
probabilities
of
default
(PDs)
to
the
individual
ratings
-
The criteria defined (both quantitative
and qualitative) for the assessment
of significant increase in
credit risk since
initial recognition and consequently the
computation of allowances based
on life
time expected credit loss (LTECL)
-
The grouping of financial assets when their ECL is measured on a collective
basis
-
The
development
of
models
used
for
ECL
calculation,
including
the
various
formulas
and
the
choice of inputs
-
The Bank
has finalized
in 2025
the development
of new
LGD models
based on
a workout
approach,
for both Retail and Non-Retail segments
-
The macroeconomic scenarios and their probability weightings based on which
ECL is derived
-
The inputs and models used
for calculating ECL may not
always capture all characteristics of the
market at the
date of the
consolidated and separate financial
statements. To
reflect this, the
Bank
assesses the need/opportunity
for additional amounts
of provisions in
the form of
overlays, in order
to address:
o
sector of activity specific risks (adjustment of ECL on sectors that have a
different default
behavior from the whole calibration segment);
o
visible macroeconomic threat impossible to
be captured by the models, typically
when the
macroeconomic variable subject
to stress can
not be statistically
incorporated into the
ECL
model,
or
the
forward
looking
information
factor
is
not
applied
for
the
underlying
parameter.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
16
2. Basis of preparation (continued)
e)
Significant accounting judgments and estimates (continued)
-
For
individually
significant
loans
and
advances,
the
Group
and
Bank
identify
and
quantify
the
expected future cash flows to be used for a total or partial
reimbursement of the obligations, based
on
the
capacity
of
the
client/business
to
generate
revenues,
proceeds
resulting
from
sale
of
collaterals and other clearly identified sources of repayment. The individual
assessment threshold
is defined in between client’s balance as of 500 - 1,500 thousand EUR.
Provisions for other risks and charges
The
Bank
operates
in
a
regulatory
and
legal
environment
that,
by
nature
has
a
heightened
element
of
litigation risk inherent
to its operations
and, as a
result it is
involved in various
litigations or is
subject to
various obligations arising from legislation in force.
When the
Bank can
reliably measure
the outflow
of economic
benefits in
relation to
a specific
case and
considers such outflows to be probable,
the Bank records a provision against the case,
as mentioned in this
note.
Where the
probability of
outflow is
considered to
be
remote,
or
probable, but
a
reliable estimate
cannot be made, a contingent liability is disclosed.
Generally, the first step is to establish the existence of the present obligation followed by the estimation of
the amount needed
to settle that
obligation considering
a number of
factors including legal
advice, the stage
of the matter
and historical evidence
from similar incidents.
Significant judgment is required
to conclude
on these estimates.
In case of litigations:
i)
For a single
individual litigation the Bank
assess whether there is
more likely than
not to
have
an
unfavorable
court
decision
considering
the
factors
mentioned
above;
then
it
estimates
the
amount
at
risk;
in
case
there
are
several
scenarios
possible
with
different
outcomes,
the
amount
at
risk
is
the
weighted
average
of
the
amounts
at
risk
for
each
scenario
using
the
probability
distribution
for
all
scenarios
(100%
is
allocated
to
the
possible scenarios) and
provisions 100% of the estimated amount;
ii)
For collective litigations, the assessment
of “more likely than
not” could be substantiated
for
the
entire
population
using
statistics
and
provision
computation
to
be
made
at
pool
level.
In case of
obligations arising
from various
legislation, the Group
and Bank assess
first if there
is no realistic
alternative of
settling that
obligation, and
if not,
it estimates
the amount
needed to
settle that
obligation
(using similar approach as above) and books provisions representing 100%
of the estimated amount.
Please refer to Note 23 and Note 42 for more details.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
17
2. Basis of preparation (continued)
f)
Segment information
A
segment is a component of the Group:
-
that engages in business activity from which it may earn revenues and
incur expenses (including
revenues and expenses relating to transactions with other components of
the same entity);
-
whose operating results are regularly reviewed by the chief operating
decision maker to make
decisions about resources to be allocated to the segment and assess
its performance and;
-
for which distinct financial information is available.
The Group’s segment reporting is based
on the following segments:
Retail
including Individuals and Small
Business,
Non-retail
including
Small
and
Medium
Enterprises
(“SMEs”)
and
Large
corporate
and
Corporate Center
including: treasury activities,
ALM and other
categories unallocated
to the business
lines
mentioned above (fixed assets, taxes, equity investments, etc.).
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
18
3. Material accounting policy information
a)
Recognition of income and expenses
Revenue is
recognized to
the extent
that it
is probable
that the
economic benefits
will flow
to the
Group
and
the
benefits can
be
reliably measured.
The
following specific
recognition criteria
must
also
be
met
before revenue is recognized:
i)
Interest and similar income
For
all
financial
instruments
measured
at
amortized
cost
and
interest-bearing
financial
instruments
classified as FVOCI, interest income or expense is
recorded at the effective interest rate,
which is the rate
that exactly discounts estimated future cash payments or receipts through the expected life of the financial
instrument. The effective interest is applied to the gross carrying amount for assets classified in Stage 1 or
2 and to all financial liabilities. For financial assets classified as Stage 3 or POCI
the effective interest rate
is applied to the net carrying amount.
The calculation considers
all contractual terms
of the financial
instrument and includes
any origination fees
and incremental costs that are
directly attributable to the
instrument and are an
integral part of the effective
interest
rate.
The
net
carrying
amount
is
calculated
based
on
the
original
effective
interest
rate
and
the
change in carrying amount is recorded as interest income or expense.
ii)
Fee and commission income
The Group
and Bank earn
fee and
commission income from
a diverse
range of services
it provides to
its
customers. Fee income can be divided into the following two categories:
(i) Fee income earned from services that are provided over a certain period.
Fees earned
for the
provision of
services over
a period
are accrued
over the
period, being
recognized in
statement of profit
and loss gradually.
Among these fees are:
current account package/administration fee,
different
subscription
fees,
guarantee
fees,
card
fees,
custody
fees,
etc.
The
category
of
fees
earned
as
services mainly refer
to the fees
charged during the
commitment period for
issued letters of
guarantee as
well as for standby letters of credit. Therefore, the applicable treatment for these is linear recognition over
the validity period of the commitment.
(ii) Fees
and commissions acquired
when one-off services
are provided: When
the fees and
commissions
are in
remuneration of a
one-off service,
they are booked
immediately as income
for the period
in which
the service
was provided.
Examples: fees
on payments
orders, penalty
fees, non-usage
fee, statement
of
account release fee, early repayment fee, fee for issuing a copy of the repayment schedule, etc. These fees
are recognized as revenue upon the fulfilment of the significant performance
(they are not spread out).
iii)
Dividend income
Revenue is recognized
when the Group
and Bank’s
right to receive
the payment is
established, generally
when the shareholders approve the dividend.
iv)
Net trading income
Net
trading
income
comprises
gains
less
losses
related
to
assets
and
liabilities
held
for
trading
and
derivatives
and
includes
all
realised
and
unrealised
fair
value
changes,
interest,
dividends
and
foreign
exchange
differences.
Interest
income
from
all
interest-bearing
trading
financial
assets
required
to
be
measured at FVPL is recognised part of the net trading income.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
19
3. Material accounting policy information (continued)
a)
Recognition of income and expenses (continued)
v)
Levies
IFRIC 21 “Levies” clarifies the accounting for
a liability to pay a
levy. For
an entity,
the obligating event
that gives rise to
a liability to
pay a levy is
the activity that triggers
the payment of the
levy,
as identified
by the legislation. The liability
to pay a levy is recognised
progressively if the obligating
event occurs over
a
period. Furthermore,
if an
obligation to
pay a
levy is
triggered when
a minimum
activity threshold
is
reached, the corresponding liability is recognised when that minimum
activity threshold is reached.
The main related taxes which fall under the provisions of IFRIC
21 are as follows:
●
The Bank
annual contribution
to Deposit
Guarantee Scheme
is fully
recognised in
the income
statement
on 1st January of the year in which the payment is made.
●
The Bank
annual contribution
to the
Single Resolution
Fund, is
fully recognised
in the
income statement
on 1st January of the year in which the payment is made.
b)
Financial instruments - recognition
i)
Initial recognition and date of recognition
The Group applies
settlement date
accounting policy
for all financial
assets (the
financial assets
are initially
recognized
on
the
date
of
the
transfer
of
funds).
Between
trade
date
and
settlement
date
The
Group
recognizes off balance sheet commitments.
ii)
Measurement categories of financial assets and liabilities
Financial
instruments
are
initially
recognised
at
their
fair
value
including
transaction
costs.
Trade
receivables are measured at the transaction price.
In accordance
with IFRS
9 classification,
the Group
classifies financial
assets in
the following
measurement
categories:
●
fair value through profit and loss (FVPL);
●
fair value through other comprehensive income (FVOCI) or
●
amortised cost.
Classification and
subsequent measurement
of financial
assets is
generally based
on the
Group business
model to manage the assets and the cash flow characteristics of the assets.
The Group and the Bank classify and measure the financial liabilities
at amortised cost.
The Bank classifies and measures its derivative and trading portfolio
as FVPL.
The Group measures
the equity instruments
at fair value
through profit and
loss. Gains and
losses on equity
investments measured at fair value through
profit and loss are included in
the line “Net gains on financial
assets measured at fair value through profit and loss” in the statement
of profit and loss.
In the
Bank’s
Separate Financial Statement,
the equity
instruments representing investment
in associates
and
subsidiaries
continue to
be
measured
at
cost
less
impairment
in
accordance
with
IAS
27
“Separate
financial statements”.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
20
3. Material accounting policy information (continued)
c)
Financial instruments – classification and measurement
According
to
IFRS
9,
the
Group
classifies
its
financial
assets
that
are
debt
instruments
into
one
of
the
following categories based on the assessment of business model and SPPI
characteristics, as follows:
●
Financial assets that
are held for
collection of contractual
cash flows and
cash flows represent
solely
payments of capital and interest (SPPI) are classified and measured at amortised cost.
In this category
the Group
includes the
loans granted
to customers,
deposits placed
with banks,
corporate bonds
and
repurchase
transactions
part
of
banking
book
portfolio.
Treasury
bonds
in
banking
book
portfolio
purchased starting 1
st
July 2022 are classified in this category.
●
Financial assets that are held for collection of contractual cash flows and for
selling the assets and the
contractual
cash
flows
represent
solely
payments
of
capital
and
interest
are
measured
at
fair
value
through other comprehensive income.
Treasury bonds
in banking book
portfolio purchased before 30
June 2022 are classified and measured at fair value through other comprehensive
income.
●
Financial assets that
are held for
trading, regardless of
the cash flow
characteristics are measured
at fair
value through profit and
loss. In this category the
Group includes the sub-portfolio of treasury
bonds,
placements made to banks and repurchase transaction held for trading.
1)
Business model assessment
The business model assessment is one of the two steps to classify
financial assets.
The Group’s business
model reflects
how it
manages its
financial assets
to generate
cash flows;
the business
model determines
whether cash
flows will
result from
collecting contractual
cash flows,
selling the
financial
assets, or both.
The
business
model
is
determined
at
a
level
that
reflects
how
groups
of
financial
assets
are
managed
together
to
achieve a
particular
business objective.
Accordingly,
this
condition is
not
an instrument-by-
instrument approach to classification and should be determined on a higher
level of aggregation.
The business
model assessment
is performed
based on
scenarios that
the Group
reasonably expects
to occur,
without taking
‘worst case’
or ‘stress
case’ scenarios.
The Group
assesses the
business model
for newly
originated financial assets,
considering information about
how cash flows
were realized in
the past (namely
before the
date of
the origination
of new
assets) for
that specific
portfolio of
assets, along
with all
other
relevant information. This means that there is no 'tainting' concept, but
if there is a change in the
way that
cash
flows
are
realized
then
this
will
affect
the
classification
of
assets
originated
after
the
date
of
that
change.
In some circumstances, the Bank separates a portfolio of financial assets into sub-portfolios to reflect how
an entity
manages them.
Those portfolios
are split
and treated
as separate
portfolios, provided
the assets
belonging to each sub-portfolio are separately defined.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
21
3. Material accounting policy information (continued)
c)
Financial instruments – classification and measurement (continued)
2)
SPPI test
As a
second step
of its
classification process the
Group performs the
assessment of
the characteristics of
the contractual
cash flows aiming
to identify
whether the
contractual cash flows
are “solely
payments of
principal and interest on the principal amount outstanding” – SPPI
test. The SPPI assessment is performed
at the initial
recognition of
the financial asset
as well as
subsequently when significant
modifications occur.
The principal for the purpose of applying SPPI test is “the fair value of the asset
at initial recognition” and
it may change over the life of the financial asset (e.g. if there are repayments
of principal).
The most
significant elements of
interest are typically
the consideration for
the time value
of money and
credit risk. Interest can also include consideration
for other basic lending risks (for example,
liquidity risk)
and
costs (for
example, administrative
costs)
associated with
holding the
financial asset
for
a
particular
period. In addition, interest can include
a profit margin that is consistent with a basic
lending arrangement.
To
make the
SPPI assessment,
the
Group applies
judgements and
considers relevant
factors such
as the
currency in which the financial asset is denominated and the period
for which the interest rate is set.
3)
Debt instruments at FVOCI
These instruments largely comprise of treasury bonds.
After
initial
recognition
FVOCI
financial
assets
are
measured
at
fair
value
with
gains
or
losses
being
recognized
as
OCI until
the
investment is
derecognized. The
fair
value
of
investments that
are
actively
traded in organized financial markets
is determined by reference
to quoted market bid prices
at the close of
business on the statement of financial
position date. Interest income and foreign
exchange gains and losses
are recognised in profit and loss.
The ECLs for
debt instruments measured
at FVOCI do
not reduce the
carrying amount of
these financial
assets in
the statement of
financial position,
which remains at
fair value.
Instead, an amount
equal to
the
allowance
that
would
arise
if
the
assets
were
measured
at
amortised
cost
is
recognised
in
OCI
as
an
accumulated
impairment
amount,
with
a
corresponding
charge
to
profit
or
loss.
The
accumulated
loss
recognised in OCI is recycled to the profit and loss upon derecognition
of the assets.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
22
3. Material accounting policy information (continued)
c)
Financial instruments – classification and measurement (continued)
4)
Derivatives that are not designated accounting hedging instruments
The
Group
uses
derivative
financial
instruments
such
as
forward
currency
contracts,
currency
swaps,
currency options, swaps
and cross currency
swaps on interest rate,
as products offered to
its clients but also
to
hedge
its
risks
associated
with
interest
rate,
liquidity
and
exchange
rate.
Such
derivative
financial
instruments are initially recognized at fair
value on the date on
which a derivative contract is entered
into
and are subsequently re-measured at fair value.
Derivatives
are
carried
as
assets
when
their
fair
value
is
positive
and
as
liabilities
when
fair
value
is
negative. Any
gains or
losses arising
from changes
in fair
value of
derivatives that
are not
designated as
hedge accounting instruments are taken directly to profit or loss for the year.
The fair value
of forward currency
contracts is calculated
by reference to
current forward exchange
rates
for
contracts
with
similar
maturity
profiles.
The
fair
value
of
interest
swap
contracts
is
determined
by
reference to market values of similar instruments.
5)
Derivatives that are designated accounting hedging instruments
As a policy
choice, the Group has
also elected to continue
to apply the
hedge accounting requirements in
accordance with IAS 39. The
Group and Bank designates certain derivatives
held for risk management as
hedging
instruments
in
qualifying
accounting
hedging
relationships.
The
Group
and
Bank
formally
documents
the
relationship
between
the
hedging
instruments
and
hedged
item,
including
the
risk
management objective and strategy in undertaking
the hedge, together with the method
that will be used to
assess the effectiveness of the hedging relationship.
The Group and Bank makes an assessment, both at the inception of the
hedge relationship as well as on an
ongoing basis, as
to whether the
hedging instruments are expected
to be highly
effective in
offsetting the
changes in
the fair value
during the
period for which
the hedge is
designated. The
actual results
of the hedge
as recommended by IAS 39 should be in the
range of 80-125 percent, but the Group and Bank
uses a more
prudent approach and the range considered is 88-114 percent.
The Group and Bank use fair value hedges.
When a derivative is designated as the
hedging instrument in a
hedge of the change
in fair value of
a recognized asset or liability
or a firm commitment that
could affect
profit
or
loss,
changes
in
the
fair
value
of
the
derivative
are
recognized
immediately
in
profit
and
loss
together with changes in the fair value of the hedged item that are attributable
to the hedged risk.
If the hedging derivative
expires or is sold,
terminated or exercised, or
the hedge no longer
meets criteria
for fair value
hedge accounting, or
the hedge designation
is revoked, then
hedge accounting is
discontinued
prospectively. Any adjustment
up to that point to a
hedged item for which the effective
interest method is
used,
is
amortised to
profit or
loss
as
part
of
the
recalculated effective
interest rate
of
the
item
over
its
remaining life.
6)
Financial assets and financial liabilities held for trading
The Bank
classifies financial
assets or
financial liabilities
as held
for trading
when they
have been
purchased
or
issued primarily
for short-term
profit making
through trading
activities or
form part
of a
portfolio of
financial instruments
that are
managed together,
for which
there is
evidence of
a recent
pattern of
short-
term
profit
taking.
Held-for-trading assets
and
liabilities
are
recorded
and measured
in
the
statement
of
financial position at fair value.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
23
3. Material accounting policy information (continued)
c)
Financial instruments – classification and measurement (continued)
Changes in fair
value are recognised
in net trading
income. Interest income
or expense is
recorded in net
trading income according to the terms of the contract, or when the right
to payment has been established.
Included
in
this
classification
are
debt
securities,
repurchase
transactions
and
short
positions
acquired
principally for the purpose of selling or repurchasing in the near term.
7)
Repurchase agreements
Securities sold with
a simultaneous commitment
to repurchase at
a specified future
date (repos) continue
to be
recognized in
the statement
of financial
position as securities
and are
measured in
accordance with
the applicable accounting
policies. The liability
for amounts received
under these
agreements from banking
book portfolio is included in
customers’ or interbank deposits. The
difference between sale and repurchase
price is treated as interest expense using the
effective yield method. Assets acquired with a corresponding
commitment to
resell at a
specified future
date (reverse
repos) from the
banking book
portfolio are recorded
as loans and advances.
8)
Borrowings
Borrowings are initially recognized at the fair value of the consideration received less directly attributable
transaction
costs.
Subsequently
borrowings are
stated
at
amortized
cost
using
the
effective
interest
rate
method. Any discount or premium is integral part of the effective interest rate.
9)
Guarantees, letter of credits and loan commitments
In the ordinary course of
business, the Group and Bank gives financial
guarantees, consisting of letters of
credit, guarantees and acceptances and performance guarantees.
Performance guarantee are financial
guarantees contracts classified an
measured accordingly as per
IFRS
9 as
the issuer is
required to compensate
the holder for
a loss if
a specified debtor
fails to perform
under
agreed terms – so there is a transfer of
credit risk. Such performance guarantees are initially recognised at
their fair value, which is normally evidenced by the
amount of fees received. This fees are amortised on a
straight
line
basis
over
the
life
of
the
contract.
At
the
end
of
each
reporting
period,
the
performance
guarantee contracts are measured at
the higher of (i) the initial
fair value minus cumulative amortization
of
the guarantee fees and (ii) the he expected credit losses (ECL) under IFRS
9 impairment model.
Financial guarantees
are presented
at the
amount of
the premium
received that
is the
instruments’ fair
value.
The financial
guarantees are
subsequently measured
at the
higher of
the amount
initially recognised
less
the cumulative amortisation recognised in the income statement
and an ECL.
Any
increase
in
the
liability
relating
to
financial
guarantees
is
taken
to
the
income
statement
in
‘Net
impairment
gain/(loss)
on
financial
instruments’.
The
premium
received
is
recognized
in
the
income
statement in ‘Net fees and commission income’ on a straight-line basis
over the life of the guarantee.
Undrawn loan commitments and letters
of credits are commitments under
which, over the duration
of the
commitment, the
Bank is
required to
provide a
loan with
pre-specified terms
to the
customer.
Similar to
financial guarantee contracts, these contracts are in the scope of the ECL
requirements.
A guarantee fee is the consideration received (by the
guarantor) for issuing a financial guarantee contract.
Guarantee fee is
measured initially at
fair value (equal
to the fee
received) and the
fee income is
recognized
over the term of the guarantee on a straight-line basis.
The nominal
contractual value
of financial
guarantees, letters
of credit
and undrawn
loan commitments,
where the loan agreed to be provided
is on market terms, are not recorded
on in the statement of financial
position. The nominal
values of these
instruments together with
the corresponding ECLs
are disclosed in
Note 23 and in Note 46.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
24
3. Material accounting policy information (continued)
d)
Financial assets - derecognition
The Group derecognizes
a portfolio of
financial assets, a financial
asset or a part
of a financial
asset (herein
after called „financial asset“) when and only when one of the following
conditions is fulfilled:
●
The contractual rights to the cash flows expire;
●
It transfers the financial asset and the transfer qualifies for derecognition;
●
Voluntarily
renounces its rights over the financial
asset due to the asset being
considered irrecoverable
or in order to grant a concession to the debtor;
●
Significant modification of a
financial asset that generate
the extinguishment of the
existing financial
asset and recognition of a new financial asset.
Derecognition due to substantial modification of terms and conditions
In certain circumstances, the Group renegotiates or otherwise modifies the contractual cash flows of loans
to customers. When this
happens, the Group assesses whether the
new terms are substantially different
to
the
original terms.
The Group
does this
by considering
both
quantitative and
qualitative factors
that are
substantially changing the size
or the nature of
lender’s risks associated with
the pre-existing loan contract.
If
the
new
terms
are
substantially
different,
the
Group
derecognises
the
original
financial
assets
and
recognises
a
“new”
financial
asset.
The
new
financial
asset
is
initially
recognized
at
fair
value
and
the
classification
and
subsequent
measurement
is
reassessed
considering
the
new
business
model
and
the
contractual cash flows characteristics. The date
of renegotiation is consequently considered to
be the date
of initial recognition for impairment calculation purposes. All financial assets that are impaired at the date
of
initial
recognition
(first
origination
or
re-origination
due
to
significant
changes)
are
classified
as
purchased or originated credit impaired (POCI).
On
initial
recognition
the
difference
between
transaction
price
and
fair
value
of
new
financial
asset
is
recognised
in
P&L
for
loans
where
the
fair
value
is
calculated
based
on
observable
inputs
(loans
not
impaired at the date of modification).
When assessing
the new
terms to
establish if
they are
significantly modified,
the Group
considers if
the
change is made to increase recoverability
of the pre-existing loan. The renegotiation
or modification of the
contractual cash flow of
an existing financial asset
can generate derecognition
of the financial asset
and the
recognition of a new financial asset if the
respective changes to the financial asset
are significant. Changes
made for the
purpose of increasing
the received cash
flows and which
are not considered
significant change
of the contractual characteristics do not generate derecognition.
The following modifications are considered significant contractual
changes:
Quantitative criteria:
●
interest rate
margin modification
for floating
interest rate
and interest
rate modification
for fixed
interest
rate higher than 3%
over a 12 month
period; the threshold
is subject to review
depending on the
market
conditions;
●
tenor prolongation
or reduction
for non-revolving
financial assets
for more than
24 months
or over
50%
from initial (prior to modification) remaining tenor.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
25
3. Material accounting policy information (continued)
d) Financial assets - derecognition
(continued)
Qualitative criteria refer to contractual modifications
that are substantially changing the
size or the nature
of lender’s risks associated with the pre-existing loan contract and are applicable to
all financial assets:
●
change of the denomination currency;
●
change of the type of interest (variable or fixed) for performing loans
(commercial renegotiation);
●
contract changed obligor / counterparty;
●
consolidation of two or more loans to one loan (many to 1);
●
split of one loan to two or more loans (1 to many);
●
modification of an SPPI compliant contract by introducing a features that is non-SPPI or modification
of a non-SPPI contract by removing the
features that are non-SPPI through commercial
renegotiation;
●
change of a
commercial product or
use of the
same product but
from updated bank
commercial offer
available at the change date for performing loans (commercial renegotiation);
●
renewal of
a
performing
revolving
loan
(regardless
of
new
tenor)
if
a
substantive
risk
analysis
is
performed.
Derecognition other than for substantial modification
A financial asset is derecognized where either:
●
The rights to receive cash flows from the assets have expired;
●
The Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay
them in full without material delay to a third party under a “pass-through”
arrangement; or
●
The Group has
transferred its rights
to receive cash
flows from the
asset and either
a) has transferred
substantially all
the risks
and rewards
of the
asset, or
b) has
neither transferred
nor retained
substantially
all the risks and rewards of the asset, but has transferred control of
the asset.
A
financial
liability
is
derecognized
when
the
obligation
under
the
liability
is
discharged,
cancelled
or
expires. Where an existing financial
liability is replaced by another
from the same lender on
substantially
different
terms,
or
the
terms
of
an
existing
liability
are
substantially
changed,
such
an
exchange
or
modification is treated
as a de-recognition
of the original
liability and the
recognition of a
new liability, and
the difference in the respective carrying amounts are recognized in profit or loss.
Write-offs
A
write-off
is
performed when
the
entire
loan is
deemed uncollectible
(very
high
uncertainty regarding
recoverable amount and
timeframe). Write-off is not
conditioned by
the closure of
the legal procedures,
nor
does it imply
the forfeit of the
bank’s claims
to the receivables /
financial asset. A
write-off is performed
only where the chances of recoveries are remote.
The Bank performs permanent write-offs under certain situations, such as:
●
the financial assets are considered
immaterial, thus do not
justify the initiation of the
recovery process;
●
the
collaterals
which
cover
the
receivables
have
a
recovery
value
deemed
immaterial
and
no
other
recovery sources could be identified;
●
exhaustion of all legal means;
●
end of the statute of limitation period for enforcement rights, etc.
Any recoveries of previously written-off loans and receivables are recognized as income.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
26
3. Material accounting policy information (continued)
e)
Financial assets reclassification
The
Group
does
not
reclassify
its
financial
assets
subsequent to
their
initial
recognition, apart
from
the
exceptional circumstances in which
the Bank acquires, disposes of, or
terminates a business line. Financial
liabilities are never reclassified.
f)
Impairment model of financial assets
The
Group
assesses
on
a
forward-looking
basis
the
expected
credit
losses
(“ECL”)
for
the
following
categories
of
financial
assets:
loans
and
placed
deposits
measured
at
amortised
cost,
debt
instruments
measured at
fair value
to other
comprehensive income,
loan commitments
and financial
guarantee contracts,
contract assets and trade receivables.
The group
recognises a
loss allowance
for such
losses at
each reporting
date. The
measurement of
ECL
reflects:
●
An
unbiased
and
probability-weighted amount
that
is
determined
by
evaluating a
range
of
possible
outcomes;
●
The time value of money;
●
Reasonable and supportable information that is
available without undue cost or
effort at the reporting
date about past events, current conditions and forecasts of future economic
conditions.
The ECL calculation considers
both the number of days
past due recorded by the
receivables and the credit
risk analysis performed for clients with granted loans.
For
contract
assets
and
trade
receivables
the
Group
applies
the
simplified
approach
for
measuring
the
expected
credit
losses
and
recognizes
lifetime
expected credit
losses
in
accordance
to
the
provisions of
IFRS
9
“Financial
Instruments”. Based
on
an
assessment of
historical information
the
Bank
recognizes
expected credit loss
for contract assets
and the trade
receivables with more
than 90
days past due
for the
entire exposure amount.
Overview of the ECL principles
The ECL
allowance is
based on
the credit
losses expected
to arise
over the
life of
the asset
(the lifetime
expected credit
loss or
LTECL), unless there
has been
no significant
increase in
credit risk
since origination,
in
which
case,
the
allowance
is
based
on
the
12
months’
expected
credit
loss
(12mECL).
The
ECL
is
computed from the time of origination.
Consequently, financial
assets subject to
loss allowances can
be classified in
Stage 1, Stage
2, Stage 3
or
POCI, as described below:
●
Stage 1
when
there
is
insignificant
or
no
impairment
of
credit
quality
since
initial
recognition;
Loss allowance shall be equal to 12mECL.
●
Stage 2
when a financial
asset shown significant
increase in credit
risk since initial
recognition, though
not impaired; Loss allowance shall be equal to LTECL.
●
Stage 3
financial assets classified as impaired; Loss allowance is represented
by LTECL.
●
POCI
financial assets that are credit
impaired on initial recognition. Loss
allowance shall be equal to
LTECL.
ECLs are
only recognized
or released
to the
extent that
there is
a subsequent
change in
the
expected credit losses.
The expected credit
loss may be
calculated either individually or
collectively in accordance with
IFRS 9.
The Bank model for computing the expected credit losses is:
●
Individual or collective assessment for clients in Stage 3;
●
Collective assessment for clients in Stage 2 or Stage 1.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
27
3. Material accounting policy information (continued)
f)
Impairment model of financial assets (continued)
Staging criteria
The Bank has
established criteria
to perform
the assessment
of significant
increase in
credit risk
since initial
recognition on a monthly basis, considering both relative and absolute
thresholds.
For Non Retail portfolio (Corporate and Public Authorities), the staging
criteria are:
Stage 3: criteria as provided by EBA default definition as presented
below.
Stage 2: assessment of
Relative threshold
:
Doubling of
the lifetime
Probability of
default (“PD”)
since origination
and the
absolute
increase exceeds a pre-defined quantitative threshold
Absolute thresholds:
Clients rated with the
last three risk classes in
term of risk (“sub-standard grade”,
as
detailed
in
Note
46.1),
Clients with
expired ratings
for
more
than
three
months,
Clients
not
rated
as
of
reporting date, Healthy clients with restructured facilities in probation and DPD < 30, Clients with DPD >
30
Stage 1: include all clients not classified in Stage 2 or Stage 3 based on
the above conditions
●
For Small Business, the staging criteria are:
Stage 3: criteria as provided by EBA default definition as presented
below
Stage 2: assessment of
Relative threshold:
Doubling of the lifetime PD since origination and the absolute increase exceeds a
pre-
defined quantitative threshold
Absolute thresholds:
Clients rated with the
last three risk classes in
term of risk (“sub-standard grade”,
as
detailed in Note 46.1), Healthy clients with restructured facilities in probation and DPD < 30, Clients with
DPD > 30
Stage 1: include all clients not classified in Stage 2 or Stage 3 based on
the above conditions
●
For Individuals and Professionals, the staging criteria are:
Stage 3: criteria as provided by EBA default definition as presented
below
Stage 2: assessment of
Relative threshold:
Doubling of the lifetime PD since origination and the absolute increase exceeds a
pre-
defined quantitative threshold
Absolute thresholds:
Clients rated
with the
last two
risk classes
in term
of risk
(“sub-standard grade”, as
detailed in Note 46.1),
Healthy clients with restructured facilities in probation and DPD < 30, Clients with
DPD > 30
Stage 1: include all clients not classified in Stage 2 or Stage 3 based on
the above conditions
In accordance
with EBA
default definition,
the main
considerations for
the loan
impairment assessment
include whether any payments of principal or interest are overdue by more than 90 days, whether a severe
alteration in the
counterparty’s financial
standing is observed,
entailing a high
probability that the
debtor
will not be able
to fully meet its
credit obligations, whether concessions in the
form of restructuring were
consented
under
the
circumstances
of
financial
hardship
experienced
by
the
debtor,
whether
legal
procedures were initiated or the debtor
was transferred to specialized recovery
structures (regardless of the
number of days past due). Contamination principles within economic
group of clients’ are also applied.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
28
3. Material accounting policy information (continued)
f)
Impairment model of financial assets (continued)
ECL calculation techniques:
The key elements of ECL calculation are outlined below:
●
PD
Probability of Default
models are based on a two-step approach: building of the
through-the-cycle
(TTC) marginal PD curve
and Adjustment of the
TTC curve to incorporate point
in time and forward
looking information;
●
LGD
Loss
Given
Default
model
takes
into
account
cashbacks,
portfolio
sales
and
collateral
recoveries;
●
EAD
Exposure
at
default
estimation
at
each
time
step
is
based
on
internally
modelled
Credit
Conversion Factor (“CCF”).
Forward-looking information
Expected
losses
are
computed
based
on
three
macroeconomic
scenarios:
optimistic,
base
and
stress
scenario. Consequently,
expected credit losses are influenced
both by changes in
portfolio quality as well
as
changes
in
macroeconomic
projections.
Macroeconomic
models
are
sensitive
to
GDP,
RON/EUR
exchange
rate
and
unemployment
rate.
Final
ECL
is
derived
using
the
weighted
average
of
the
three
scenarios (based on their probabilities of occurrence).
The inputs and models
used for calculating ECL
may not always capture
all characteristics of
the market at
the date
of the financial
statements. To
reflect this, the
Bank assesses the
need/opportunity for additional
amounts of provisions in the form of overlays, in order to address:
●
Sector of activity specific risks (adjustment of ECL on sectors that have a
different default behaviour
from the whole calibration segment)
●
Visible macroeconomic threat impossible to be captured by the models, typically when the
macroeconomic variable subject to stress cannot be statistically
incorporated into the ECL model or
the forward looking information factor is not applied for the underlying
parameter.
Impairment/default principles
Impairment and
recoverability are
assessed, measured
and recognized
individually for
loans and
receivables
that are
individually significant,
and on
a portfolio
basis for
impaired loans
and receivables
that are
not
individually
significant.
Loans
and
receivables
for
which
objective
evidence
of
impairment
was
not
identified, regardless the loans are individually significant or not, are included in a portfolio
for collective
impairment assessment. The
carrying amount
of the
asset is
reduced to
its estimated
recoverable amount
through the use of an allowance account. The loss amount is recognised into profit and loss. If the amount
of the impairment subsequently
decreases due to an
event occurring after the
impairment, the release
of the
allowance is credited to the income statement.
The Group implemented
the definition of
the default status
according to the
criteria set by
EBA. All the PD
curves
used
as
input
elements
in
the
ECL
calculation
were
calibrated
by
applying
the
EBA
definition
retroactively,
in
order
to
ensure
the
consistency
regarding
the
entry
into
default
status
at
the
time
of
calibration.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
29
3. Material accounting policy information (continued)
f)
Impairment model of financial assets (continued)
Collateral valuation
To
mitigate
its
credit
risks
on
financial
assets,
the
Bank
seeks
to
use
collateral,
where
possible.
The
collateral comes in various forms, such as cash, letters of guarantees, real
estate, etc.
Real estate
collaterals are
regularly valuated. Their
market value
is estimated
by certified
evaluators that
can be either external or internal valuators. Depending on the collateral
type, revaluation is performed:
●
Yearly,
for commercial / industrial / agricultural real-estate, plots of land
●
At least once every 3 years, for residential real estate
or with higher frequency if the real estate market
displays a significant negative evolution.
The
value
of
collateral
affects
the
calculation
of
ECLs
through modelled
LGD parameter
,
which is
an
estimate of the loss
arising in the
case where a default
occurs at a given
time, considering all
the cash flows
collected from the client,
as well as the recovery
value of collaterals (net
of any cost and
additional losses),
by incorporating
the effect of
time value
of money. In case
of provisions
individually assessed,
the recovery
value of a collateral is determined by applying discount coefficients to its market value.
g) Cash and cash equivalents
For
the
purpose
of
the
cash
flow
statements,
cash
and
cash
equivalents
comprise
cash
in
hand,
current
accounts
and short-term
placements at
other
banks
and the
amounts representing
minimum compulsory
reserve held at National Bank of Romania,
excluding amounts in transit and loans
to banks with more than
90 days maturity from the date of acquisition.
h)
Leases
The
determination
of
whether
an
arrangement
is,
or
contains
a
lease
is
based
on
the
substance
of
the
arrangement and requires an assessment
of whether the fulfilment of the
arrangement is dependent on the
use of a specific asset or assets and the arrangement convey a right
to use the asset.
A contract is or contains a
lease if the contract conveys
the right to control the use
of an identified asset for
a period in exchange for consideration.
Group as a lessor
Finance leases
are those
which transfer
to the
lessee substantially
all the
risks and
benefits incidental
to
ownership of the
leased item and
are recognized as
assets at the
inception of the lease
at the fair
value of
the leased property or,
if lower,
at the present value
of the minimum lease
payments. Lease payments are
allocated both
to the
principal and
the interest
income on
a pattern
reflecting a
constant periodic
rate of
return on the lessor's net investment outstanding in respect of the finance lease.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
30
3. Material accounting policy information (continued)
h)
Leases (continued)
Group as a lessee
The
Group
applies
a
single
recognition
and
measurement
approach
for
all
leases,
except
for
short-term
leases and
leases of
low-value assets.
The Group recognizes
lease liabilities to
make lease
payments and
right-of-use assets
representing the
right to
use the
underlying assets.
For short-term
leases or
leases for
which the underlying
asset is of
low value, the
related lease payments
are recognized as
an expense on
a
straight-line basis over the lease term (please see Note 40).
Right-of-use assets
The Group
recognizes right-of-use
assets at
the commencement
date of
the lease
(i.e. the
date the
underlying
asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and
impairment losses, and adjusted for any re-measurement of lease liabilities. The cost of right-of-use assets
includes the amount of
lease liabilities recognized,
initial direct costs incurred,
and lease payments made
at
or before the
commencement date.
Right-of-use assets
are depreciated on
a straight-line basis
over the lease
term. The right-of-use assets are presented within
Note 15.
Lease liabilities
At the commencement
date of
the lease, the
Group recognizes
lease liabilities measured
at the present
value
of lease payments
to be made over
the lease term. The
lease payments can
include fixed payments,
variable
lease payments
that depend
on an
index or
a rate,
and amounts
expected to
be paid
under residual
value
guarantees. The lease payments can also include payments of penalties
for terminating the lease.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
31
3. Material accounting policy information (continued)
i)
Investment in associates and joint ventures
An associate is an enterprise in
which the Group and Bank exercises significant influence
and is neither a
subsidiary nor a joint venture.
A joint venture is
a joint arrangement whereby the
parties that have joint control of
the arrangement have
rights
to
the
net
assets
of
the
arrangement.
The
Group
recognizes
its
interest
in
a
joint
venture
as
an
investment
and
shall
account
for
that
investment
using
the
equity
method
in
accordance
with
IAS
28
Investments
in
Associates.
The
Bank
accounts
its
interest
in
joint
venture
in
the
separate
financial
statements at cost less impairment.
Associates and
joint venture
are accounted
using the
equity method
for consolidation
purposes and
cost
method for separate financial statements.
Under
the
equity method,
an
investment in
an
associate
and
joint
venture is
carried
in
the
statement
of
financial position at cost
plus post-acquisition changes in the
Group and Bank’s
share of net assets
of the
associate
or
joint
venture.
Goodwill
relating
to
an
associate
or
joint
venture is
included
in
the
carrying
amount of the investment and is not amortized. The Group and Bank does an assessment of
any additional
impairment loss with respect to the net investment in associate or joint
venture.
The income statement reflects the share
of the results of operations of
associates and joint ventures. Where
there
has
been
a
change
recognized
directly
in
the
equity
of
the
associate
or
joint
venture,
the
Group
recognizes
its
share
of
any
changes
and
discloses this,
when
applicable,
in
the
statement
of
changes
in
equity.
The reporting dates of associates and joint
venture and the Group are identical and the
associates’ or joint
ventures’ major accounting
policies conform to
those used by
the Group for
like transactions and
similar
events in similar circumstances.
j)
Tangible assets
The cost
of tangible asset
is recognized as
an asset if,
and only
if: (a) it
is probable that
future economic
benefits
associated
with
the
item
will
flow
to
the
Group;
and
(b)
the
cost
of
the
item
can
be
measured
reliably.
Buildings and
other tangible
assets are
stated at
cost less
accumulated depreciation
and any
impairment
loss.
In accordance
with IAS
29 “Reporting
in Hyperinflationary
Economies”, tangible
assets have
been restated,
as appropriate, by applying the change
in the consumer price index
from the date of acquisition through
31
December 2003.
Depreciation is computed
on a straight-line
basis over the
estimated useful life
of the asset,
as stated below:
Asset type
Years
Buildings and special constructions
10-40
Computers and equipment
3-5
Furniture and other equipment
15
Vehicles
5
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
32
3. Material accounting policy information (continued)
j)
Tangible assets (continued)
The carrying amount of
tangible assets is reviewed for
impairment at each statement
of financial position
date or whenever events or
changes in circumstances indicate
the carrying amount may
not be recoverable.
An asset’s
recoverable amount is the higher of
an asset’s or
CGU (Cost Generation Unit)’s
fair value less
costs of disposal and its value in use. The recoverable amount is determined
for an individual asset, unless
the asset does
not generate cash inflows
that are largely
independent of those
from other assets or
groups
of
assets.
When
the
carrying
amount
of
an
asset
or
CGU
exceeds
its
recoverable
amount,
the
asset
is
considered impaired and is written down to its recoverable amount.
Tangible assets are derecognized upon disposal or when no future economic benefits are expected
from its
use or disposal.
Any gain or
loss arising on
de-recognition of
the asset (calculated
as the difference
between
the net disposal proceeds
and the carrying amount
of the asset) is included
in the income statement
in the
year the asset is derecognized.
k)
Investment properties
Assets are classified
as investment property
if the property
(land or a
building - or
part of a
building - or
both) is held (by
the Bank or Group
as owner) to earn
rentals or for capital
appreciation or both, rather
than
for: use in the production or for administrative purposes; or sale
in the ordinary course of business.
Investment
properties
are
measured
initially
at
cost
including
transaction
costs.
Subsequent
to
initial
recognition,
investment
properties
are
carried
at
cost
less
any
accumulated
depreciation
and
any
accumulated impairment losses.
Investment properties
are derecognized when
either they
have been
disposed-off or
when the
investment
property is permanently withdrawn from use and no future economic benefit
is expected from its disposal.
Any gains or
losses on the
retirement or disposal
of an investment
property are recognized in
the income
statement in the year of retirement or disposal.
Transfers
are made
to investment
property when
and only
when, there
is a
change in
use, evidenced
by
ending
of
owner-occupation,
commencement
of
an
operating
lease
to
another
party,
or
ending
of
construction or development. Transfers are made
from investment property when and
only when, there is a
change in use evidenced by commencement of owner-occupation or
commencement of development with
a view to sale.
The depreciation of
buildings included in
investment properties is
computed using the
linear
method over the useful lives as presented in Note 3 j).
l)
Assets held for sale
Non-current assets for
which the
carrying amount is
estimated to be
recovered principally through
a sale
transaction rather than continuing use are classified as held for sale.
Assets held for sale represented by property,
plant and equipment are initially and subsequently measured
at the lower of the carrying amount and
the fair value at the date of the measurement. For
any decrease of
the
fair
value
below
the
carrying
amount,
impairment
is
recognised
into
profit
and
loss
accounts.
The
increase
of
the
fair
value
of
a
held
for
sale
asset
is
accounted
for
as
an
impairment
release.
Fair
value
increase is recognised up to the level of the initial carrying amount of
the asset.
On the
period an
asset is
classified as
held for
sale no
depreciation charged
is recognised.
An asset
that
ceases to be classified as held for
sale is measured at the lower of
the carrying amount before the asset
was
classified as held for sale
adjusted by the depreciation that
would have been recognised had the
asset was
not classified as held for sale and its recoverable amount.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
33
3. Material accounting policy information (continued)
m)
Goodwill
Goodwill
acquired
in
a
business
combination
is
initially
measured
at
the
excess
of
the
aggregate
of
consideration
transferred
and
the
amount
of
any
non-controlling
interest
in
the
acquiree
over
the
net
amounts
of
the
identifiable
assets
and
liabilities
acquired.
Following
initial
recognition,
goodwill
is
measured at cost less any accumulated impairment losses.
Goodwill
is
reviewed
for
impairment
at
each
reporting
date
or
more
frequently if
events
or
changes
in
circumstances indicate that the
carrying value may be
impaired. Impairment is determined
by assessing the
recoverable
amount
of
the
cash-generating
unit,
to
which
the
goodwill
relates.
Where
the
recoverable
amount of cash-generating unit is less than the carrying amount,
an impairment loss is recognized.
n)
Intangible assets
Intangible assets are measured initially
at cost. Following initial recognition
intangible assets are carried at
cost less any
accumulated amortization
and any accumulated
impairment losses. All
intangible assets of
the
Group and Bank carried as of 31 December 2025 and 2024 have finite useful lives and
are amortized on a
straight-line
basis
over
the
estimated
useful
life
of
up
to
5
years.
The
amortization
period
and
the
amortization method are reviewed at least at each financial year
end.
At each
statement of financial
position date or
whenever events or
changes in circumstances
indicate the
carrying value
may not
be recoverable,
intangibles are
reviewed for
impairment. Where
the carrying
amount
of an
asset is greater
than the estimated
recoverable amount, it
is written down
to its recoverable
amount
by recognising impairment.
An intangible asset is
derecognized upon disposal
(i.e., at the date
the recipient
obtains control)
or when
no future
economic benefits
are expected
from its
use or
disposal. Any
gain or
loss arising upon derecognition of the asset
(calculated as the difference between the net disposal
proceeds
and the carrying amount of the asset) is included in the statement of
profit or loss.
o)
Employee benefits
Short-term employee benefits:
Short-term
employee
benefits
include
wages,
salaries
and
social
security
contributions.
Short-term
employee benefits are recognized as expense when services are rendered.
Social Security Contributions:
The Group and its subsidiaries
as well as its
employees are legally obliged
to make contributions described
in the financial
statements as social
security contributions to
the National Pension
Fund, managed by
the
Romanian State
Social Security
(a defined
contribution plan
financed on
a pay-as-you-go
basis). The
Group
and Bank
has no
legal or
constructive obligation
to pay
future benefits.
Its only
obligation is
to pay
the
contributions
as
they
fall
due.
If
the
members
of
the
Romanian
State
Social
Security
plan
cease
to
be
employed by either the Group
or its subsidiary, there will be no
obligation on the Group
to pay the benefits
earned by these employees in previous years. The Group and Bank’s contributions are included in salaries
and related expenses.
Post-employment benefits:
The
Group
and
Bank
has
a
contractual
obligation
to
pay
to
retiring
employees
a
benefit
calculated
considering the salary at the date of retirement and the number of years served
by the individual. The cost
of
providing
benefits
under
defined
benefit
plans
is
estimated
annually
using
the
projected
unit
credit
actuarial valuation
method and
is recognized
to the
income statement
on an
accrual’s
basis. Differences
arising
from
changes
in
calculation
assumptions
(early
retirements,
discount
rates,
etc.)
or
differences
between actuarial assumptions and real performance are recognized
as actuarial gains and losses.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
34
3. Material accounting policy information (continued)
o)
Employee benefits (continued)
Actuarial gains and losses,
excluding amounts expensed as
net interest on the
net defined benefit liability
are components used
to re-measure
the net defined
benefit liability. These components
are immediately
and
fully recognised as unrealised gains and losses
and presented under Reserves from defined benefit
pension
plan. These items
are subsequently
never reclassified
in income
statement but
transferred to
retain earnings.
Where a new
or amended plan comes
into force, the
past service cost is
immediately recognized in profit
or loss.
An annual charge is recorded under Personnel expenses for defined benefit plans,
consisting of:
-
the additional entitlements vested by each employee (current service
cost);
-
past service cost resulting from a plan amendment or a curtailment;
-
the
financial
expense
resulting
from
the
discount
rate
(net
interest
on
the
net
defined
benefit
liability);
-
the settlement of plans.
Share–based payment transactions:
Based on
the annual
performance certain
employees of
the Group
and Bank
receive remuneration
in the
form
of
SG
share–based payment
transactions, whereby
employees render
services as
consideration for
equity
instruments
(‘equity–settled
transactions’).
The
cost
of
equity–settled
transactions
is
recognized,
together with a corresponding increase in equity,
over the period in which the performance
and/or service
conditions are
fulfilled, ending on
the date
on which the
relevant employees become
fully entitled
to the
award (‘the vesting date’, usually 3 years).
Additionally, according to
the Bank’s Remuneration
Policy, the Executive
Officers are
entitled to
a variable
remuneration, which is granted
based on quantitative and
qualitative criteria and represents a
cash-settled
transaction, having two components’ cash and share equivalents settled in cash (BRDTP -
Bonus package
for
the
executive
officers).
BRDTP
or
share
equivalents
is
a
component
of
the
variable
remuneration
expressed in
units, whose value
is determined
for a
relevant reference
period preceding
the vesting
date,
based on the price of the Bank shares, listed on the Bucharest Stock Exchange.
In
accordance
with
European
and
local
legislation
in
force
and
the
Bank’s
risk
appetite
targets
whilst
promoting alignment with
shareholders’ interests, vesting
of at
least 60%
of the variable
remuneration is
deferred over five years, on a pro rata basis.
This concerns both
cash payments and
share equivalents (BRDTP) granted
subject to the
achievement of
long-term
performance
conditions
related
to
Bank
profitability.
Another
vesting
condition
refers
to
the
presence of
the Beneficiary (i.e.
the mandate contract
is not
terminated). At least
50% from
any variable
remuneration must be composed of share equivalents.
Moreover, the employees of the Bank and of the Group can
participate in SG International Saving Plan or
Global Employee Share
Ownership Plan, through
which they can
to acquire Société
Générale shares at
a
preferential price under the following condition:
-
Subscription price reduced by 20% versus the SG share reference price
;
-
A gross premium for the first 20 shares acquired supported by the employer representing 100% of
employee contribution,
starting the
21st share
the premium
represent 50%
of the
employee contribution
(classified as
short term
employee benefits).
The overall
gross premium
paid by
the employer
cannot exceed
a certain threshold.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
35
3. Material accounting policy information (continued)
o)
Employee benefits (continued)
Other benefits
The Bank also grants to all employees:
●
annual contribution to a private pension fund (Pillar 3) in total amount of
200
EUR/year/employee (for the employees with a seniority in the Bank higher
than 3 years)
●
upon termination
of the
individual labour
agreement for
reasons not
related to
the employee
(related
with the number of years served by the employee)
●
fidelity premium (related with the number of years served by the employee)
●
on December 1st an amount equal to the basic salary
●
holiday vouchers, meal vouchers
●
social expenses:
gifts for
the employees’
children given
during Easter,
Christmas and
Children's
Day, gifts for the women employees of
the Bank on 8 March,
for birth every newborn, for
the civil
marriage of the
employee, for
the death of
a family member
or in case
of the death
of the employee.
p)
Provisions
Provisions
are
recognized
when
the
Group
and
Bank
has
a
present
obligation
(legal
or
constructive),
because of a past event, it is probable that
an outflow of embodying economic benefits will be required to
settle the obligation and a reliable
estimate can be made of the
amount of the obligation. If
the effect of the
time value of money is material, provisions are discounted using a current pre-tax rate that
reflects, where
appropriate, the risks specific to the liability.
Where discounting is used, the increase in
the provision due
to the passage of time is recognized as borrowing cost.
q)
Contingencies
Contingent
liabilities
are
not
recognized
in
the
financial
statements,
but
they
are
disclosed
unless
the
possibility of
an outflow
of resources
embodying economic
benefits is
remote. A
contingent asset
is not
recognized in the financial statements but disclosed when an inflow of
economic benefits is probable.
r)
Earnings per share
Basic earnings per share are calculated by dividing net profit/ (loss) for the reporting period attributable
to
ordinary equity
holders of
the parent
by the
weighted average
number of
shares outstanding
during the
year.
As of 31
December 2025
and 2024
there were no
dilutive equity
instruments issued
by the Group
and Bank.
s)
Dividends on ordinary shares
Dividends on
ordinary shares
are recognized
as a
liability and
deducted from
equity when
they are
approved
by the Group and Bank’s shareholders.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
36
3. Material accounting policy information (continued)
t)
Current and deferred tax
i)
Current tax
The tax rates and tax laws used
to compute the amount are those that are
enacted or substantively enacted
by the statements of financial position date.
ii)
Deferred tax
Deferred tax balances are measured at
tax rates enacted or substantively enacted
at the end of the reporting
period, which
are expected
to apply
to the
period when
the temporary
differences will
reverse or
the tax
loss carry forwards will be utilised. Deferred tax assets and liabilities are netted only within the individual
companies of the Group.
Deferred tax assets
for deductible temporary
differences and tax
loss carry forwards
are recorded only
to
the extent that it is probable that future
taxable profit will be available against
which the deductions can be
utilised.
The
recognised
deferred
tax
asset
represents
income
taxes
recoverable
through
future
deductions
from
taxable
profits,
and
is
recorded
in
the
statement
of
financial
position.
Deferred
income
tax
assets
are
recorded to the extent
that realisation of the
related tax benefit is
probable. The future taxable
profits and
the amount
of tax
benefits that
are probable
in the
future are
based on
a medium
term business
plan prepared
by management
and extrapolated
results thereafter. The
business plan
is based
on management
expectations
that are believed to be reasonable under the circumstances
Deferred
tax
liabilities
are
recognised
for
all
taxable
temporary
differences,
except
for
temporary
differences
relating
to
investments
in
companies
under
exclusive
or
joint
control,
to
the
extent
that
the
Group
is
capable
of
controlling
the
date
on
which
the
temporary
difference
will
reverse
and
that
this
temporary difference will likely not reverse in the foreseeable future.
u)
Related parties
Parties
are
considered
related
with
the
Group
and
Bank
when
one
party,
either
through
ownership,
contractual
rights,
family
relationship
or
otherwise,
could
directly
or
indirectly
control
or
significantly
influence the other party in making financial and operating decisions. Related party
transaction represents
a transfer of resources or obligations between related parties, regardless of
whether a price is charged.
In the normal course
of business, the Group
enters into transactions with
its related parties.
IFRS 9 requires
initial recognition of financial instruments based on their
fair values. Judgement is applied in determining
if transactions
are priced at
market or
non-market interest rates,
where there is
no active market
for such
transactions. The basis for judgement is pricing for similar types of transactions with unrelated parties
and
effective interest rate analysis. Terms and conditions of related party balances are disclosed in Note 41.
In summary, related party transactions are initially recognized at fair value or transaction price, whichever
best
reflects
the
economic
substance,
with
appropriate
disclosures
to
maintain
financial
statement
transparency.
v)
Subsequent events
Post-balance sheet events
that provide additional
information about the
Group and Bank’s
position at the
statement of financial position (adjusting events), or those that indicate that the going concern assumption
is not appropriate are reflected in the financial statements. Post-balance sheet events that are not adjusting
events are disclosed in the notes when significant.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
37
4. Segment information
The segments used
for management purposes are
based on customer type
and size, products and
services
offered and follow the aggregation criteria from IFRS 8.
The operating segments’
operating results are
regularly reviewed by the
Group's chief operating decision
maker to make decisions about resources to be allocated to the segment
and assess its performance.
Each
segment
is
assessed
both
from
Statement
of
financial
position
and
Statement
of
profit
or
loss
perspective.
In Retail (Individuals & Small Business) category the following customer’s segments
are identified:
●
Individuals – the Bank
provides individual customers with
a range of banking products
such as: saving
and deposits taking,
consumer and housing
loans, overdrafts, credit
card facilities, funds
transfer and
payment facilities, etc.
●
Small
business
–
business
entities
with
annual
turnover
lower
than
1
million
EUR
and
having
an
aggregated exposure at group level less
than 0.3 million EUR. Standardised range
of banking products
is
offered
to
small
companies
and
professional:
saving
and
deposits
taking,
loans
and
other
credit
facilities, etc.
Retail customers include clients with similar characteristics in terms of financing needs, complexity of the
activity performed and
size of business for
which a range
of banking products and
services with medium
to low complexity is provided.
In Non–Retail category the following customer’s segments are identified:
●
Small and medium enterprises (companies with annual turnover between 1
million EUR and 50
million EUR and the aggregated exposure at group level higher than 0.3
million EUR);
●
Large corporate (corporate banking and companies with annual turnover higher than
50 million EUR,
municipalities, public sector and other financial institutions).
The Bank
provides these
customers with
a range
of banking
products and services,
including saving and
deposits
taking,
loans
and
other
credit
facilities,
transfers
and
payment
services,
provides
cash-
management, investment
advices, securities
business, project
and structured
finance transaction,
syndicated
loans and asset backed transactions.
The
Corporate Center
includes:
treasury
activities, ALM
and
other
categories unallocated
to
Retail and
Non-Retail business lines.
The
Management
monitors
the
activity
of
each
segment
separately
for
the
purpose
of
performance
assessment and follow up in the quarterly business lines presentation.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
38
4. Segment information (continued)
Group
2025
2024
Total
Retail
Non retail
Corporate
Center
Total
Retail
Non retail
Corporate
Center
Net interest income
3,104,664
1,910,470
974,885
219,309
2,911,643
1,781,525
904,664
225,454
Fees and commissions, net
890,004
578,119
339,595
(27,710)
808,775
540,975
313,184
(45,384)
Total non-interest income
354,939
103,930
110,145
140,864
311,616
74,488
102,179
134,949
Net banking income
4,349,607
2,592,519
1,424,625
332,463
4,032,034
2,396,988
1,320,027
315,019
Total operating expenses
(2,223,155)
(1,542,103)
(587,152)
(93,900)
(2,023,336)
(1,456,731)
(540,233)
(26,372)
Net impairment gain/(loss) on financial instruments
(225,186)
(222,060)
(1,102)
(2,023)
(145,341)
(150,804)
5,285
178
Total income tax
(355,562)
(154,931)
(156,464)
(44,167)
(339,581)
(143,867)
(143,071)
(52,643)
Net profit for the period
1,545,704
673,424
679,907
192,373
1,523,776
645,586
642,008
236,182
Cost Income Ratio
51.1%
59.5%
41.2%
50.2%
60.8%
40.9%
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
39
4. Segment information (continued)
Group
31 December 2025
31 December 2024
Total
Retail
Non retail
Corporate Center
Total
Retail
Non retail
Corporate Center
Total assets
98,044,037
31,543,711
24,586,168
41,914,158
88,479,703
28,596,010
21,132,667
38,751,026
Loans and advances to customers, net &
Finance lease receivables
56,129,879
31,543,711
24,586,168
-
49,728,677
28,596,010
21,132,667
-
Other assets
41,914,158
-
-
41,914,158
38,751,026
-
-
38,751,026
Total liabilities
98,044,037
45,544,528
29,500,601
22,998,908
88,479,703
44,319,868
23,615,274
20,544,561
Due to customers
75,045,129
45,544,528
29,500,601
-
67,935,142
44,319,868
23,615,274
-
Other liabilities
22,998,908
-
-
22,998,908
20,544,561
-
-
20,544,561
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
40
5. Cash and cash equivalents
Group
Bank
31 December 2025
31 December 2024
31 December 2025
31 December 2024
Cash in vaults and ATM
2,888,474
2,455,239
2,888,396
2,455,158
Current accounts with Central Bank
6,327,799
5,096,004
6,327,799
5,096,004
Current accounts and placements with other banks
2,864,114
1,106,792
2,864,114
1,106,792
Total
12,080,387
8,658,035
12,080,309
8,657,954
The Cash and cash equivalents portfolio is
classified as Stage 1. For credit quality analysis
please refer to
Note 46.1.
6. Due from banks
Group
Bank
31 December 2025
31 December 2024
31 December 2025
31 December 2024
Deposits and other due from banks
393,727
263,894
393,728
263,894
Reverse repo
6,102,999
6,049,529
6,102,999
6,049,529
Total
6,496,727
6,313,423
6,496,727
6,313,423
The Due from banks portfolio is classified as Stage 1. For credit quality
analysis please refer to Note 46.1.
7. Derivatives and other financial instruments held for trading
Group
31 December 2025
Assets
Liabilities
Notional (total)
Interest rate swaps
28,370
107,550
5,778,982
Currency swaps
13,077
16,753
4,346,641
Forward foreign exchange contracts
9,730
14,230
2,336,562
Options
40,399
40,871
9,716,122
Total derivative financial instruments
91,576
179,404
22,178,307
31 December 2025
Assets
Liabilities
Treasury notes
1,303,894
636,050
Trading loans/deposits
-
109,106
Reverse repo/Repo
1,119,834
52,888
Total financial assets and liabilities held for trading
2,423,728
798,044
Total derivatives and other financial instruments held for
trading
2,515,304
977,448
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
41
7. Derivatives and other financial instruments held for trading (continued)
Group
31 December 2024
Assets
Liabilities
Notional (total)
Interest rate swaps
35,248
151,439
5,529,920
Currency swaps
46,120
11,324
4,651,924
Forward foreign exchange contracts
21,945
10,937
1,700,164
Options
38,556
38,672
6,536,794
Total derivative financial instruments
141,869
212,372
18,418,802
31 December 2024
Assets
Liabilities
Treasury notes
809,797
226,548
Trading loans/deposits
224,827
-
Reverse repo/Repo
666,069
85,090
Total financial assets and liabilities held for trading
1,700,693
311,638
Total derivatives and other financial instruments held for
trading
1,842,562
524,010
Bank
31 December 2025
Assets
Liabilities
Notional (total)
Interest rate swaps
28,370
107,550
5,778,982
Currency swaps
13,077
16,753
4,346,641
Forward foreign exchange contracts
9,731
14,230
2,344,210
Options
40,399
40,871
9,716,122
Total derivative financial instruments
91,577
179,404
22,185,955
31 December 2025
Assets
Liabilities
Treasury notes
1,274,119
636,050
Trading loans/deposits
-
109,106
Reverse repo/Repo
1,119,834
52,888
Total financial assets and liabilities held for trading
2,393,953
798,044
Total derivatives and other financial instruments held for
trading
2,485,530
977,448
Bank
31 December 2024
Assets
Liabilities
Notional (total)
Interest rate swaps
35,248
151,439
5,529,920
Currency swaps
46,120
11,324
4,651,924
Forward foreign exchange contracts
21,945
10,937
1,700,164
Options
38,556
38,672
6,536,794
Total derivative financial instruments
141,869
212,372
18,418,802
31 December 2024
Assets
Liabilities
Treasury notes
777,739
226,548
Trading loans/deposits
224,827
-
Reverse repo/Repo
666,069
85,090
Total financial assets and liabilities held for trading
1,668,635
311,638
Total derivatives and other financial instruments held for
trading
1,810,504
524,010
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
42
7. Derivatives and other financial instruments held for trading (continued)
The Bank continues
to apply hedge accounting (fair value hedge) as of 31 December 2025
and
has four hedging relationships (four hedging relationships as of 31 December
2024). The Bank
applies EU carve-out.
●
On 30 June 2018, the Bank initiated two macro fair value hedges one in
EUR and one in
USD of interest rate risk associated with the current accounts, using
several interest rate swaps
(pay variable, receive fixed). The change in the fair value of the macro fair value
hedge swaps
offsets the change in the fair value of the hedged portion of the current accounts. The hedged
items are represented by the portion of the current accounts’
portfolio equal to the swap’s nominal
values of:
-
54 million EUR yearly with a fixed interest rate of 0.42%, the remaining
period as of 31
December 2025 of 2.5 years.
-
12 million USD yearly with a fixed interest rate of 2.813%, the remaining
period as of 31
December 2025 of 2.5 years.
●
On 30 October 2020 the Bank initiated a macro fair value hedge of interest
rate risk
associated with the current accounts, using several interest rate swaps
(pay variable, receive
fixed). The change in the fair value of the macro fair value hedge
swaps offsets the change in the
fair value of the hedged portion of the current accounts. The hedged
item is represented by the
portion of the current accounts’ portfolio equal to the swaps nominal of
175 million EUR. The
swap has a fixed interest rate of -0.403% and a remaining period of 4.84 years.
●
On 30 September 2021 the Bank initiated a macro fair value hedge of
interest rate risk
associated with the current accounts, using several interest rate swaps
(pay variable, receive
fixed). The change in the fair value of the macro fair value hedge
swaps offsets the change in the
fair value of the hedged portion of the current accounts. The hedged
item is represented by the
portion of the current accounts’ portfolio equal to the swaps nominal of
30 million EUR. The
swap has a fixed interest rate of -0.337% and a remaining period of 0.75 years.
All hedging relationships have quarterly settlement periods for both fixed and variable
legs. The
macro hedging relationships
were effective throughout the reporting period.
Main source of hedge ineffectiveness that might be expected to affect the hedging relationships is
the amortization model of current accounts. However, the amortization of the hedged item is
based on a behavioral ALM model that is reviewed/back tested
on a yearly basis. To avoid
inefficiency generated by the underestimated amortization of the current accounts,
maximum
70% of the current accounts portfolio per each time band is designated as hedged
item.
The hedging relationship were designated on the date of the IRS origination.
At that date, the
theoretical derivative was built as to match the interest rate behavior of the
current accounts, the
hedged item (i.e. a spread was added to the variable leg so that the fair value of
the theoretical
swap on the designation date to be zero). Consequently, no other major sources of ineffectiveness
were identified.
As at 31 December 2025, the accumulated amount of fair value hedge adjustments
on the current
accounts hedged item are included in the carrying amount and presented
in due to customer line
in the statement of financial position and amounts to -78,538. The change
in value of the hedged
item during the period is explained by the cumulated effect of a loss from revaluation
in amount
of 35,892 and of the exchange rate evolution effect in amount of -2,091.
As at 31 December 2024, the accumulated amount of fair value hedge adjustments
on the current
accounts hedged item are included in the carrying amount and presented
in due to customer line
in the statement of financial position and amounts to -112,338. The change in value of the hedged
item during the period is explained by the cumulated effect of a loss from revaluation
in amount
of 71,246 and of the exchange rate evolution effect in amount of -89.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
43
7. Derivatives and other financial instruments held for trading
(continued)
The fair value of hedging instrument for Group and Bank was the following:
The summary of the transactions and impact in statement of financial
position and
statement of profit or loss is presented below for year 2025 and
2024:
.
.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
44
7. Derivatives and other financial instruments held for trading
(continued)
The split on maturities for the nominal value for the hedging instruments is
as follows:
.
.
Forwards
Forward contracts are contractual agreements to buy or sell a specified financial
instrument at a
specific price and date in the future. Forwards are customised contracts
transacted in the over-the-
counter market.
Swaps
Swaps are contractual agreements between two parties to exchange streams
of payments over
time based on specified notional amounts, in relation to movements
in a specified underlying
index such as an interest rate, foreign currency rate or equity index.
Interest rate swaps relate to contracts concluded by the Bank with other
financial institutions in
which the Bank either receives or pays a floating rate of interest in return
for paying or receiving,
respectively, a fixed rate of interest. The payment flows are usually netted against each other,
with the difference being paid by one party to the other. In a currency swap, the Bank pays a
specified amount in one currency and receives a specified amount in
another currency. Currency
swaps are mostly gross settled.
Options
Options are contractual agreements that convey the right, but not the
obligation, for the purchaser
either to buy or sell a specific amount of a financial instrument at
a fixed price, either at a fixed
future date or at any time within a specified period. The Bank purchases
and sells options in the
over-the-counter markets.
Options purchased by the Bank provide the Bank with the opportunity
to purchase (call options)
or sell (put options) the underlying asset at an agreed-upon value either
on or before the
expiration of the option. The Bank is exposed to credit risk on purchased
options only to the
extent of their carrying amount, which is their fair value. Options written
by the Bank provide the
purchaser the opportunity to purchase from or sell to the Bank the underlying
asset at an agreed-
upon value either on or before the expiration of the option. The options
are kept to neutralize the
customer deals.
Trading treasury notes
are treasury discount notes and coupon bonds held for trading
purposes.
All the treasury notes in Bank’s portfolio are issued by the Romanian Government in RON, EUR
and USD.
Trading loans/deposits (including reverse repo/repo)
are financial instruments originated by
clients or interbank flow and the associated risk management, those
resulting from Bank
obligations as primary dealer and from Bank position al liquidity provider.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
45
8. Financial assets at fair value through profit or loss
Group
Bank
31 December 2025
31 December 2024
31 December 2025
31 December 2024
Equity investments
10,374
9,208
10,374
9,208
Total
10,374
9,208
10,374
9,208
Equity investments
Equity
investments
represent
shares
in
Romanian
Commodities
Exchange
(Bursa
de
Valori
Bucuresti),
National Society for
Transfer of
Funds and
Settlements-TransFonD (Societatea
Nationala de Transfer
de
Fonduri si
Decontari), SWIFT, Shareholders’
Register for
the National
Securities Commission
(Depozitarul
Central S.A.), Bucharest Stock Exchange (Bursa Romana de Marfuri SA).
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
46
9. Financial assets at fair value through other comprehensive income
Financial
assets
at
fair
value
through
other
comprehensive
income
include
treasury
notes,
respectively
treasury discount notes and coupon bonds issued by:
These financial assets at fair value
through other comprehensive income are rated as very
good according
to internal rating. As of 31 December 2025, they are classified as
Stage 1.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
47
10. Financial assets at amortised cost
10.1. Loans and advances to customers
Group
Bank
31 December
2025
31 December
2024
31 December
2025
31 December
2024
Loans, gross
55,918,906
49,506,267
55,525,911
49,114,810
Loans impairment
(1,933,047)
(1,801,065)
(1,891,071)
(1,762,902)
Total
53,985,859
47,705,202
53,634,840
47,351,908
The structure of loans is the following:
Group
Bank
Revised
Revised
31 December
2025
31 December
2024
31 December
2025
31 December
2024
Working capital loans
15,417,621
14,205,640
15,417,621
14,205,640
Loans for equipment
5,331,835
5,006,126
4,938,839
4,614,669
Trade activities financing
1,343,577
1,224,158
1,343,577
1,224,158
Acquisition of real estate, including mortgage
for individuals
19,156,106
16,731,732
19,156,106
16,731,732
Consumer loans
10,456,860
9,164,690
10,456,860
9,164,690
Consumer secured loans
522,970
655,200
522,970
655,200
Overdrafts on currents accounts
1,775,270
1,611,859
1,775,270
1,611,860
Other
1,914,667
906,861
1,914,667
906,861
Total
55,918,906
49,506,267
55,525,911
49,114,810
The Bank performed reclassifications to enhance presentation and
corresponding comparatives have been
re-classified accordingly.
The Bank
revised the
presentation and
added new
categories into
the structure
such
as:
“Consumer
secured
loans”
and
“Overdrafts
on
current
accounts”
considering
these
categories
significant.
As at
31 December
2025 the
gross loan
portfolio increased
by 6,411
million RON
as compared
with 31
December 2024.
As at 31 December 2025 the Bank’s gross loan portfolio and movements were distributed as follows:
•
Stage 1: 48,399 million RON, with a 6,762
million RON increase compared to 31 December 2024
•
Stage 2: 5,529 million RON, with a 756 million RON decrease compared
to 31 December 2024
•
Stage 3: 1,526 million RON, with a 389 million RON increase compared
to 31 December 2024
•
POCI: 72 million RON, with a 16 million RON increase compared to 31 December
2024.
The main movements on gross exposure value are along the following
dimensions:
•
Stage 1 increase driven mainly by the commercial performance on both Retail
and Non-Retail segment.
•
The decrease
in Stage 2
portfolio reflects
the migrations
to Stage 1,
mainly observed on
Retail, as
a result
of credit quality evolution.
•
The Stage 3 and POCI evolution is characterized by a net
inflow of 870 million RON from performing
portfolios, offset
by good recovery
performance on already
defaulted portfolios of
195 million RON
and
portfolio sale and write-off in amount of 270 million RON.
As at 31 December 2025 the amortized cost
of loans granted to the 20
largest corporate clients (groups of
connected borrowers) amounts to 7,990,646
(31 December 2024: 4,479,192), while the
value of letters of
guarantee and letters of credit
issued in favour of these clients
registered in off balance sheet
amounts for
the Group and Bank to 6,104,785 (31 December 2024: 4,840,044).
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
48
10. Financial assets at amortised cost (continued)
10.1. Loans and advances to customers (continued)
Impairment allowance movement
Group
Retail lending
Stage 1
Stage 2
Stage 3
POCI
Total
Impairment allowance as at 1 st January 2025
113,799
401,136
706,570
4,107
1,225,612
New assets originated or purchased
138,328
23,263
2,802
6
164,399
Assets derecognised or repaid (excluding write offs)
(25,840)
(42,618)
(229,963)
(338)
(298,759)
Net provision movement for assets that did not change classification
(92,161)
(20,492)
16,086
1,859
(94,708)
Movements due to change in classification
(25,473)
99,223
303,485
(241)
376,994
Amounts written off
-
-
(52,827)
(857)
(53,684)
Other adjustments
995
1,957
2,871
35
5,859
Impairment allowance as at 31 December 2025
109,647
462,469
749,023
4,572
1,325,713
Non-Retail lending
Stage 1
Stage 2
Stage 3
POCI
Total
Impairment allowance as at 1 st January 2025
296,903
58,178
196,354
24,017
575,451
New assets originated or purchased
180,639
41,373
2,037
-
224,048
Assets derecognised or repaid (excluding write offs)
(114,420)
(32,850)
(14,400)
(222)
(161,892)
Net provision movement for assets that did not change classification
(62,511)
(13,541)
(63,691)
(13,593)
(153,336)
Movements due to change in classification
(10,596)
935
155,865
-
146,204
Amounts written off
-
-
(28,747)
(1)
(28,747)
Other adjustments
3,730
410
883
583
5,606
Impairment allowance as at 31 December 2025
293,745
54,506
248,299
10,784
607,334
Total
Stage 1
Stage 2
Stage 3
POCI
Total
Impairment allowance as at 1 st January 2025
410,701
459,314
902,923
28,124
1,801,065
New assets originated or purchased
318,966
64,636
4,838
6
388,447
Assets derecognised or repaid (excluding write offs)
(140,260)
(75,468)
(244,364)
(559)
(460,651)
Net provision movement for assets that did not change classification
(154,672)
(34,033)
(47,606)
(11,734)
(248,045)
Movements due to change in classification
(36,069)
100,158
459,350
(241)
523,198
Amounts written off
-
-
(81,574)
(858)
(82,432)
Other adjustments
4,726
2,367
3,754
618
11,465
Impairment allowance as at 31 December 2025
403,393
516,975
997,322
15,356
1,933,047
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
49
10. Financial assets at amortised cost (continued)
10.1. Loans and advances to customers (continued)
Impairment allowance movement (continued)
Bank
Retail lending
Stage 1
Stage 2
Stage 3
POCI
Total
Impairment allowance as at 1 st January 2025
113,611
395,661
692,691
4,107
1,206,070
New assets originated or purchased
138,261
23,263
2,802
6
164,332
Assets derecognised or repaid (excluding write offs)
(25,805)
(42,222)
(229,265)
(338)
(297,630)
Net provision movement for assets that did not change classification
(92,112)
(18,262)
9,201
1,859
(99,314)
Movements due to change in classification
(25,471)
98,453
303,582
(241)
376,324
Amounts written off
-
-
(52,827)
(857)
(53,684)
Other adjustments
990
1,828
2,545
35
5,398
Impairment allowance as at 31 December 2025
109,474
458,722
728,728
4,572
1,301,496
Non-Retail lending
Stage 1
Stage 2
Stage 3
POCI
Total
Impairment allowance as at 1 st January 2025
296,228
56,639
179,949
24,017
556,833
New assets originated or purchased
180,135
41,373
2,037
-
223,545
Assets derecognised or repaid (excluding write offs)
(114,311)
(32,764)
(14,387)
(222)
(161,683)
Net provision movement for assets that did not change classification
(61,870)
(12,961)
(61,878)
(13,593)
(150,302)
Movements due to change in classification
(11,051)
783
155,050
-
144,783
Amounts written off
-
-
(28,747)
(1)
(28,747)
Other adjustments
3,705
378
480
583
5,146
Impairment allowance as at 31 December 2025
292,836
53,449
232,505
10,784
589,575
Total
Stage 1
Stage 2
Stage 3
POCI
Total
Impairment allowance as at 1 st January 2025
409,838
452,301
872,640
28,124
1,762,902
New assets originated or purchased
318,396
64,636
4,838
6
387,877
Assets derecognised or repaid (excluding write offs)
(140,116)
(74,986)
(243,651)
(559)
(459,313)
Net provision movement for assets that did not change classification
(153,982)
(31,223)
(52,676)
(11,734)
(249,616)
Movements due to change in classification
(36,521)
99,236
458,632
(241)
521,107
Amounts written off
-
-
(81,574)
(858)
(82,432)
Other adjustments
4,697
2,206
3,025
618
10,545
Impairment allowance as at 31 December 2025
402,311
512,171
961,233
15,356
1,891,071
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
50
10. Financial assets at amortised cost (continued)
10.1. Loans and advances to customers (continued)
Impairment allowance movement (continued)
Group
Retail lending
Stage 1
Stage 2
Stage 3
POCI
Total
Impairment allowance as at 1 st January 2024
142,904
443,058
578,818
4,006
1,168,786
New assets originated or purchased
136,362
25,467
14,712
5
176,546
Assets derecognised or repaid (excluding write offs)
(26,818)
(42,906)
(128,523)
(418)
(198,665)
Net provision movement for assets that did not change classification
(122,160)
(22,793)
2,283
1,555
(141,115)
Movements due to change in classification
(16,487)
(1,681)
296,003
(27)
277,808
Amounts written off
-
-
(56,324)
(1,014)
(57,338)
Other adjustments
(2)
(9)
(399)
(0)
(410)
Impairment allowance as at 31 December 2024
113,799
401,136
706,570
4,107
1,225,612
Non-Retail lending
Stage 1
Stage 2
Stage 3
POCI
Total
Impairment allowance as at 1 st January 2024
277,111
68,501
151,877
23,557
521,046
New assets originated or purchased
172,210
18,040
4,496
-
194,746
Assets derecognised or repaid (excluding write offs)
(115,434)
(13,941)
(27,507)
(203)
(157,086)
Net provision movement for assets that did not change classification
(35,341)
(7,172)
6,949
1,857
(33,707)
Movements due to change in classification
(1,749)
(7,269)
60,281
(1,191)
50,073
Amounts written off
-
-
(790)
(0)
(790)
Other adjustments
106
19
1,048
(3)
1,170
Impairment allowance as at 31 December 2024
296,904
58,178
196,354
24,016
575,452
Total
Stage 1
Stage 2
Stage 3
POCI
Total
Impairment allowance as at 1 st January 2024
420,015
511,559
730,694
27,563
1,689,831
New assets originated or purchased
308,572
43,507
19,208
5
371,292
Assets derecognised or repaid (excluding write offs)
(142,253)
(56,848)
(156,030)
(621)
(355,751)
Net provision movement for assets that did not change classification
(157,501)
(29,965)
9,231
3,412
(174,823)
Movements due to change in classification
(18,235)
(8,950)
356,284
(1,218)
327,881
Amounts written off
-
-
(57,115)
(1,014)
(58,129)
Other adjustments
103
13
651
(2)
765
Impairment allowance as at 31 December 2024
410,700
459,316
902,923
28,124
1,801,065
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
51
10. Financial assets at amortised cost (continued)
10.1. Loans and advances to customers (continued)
Impairment allowance movement (continued)
Bank
Retail lending
Stage 1
Stage 2
Stage 3
POCI
Total
Impairment allowance as at 1 st January 2024
142,207
440,568
572,290
4,005
1,159,070
New assets originated or purchased
136,278
24,664
14,095
6
175,043
Assets derecognised or repaid (excluding write offs)
(26,770)
(42,876)
(127,823)
(418)
(197,887)
Net provision movement for assets that did not change classification
(122,059)
(25,045)
(5,065)
1,555
(150,614)
Movements due to change in classification
(16,043)
(1,641)
295,519
(27)
277,808
Amounts written off
-
-
(56,324)
(1,014)
(57,338)
Other adjustments
(2)
(9)
(1)
(0)
(12)
Impairment allowance as at 31 December 2024
113,611
395,660
692,691
4,107
1,206,070
Non-Retail lending
Stage 1
Stage 2
Stage 3
POCI
Total
Impairment allowance as at 1 st January 2024
276,312
66,110
150,647
23,557
516,625
New assets originated or purchased
171,894
17,803
3,853
-
193,550
Assets derecognised or repaid (excluding write offs)
(115,413)
(13,675)
(27,427)
(203)
(156,718)
Net provision movement for assets that did not change classification
(34,476)
(7,170)
(6,891)
1,857
(46,680)
Movements due to change in classification
(2,194)
(6,448)
59,906
(1,191)
50,073
Amounts written off
-
-
(790)
(0)
(790)
Other adjustments
106
19
651
(3)
773
Impairment allowance as at 31 December 2024
296,228
56,640
179,948
24,016
556,833
Total
Stage 1
Stage 2
Stage 3
POCI
Total
Impairment allowance as at 1 st January 2024
418,518
506,677
722,936
27,562
1,675,694
New assets originated or purchased
308,171
42,466
17,948
6
368,592
Assets derecognised or repaid (excluding write offs)
(142,183)
(56,551)
(155,251)
(621)
(354,605)
Net provision movement for assets that did not change classification
(156,535)
(32,215)
(11,956)
3,412
(197,294)
Movements due to change in classification
(18,237)
(8,089)
355,426
(1,218)
327,882
Amounts written off
-
-
(57,115)
(1,014)
(58,129)
Other adjustments
104
12
652
(3)
764
Impairment allowance as at 31 December 2024
409,838
452,301
872,641
28,123
1,762,902
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
52
10. Financial assets at amortised cost (continued)
10.2. Debt securities
Debt securities measured at amortised cost include bonds classified as being Hold To Collect (HTC) rated
as very good according
to internal rating, municipal
bonds rated as good
and corporate bonds
rated as good
and standard grade for both periods.
.
The debt
securities at
amortised cost
in total
amount of
7,060,670 are
considered Stage
1 and
in total
amount
of 12,922 are considered Stage 2 as at 31 December 2025 (all debt securities at amortised cost are Stage 1
as at 31 December 2024).
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
53
11. Finance lease receivables
The Group acts as
a lessor through
the subsidiary BRD
Sogelease IFN SA,
having in the portfolio
vehicles,
equipment (industrial, agricultural) and real estate leases.
The leases are denominated mainly in EUR
and
RON, with
transfer of
ownership of
the leased
asset at the
end of
the lease term.
The receivables
are secured
by the underlying assets and by other collateral.
Group
31 December 2025
31 December 2024
Gross investment in finance lease:
Under 1 year
964,894
895,858
Between 1 and 2 years
669,938
648,965
Between 2 and 3 years
453,233
430,520
Between 3 and 4 years
232,040
240,327
Between 4 and 5 years
68,320
81,452
Higher than 5 years
2,538
3,445
2,390,963
2,300,567
Unearned finance income
(167,865)
(188,291)
Net investment in finance lease
2,223,098
2,112,276
Net investment in finance lease:
Under 1 year
880,436
805,196
Between 1 and 2 years
619,970
593,074
Between 2 and 3 years
429,098
401,707
Between 3 and 4 years
224,014
229,494
Between 4 and 5 years
67,095
79,475
Higher than 5 years
2,485
3,330
2,223,098
2,112,276
31 December 2025
31 December 2024
Net investment in the lease
2,223,098
2,112,276
Accumulated allowance for uncollectible minimum
lease payments receivable
(79,078)
(88,801)
Total
2,144,020
2,023,475
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
54
11. Finance lease receivables (continued)
Impairment allowance movement
Retail
Stage 1
Stage 2
Stage 3
Total
Impairment allowance as at 1 st January 2025
3,163
5,063
31,906
40,132
New assets originated or purchased
1,840
-
-
1,840
Assets derecognised or fully repaid (excluding write offs)
(353)
(380)
(2,321)
(3,055)
Movements due to change in classification
536
649
3,000
4,184
Net movement for assets that did not change classification
(1,313)
(1,091)
5,549
3,145
Amounts written off
(1)
(6)
(7,783)
(7,790)
Other adjustments
83
91
554
728
Impairment allowance as at 31 December 2025
3,955
4,325
30,904
39,184
Non-retail
Stage 1
Stage 2
Stage 3
Total
Impairment allowance as at 1 st January 2025
4,326
6,396
37,947
48,669
New assets originated or purchased
2,212
-
-
2,212
Assets derecognised or fully repaid (excluding write offs)
(355)
(1,032)
(1,718)
(3,105)
Movements due to change in classification
1,592
(96)
1,123
2,619
Net movement for assets that did not change classification
(2,871)
535
8,003
5,667
Amounts written off
-
(1)
(16,838)
(16,839)
Other adjustments
138
84
449
672
Impairment allowance as at 31 December 2025
5,042
5,887
28,966
39,894
Total
Stage 1
Stage 2
Stage 3
Total
Impairment allowance as at 1 st January 2025
7,489
11,459
69,853
88,801
New assets originated or purchased
4,052
-
-
4,052
Assets derecognised or fully repaid (excluding write offs)
(709)
(1,412)
(4,039)
(6,160)
Movements due to change in classification
2,128
553
4,122
6,803
Net movement for assets that did not change classification
(4,184)
(556)
13,552
8,812
Amounts written off
(1)
(7)
(24,622)
(24,630)
Other adjustments
221
175
1,004
1,400
Impairment allowance as at 31 December 2025
8,996
10,212
59,870
79,078
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
55
11. Finance lease receivables (continued)
Impairment allowance movement (continued)
Retail
Stage 1
Stage 2
Stage 3
Total
Impairment allowance as at 1 st January 2024
2,500
6,945
25,266
34,711
New assets originated or purchased
1,651
2,121
3,125
6,897
Assets derecognised or fully repaid (excluding write offs)
7,165
(2,050)
(2,271)
2,845
Movements due to change in classification
(3,490)
(2,983)
1,063
(5,410)
Net movement for assets that did not change classification
(4,661)
1,049
5,540
1,928
Amounts written off
(1)
(19)
(815)
(835)
Other adjustments
(1)
(0)
(2)
(3)
Impairment allowance as at 31 December 2024
3,163
5,063
31,907
40,133
Non-retail
Stage 1
Stage 2
Stage 3
Total
Impairment allowance as at 1 st January 2024
3,492
11,211
44,358
59,061
New assets originated or purchased
2,292
2,432
3,901
8,625
Assets derecognised or fully repaid (excluding write offs)
4,255
(4,820)
(1,452)
(2,016)
Movements due to change in classification
1,557
(3,055)
811
(688)
Net movement for assets that did not change classification
(7,269)
630
(1,246)
(7,885)
Amounts written off
-
-
(168)
(168)
Other adjustments
(1)
(0)
(8,260)
(8,261)
Impairment allowance as at 31 December 2024
4,326
6,398
37,944
48,668
Total
Stage 1
Stage 2
Stage 3
Total
Impairment allowance as at 1 st January 2024
5,992
18,155
69,624
93,772
New assets originated or purchased
3,943
4,553
7,026
15,522
Assets derecognised or fully repaid (excluding write offs)
11,420
(6,870)
(3,723)
828
Movements due to change in classification
(1,933)
(6,038)
1,874
(6,097)
Net movement for assets that did not change classification
(11,930)
1,679
4,294
(5,957)
Amounts written off
(1)
(19)
(982)
(1,002)
Other adjustments
(2)
(1)
(8,260)
(8,264)
Impairment allowance as at 31 December 2024
7,489
11,461
69,851
88,801
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
56
12. Assets held for sale
.
The category Property,
plant and equipment represents
mainly buildings classified as
held for sale
with a
gross
value
of
1,792
and
a
provision
of
64
as
of
31
December
2025
(gross
value
of
5,563
and
1,298
provision allowance as of 31 December 2024).
In May 2024
were signed the
Business Transfer
Agreement and Purchase
Sale Agreement for
the sale of
investment in associate BRD Societate de Administrare a Fondurilor de Pensii Private SA including Pillar
2 and
3 pension
funds to
a third
party.
BRD–Groupe Société
Générale reclassified
the
investment from
Investments
in
associates into
Assets held
for
sale.
In
April
2025
the
final
approval from
the
Financial
Supervisory
Authority (FSA)
was received,
and the
administration of
Pillar
3 was
transferred to
a third
party.
In November
2025 was
received from
the buyer
the amount
of 14,687
representing the
selling price
for
BRD Societate
de Administrare a
Fondurilor de
Pensii Private SA
and was
registered the removal
of the
participation from the Bank’s records.
13. Investments in subsidiaries
Subsidiaries
31 December 2024
Other decreases
31 December 2025
BRD Sogelease IFN SA
99.98%
11,558
-
11,558
BRD Asset Management SAI SA
99.98%
4,321
-
4,321
BRD Finance SA
49.00%
39,894
39,894
-
55,773
39,894
15,879
Subsidiaries
%
31 December 2023
Other decreases
31 December 2024
BRD Sogelease IFN SA
99.98%
11,558
-
11,558
BRD Asset Management SAI SA
99.98%
4,321
-
4,321
BRD Finance IFN SA
49.00%
53,019
13,125
39,894
68,898
13,125
55,773
For BRD Finance SA subsidiary please see explanatory details
in Note 2 b) Basis for consolidation.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
57
14. Investments in associates and joint ventures
Group
Associates
%
31 December
2024
Increase /
(decrease) in net
assets
31 December 2025
BRD Asigurari de Viata SA
49.00%
40,762
(615)
40,147
Biroul de Credit S.A.
16.38%
4,406
284
4,690
BRD Sogelease Asset Rental SRL
20.00%
2,686
-
2,686
47,854
(331)
47,523
Joint ventures
CIT One SA
33.33%
25,530
(6,807)
18,723
Total associates and joint ventures
73,384
(7,138)
66,246
Group
Associates
%
31 December 2023
Reclassifications in
assets held for sale
Increase /
(decrease) in net
assets
31 December 2024
BRD Asigurari de Viata SA
49.00%
33,099
-
7,663
40,762
BRD Fond de Pensii S.A.
26.95%
6,069
6,737
668
(0)
Biroul de Credit S.A.
16.38%
4,125
-
281
4,406
BRD Sogelease Asset Rental SRL
20.00%
2,569
-
117
2,686
45,862
6,737
8,729
47,854
Joint ventures
CIT One SA
33.33%
19,021
-
6,509
25,530
Total associates and joint ventures
64,883
6,737
15,238
73,384
Bank
Associates
%
31 December 2024
31 December 2025
BRD Asigurari de Viata SA
49.00%
17,697
17,697
Biroul de Credit S.A.
16.38%
730
730
18,427
18,427
Joint ventures
CIT One SA
33.33%
11,900
11,900
Total associates and joint ventures
30,327
30,327
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
58
14. Investments in associates and joint ventures (continued)
Bank
Associates
%
31 December 2023
Reclassifications in
assets held for sale
31 December 2024
BRD Asigurari de Viata SA
49.00%
17,697
-
17,697
BRD Fond de Pensii S.A.
26.95%
4,647
4,647
-
Biroul de Credit S.A.
16.38%
730
-
730
23,073
4,647
18,427
Joint ventures
CIT One SA
33.33%
11,900
-
11,900
Total associates and joint ventures
34,973
4,647
30,327
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
59
15. Property, plant and equipment
Group
Land & Buildings
Office equipments
Materials and other
assets
Construction in
progress
Right of use
Total PPE
Investment
properties
Cost:
as of 31 December 2023
1,303,958
304,370
470,151
88,954
462,368
2,629,801
35,506
Additions
-
648
4
147,890
77,838
226,380
-
Transfers
48,392
37,152
39,777
(121,930)
-
3,391
(3,470)
Transfers into/from inventory
(756)
-
-
-
-
(756)
(15)
Disposals and other movements
(85,965)
(42,399)
(45,995)
(6,485)
(43,738)
(224,582)
(14,225)
as of 31 December 2024
1,265,629
299,771
463,937
108,429
496,468
2,634,234
17,796
Additions
-
207
-
85,011
44,424
129,642
-
Transfers
27,960
55,464
31,289
(113,425)
-
1,288
(1,288)
Disposals and other movements
(95,218)
(8,747)
(53,715)
(797)
(28,345)
(186,822)
(6,501)
as of 31 December 2025
1,198,371
346,695
441,511
79,218
512,547
2,578,342
10,007
Depreciation and impairment:
as of 31 December 2023
(819,970)
(231,016)
(339,853)
-
(165,066)
(1,555,905)
(20,970)
Depreciation
(38,944)
(35,275)
(34,801)
-
(77,347)
(186,367)
(442)
Impairment
19,071
-
(65)
-
-
19,006
142
Disposals and other movements
51,261
42,402
43,217
-
63,714
200,594
11,788
Transfers
(1,782)
(5)
5
-
-
(1,782)
1,782
as of 31 December 2024
(790,364)
(223,894)
(331,497)
-
(178,699)
(1,524,454)
(7,700)
Depreciation
(39,061)
(36,425)
(34,954)
-
(74,180)
(184,620)
(181)
Impairment
5,664
-
(666)
-
-
4,998
794
Disposals and other movements
65,708
8,585
51,315
-
59,272
184,880
3,755
Transfers
1,634
-
(213)
-
-
1,421
(1,421)
as of 31 December 2025
(756,419)
(251,734)
(316,015)
-
(193,607)
(1,517,775)
(4,753)
Net book value:
as of 31 December 2023
483,988
73,354
130,298
88,954
297,302
1,073,896
14,536
as of 31 December 2024
475,265
75,877
132,440
108,429
317,769
1,109,780
10,096
as of 31 December 2025
441,952
94,961
125,496
79,218
318,940
1,060,567
5,254
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
60
15. Property, plant and equipment (continued)
Bank
Land & Buildings
Office equipments
Materials and other
assets
Construction in
progress
Right of use
Total PPE
Investment
properties
Cost:
as of 31 December 2023
1,293,959
295,740
469,889
88,953
438,648
2,587,189
35,505
Additions
-
-
-
147,890
77,052
224,942
-
Transfers
48,392
37,152
39,777
(121,930)
-
3,391
(3,470)
Transfers into/from inventory
(756)
-
-
-
-
(756)
(15)
Disposals and other movements
(85,965)
(38,275)
(45,911)
(6,485)
(31,233)
(207,869)
(14,225)
as of 31 December 2024
1,255,630
294,617
463,755
108,428
484,467
2,606,897
17,795
Additions
-
-
-
84,597
43,898
128,495
-
Transfers
27,960
55,464
31,289
(113,425)
-
1,288
(1,287)
Disposals and other movements
(95,220)
(4,492)
(53,701)
(797)
(22,040)
(176,250)
(6,503)
as of 31 December 2025
1,188,370
345,589
441,343
78,803
506,325
2,560,430
10,005
Depreciation and impairment:
as of 31 December 2023
(814,123)
(222,977)
(339,653)
-
(159,198)
(1,535,951)
(20,969)
Depreciation
(38,712)
(34,728)
(34,786)
-
(75,087)
(183,313)
(441)
Impairment
19,071
-
(65)
-
-
19,006
142
Disposals and other movements
51,261
38,271
43,134
-
62,708
195,374
11,787
Transfers
(1,782)
(5)
5
-
-
(1,782)
1,782
as of 31 December 2024
(784,285)
(219,439)
(331,365)
-
(171,577)
(1,506,666)
(7,699)
Depreciation
(38,837)
(36,131)
(34,944)
-
(72,804)
(182,716)
(181)
Impairment
5,664
-
(666)
-
-
4,998
794
Disposals and other movements
65,706
4,492
51,306
-
53,857
175,361
3,756
Transfers
1,634
-
(213)
-
-
1,421
(1,421)
as of 31 December 2025
(750,118)
(251,078)
(315,882)
-
(190,524)
(1,507,602)
(4,751)
Net book value:
as of 31 December 2023
479,836
72,763
130,236
88,953
279,450
1,051,238
14,536
as of 31 December 2024
471,345
75,178
132,390
108,428
312,890
1,100,231
10,096
as of 31 December 2025
438,252
94,511
125,461
78,803
315,801
1,052,828
5,254
The Group and Bank holds investment property as
a consequence of the ongoing rationalization of its Retail branch
network. Investment properties comprise
several commercial properties
that are leased
to third parties.
The investment properties
have a fair
value of 3,124
as of 31 December
2025 (31 December
2024:
9,721). The fair
value has been
determined based on
a valuation issued
by an independent
valuer in 2026.
Rental income from
investment property
is in amount
of 469 (2024: 1,520).
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
61
15. Property, plant and equipment (continued)
Group
Right-of-use assets
Land & Buildings
IT
Office equipments
Cars and other assets
Total
as of 1st January 2025
293,770
13,146
10,853
317,769
Additions
30,820
52
13,552
44,424
Depreciation expense
(63,946)
(4,570)
(5,664)
(74,180)
Disposals and other decreases
(11,804)
-
(57)
(11,861)
Contractual changes
42,788
-
-
42,788
as of 31 December 2025
291,628
8,628
18,684
318,940
Lease liabilities
as of 1st January 2025
329,306
Additions
44,424
Disposals and other decreases
(9,209)
Other movements (FX, other contractual changes)
46,224
Interest expense
7,876
Payments
(80,724)
as of 31 December 2025
337,897
Bank
Right-of-use assets
Land & Buildings
IT
Office equipments
Cars and other assets
Total
as of 1st January 2025
291,348
11,613
9,929
312,890
Additions
30,729
52
13,118
43,899
Depreciation expense
(63,506)
(4,570)
(4,728)
(72,804)
Disposals and other decreases
(10,972)
-
-
(10,972)
Contractual changes
42,788
-
-
42,788
as of 31 December 2025
290,387
7,095
18,319
315,801
Lease liabilities
as of 1st January 2025
324,196
Additions
43,899
Disposals and other decreases
(8,568)
Other movements (FX, other contractual changes)
46,857
Interest expense
7,743
Payments
(79,622)
as of 31 December 2025
334,505
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
62
15. Property, plant and equipment (continued)
Group
Right-of-use assets
Land & Buildings
IT
Office equipments
Cars and other assets
Total
as of 1st January 2024
275,244
10,817
11,241
297,302
Additions
65,889
5,968
5,981
77,838
Depreciation expense
(67,132)
(3,639)
(6,576)
(77,347)
Disposals and other decreases
(17,225)
-
(120)
(17,345)
Contractual changes
36,994
-
327
37,321
as of 31 December 2024
293,770
13,146
10,853
317,769
Lease liabilities
as of 1st January 2024
308,752
Additions
77,838
Disposals and other decreases
(29,939)
Other movements (FX, other contractual changes)
49,789
Interest expense
7,910
Payments
(85,044)
as of 31 December 2024
329,306
Bank
Right-of-use assets
Land & Buildings
IT
Office equipments
Cars and other assets
Total
as of 1st January 2024
259,990
9,284
10,176
279,450
Additions
65,817
5,968
5,267
77,052
Depreciation expense
(65,934)
(3,639)
(5,514)
(75,087)
Disposals and other decreases
(5,519)
-
-
(5,519)
Contractual changes
36,994
-
-
36,994
as of 31 December 2024
291,348
11,613
9,929
312,890
Lease liabilities
as of 1st January 2024
290,502
Additions
77,052
Disposals and other decreases
(17,503)
Other movements (FX, other contractual changes)
49,481
Interest expense
7,744
Payments
(83,080)
as of 31 December 2024
324,196
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
63
16. Intangible assets
The balance
of the
intangible assets
as of
31 December
2025 and
31 December
2024 represents
mainly
purchased not internally developed software,
intangibles in progress and capitalization
of internal IT effort
on projects.
Group
Bank
Cost:
as of 31 December 2023
1,082,589
1,057,002
Additions
194,658
191,803
Disposals
(6,365)
(785)
Transfers
74
74
as of 31 December 2024
1,270,956
1,248,094
Additions
188,742
186,523
Disposals
(20,658)
(15,857)
as of 31 December 2025
1,439,040
1,418,760
Amortization:
as of 31 December 2023
(576,631)
(552,781)
Amortization expense
(88,715)
(87,532)
Disposals
5,132
239
as of 31 December 2024
(660,214)
(640,074)
Amortization expense
(108,722)
(107,911)
Disposals
20,348
15,857
as of 31 December 2025
(748,588)
(732,128)
Net book value:
as of 31 December 2023
505,958
504,221
as of 31 December 2024
610,742
608,020
as of 31 December 2025
690,452
686,632
17. Other financial assets
Group
Bank
31 December
2025
31 December
2024
31 December
2025
31 December
2024
Sundry receivables
72,992
117,408
44,185
82,169
Commissions
134,563
146,081
136,422
148,687
Guarantee deposits paid
84,590
130,896
84,590
130,883
Intrabank settlements
26,697
4,775
26,697
4,775
Dividends
-
2
-
2
Total other financial assets gross
318,841
399,163
291,894
366,516
Sundry receivables
(28,249)
(35,749)
(18,740)
(19,796)
Commissions
(95,503)
(107,221)
(95,503)
(107,221)
ECL allowance
(123,752)
(142,970)
(114,243)
(127,017)
Total other financial assets net
195,089
256,193
177,650
239,499
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
64
17. Other financial assets (continued)
The movement in impairment allowance for total other financial assets is presented
below:
Group
Sundry receivables
Total (Simplified model)
Impairment allowance as at January 1, 2025
142,970
Additional provisions
57,870
Reversals of provisions
(14,772)
Receivables written off
(62,697)
Foreign exchange differences
382
Impairment allowance as at December 31, 2025
123,752
Total (Simplified model)
Impairment allowance as at 1 st January 2024
92,192
Additional provisions
72,371
Reversals of provisions
(15,524)
Receivables written off
(6,031)
Foreign exchange differences
(38)
Impairment allowance as at 31 December 2024
142,970
Bank
Sundry receivables
Total (Simplified model)
Impairment allowance as at January 1, 2025
127,017
Additional provisions
56,022
Reversals of provisions
(14,102)
Receivables written off
(55,075)
Foreign exchange differences
382
Impairment allowance as at December 31, 2025
114,243
Total (Simplified model)
Impairment allowance as at 1 st January 2024
78,030
Additional provisions
67,090
Reversals of provisions
(12,275)
Receivables written off
(5,940)
Foreign exchange differences
112
Impairment allowance as at 31 December 2024
127,017
18. Other non-financial assets
Group
Bank
31 December
2025
31 December
2024
31 December
2025
31 December
2024
Advances to suppliers
24,086
91,606
-
-
Prepaid expenses
126,579
92,249
125,957
91,427
Repossessed assets
12,399
9,288
924
924
Other assets
16,753
7,653
1,505
3,969
Total non-financial assets
179,816
200,796
128,386
96,320
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
65
19. Due to banks
Group
Bank
31 December 2025
31 December 2024
31 December 2025
31 December 2024
Demand deposits
283,475
587,996
283,475
587,996
Repo
930,894
560,720
930,894
560,720
Term deposits
24,943
328,577
24,943
328,577
Due to banks
1,239,312
1,477,293
1,239,312
1,477,293
20. Due to customers
Group
Bank
31 December 2025
31 December 2024
31 December 2025
31 December 2024
Demand deposits and current accounts
42,209,769
40,441,761
42,363,299
40,535,516
Term deposits
32,835,360
27,493,381
33,141,340
27,679,971
Due to customers
75,045,129
67,935,142
75,504,639
68,215,487
The category “Demand deposits and current accounts” includes
the following elements:
.
21. Borrowed funds
Group
Bank
31 December 2025
31 December 2024
31 December 2025
31 December 2024
Borrowings from related parties
6,767,320
6,083,648
4,849,101
4,233,818
Borrowings from international financial
institutions
674,234
471,267
65
287
Total
7,441,554
6,554,915
4,849,166
4,234,105
Borrowings from related parties include
as of 31 December
2025 at Bank level, five
senior non-preferred
loans from Société Générale in amount of:
•
450
million
EUR
representing
2,294,325
RON
equivalent,
with
an
interest
rate
of
EURIBOR
3MD+1.11%
and an initial term of three years (received in December 2025)
•
100
million
EUR
representing
509,850
RON
equivalent,
with
an
interest
rate
of
EURIBOR
3MD+1.11%
and an initial term of three years (received in December 2025)
•
150 million EUR representing 764,775 RON
equivalent, with a fixed interest
rate of 4.79% and an
initial term of six years (received in June 2024)
•
100 million EUR representing 509,850 RON
equivalent, with a fixed interest
rate of 4.68% and an
initial term of seven years (received in December 2023)
•
150 million EUR representing 764,775 RON
equivalent, with a fixed interest
rate of 4.78% and an
initial term of eight years (received in December 2023).
Other
funds
borrowed
from
related
parties
(Société
Générale)
at
Group
level
are
in
total
amount
of
1,918,219 as of 31
December 2025 (1,849,830
as of 31 December
2024) and are senior
unsecured and used
in the normal course of business.
Borrowings from international financial institutions are taken by BRD Sogelease IFN SA subsidiary from
European Investment Bank.
The Group and Bank do not have loan covenants attached to these borrowings.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
66
21. Borrowed funds (continued)
The movements in borrowed funds are as follows:
.
22. Subordinated debts
Two subordinated debts were received from Société Générale in amount of:
•
150
million
EUR
representing
764,775
RON
equivalent,
with
an
interest
rate
of
EURIBOR
3M+4.31% and an initial term of ten years (received in June 2022)
•
100
million
EUR
representing
509,850
RON
equivalent,
with
an
interest
rate
of
EURIBOR
3M+1.98% and an initial term of ten years (received in December
2021).
The movements in subordinated debts are as follows:
.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
67
23. Provisions
The line Provisions
includes provisions
for financial
guarantee and
loan commitments
and other
provisions.
23.1
Financial guarantees and loan commitments provisions movement
Group
Retail lending
Stage 1
Stage 2
Stage 3
Total
Provision as at 1 st January 2025
4,987
3,425
5,151
13,563
New commitments originated or purchased
9,536
2,717
920
13,173
Commitments derecognised or transferred into assets
(1,460)
(977)
(718)
(3,155)
Net provision movement not resulting from changes
in classification
(5,034)
(1,724)
(493)
(7,251)
Net movements due to change in classification
(694)
2,020
1,679
3,005
Provision as at 31 December 2025
7,337
5,461
6,541
19,339
Non-Retail
Stage 1
Stage 2
Stage 3
Total
Provision as at 1 st January 2025
146,575
21,828
102,752
271,155
New commitments originated or purchased
172,019
15,958
627
188,604
Commitments derecognised or transferred into assets
(66,279)
(8,074)
(10,534)
(84,887)
Net provision movement not resulting from changes in
classification
(83,312)
(6,710)
(21,028)
(111,050)
Net movements due to change in classification
1,068
(1,182)
1,640
1,526
Other adjustments
1,093
49
38
1,180
Provision as at 31 December 2025
171,164
21,869
73,495
266,528
Total
Stage 1
Stage 2
Stage 3
Total
Provision as at 1 st January 2025
151,562
25,253
107,904
284,718
New commitments originated or purchased
181,555
18,675
1,547
201,777
Commitments derecognised or transferred into assets
(67,739)
(9,051)
(11,252)
(88,042)
Net provision movement not resulting from changes in
classification
(88,346)
(8,434)
(21,521)
(118,301)
Net movements due to change in classification
374
838
3,319
4,531
Other adjustments
1,095
49
40
1,184
Provision as at 31 December 2025
178,501
27,330
80,037
285,867
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
68
23. Provisions (continued)
23.1 Financial guarantees and loan commitments provisions movement (continued)
Bank
Retail lending
Stage 1
Stage 2
Stage 3
Total
Provision as at 1 st January 2025
4,931
3,349
5,124
13,404
New commitments originated or purchased
9,501
2,717
920
13,138
Commitments derecognised or transferred into assets
(1,406)
(899)
(718)
(3,023)
Net provision movement not resulting from changes in
classification
(5,034)
(1,724)
(493)
(7,251)
Net movements due to change in classification
(692)
2,020
1,678
3,006
Provision as at 31 December 2025
7,301
5,463
6,513
19,277
Non-Retail
Stage 1
Stage 2
Stage 3
Total
Provision as at 1 st January 2025
146,453
21,686
102,195
270,334
New commitments originated or purchased
171,857
15,958
627
188,442
Commitments derecognised or transferred into assets
(66,160)
(7,929)
(9,952)
(84,041)
Net provision movement not resulting from changes in
classification
(83,288)
(6,710)
(21,028)
(111,026)
Net movements due to change in classification
1,068
(1,212)
1,640
1,496
Other adjustments
1,069
49
38
1,156
Provision as at 31 December 2025
170,999
21,842
73,520
266,361
Total
Stage 1
Stage 2
Stage 3
Total
Provision as at 1 st January 2025
151,386
25,035
107,319
283,740
New commitments originated or purchased
181,358
18,675
1,547
201,580
Commitments derecognised or transferred into assets
(67,566)
(8,828)
(10,670)
(87,064)
Net provision movement not resulting from changes in
classification
(88,322)
(8,434)
(21,521)
(118,277)
Net movements due to change in classification
376
808
3,318
4,502
Other adjustments
1,070
49
40
1,159
Provision as at 31 December 2025
178,302
27,305
80,033
285,640
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
69
23. Provisions (continued)
23.1 Financial guarantees and loan commitments provisions movement (continued)
Group
Retail lending
Stage 1
Stage 2
Stage 3
Total
Provision as at 1 st January 2024
5,580
3,145
4,055
12,780
New commitments originated or purchased
10,186
2,309
710
13,205
Commitments derecognised or transferred into assets
(919)
(899)
(1,037)
(2,855)
Net provision movement not resulting from changes in
classification
(9,109)
(718)
(554)
(10,381)
Net movements due to change in classification
(750)
(412)
1,977
815
Provision as at 31 December 2024
4,988
3,425
5,151
13,564
Non-Retail
Stage 1
Stage 2
Stage 3
Total
Provision as at 1 st January 2024
148,815
19,353
119,277
287,445
New commitments originated or purchased
143,943
20,782
1,990
166,715
Commitments derecognised or transferred into assets
(49,337)
(8,943)
(35,911)
(94,191)
Net provision movement not resulting from changes
in classification
(101,356)
(4,031)
(11,131)
(116,518)
Net movements due to change in classification
4,390
(5,335)
20,176
19,231
Other adjustments
120
2
8,351
8,473
Provision as at 31 December 2024
146,575
21,828
102,752
271,155
Total
Stage 1
Stage 2
Stage 3
Total
Provision as at 1 st January 2024
154,394
22,498
123,333
300,225
New commitments originated or purchased
154,129
23,091
2,700
179,920
Commitments derecognised or transferred into assets
(50,256)
(9,842)
(36,948)
(97,046)
Net provision movement not resulting from changes in
classification
(110,465)
(4,749)
(11,685)
(126,899)
Net movements due to change in classification
3,640
(5,747)
22,153
20,046
Other adjustments
120
2
8,351
8,473
Provision as at 31 December 2024
151,562
25,253
107,904
284,719
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
70
23. Provisions (continued)
23.1 Financial guarantees and loan commitments provisions movement (continued)
Bank
Retail lending
Stage 1
Stage 2
Stage 3
Total
Provision as at 1 st January 2024
5,527
3,074
4,029
12,630
New commitments originated or purchased
10,132
2,232
710
13,074
Commitments derecognised or transferred into assets
(867)
(827)
(1,037)
(2,731)
Net provision movement not resulting from changes in
classification
(9,109)
(718)
(554)
(10,381)
Net movements due to change in classification
(751)
(412)
1,976
813
Provision as at 31 December 2024
4,932
3,349
5,124
13,405
Non-Retail
Stage 1
Stage 2
Stage 3
Total
Provision as at 1 st January 2024
148,648
19,196
127,535
295,379
New commitments originated or purchased
143,824
20,637
1,408
165,869
Commitments derecognised or transferred into assets
(49,171)
(8,785)
(35,911)
(93,867)
Net provision movement not resulting from changes
in classification
(101,356)
(4,031)
(11,105)
(116,492)
Net movements due to change in classification
4,390
(5,335)
20,176
19,231
Other adjustments
118
4
92
214
Provision as at 31 December 2024
146,453
21,686
102,195
270,334
Total
Stage 1
Stage 2
Stage 3
Total
Provision as at 1 st January 2024
154,176
22,270
131,564
308,010
New commitments originated or purchased
153,956
22,869
2,118
178,943
Commitments derecognised or transferred into assets
(50,038)
(9,612)
(36,948)
(96,598)
Net provision movement not resulting from changes in
classification
(110,465)
(4,749)
(11,659)
(126,873)
Net movements due to change in classification
3,639
(5,747)
22,152
20,044
Other adjustments
118
4
92
214
Provision as at 31 December 2024
151,386
25,035
107,319
283,740
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
71
23. Provisions (continued)
23.2 Other provisions
The Group and Bank
include in the
line “Provisions for
litigation” mainly the provision
for abusive clauses
detailed below, in the line “Provisions for risks related
to banking activity” mainly the collective
provision
related to future potential
litigations detailed below. In the
line “Other provisions
for risks and charges”
are
mainly
the
collective
provision
related
to
future
possible
outflow
of
resources
regarding
salary
compensations.
The uncertainty
regarding the
timing of
the
payment for
the
amounts in
dispute is
mostly related
to the
extent of the litigation considering the practice of the Romanian courts.
The Bank has
applied the individual
assesment (case
by case) for
the abusive
clause litigations
to determine
the provision amount.
The amount of
the provision is
reviewed periodically by the
Bank based on the
new court resolutions for
litigations with clients for contracts which contain allegedly abusive
clauses.
As of 31 December
2025, the Bank has
recorded provisions for
abusive clause litigations which
are subject
to an individual litigation assesment in total amount of 9,341 (31 December
2024: 9,531).
Based on
historical experience, the
Bank is
facing litigations
related to
allegedly abusive
clauses in
loan
contracts signed before
2010, specifically concerning credit
file analysis fee,
management/administration
fee
and
variable
interest
rates
reset
internally
by
the
Bank.
Therefore
according
to
IAS
37
Provisions,
Contingent Liabilities
and Contingent Assets
(para 24&39), the
Bank
booked a collective
provision related
to future potential
litigations in amount
of 11,000.
This collective provision
is booked additionally
to the
ones
already
booked
for
open
litigations
(on
a
case
by
case
basis
assessed
considering
their
probable
negative outcome).
The movements in provisions are as follows:
Group
TOTAL
Carrying value as of
December 31, 2023
47,840
Additional expenses
27,462
Reversals of provisions
(18,173)
Usage
(7,214)
Carrying value as of
December 31, 2024
49,915
Additional expenses
48,584
Reversals of provisions
(5,608)
Usage
(36,835)
Carrying value as of December 31, 2025
56,056
Bank
TOTAL
Carrying value as of
December 31, 2023
25,801
Additional expenses
26,276
Reversals of provisions
(1,403)
Usage
(7,214)
Carrying value as of
December 31, 2024
43,460
Additional expenses
46,636
Reversals of provisions
(2,355)
Usage
(36,836)
Carrying value as of December 31, 2025
50,905
The usage of Other provisions is mainly related to litigation and salary
compensation.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
72
24. Other financial liabilities
Group
Bank
31 December
2025
31 December
2024
31 December
2025
31 December
2024
Sundry creditors
396,918
297,765
351,010
260,761
Creditors - lease liabilities
337,897
329,305
334,505
324,196
Total financial liabilities
734,815
627,070
685,515
584,957
The
sundry
creditors
position
includes
also
guarantee
deposits
received
in
amount
of
6,585
as
at
31
December 2025 (33,505 as at 31 December 2024) for Group and Bank.
25. Other non-financial liabilities
Group
Bank
31 December
2025
31 December
2024
31 December
2025
31 December
2024
Other payables to State budget
143,738
110,249
143,174
109,591
Deferred income
78,607
52,269
78,607
52,269
Payables to employees
176,932
163,981
167,017
150,882
Total non-financial liabilities
399,277
326,499
388,798
312,742
The line “Other payables to State budget” includes the tax on turnover to be paid as of 31 December 2025
in amount of 69,388.
Payables to employees include, among other,
gross bonuses, amounting 129,336 as of 31
December 2025
(31 December 2024:
113,739) and
post-employment benefits amounting 27,045
as of 31
December 2025
(31 December 2024: 26,355).
Post-employment benefit plan
The Group/Bank has a defined benefit plan under which
the amount of benefit that an employee is entitled
to
receive
on
retirement
depends
on
years
of
service
and
salary.
The
plan
covers
substantially
all
the
employees and the
benefits are unfunded.
A full actuarial
valuation by a
qualified independent actuary is
carried out annually. During 2025, the movements in defined benefit
obligation is generated by the service
cost and benefits paid, resulting in a
change of obligation carrying value 27,045 as
of 31 December 2025,
from 26,355 as of 31 December 2024.
Movement in defined benefits obligations
Movement in defined benefits obligations
31 December 2025
31 December 2024
Opening defined benefit obligation
26,355
29,389
Total service cost
3,389
3,565
Benefits paid
(1,800)
(1,052)
Interest cost on benefit obligation
1,608
1,997
Past service cost
(2,264)
(4,688)
Actuarial (gains) / losses arising from changes in demographic assumptions
-
(177)
Actuarial (gains) / losses arising from changes in financial assumptions
(243)
(2,679)
Closing defined benefit obligation
27,045
26,355
Main actuarial assumptions
31 December 2025
31 December 2024
Discount rate
6.96%
6.85%
Average remaining working period (years)
11.2
10.5
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
73
25. Other non-financial liabilities (continued)
Sensitivities on the defined benefit obligation
The results of any valuation depend upon
the assumptions employed. Significant actuarial
assumptions for
the determination of the defined obligation are discount rate and expected
salary increase.
The
sensitivity
analyses
below
have
been
determined
based
on
reasonably
possible
changes
of
the
respective assumptions
occurring at
the end
of the
reporting period,
while holding
all other
assumptions
constant.
●
If the discount rate used were 0.5%
higher, then the defined benefit
obligation would be lower by
about 4% meaning 25,963.
●
If the discount rate used were 0.5%
lower, then the defined benefit
obligation would be higher by
about 4.2% meaning 28,181.
●
If
the
salary increase
rate used
were 0.5%
higher,
then
the
defined
benefit
obligation
would be
higher by about 4.8% meaning 28,343.
The
sensitivity
analysis
presented
above
may
not
be
representative
of
the
actual
change
in
the
defined
benefit obligation as it
is unlikely that the
change in assumptions would
occur in isolation of
one another
as some
of the
assumptions may be
correlated. Furthermore, in
presenting the
above sensitivity analysis,
the present
value of
the defined
benefit obligation
has been
calculated using
the projected
unit credit
method
at
the
end
of
the
reporting
period,
which
is
the
same
as
that
applied
in
calculating
the
defined
benefit
obligation liability
recognized in
the
statement of
financial position.
The eventual
cost of
providing the
benefits
depends
on
the
current future
experience.
Other factors
such
as
the
number
of
new
employees
could also change the cost.
26. Share capital and other reserves
26.1. Share capital
The
nominal
share
capital,
as
registered
with
the
Registry
of
Commerce
is
696,901
(2024:
696,901).
Included in the share
capital there is an amount
of 1,818,721 (2024: 1,818,721)
representing hyperinflation
restatement surplus.
Share capital
as
of 31
December 2025
represents 696,901,518
(2024: 696,901,518)
authorized
common
shares, issued
and
fully
paid.
The nominal
value
of
each
share
is
1
RON
(2024:
1
RON). During 2025 and 2024, the Bank did not buy back any of its own
shares.
The shares of the
Bank are not divisible.
The right of
property over the
shares is transmitted pursuant
to the
provisions regarding the transfer of securities of the companies admitted to trading on
a regulated market.
Any share entitles to one vote in
the General Meeting of the Shareholders. The Bank may acquire
its own
shares only with the
consent of the Extraordinary
General Meeting of
the Shareholders, in
compliance with
the law.
26.2. Other reserves
Other reserve of the Bank is mainly represented by the following 3 reserves:
The legal reserves is constituted by the transfer in a reserve fund of 5%
of the net profit of the Bank up to
minimum 20% of the Bank’s share capital. As of 31 December 2025 the legal reserve was in amount
of
244,157 (31 December 2024: 244,157).
The reserve representing the fund for the general banking risks was allocated
from the pre-tax accounting
profit of the Bank and calculated as 1% of the banking risk assets. As of
31 December 2025 the general
banking risk reserve was in amount of 170,762 (31 December 2024: 170,762).
The general reserve for credit risk was allocated from the pre-tax
accounting profit of the Bank until it
reached the level 2% from the balance of the loans granted. As of 31 December
2025 the general reserve
for credit risk was in amount of 98,596 (31 December 2024: 98,596).
Other reserves besides those presented
above, in amount of 36,124 as
of 31 December 2025 (31 December
2024: 36,124), are represented mainly by benefits granted in the form of
equity instruments.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
74
26. Share capital and other reserves (continued)
26.3. Dividends
Dividends are deducted from equity and recognized as a liability
in the period in which they are declared.
In accordance
with the
legislation, the
Bank distributes
profits as
dividends or
transfers them
to retained
earnings on
the basis
of financial
statements prepared in
accordance with
IFRS. The dividends
approved
and paid in 2025 were in total amount of
737,392 (in 2024 the total amount of dividends approved for the
year was of
817,117 but
during the year
were paid the
dividends for both
2024 and 2023
in total amount
of: 1,440,302 ).
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
75
27. Taxation
Current income
tax is
calculated based
on the
taxable income
as per
the tax
statement derived
from the
stand-alone accounts
of
each
consolidated entity.
As of
31 December
2025 the
Group
has a
current tax
liability in total
amount of 11,885
(31 December 2024:
3,221) and a
current tax asset
in amount of
0 (31
December 2024:
25,119) and
at Bank
level a
current tax liability
in total
amount of
7,350 (31
December
2024: 0) and current tax asset in amount of 0 (31 December 2024: 24,251).
The deferred tax asset is reconciled as follows:
Group
31 December 2025
Temporary
differences Asset /
(Liability)
Consolidated
Statement of
Financial Position
Asset / (Liability)
Consolidated Income
Statement (Expense)
/ Income
Consolidated OCI
(Expense) / Income
Elements generating deferred tax
Defined benefit obligation
67,841
(10,854)
-
(38)
Financial assets at fair value through other
comprehensive income
(1,091,727)
174,676
-
(69,734)
Tangible and intangible assets
157,223
(25,156)
(13,126)
-
Provisions and other liabilities
(574,655)
91,945
5,585
-
Taxable items
(1,441,319)
Deferred tax
230,611
(7,541)
(69,773)
Bank
31 December 2025
Temporary
differences Asset /
(Liability)
Individual Statement
of Financial Position
Asset / (Liability)
Individual Income
Statement (Expense)
/ Income
Consolidated OCI
(Expense) / Income
Elements generating deferred tax
Defined benefit obligation
67,841
(10,854)
-
(38)
Financial assets at fair value through other
comprehensive income
(1,091,727)
174,675
-
(69,735)
Tangible and intangible assets
157,223
(25,156)
(13,126)
-
Provisions and other liabilities
(562,352)
89,977
5,536
-
Taxable items
(1,429,015)
Deferred tax
228,642
(7,590)
(69,773)
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
76
27. Taxation (continued)
Group
31 December 2024
Temporary
differences Asset /
(Liability)
Consolidated
Statement of
Financial Position
Asset / (Liability)
Consolidated
Income Statement
(Expense) / Income
Consolidated OCI
(Expense) / Income
Elements generating deferred tax
Defined benefit obligation
67,598
(10,815)
-
(457)
Financial assets at fair value through other
comprehensive income
(1,527,564)
244,410
-
18,808
Tangible and intangible assets
75,185
(12,030)
(11,023)
-
Provisions and other liabilities
(539,752)
86,360
(8,492)
-
Taxable items
(1,924,533)
Deferred tax
307,925
(19,515)
18,351
Bank
31 December 2024
Temporary
differences Asset
/ (Liability)
Individual
Statement of
Financial
Position Asset /
(Liability)
Individual Income
Statement (Expense)
/ Income
Consolidated OCI
(Expense) / Income
Elements generating deferred tax
Defined benefit obligation
67,598
(10,816)
-
(457)
Financial assets at fair value through other
comprehensive income
(1,527,564)
244,409
-
18,808
Tangible and intangible assets
75,185
(12,030)
(11,008)
-
Provisions and other liabilities
(527,752)
84,442
(4,490)
-
Taxable items
(1,912,533)
Deferred tax
306,005
(15,498)
18,351
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
77
27. Taxation (continued)
Movement in deferred tax is as follows:
Reconciliation of total tax charge
Group
Bank
2025
2024
2025
2024
Profit before income tax
1,901,266
1,863,357
1,839,407
1,802,400
Income tax (16%)
304,203
298,137
294,305
288,384
Fiscal credit and other adjustments
(4,312)
(1,365)
(2,258)
(1,382)
Non-deductible elements
69,915
60,432
61,599
49,872
Non-taxable elements
(14,244)
(17,623)
(12,896)
(9,297)
Expense from income tax at effective tax rate
355,562
339,581
340,750
327,577
Effective tax rate
18.7%
18.2%
18.5%
18.2%
Recognition of deferred tax asset is based on the management’s profit forecasts, which indicates that it is
probable that future taxable profits will be available against which
the deferred tax assets can be utilized.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
78
27. Taxation (continued)
At the Bank level, as of
31 December 2025, permanent
non-deductible elements include mainly
the impact
of provisions for overdue
commissions 8,956 (31 December
2024: 10,690), debt sales
and other operations
with
limited deductibility
in amount
of 12,376
(31
December 2024:
9,197) and
tax
on turnover
with an
impact
of
32,433
(31
December
2024:
20,588);
permanent
non-taxable
elements
are
mainly
a
result
of
releases for
provisions for
overdue commissions
in amount
of 2,034
(31 December
2024: 1,535),
provisions
for risks and charges/litigations
1,465 (31 December
2024: 551) and
dividends in total
amount of 4,917
(31
December 2024: 3,484).
For 2025 and 2024, the Bank
has applied the effective tax
rate (ETR) simplified calcution Safe Harbours.
Based on this computation, the effective tax rate was above the minimum threshold of 15%. Therefore, no
provision was booked in 2025 and 2024 regarding Pillar 2 tax.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
79
28. Interest and similar income
Group
Bank
Revised
Revised
2025
2024
2025
2024
Interest income calculated using the effective interest
method
4,814,630
4,630,922
4,793,118
4,589,143
Interest on loans
3,758,968
3,459,164
3,737,456
3,417,583
Interest on deposit with banks
111,518
213,725
111,518
213,527
Interest on debt instruments
769,294
788,396
769,294
788,396
Interest on reverse repo
174,850
169,637
174,850
169,637
Other similar income
146,165
150,893
-
358
Interest on finance lease
146,165
150,535
-
-
Interest income from hedging instruments
-
358
-
358
Total interest and similar income
4,960,795
4,781,815
4,793,118
4,589,501
The Bank
performed an improvement
to presentation and
corresponding comparatives have
been revised
accordingly.
The interest income
for Stage 3
loans includes the
accrued interest calculated
on net loan
exposure (after
impairment allowance) in
amount of 75,083
for Group (2024:
57,434) and 75,083
for Bank (2024:
57,434).
29. Interest and similar expense
Group
Bank
Revised
Revised
2025
2024
2025
2024
Interest expense
1,805,281
1,777,048
1,738,359
1,697,933
Interest on term deposits
1,073,686
1,053,640
1,073,686
1,057,330
Interest on demand deposits
319,320
288,068
330,380
293,871
Interest on borrowings
345,531
403,982
267,549
315,374
Interest on repo
66,745
31,358
66,745
31,358
Other similar expense
50,850
93,124
50,717
92,958
Interest expense from hedging instruments
42,974
85,214
42,974
85,214
Interest expense on lease liabilities
7,876
7,910
7,743
7,744
Total interest and similar expense
1,856,131
1,870,172
1,789,076
1,790,891
The Bank
performed an improvement
to presentation and
corresponding comparatives have
been revised
accordingly.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
80
30. Fees and commissions income and expense
Group
Bank
Revised
Revised
2025
2024
2025
2024
Expense
Income
Expense
Income
Expense
Income
Expense
Income
Services
1,202,569
538,174
1,092,401
474,262
1,162,767
531,107
1,064,273
467,930
Management fees
99,923
0
103,836
0
99,923
0
103,836
0
Packages
103,004
0
93,326
0
103,004
0
93,326
0
Transfers
119,551
28,738
111,100
24,252
119,551
28,738
111,100
24,252
OTC withdrawal
47,661
11,243
56,151
11,559
47,661
11,243
56,151
11,559
Cards
640,936
415,313
563,045
363,682
640,936
415,313
563,045
363,682
Brokerage, custody and asset management
134,239
25,642
108,698
24,969
94,438
18,575
80,570
18,638
Other
57,255
57,240
56,245
49,800
57,255
57,240
56,245
49,800
Loan activity
182,184
15,975
156,223
15,904
162,649
15,053
140,627
15,409
Insurance
88,180
169
74,125
206
88,180
169
74,125
206
Other loans related
94,005
15,805
82,097
15,698
74,469
14,884
66,501
15,203
Commissions related to commitments
granted and received
102,380
42,980
82,602
32,284
102,380
42,980
82,602
32,284
Total
1,487,133
597,129
1,331,225
522,450
1,427,796
589,141
1,287,502
515,623
Fees from loan activity include: fees from factoring, leasing, cross border loans, insurance, other. Fees related to commitments granted and received represent
fees related to loan commitments, financial guarantees, etc.
The Bank performed reclassifications to enhance presentation and
corresponding comparatives have been re-classified accordingly.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
81
31. Gain/(loss) from derivatives and other financial instruments held for trading
Group
Bank
2025
2024
2025
2024
Gain on instruments held for trading
78,363
94,034
76,365
92,563
Derivative financial instruments
(118,729)
151,271
(118,729)
151,271
Gain on interest rate derivatives
4,101
16,438
4,101
16,438
Gain on currency and interest swap
1,672
150
1,672
150
Gain /(loss) on forward foreign exchange contracts
(137,141)
126,040
(137,141)
126,040
Gain on currency options
14,545
9,882
14,545
9,882
(Loss) on derivatives on equity instruments
(2,494)
(2,406)
(2,494)
(2,406)
Other
588
1,167
588
1,167
Gain from derivatives and other financial instruments held
for trading
(40,366)
245,305
(42,364)
243,834
32. Net gain/(loss) from foreign exchange
Group
Bank
2025
2024
2025
2024
FX position revaluation
166,334
(108,941)
166,334
(108,941)
FX Spot
229,144
209,075
224,763
207,877
Net Gain from foreign exchange
395,477
100,135
391,096
98,937
33. Other income/expense
Group
Bank
2025
2024
2025
2024
Gain from disposal of investments
7,950
-
10,039
-
Net provisions for litigations
8,460
(12,798)
8,460
(12,798)
Other net provisions for risks
(9,938)
-
(9,938)
-
Held for sale fixed assets expenses
(6,219)
(5,742)
-
-
Other income/(expenses)
(15,676)
(32,055)
(19,651)
(25,165)
Total income/(expense)
(15,423)
(50,595)
(11,090)
(37,963)
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
82
34. Contribution to Guarantee Scheme and Resolution Fund
34.1 Contribution to Guarantee Scheme
According to
the Romanian legislation
(Law no.
311/2015 on
Deposit Guarantee Schemes
and the
Bank
Deposit
Guarantee
Fund),
the
deposits
of
individuals
and
certain
entities,
including
small
and
medium
enterprises
and
large
companies
are
covered
up
to
EUR 100,000
by
the
Bank
Deposit
Guarantee
Fund
(“Fund”).
Each
credit
institution
participating
to
deposit
guarantee
scheme
shall
pay
the
annual
contribution
as
determined and notified by the Fund. The amount of the contribution
refers to the total covered deposits at
the end of the
previous year and also
reflects the degree of
risk associated to each
credit institution in the
scheme.
The
degree of
risk is
determined based
on the
financial and
prudential indicators
reported by
the
credit
institutions to the National Bank of
Romania. For this purpose, the Bank
Deposits Guarantee Fund uses a
methodology
approved
by the
National Bank
of
Romania considering
also
the
guidelines issued
by
the
European Banking Authority.
For the entire year 2025 the expense related to the Deposit Guarantee Fund
is 15,836 (2024: 16,447).
34.2 Contribution to Resolution Fund
According to Law no. 312/2015
on recovery and resolution of
credit institution and investment firms,
each
credit institution shall pay an
annual contribution to Bank Resolution
Fund as determined and notified
by
the National Bank of Romania.
The
National
Bank
of
Romania
as
the
local
resolution
authority
establish
the
credit
institutions
annual
contributions
to
Bank
Resolution
Fund,
in
compliance
with
Commission
Delegated
Regulation
EU
2015/63, supplementing Directive
2014/59 of the
European Parliament and
of the Council
with regard to
ex ante contributions to resolution financing arrangements.
For the entire year 2025 the expense related to the Bank Resolution Fund
is 33,301 (2024: 27,118).
Both contributions
to the
Bank Deposit
Guarantee Fund
and Bank
Resolution Fund
meet the
criteria for
recognition as
taxes and
accounted in
accordance with
IFRIC 21
“Levies” requirements.
The liability
is
recognized at the date
when the obligating event
occurs and the contribution
is recognized as an
expense in
full in January of the year in which the payment is made.
35. Personnel expenses
Group
Bank
2025
2024
2025
2024
Salaries
961,822
946,210
922,836
904,317
Social securities
22,061
22,222
20,973
20,977
Bonuses
94,275
88,832
94,275
88,202
Post-employment benefits
2,733
874
2,733
874
Capitalisation of internal projects
(77,138)
(62,093)
(77,138)
(62,093)
Other
30,802
14,072
30,617
13,068
Total
1,034,554
1,010,117
994,296
965,345
In 2025, the expense related to the Bank defined benefit contribution plan was
3,537 (2024: 3,789).
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
83
36. Depreciation, amortization and impairment on tangible and intangible
assets
Group
Bank
2025
2024
2025
2024
Depreciation and impairment
178,828
167,281
176,924
164,228
Amortisation
108,722
88,715
107,911
87,532
Total
287,551
255,996
284,835
251,760
The difference as
of 31 December
2025 between
the amount
presented in
Note 15
and the amount
presented
in
Note
36
represents
depreciation
of
investment
property
in
total
amount
of
181
and
no
release
of
impairment
of
investment
property
(31
December
2024:
469
depreciation
of
investment
property
and
release of impairment in amount of 92).
37. Other operating expenses
Group
Bank
2025
2024
2025
2024
Administrative expenses
505,857
492,695
499,952
476,319
Publicity and sponsorships
24,973
40,493
24,774
40,071
Other expenses
118,475
51,845
105,257
58,824
Tax on turnover
202,708
128,673
202,708
128,673
Total
852,013
713,706
832,691
703,887
The detail of Administrative
expenses on type of
expense as of 31
December 2025 and 31
December 2024:
Group
Bank
2025
2024
2025
2024
Information Technology expenses
130,123
139,361
128,820
137,984
Taxes and duties (other)
14,485
15,272
14,425
15,176
Consulting and professional services
33,083
17,815
31,990
16,113
Advertising, marketing and communication
1,955
2,814
1,522
2,573
Expenses related to credit risk
1,494
1,597
1,494
1,508
Real estate expenses
105,071
108,307
104,828
107,902
Leasing expenses
99,943
82,277
99,640
81,409
Other admininstrative expenses
119,702
125,252
117,232
113,654
Total administrative expenses
505,857
492,695
499,952
476,319
Leasing expenses include
for the Bank
expenses related to
short-term leases
of 12,371 (31 December
2024:
5,389) and to leases of low-value assets of 4,175
(31 December 2024: 4,746) and software licenses
in total
amount of 64,627 (31 December 2024 in amount of 52,709).
During the
period from
1 January
2025 to
17 March
2026, the
financial auditor
and its
related network
firms rendered
the following
services: (i)
statutory audit
services in
amount of
2,671 as
of 31
December
2025 (31
December 2024: 3,280)
and (ii) other
services in amount
of 3,128 as
of 31 December
2025 (31
December 2024: 2,801)
for Group and
(i) statutory audit
services in amount
of 2,255
as of 31
December
2025 (31
December 2024: 2,896)
and (ii) other
services in amount
of 3,128 as
of 31 December
2025 (31
December 2024: 2,801) for Bank.
According to Law 296/2023, the Romanian Fiscal Code was amended to introduce, starting 1st of January
2024, a supplementary tax for credit institutions, i.e. the
tax on turnover which is computed as follows: for
2024 and first six
months in 2025 the tax
is 2% from the
turnover and 4% from the
turnover starting July
2025
(turnover
as
defined
by
Romanian
Fiscal
Code
as
per
Article
46
(1)
).
The
tax
is
additional
to
the
corporate income tax, it
is computed and payable
on a quarterly basis and
is a non-deductible expense. The
line Tax on turnover represents the tax expense for the financial year 2025, in amount of 202,708.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
84
38. Net impairment gain/(loss) on financial instruments
Group
Bank
2025
2024
2025
2024
Net impairment allowance for loans
320,829
243,357
319,215
219,559
Net impairment allowance for sundry debtors
43,216
56,784
42,038
54,750
Net impairment allowance for finance lease
7,526
837
-
-
Income from recoveries of derecognized receivables &
sales of bad debts
(166,705)
(137,984)
(147,196)
(123,035)
Write-offs
20,067
9,115
4,050
3,748
Financial guarantee and loan contracts provisions
(36)
(23,981)
740
(24,483)
Net impairment allowance for debt securities
289
(2,787)
289
(2,787)
Total
225,186
145,341
219,136
127,752
39. Earnings per share
Basic earnings per share are calculated by dividing
net profit/(loss) for the reporting period attributable to
ordinary equity
owners of
the parent by
the weighted
average number
of shares
outstanding during
the year.
As of 31
December 2025 and
31 December 2024
there were no
dilutive equity instruments
issued by the
Group and Bank.
Group
Bank
2025
2024
2025
2024
Ordinary shares on market
696,901,518
696,901,518
696,901,518
696,901,518
Profit attributable to shareholders
1,545,704
1,524,409
1,498,657
1,474,824
Earnings per share (in RON)
2.2180
2.1874
2.1505
2.1163
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
85
40. Other commitments
Group
Bank
31 December 2025
31 December 2024
31 December 2025
31 December 2024
Tangible non-current assets
6,302
9,088
6,302
9,088
Intangible non-current assets
8,078
34,862
8,078
34,862
Commitments relating to short-term and low value leases
40,575
20,212
40,575
20,212
Total
54,955
64,162
54,955
64,162
The other
commitments presented
above include
short term
and low
value leases,
software maintenance
contracts and other IT services.
As of 31 December 2025 and 31 December
2024 the future minimum lease payments regarding
short term
and low value assets, concluded by the Group and Bank as a lessee
are:
Group
Bank
31 December 2025
31 December 2024
31 December 2025
31 December 2024
Less than one year
9,542
8,391
9,542
8,391
Between one and five years
11,150
8,894
11,150
8,894
More than five years
19,194
36
19,194
36
Total
39,886
17,321
39,886
17,321
As of 31 December 2025
and 31 December 2024, the future
minimum lease receipts regarding short term
and low value assets, concluded by the Group and Bank as a lessor
are:
Group
Bank
31 December 2025
31 December 2024
31 December 2025
31 December 2024
Less than one year
429
405
429
405
Between one and five years
556
688
556
688
More than five years
189
257
189
257
Total
1,175
1,350
1,175
1,350
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
86
41. Related parties
The Group entered into
related party transactions with
its parent, other related
parties (include other
SG entities and also
other close family members
of the key
management of
the institutions
or
other entities
in
which key
management of
the
institution have
interests), subsidiaries,
associates, joint
venture and
key
management personnel. All related party transactions were made on substantially the same terms, including interest rates and collateral requirements, as those
prevailing
for
similar
transactions
with
unrelated
parties.
The
transactions/balances
with
subsidiaries
were
eliminated
for
consolidation
purposes.
The
transactions/balances with related parties can be summarized as follows:
Group
2025
2024
Parent
Other
related
parties
Associates
Joint ventures
Key management of
the institution
Parent
Other related
parties
Associates
Joint ventures
Key management of
the institution
Assets
1,462,325
82,891
607
15,633
4,216
4,758,906
81,519
879
19,631
4,120
Nostro accounts
162,146
407
-
-
-
100,304
238
-
-
-
Deposits
1,184,117
2
-
-
-
4,490,556
-
-
-
-
Loans
-
77,571
-
15,592
4,216
-
81,101
-
19,631
4,120
Derivative financial instruments
46,298
0
-
-
-
44,218
0
-
-
-
Other assets
69,763
4,910
607
40
-
123,828
180
879
-
-
Liabilities
8,315,258
587,086
29,736
29,203
6,696
7,661,753
224,319
19,358
20,757
9,927
Loro accounts
4,353
1,060
-
-
-
61,013
1,124
-
-
-
Deposits and amounts in transit
58,717
564,429
29,736
29,065
6,696
58,630
208,180
19,358
9,922
9,925
Borrowings
6,767,320
-
-
-
-
6,083,648
-
-
-
-
Subordinated borrowings
1,276,400
-
-
-
-
1,245,458
-
-
-
-
Lease payable
-
19,362
-
-
-
-
10,905
-
-
-
Derivative financial instruments
108,728
0
-
-
-
154,091
0
-
-
-
Other liabilities
99,740
2,235
0
138
-
58,913
4,110
0
10,835
2
Commitments
10,213,054
186,806
-
30,000
243
8,549,648
134,139
-
10,000
308
Total commitments granted
285,299
77,334
-
15,000
243
209,815
67,515
-
-
308
Total commitments received
285,299
70,491
-
15,000
-
209,815
38,154
-
-
-
Uncommitted facilities granted
38,059
38,980
-
-
-
37,984
28,470
-
10,000
-
Notional amount of foreign exchange transactions
3,609,383
-
-
-
-
2,666,642
-
-
-
-
Notional amount of interest rate derivatives
5,877,347
-
-
-
-
5,401,885
-
-
-
-
Securities and other deliverable financial assets
102,559
-
-
-
-
9,233
-
-
-
-
Securities and other receivable financial assets
15,108
-
-
-
-
14,274
-
-
-
-
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
87
41. Related parties (continued)
Bank
2025
2024
Parent
Other
related
parties
Subsidiaries
Associates
Joint
ventures
Key management of
the institution
Parent
Other
related
parties
Subsidiaries
Associates
Joint
ventures
Key management
of the institution
Assets
1,462,324
82,891
2,176
607
15,633
4,216
4,758,906
81,519
3,033
878
19,631
4,120
Nostro accounts
162,146
407
-
-
-
-
100,304
238
-
-
-
-
Deposits
1,184,117
2
-
-
-
-
4,490,556
-
-
-
-
-
Loans
-
77,571
-
-
15,592
4,216
-
81,101
-
-
19,631
4,120
Derivative financial instruments
46,298
0
1
-
-
-
44,218
0
-
-
-
-
Other assets
69,763
4,910
2,175
607
40
-
123,828
180
3,033
878
-
-
Liabilities
6,394,961
587,086
460,880
29,736
29,203
6,696
5,808,267
224,246
283,052
19,358
20,757
9,927
Loro accounts
4,353
1,060
-
-
-
-
61,013
1,124
-
-
-
-
Deposits and amounts in transit
58,717
564,429
459,507
29,736
29,065
6,696
58,630
208,180
281,176
19,358
9,922
9,925
Borrowings
4,847,805
-
1,296
-
-
-
4,231,942
-
1,876
-
-
-
Subordinated borrowings
1,276,400
-
-
-
-
-
1,245,458
-
-
-
-
-
Lease payable
-
19,362
-
-
-
-
-
10,905
-
-
-
-
Derivative financial instruments
108,728
0
-
-
-
-
154,091
0
-
-
-
-
Other liabilities
98,958
2,235
77
-
138
-
57,133
4,038
-
-
10,835
2
Commitments
10,213,054
186,806
46,030
-
30,000
243
8,549,648
134,139
37,447
-
10,000
308
Total commitments granted
285,299
77,334
2,086
-
15,000
243
209,815
67,515
2,083
-
-
308
Total commitments received
285,299
70,491
-
-
15,000
-
209,815
38,154
-
-
-
-
Uncommitted facilities granted
38,059
38,980
36,297
-
-
-
37,984
28,470
35,364
-
10,000
-
Notional amount of foreign exchange transactions
3,609,383
-
7,648
-
-
-
2,666,642
-
-
-
-
-
Notional amount of interest rate derivatives
5,877,347
-
-
-
-
-
5,401,885
-
-
-
-
-
Securities and other deliverable financial assets
102,559
-
-
-
-
-
9,233
-
-
-
-
-
Securities and other receivable financial assets
15,108
-
-
-
-
-
14,274
-
-
-
-
-
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
88
41. Related parties (continued)
Group
2025
2024
Parent
Other
related
parties
Associates
Joint
ventures
Key
management of
the institution
Parent
Other
related
parties
Associates
Joint
ventures
Key
management of
the institution
Income statement
(344,919)
(873)
65,187
(109,958)
29
(346,897)
1,397
41,095
(113,078)
(74)
Interest and commision revenues
52,795
14,330
55,300
1,431
233
99,492
16,027
43,921
1,722
179
Interest and commission expenses
(383,344)
(14,972)
(7,581)
(42,098)
(151)
(486,458)
(7,317)
(3,275)
(39,729)
(184)
Net gain/(loss) on interest rate derivatives
51,536
-
-
-
-
80,484
-
-
-
-
Net gain/(loss) on foreign exchange derivatives
4,728
(7)
-
-
-
7,878
(21)
-
-
-
Dividend income
-
-
19,231
-
-
-
-
1,677
-
-
Other income
(33)
7,950
(603)
-
(1)
(1,039)
9
77
-
(1)
Other expenses
(70,602)
(8,174)
(1,161)
(69,291)
(52)
(47,254)
(7,301)
(1,305)
(75,071)
(67)
Bank
2025
2024
Parent
Other
related
parties
Subsidiaries
Associates
Joint
ventures
Key
management of
the institution
Parent
Other
related
parties
Subsidiaries
Associates
Joint
ventures
Key
management of
the institution
Income statement
(279,647)
1,847
21,872
73,041
(109,958)
29
(268,969)
2,343
18,202
39,368
(113,078)
(74)
Interest and commision revenues
52,795
14,330
21,724
55,254
1,431
233
99,297
16,026
19,314
42,392
1,722
179
Interest and commission expenses
(318,832)
(14,972)
(11,061)
(7,581)
(42,098)
(151)
(409,198)
(7,317)
(9,500)
(3,275)
(39,729)
(184)
Net gain/(loss) on interest rate derivatives
51,536
-
-
-
-
-
80,484
-
-
-
-
-
Net gain/(loss) on foreign exchange derivatives
4,728
(7)
56
-
-
-
7,878
(21)
45
-
-
-
Dividend income
-
-
8,709
19,231
-
-
-
-
17,831
1,677
-
-
Other income
(33)
10,038
-
7,475
-
(1)
(1,039)
9
(13,129)
(0)
-
(1)
Other expenses
(69,841)
(7,542)
2,444
(1,338)
(69,291)
(52)
(46,392)
(6,354)
3,642
(1,427)
(75,071)
(67)
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
89
41. Related parties (continued)
Other liabilities and other expenses
include corporate and technical
assistance with Société Générale
Paris.
The Bank has granted to SG Paris collaterals
regarding derivative instruments in total amount
of 66,597 as
at 31 December 2025 (31 December 2024: 121,496).
As at 31 December 2025 the Board of Directors
and Managing Committee members own 1,030 shares
(31
December 2024: 1,030).
Key management personnel benefits for 2025
and 2024 are:
Group
Bank
2025
2024
2025
2024
Short-term benefits
16,325
17,932
14,621
13,255
Long-term benefits
4,908
4,415
4,693
4,228
Termination benefits
-
1,272
-
1,272
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
90
42. Contingencies
As of 31 December 2025 the Bank is the defendant
in a number of lawsuits arising in the normal
course of
business,
amounting
to
approximately
63,923
(31
December
2024:
68,945).
The
amounts
disclosed
represent
the
additional
potential
loss
in
the
event
of
a
negative
court
decision,
the
amounts
not
being
provisioned. The
management consider
that the ultimate
resolution of
these matters will
not have a
material
adverse
effect
on
the
Bank’s
overall
financial
position
and
performance,
beyond
the
already
assessed
provisions. The
Bank already
booked a
provision of
16,194 (31
December 2024:
24,676) and
the Group
21,345 (31 December 2024: 30,610) in relation with these litigations.
Additionally,
during 2025 the
Bank was involved
in the following
investigations not meeting
the definition
of contingent liabilities.
Competition Council
During
the
year
ended
31
December
2023,
the
Bank
(together
with
other
banks)
was
subject
of
two
investigations by the Competition Council:
-
First investigation was launched ad-hoc in October 2022 and concerns a potential infringement of
the competition
regulations regarding
the fixing
of reference
ROBOR rates.
The investigation
is
ongoing at the
date of issue of
these consolidated and separate
financial statements and no
report
has been issued.
-
Second investigation
was launched
in July 2023
and concerns
the activity of
the Credit
Bureau and,
more
specifically,
how
usage
of
the
FICO
scoring
is
influenced
by
the
number
of
banks’
interrogations with the Credit Bureau. The investigation is ongoing
and no report has been issued.
If
applicable,
in
case
of
a
negative
outcome
of
the
above investigations,
the
Competition Law
21/1996
provisions become applicable (i.e. subject to individualization, depending on
gravity, length and
potential
mitigating and
aggravating circumstances,
the related
fine might
range between
0.5% and
10% from
the
turnover in the year prior to the sanction).
However, considering that:
-
based on current
information as of
31 December 2025,
no specific element
of non-compliance with
competition law has been identified by the Bank,
-
the investigations are ongoing and no report has been issued by the Competition
Council,
the Bank’s
management concluded
that the
risk is
low and
remote and
therefore no
provision should
be
recognized as of 31 December 2025.
National Agency for Consumer Protection (“ANPC”)
During 2023, ANPC launched an
investigation on a large
number of banks concerning the
observed most
employed method
of
reimbursement schedule
computation (i.e.
equal instalments).
The Bank
was fined
with 50 for deceiving marketing practice and received an ANPC order to
stop these practices.
As a conclusion, ANPC:
-is challenging the economic model
of “constant annuity (equal monthly
payments)” for the rate
of credit
for individuals, arguing that according to the repayment schedule, the instalment included, during the first
years, mainly (75% of the instalment) the interest related to
the loan and, to a smaller extent, the principal;
-does
not
question
the
legality
of
such
an
approach
but
insists
on
the
fact
that
consumers
are
not
sufficiently/clearly informed
about the
advantages/disadvantages of choosing
the type
of reimbursement,
i.e. equal monthly payments versus decreasing monthly payments.
BRD challenged
the ANPC’s
Decision to
fine the
Bank in
front of
the Court.
The Court
ruled in
BRD’s
favor on 2 September 2024 and
annulled the ANPC’s Decision.
Most probably, ANPC
will file an appeal
against the first court’s ruling.
National Agency for Consumer Protection (“ANPC 2”)
During 2024, ANPC
has started an investigation
concerning the loans
granted under the
Law 190/1999 and
concluded during
2004-2010, with
variable interest
and management
fee
perceived simultaneously.
The
Bank was fined with 60 and
remedial measures (reimburse the barrowers with the amount
paid in excess)
had been imposed to the Bank.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
91
42. Contingencies (continued)
The loan
agreements in
scope were
those between
2004 –
2010. Several
other bank
were subject
of the
ANPC Control. Most important points in this report:
•
Variable
interest.
ANPC alleges that the mechanism
to determine and calculate the
interest for the
loans in
the scope of
the Control,
was not transparent
toward the
Borrower.
At that time
the interest was
calculate in respect of internal resources costs of the bank, therefore, ANPC claims there was no objective
and transparent element to determine the interest.
ANPC Sanction:
re-calculate the interest
for the entire
loan portfolio in
the scope of
the Control –
(only
ongoing loans and under enforcement procedure)
- and reimburse the borrowers with
the amounts paid in
excess. (90 days to comply)
•
Mortgage Loans granted
under the law
190 / 1999
(no longer a
BRD product)
-
ANPC alleges
that
BRD charged credit management fees outside the legal provisions valid at that
time.
ANPC
Sanction:
immediate
stop
such
practice
and
calculate
the
credit
management
fee
charged
and
reimburse the impacted Borrowers.
The Bank filed a claim in
court against the ANPC’s
findings. At this point in time, the
ANPC’s sanctions
are suspended and the
legal actions follow their
legal course –
the court is
expected to render on
the case
on 16 March 2026.
National Agency for Consumer Protection (“ANPC 3”)
In October 2024, based
on a client complaint, the
ANPC started an investigation
on the Bank regarding
the
lack of
transparency regarding the
applicable interest rate
for the automatically
renewed deposits. ANPC
alleges that the Bank had a legal obligation to inform consumers 30 days before an
automatic renewal of a
deposit about the new level of the interest rates and/or other BRD’s available saving products;
The Bank was
fined with 200
and remedial
measures had been
imposed to the
Bank. The Bank
filed a claim
in court against the ANPC’s finding and the next court hearing is set for 5 June 2026.
Considering
the
status
of
all
above
actions,
the
Bank
assessed
that
as
of
31
December
2025
and
31
December 2024, the criteria for booking a provision or a contingent
liability are not met.
43. Fair value
Determination of fair value and fair value hierarchy
To determine and disclose
the fair value
hierarchy of
the financial
instruments, the
Group follows the
three-
level classification of the inputs to valuation techniques used to
measure fair value:
●
Level 1: quoted (unadjusted) prices
in active markets for identical assets or liabilities.
Level 1
instruments contain
the government
bonds, priced
directly by
external counterparties
on various
dealing platforms (Bloomberg, Reuters etc.);
●
Level 2: other inputs
than those quoted princes included within Level
1,
that are observable
for that
particular asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from prices);
Level
2
instruments
include
in
particular
securities
that
cannot
directly
be
quoted
on
the
market
(e.g.
corporate bonds) and firm derivatives, with standard features and common maturities, whose value can be
retrieved or derived from market data;
●
Level 3:
inputs that are not based on observable market data (
unobservable inputs
).
Level 3 instruments include
options traded over the counter
and other derivatives with
specifically-tailored
return profiles and/or maturities extended over the normal spectrum;
The following
table shows
an analysis
of financial
instruments recorded
at fair
value by
level of
the fair
value hierarchy:
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
92
43. Fair value (continued)
Group
Bank
31 December 2025
31 December 2025
Assets measured at fair value
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Financial assets
Derivative financial instruments
Interest rate swaps
-
28,370
-
28,370
-
28,370
-
28,370
Currency swaps
-
13,077
-
13,077
-
13,077
-
13,077
Forward foreign exchange contracts
-
9,730
-
9,730
-
9,731
-
9,731
Options
-
-
40,399
40,399
-
-
40,399
40,399
-
51,177
40,399
91,576
-
51,178
40,399
91,577
Financial assets at fair value through other comprehensive income
11,257,882
-
-
11,257,882
11,257,882
-
-
11,257,882
Equity investments (listed)
5,114
-
-
5,114
5,114
-
-
5,114
Equity investments (not listed)
-
-
5,260
5,260
-
-
5,260
5,260
Total
11,262,996
-
5,260
11,268,256
11,262,996
-
5,260
11,268,256
Other financial instruments held for trading
1,303,894
1,119,834
-
2,423,728
1,274,119
1,119,834
-
2,393,953
Total
12,566,890
1,171,011
45,659
13,783,560
12,537,115
1,171,012
45,659
13,753,786
Assets for which fair value is disclosed
Due from banks
-
6,496,727
-
6,496,727
-
6,496,727
-
6,496,727
Loans and advances to customers
-
-
54,626,398
54,626,398
-
-
54,273,614
54,273,614
Debt securities
6,244,158
-
852,057
7,096,216
6,244,158
-
852,057
7,096,216
Financial lease receivables
-
-
2,150,669
2,150,669
-
-
-
-
Total
6,244,158
6,496,727
57,629,125
70,370,010
6,244,158
6,496,727
55,125,671
67,866,556
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
93
43. Fair value (continued)
Group
Bank
31 December 2025
31 December 2025
Liabilities measured at fair value
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Financial liabilities
Derivative financial instruments
Interest rate swaps
-
107,550
-
107,550
-
107,550
-
107,550
Currency swaps
-
16,753
-
16,753
-
16,753
-
16,753
Forward foreign exchange contracts
-
14,230
-
14,230
-
14,230
-
14,230
Options
-
-
40,871
40,871
-
-
40,871
40,871
Total
-
138,533
40,871
179,404
-
138,533
40,871
179,404
Other financial instruments held for trading
636,050
161,994
-
798,044
636,050
161,994
-
798,044
Total
636,050
300,527
40,871
977,448
636,050
300,527
40,871
977,448
Liabilities for which fair value is disclosed
Due to banks
-
1,239,312
-
1,239,312
-
1,239,312
-
1,239,312
Due to customers
-
75,058,285
-
75,058,285
-
75,517,876
-
75,517,876
Borrowed funds
-
7,504,212
-
7,504,212
-
4,854,909
-
4,854,909
Subordinated debts
-
1,276,400
-
1,276,400
-
1,276,400
-
1,276,400
Total
-
85,078,209
-
85,078,209
-
82,888,496
-
82,888,496
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
94
43. Fair value (continued)
Group
Bank
31 December 2024 Revised
31 December 2024 Revised
Assets measured at fair value
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Financial assets
Derivative financial instruments
Interest rate swaps
-
35,248
-
35,248
-
35,248
-
35,248
Currency swaps
-
46,120
-
46,120
-
46,120
-
46,120
Forward foreign exchange contracts
-
21,945
-
21,945
-
21,945
-
21,945
Options
-
-
38,556
38,556
-
-
38,556
38,556
-
103,313
38,556
141,869
-
103,313
38,556
141,869
Financial assets at fair value through other comprehensive
income
12,164,852
-
-
12,164,852
12,164,852
-
-
12,164,852
Equity investments (listed)
4,649
-
-
4,649
4,649
-
-
4,649
Equity investments (not listed)
-
-
4,559
4,559
-
-
4,559
4,559
Total
12,169,501
-
4,559
12,174,060
12,169,501
-
4,559
12,174,060
Other financial instruments held for trading
809,797
890,896
-
1,700,693
777,739
890,896
-
1,668,635
Total
12,979,298
994,209
43,115
14,016,622
12,947,240
994,209
43,115
13,984,564
Assets for which fair value is disclosed
Due from banks
-
6,313,423
-
6,313,423
-
6,313,423
-
6,313,423
Loans and advances to customers
-
-
48,351,258
48,351,258
-
-
48,000,169
48,000,169
Debt securities
5,939,263
-
1,040,923
6,980,186
5,939,263
-
1,040,923
6,980,186
Financial lease receivables
-
-
2,015,072
2,015,072
-
-
-
-
Total
5,939,263
6,313,423
51,407,253
63,659,939
5,939,263
6,313,423
49,041,092
61,293,778
The Bank performed reclassifications to enhance presentation and
corresponding comparatives have been re-classified accordingly.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
95
43. Fair value (continued)
Group
Bank
31 December 2024
31 December 2024
Liabilities measured at fair value
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Financial liabilities
Derivative financial instruments
Interest rate swaps
-
151,439
-
151,439
-
151,439
-
151,439
Currency swaps
-
11,324
-
11,324
-
11,324
-
11,324
Forward foreign exchange contracts
-
10,937
-
10,937
-
10,937
-
10,937
Options
-
-
38,672
38,672
-
-
38,672
38,672
Total
-
173,700
38,672
212,372
-
173,700
38,672
212,372
Other financial instruments held for trading
226,548
85,090
-
311,638
226,548
85,090
-
311,638
Total
226,548
258,790
38,672
524,010
226,548
258,790
38,672
524,010
Liabilities for which fair value is disclosed
Due to banks
-
1,477,293
-
1,477,293
-
1,477,293
-
1,477,293
Due to customers
-
67,964,469
-
67,964,469
-
68,244,935
-
68,244,935
Borrowed funds
-
6,557,966
-
6,557,966
-
4,219,899
-
4,219,899
Subordinated debts
-
1,245,458
-
1,245,458
-
1,245,458
-
1,245,458
Total
-
77,245,187
-
77,245,187
-
75,187,585
-
75,187,585
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
96
43. Fair value (continued)
Financial instruments measured at fair value
The following
is a
description of
the determination
of fair
value for
financial instruments
which are
recorded
at
fair
value
using
valuation
techniques.
These
incorporate
the
Group’s
estimate
of
assumptions
that
a
market participant would make when valuing the instruments.
Treasury notes
are represented by
treasury bills and
bonds and are
classified as financial
assets at fair
value
through
other
comprehensive
income
or
financial
instruments
held
for
trading
measured
at
fair
value
through profit and loss, being measured
using a valuation technique based on
market quotes published by
Bloomberg or by Reuters (market approach).
Derivatives
The fair value of
the derivatives is
determined using valuation
techniques commonly known
on the market,
such as discounted cash flows for swaps or Black-Sholes formula for
options.
Firm derivatives
– interest
rate swaps,
currency swaps
and forward
foreign exchange
contracts, are
the
main derivative
products measured
using as
valuation technique
the income
approach (discounting
cash
flows) and incorporating
observable inputs from
market (foreign exchange spot
rate, forward rates,
interest
rate rates, futures), both directly observable ones (explicit parameters)
and indirectly observable ones.
The directly observable
parameters are variables that
come directly from
the market and
are presumed to
be easily available,
accessible to each
market participant. The
main explicit parameters
used in valuation
of
firm
financial
instruments
are
interbank
fixing
FX
rates
published
by
NBR,
interbank
swap
points,
interbank bid/ask
interest rates,
futures quotes
on EUR
and USD.
Implicit parameters
are variables
obtained
through standard intermediary
calculation, using
market prices for
relevant financial
instruments. The yield
curves designated at
the level of
each product and
currency are fed
with explicit parameters
according to
the
pre-set configuration,
facilitating the
computation of
implicit
parameters used
in
computing the
fair
value such as Zero-coupons, Discount Factors and Forward Interest Rates.
Conditional derivatives
- FX options, interest rate options and equity options, are valued daily,
using the
mark-to-model approach.
The model
is calibrated
to derive
the value
of the
option based
on the
current
market conditions
(spot rates)
and the
future values
presumed to
be attained
by the
underlying (forward
exchange rates, FRAs
etc.), integrating in
the calculation the
standard option-sensitivities (delta,
gamma,
vega, theta), along with information regarding the size of the positions and the liquidity of the
instrument.
The fair value
is determined through
SG’s computation module, the values
of the specific
parameters being
daily retrieved from the market and
stored in the database, serving as
direct input in the daily final
formula
or further used for the statistical calculation implied by the valuation process.
The
Bank manages
the
group of
these financial
assets and
liabilities (options)
based
on the
entity’s
net
exposure to
a particular
market risk
(foreign exchange,
interest rate,
price risk)
and, according
to the trading
book policy
in place,
The Bank
assumes no
residual market
risk induced
by option-trading.
Any bought
option is
perfectly matched
on the
same day
with a
sold option,
identical in
terms of
option type,
underlying,
exercise prices, maturity.
The perfect back-to-back system
is subject to
daily controls performed at
back-
office
level,
to
ensure
that
no
mismatch
occurred
and
there
is
no
residual
open
position
on
options.
Therefore, the impact
of a
specific change
on the estimated
value on
one non-observable parameter
used
on the valuation
of an option
classified/ accounted as financial
asset is offset
by same specific change
on
estimated
value
of
the
same
non-observable
parameter
on
the
valuation
of
the
mirror-replicated
option
classified/ accounted as financial liability.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
97
43. Fair value (continued)
Equities
These assets are valued using models
which sometimes only incorporate data
observable in the market and
at
other
times
use
both
observable
and
non-observable
data.
The
non-observable
inputs
to
the
models
include assumptions regarding the financial performance of the investee.
The
fair
value
of
equity
instruments
not
listed
classified
as
of
fair
value
through
profit
and
loss
and
consisting of ordinary shares of other entities is determined by using the net
assets of the entities as of the
end of
the last closed
reporting period. The
entities net assets
represent the best
estimation of the
current
replacement cost
that would
be paid
to replace
the holding
as it
consists of
the initial
capital investment
adjusted by the financial performance of the entity.
Fair value of financial assets and liabilities not carried at fair value
Financial assets
For deposits
with banks
amortized cost
is estimated
to approximate
fair value
due to
their short–term
nature,
interest rates reflecting current market conditions and no significant
transaction costs.
For loans
and lease
receivables the
fair value
is determined
by using
discounted cash-flows
based on
interest
rate offered to similar products and similar time horizons.
Financial liabilities
The amortized cost of deposits from banks is
considered to approximate their respective fair values, since
these items
have predominantly
short maturities,
carry interest
rates reflecting
current market
conditions
and are settled without significant transaction costs.
For due to customers, borrowings and subordinated debts the fair value is determined by using discounted
cash-flows based on interest rate offered
to similar products and customers and
with similar time horizons.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
98
43. Fair value (continued)
The following table presents the fair value and the carrying amount per
type of financial instrument.
Group
Bank
31 December 2025
31 December 2024 Revised
31 December 2025
31 December 2024 Revised
Carrying value
Fair value
Carrying value
Fair value
Carrying value
Fair value
Carrying value
Fair value
Financial assets
Due from banks
6,496,727
6,496,727
6,313,423
6,313,423
6,496,727
6,496,727
6,313,423
6,313,423
Loans and advances to customers
53,985,859
54,626,398
47,705,202
48,351,258
53,634,840
54,273,614
47,351,908
48,000,169
Debt securities
7,073,591
7,096,216
7,107,780
6,980,186
7,073,591
7,096,216
7,107,780
6,980,186
Financial lease receivables
2,144,020
2,150,669
2,023,475
2,015,072
-
-
-
-
Total
69,700,197
70,370,010
63,149,880
63,659,939
67,205,158
67,866,556
60,773,111
61,293,778
Financial liabilities
Due to banks
1,239,312
1,239,312
1,477,293
1,477,293
1,239,312
1,239,312
1,477,293
1,477,293
Due to customers
75,045,129
75,058,285
67,935,142
67,964,469
75,504,639
75,517,876
68,215,487
68,244,935
Borrowed funds
7,441,554
7,504,212
6,554,915
6,557,966
4,849,166
4,854,909
4,234,105
4,219,899
Subordinated debts
1,276,400
1,276,400
1,245,458
1,245,458
1,276,400
1,276,400
1,245,458
1,245,458
Total
85,002,395
85,078,209
77,212,808
77,245,187
82,869,517
82,888,497
75,172,343
75,187,585
The Bank performed reclassifications to enhance presentation and
corresponding comparatives have been re-classified accordingly.
Group
Bank
31 December 2025
31 December 2024
31 December 2025
31 December 2024
Carrying
value
Fair value
Carrying
value
Fair value
Carrying
value
Fair value
Carrying value
Fair value
Loans and advances to customers
53,985,859
54,626,398
47,705,202
48,351,258
53,634,840
54,273,614
47,351,908
48,000,169
Retail
30,781,556
31,452,933
27,889,611
28,620,849
30,685,433
31,354,715
27,757,970
28,485,756
Non-retail
23,204,304
23,173,464
19,815,592
19,730,409
22,949,407
22,918,899
19,593,938
19,514,414
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
99
43. Fair value (continued)
The methods and significant assumptions applied in determining the fair value of the elements in the table
above are listed below.
The fair value of fixed rate instruments is estimated by discounting the maturing cash flows with discount
factors
derived
from
31
December 2025
rates
offered
to
similar
clients,
for
similar
products
on
similar
maturities. The fair value of floating instruments is estimated by discounting from the next re-pricing date
using as discount factors rates offered to similar clients, for similar products
on similar time horizons.
Changes
in
the
credit
quality
of
loans
within
the
portfolio
are
not
considered
in
determining
gross
fair
values, as the impact of impairment is recognized separately
by deducting the amount of the allowance for
credit losses from both carrying and fair values.
For the purposes of
the fair value
disclosure, the interest accrued to
date is included in
the carrying value
of the financial instruments.
There were no transfers between fair value hierarchy levels during
the period.
Movement in level 3:
Fair value of equity investments not listed is estimated based on net assets
of the investments.
Group / Bank
Equity investments
(not listed)
Options (A)
Options (L)
Closing balance as of 31 December 2023
3,919
43,858
44,011
Acquisitions
347
15,304
15,304
Sales
(286)
(496)
(496)
Reimbursements
-
(6,404)
(6,404)
Gains/losses from change in fair value
579
(13,706)
(13,743)
Closing balance as of 31 December 2024
4,559
38,556
38,672
Acquisitions
-
25,804
25,804
Sales
-
(2,077)
(2,077)
Reimbursements
-
(14,052)
(14,052)
Gains/losses from change in fair value
680
(7,832)
(7,476)
Foreign exchange differences
21
-
-
Closing balance as of 31 December 2025
5,260
40,399
40,871
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
100
44. Offsetting financial assets and financial liabilities
Financial
instruments
subject
to
offsetting,
enforceable
master
netting
and
similar
arrangements
are
as
follows at 31 December 2025 and 31 December 2024 for Group and Bank:
Financial
assets
and
liabilities
are
offset
and
the
net
amount
reported
in
the
consolidated
and
separate
statements
of
financial
position
only
when
there
is
a
legally
enforceable
right
to
offset
the
recognised
amounts, and there is an
intention to either settle
on a net basis, or
to realise the asset
and settle the liability
simultaneously. Such a right of set off (a) must not be contingent on a future event and (b) must be legally
enforceable in
all
of the
following circumstances:
(i) in
the
normal course
of
business, (ii)
the
event
of
default and (iii) the event of insolvency or bankruptcy.
As at
31 December
2025 and
31 December
2024 the
Group and
Bank did
not offset
any amounts
in the
statement of financial position.
The Group and
Bank has master
netting arrangements with
counterparty banks, which
are enforceable in
case
of
default.
The
Group
and
the
Bank
also
made
margin
deposits
as
collateral
for
its
outstanding
derivative positions. The counterparty
may set off the Group and Bank’s liabilities with
the margin deposit
in case of default.
45. Subsequent events
On 9 March 2026,
BRD Groupe Société
Générale, through BRD
Asset Management S.A.I.,
entered into an
agreement
with
Patria
Bank
for
the
acquisition
of
99.9944%
of
Patria
Asset
Management,
a
company
operating on the Romanian UCITS market.
Completion of the transaction remains subject to
the approval
of the relevant regulatory authorities.
46. Risk management
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
101
Risk management within the
Group and Bank is
based on an integrated
concept that considers the
statutory
and
regulatory norms
as
defined and
required
by
the
National
Bank
of
Romania,
Société
Générale risk
management standards as
well as best practices
accepted by the banking
industry. The level of risk appetite
fully reflects the Group’s and Bank’s risk management strategy,
aiming to support a sustainable growth of
its lending activity while reinforcing the Bank’s and Group’s market position.
Risk governance relies on the three
lines of defense model, which
reinforces segregation of duties between
various control functions.
The
first line
of defense
is represented
by the
business units,
which are
primarily responsible
for the
ongoing
management of the
risks arisen in
conducting their daily
activities, considering the
Bank’s risk appetite and
its existing policies, procedures and controls.
The
second
line
of
defense
is
represented
by
the
independent
functions
overseeing
risks,
which
are
responsible
for
further
identifying,
measuring,
monitoring
and
reporting
risks,
while
ensuring
the
compliance
with
internal
and
external
requirements
and
providing
support
to
the
business/operational
functions in executing their duties.
The
third line
of defense is represented
by the internal audit
function which provides independent review
and objective assurance on
the quality and effectiveness of the
Bank’s internal control system, the first and
second lines of defense and the risk governance framework.
The Group and Bank’s risk management governance is centered along the following axes:
●
continuous process
of identification,
assessment, monitoring,
reporting and
control, considering
risk
limits, approval competences, segregation of duties and other
mitigation techniques;
●
risks are taken within the defined risk appetite approved by the Board
of Directors;
●
strong involvement of the Bank’s management body in the risk management system and promotion of
risk
culture,
throughout
the
entire
organizational
structure,
from
the
Board
of
Directors
down
to
operational teams;
●
clearly defined internal rules and procedures;
●
communication of
information regarding
risk management
across the
organization in
a timely, accurate,
comprehensible and meaningful manner;
●
continuous
supervision
by
an
independent
risk
function
to
monitor
risks
and
to
enforce
rules
and
procedures.
The Group and Bank’s risk management is organized around two key principles:
●
risk assessment departments must be independent from the business
divisions;
●
the risk management
approach and risk
monitoring must be
consistent throughout
the Group and Bank.
The Group and
the Bank is
exposed to the
risks inherent to its
core businesses. The main
financial assets
and liabilities are the loans
and advances, lease receivables, amounts
placed with NBR, demand and
term
deposits
and
borrowings. These
instruments are
exposed
to
a
series
of
risks such
as
credit
risk,
foreign
exchange risk, interest rate risk, liquidity risk and market risk which
are discussed below.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
102
46. Risk management (continued)
46.1 Credit risk
Credit risk represents current
or future risk of
negative impact on profits
and capital arising
from a debtor’s
failure to
fulfil the
contractual obligations
or
failure to
perform as
agreed. The
credit risk
is
inherent to
traditional banking products - loans, commitments to lend and other
contingent liabilities such as letters of
credit - and to fair value derivative contracts (refer to the Notes 7, 9, 10,
11 and 42).
The Group and Bank’s
credit policy is based
on the principle that
approval of any credit
risk undertaking
must rely
on a
sound knowledge
of a
given client
and its
business, an
understanding of
the purpose
and
structure of the
transaction and
the sources of
debt repayment.
As part of
Group Société Générale,
the Bank
has a
cash flow based
lending approach, meaning
the bank expects
debt to be
serviced primarily through
the future cash flow (legal entities)/income (individuals) generated by
the client.
The Group
and Bank
assesses the
quality of
its Non-Retail
portfolio by
use of
Société Générale’s
rating
system, with a scale from 1 to 10 (1 to 7- in bonis exposures, 8 to 10 – defaulted exposures). Within the in
bonis
portfolio,
the
most
vulnerable
counterparties
are
grouped
into
a
distinct
category
(referred
to
as
sensitive,
rating
class
7)
which
is
subject
to
increased
monitoring
requirements,
to
improve
reactivity
through timely implementation of corrective measures.
The
internal
rating
system is
based
on
models that
include
both
quantitative and
qualitative
assessment
criteria, differentiated
by counterparty
type and
size, in
which the
expert judgment
is a
key element.
Internal
models are developed based on the Group and Bank’s available data history and the use of rating model is
regulated by internal norms and
procedures. Rating review is performed at
least once per year,
or as soon
as new and significant
aspects impacting the credit
quality of the counterparty
occur.
This process results
in the classification of exposures between sound, sensitive and non
performing client status.
Throughout the post approval period, the monitoring of counterparties is conducted on a continuous basis,
so that
potential vulnerabilities
can be
identified early
and reacted
upon. The
outcome of
monitoring activity
is analysed
as an
inherent responsibility
of commercial
and risk
structures. Risky
counterparties defined
according to
internally prescribed
criteria are
closely monitored
through dedicated
committees, with
the
aim of defining a strategy towards them and ensuring consistent rating
and loss recognition.
Retail counterparties are assessed
at origination, based
on application scorecards and/or
behavioral rating
models, and monitored throughout the lifespan of the loans using
behavioral rating models.
Security,
in the
form of
collateral (funded protection)
or guarantee
(unfunded protection), is
accepted by
the Bank in order to
mitigate credit risk and do not
serve as a substitute for the
borrower’s ability to meet
obligations. The collaterals
accepted by the Bank
in support of granted
commitments primarily include
real
estate, both residential and commercial, guarantees issued by other banks and guarantee funds, equipment
and inventories.
Concentration risk related to
credit risk is
managed primarily through a
set of limits
established based on
the Bank’s risk appetite and the expectations on the
evolution of the economic environment.
The limits are
monitored periodically and revised whenever
necessary, but at least annually. The set of limits is related to
the following dimensions: individual concentration (single name or group of connected clients), economic
sector concentration, geographical
concentration, concentration by
product type/transaction type
and credit
risk mitigations technique types.
The Bank
has in
place a
process of
continuous monitoring
of exposure
by concentration
dimensions, set
out in the local normative guidelines, meant to prevent any excessive concentration.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
103
46. Risk management (continued)
46.1 Credit risk (continued)
Maximum exposure to credit risk before considering any collaterals or guarantees
Group
31 December 2025
31 December 2024
ASSETS
Cash and cash equivalents
9,191,913
6,202,796
Due from banks
6,496,727
6,313,423
Derivatives and other financial instruments held for trading
2,515,304
1,842,562
Financial assets at fair value through other comprehensive income
11,257,882
12,164,852
Financial assets at amortised cost
61,059,450
54,812,982
Loans, gross
55,918,906
49,506,267
Expected credit loss
(1,933,047)
(1,801,065)
Loans and advances to customers
53,985,859
47,705,202
Debt securities
7,073,591
7,107,780
Finance lease receivables
2,144,020
2,023,475
Other financial assets
195,089
256,192
Total assets
92,860,385
83,616,282
Letters of guarantee granted
4,712,720
3,812,725
Financing commitments granted
10,088,306
6,599,441
Total commitments granted
14,801,026
14,366,257
Total credit risk exposure
107,661,411
97,982,539
Bank
31 December 2025
31 December 2024
ASSETS
Cash and cash equivalents
9,191,913
6,202,796
Due from banks
6,496,727
6,313,423
Derivatives and other financial instruments held for trading
2,485,530
1,810,504
Financial assets at fair value through other comprehensive income
11,257,882
12,164,852
Financial assets at amortised cost
60,708,431
54,459,688
Loans, gross
55,525,911
49,114,810
Expected credit loss
(1,891,071)
(1,762,902)
Loans and advances to customers
53,634,840
47,351,908
Debt securities
7,073,591
7,107,780
Other financial assets
177,651
239,499
Total assets
90,318,134
81,190,762
Letters of guarantee granted
4,714,807
3,814,807
Financing commitments granted
10,042,466
6,552,233
Total commitments granted
14,757,273
14,321,131
Total credit risk exposure
105,075,407
95,511,893
Performance guarantees
were included
in “Financing
commitments granted“
position in
total amount
of
4,322,800 as at 31 December 2025 for Group and Bank (3,954,091 as
at 31 December 2024).
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
104
46. Risk management (continued)
46.1 Credit risk (continued)
Analyses of the inputs to the ECL model is made under multiple economic
scenarios
An overview of
the approach to
estimate ECLs is
set out in Note
2 e) Significant
accounting judgments and
estimates and Note 3
Material accounting policy
information. Economic input data
is obtained from a
team
of economists in the
Bank and Group Société
Générale. To
ensure accuracy and completeness, inputs
are
corroborated with third party sources – economic forecasts issued by specialized
institutions.
Expected losses are computed based on four
macroeconomic scenarios, each with a corresponding
weight:
optimistic (10%), baseline (56%),
stagflation (14%) and debt
tension (20%) for year 2025.
The weights for
year 2024
were: optimistic
(10%), baseline
(56%) and
stress scenario
(34%). The
table below
shows the
values of the key forward looking economic variables/ assumptions used in the
base, optimistic and stress
(stagflation and debt tension) economic scenarios for the ECL calculation.
The Bank
presents the
estimation of
key drivers
for 2025
because these
scenarios have
produced effects
during the year and have been used in the computation of ECL as of 31 December
2025.
The sensitivity assessment of ECL to key inputs shows that a
+/- 1 p.p. change in LGD would result in an
increase/ decrease of ECL with 34.6 million RON.
The sensitivity assessment of ECL to the macroeconomic scenarios used
is described below:
•
A change of +/-
1 p.p. of the optimistic scenario weight correlated with a -/+ 1 p.p. change in base
scenario weight, will generate an ECL decrease/increase of 0.3 million RON
•
A change of +/- 1 p.p. of the
stagflation scenario weight correlated with
a -/+ 1 p.p. change in base
scenario weight, will generate an ECL increase/decrease of 1.6 million RON
•
A change
of +/-
1 p.p.
of the
debt tension
scenario weight
correlated with
a -/+
1 p.p.
change in
base scenario weight, will generate an ECL increase/decrease of 1.1
million RON.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
105
46. Risk management (continued)
46.1 Credit risk (continued)
Considering the internal
rating quality,
the exposures of
the counterparties are
split in 4
categories which
are defined below:
Very
good
– The
counterparty is
considered to
be very
reliable. The
capacity to
service its
debt is
very
strong.
Good
–
The counterparty
is
judged to
be of
good quality.
The capacity
to
service its
debt is
strong but
counterparty is somewhat more sensitive to adverse changes in circumstances
and economic conditions.
For this presentation purposes, the loans of the Non-Retail clients are
capped at “Good” grade.
Standard grade
– The
counterparty has
an average
solvency. The ability
to service
its debt
is still
sufficient,
but more likely to be undermined by unfavourable economic conditions
and changes in circumstances.
Sub-standard
grade
-
The
counterparty
reflected
credit
behaviour
or
financial
deterioration
implying
increased credit risk. Timely debt service repayment
is uncertain and depends on
favourable economic and
financial conditions. Close and
more frequent monitoring of the
client’s capacity to
service the bank debt
is needed, to be able to react to a potential deterioration via implementation
of corrective measures.
Analysis of cash and cash equivalents by credit rating
Analysis of due from banks by credit rating
Group
Bank
2025
2024
2025
2024
Internal rating grade
Very good grade
6,482,323
6,302,164
6,482,323
6,302,164
Good grade
13,136
9,133
13,136
9,133
Standard grade
670
1,802
670
1,802
Not rated internally
598
324
598
324
Total
6,496,727
6,313,423
6,496,727
6,313,423
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
106
46. Risk management (continued)
46.1 Credit risk (continued)
Sector analysis of loans granted and impairment allowance
Group
31 December 2025
Stage 1
Stage 2
Stage 3
POCI
Total
Gross carrying
amount
Impairment
allowance
Gross carrying
amount
Impairment
allowance
Gross carrying
amount
Impairment
allowance
Gross carrying
amount
Impairment
allowance
Gross carrying
amount
Impairment
allowance
Individuals
24,997,845
91,210
4,451,807
420,856
926,511
667,775
18,315
4,539
30,394,479
1,184,380
Agriculture, forestry and fishing
1,519,259
27,582
252,865
26,781
213,993
74,425
99
28
1,986,216
128,815
Mining and quarrying
6,521
68
597
26
56
29
0
0
7,175
124
Manufacturing
3,474,048
52,904
263,135
17,825
54,451
29,393
4,422
1,536
3,796,055
101,658
Electricity, gas, steam and air conditioning
supply
1,826,626
26,207
43,949
439
0
0
0
0
1,870,574
26,646
Water supply
181,673
2,379
26,894
1,406
454
297
0
0
209,021
4,082
Construction
1,124,777
16,456
124,633
10,577
33,494
22,073
5,253
620
1,288,157
49,727
Wholesale and retail trade
5,627,472
81,590
288,654
21,428
199,172
112,228
1,358
29
6,116,656
215,275
Transport and storage
1,160,118
17,119
49,489
4,668
85,649
42,828
4,211
566
1,299,468
65,180
Accommodation and food service activities
601,814
11,354
21,495
2,036
29,879
18,325
46
0
653,234
31,715
Information and communication
939,195
14,960
8,981
476
1,548
1,300
0
0
949,724
16,736
Financial institutions
847,625
12,163
1,629
96
72
37
0
0
849,326
12,296
Real estate activities
830,483
16,668
2,961
330
17,603
17,536
36,962
8,040
888,009
42,573
Professional, scientific and technical activities
424,055
4,762
20,797
3,068
9,554
5,489
0
0
454,407
13,319
Administrative and support service activities
287,930
4,861
9,305
1,385
3,805
2,324
959
0
301,999
8,569
Public administration and defence, compulsory social security
4,082,479
11,310
2,280
119
0
0
0
0
4,084,759
11,430
Education
11,100
186
15,008
1,201
23
12
0
0
26,131
1,399
Human health services and social work activities
535,448
9,701
26,485
3,427
1,768
1,303
0
0
563,700
14,430
Arts, entertainment and recreation
61,045
1,183
1,995
287
321
234
0
0
63,362
1,703
Other services
108,537
730
5,590
543
2,328
1,715
0
0
116,454
2,988
Total
48,648,050
403,392
5,618,550
516,975
1,580,682
997,323
71,624
15,356
55,918,906
1,933,047
Loans to individuals include mortgage loans, consumer loans and overdrafts.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
107
46. Risk management (continued)
46.1 Credit risk (continued)
Sector analysis of loans granted and impairment allowance (continued)
Bank
31 December 2025
Stage 1
Stage 2
Stage 3
POCI
Total
Gross
carrying
amount
Impairment
allowance
Gross
carrying
amount
Impairment
allowance
Gross
carrying
amount
Impairment
allowance
Gross
carrying
amount
Impairment
allowance
Gross
carrying
amount
Impairment
allowance
Individuals
24,997,845
91,210
4,451,807
420,856
926,511
667,775
18,315
4,539
30,394,478
1,184,380
Agriculture, forestry and fishing
1,495,440
27,485
179,560
22,633
174,653
49,514
99
28
1,849,751
99,659
Mining and quarrying
6,521
68
597
26
56
29
0
0
7,175
124
Manufacturing
3,472,235
52,896
262,987
17,816
53,814
29,107
4,422
1,536
3,793,457
101,355
Electricity, gas, steam and air conditioning
supply
1,826,626
26,207
43,949
439
0
0
0
0
1,870,575
26,646
Water supply
181,437
2,378
26,894
1,406
454
297
0
0
208,785
4,081
Construction
1,123,073
16,448
124,388
10,565
32,342
20,935
5,253
620
1,285,056
48,568
Wholesale and retail trade
5,602,501
81,481
283,630
21,212
196,510
110,366
1,358
29
6,083,999
213,088
Transport and storage
972,590
16,299
39,305
4,260
76,080
36,352
4,211
566
1,092,185
57,477
Accommodation and food service activities
601,758
11,353
21,495
2,036
28,766
17,213
46
0
652,065
30,602
Information and communication
938,879
14,958
8,981
476
1,548
1,300
0
0
949,408
16,734
Financial institutions
847,625
12,163
1,629
96
72
37
0
0
849,326
12,296
Real estate activities
829,925
16,666
2,961
330
17,603
17,536
36,962
8,040
887,451
42,571
Professional, scientific and technical activities
418,134
4,736
20,601
3,056
9,310
5,245
0
0
448,045
13,037
Administrative and support service activities
286,219
4,852
9,305
1,385
3,805
2,324
959
0
300,288
8,560
Public administration and defence, compulsory social security
4,082,479
11,310
2,280
119
0
0
0
0
4,084,759
11,430
Education
11,100
186
15,008
1,201
23
12
0
0
26,131
1,399
Human health services and social work activities
535,448
9,701
26,485
3,427
1,768
1,303
0
0
563,700
14,430
Arts, entertainment and recreation
61,045
1,183
1,995
287
321
234
0
0
63,362
1,703
Other services
108,127
731
5,590
543
2,197
1,656
0
0
115,914
2,930
Total
48,399,007
402,310
5,529,446
512,170
1,525,834
961,234
71,623
15,356
55,525,911
1,891,070
Loans to individuals include mortgage loans, consumer loans and overdrafts.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
108
46. Risk management (continued)
46.1 Credit risk (continued)
Sector analysis of loans granted and impairment allowance (continued)
Group
31 December 2024
Stage 1
Stage 2
Stage 3
POCI
Total
Gross
carrying
amount
Impairment
allowance
Gross
carrying
amount
Impairment
allowance
Gross
carrying
amount
Impairment
allowance
Gross
carrying
amount
Impairment
allowance
Gross
carrying
amount
Impairment
allowance
Individuals
21,185,547
101,158
5,175,939
373,149
850,925
649,588
22,143
3,869
27,234,554
1,127,764
Agriculture, forestry and fishing
1,567,201
31,548
337,487
24,302
52,916
31,033
47
0
1,957,651
86,883
Mining and quarrying
26,106
407
320
11
0
0
0
0
26,426
418
Manufacturing
3,294,366
56,008
166,943
14,250
48,684
38,643
2,553
919
3,512,546
109,820
Electricity, gas, steam and air conditioning
supply
1,225,085
18,634
41,914
57
295
170
0
0
1,267,294
18,861
Water supply
117,403
2,041
33,843
1,184
645
432
0
0
151,891
3,657
Construction
1,270,694
21,298
103,679
7,179
76,480
59,102
3,889
30
1,454,742
87,609
Wholesale and retail trade
5,725,904
86,358
393,448
26,744
24,954
17,362
2,461
238
6,146,767
130,702
Transport and storage
1,077,290
16,897
37,230
2,932
69,783
54,840
1,536
680
1,185,838
75,349
Accommodation and food service activities
519,141
9,861
16,067
1,334
31,498
23,591
0
0
566,706
34,786
Information and communication
876,667
14,424
3,608
266
1,338
853
0
0
881,613
15,543
Financial institutions
748,469
12,911
2,957
198
308
200
0
0
751,735
13,309
Real estate activities
480,134
9,778
15,138
595
19,677
19,087
22,444
22,388
537,393
51,849
Professional, scientific and technical activities
356,570
2,381
24,219
2,027
5,360
3,717
0
0
386,150
8,125
Administrative and support service activities
277,681
4,671
7,534
633
1,549
921
1,380
0
288,144
6,225
Public administration and defence, compulsory social security
2,344,095
8,771
178
6
223
223
0
0
2,344,496
8,999
Education
10,574
96
17,839
1,251
81
45
0
0
28,494
1,392
Human health services and social work activities
599,491
11,300
24,324
2,622
1,831
1,409
0
0
625,646
15,331
Arts, entertainment and recreation
63,939
1,204
2,581
285
632
434
0
0
67,152
1,923
Other services
85,104
954
3,913
291
2,013
1,274
0
0
91,030
2,519
Total
41,851,461
410,701
6,409,161
459,316
1,189,193
902,924
56,453
28,124
49,506,267
1,801,065
Loans to individuals include mortgage loans, consumer loans and overdrafts.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
109
46. Risk management (continued)
46.1 Credit risk (continued)
Sector analysis of loans granted and impairment allowance (continued)
Bank
31 December 2024
Stage 1
Stage 2
Stage 3
POCI
Total
Gross carrying
amount
Impairment
allowance
Gross carrying
amount
Impairment
allowance
Gross carrying
amount
Impairment
allowance
Gross carrying
amount
Impairment
allowance
Gross carrying
amount
Impairment
allowance
Individuals
21,185,547
101,158
5,175,939
373,149
850,925
649,588
22,143
3,869
27,234,554
1,127,764
Agriculture, forestry and fishing
1,545,227
31,465
228,174
18,003
13,220
8,042
47
0
1,786,668
57,510
Mining and quarrying
26,106
407
320
11
0
0
0
0
26,426
418
Manufacturing
3,291,430
55,996
165,961
14,202
48,684
38,643
2,553
919
3,508,628
109,760
Electricity, gas, steam and air
conditioning supply
1,225,085
18,634
41,914
57
295
170
0
0
1,267,294
18,861
Water supply
117,071
2,039
33,843
1,184
620
421
0
0
151,534
3,644
Construction
1,267,497
21,284
102,271
7,097
76,426
59,078
3,889
30
1,450,083
87,488
Wholesale and retail trade
5,709,308
86,289
387,254
26,452
23,272
16,545
2,461
238
6,122,295
129,524
Transport and storage
914,622
16,241
30,837
2,645
60,307
49,074
1,536
680
1,007,301
68,640
Accommodation and food service activities
519,064
9,861
16,029
1,332
30,414
23,103
0
0
565,507
34,296
Information and communication
876,289
14,422
3,608
266
1,338
853
0
0
881,235
15,541
Financial institutions
748,469
12,911
2,957
198
308
200
0
0
751,735
13,309
Real estate activities
480,056
9,778
15,138
595
19,677
19,087
22,444
22,388
537,315
51,848
Professional, scientific and technical activities
352,826
2,365
24,081
2,021
5,106
3,604
0
0
382,013
7,990
Administrative and support service activities
275,392
4,661
7,534
633
1,549
921
1,380
0
285,855
6,215
Public administration and defence, compulsory social security
2,344,095
8,771
178
6
223
223
0
0
2,344,496
8,999
Education
10,574
96
17,839
1,251
81
45
0
0
28,494
1,392
Human health services and social work activities
599,491
11,300
24,324
2,622
1,831
1,409
0
0
625,646
15,331
Arts, entertainment and recreation
63,939
1,204
2,581
285
632
434
0
0
67,152
1,923
Other services
84,950
955
3,913
291
1,716
1,200
0
0
90,578
2,445
Total
41,637,038
409,837
6,284,694
452,300
1,136,624
872,640
56,453
28,125
49,114,810
1,762,902
Loans to individuals include mortgage loans, consumer loans and overdrafts.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
110
46. Risk management (continued)
46.1 Credit risk (continued)
Analysis of collateral coverage – Loans and advances
Group
31 December 2025
Over -collateralized
exposure
Collaterals &
Guarantees
Under-collateralized
exposure
Collaterals &
Guarantees
Non-retail lending
3,238,064
7,438,184
20,573,574
3,060,964
Retail lending
18,488,665
36,788,151
13,618,603
530,271
Small business lending
385,681
883,001
1,325,637
283,861
Consumer lending
6,303
25,468
11,972,398
1,394
Residential real estate loans
18,096,681
35,879,682
320,567
245,016
Total
21,726,729
44,226,335
34,192,177
3,591,235
out of which non-performing
Non-retail lending
229,979
321,734
356,984
115,205
Retail lending
291,914
793,708
730,511
18,183
Small business lending
8,880
27,025
80,232
11,222
Consumer lending
1,086
1,956
641,471
90
Residential real estate loans
281,948
764,727
8,808
6,871
Total
521,893
1,115,442
1,087,495
133,388
31 December 2024
Over -collateralized
exposure
Collaterals &
Guarantees
Under-collateralized
exposure
Collaterals &
Guarantees
Non-retail lending
2,563,722
5,439,452
17,827,322
3,468,394
Retail lending
16,766,491
32,870,793
12,348,732
746,309
Small business lending
408,541
862,330
1,471,450
503,679
Consumer lending
7,184
26,062
10,566,646
1,740
Residential real estate loans
16,350,766
31,982,401
310,636
240,890
Total
19,330,213
38,310,245
30,176,054
4,214,703
out of which non-performing
Non-retail lending
121,989
262,342
158,560
75,290
Retail lending
324,571
824,842
597,881
20,251
Small business lending
7,521
22,350
54,867
10,617
Consumer lending
1,252
1,420
530,502
65
Residential real estate loans
315,798
801,072
12,512
9,569
Total
446,560
1,087,184
756,441
95,541
Residential real estate loans include also consumer secured loans.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
111
46. Risk management (continued)
46.1 Credit risk (continued)
Analysis of collateral coverage – Loans and advances (continued)
Bank
31 December 2025
Over -collateralized
exposure
Collaterals &
Guarantees
Under-collateralized
exposure
Collaterals &
Guarantees
Non-retail lending
2,986,252
7,024,992
20,552,730
3,052,086
Retail lending
18,389,312
36,576,684
13,597,617
522,920
Small business lending
286,328
671,534
1,304,652
276,510
Consumer lending
6,303
25,468
11,972,398
1,394
Residential real estate loans
18,096,681
35,879,682
320,567
245,016
Total
21,375,564
43,601,676
34,150,347
3,575,006
out of which non-performing
Non-retail lending
216,432
292,075
344,837
114,833
Retail lending
291,914
793,708
730,510
18,183
Small business lending
8,880
27,025
80,232
11,222
Consumer lending
1,086
1,956
641,471
90
Residential real estate loans
281,948
764,727
8,808
6,871
Total
508,347
1,085,783
1,075,348
133,016
31 December 2024
Over -collateralized
exposure
Collaterals &
Guarantees
Under-collateralized
exposure
Collaterals &
Guarantees
Non-retail lending
2,335,050
5,041,036
17,815,722
3,466,342
Retail lending
16,631,084
32,618,222
12,332,955
734,905
Small business lending
273,674
609,759
1,455,673
492,275
Consumer lending
7,184
26,062
10,566,646
1,740
Residential real estate loans
16,350,226
31,982,401
310,636
240,890
Total
18,966,134
37,659,258
30,148,677
4,201,247
out of which non-performing
Non-retail lending
106,890
228,637
147,146
73,238
Retail lending
324,571
824,842
597,881
20,251
Small business lending
7,521
22,350
54,867
10,617
Consumer lending
1,252
1,420
530,502
65
Residential real estate loans
315,798
801,072
12,512
9,569
Total
431,461
1,053,479
745,027
93,489
Residential real estate loans include also consumer secured loans.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
112
46. Risk management (continued)
46.1 Credit risk (continued)
Analysis of collateral coverage for finance lease receivables
31 December 2025
Over -collateralized
exposure
Collaterals &
Guarantees
Under-collateralized
exposure
Collaterals &
Guarantees
Non-retail lending
1,353,775
1,986,278
67,983
53,715
Retail lending
785,348
1,242,658
15,991
7,116
Small business lending (retail) & residential
785,348
1,242,658
15,991
7,116
Total
2,139,123
3,228,936
83,974
60,831
31 December 2024
Over -collateralized
exposure
Collaterals &
Guarantees
Under-collateralized
exposure
Collaterals &
Guarantees
Non-retail lending
1,289,367
1,856,739
76,376
45,622
Retail lending
733,122
1,155,246
13,413
8,321
Small business lending (retail) & residential
733,122
1,155,246
13,363
8,321
Consumer lending
-
-
50
-
Total
2,022,489
3,011,985
89,789
53,943
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
113
46. Risk management (continued)
46.1 Credit risk (continued)
Rating analysis of loans
Group
Retail lending
31 December 2025
Stage 1
Stage 2
Stage 3
POCI
Total
Gross carrying amount
Internal rating grade
Very good grade
20,511,303
471,973
-
-
20,983,277
Good grade
4,199,583
2,186,800
-
-
6,386,383
Standard grade
1,477,057
1,534,685
-
-
3,011,742
Sub-standard grade
-
570,991
-
11,517
582,508
Non- performing
-
-
1,015,453
6,972
1,022,425
(out of which) Individual assessment
-
-
12,118
1,138
13,256
Not rated internally
29,136
62,644
29,154
-
120,934
Total
26,217,079
4,827,093
1,044,607
18,489
32,107,268
ECL allowance
Internal rating grade
Very good grade
(36,472)
(3,771)
-
-
(40,243)
Good grade
(34,491)
(79,555)
-
-
(114,046)
Standard grade
(38,510)
(203,320)
-
-
(241,830)
Sub-standard grade
-
(172,075)
-
(20)
(172,095)
Non- performing
-
-
(728,728)
(4,552)
(733,280)
(out of which) Individual assessment
-
-
(8,063)
(360)
(8,423)
Not rated internally
(174)
(3,748)
(20,295)
-
(24,217)
Total
(109,647)
(462,469)
(749,023)
(4,572)
(1,325,711)
Net Carying amount
26,107,432
4,364,624
295,584
13,917
30,781,557
Non-Retail lending
31 December 2025
Stage 1
Stage 2
Stage 3
POCI
Total
Gross carrying amount
Internal rating grade
Good grade
16,899,311
124,375
-
-
17,023,686
Standard grade
5,531,660
227,632
-
-
5,759,292
Sub-standard grade
-
439,450
-
2,248
441,698
Non- performing
-
-
536,076
50,887
586,963
(out of which) Individual assessment
-
-
319,132
50,859
369,991
Total
22,430,971
791,457
536,076
53,135
23,811,639
ECL allowance
Internal rating grade
Good grade
(191,131)
(2,451)
-
-
(193,582)
Standard grade
(102,614)
(14,533)
-
-
(117,147)
Sub-standard grade
-
(37,522)
-
-
(37,522)
Non- performing
-
-
(248,299)
(10,784)
(259,083)
(out of which) Individual assessment
-
-
(182,433)
(10,798)
(193,231)
Total
(293,745)
(54,506)
(248,299)
(10,784)
(607,334)
Net Carying amount
22,137,226
736,951
287,777
42,351
23,204,304
Total
31 December 2025
Stage 1
Stage 2
Stage 3
POCI
Total
Gross carrying amount
Internal rating grade
Very good grade
20,511,303
471,973
-
-
20,983,276
Good grade
21,098,893
2,311,175
-
-
23,410,068
Standard grade
7,008,717
1,762,317
-
-
8,771,034
Sub-standard grade
-
1,010,441
-
13,765
1,024,206
Non- performing
-
-
1,551,529
57,858
1,609,387
(out of which) Individual assessment
-
-
331,250
51,997
383,247
Not rated internally
29,136
62,644
29,154
-
120,934
Total
48,648,049
5,618,550
1,580,683
71,624
55,918,905
ECL allowance
Internal rating grade
Very good grade
(36,472)
(3,771)
-
-
(40,243)
Good grade
(225,622)
(82,006)
-
-
(307,628)
Standard grade
(141,125)
(217,854)
-
-
(358,979)
Sub-standard grade
-
(209,597)
-
(20)
(209,617)
Non- performing
-
-
(977,027)
(15,336)
(992,363)
(out of which) Individual assessment
-
-
(190,496)
(11,158)
(201,654)
Not rated internally
(174)
(3,748)
(20,295)
-
(24,217)
Total
(403,393)
(516,976)
(997,322)
(15,356)
(1,933,047)
Net Carying amount
48,244,656
5,101,574
583,361
56,268
53,985,858
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
114
46. Risk management (continued)
46.1 Credit risk (continued)
Rating analysis of loans (continued)
Bank
Retail lending
31 December 2025
Stage 1
Stage 2
Stage 3
POCI
Total
Gross carrying amount
Internal rating grade
Very good grade
20,511,303
471,973
-
-
20,983,276
Good grade
4,199,583
2,186,800
-
-
6,386,383
Standard grade
1,477,057
1,534,685
-
-
3,011,742
Sub-standard grade
-
570,991
-
11,517
582,508
Non- performing
-
-
1,015,453
6,972
1,022,425
(out of which) Individual assessment
-
-
12,118
1,138
13,256
Not rated internally
595
-
-
-
595
Total
26,188,538
4,764,449
1,015,453
18,489
31,986,929
ECL allowance
Internal rating grade
Very good grade
(36,472)
(3,771)
-
-
(40,243)
Good grade
(34,491)
(79,555)
-
-
(114,046)
Standard grade
(38,510)
(203,320)
-
-
(241,831)
Sub-standard grade
-
(172,075)
-
(20)
(172,095)
Non- performing
-
-
(728,728)
(4,552)
(733,280)
(out of which) Individual assessment
-
-
(8,063)
(360)
(8,423)
Total
(109,473)
(458,722)
(728,728)
(4,572)
(1,301,496)
Net Carying amount
26,079,065
4,305,727
286,725
13,917
30,685,433
Non-Retail lending
31 December 2025
Stage 1
Stage 2
Stage 3
POCI
Total
Gross carrying amount
Internal rating grade
Good grade
16,736,461
120,735
-
-
16,857,196
Standard grade
5,474,006
217,244
-
-
5,691,250
Sub-standard grade
-
427,019
-
2,248
429,267
Non- performing
-
-
510,383
50,887
561,270
(out of which) Individual assessment
-
-
319,132
50,859
369,991
Total
22,210,467
764,998
510,383
53,135
23,538,983
ECL allowance
Internal rating grade
Good grade
(190,459)
(2,307)
-
-
(192,766)
Standard grade
(102,377)
(14,113)
-
-
(116,490)
Sub-standard grade
-
(37,030)
-
-
(37,030)
Non- performing
-
-
(232,505)
(10,784)
(243,289)
(out of which) Individual assessment
-
-
(182,433)
(10,798)
(193,231)
Total
(292,836)
(53,450)
(232,505)
(10,784)
(589,575)
Net Carying amount
21,917,631
711,548
277,878
42,351
22,949,408
Total
31 December 2025
Stage 1
Stage 2
Stage 3
POCI
Total
Gross carrying amount
Internal rating grade
Very good grade
20,511,303
471,973
-
-
20,983,276
Good grade
20,936,043
2,307,535
-
-
23,243,578
Standard grade
6,951,063
1,751,929
-
-
8,702,992
Sub-standard grade
-
998,009
-
13,765
1,011,774
Non- performing
-
-
1,525,836
57,858
1,583,694
(out of which) Individual assessment
-
-
331,250
51,997
383,247
Not rated internally
597
-
-
-
597
Total
48,399,006
5,529,446
1,525,836
71,623
55,525,911
ECL allowance
Internal rating grade
Very good grade
(36,472)
(3,771)
-
-
(40,243)
Good grade
(224,950)
(81,862)
-
-
(306,812)
Standard grade
(140,888)
(217,433)
-
-
(358,321)
Sub-standard grade
-
(209,105)
-
(20)
(209,125)
Non- performing
-
-
(961,233)
(15,336)
(976,569)
(out of which) Individual assessment
-
-
(190,496)
(11,158)
(201,654)
Total
(402,310)
(512,171)
(961,233)
(15,356)
(1,891,070)
Net Carying amount
47,996,696
5,017,275
564,603
56,267
53,634,841
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
115
46. Risk management (continued)
46.1 Credit risk (continued)
Rating analysis of loans (continued)
Group
Retail lending
31 December 2024
Stage 1
Stage 2
Stage 3
POCI
Total
Gross carrying amount
Very good grade
15,768,153
57,012
-
-
15,825,165
Good grade
4,994,898
3,352,984
-
-
8,347,882
Standard grade
1,803,961
1,390,142
-
-
3,194,103
Sub-standard grade
-
660,766
-
13,018
673,784
Non- performing
-
-
913,024
9,428
922,452
(out of which) Individual assessment
-
-
11,944
681
12,626
Not rated internally
36,375
89,410
26,052
-
151,837
Total
22,603,387
5,550,314
939,077
22,446
29,115,223
ECL allowance
Very good grade
(44,639)
(610)
-
-
(45,249)
Good grade
(31,103)
(85,005)
-
-
(116,108)
Standard grade
(37,868)
(149,956)
-
-
(187,824)
Sub-standard grade
-
(160,090)
-
(103)
(160,193)
Non- performing
-
-
(692,691)
(4,004)
(696,695)
(out of which) Individual assessment
-
-
(10,458)
(326)
(10,784)
Not rated internally
(189)
(5,476)
(13,879)
-
(19,544)
Total
(113,799)
(401,137)
(706,570)
(4,107)
(1,225,613)
Net Carying amount
22,489,588
5,149,177
232,506
18,339
27,889,610
Non-Retail lending
31 December 2024
Stage 1
Stage 2
Stage 3
POCI
Total
Gross carrying amount
Good grade
14,128,391
135,658
-
-
14,264,049
Standard grade
5,119,681
59,745
-
-
5,179,426
Sub-standard grade
-
663,444
-
3,574
667,018
Non- performing
-
-
250,116
30,434
280,550
(out of which) Individual assessment
-
-
189,267
30,375
219,642
Total
19,248,072
858,847
250,116
34,008
20,391,044
ECL allowance
Good grade
(193,425)
(2,745)
-
-
(196,170)
Standard grade
(103,478)
(3,287)
-
-
(106,765)
Sub-standard grade
-
(52,146)
-
-
(52,146)
Non- performing
-
-
(196,354)
(24,016)
(220,370)
(out of which) Individual assessment
-
-
(158,107)
(23,970)
(182,077)
Total
(296,903)
(58,178)
(196,354)
(24,016)
(575,451)
Net Carying amount
18,951,169
800,669
53,762
9,992
19,815,593
Total
31 December 2024
Stage 1
Stage 2
Stage 3
POCI
Total
Gross carrying amount
Very good grade
15,768,153
57,012
-
-
15,825,165
Good grade
19,123,290
3,488,642
-
-
22,611,932
Standard grade
6,923,643
1,449,887
-
-
8,373,530
Sub-standard grade
-
1,324,210
-
16,592
1,340,802
Non- performing
-
-
1,163,140
39,862
1,203,002
(out of which) Individual assessment
-
-
201,211
31,056
232,267
Not rated internally
36,374
89,410
26,052
-
151,836
Total
41,851,460
6,409,161
1,189,192
56,454
49,506,267
ECL allowance
Very good grade
(44,639)
(610)
-
-
(45,249)
Good grade
(224,528)
(87,750)
-
-
(312,278)
Standard grade
(141,346)
(153,243)
-
-
(294,589)
Sub-standard grade
-
(212,236)
-
(103)
(212,339)
Non- performing
-
-
(889,044)
(28,021)
(917,065)
(out of which) Individual assessment
-
-
(168,566)
(24,295)
(192,861)
Not rated internally
(190)
(5,476)
(13,879)
-
(19,545)
Total
(410,703)
(459,315)
(902,923)
(28,124)
(1,801,065)
Net Carying amount
41,440,757
5,949,846
286,269
28,330
47,705,202
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
116
46. Risk management (continued)
46.1 Credit risk (continued)
Rating analysis of loans (continued)
Bank
Retail lending
31 December 2024
Stage 1
Stage 2
Stage 3
POCI
Total
Gross carrying amount
Very good grade
15,768,152
57,012
-
-
15,825,164
Good grade
4,994,898
3,352,984
-
-
8,347,882
Standard grade
1,803,961
1,390,142
-
-
3,194,103
Sub-standard grade
-
660,766
-
13,018
673,784
Non- performing
-
-
913,024
9,428
922,452
(out of which) Individual assessment
-
-
11,944
681
12,625
Not rated internally
653
-
-
-
653
Total
22,567,664
5,460,904
913,024
22,446
28,964,038
ECL allowance
Very good grade
(44,639)
(610)
-
-
(45,249)
Good grade
(31,103)
(85,005)
-
-
(116,108)
Standard grade
(37,868)
(149,956)
-
-
(187,824)
Sub-standard grade
-
(160,090)
-
(103)
(160,193)
Non- performing
-
-
(692,691)
(4,004)
(696,695)
(out of which) Individual assessment
-
-
(10,458)
(326)
(10,784)
Total
(113,610)
(395,661)
(692,691)
(4,107)
(1,206,069)
Net Carying amount
22,454,054
5,065,243
220,333
18,339
27,757,969
Non-Retail lending
31 December 2024
Stage 1
Stage 2
Stage 3
POCI
Total
Gross carrying amount
Good grade
14,014,487
133,130
-
-
14,147,617
Standard grade
5,054,884
39,508
-
-
5,094,392
Sub-standard grade
-
651,154
-
3,574
654,728
Non- performing
-
-
223,601
30,434
254,035
(out of which) Individual assessment
-
-
189,267
30,375
219,642
Total
19,069,371
823,792
223,601
34,008
20,150,772
ECL allowance
Good grade
(192,995)
(2,635)
-
-
(195,630)
Standard grade
(103,233)
(2,395)
-
-
(105,628)
Sub-standard grade
-
(51,610)
-
-
(51,610)
Non- performing
-
-
(179,949)
(24,017)
(203,966)
(out of which) Individual assessment
-
-
(158,107)
(23,970)
(182,077)
Total
(296,228)
(56,640)
(179,949)
(24,017)
(556,834)
Net Carying amount
18,773,143
767,152
43,652
9,991
19,593,938
Total
31 December 2024
Stage 1
Stage 2
Stage 3
POCI
Total
Gross carrying amount
Very good grade
15,768,151
57,012
-
-
15,825,163
Good grade
19,009,385
3,486,114
-
-
22,495,499
Standard grade
6,858,846
1,429,649
-
-
8,288,495
Sub-standard grade
-
1,311,920
-
16,592
1,328,512
Non- performing
-
-
1,136,626
39,862
1,176,488
(out of which) Individual assessment
-
-
201,211
31,056
232,267
Not rated internally
653
-
-
-
653
Total
41,637,035
6,284,695
1,136,626
56,454
49,114,810
ECL allowance
Very good grade
(44,639)
(610)
-
-
(45,249)
Good grade
(224,097)
(87,640)
-
-
(311,737)
Standard grade
(141,101)
(152,351)
-
-
(293,452)
Sub-standard grade
-
(211,700)
-
(103)
(211,803)
Non- performing
-
-
(872,640)
(28,021)
(900,661)
(out of which) Individual assessment
-
-
(168,566)
(24,295)
(192,861)
Total
(409,837)
(452,301)
(872,640)
(28,124)
(1,762,902)
Net Carying amount
41,227,198
5,832,394
263,986
28,330
47,351,908
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
117
46. Risk management (continued)
46.1 Credit risk (continued)
Rating analysis of Finance Lease receivables
Retail
31 December 2025
Stage 1
Stage 2
Stage 3
Total
Gross carrying amount
Not rated internally
647,045
72,298
81,996
801,339
Total
647,045
72,298
81,996
801,339
ECL allowance
(3,953)
(4,324)
(30,905)
(39,182)
Net Carying amount
643,092
67,974
51,091
762,157
Non-Retail
31 December 2025
Stage 1
Stage 2
Stage 3
Total
Gross carrying amount
Internal rating grade
Very good grade
-
-
-
-
Good grade
825,615
23,252
-
848,867
Standard grade
395,277
78,307
-
473,584
Sub-standard grade
-
35,781
-
35,781
Non- performing
-
-
51,392
51,392
Not rated internally
-
11,400
735
12,135
Total
1,220,892
148,739
52,127
1,421,758
ECL allowance
(5,043)
(5,889)
(28,964)
(39,895)
Net Carying amount
1,215,849
142,850
23,163
1,381,863
Total
31 December 2025
Stage 1
Stage 2
Stage 3
Total
Gross carrying amount
Internal rating grade
Very good grade
-
-
-
-
Good grade
825,615
23,252
-
848,867
Standard grade
395,277
78,307
-
473,584
Sub-standard grade
-
35,781
-
35,781
Non- performing
-
-
51,392
51,392
Not rated internally
647,045
83,698
82,731
813,474
Total
1,867,937
221,038
134,123
2,223,098
ECL allowance
(8,996)
(10,213)
(59,869)
(79,078)
Net Carying amount
1,858,941
210,825
74,254
2,144,020
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
118
46. Risk management (continued)
46.1 Credit risk (continued)
Rating analysis of Finance Lease receivables (continued)
Retail
31 December 2024
Stage 1
Stage 2
Stage 3
Total
Gross carrying amount
Not rated internally
589,277
82,285
74,971
746,533
Total
589,277
82,285
74,971
746,533
ECL allowance
(3,162)
(5,062)
(31,909)
(40,134)
Net Carying amount
586,115
77,223
43,062
706,400
Non-Retail
31 December 2024
Stage 1
Stage 2
Stage 3
Total
Gross carrying amount
Internal rating grade
Good grade
718,715
27,758
-
746,472
Standard grade
433,975
65,224
-
499,199
Sub-standard grade
-
44,725
-
44,725
Non- performing
-
-
65,436
65,436
Not rated internally
-
9,451
459
9,910
Total
1,152,690
147,158
65,895
1,365,743
ECL allowance
(4,327)
(6,397)
(37,944)
(48,668)
Net Carying amount
1,148,363
140,761
27,951
1,317,075
Total
31 December 2024
Stage 1
Stage 2
Stage 3
Total
Gross carrying amount
Internal rating grade
Good grade
718,715
27,758
-
746,472
Standard grade
433,975
65,224
-
499,199
Sub-standard grade
-
44,725
-
44,725
Non- performing
-
-
65,436
65,436
Not rated internally
589,277
91,736
75,431
756,444
Total
1,741,967
229,443
140,867
2,112,276
ECL allowance
(7,489)
(11,459)
(69,853)
(88,801)
Net Carying amount
1,734,477
217,984
71,013
2,023,475
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
119
46. Risk management (continued)
46.1 Credit risk (continued)
Guarantees and other credit commitments
Guarantees and letters of credit
The Group and
Bank issues
guarantees and letters
of credit for
its customers. The
primary purpose
of letters
of credit is
to ensure that
funds are available to
a customer as required.
Guarantees and standby letters
of
credit, which
represent irrevocable assurances
that the
Group and
Bank will make
payments in
the event
that a customer cannot meet its obligations (delivery of goods, documents submitting, etc.) to third parties
with which
it entered previously
into a contractual
relationship, carry
a similar credit
risk as loans
once they
are executed.
The market
and credit
risks on
these financial
instruments, as
well as
the operational
risk are
similar to
those
arising
from
granting
of
loans.
In
the
event
of
a
claim
on
the
Group
and
Bank
as
a
result
of
a
customer’s default on a guarantee
these instruments also present
a degree of liquidity
risk to the Group and
Bank.
Credit related commitments
Financing commitments represent unused amounts of approved credit
facilities.
The
Group
and
Bank
monitors
the
term
to
maturity
of
credit
commitments
because
longer-term
commitments
generally
have
a
greater
degree
of
credit
risk
than
shorter-term
commitments.
The
total
outstanding contractual
amount of
commitments does
not necessarily
represent future
cash requirements
since many of these commitments will expire or be terminated without
being funded.
Group
Bank
31 December 2025
31 December 2024
31 December 2025
31 December 2024
Letters of guarantee granted
4,712,720
3,812,725
4,714,807
3,814,807
Financing commitments granted
10,088,306
6,599,441
10,042,466
6,552,233
Performance gurantees granted
4,322,800
3,954,091
4,322,800
3,954,091
Total commitments granted
19,123,826
14,366,257
19,080,073
14,321,131
Uncommitted facilities granted
13,380,871
12,534,451
13,417,167
12,569,814
Letters of guarantee received
34,505,775
32,614,640
34,505,775
32,614,640
Total commitments received
34,505,775
32,614,640
34,505,775
32,614,640
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
120
46. Risk management (continued)
46.1 Credit risk (continued)
Guarantees and other credit commitments (continued)
Credit quality analysis of commitments granted
Group
Retail
31 December 2025
Stage 1
Stage 2
Stage 3
Total
Internal rating grade
Very good grade
1,782,065
6,103
0
1,788,167
Good grade
661,788
47,939
0
709,728
Standard grade
98,479
27,789
0
126,269
Sub-standard grade
58
13,136
0
13,194
Non- performing
0
0
8,614
8,614
Not rated internally
5,693
0
0
5,693
Total commitments granted
2,548,084
94,967
8,614
2,651,665
Non-retail
31 December 2025
Stage 1
Stage 2
Stage 3
Total
Internal rating grade
Good grade
12,967,015
663,898
-
13,630,913
Standard grade
2,561,014
52,092
-
2,613,106
Sub-standard grade
-
123,602
-
123,602
Non- performing
-
-
104,541
104,541
Total commitments granted
15,528,029
839,592
104,541
16,472,162
Total
31 December 2025
Stage 1
Stage 2
Stage 3
Total
Internal rating grade
Very good grade
1,782,065
6,103
-
1,788,167
Good grade
13,628,803
711,837
-
14,340,640
Standard grade
2,659,494
79,881
-
2,739,374
Sub-standard grade
58
136,738
-
136,796
Non- performing
-
-
113,155
113,155
Not rated internally
5,693
-
-
5,693
Total commitments granted
18,076,113
934,559
113,155
19,123,827
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
121
46. Risk management (continued)
46.1 Credit risk (continued)
Guarantees and other credit commitments (continued)
Credit quality analysis of commitments granted (continued)
Bank
Retail
31 December 2025
Stage 1
Stage 2
Stage 3
Total
Internal rating grade
Very good grade
1,782,065
6,103
0
1,788,167
Good grade
661,788
47,939
0
709,728
Standard grade
98,479
27,789
0
126,269
Sub-standard grade
58
13,136
0
13,194
Non- performing
0
0
8,614
8,614
Total commitments granted
2,542,391
94,967
8,614
2,645,972
Non-retail
31 December 2025
Stage 1
Stage 2
Stage 3
Total
Internal rating grade
Good grade
12,939,489
663,898
-
13,603,387
Standard grade
2,551,231
51,340
-
2,602,570
Sub-standard grade
-
123,602
-
123,602
Non- performing
-
-
104,541
104,541
Total commitments granted
15,490,720
838,840
104,541
16,434,101
Total
31 December 2025
Stage 1
Stage 2
Stage 3
Total
Internal rating grade
Very good grade
1,782,065
6,103
-
1,788,167
Good grade
13,601,278
711,837
-
14,313,115
Standard grade
2,649,710
79,129
-
2,728,839
Sub-standard grade
58
136,738
-
136,796
Non- performing
-
-
113,155
113,155
Total commitments granted
18,033,111
933,807
113,155
19,080,073
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
122
46. Risk management (continued)
46.1 Credit risk (continued)
Guarantees and other credit commitments (continued)
Credit quality analysis of commitments granted (continued)
Group
Retail
31 December 2024
Stage 1
Stage 2
Stage 3
Total
Internal rating grade
Very good grade
1,644,568
1,190
0
1,645,758
Good grade
611,054
39,811
0
650,865
Standard grade
104,796
22,535
0
127,331
Sub-standard grade
59
11,217
0
11,276
Non- performing
0
0
7,768
7,768
Not rated internally
10,279
1,267
0
11,546
Total commitments granted
2,370,755
76,020
7,768
2,454,543
Non-retail
31 December 2024
Stage 1
Stage 2
Stage 3
Total
Internal rating grade
Good grade
9,169,203
705,245
-
9,874,448
Standard grade
1,587,909
220,779
-
1,808,688
Sub-standard grade
-
103,875
-
103,875
Non- performing
-
-
124,702
124,702
Total commitments granted
10,757,112
1,029,899
124,702
11,911,713
Total
31 December 2024
Stage 1
Stage 2
Stage 3
Total
Internal rating grade
Very good grade
1,644,568
1,190
-
1,645,758
Good grade
9,780,257
745,056
-
10,525,313
Standard grade
1,692,705
243,314
-
1,936,019
Sub-standard grade
59
115,092
-
115,151
Non- performing
-
-
132,470
132,470
Not rated internally
10,279
1,267
-
11,546
Total commitments granted
13,127,868
1,105,918
132,470
14,366,256
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
123
46. Risk management (continued)
46.1 Credit risk (continued)
Guarantees and other credit commitments (continued)
Credit quality analysis of commitments granted (continued)
Bank
Retail
31 December 2024
Stage 1
Stage 2
Stage 3
Total
Internal rating grade
Very good grade
1,644,568
1,190
0
1,645,758
Good grade
611,054
39,811
0
650,865
Standard grade
104,796
22,535
0
127,331
Sub-standard grade
59
11,217
0
11,276
Non- performing
0
0
7,768
7,768
Total commitments granted
2,360,477
74,752
7,768
2,442,997
Non-retail
31 December 2024
Stage 1
Stage 2
Stage 3
Total
Internal rating grade
Good grade
9,148,655
704,840
-
9,853,495
Standard grade
1,579,040
218,762
-
1,797,803
Sub-standard grade
-
103,875
-
103,875
Non- performing
-
-
122,961
122,961
Total commitments granted
10,727,696
1,027,477
122,961
11,878,134
Total
31 December 2024
Stage 1
Stage 2
Stage 3
Total
Internal rating grade
Very good grade
1,644,568
1,190
-
1,645,758
Good grade
9,759,710
744,651
-
10,504,360
Standard grade
1,683,836
241,297
-
1,925,134
Sub-standard grade
59
115,092
-
115,151
Non- performing
-
-
130,729
130,729
Total commitments granted
13,088,173
1,102,229
130,729
14,321,131
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
124
46. Risk management (continued)
46.1 Credit risk (continued)
Guarantees and other credit commitments (continued)
Credit quality analysis of uncommitted facilities granted
Group
Bank
Retail
Retail
31 December 2025
31 December 2024
31 December 2025
31 December 2024
Internal rating grade
Good grade
6,315
27,623
6,315
27,623
Standard grade
185,019
4,635
185,019
4,635
Sub-standard grade
3,134
890
3,134
890
Non- performing
55
678
55
678
Total uncommited facilities
granted
194,523
33,827
194,523
33,827
Non-retail
Non-retail
31 December 2025
31 December 2024
31 December 2025
31 December 2024
Internal rating grade
Good grade
10,236,975
9,800,167
10,273,272
9,835,532
Standard grade
2,702,290
2,388,557
2,702,290
2,388,557
Sub-standard grade
224,792
271,036
224,792
271,036
Non- performing
22,291
40,863
22,290
40,863
Total uncommited facilities
granted
13,186,348
12,500,623
13,222,644
12,535,988
Total
Total
31 December 2025
31 December 2024
31 December 2025
31 December 2024
Internal rating grade
Very good grade
-
-
-
-
Good grade
10,243,290
9,827,791
10,279,587
9,863,155
Standard grade
2,887,309
2,393,192
2,887,309
2,393,192
Sub-standard grade
227,926
271,926
227,926
271,926
Non- performing
22,346
41,541
22,345
41,541
Total uncommited facilities
granted
13,380,871
12,534,450
13,417,167
12,569,814
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
125
46. Risk management (continued)
46.2 Market risk
Market
risk
is
defined as
the
risk
of
registering losses
related
to
the
on
and
off-balance
sheet
positions
arising from unfavorable movements of market parameters (FX rates, interest rates, share prices, etc.) and
that might be incurred both by the trading book portfolio and by certain
banking book positions (structural
portfolio).
The management of
market risks is
a continuous
process, whose primary
aim is
to identify,
measure and
control the market risks induced by the business activities undergone by the entity.
Trading Book related market risks
The
trading
activity’s
business
model
is
mainly
driven
by
the
clients’
requests,
the
trading
portfolio
comprising mostly
foreign exchange
spot transactions,
transactions
with bonds
issued
by the
Romanian
Government (outright or reversible
transactions), forward and swap
deals on foreign exchange
or interest
rate, as well as options on different underlying (foreign exchange, interest rates and
equities).
Although the trading book
portfolio generates a small
portion of the Bank’s entire exposure
to market risks
(mainly
interest
rate
risk
and
foreign
exchange
risk),
it
is
monitored
separately from
the
banking
book
portfolio. The
identified risks
are further
reported to
the bank’s
management and
to the
Group, ensuring
timely distribution of accurate information for the decision-making processes.
The foundation
of an
efficient management
framework addressing
market risks
relies on
the main
principles
listed below:
●
frequent update of
the risk
management policy and
framework, to comply
with regulatory requisites,
permanently adapted to market evolutions and internal changes;
●
ongoing improvement of the market risk practice, aligned with the best
market practices;
●
validation of valuation techniques used to calculate risks metrics and results;
●
defining risk measurement models and provisions for the market
risks assumed (reserves);
●
authorization of various market risk limits, consistent with the stated
market risk appetite;
●
approval
of
the
instruments
allowed
for
trading
(new
products
or
significant
changes
of
existing
products);
●
involvement in designing the functionalities of the IT systems, data
flows and operational procedures;
●
monitoring
and
analyzing
exposures
and
compliance
with
the
limits,
periodical
dissemination
of
essential data mirroring the bank’s exposure to market risks to the management bodies.
On an annual basis, the market risk appetite is approved by the
Board of Directors, being aligned with the
Bank’s
business strategy.
The top-down approach transposes this
high-level indicator into limits, notified
to
middle
management
and
executive
functions,
calibrated
on
different
measurement
types
(nominal,
sensitivity, stress test results, VaR
and SVaR
levels).
The
assesment
process
of
trading
book
related
market
risks
is
designed
according
with
the
Group’s
methodology, combining three main risk approaches:
●
Trading VaR,
accompanied by SVaR;
●
Stress test scenarios, based on shocks derived from historical and hypothetical
scenarios;
●
Complementary
indicators
(sensitivities,
nominal,
etc.)
which
decompose
the
global
indicators
into
specific ones, enabling the identification
of risk areas, concentration on products
and/or maturities that
might generate important risks unrevealed by the global risk metrics.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
126
46. Risk management (continued)
Foreign exchange risk
The foreign
exchange risk
is the
risk of
loss resulting
from changes
in exchange
rates, monitored
for all
books. The Group and
Bank manage the
foreign currency risk
by using limits for
the open foreign currency
positions both by currency and at the level of global foreign currency position.
The table below indicates the currencies
to which the Group and Bank had
an exposure as of 31 December
on its
assets and
liabilities. The
analysis calculates
the effect
of a
reasonably possible
movement of
the
currency rate against
RON, with all
other variables held
constant, on the
income statement and
equity.
A
negative amount
in the
table reflects
a potential
net reduction
in income
statement or
equity, while a
positive
amount reflects
a net
potential increase.
An equivalent
decrease in
each of
the below
currencies against
RON would have resulted in an equivalent but opposite impact.
The estimated impact below does not include the impact recorded in
income statement of the period:
Group
Bank
2025
Currency
Change in currency
rate %
Effect on profit
before tax
Effect on equity
Change in currency
rate %
Effect on profit
before tax
Effect on equity
EUR
+5
(207,400)
(19,636)
+5
(207,254)
(19,636)
Other
+5
(9,335)
(548)
+5
(9,318)
(548)
Group
Bank
2024
Currency
Change in currency
rate %
Effect on profit
before tax
Effect on equity
Change in currency
rate %
Effect on profit
before tax
Effect on equity
EUR
+5
(204,542)
(24,352)
+5
(204,633)
(24,352)
Other
+5
(8,962)
(1,676)
+5
(8,943)
(1,676)
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
127
46. Risk management (continued)
46.2 Market risk (continued)
The Group and the Bank financial assets and liabilities position structured
by currency is presented below:
Group
Bank
31 December 2025
31 December 2025
ASSETS
Total
RON
EUR
Other
Total
RON
EUR
Other
Cash and cash equivalents
12,080,387
9,641,552
2,072,398
366,437
12,080,309
9,641,474
2,072,398
366,437
Due from banks
6,496,727
249,098
6,024,471
223,158
6,496,727
249,098
6,024,471
223,158
Derivatives and other financial instruments held for trading
2,515,304
2,199,719
190,586
124,999
2,485,530
2,169,945
190,586
124,999
Financial assets at fair value through profit and loss
10,374
8,846
1,528
-
10,374
8,846
1,528
-
Financial assets at fair value through other comprehensive
income
11,257,882
6,828,824
4,234,071
194,987
11,257,882
6,828,824
4,234,071
194,987
Financial assets at amortised cost
61,059,450
45,316,109
15,136,245
607,096
60,708,431
45,315,028
14,786,307
607,096
Loans and advances to customers
53,985,859
41,008,870
12,771,681
205,308
53,634,840
41,007,788
12,421,743
205,308
Debt securities
7,073,591
4,307,240
2,364,564
401,787
7,073,591
4,307,240
2,364,565
401,787
Financial lease receivables
2,144,020
50,934
2,093,086
-
-
-
-
-
Other financial assets
195,089
113,072
82,062
-45
177,651
95,620
82,076
-45
Total assets
95,759,233
64,408,154
29,834,447
1,516,632
93,216,904
64,308,835
27,391,437
1,516,632
LIABILITIES
Due to banks
1,239,312
1,122,603
87,671
29,038
1,239,312
1,122,603
87,671
29,038
Derivatives and other financial instruments held for trading
977,448
866,645
110,066
737
977,448
866,645
110,066
737
Due to customers
75,045,129
52,086,362
19,553,631
3,405,136
75,504,639
52,409,011
19,690,492
3,405,136
Borrowed funds
7,441,554
65
7,441,489
-
4,849,166
65
4,849,101
-
Subordinated debts
1,276,400
-
1,276,400
-
1,276,400
-
1,276,400
-
Other financial liabilities
734,815
380,537
345,709
8,569
685,515
348,992
328,294
8,229
Total liabilities
86,714,658
54,456,212
28,814,966
3,443,480
84,532,480
54,747,316
26,342,024
3,443,140
Position
9,951,942
1,019,481
(1,926,848)
-
9,561,519
1,049,413
(1,926,508)
Position off BS
(1,107,545)
(837,917)
1,945,462
-
(1,107,545)
(837,917)
1,945,462
Position total
8,844,397
181,564
18,614
-
8,453,974
211,496
18,954
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
128
46. Risk management (continued)
46.2 Market risk (continued)
Group
Bank
31 December 2024
31 December 2024
ASSETS
Total
RON
EUR
Other
Total
RON
EUR
Other
Cash and cash equivalents
8,658,035
6,188,426
2,097,804
371,805
8,657,954
6,188,345
2,097,804
371,805
Due from banks
6,313,423
220,738
6,078,128
14,557
6,313,423
220,738
6,078,128
14,557
Derivatives and other financial instruments held for trading
1,842,562
1,382,505
431,765
28,292
1,810,504
1,350,447
431,765
28,292
Financial assets at fair value through profit and loss
9,208
7,928
1,280
-
9,208
7,928
1,280
-
Financial assets at fair value through other comprehensive income
12,164,852
7,861,780
4,111,232
191,840
12,164,852
7,861,780
4,111,232
191,840
Financial assets at amortised cost
54,812,982
41,597,552
12,352,574
862,856
54,459,688
41,595,572
12,001,260
862,856
Loans and advances to customers
47,705,202
37,079,435
10,436,241
189,526
47,351,908
37,077,456
10,084,926
189,526
Debt securities
7,107,780
4,518,117
1,916,333
673,330
7,107,780
4,518,117
1,916,333
673,330
Financial lease receivables
2,023,475
77,907
1,945,568
-
-
-
-
-
Other financial assets
256,192
123,028
132,812
352
239,499
106,335
132,812
352
Total assets
86,080,729
57,459,864
27,151,163
1,469,702
83,655,128
57,331,145
24,854,281
1,469,702
LIABILITIES
Due to banks
1,477,293
1,360,605
86,562
30,126
1,477,293
1,360,605
86,562
30,126
Derivatives and other financial instruments held for trading
524,010
359,216
161,397
3,397
524,010
359,216
161,397
3,397
Due to customers
67,935,142
46,556,690
17,593,232
3,785,220
68,215,487
46,808,952
17,621,314
3,785,221
Borrowed funds
6,554,915
288
6,554,627
-
4,234,105
288
4,233,817
-
Subordinated debts
1,245,458
-
1,245,458
-
1,245,458
-
1,245,458
-
Other financial liabilities
627,070
269,110
349,428
8,532
584,957
236,867
339,943
8,147
Total liabilities
78,363,888
48,545,909
25,990,704
3,827,275
76,281,310
48,765,928
23,688,491
3,826,891
Position
8,913,955
1,160,459
(2,357,573)
-
8,565,217
1,165,790
(2,357,189)
Position off BS
(1,324,713)
(1,055,908)
2,380,621
-
(1,324,713)
(1,055,908)
2,380,621
Position total
7,589,242
104,551
23,048
-
7,240,504
109,882
23,432
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
129
46. Risk management (continued)
46.2 Market risk (continued)
Interest rate risk
Interest rate risk arises from the
possibility that changes in interest
rates will affect future cash flows or
the
fair
values
of
financial
instruments.
BRD
-
Groupe
Société
Générale
manages
interest
rate
risk
mainly
through the sensitivity
of the net
present value (NPV), measured
as the sensitivity
to a set
of interest rate
shocks of the present value of the future principal and interest cash flows of all items in the banking book,
balance
sheet
and
off-balance
sheet.
This
measure
is
calculated
for
all
currencies to
which
the
Bank
is
exposed.
Assets and liabilities are analyzed without
a prior allocation of resources to uses.
Maturities of outstanding
amounts are determined by considering the
contractual characteristics of the transactions, adjusted for
the
results
of
customer
behavior
modelling
(in
particular
for
demand
deposits,
savings
and
early
loan
repayments).
In accordance with
the Group’s policy, positions are
monitored on a
regular basis
and appropriate
strategies
are used to ensure that they are maintained within the established limits.
The following table
demonstrates the sensitivity to
a reasonable possible change
in interest rates,
with all
other variables held constant, of the Group’s and Bank’s banking book.
Group
Bank
31 December 2025
31 December 2025
Change in interest
rate (b.p)
Sensitivity (MRON)
Change in interest
rate (b.p)
Sensitivity (MRON)
10
(23)
10
(22)
(10)
23
(10)
22
31 December 2024 Revised
31 December 2024 Revised
Change in interest
rate (b.p)
Sensitivity (MRON)
Change in interest
rate (b.p)
Sensitivity (MRON)
10
(34)
10
(33)
(10)
34
(10)
33
The Bank performed reclassifications to
enhance presentation and corresponding comparatives have been
re-classified accordingly.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
130
46. Risk management (continued)
46.3 Liquidity risk
The liquidity risk is
associated either with
the difficulty of an enterprise
to raise necessary funds
in order to
meet commitments or with its inability to monetize a financial asset quickly and for an amount close to its
fair value.
The Group
manages the
exposure to
the liquidity
risk using
a specific
framework designed
to manage
it
both under normal
day-to-day conditions and in the
event of a potential
liquidity crisis. The liquidity
risk
management
approach
starts
at
the
intraday
level
managing
the
daily
payments
flows,
forecasting
and
managing cash flows, and factoring in the access to central
bank monetary policy operations and standing
facilities. It
then covers
a longer-term
perspective, comprising
the maturity
profile of
all assets
and liabilities
and the funding strategy.
The
liquidity
risk
position,
under
normal
conditions,
is
measured
at
consolidated
level
using
the
static
liquidity gaps indicator and
the two liquidity ratios
defined by CRD IV:
Liquidity Coverage Ratio (LCR)
and Net
Stable Funding
Ratio (NSFR).
Static liquidity
gap
is defined
as the
difference between
the expected
future inflows and outflows related to the current
transactions (no new business included), determined for
each
time
bucket
and
currency
based
on
the
contractual
maturity
of
the
transactions,
considering
also
embedded options (e.g. prepayment for loans, term deposits) or, for non-maturing products
(the main ones
being: current
accounts, fixed assets,
other assets, equity,
other liabilities), based
on a
maturity modelled
using historical client behaviour or a conventional
maturity. For each budgeting and planning exercise, the
future funding
needs are
assessed starting
from the
actual liquidity
position and
budgeted evolution
of assets
and
liabilities.
When
a
deficit
is
expected,
funding
solutions
are
assessed
and
appropriate
actions
are
planned.
As regards
LCR and
NSFR, the
limits imposed
by the
regulation in
force was
respected throughout
the
entire year.
The Group performs liquidity risk stress tests on a quarterly basis to identify and quantify its exposures to
possible liquidity stresses, analysing potential impacts on the
cash flows and liquidity position. The Group
is considering 3
liquidity crisis scenarios:
specific to the
Group (idiosyncratic), systemic
and a combination
of both. The Group
maintains a liquidity
buffer of unencumbered, high
quality liquid assets
as an insurance
against
a
range
of
liquidity
stress
scenarios.
A
contingency
funding
plan
is
designed
to
protect
the
stakeholders’ interests and to ensure positive outcome in the event of
a liquidity crisis.
Liquidity management
As of
31 December
2025 and
31 December
2024
the Bank
has complied
with all
the regulatory
requirements
regarding liquidity
management. The
Bank has
a solid
and diversified
deposits base,
with 61%
in Retail
deposits and 89% of customer deposits in total liabilities.
The
Bank
uses
external
funding,
which
is
provided
by
Société
Générale
to
answer
MREL
and
capital
requirements.
At
the
end
of
December
2025,
the
amount
of
funding
is
in
amount
of
1,200,000
KEUR
(6,118,200
KRON equivalent),
which consist
on 950,000
KEUR (4,843,575
KRON equivalent)
of SNP
and
250,000
KEUR
(1,274,625
KRON
equivalent)
of
subordinated
loans.
The
NSFR
was
above
the
regulatory limits as of 31 December 2025.
The
structure
of
funding
base
confirms
the
stability
of
funding
resources
and
a
proper
calibration
to
minimize potential
impacts of
liquidity crisis
on bank’s liquidity
situation. The
stress testing
exercise shows
a
solid level
of
LCR, well
above the
regulatory threshold.
The Bank
holds sufficient
liquidity buffer
to
cover the
outflows under the
combined scenario. The
follow up
of the
liquidity buffer
is done
on a
daily
basis as part of the daily liquidity dashboard which allows to properly
monitor its sufficiency.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
131
46. Risk management (continued)
46.3 Liquidity risk (continued)
At the end of December 2025
all liquidity ratios are within
the thresholds and limits according
to approved
risk appetite statement and at the same time in compliance with
regulatory requirements, being well above
minimum levels.
The maturity
structure of
the Group’s
and the
Bank’s
assets and
liabilities as
at 31
December 2025
and
2024, presented according to the mentions above, is as follows:
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
132
46. Risk management (continued)
46.3 Liquidity risk (continued)
Group
31 December 2025
Total
0-1 months
1-3 months
3-12 months
1-5 years
Over 5 years
ASSETS
Cash and cash equivalents
12,080,387
5,191,672
956,807
2,000,957
3,191,286
739,665
Due from banks
6,496,727
1,419,827
4,949,395
-
127,505
-
Derivatives and other financial instruments held for trading
2,515,304
1,318,737
13,902
215,701
394,238
572,726
Financial assets at fair value through profit and loss
10,374
3,636
-
-
-
6,738
Financial assets at fair value through other comprehensive
income
11,257,882
(1,192,225)
1,403,742
1,003,678
5,196,586
4,846,101
Financial assets at amortised cost
61,059,450
4,262,192
3,273,916
12,720,840
23,960,071
16,842,431
Loans and advances to customers
53,985,859
4,278,924
3,265,559
12,450,276
20,698,160
13,292,940
Debt securities
7,073,591
(16,731)
8,357
270,564
3,261,910
3,549,491
Financial lease receivables
2,144,020
69,600
162,749
641,381
1,277,671
(7,381)
Other financial assets
195,089
29,211
4,644
21,551
114,550
25,133
Total assets
95,759,233
11,102,650
10,765,155
16,604,108
34,261,907
23,025,413
LIABILITIES
Due to banks
1,239,312
1,239,312
-
-
-
-
Derivatives and other financial instruments held for trading
977,448
341,397
-
69,044
138,422
428,585
Due to customers
75,045,129
18,410,218
8,776,796
16,275,378
20,956,209
10,626,528
Borrowed funds
7,441,554
102,585
176,027
737,447
6,425,495
-
Subordinated debts
1,276,400
1,775
-
509,850
764,775
-
Other financial liabilities
734,815
10,548
19,880
93,269
475,236
135,882
Total liabilities
86,714,658
20,105,835
8,972,703
17,684,988
28,760,137
11,190,995
Gap
(9,003,185)
1,792,452
(1,080,880)
5,501,770
11,834,418
Cumulative gap
(9,003,185)
(7,210,733)
(8,291,613)
(2,789,843)
9,044,575
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
133
46. Risk management (continued)
46.3 Liquidity risk (continued)
Group
31 December 2024
Total
0-1 months
1-3 months
3-12 months
1-5 years
Over 5 years
ASSETS
Cash and cash equivalents
8,658,035
2,308,728
1,219,522
5,129,785
-
-
Due from banks
6,313,423
795,131
5,518,292
-
-
-
Derivatives and other financial instruments held for trading
1,842,562
759,480
349,258
185,199
339,977
208,648
Financial assets at fair value through profit and loss
9,208
77
154
691
3,683
4,603
Financial assets at fair value through other comprehensive
income
12,164,852
(1,698,845)
1,172,631
1,638,687
4,566,628
6,485,751
Financial assets at amortised cost
54,812,982
3,292,506
2,770,782
11,585,986
22,333,931
14,829,777
Loans and advances to customers
47,705,202
3,142,572
2,770,782
11,044,133
19,704,720
11,042,995
Debt securities
7,107,780
149,933
-
541,853
2,629,212
3,786,782
Financial lease receivables
2,023,475
259,875
742,189
359,032
662,379
-
Other financial assets
256,192
4,270
8,540
38,429
204,953
-
Total assets
86,080,729
5,721,222
11,781,368
18,937,809
28,111,551
21,528,779
LIABILITIES
Due to banks
1,477,293
1,477,293
-
-
-
-
Derivatives and other financial instruments held for trading
524,010
524,010
-
-
-
-
Due to customers
67,935,142
16,616,970
5,755,785
13,115,074
21,885,966
10,561,347
Borrowed funds
6,554,915
87,303
1,208,711
2,548,078
1,922,117
788,706
Subordinated debts
1,245,458
1,933
-
-
1,243,525
-
Other financial liabilities
627,070
8,078
17,855
56,095
412,199
132,843
Total liabilities
78,363,888
18,715,587
6,982,351
15,719,247
25,463,807
11,482,896
Gap
(12,994,365)
4,799,017
3,218,562
2,647,744
10,045,883
Cumulative gap
(12,994,365)
(8,195,348)
(4,976,786)
(2,329,042)
7,716,841
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
134
46. Risk management (continued)
46.3 Liquidity risk (continued)
Bank
31 December 2025
Total
0-1 months
1-3 months
3-12 months
1-5 years
Over 5 years
ASSETS
Cash and cash equivalents
12,080,309
5,191,668
956,802
2,000,934
3,191,240
739,665
Due from banks
6,496,727
1,419,827
4,949,395
-
127,505
-
Derivatives and other financial instruments held for trading
2,485,530
1,318,739
13,902
215,701
394,238
542,950
Financial assets at fair value through profit and loss
10,374
3,636
-
-
-
6,738
Financial assets at fair value through other comprehensive income
11,257,882
(1,192,225)
1,403,742
1,003,678
5,196,586
4,846,101
Financial assets at amortised cost
60,708,431
4,249,926
3,250,571
12,612,603
23,749,958
16,845,373
Loans and advances to customers
53,634,840
4,266,657
3,242,213
12,342,039
20,488,047
13,295,884
Debt securities
7,073,591
(16,731)
8,357
270,564
3,261,911
3,549,490
Other financial assets
177,651
28,919
4,063
18,936
100,600
25,133
Total assets
93,216,904
11,020,490
10,578,475
15,851,852
32,760,127
23,005,960
LIABILITIES
Due to banks
1,239,312
1,239,312
-
-
-
-
Derivatives and other financial instruments held for trading
977,448
341,397
-
69,044
138,422
428,585
Due to customers
75,504,639
18,869,729
8,776,796
16,275,378
20,956,209
10,626,527
Borrowed funds
4,849,166
4,330
70
325
4,844,440
1
Subordinated debts
1,276,400
1,775
-
509,850
764,775
-
Other financial liabilities
685,515
9,685
18,279
85,679
436,140
135,732
Total liabilities
84,532,480
20,466,228
8,795,145
16,940,276
27,139,986
11,190,845
Gap
(9,445,738)
1,783,330
(1,088,424)
5,620,141
11,815,115
Cumulative gap
(9,445,738)
(7,662,408)
(8,750,832)
(3,130,691)
8,684,424
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
135
46. Risk management (continued)
46.3 Liquidity risk (continued)
Bank
31 December 2024
Total
0-1 months
1-3 months
3-12 months
1-5 years
Over 5 years
ASSETS
Cash and cash equivalents
8,657,954
2,308,647
1,219,522
5,129,785
-
-
Due from banks
6,313,423
795,131
5,518,292
-
-
-
Derivatives and other financial instruments held for trading
1,810,504
759,480
349,258
185,199
307,919
208,648
Financial assets at fair value through profit and loss
9,208
77
154
691
3,683
4,603
Financial assets at fair value through other comprehensive income
12,164,852
(1,698,845)
1,172,631
1,638,687
4,566,628
6,485,751
Financial assets at amortised cost
54,459,688
3,264,884
2,664,056
11,472,656
22,228,314
14,829,778
Loans and advances to customers
47,351,908
3,114,952
2,664,056
10,930,801
19,599,103
11,042,996
Debt securities
7,107,780
149,933
-
541,853
2,629,212
3,786,782
Other financial assets
239,499
3,992
7,983
35,925
191,599
-
Total assets
83,655,128
5,433,366
10,931,896
18,462,943
27,298,144
21,528,781
LIABILITIES
Due to banks
1,477,293
1,477,293
-
-
-
-
Derivatives and other financial instruments held for trading
524,010
524,010
-
-
-
-
Due to customers
68,215,487
16,806,145
5,846,785
13,115,074
21,885,966
10,561,517
Borrowed funds
4,234,105
4,009
109
2,239,096
1,244,775
746,116
Subordinated debts
1,245,458
1,933
-
-
1,243,525
-
Other financial liabilities
584,957
7,376
16,451
49,778
378,508
132,844
Total liabilities
76,281,310
18,820,766
5,863,345
15,403,948
24,752,774
11,440,477
Gap
(13,387,400)
5,068,551
3,058,995
2,545,369
10,088,303
Cumulative gap
(13,387,400)
(8,318,849)
(5,259,854)
(2,714,485)
7,373,818
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
136
46. Risk management (continued)
46.3 Liquidity risk (continued)
Future undiscounted cash flows
The tables below summarize the maturity profile of the financial liabilities
based on contractual undiscounted repayment obligations.
Group
31 December 2025
Total
0-1 months
1-3 months
3-12 months
1-5 years
Over 5 years
LIABILITIES
Due to banks
1,240,570
1,240,570
-
-
-
-
Derivatives and other financial instruments held for trading
1,044,562
348,382
9,800
80,922
177,791
427,667
Due to customers
75,390,802
54,574,271
8,421,512
11,161,144
903,984
329,891
Borrowed funds
8,093,868
90,260
212,620
924,740
6,866,248
-
Subordinated debt
1,369,776
-
17,320
562,710
789,746
-
Creditors - Lease liabilities
337,895
4,729
7,200
33,484
156,599
135,883
Other financial liabilities except for fair values of derivatives
396,918
396,918
-
-
-
-
Letters of guarantee granted
4,712,720
4,712,720
-
-
-
-
Financing commitments granted
14,411,106
14,411,106
-
-
-
-
Total liabilities
106,998,217
75,778,956
8,668,452
12,763,000
8,894,368
893,441
Group
31 December 2024 Revised
Total
0-1 months
1-3 months
3-12 months
1-5 years
Over 5 years
LIABILITIES
Due to banks
1,479,453
1,479,453
-
-
-
-
Derivatives and other financial instruments held for trading
615,799
511,661
(11,831)
26,012
85,732
4,225
Due to customers
69,632,983
19,053,371
5,909,737
13,317,121
20,696,651
10,656,103
Borrowed funds
7,238,856
79,378
183,614
3,073,013
3,156,736
746,115
Subordinated debt
1,254,323
1,933
8,787
78
1,243,525
-
Creditors - Lease liabilities
329,305
4,427
7,142
32,103
152,618
133,015
Other financial liabilities except for fair values of derivatives
297,765
297,764
-
-
1
-
Letters of guarantee granted
3,812,725
3,812,725
-
-
-
-
Financing commitments granted
10,553,532
10,553,532
-
-
-
-
Total liabilities
95,214,741
35,794,244
6,097,449
16,448,327
25,335,263
11,539,458
The Bank performed reclassifications to enhance presentation and corresponding
comparatives have been re-classified accordingly.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
137
46. Risk management (continued)
46.3 Liquidity risk (continued)
Future undiscounted cash flows (continued)
Bank
31 December 2025
Total
0-1 months
1-3 months
3-12 months
1-5 years
Over 5 years
LIABILITIES
Due to banks
1,240,570
1,240,570
-
-
-
-
Derivatives and other financial instruments held for trading
1,044,563
348,383
9,800
80,922
177,791
427,667
Due to customers
75,850,783
55,034,252
8,421,512
11,161,144
903,984
329,891
Borrowed funds
5,441,429
102
31,419
157,276
5,252,632
-
Subordinated debt
1,369,776
-
17,320
562,710
789,746
-
Creditors - Lease liabilities
334,505
4,627
6,998
32,620
154,528
135,732
Other financial liabilities except for fair values of derivatives
351,010
351,010
-
-
-
-
Letters of guarantee granted
4,714,807
4,714,807
-
-
-
-
Financing commitments granted
14,365,266
14,365,266
-
-
-
-
Total liabilities
104,712,709
76,059,017
8,487,049
11,994,672
7,278,681
893,290
Bank
31 December 2024 Revised
Total
0-1 months
1-3 months
3-12 months
1-5 years
Over 5 years
LIABILITIES
Due to banks
1,479,453
1,479,453
-
-
-
-
Derivatives and other financial instruments held for trading
615,799
511,661
(11,831)
26,012
85,732
4,225
Due to customers
69,914,532
19,242,615
6,001,872
13,317,121
20,696,651
10,656,273
Borrowed funds
4,829,088
4,009
32,882
2,398,998
1,647,084
746,115
Subordinated debt
1,254,323
1,933
8,787
78
1,243,525
-
Creditors - Lease liabilities
324,196
3,461
6,922
31,150
149,819
132,844
Other financial liabilities except for fair values of derivatives
260,762
260,762
-
-
-
-
Letters of guarantee granted
3,814,807
3,814,807
-
-
-
-
Total liabilities
92,999,284
35,825,025
6,038,632
15,773,359
23,822,811
11,539,457
The Bank performed reclassifications to enhance presentation and
corresponding comparatives have been re-classified accordingly.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
138
46. Risk management (continued)
46.4
Environmental, Social and Governance risk
ESG
(Environmental,
Social,
and
Governance)
risks
are
defined
as
the
risk
of
losses
arising
from
any
negative financial
impact stemming
from the
current or
prospective impacts
of environmental,
social or
governance (ESG) factors on the BRD’s
counterparties or invested assets. The type of
environmental risk
that has been most widely researched and recognised is
climate-related risk (physical risks that arise from
the physical
effect of
climate change
and environmental
degradation and
the transition
risks that
refer to
the
uncertainty
related
to
the
timing
and
speed
of
the
process
of
adjustment
to
an
environmentally
sustainable economy).
ESG risks represent an aggravating
factor for the existing risk categories.
They can have a negative impact
on
BRD’s
financial
performance
by
materializing
through
risk
categories,
such
as
credit
risk
that
is
primarily affected.
BRD takes
into account
the concept
of
double materiality,
by analyzing
the
potential negative
financial
impact of ESG factors on its counterparties or invested assets, taking into account:
1.
environmental and social materiality may arise from the impact of BRD’s
economic and financial
activities on the environment and human
rights, which could in turn become
financially material when this
impact affects the value (returns) of the bank’s activities.
2.
financial materiality may
arise from the impact
of ESG factors on
a BRD’s economic and financial
activities throughout their entire
value chain (both upstream
and downstream), affecting the
value (returns)
of such activities.
The
assessment
of
the
potential
impact
of
ESG
risks
factors
on
existing
risk
categories
is
based
on
a
qualitative approach by using ESG
risk drivers and their transmissions channels.
At this point, the analysis
remained largely focused on the climate-related and environmental risk
The
processes
for
identifying,
assessing
and
managing
sustainability-related
impacts,
risks
and
opportunities are integrated into
the overall risk management
and strategic management processes.
These
processes
are
primarily
driven
by
the
double
materiality
assessment
and
Business
Environment
Scan
(resilience analysis
of Group
BRD), which
enable BRD
to evaluate both
financial and
non-financial aspects
of sustainability risks and opportunities across its value chain.
The
Risk
Management
Function
is
responsible
for
overseeing
these
processes
independently
from
operational and
support structures, ensuring
objective evaluation and
alignment with the
Bank's strategic
goals.
The
Deputy
CEO
in
charge
of
Risk
(Chief
Risk
Officer)
leads
the
centralized
risk
management
function and reports findings, conclusions and recommendations to the Executive Committee and relevant
committees,
ensuring
that
sustainability-related
risks
and
opportunities
are
considered
into
decision-
making. Sustainability risks, such as climate change adaptation and mitigation, regulatory compliance and
financial
impacts
of
environmental
policies,
are
assessed
within
BRD
Group’s
overall
risk
framework,
allowing
BRD
Group to
anticipate
potential
disruptions, financial
strain
and
reputational
impacts
while
aligning with regulatory requirements such as CSRD and the EU Taxonomy.
The
"quick fix"
delegated act
adopted
by the
European Commission
allows Wave
1
companies to
omit
anticipated financial effects for financial years 2025 and 2026.
BRD – Groupe Société Générale S.A.
NOTES TO THE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
as at and for the year ended 31 December 2025
(Amounts in thousands RON)
The accompanying notes are an integral part of these financial statements.
139
47. Capital management
The Bank calculates
the capital requirements
in accordance with
Basel III principles,
implemented in the
European Union law
by the capital
Directive (CRD IV
- 36/2013), Regulation
(CRR – 575/2013),
technical
regulatory standards
and technical
implementation standards issued
by the
European Banking
Authority,
with all subsequent amendments
as of date.
Locally, the
European requirements are also
adopted through
National Bank of Romania
(NBR) prudential regulations for
credit institutions and
investment firms: OUG
99/2006 on credit
institutions and capital
adequacy and NBR
Regulation no. 5/2013
regarding prudential
requirements.
Tier 1
capital in total
amount of 9,396,593
as at 31
December 2025 (8,970,969
as at 31
December 2024)
includes
CET
1
capital,
namely
eligible
capital,
eligible
reserves
and
other
comprehensive income
less
regulatory deductions. Tier 2
capital includes two subordinated loans in
total amount of 250 million EUR
(received in December 2021 and June 2022).
The
Group
and
the
Bank
are
in
compliance
with
all
externally
imposed
capital
requirements
as
of
31
December 2025.
Annual Board of Directors’ Report
2025
Prepared in accordance with the National Bank of Romania
Order no. 27/2010, the Financial Supervisory
Authority Regulation no.5/2018, the National Bank of Romania
Regulation no. 5/2013
Contains both Annual Board of Directors’ Report and Consolidated Annual Board of Directors’ Report
C
ONTENTS
1.
THE COMPANY AND
ITS SHAREHOLDERS
................................
................................
..................... 3
2.
CORPORATE
GOVERNANCE ................................................................
................................
.............
8
3.
HUMAN RESOURCES ................................
................................
................................
....................... 32
4.
GROUP ACTIVITY AND RESULTS ................................................................
................................
....
38
5.
RISK MANAGEMENT
................................
................................
................................
......................... 46
6.
CAPITAL MANAGEMENT
AND ADEQUACY
................................
................................
...................
55
7.
INTERNAL CONTROL
FRAMEWORK ................................
................................
.............................. 60
8.
CONSOLIDATED
SUSTAINABILITY
STATEMENT
................................
................................
...........
62
9.
CONCLUSIONS AND
PERSPECTIVES
FOR 2026
................................
................................
.........
223
10.
BOARD OF DIRECTORS’
PROPOSALS
................................
................................
.....................
224
ANNEXES ................................................................
................................
................................
.................
225
Note: Due to rounding, numbers presented throughout
this document may not add up precisely
to the totals provided and
percentages may not precisely reflect the absolute
figures.
Fitch
(last rating update:
December-2025*)
Rating
Foreign-Currency Short-Term
Issuer Default Rating
F2
Foreign-Currency Long-Term Issuer
Default Rating
BBB+
Moody's
(last rating update:
October-2025**)
Rating
Domestic Currency Short-Term
Deposit
Prime-2
Domestic Currency Long-Term
Deposit
Baa1
Foreign Currency Short-Term
Deposit
Prime-2
Foreign Currency Long-Term Deposit
Baa1
1.
T
HE
C
OMPANY
A
ND
I
TS
S
HAREHOLDERS
BRD
–
GROUPE
SOCIETE
GENERALE
PROFILE
BRD - Groupe Societe Generale (“BRD” or “the Bank”) was set up on December
1
st
, 1990 as an
independent bank with the legal status of a joint-stock company
and with the share capital mainly held by
the Romanian State, by acquiring assets and liabilities of the former Banca
de Investitii (“the Investment
Bank”).
In March 1999, Societe Generale (“SG”) bought a stake representing
51% of the share capital, increasing
its holding to 58.32% in 2004, through the acquisition of the residual
stake from the Romanian State. As
at December 31, 2025, SG was holding 60.17% of the share capital.
BRD–Groupe Societe Generale has been quoted on Bucharest
Stock Exchange (“BVB”) with the symbol
“BRD” since January 15, 2001.
BRD identification data are the following:
Ø
Head Office:
1-7 Blvd. Ion Mihalache, sect. 1, Bucharest
Ø
Phone:
021.301.61.00
Ø
Sole registration number with the Trade Registry:
J1991000608402
Ø
Fiscal Code:
RO 361579/10.12.1992
Ø
Order number with the Trade Registry:
J40-608-1991
Ø
Number
and
date
of
registration
in
the
Credit
Institutions
Register:
RB
-
PJR
-
40
–
007/18.02.1999
Ø
Share capital subscribed and paid:
696,901,518 RON
Ø
Regulated
market
on
which
the
issued
securities
are
traded:
Bucharest
Stock
Exchange
Premium Tier
Ø
The main
characteristics of securities
issued by
the Bank:
ordinary shares with
a nominal
value
of 1 RON
E
XTERNAL
R
ATING
As at December 31, 2025, the Bank had the following ratings:
* Fitch affirmed LT IDR at 'BBB+' with Negative Outlook,
the Negative Outlook reflects that on the Romanian sovereign
** In March 2025, Moody's changed the outlook from stable to negative, following the outlook change
from stable to negative for Romania
sovereign. On the last update of credit analysis, as of October 2025 end, rating and outlook remained unchanged.
BRD
G
ROUP
(„G
ROUP
”)
consolidates the following entities:
-
BRD - Groupe Societe Generale SA;
-
BRD Sogelease IFN SA;
-
BRD Asset Management SAI SA.
S
OCIETE
G
ENERALE
P
ROFILE
Societe Generale
was set
up in 1864
as a banking
company, registered
in France.
Its registered
office is
located on
29 Boulevard
Haussmann, 75009,
Paris, France,
and its
shares are
listed on
the Paris
Stock
Exchange.
Societe Generale is one of the largest European financial services groups. Based
on a diversified
integrated banking model, the Group combines financial strength
and proven expertise in innovation with
a strategy of sustainable growth and aims to be the trusted partner for
its clients, committed to the positive
transformations of the world.
Active in the real economy for over 160 years, with a solid position
in Europe and connected to the rest of
the world, Societe Generale has around 119,000 employees in 62 countries and supports on
a daily basis
more than 26 million individual clients, businesses and institutional
investors around the world by
offering a wide range of advisory services and tailored financial solutions.
The Group operates in three complementary business areas, incorporating ESG
offers for all its clients:
Ø
French Retail Banking, Private Banking and Insurance,
with leading retail bank SG and
insurance franchise, premium private banking services, and the leading digital
Bank BoursoBank.
Ø
Global Banking and Investor Solutions,
a top tier wholesale bank offering tailored-made solutions
with distinctive global leadership in Equity Derivatives, Structured
Finance and ESG.
Ø
Mobility, International Retail Banking and Financial Services,
comprising well-established
universal banks (in Romania, Czech Republic and several
African countries), and
Ayvens (the
new ALD LeasePlan brand),
a global player in sustainable mobility, as well as specialized
financing activities.
The latest credit ratings of Societe Generale are available at
htts://investors.societegenerale.com/en/financial-and-non-financial-information/ratings/credit-ratings
BRD
POSITION WITHIN
S
OCIÉTÉ
G
ÉNÉRALE
SG has been present in Romania since 1980, being the only significant
bank from Western Europe that
was present in Romania during the communist era.
In 1999, it takes part in the process of privatization of Banca Romana
pentru Dezvoltare and acquires
51% of the Bank’s share capital.
Starting with this period, BRD lined up its operational procedures and business
practices to those of the
SG Group.
BRD
is
part
of
the
international
network
of
Société
Générale,
managed
by
Mobility,
International
Retail
Banking
and
Financial
Services
(MIBS),
that
aims
to
offer
a
broad
range
of
products
and
services
to
individuals, professionals and corporates.
The Group
2024
2025
Change
Net banking income
(RONm)
4,032
4,350
+7.9%
Operating expenses (RONm)
(2,023)
(2,223)
+9.9%
Cost of
risk (RONm)
(145)
(225)
+54.9%
Net profit (RONm)
1,524
1,546
+1.4%
Cost /
Income ratio
50.2%
51.1%
+0.9 pt
ROE
16.6%
15.4%
-1.2 pt
RON bn
Dec-24
Dec-25
Change
Total
net loans (incl. leasing)
49.7
56.1
+12.9%
Total
deposits
67.9
75.0
+10.5%
The Bank
2024
2025
Change
Net banking income
(RONm)
3,895
4,219
+8.3%
Operating expenses (RONm)
(1,965)
(2,161)
+10.0%
Cost of
risk (RONm)
(128)
(219)
+71.5%
Net profit (RONm)
1,475
1,499
+1.6%
Cost /
Income ratio
50.4%
51.2%
+0.8 pt
ROE
16.9%
15.6%
-1.2 pt
RON bn
Dec-24
Dec-25
Change
Total
net loans
47.4
53.6
+13.3%
Total
deposits
68.2
75.5
+10.7%
RON m
Dec-24
Dec-25
Change
Own funds (RONm)
10,215
10,671
+4.5%
RWA (RON bn)
35,506
42,449
+19.6%
CAR*
28.8%
25.1%
-3.6 pt
No of branches
388
347
-41
Financial results
Financial results
Loans and deposits
Loans and deposits
K
EY
F
IGURES
Notes:
*Total capital ratio for Dec ’25 end is preliminary.
Own funds as of 2025 end include 50%
of the H1 2025 net profit.
Own funds as of
2024 end include the profit for year 2024
net of the approved dividends, whereas, in the Annual
Board of Directors’ Report for 2024,
own funds reflected partial profit integration. CAR
for Dec ’25 end and for Dec ’24 end include
the impact of the regulatory temporary
treatments, that ceased to exist starting 1st of
January 2026. Total capital ratio without the regulatory temporary treatments was
approximately 22% at Dec ’25 end and 23%
at Dec ’24 end.
As of December 31, 2024 the BRD Finance
SA financial statements have no longer been prepared
as a going concern basis. The
entity has been included in the consolidated financial
statements of the Group on this basis. By the end
of 2025, BRD Finance S.A.
was liquidated.
0
1,000
2,000
3,000
4,000
5,000
6,000
50
100
150
200
250
300
350
400
Volume
(x1000 shares, rhs)
BRD
(lhs)
BET Index
31 Dec 2014 =100
BRD
SHARE
Starting with January 15
th
, 2001, the Bank’s shares are listed in the Premium category of the Bucharest
Stock Exchange. The shares are included in the BET, BET Plus, BET-XT,
BET-XT-TR
, BET-BK , BET-
TR and ROTX indexes. The Bank’s shares are ordinary, nominative, dematerialized and indivisible.
According to the Articles of Incorporation, article 17, letter k, the Extraordinary
General Shareholders
Meeting („EGSM”) decides the capital markets on which the Banks’
share are listed and traded while
complying with the legislation on the trade of shares issued by bank
institutions.
The closing price for BRD share as at December 31, 2025, was of RON 26.90
/share (RON 18.64/share at
December 31, 2024). On the same date, the market capitalization was RON
18,746.65 million (RON
12,990.24 million at December 31, 2024).
During January – December 2025, neither the Bank, nor its subsidiaries
bought back own shares.
As of December 31, 2025 neither the Bank, nor its subsidiaries held own
shares.
Evolution of BRD’s share price versus the BET Index and BRD’s volume of shares for the period
December 31, 2014 – December 31, 2025
Source: Bloomberg
D
IVIDENDS
According to the Romanian legislation and the Articles of Incorporation,
dividends are paid from the
funds created for this purpose after the approval of the General Shareholders
Meeting, within maximum 6
months from the date of the General Shareholders Meeting for deciding
the dividends. In case the General
Shareholders Meeting does not establish the date when dividends are paid,
these shall be paid in 30 days
from the date when the decision of the General Shareholders Meeting
to establish dividends has been
published in the Official Gazette of Romania, Part IV.
The distribution of dividends is made according to the General Shareholders
Meeting’ decision, upon the
Board of Directors’ proposal and depends on the distributable profit and
of the future capitalization needs
of the Bank.
The change in the volume of approved and distributed dividends for the last
three years is presented
below:
Dividends
2024
2023
2022
Distributable profit
(RON
million)
1,474.8
1,634.2
1,285.9
Total dividends (RON million)
737.4
817.1
643.0
Number of shares (millions)
696.9
696.9
696.9
Dividend per share (RON), gross
1.0581
1.17250
0.9226
Distribution rate from distributable profit
50.0%
50.0%
50.0%
Amount of dividends effectively
paid by 31.12.2025
(RON
million)
734.8
815.0
641.7
Percentage of dividends effectively
paid by 31.12.2025
99.64%
99.74%
99.81%
The BRD’s Ordinary General Shareholders Meeting (OGSM) on April 24, 2025, approved the
distribution as dividends of the amount of 737,391,496 RON
representing 50% from the financial result
of 2024. The gross dividend was of 1.0581 RON/share. The dividends were
paid on May 22, 2025 and the
deferred payment date was November 28, 2025.
The number of shares remained unchanged in the last 3 years.
D
IVIDEND
PAYMENT
The dividends are distributed to the shareholders proportionally to
their participation in the share capital.
The dividend income is subject to withholding tax.
Dividends are paid in accordance with the legal provisions and the
General Shareholders Meeting’s
resolution regarding profit distribution, dividend setting, and the dividend
payment procedure made
available to the shareholders on the Bank's website.
Unclaimed dividends are prescribed within 3 years from the payment start
date, according to legal
provisions.
R
ESEARCH AND DEVELOPMENT ACTIVITIES
There are no development and research activities performed by the Bank or
by the BRD Group.
2.
C
ORPORATE
G
OVERNANCE
The BRD-Groupe Societe Generale S.A.’s Corporate Governance Model is aligned with that of the parent
company.
The Corporate Governance Model adopted by BRD ensures:
Ø
observance of the shareholders’ equal rights and treatment, by protecting
and enforcing their
prerogatives;
Ø
setting of the role and observance of the rights of the groups of interest,
other than the
shareholders;
Ø
setting the liability of the Board of Directors towards the credit institution
and the shareholders, as
well as its responsibility of supervising the activity of the Executive Committee;
Ø
transparency and access to information, by the periodical publication,
in a correct and real manner,
of the relevant financial and operational information.
Constantly concerned by the principles of corporate governance, BRD -
Groupe Societe Generale has
adopted and applied the provisions of Corporate Governance Code of
the Bucharest Stock Exchange
(BSE) since 2012. “Comply or explain statement (CSE) as of December
31, 2025” is presented in
Appendix 1.
BRD-Groupe Societe Generale has its own Corporate Governance Code
available to the interested parties
on institutional site in section: https://www.brd.ro/en/about-brd/shareholders-and-investors/corporate-
governance.
The corporate governance of BRD-Groupe Societe Generale represents an ongoing
process in which
integrity, responsibility and transparency are fundamental elements in making correct decisions and
setting goals that contribute to increasing the confidence of shareholders
in the Bank, economic
efficiency, sustainable growth and financial stability.
As at December 31, 2025, Societe Generale is the only significant shareholder
of the Bank, holding
60.17% of the share capital.
T
HE
G
ENERAL
S
HAREHOLDERS
M
EETING
The General Shareholders Meetings are an occasion for the members of
the Board of Directors and the
senior management (Executive Officers acting together in the Executive Committee),
to present to the
shareholders the results obtained during their office, based on the responsibilities entrusted
to them.
General Shareholders Meetings are ordinary and extraordinary. The Ordinary General Shareholders
Meeting is held at least once a year, within no more than 4 months from the end of the financial year, and
the Extraordinary General Shareholders Meeting is held
whenever necessary.
The Bank makes the best efforts, in compliance with the legal provisions in the field,
to facilitate the
shareholders’ participation at the works of the General Shareholders
Meetings, as well as the full exercise
of their rights.
The Ordinary General Shareholders Meeting decides on: the consolidated
and separate financial
statements (based on the reports presented by the Board of Directors and
by the financial auditor), the
dividend, election/ revocation of the members of the Board of Directors
and of the financial auditor,
fixing the minimum duration of the financial audit contract, the remuneration
due to the members of the
Board of Directors for the current financial year, the budget and the business plan for the following
financial year.
The Extraordinary General Shareholders Meeting decides on: change of
the Bank duration, increase,
decrease or completion of the share capital by issuance of new shares,
change of the headquarters, merger
or division, early dissolution of the Bank, issuance of bonds, conversion
of a category of bonds into
another category or into shares, approval by the Bank executive officers’ of the
legal papers regarding the
acquisition, alienation, rental, change or transformation into collaterals of
the assets in the Bank's
patrimony, the value of which exceeds the limits set forth by the applicable laws, designation of the
capital markets on which the Bank’s shares will be listed and traded, change of the main activity area and
main activity.
The decisions on the amendment of the Articles of Incorporation shall
be adopted in accordance with the
principles of competence laid down in the Articles of Incorporation of the Bank.
In order to ensure equal treatment and full and equitable exercise of
the shareholders’ rights, the Bank
makes available to them all the information related to the General Shareholders
Meeting and to the
adopted decisions, both by mass communication means and in the special
section on its own Internet page
(https://www.brd.ro/en/about-brd/investors-and-shareholders).
The procedures regarding the works of the General Shareholders
Meeting are available to shareholders
and other interested parties on the institutional site in section https://www.brd.ro/en/about-brd/investors-
and-shareholders/gsm-brd/procedure-organizing-and-running-gsm.
Within the General Shareholders Meeting, dialogue between the shareholders and the members
of the
Board of Directors and/or executive management is encouraged. Each
shareholder can ask the directors
questions regarding the activity of the Bank.
In 2025, there were two General Shareholders Meetings (one Ordinary
General Shareholders Meeting on
April 24, 2025 and Extraordinary General Shareholders Meeting on April
24, 2025).
A
DMINISTRATION AND MANAGEMENT OF
THE BANK
BRD - Groupe Societe Generale adopted a unitary management system
that is fully consistent with the
principles of good corporate governance, transparency of relevant
corporate information, protection of
shareholders and of other categories of concerned persons (stakeholders),
as well as of an efficient
operation on the banking market.
The management body, the Board of Directors and the Executive Officers (acting together in the
Executive Committee), operate under rules of organization and functioning clearly
defined in the
"Directive on the organization and functioning of the Management Body".
The Management Body promotes high ethical and professional standards
and a strong internal control
culture.
The Board of Directors annually assesses the
adequacy of the Management Body, and its members based
on the reports
of the
Nomination Committee,
prepared in
accordance with
"The policy
of suitability
of the
members
of
the
Management
Body
and
persons
holding
key
functions
and
the
policy
of
induction
and
training of the members of the Management Body".
The composition, the size and the skills of the Management Body
are well suited for the dimension and
the complexity of the Bank's activity.
As of December 31, 2025, the composition of the management body reflects
a gender balance, and the
bank complies with the objectives set by Law no. 24/2017 on issuers
of financial instruments and market
operations, Article 109³ paragraph (1), demonstrating a strong commitment
to gender balance.
The members of
the Management
Body meet the
eligibility conditions
and criteria established
in the "The
policy of
suitability of
the members
of the
Management Body
and persons
holding key
functions and
the
policy
of
induction
and
training
of
the
members
of
the
Management
Body",
required
for
an
efficient
administration/management of BRD-Groupe Société Générale:
Ø
Have a good
reputation and the
necessary expertise to
carry out their
responsibilities in compliance
with the rules of prudent and healthy banking practices;
Ø
Have the professional experience that implies theoretical and practical knowledge adequate to the
nature, extent and complexity of the banking business and of the
entrusted responsibilities, as well
as experience
in a
management position,
acquired in
an entity
comparable, in
terms of
size and
activity, to the Bank;
Ø
Ensure the
conditions of
the collective
competence of
the management
body for
an efficient
and
highly performing administration of the Bank's activity;
Ø
Commit sufficient time to their responsibilities as stipulated by the law and the statutory
bodies;
Ø
Show commitment and involvement in exercising their responsibilities
conferred by the law and
by the statutory bodies.
The selection of candidates for positions within the Management Body
is made through a rigorous
process as defined in "The policy of suitability of the members of the
Management Body and persons
holding key functions and the policy of induction and training of the members
of the Management Body".
The main objective of the selection process is to ensure the suitable
candidates for the vacant positions in
the Management Body or to ensure the succession of the existing members.
The selection of the candidates excludes any discrimination on gender, age, ethnicity or any other kind
of
discrimination, stipulated by the law.
Criteria such as reputation, theoretical knowledge and practical professional
experience in specific areas
of BRD's activities, diversity, ensure a suitable structure of the Management Body.
The Bank recognizes and supports the benefits of the diversity of
the members of the Management Body
and considers that it is an essential element in protecting and extending
the competitive advantage
considering that, through diversity, maximum efficiency and performance, increasing innovation and
cooperation will be achieved within the Management Body, as well as within the Bank.
In this context, from the moment of the selection process, the aim
must be to ensure diversity within the
Management Body from the perspective of educational and professional
skills, competencies, ensuring
that the decision-making process of the Management Body is not dominated
by any person or small group
of people, in a way that is detrimental to the Bank's interests.
Gender diversity, age and geographical origin are important elements, as they determine different
developments in terms of understanding cultural values, specific aspects
of the financial-banking sector
and legislative framework that has an impact on the activity, so as to consciously facilitate the decisional
process regarding the Bank's strategy. The parameters mentioned above must be taken into account in
determining the best component of the Management Body.
In order to ensure diversity within the Management Body and to achieve
the established target regarding
the representation of the under-represented gender, the Nomination Committee considers the following
actions:
●
incorporating the principles of diversity in the succession resources;
●
career guidance / support and planning according to targets;
●
encouraging diversity and resource preparation campaigns;
●
the annual evaluation and whenever necessary of the Management Body.
The principle of diversity aims to achieve the goal of gender representation,
male or female, poorly
represented. In this sense, the policy also aims to ensure equal opportunities
for selection within the
Management Body based on their qualifications and professional experience.
In the process of selecting
the members of the Management Body, all candidates will be evaluated based on the same criteria,
regardless of their gender.
Educational and professional training is another important element
in order to achieve the diversity of the
Management Body, including from the perspective of collectively understanding all procedural,
economic, legal, financial, risk aspects etc.
In this sense, the existence of balance is pursued so that the members of
the Management Body have
theoretical knowledge and practical experience regarding:
●
financial markets;
●
regulatory framework and requirements;
●
strategic planning and understanding of the Bank's strategy and business
plan and their
implementation;
●
risk management (identification, evaluation, monitoring, control and
reduction of the main types
of risk, including previous activity / responsibilities in this regard);
●
accounting and audit;
●
evaluating the effectiveness of the governance framework, establishing effective governance,
supervision and control mechanisms;
●
interpreting the financial information of a credit institution, identifying
the fundamental aspects
based on this information and appropriate controls and measures.
The selection of independent directors is subject to compliance with
the criteria stipulated by the
Companies' Law no. 31/1990, the NBR Regulation no. 5/2013 on prudential
requirements for credit
institutions and by the Bucharest Stock Exchange Code of Corporate Governance.
The exercise of the responsibilities by members of the Management Body
is subject to obtaining NBR
approval.
B
OARD OF DIRECTORS
Starting with
April 18,
2015, the
Board of
Directors
is composed
of 9
members,
elected by
the Ordinary
General Shareholders Meeting for a 4-year mandate.
As of
December 31,
2025, 8
of the
9 members
of the
Board of
Directors were
exercising their
mandate,
while the
file of
one member was
under review by
the National Bank
of Romania.
The approved composition
of the Board
included 4 women and
4 men, ensuring the
preservation of gender diversity. After the
approval
of the final member,
the Board’s composition
will become 5
women and 4
men, continuing to
comply with
the gender diversity requirements of the capital market
legislation.
The structure of the Board of
Directors ensures a balance between executive and non-executive members,
so that no person or limited group of persons can dominate, in general, the
decision-making process of the
Board of Directors. As of December 31, 2025, there was only
one executive member within the structure of
the Board of Directors.
As at December 31, 2025, the Board of Directors includes
4 independent members.
The year 2025 brought changes to the composition of the
Board of Directors, as follows:
Ø
Mr. Benoit Jean Marie OTTENWAELTER’s
mandate as Independent Member of the Board of
Directors ceased upon reaching its term on July 7, 2025;
Ø
The Ordinary General Shareholders’ Meeting held on April 24, 2025
approved:
-
the election of Mr. Didier Albert Yves
HAUGUEL as Independent Director (4-year mandate,
starting on the 3rd working day after the reception of the NBR prior approval)
to fill the vacant
position on the Board starting July 7, 2025.
Ø
NBR approved:
-
Mr. Didier Albert Yves
HAUGUEL as member of the Board of Directors (4-year mandate, starting
July 31, 2025).
Ø
Mrs. Delphine Mireille GARCIN – MEUNIER has decided to resign
from her position as
Chairwoman of the Board of Directors and from her mandate as
member of the Board of Directors,
effective
July 11, 2025.
Ø
The Board of Directors, held on July 30, 2025, approved:
1
-
the election of Mr. Jean-Pierre Georges VIGROUX, Independent Board member, as Interim
Chairman of the Board of Directors, effective from July 31, 2025, until the appointment
of a new
Chairperson, but no later than July 1, 2026.
Ø
The Board of Directors, held on September 18, 2025, approved:
-
the nomination of Mrs. Cécile BARTENIEFF as Interim Member of the Board of Directors, until the
first Ordinary General Shareholders’ Meeting.
-
the election of Mrs. Cécile BARTENIEFF as Chairwoman of the Board of Directors.
The appointments of Mrs. Cécile Bartenieff as Interim Member of the Board of Directors
of BRD –
Groupe Societe Generale S.A. and as Chairwoman are subject to prior approval
of the NBR.
Mrs. Cécile Bartenieff’s mandates shall take effect on the 3rd working day following receipt
of the
prior approval from the National Bank of Romania. On the same date,
Mr. Jean-Pierre Georges
Vigroux’s
mandate as Interim Chairman will cease.
Also, pursuant
the provisions
of NBR
Regulation no.
5/2013 on
prudential requirements for
credit institutions
and EBA Guidelines, structure of the Committees set up in its support the Board of Directors was reviewed
according to the modifications in the Board of Directors.
MEMBERS
OF
THE
BOARD
OF
DIRECTORS
AS
AT
DECEMBER
31,
2025
Jean – Pierre Georges VIGROUX
Interim Chairman
Chairman of the Audit Committee
Member of the Remuneration Committee
Date of birth: 31 July 1953;
Year
of the appointment as Independent member
in the BRD-Groupe Société Générale’s Board of
Directors: 2016;
Latest renewal of the mandate as Independent
member: 2024;
Term of mandate expires in: 2028
Other functions exercised in the BRD-Groupe
Société Générale’s Board of Directors:
Independent Chairman; Interim Chairman
Term of mandate as Interim Chairman: the
appointment of a new Chairperson, but no later
than 1
st
of July, 2026.
He has no shares in BRD-Groupe Société
Générale’s capital.
Information on mandates held
According to the information provided through the statement of
affiliation, he fulfils the conditions
regarding the number of mandates established by the law -
two non-executive mandates: he holds one
within BRD-Groupe Societe Generale and one outside the Societe Generale
Group (Sole director of
NUFERILOR 22A IMO SRL).
He is also member of the Management Board of ‘’Fundatia 9’’.
Biography
He graduated ESSEC France. He also studied Financial Audit at the CAFR
University.
Until September 2014, Mr. Jean – Pierre Georges Vigroux held various management positions such
as: CEO Mazars Romania (2008-2014), partner responsible for Southeast
Europe, Chairman of the
1
Effective from 31st of July, 2025, until the appointment of a new Chairperson,
but no later than 1st of July, 2026.
Supervisory Board of Pricewaterhouse Coopers Central and Eastern Europe
(2001-2004 and 2004-
2006), founder and CEO of the Pricewaterhouse Coopers – Romania, member
of the Pricewaterhouse
Coopers’s Executive Committee and Board of Directors – Central and Oriental Europe (1996-2001),
Chairman of The Foreign Investors Council (2003-2004).
Liliana IONESCU – FELEAGA
Independent Member of the Board of
Directors
Chairman of the Remuneration Committee
Member of the Audit Committee
Member of the Nomination Committee
Date of birth: October 31, 1969;
Term of mandate as interim independent member of
BRD-Groupe Société Générale’s Board of
Directors;
December 20, 2018 – April 18, 2019;
Year
of the appointment as Independent member of
BRD-Groupe Société Générale’s Board of
Directors: 2019;
Latest renewal of the mandate as Independent
member of the Board of Directors: 2023;
Term of mandate as Independent member expires
in: 2027;
She has no shares in BRD-Groupe Société
Générale's capital.
Information on mandates held
According to the information provided through the statement of
affiliation, she fulfils the conditions
regarding the number of mandates established by the law two non-executive
mandates: one non-
executive mandate within BRD-Groupe Societe Generale and one non-executive
mandate outside the
Societe Generale Group.
She is also Dean and member of ASE’s Board of Directors and Member of the Board of Directors
and Vice-President of Romanian Chamber of Financial Auditors.
Biography
She graduated from the Bucharest University of Economic Studies, Finance
and Accounting (ASE).
Starting 2003 she is University Professor Doctor and starting 2005,
she is PhD supervisor. She has
also an International Management Degree obtained at Toulouse University.
She has a vast academic experience (over 32 years in Bucharest University
of Economic Studies -
ASE). Currently Mrs. Feleaga is Dean of Accounting and Management
Information Systems Faculty,
member of the ASE’s Board of Directors, member of Chamber of Financial Auditors of Romania,
Member of International Association for Accounting Education and Research.
Also, she is member
of the Board of Directors of Fondul
Național de Garantare a Creditelor pentru Intreprinderi Mici şi
Mijlocii SA – IFN.
Bogdan-Alexandru DRĂGOI
Independent Member of the Board of
Directors
Chairman of the Nomination Committee
Member of the Risk Management Committee
Date of birth: May 27, 1980;
Year
of the appointment in the BRD-Groupe Société
Générale’s Board of Directors: 2019;
Latest renewal of the mandate as Independent
member of the Board of Directors: 2023;
Term of mandate expires in: 2027;
He has no shares in BRD-Groupe Société Générale's
capital.
Information on mandates held
According to the information provided through the statement of
affiliation, he has no executive and
non-executive positions in not-for-profit institutions and fulfils the conditions regarding
the number
of mandates established by the law – he holds one executive mandate
outside Societe Generale Group
and two non-executive mandates – one within BRD-Groupe Societe Generale
and one outside
Societe Generale Group.
Biography
He graduated from the Tufts University, Fletcher, Boston, Massachusetts, specialization International
Relations and Economics, graduated Magna cum Laudae. Is member
of Golden Key Honor Society,
has Order of the Star of Romania – rank of Knight and Sovereign Order of
the Knights of Malta –
Mare Cruce pro Merito Melitensi.
He has 23 years’ experience in areas such as finance, capital market and banks.
He has also
experience in relation with public state authorities.
Currently, he is Chairman of the Board of Directors of LION CAPITAL S.A., (starting March 2015)
and CEO (starting July 2015).
Other ongoing mandates: member of the Board of Directors of Vrancart SA (since December 2015),
Biofarm SA (since December), Administrare Imobiliare SA (since September
2015) and Firos SA
(since November 2015).
Through his previous positions, he acquired experience and expertise
in different areas of activity
(Presidential Adviser – The Administration of the President of Romania,
May 2012 - December
2014; Ministry of Public Finance, February 2012 - May 2012;
Secretary of State – Ministry of Public
Finance, January 2009 - February 2012; CEC Bank – Member of
the Board, April 2009 - February
2012; EximBank – President of Interministerial Committee for Financing,
Warranties and Insurance
(CIFGA), January 2009 - February 2012; Fondul Proprietatea – Member of
the committee for
selecting the manager of Fondul Proprietatea, March 2008 - October 2009;
President of the
Committee of the representatives of Fondul Proprietatea SA, September
2010 - February 2012;
European Investment Bank – Member of the Board, January 2009 - February
2012; Council of
Europe Development Bank – Member of the Board, January 2009 – February
2012; General
Director, Economic Dept. – Bucharest Municipality, November 2007 - June 2008 etc.).
Valerie Marcelle
Paule
VILLAFRANCA
Member of the Board of Directors
Member of Nomination Committee
Date of birth: July 1, 1970;
Year
of the appointment as member of BRD-Groupe
Société Générale’s Board of Directors: 2020;
Latest renewal of the mandate as Independent member
of the Board of Directors: 2024;
Term of mandate expires in: 2028;
She has no shares in BRD-Groupe Société Générale's
capital.
Information on mandates held
According to the information provided through the statement of
affiliation, she fulfils the conditions
regarding the number of mandates established by the law -
one non-executive mandate within
BRD-
Groupe Société Générale.
Biography
She graduated Classe préparatoire aux grandes écoles, Lycée du Parc, Lyon (France) and has a Master
degree in Finance from Paris IX Dauphine University and another
Master in business administration
with a specialization in Finance from Bordeaux Business School.
She has an experience of 31 years as strategy and business consultant of which
over 26 years in top
management positions such as Director - Head of Risk and Compliance
practice for WESA region -
Western Europe, South America and Africa in Boston Consulting Group (01/03/2014–17/03/2018),
Managing
Director - EMEA (Europe, Middle East and Africa) Head of Risk
Management practice in
Accenture (01/10/2010–28/02/2014), Managing Director - Founder and Global
Head of Aon
(01/05/2006–30/09/2010), Senior Manager in the Risk Management
Practice of Ernst & Young, Paris
(01/05/2002–31/03/2006), Manager in the Risk Management practice
of Arthur Andersen, Paris
(01/09/2000–30/04/2002), Manager in the business consulting practice -
Head of Treasury services of
Arthur Andersen, Paris (01/09/1998–31/08/2000).
In March 18, 2018, she joined Societe Generale as Group Head KYC Transformation, CPLE/KTP
Societe Generale and she occupied this position until the end of October
2021.
Currently, since November 2021, she is Group Head of ESG Transformation (ESG by Design
program).
Veronique
SCHREIBER LOCTIN
Member of the Board of Directors
Member of Audit Committee
Date of birth: August 10, 1966
Term of mandate as Interim member of BRD-
Groupe Société Générale’s Board of Directors;
January 5, 2023 – April 27, 2023;
Year
of the appointment as member of BRD-
Groupe Société Générale’s Board of Directors:
2023
Term of mandate expires in: 2027;
She has no shares in BRD-Groupe Société
Générale's capital.
Information on mandates held
According to the information provided through the statement of
affiliation, she fulfils the conditions
regarding the number of mandates established by the law -
five non -executive mandates within Societe
Generale Group, treated as one mandate.
Biography
She has a master’s degree from Ecole de Management de Lyon (EM Lyon), specialization Finance,
Accounting, Economy, marketing.
She is a person with over 38 years experience in banking field, in Société
Générale, in management
positions such as: Co-Head of Coverage France, Member of Societe Generale
Group Management
Committee (January 2021-March 2022), Head of Corporate Accounts for Societe
Generale Retail
Banking in France, Member of Societe Generale Group Management Committee
(July 2018 –
December 2021), General Delegate of the Regional Direction of Lille,
France (June 2014 –June 2018),
Chief Operating Officer of Societe Generale Retail Banking Activities in France
(October 2010 to May
2014), Director of Trade Services within Societe Generale Global Transaction and Payment Services
(2007 to September 2010), Commercial Director of Corporate Clients for
the French Retail Network
(2003 to 2007), Commercial Director of Corporate Clients within
SG Chambery Branch (2000 to 2003),
Corporate Relationship Manager within SG Grenoble Branch (1997 to 2000),
Head of Oil and Metals
structured Financing – Corporate and Investment Banking (1993
to 1997); Head of Multisource Export
Financing - Corporate and Investment Banking (1987 -1993).
Since April 2022, she is Head of CSR Program for the French Retail
Banking Network, Member of
Societe Generale Group Committee. In addition, currently she is member of
the Boards of Directors of
Genefim & Sogefimur (companies specialised in leasing), of the Boards of
Directors of Societe
Generale Pour Le Développement Des Opérations De Crédit-Bail Immobilier
"Sogebail
"
and member
of the Supervisory Committee of Lumo Glba 3.
Maria ROUSSEVA
Executive Member of the Board of
Directors
Date of birth: April 24,1972;
Term of mandate as Interim member of BRD-
Groupe Société Générale’s Board of Directors:
March 21, 2024 until April 25, 2024
Year
of the last appointment as member of
BRD-Groupe Société Générale’s Board of
Directors: 2024
Term of mandate expires in: 2028;
Information on mandates held
According to the information provided through the statement of
affiliation, she fulfils the conditions
regarding the number of mandates in companies established by the applicable
law - she holds one
executive mandate and two non-executive mandates within Societe Generale
Group treated as one
mandate.
At the same time, from December 2023 to December 2025, she has
been a Member of the Board of
Directors of Council of Banking Employers in Romania and, since May
24, 2024, she has been a
Member of the Board of Directors of Romanian Association of Banks.
Biography
She studied at the University of National and World Economy, Sofia, Bulgaria, with a major in
International Economic Relations, and she graduated from Leipzig University, Germany, with a master
degree in Business studies.
She is a person with
over 26 years’ experience in the banking field, out of which
over 23 in
management positions, outside and inside the SG Group, such as:
Relationship Manager, Corporate
Clients at HypoVereinsbank Bulgaria (April 2000 –March 2002, Head of Multinational Corporates at
HVB Bank Biochim, Bulgaria (April 2002 – October 2005); Head of Corporate
and Investment
Banking at Societe Generale Expressbank, Bulgaria (November 2005 – October
2011); Member of the
Management Board / Head of Corporate and Financial Markets at Societe
Generale Expressbank,
Bulgaria (November 2011 – November 2012);
Deputy CEO/ Deputy Chairman of the Management
Board, Head of Corporate and Financial Markets at Societe Generale Expressbank,
Bulgaria (November
2012 – June 2015); CEO/ Chairman of the Executive Board at Societe Generale
Bank Serbia (July 2015
– July 2019); Member of the Supervisory Board at Ohridska Banka,
Societe Generale Group (February
2012 – December 2019); Member of the Board of Directors at SKB
Banka Slovenia, Societe Generale
Group (May 2018 – December 2019), Member of the Board of Directors
at Rusfinance Bank LLC,
Rosbank Group (August 27, 2019 -March 1st, 2021), First Deputy CEO/
First Deputy Chairman of the
Management Board at PJSC Rosbank, Societe Generale Group (August
21, 2019 - April 29, 2022),
Member of the Board of Directors of Societe Generale Insurance LLC and Societe
Generale Life
Insurance LLC (September 18, 2019 – May 31, 2022), Chairman of the Board
of Directors of BRD
Sogelease IFN S.A. (July 28, 2022 - February 1st, 2024).
In 2021, she joined the Board of Directors of BRD Groupe Societe Generale
S.A. as a
non-executive
member and held this mandate between July 26, 2021 and June
9, 2022.
Subsequently, between October 4, 2022 and November 23, 2023, she held the position of Deputy CEO,
Global Corporates.
Between March 21, 2024 and April 25, 2024 she was Interim member
of the Board of Directors of
BRD.
Currently, since November 24, 2023, she has been holding the position as CEO of BRD,
and since June
6, 2024, she holds the position of Member of the Board of Directors of
BRD.
2
Supplementary, since March 7, 2024, she is member of the Board pf Directors of ALD Automotive
SRL.
At the same time, from December 2023 to December 2025 she has been
a Member of the Board of
Directors of Council of Banking Employers in Romania and, since May
24, 2024, she has been a
Member of the Board of Directors of Romanian Association of Banks.
Mathieu Jacques Paul Michel Mary
VEDRENNE
Member of the Board of Directors
Member of the Risk Management Committee
Date of birth: August 24, 1972;
Year
of the appointment as member of BRD-Groupe
Société Générale’s Board of Directors: 2024;
Term of mandate expires in: 2028;
He has no shares in BRD-Groupe Société Générale's
capital.
Information on mandates held
According to the information provided through the statement of
affiliation, he fulfils the conditions
regarding the number of mandates established by the law –six mandates
(one
executive mandate and
five non – executive mandates), all inside Société Générale, treated as one
mandate :
Biography
He has a Master in Physique from the “Ecole polytechnique fédérale de Lausanne
– Switzerland
(EPFL)”, as well as a Physique degree from the “Ecole supérieure
de Physique et de Chimie
industrielles de la Ville de Paris, France”. He is also a Lauréat promotion 2012 from the 40 under 40 -
European Young Leader Program. In 2018, he obtained a Professional Certification from the French
Financial Markets Authority (AMF). Finally, he is an Auditor / Promotion 2011 from the “Institut des
Hautes Etudes de l'Entreprise (INHES) ”.
He is a person with over 24 years' experience in banking field out of
which over 20 years in
management
positions such as:
Deputy CEO of SG Private Banking (2023 – November 2024),
Member of the
SOCIETE GENERALE Group Management Committee (Since 2020),
Head of SG Private Banking
France – Paris (2019 - 2023 ), Chief Commercial Officer, SG Private Banking France (2017 – 2019),
Head of Wealth Management
Solutions, SG Private Banking France (2015 – 2017),
Deputy CEO of
SG Private Banking Switzerland – Geneva, Member of the
Executive Committee and Secretary to the
Board of Directors (2012 – 2015),
Chief of Staff to the Chairman & CEO of the Group, Frédéric Oudea
(2008 – 2012), Strategic Studies Manager, Corporate Strategy
Department of the Group (2005 - 2008).
Other functions occupied in banking field: Team Manager, General Inspection Department (2001 –
2005).
The functions occupied in specialized field: Investor Manager for PriceLab
in PriceWaterhouseCoopers
(PwC) - Paris (2000 - 2001) and Senior Consultant, Banking and Insurance
practice (1998 – 2000).
Currently, he is CEO of SG Private Banking (since November 2024).
Supplementary, he has other four mandates in force, all inside SG Group -
as Member of the Board of
directors of
SOGECAP , Societe Generale Luxembourg,
SG Priv Holding Limited Kleinwort Hambros
and Chairman of the
Board of Directors
of Societe Generale Private Banking
Monaco.
Didier Albert Yves HAUGUEL
Independent Member of the Board of
Directors
Date of birth: December 14
th
, 1959
2 Since July 31st, 2025.
Chairman of the Risk Management
Committee
Year
of the appointment in the BRD-Groupe Société
Générale’s Board of Directors: 2025;
Term of mandate expires in: 2029;
He has no shares in BRD-Groupe Société Générale's
capital.
Information on mandates held
According to the information provided through the statement of
affiliation, he fulfils the conditions
regarding the number of mandates established by the law – he holds
four non- executive mandates
considered as two mandates ( two non-executive mandates within Societe
Generale
Group
considered as one mandate and two non-executive mandates outside Societe
Generale Group, in
Prévoir Group considered as one mandate).
Biography
He graduated from the Institut d'Études Politiques de Paris. He also studied
Law at Paris Assas
University and holds a mediator certificate from ESCP Business School
/ CMAP.
He has over 39 years of professional experience in the banking sector, including more than 25
years
in top management positions such as: Independent Director of Riverbank Luxembourg
(June 2020 –
June 2023), Group Executive Director at Societe Generale (July 2000 –
June 2019), Chief Country
Officer of Societe Generale Group for Russia (May 2012 – June 2019), Co-Head
of the SG
International Banking & Financial Services Division (September 2013
– August 2017), Member of
the Board of Directors (June 2010 – June 2022) and subsequently Chairman
of the Board of
Directors of PJSC ROSBANK RUSSIE (May 2012 – December 2020), Chairman
of the Supervisory
Board of Gefa Bank GmbH Germany (June 2009 – May 2021), Chairman
of the Board of Directors
of Commercial Bank Deltacredit Joint Stock Company (June 2012 –
June 2019), Vice-Chairman of
the Supervisory Board of La Banque Postale Financement (January 2012 –
March 2019), Member
and later Chairman of LLC Rusfinance Bank (September 2009 – March
2020), Member of the
Board of Directors of Banco Cacique S.A. (March 2010 – April 2016),
Member of the Board of
Directors of Banco Societe Generale Brasil S.A. (April 2010 – April 2014),
Member of the
Supervisory Board of Euro Bank S.A. (April 2009 – December 2017) and
Vice-Chairman of the
Supervisory Board (April 2009 – October 2017), Member of the Board of
Directors of Capital
Credit Comradeship Bank (June 2009 – April 2012), Chairman of Hanseatic
Bank GmbH & Co KG
(June 2009 – April 2012), Head of the Specialized Financial Services &
Insurance Division at
Societe Generale (February 2009 – August 2013); Societe Generale Group
Chief Risk Officer (July
2000 – January 2009), Chief Operating Officer of Societe Generale Americas, New
York
(February
1998 – June 2000).
Other relevant banking roles include: Assistant General Manager of SG USA,
New York
(April
1995 – January 1998), Head of Central Risk Unit – Office of the Group CEO
(October 1991 –
March 1995), Inspector in the General Inspection Department (December 1984
– September 1991).
Throughout his career, Mr. Hauguel has held multiple board memberships and chairmanships,
including: Director of ALD Italy, now Ayvens
Italy (June 2020 – April 2021), Chairman of the
Board of Directors of Sogecap (June 2018 – June 2019), Chairman of the
Board of Directors of
Ayvens
France (March 2017 – May 2019; November 2010 – May 2011), Chairman and later Vice-
Chairman of the Association Française Des Sociétés Financières (July
2016 – June 2019), Director
of Compagnie Générale De Location D'équipements (December
2014 – March 2017), Chairman of
the Supervisory Board of SG Equipment Finance Czech Republic S.R.O.
(June 2011 – February
2016), Chairman of the Board of Directors of Family Credit Limited
(December 2010 – December
2012), Chairman of the Board of Directors of SG Consumer Finance
(October 2010 – August 2017),
Chairman of ALD International Participations SAS (November 2010 – September
2016), Member of
Société D'Équipement Domestique Et Menager "Eqdom" (May 2010
– May 2017), Chairman of
SGEF SA (May 2009 – June 2019), Director of Sogessur (June 2009 –
May 2017), Member and
later Chairman of ALD AutoLeasing D GmbH (July 2009 – December
2017), Chairman of ALD
Automotive Russie SAS (June 2009 – September 2016), Director of SG Equipment
Finance USA
CORP.
(June 2009 – February 2015), RUSFINANCE SAS (June 2009 – November
2014), Chief
Executive Officer of ALD International Participations SAS (June 2009 – November
2011), Director
of ALD Automotive Group Limited (June 2009 – October 2010), Member
of the Board of Directors
of Oradéa Vie (June 2009 – May 2010), Member of the Board of Directors of Sogecap (July 2009 –
June 2019), Chairman of the Board of Directors of Franfinance (June 2009
– October 2014) and
member until October 2018, Director of FIDITALIA S.p.A. (July 2009 – December 2017), Director
of SG Consumer Finance (June 2009 – August 2017), Manager of ALD
International Group
Holdings GMBH (June 2009 – November 2016), Chairman of the Supervisory
Board of GEFA
LEASING GMBH (June 2009 – January 2016), Director of SG Financial
Services Holding (April
2009 – June 2012), Director of Europe Computer Systemes SA (October 2009
– October 2010),
Member of the Supervisory Board of ESSOX SRO (November 2009 – November
2012), Director of
ALD Automotive Private Limited (June 2009 – December 2010),
Member of the Board of Directors
of Newedge Group (January 2008 – January 2009), Member of the Board
of Directors of Generas
SA (September 2000 – June 2003).
Currently, Mr.
Hauguel is a non-voting member of the Board of Directors of Ayvens SA, a Societe
Generale subsidiary specializing in long-term car leasing (since May 2023),
an independent non-
executive member of Société Centrale Prévoir, a holding company in the insurance sector
(since
June 2023), and as of June 5, 2025, he holds the position of Non-Executive Director
of Prevoir Vie,
a subsidiary of Société Centrale Prévoir specializing in life insurance.
He is also a Senior Advisor to Ares & Co (since February 2022), providing
mediation services.
A
TTRIBUTIONS AND RESPONSIBILITIES OF
THE
B
OARD OF
D
IRECTORS
The main competences of the Board of Directors, including those that
cannot be delegated to members of
the executive management, are set by law, by the Articles of Incorporation, Internal Regulations of the
Bank, the “Directive on management of credit authorities within BRD’. In cases
permitted by the law, the
General Shareholders Meeting may delegate other attributions to the Board
of Directors as well.
The Board of Directors sets the main business and development directions
of the Bank and supervises the
activity of the Bank and of the executive management, and also has
the ultimate responsibility for the
operations and the financial strength of the Bank. The Board of Directors
decides on the accounting and
financial control systems and approves the financial planning.
The Board of Directors approves the Bank’s business and risks management strategy, and makes sure that
the activity of the executive management complies with the approved
strategy and policies.
The Board of Directors approves the organisational structure of the Bank, the risk
management policy, the
general remuneration policy of the employees, directors and officers of the Bank.
M
EETINGS OF THE
B
OARD OF
D
IRECTORS
The Board of Directors meets whenever necessary, but at least once every 3 months.
The notices of the Board of Directors’ meetings specify the place, date
and the draft agenda for the
meeting, and no decision can be made regarding unexpected issues, except
for emergency cases and
provided they are ratified by the absent members at the next meeting.
Minutes are drafted for each meeting and include the names of the participants,
the order of the
deliberations, the decisions made, the number of votes cast and the
separate opinions.
On February 10, 2016, Mrs. Flavia Popa – Corporate Secretary was
nominated as Secretary of the Board
of Directors.
A
CTIVITY OF THE
B
OARD OF
D
IRECTORS IN
2025
3
In 2025, 38 meetings of the Board of Directors took place, and the
decisions of the Board were generally
made with unanimity of votes. In specifics cases where certain directors
were in conflict of interest, they
abstained from voting.
The average attendance rate for Board of Directors' meetings was approximately
98%.
Throughout the year, the Board of Directors addressed a wide range of strategic, regulatory and
operational topics essential for the sound management and long-term development
of the Bank. The
Board reviewed major corporate projects and key updates to
the Bank’s regulatory and governance
frameworks, assessed credit-related proposals, and approved
the Business and Risk Management Strategy
for the 2025–2027 period, together with the corresponding evaluations
of the business model and risk
appetite.
Additionally, the Board examined and approved the consolidated and separate financial reports, the
annual budgeting framework for the BRD Group, the risk assessment programs,
liquidity and capital
adequacy frameworks (including ICLAAP), as well as various policies
related to risk management,
internal control and compliance. The Board also reviewed reports resulting
from supervisory activities,
internal and external audits, as well as assessments concerning significant outsourced
activities,
remuneration policies, and key governance processes.
Other matters discussed included updates on major transformation initiatives,
digital developments,
internal audit and compliance activities, monitoring of outsourced services,
implementation of
supervisory measures, and progress on the Bank’s strategic programs. The Board also conducted
evaluations regarding the adequacy of key functions, members of the
management body /management
body, committees set up to support the Board of Directors activity, validated remuneration components
for directors and officers, and endorsed proposals related to the annual governance and
regulatory
obligations of the Group.
Throughout its meetings, the Board was regularly informed about
the macroeconomic and financial
environment, regulatory developments, financial and commercial performance
indicators, significant
risks, and the status of measures required by supervisory authorities. The Board
also reviewed the
activities of its dedicated committees—Audit, Risk Management, Nomination
and Remuneration—which
support the effective execution of its responsibilities.
C
OMMITTEES SET UP IN
SUPPORT OF THE BOARD
OF DIRECTORS
In order to develop and maintain good practices of business administration,
the Board of Directors set up
four committees that assist it in performing its attributions. The structure,
the organisation and operation
rules as well as the attributions of these committees are set and defined
in the Committee Directive set up
to support the Board of Directors.
A
UDIT
C
OMMITTEE
The Audit Committee consists of 3 non-executive directors, of which
2 are independent.
As at December 31, 2025, the members of the Audit Committee were:
Mr. Jean-Pierre Georges Vigroux
(Independent Chairman), Mrs. Liliana Ionescu - Feleaga (Independent
Member) and Mrs Veronique
Schreiber Loctin
(Member).
The members of the Audit Committee have the experience required
for their specific attributions within
the committee.
The Audit Committee meets on a quarterly basis or whenever necessary.
The Audit Committee assists the Board of Directors in performing its
responsibilities in terms of internal
control and financial audit. To this effect, the Audit Committee makes recommendations to the Board of
Directors regarding the strategy and policy of the credit institution in the
field of internal control and
financial audit. The Audit Committee’s responsibilities are presented in the Bank's Corporate Governance
Code available to the interested parties on institutional site in section:
https://www.brd.ro/en/about-
brd/shareholders-and-investors/corporate-governance.
3 She replaced Mrs. Delphine Garcin Meunier.
4
In 2025, 11 meetings of the Audit Committee took place, in which there were analysed the activity
and
reports of internal control and conformity, internal audit and external audit.
After each meeting, minutes were drafted, specifying the aspects that
required improvements, as well as
recommendations for their application.
R
EMUNERATION
C
OMMITTEE
The Committee consisted of 3 non-executive directors, of which 2 are
independent directors.
As at December 31, 2025, the members were: Liliana Ionescu – Feleaga (Independent
Chairman), Mr.
Jean-Pierre Georges Vigroux (Independent member)
The Remuneration Committee meets annually, or whenever necessary.
In 2025, 6 meetings of the Remuneration Committee took place.
In order to perform the attributions entrusted, the Remuneration Committee
analyses the Bank's
remuneration policy which it submits to the Board of Directors for approval;
it submits proposals
regarding the individual remuneration of non-executive directors and
the additional individual
compensation of the directors entrusted with specific functions within
the Board as well as the individual
remuneration of the officers; it supervises directly the remuneration of the coordinators
of the risks’
management and compliance functions; and it supervises the application of
the principles of the staff
remuneration policy and informs the Board of Directors in this respect.
The Remuneration Committee responsibilities are presented in
the Bank's Corporate Governance Code
available to the interested parties on institutional site in section: https://www.brd.ro/en/about-
brd/shareholders-and-investors/corporate-governance.
R
ISKS
M
ANAGEMENT
C
OMMITTEE
The Committee consisted of 3 non-executive directors. As at December 31, 2025,
the members were:
Mr. Didier Albert Yves
Hauguel
(Independent Chairman), Mr. Bogdan-Alexandru Drăgoi (Independent
Member) and Mr. Mathieu Jacques Paul Michel Mary Vedrenne
(Member).
The Risks’ Management Committee meets on a quarterly basis or
whenever necessary.
In 2025, 4 meetings of the Risks’ Management Committee took
place.
At the meetings of the Risks’ Management Committee may participate,
as permanent guests, the members
of the Executive Committee, Chief Financial Officer, Risk Piloting Pole Executive Officer/Risk Deal
Flow Pole Executive Officer, Retail Distribution Executive Officer, Top Corporates Executive
Officer/Sales Manager Top Corporates, DPF Executive Officer, BIS Director and Corporate Secretary.
The Risks’ Management Committee assists the Board of Directors
in defining the global risks strategy of
the Bank and the risk appetite and assists the Board of Directors
in overseeing the implementation of such
strategy.
Its objective is the management of significant risks, risks with high
impact on the assets and/or image of
the Bank (credit risk, market risk, liquidity risk, operational risk
and reputational risk), as well as the risks
associated to the outsourced activities.
The Risks’ Management Committee’s responsibilities are presented in the Bank's Corporate Governance
Code available to the interested parties on institutional site in section:
https://www.brd.ro/en/about-
brd/shareholders-and-investors/corporate-governance
N
OMINATION
C
OMMITTEE
As at December 31, 2025, the Committee was composed of 3 non-executive
directors of the Board of
Directors: Mr. Bogdan-Alexandru Drăgoi (Chairman), Mrs. Liliana Ionescu-Feleaga (Independent
Member) and Mrs. Valerie Marcelle Paule Villafranca
(Member).
The Nomination Committee meets half-yearly or whenever necessary.
In 2025, 5 meetings of the Nomination Committee took place.
4
He replaced Mr. Benoit Jean Marie Ottenwaelter.
5
6
In exercising its powers, the Nomination Committee identifies,
makes proposals and submits for approval
by the Board of Directors, the nominees to fill positions within
the management body; is involved in
formulating the policy on the selection, evaluation and sequencing of
the management body members,
which it submits to the Board of Directors for approval; it assesses periodically
and at least once a year
the structure, size, composition and performance of the management
body and makes recommendations to
the Board of Directors on any modifications which it considers
necessary.
The Nomination Committee’s responsibilities are presented in the Bank's Corporate Governance Code
available to the interested parties on institutional site in section: https://www.brd.ro/en/about-
brd/shareholders-and-investors/corporate-governance
E
XECUTIVE
M
ANAGEMENT
The management and the coordination of the current activity of the Bank
is delegated by the Board of
Directors to the executive officers.
The executive officers of the Bank are elected by the Board of Directors, among
directors or from outside
the Board, and act together in the Executive Committee.
The term of mandate is of 4 years and can be renewed.
The Executive Committee is composed of the CEO and six Deputy CEOs.
The Executive Committee is
led by the CEO.
The year 2025 brought changes to the composition of the Executive Committee,
as follows:
ü
The National Bank of Romania (NBR) has approved:
●
Mr. Jean-Philippe Talec,
as Deputy CEO, Technology and Administration, for a four-year term
starting June 18, 2025.
●
The assignment of new responsibilities to Mr. Vladimir Pojer, Deputy CEO, Finance and Operations,
involving the coordination of the Operations Pole and the Financial Market Services
Division.
●
The assignment of new responsibilities to Mr. Philippe Thibaud, Deputy CEO, Risks, involving the
coordination of the Antifraud Division
;
ü
Mr. Alexandru-
Claudiu Cercel-Duca’s mandate as Deputy CEO Financial Markets, was renewed, for
a 4 years period, starting December 8, 2025.
M
EMBERS OF THE
E
XECUTIVE
C
OMMITTEE AS
OF
D
ECEMBER
31,
2025
Maria ROUSSEVA
CEO
Date of birth: April 24, 1972;
Year
of the appointment as CEO: 2023;
Term of mandate expires in: 2027;
She has no shares in BRD-Groupe Société Générale's
capital.
Compliance Officer, person responsible for coordinating the implementation of internal policies and
procedures for the application of ''Law No. 129/2019 for the prevention
and combating of money
laundering and terrorist financing'' and of the ''NBR Regulation no.
2/2019 on preventing and
combating money laundering and terrorism financing''
Structures coordinated: General Secretariat, Compliance Department, Human
Resources Department,
Legal Department, Internal Audit Department, Transformation Department and Security Division
5
Throughout this report, the terms “Executive Committee”
and “Management Committee” are used interchangeably.
6
Starting November 6, 2025.
7
Member of various Committees beyond the Management Committee and
the Board of Directors.
Other information: please see the section “Board of Directors” of
the present Report.
Alexandru-Claudiu CERCEL-DUCA
Deputy CEO - Financial Markets
Date of birth: February 17, 1968;
Year
of the appointment as Deputy CEO: 2008;
Latest renewal of the mandate: 2025
Term of mandate expires in:2029;
He has 1,030 shares in BRD-Groupe Société Générale's
capital.
Coordinated the Financial Markets Pole including the following structures
Financial Markets
Division, Titles Division, Financial Markets Solutions and Governance Division, Markets’ Analysis
Service Unit.
Member of various Committees beyond the Management Committee.
Information on mandates held
According to the information provided through the statement of
affiliation, he has no executive and
non-executive positions in not-for-profit institutions and fulfils the conditions regarding
the number of
mandates established by the law- one executive mandate within
BRD-Groupe Société Générale.
He is member of Asociation Cambiste Internationale (ACI)
and Clubul de la Roma (Romanian
chapter) (ARCOR).
Biography
Graduated the Economic Studies Academy - Cybernetics Faculty, in 1992, as well as various
management and leadership training courses organized both by Societe Generale
and other banking
institutions: Nomura Bank (London), Bank of America (San Francisco),
or the Montreal University
and London Business School.
He graduated the Executive Master of Business Administration (EMBA)
- ASEBUSS Bucharest /
University of Washington, USA. Between 1992 and 1993, he was a sales manager in the field of
communications products.
He has worked within BRD-Groupe Societe Generale since 1993,
and occupied the positions of
Treasury Officer, FX technical analyst, FX trader, Treasury
Deputy Manager, Market Operations
Manager and Executive Officer of Financial Markets.
Philippe Yves
Henri Pierre Marie
THIBAUD
Deputy CEO Risks
Date of birth: February 5, 1968
Year
of the appointment as Deputy CEO: 2020;
Latest renewal of the mandate: 2024
Term of mandate expires in: 2028;
He has no shares in BRD-Groupe Société Générale's
capital.
Structures coordinated:
Risk Piloting Pole Financial Risks, Risk Piloting Pole – Non
- Financial Risks,
The Level 2 Control Unit, Risk Deal Flow Pole, Special Credit Management Department
and
Antifraud Division.
Member of various Committees beyond the Management Committee.
Information on mandates held
7 Starting November 6, 2025.
According to the information provided through the statement of
affiliation, he has no executive and
non-executive positions in not-for-profit institutions and fulfils the conditions regarding
the number of
mandates established by the law- one executive mandate within BRD-Groupe
Societe Generale and
two non-executive mandates – one inside BRD-Groupe Societe Generale
Group and one outside
Societe Generale Group.
Biography
He graduated from Université Paris I - Panthéon Sorbonne, has a diploma from
Ecole Normale
Supérieure de Cachan, qualification on Aggregation Economics and
Management and also a diploma
from Université Paris XI – Val de Marne Créteil - Postgraduate (DEA) Management.
Mr. Thibaud has 25 years of experience in risk management and credit analysis field.
During his career, Mr. Thibaud acquired a significant expertise in various fields of risk management:
credit risk, operational risk, market risks, experience in all markets from
retail to very large CIB
clients, LOD2 as well as LOD1 positions held in France as well as in The
Netherlands, management
of large teams.
Mr. Thibaud held the following positions in banking field: Deputy Head of Risk France with Société
Générale, Paris (January 2018-August 2019), Head of Risk North of
France at Société Générale, Paris
/ based in Lille (September 2014-December 2017), Co-Head of Credit Société
Générale, Paris CIB –
France (March 2008-August 2014), Relationship Manager, CIB - The Netherlands at Société
Générale, Amsterdam branch (September 2001-February 2008), Credit
Manager at GE Access –
European headquarters (May 2000-August 2001).
He also has academic expertise as Allocataire Moniteur Normalien
(Lecturer / Researcher) at the
Université Paris XII, Université Paris I Pantheon-Sorbonne and at
the Institut Universitaire de
Technologies de Sceaux (September 1994-August 1996), Teacher of Accounting and Management,
Training co-coordinator of the Chartered Accountant Preparation at Ecole Nationale de Commerce
de
Bessieres (September 1996-April 2000).
In September 1
st
, 2019, he joined BRD - Groupe Societe Generale as Advisor
of BRD’s CEO and
since February 18, 2020, he holds the position of Deputy CEO
Risks.
Mădălina - Otilia TEODORESCU
Deputy CEO Retail
Date of birth: May 24, 1974
Year
of the appointment as Deputy CEO: 2023
Term of mandate expires in: 2027;
She has no shares in BRD-Groupe Société
Générale's capital.
Coordinates Retail Pole including the following structures: Retail Network Department,
Alternative
Channels Sales Division, Retail Customers Value Management Department, Suport Retea Retail
Department, Contact Centre Department, Retail Digital Transformation Department, European
Funds,
National Programs and Partnership Department,
and Lending Retail Department.
Member of various Committees beyond the Management Committee.
Information on mandates held
According to the information provided through the statement of
affiliation, she has no executive and
non-executive positions in not-for-profit institutions and fulfils the conditions regarding
the number of
mandates in companies established by the applicable law - one executive
mandate within BRD- Groupe
Societe Generale and two non - executive mandates (one inside Societe Generale
Group and one outside
Societe Generale Group).
Biography
She graduated from Faculty of Finance, Banking and Trade Relations of the Romanian-American
University.
She has over 30 years of experience in the banking field, out of which 25
in management positions such
as: Manager - Citibank Romania (Sept 2000 – June 2002); Head of department
for VIP Sales and
Strategic Partnerships; Retail Area – Raiffeisen Bank SA (June 2002 – Dec.2003);
Director of
Consumer Division, Retail Area – Raiffeisen Bank SA (January 2004 –October 2005);
Executive
Director of Private Individuals Lending Division, Retail Area – Raiffeisen Bank SA
(October 2005 –
June 2008); Executive Director – Chief Commercial Officer – Raiffeisen Bank SA (June 2008 –Aug.
2014); Deputy General Manager - Piraeus Bank Romania (Sept. 2014
– June 2018); Vice President -
First Bank Romania, Member of Executive Management Committee (since
June 2018 - March 3, 2023).
Other positions occupied in the banking industry: Member of the Board
of Directors, Raifeissen Asset
Management (September 14, 2009 – August 31, 2014); Member of the Board
of Directors, Raiffeisen
Leasing (December 8, 2011-
August 31, 2014); Advisor to the Chairman, Romanian Commercial Bank -
BCR - Head-office (Sept. 1999 - Sept. 2000); Head-office – Documentary Operations - Documentary
Affairs officer, Victoria
Branch – Documentary Operations – Senior Economist Head office - Corporate
Banking Department - Relationship Manager BANCOREX (1995 –Sept. 1999).
Since June 9, 2023, she holds the position of Deputy CEO Retail BRD -
Groupe Societe Generale S.A.
Supplementary, currently,
she is member of the BRD Asigurări de Viața S.A. Board of Directors (since
September 16, 2024) and of Biroul de Credit S.A. (since March 25, 2024).
Jean-Philippe GUILLAUME
Deputy CEO Global Corporates
Date of birth: June 27, 1968
Year
of the appointment as Deputy CEO: 2024;
Term of mandate expires in: 2028;
He has no shares in BRD-Groupe Société Générale's
capital.
Coordinates the Global Corporates Pole including the following structures:
Environmental Social and
Positive Impact Financing Division, Corporates Transversal Management Center, Top Corporates
Coverage Department, SME Coverage Department, Corporate Marketing
& Sales Management
Department, Corporates Credit Group Department, Structured Finance
Division, Corporate Finance
Division, Global Transaction Banking Department, Corporates Digital Transformation Division;
Member of various Committees beyond the Management Committee.
Information on mandates held
According to the information provided through the statement of
affiliation, he has no executive and
non-executive positions in not-for-profit institutions and fulfils the conditions regarding
the number of
mandates established by the law- one executive mandate within BRD-
Groupe Société Generale S.A.
Biography
He graduated from Institut d’Etudes Politiques de Paris (Sciences-Po) with
two Master degrees: in
Economics and Finance, as well as in Corporate Finance and Capital
Markets.
Also, he holds a Master degree from Conservatoire National des
Arts et Métiers (CNAM), in Wealth
Management.
He has 32 years of experience in the banking field, out of which over 25
in management positions,
inside Societe Generale Group, such as: Deputy Head of International Retail
Banking for Europe
Societe Generale - Business Unit covering SG's commercial activities in Romania
(BRD), Czech
Republic (KB), Germany (BDK and Hanseatic Bank), Italy (Fiditalia), France
(CGl) (August 19, 2019
to December 31, 2023); Member of the Board of Directors of SG Montenegro
(July 26, 2018 to July
16, 2019); Chairman of the Board of Directors of SKB, SG Group, Slovenia
(April 18, 2018 to
December 13, 2019); Chairman of the Supervisory Board of Ohridska
Banka,
SG Group, North
Macedonia (April 12, 2017 to December 27, 2019); Regional Head Societe
Generale for the Balkans
(including Serbia, Bulgaria, Slovenia, Albania Montenegro, Moldova,
Macedonia) (July 15, 2015 to
August 18, 2019); Chief Executive Officer of SG Cameroon - Universal bank, subsidiary
of Societe
8
9
Generale Group in Cameroon (January 1, 2012 - July 14, 2015);
Member of the Board of Directors of
Compagnie Générale d’Affacturage (CGA) - SG Group Factoring subsidiary (March 10,
2010 to April
7, 2021); Head of Commercial and Marketing of the Retail banking Division
outside France (March 8,
2010 to December 31, 2011); Head of the Region South Picardy in the French Network (September
17, 2007 to April 1, 2010) ; Chief Executive Officer of Compagnie Générale d'Affacturage (July
1,
2002 to September 16, 2007); Deputy Chief Executive Officer of Compagnie Générale
d'Affacturage
(May 25,1999 to June 30,2002).
Other positions occupied: Banking Inspector Societe Generale (internal
audit and advisory) from
September 7, 1992 to May 24, 1999.
Other mandates in the financial field: Chairman of the Advisory Board
of ALD Lease Finanz, SG
Group, Germany (July 1, 2022 – December 31,2023) and outside the financial
field: Member of the
Supervisory Board of Reezocar, SG Group, France (December 15, 2021-
December 31,2023).
In January 2024,
he joined BRD
- Groupe Societe
Generale by
taking over the
position of Advisor
to
the CEO.
Since May 23, 2024, he holds the position of Deputy CEO, Global Corporates.
Vladimir POJER
Deputy CEO Finance and Operations
Date of birth: September 16, 1983
Year
of the appointment as Deputy CEO: 2024;
Term of mandate expires in: 2028;
He has no shares in BRD-Groupe Société Générale's
capital.
Structures coordinated: Financial Department, Level 2
Financial Control
Service,
Operations Pole,
Financial Market Services Division,
Procurement and Supplier Management Department.
He is member of various Committees beyond the Management Committee.
Information on mandates held
According to the information provided through the statement of
affiliation, he has no executive and
non-executive positions in not-for-profit institutions and fulfils the conditions regarding
the number of
mandates established by the law- one executive mandate within BRD-
Groupe Societe Generale and
one non-executive mandate outside Societe Generale Group.
Biography
He holds a Master of Science
degree in Monetary Economics and Banking
& International Business at
the University of Economics,
Faculty of Accounting, Prague
and a Bachelor of
Science in International
Business at University of Economics, Faculty of International
Relations, Prague.
Mr. Vladimir
POJER is a person with
over 19 years’ experience
in the banking field, out
of which more
than
14
years
in
management
positions
within
Komercni
Banka
a.s,
such
as:
Head
of
Planning
&
Reporting
Department
/
CIB
Top
Corporations
(June
1
st
,
2011
to
October
31
st
,
2012),
Manager
of
Planning
and
Reporting
/
Strategy
&
Finance
(November
1
st
,
2012
to
March
31
st
,
2016),
Director
of
Management Accounting
/ Strategy
& Finance
(April 1
st
, 2016 to
March 31
st
, 2020)
and within
Modra
Pyramida a.s.
as CFO
- Member
of the
Executive Board
of Directors
(April 1
st
, 2020
– August
31
st
,
2024).
Other functions occupied in Komercni Banka a.s: Sales promotion specialist
/ CIB Top Corporations
(June 1
st
, 2007 to May 31
st
, 2011), Management steering & controlling specialist / CIB Corporate
Banking (September 1
st
, 2006 to May 31
st
, 2007).
In the non – financial sector, he was Non-executive Chairman of the Supervisory Board of Foundation
Nadace Komercni Banky Jistota (July 15
th
, 2018 to May 27
th
, 2021).
8
Since June 13, 2025.
9 Since June 13, 2025.
10
Starting September 1
st
, 2024, he has been a member of the Supervisory Board of
CIT ONE SA.
In September 2024, he
joined BRD -
Groupe Societe Generale
by taking over the
position of Advisor
to BRD’s CEO and since November 15
th
, 2024, he has been holding the position of Deputy
CEO.
Jean-Philippe TALEC
Date of birth: May 8, 1971
Deputy CEO Technology and Administrative
Year of the appointment as Deputy CEO: 2025;
Term of mandate expires in: 2028;
He has no shares in BRD-Groupe Société Générale's
capital.
Structures coordinated:
Information Technology & Security Pole, Real Estate Management and
Logistics Operations Department, Cash Administration Department.
He is member of various Committees beyond the Management Committee.
Information on mandates held
According to the information provided through the statement of
affiliation, he has no executive and non-
executive positions in not-for-profit institutions and fulfils the conditions regarding
the number of
mandates established by the law- one executive mandate within BRD-
Groupe Société Generale S.A.
Biography
He has an MBA from the University of Connecticut (dual diploma)
with a major in Finance from
ELSCA, Paris, and a Master 2 (DESS) degree in Banking, Finance,
and Commodities Trading (BFNI)
from Bordeaux University.
Mr. Jean-Philippe TALEC
has over 22 years of experience in management positions in the banking
sector, including over 19 years with the Societe Generale Group. His roles include: Project Director
in
Societe Generale Corporate and Investment Banking - SGCIB
Operations, Paris (August 2005 to July
2007); Chief Operating Officer for Operations at Societe Generale Singapore, Asia Pacific
Region
(August 2007 to December 2010); Head of Transformation for the Asia Pacific Region
(APAC - Hong
Kong) at Societe Generale Hong Kong, Managing Director (January 2011 to July 2014); Deputy CEO
&
COO and Board Member at Societe Generale China (August 2014
to July 2018); Country Chief
Operating Officer in Morocco, Member of the Bank's Executive Committee in Morocco
(Comex) /
Group Ambassador (August 2018 to August 2022); and Deputy CEO
at Societe Generale Factoring
(SGF) and Board Member / Group Ambassador (September 1, 2022
– August 30, 2024).
Outside the banking sector, Mr. Talec
held various consultancy roles at Andersen Consulting (April
1998 - March 2000) and at PWC Consulting (March 2000 - June 2005).
Additionally, he served as Commercial Attaché for the Economic Department of the French Embassy in
Egypt, focusing on services, industrial goods, and consumer goods
(April 1996 - June 1997).
In September 2024, Mr. Talec joined BRD - Groupe Societe Generale as Advisor to the CEO and since
June 18, 2025, he has been a member of the Bank's Management Committee,
serving as Deputy CEO of
Technology and Administration.
A
TTRIBUTIONS AND RESPONSIBILITIES
The executive officers are in charge of taking all the measures in relation to the Bank’s management,
within the limits of the Bank's object of activity and in compliance
with the powers exclusively reserved
by law or by the Articles of Incorporation to the Board of Directors and
the General Shareholders
Meeting.
10
Starting June 18,2025.
Each executive officer is vested with all the powers to act on behalf of the Bank and
to represent it in the
relationships with third parties, in any circumstances related to the activities
that they coordinate, in
compliance with the legal provisions, the Articles of Incorporation and
the Internal Regulations of the
Bank.
Within the limit of the powers and responsibilities set forth by the Board of Directors, the executive
officers act jointly, organised in the Executive Committee, for a series of activities / operations specific to
the activity of the Bank, detailed in the Articles of Incorporation, in the Internal
Regulations of the Bank,
the “Directive on the management of credit authorities within BRD”.
M
EETINGS OF THE
E
XECUTIVE
C
OMMITTEE
The meetings of the Executive Committee are held at least once every
two weeks, or any time the activity
of the Bank requires it.
In 2025,
112
meetings of the Executive Committee took place.
The average attendance rate for Executive Committee meetings was approximately
92%.
The decisions of the Executive Committee are made with votes
“FOR” of at least four members of the
Executive Committee.
Voting
cannot be delegated within the meetings of the Executive Committee.
The minutes of the meeting are signed by the executive officers who attended
the meeting immediately
after their drafting.
The Executive Committee provided the Board of Directors, regularly and
comprehensively, detailed
information about all the major aspects of the Bank's activity, including risk management, potential risk
assessment and compliance matters, measures taken and recommended,
irregularities found while
performing its attributions. Any major event is communicated immediately
to the Board of Directors.
C
OMMITTEES SET UP WITHIN
THE
B
ANK
(
OTHER THAN THE COMMITTEES
SET UP IN SUPPORT
OF
THE
B
O
D)
In order to develop and maintain good practices in the management of
its activities, the Executive
Committee decided to set up Committees to assist it in carrying out its
responsibilities.
These Committees may have a decisional or consultative role, as described
in the mission and
responsibilities of each committee.
The Committees will decide on aspects that do not fall within the competence
of other statutory bodies
according to the legislation in force, internal regulations or the Bank's
Articles of Incorporation.
The Executive Committee will be informed annually or as often as
necessary of the decisions taken by the
decisional committees.
In terms of their consultative role, the Committees will forward the
elements analysed/discussed to the
Executive Committee for information or decision, if deemed necessary.
Other Committees may also be set up at Bank level in order to
improve the efficiency of the activity.
Interaction between committees will be ensured by the Secretariat of
the Committees, who will send the
relevant extracts from the minutes of committee meetings to
the corresponding Secretariat.
BRD
-
G
ROUPE
S
OCIÉTÉ
G
ÉNÉRALE
’
S SHARES HELD BY THE MEMBERS OF THE
B
OARD OF
D
IRECTORS AND OF THE
E
XECUTIVE
C
OMMITTEE AS AT
D
ECEMBER
31,
2025:
N
AME
N
UMBER OF SHARES
A
LEXANDRU
-C
LAUDIU
CERCEL
-DUCA
1,030
R
IGHTS OF SHAREHOLDERS
BRD-Groupe Societe Generale respects the rights of its shareholders
and ensures equal treatment for all
of them.
V
OTING RIGHT
The Bank's shares are indivisible and confer equal rights to their holders,
each share entitling to one vote
in the General Shareholders Meeting.
General Shareholders Meetings are called by the Board of Directors.
The notice of meeting is sent at least 30 days before the date set,
in compliance with the legal provisions
regarding the publicity and notification of the Financial Supervisory Authority
- Financial Instruments
and Investments Sector and of the Bucharest Stock Exchange ("BVB").
The shareholders can attend the General Shareholders Meetings in person,
through a representative, they
can vote by correspondence or voting by electronic means using AGABRD.VOTING.ro
platform.
Voting
by electronic means in General Shareholders Meetings will be possible
only under the conditions
of proper compliance with the provisions of Law no. 31/1990 on companies,
republished, as amended and
supplemented, as well as with the special provisions of Law no. 24/2017
and Regulation 5/2018,
including those relating to the application of the cumulative voting method.
Shareholders registered in the Register of Shareholders of BRD kept by
the Central Depository S.A. on
the reference date, may participate and vote at the General Shareholders
Meeting by using electronic
means of voting, both in circumstances where shareholders are not
physically present at the meeting and
in circumstances where shareholders are physically present at General Shareholders
Meetings. Voting
shall be carried out through an online web platform subject to the requirements
and constraints necessary
to ensure the identification of shareholders and the security of electronic
communication and only to the
extent that they are proportionated to the achievement of those objectives.
Forms of power of attorney and vote by correspondence are made available
to the shareholders in the
special section on the Bank's own Internet page.
The procedures regarding the works of the General Shareholders
Meeting are available to shareholders
and other interested parties on the institutional site.
R
IGHT TO DIVIDENDS
Each share of the Bank, held by a shareholder at the registration date
(set according to the specific
regulations and approved by the General Shareholders Meeting) entitles
the shareholder to dividends for
the prior financial year, in the quantum and conditions established by the General Shareholders
Meeting.
The Dividend Policy is available to shareholders and other stakeholders
on institutional site in Corporate
Governance section: https://www.brd.ro/en/about-brd/investors-and-shareholders/corporate-
guvernance/dividend-policy
The dividend policy reconfirms the engagement of the Board of Directors
to offer shareholders the
opportunity to obtain a return for the invested capital and for the Bank
the opportunity for a sustainable
development.
R
IGHT TO INFORMATION
BRD makes sure its shareholders have access to relevant information, so
that they may exercise all their
rights in an equitable manner. The communication strategy of the Bank relies on the following principles:
Ø
Equal access to information for all shareholders and immediate availability
of relevant
information;
Ø
Meeting deadlines for the publication of the results;
Ø
Transparency and coherence of the provided information.
BRD-Groupe Societe Generale sets up and maintains a dedicated structure
managing the relation with
investors and other stakeholders.
Shareholders / investors may send their requests to the Bank through
e-mail or over the telephone, at the
contact data displayed on the institutional site. The relevant
information is published on the Bank's
internet page, both in Romanian and in English.
For the information of shareholders and investors, the Bank sets at the beginning
of the year a financial
reporting calendar, which it sends to the Bucharest Stock Exchange and to the Financial Supervisory
Authority. The quarterly financial reporting is prepared according to International Financial Reporting
Standards as adopted by the European Union - and in compliance with
the regulations specific to the
capital markets.
In order to communicate on its financial results, BRD-Groupe Societe Generale
organizes meetings/ live
audio webcasts with financial analysts, investment consultants, brokers
and investors. These meetings
during which the results of the Bank are presented, are an opportunity for
Bank’s management and the
financial market analysts to exchange opinions. The same policy of transparency
has been adopted
regarding the communication with the rating agencies and with capital markets
institutions. In 2025, BRD
Group organised 4 live audio webcasts for presenting its financial results.
2026
FINANCIAL CALENDAR
Publication of the preliminary financial
results
December
31, 2025
February 6, 2026
Publication of the Annual Report 2025 – financial
results
as of
December
31, 2025
March 18, 2026
General Shareholders Meeting
April 29, 2026
Communication of results as of Q1 2026
April 30, 2026
Communication of results as of
1
st
half of 2026
July 30, 2026
Communication of results as of
Q3 2026
October 29, 2026
3.
H
UMAN
R
ESOURCES
K
EY FIGURES
2025
Ø
4,965
active employees in BRD, with:
●
400
external recruitments
●
524
functional mobility
●
15.8%
total turnover, out of which
9.8%
voluntary turnover.
The number of active employees of the Group as of 2025 end was 5,124
(2024 end: 5,840), while the
number of active employees of the Bank as of 2025 end was 4,965 (2024
end: 5,670). Active employees
are those present at work (excluding maternity leave and long - term sick
leave).
In an increasingly challenging macroeconomic and geopolitical landscape,
defined by heightened tension,
uncertainty, global fragmentation, tax volatility, industry consolidation, and accelerating digital
transformation, BRD remains committed to adapting its organizational structure and
operating model to
safeguard resilience and future growth, which influences the activities
and initiatives of the Human
Resources Department (HR).
In 2025, HR continued to deliver projects and actions in line with the
strategic HR axes: career
management, managerial development, employee engagement, efficiency and communication.
B
USINESS SUPPORT AND CONTINUOUS IMPROVEMENT
Throughout 2025, the Human Resources Department continued
to support the business, by sustaining the
evolution of the business model. The Bank's goal was to ensure efficient and
dynamic structures, in order
to better respond to customer needs (increased focus on remote banking
operations) and to maximize the
results obtained. Among the main projects we mention: optimizing
the structure of the different
departments at the Head Office level with a focus on span of control and delayering to create
a stronger
empowerment and to increase the ownership of each employee, increasing
the limits of competences for
the corporate commercial structure, territorial reorganizations at network level (relocations
and mergers
of agencies) etc.
C
AREER
M
ANAGEMENT
During 2025, the Human Resources Department continued individual
meetings with employees (1700
meetings in total, of which 880 were career accompanying) to identify
their potential as well as
expectations related to career development, based on their skills and abilities.
Also, meetings were held
with all new employees to efficiently accompany them in the onboarding process.
Compared to 2024,
there was a decrease in this activity, because during 2025 the adaption of the organizational structure was
the first priority.
Over 500 employees changed positions as a result of the Bank's internal
mobility policy, changes that
required role-specific trainings with different learning methods. In the context of the
adaption of our
organizational structure and operating model to boost efficiency, mobility was based on real needs for
profiles with new skills acquired or quickly adaptable (upskill/reskill).
400 people were recruited from external in 2025, mostly at network level,
to fill vacancies, expand the
commercial capacity and achieve the Bank's sales objectives, but also certain
highly specialized positions
in the headquarters, with a focus on the IT area to support the omni-channel
and digital strategy as well as
Audit, Risk, for better risk management.
The level of education of the employees is as follows: 90% of our employees
have graduate studies and
10% undergraduate studies.
T
RAINING
&
R
ISK
A
WARENESS
In order to support the professional development of employees in line with
business objectives, we are
implementing a comprehensive annual training plan.
The 2025 training strategy aimed both at developing commercial, technical
(business strategy),
managerial and specific regulatory skills through risk management and
compliance for BRD employees.
Throughout the year, compulsory training courses have been allocated to all staff or certain populations
on various topics such as: conformity, conduct, ethics, internal control, financial regulations, reporting
standards, culture and conduct, etc.
The training plan is diversified, adapted to meet the needs of employees
at all levels (junior,
senior/expert) and focuses on supporting the development of role-specific
skills through a balanced
approach to theoretical and practical learning. Employees are encouraged
to actively participate in the
selection of training initiatives, working with their managers to
assess and address their individual
training requirements.
The e-learning project developed with the CPBR (Romanian Banking Employers'
Council), the Trade
Union representatives (via the FSAB) and the other 4 Member Banks
(BCR, Raiffeisen, ING and
UniCredit), continued. The project has as its main objective the development
of employees' skills so that
we can adapt more easily to the labor market and the challenges of the
digital future.
The main development axes in the training programs were:
Ø
Development of the risk culture within BRD through compulsory e-learning
courses developed in
cooperation with Societe Generale
(“Code of Conduct”, “Information Security”, Market Abuse
“Fatca”, “Anti-corruption”, “Environmental risk management”,
“Fight against money
laundering”, etc.) and local e-learning (OSH — safety and health at work,
“Physical Security
Events”, “GDPR”, “KYC-AML-CFT” module for newcomers), multiplying
practical cases in
virtual/face-to-face courses;
Ø
Development of the specific competences of corporate social
responsibility (CSR) with focus on
the ESG training (Environmental, Social and Governance) both through
e-learning training using
course platforms and through physically organized courses, Climate Fresk workshops
that
continued in 2025 especially for newcomers.
Ø
New-employee integration traineeships:
ü
the ‘Welcome to BRD week’ program, in which new employees have access to general
knowledge of the Bank, BRD values, basic knowledge of compliance,
credit risks, and
HR training, career management issues;
ü
Induction — for front office commercial teams — focuses on knowledge of specific
products and applications, related risks, behavioral skills, and the development
of specific
commercial skills through an expert approach to learning.
Ø
Leadership programs for developing managerial skills (Acceleration Leadership
Development
Program dedicated to all managers), behavioral training programs
(topics such as: customer
relationship management, change management, communication and courageous
conversations,
structure, prioritize, delegate and managerial empowerment, sales and
negotiation techniques,
stress management, conflict management, teamwork, feedback - a tool for development
and
performance, how to make a team meeting more attractive, hybrid
management, simplification
webinars etc.), teambuilding seminars for developing the collaboration and
cooperation skills
within BRD teams, coaching sessions program dedicated to all employees.
Ø
Training program dedicated to retail network workforce (Sales Force Effectiveness) in order to
support a culture focused on client (sales and services) and performance
management.
Ø
Mentoring programs with the aim of developing successors, develop
behaviors and cultural
transformation, to encourage managers to people development, to create human
connections for a
more efficient transversal way of working.
Ø
Other training programs, based on business requirements and regulations:
ü
certification-trainings in the field of insurance and private pensions
for front-office
employees;
ü
initial and continuous training courses in e-learning format for MiFID
II.
E
MPLOYEE ENGAGEMENT AND IMPACT
ON THE EDUCATIONAL ENVIRONMENT
In 2025, BRD continued to involve employees both in internal training
activities such as Welcome BRD,
or other specific trainings through expert input from various departments, as
well as in the external
environment through the Mindcraft Academy educational program built to
engage in a conversation with
young people at universities about their future.
BRD invests in culture, education, technology, sports, and
the environment as key areas for building a sustainable future and facilitating
young generations' access to
the resources they need to develop. BRD supports and stands alongside young
people through the
Mindcraft Academy Program because it aims to play an active role
in building a better future. By
encouraging and supporting those who pave the way for change, we will
have positive actors in society.
Education is essential for development, for creating and sustaining communities
distinguished by
cohesion and inspiring young people to reach their potential. The
focus was on leaders and active students
in student organizations who, through this event, had the opportunity to participate
in interactive
workshops, mentoring sessions, and masterclasses led by professionals
and leaders from various fields.
The content was developed based on their needs and aimed both
to provide practical information and
success models, as well as to broaden their range of questions and concerns.
At national level BRD maintains the existing partnerships with the largest universities
in different regions
and extended the collaboration with new educational institutions. BRD’s communication team put in
place a long-term plan to enter in all universities in the country and continues
to create a national network
of hubs to talk with young people about careers, technology, innovation, money, sustainability. Co-
working spaces, laboratories, libraries, lounges, etc., were organized and the important events of
the
universities were supported, delivering interesting content for students
(eg how to build a CV,
how to be
attractive for employers). Together with colleagues from the network
a plan for more than 30 universities
was put in place. The new places in universities started to be designed
and the plan is to go with internal
specialists to sustain different trainings/workshops. BRD short term objectives from this
relationships
with educational institutions are to generate awareness and increase the
rate of participants, while on long
term the aim is to create brand affinity and present BRD as a modern bank that facilitates
growth and
development.
W
ORK
/
LIFE BALANCE
In order to ensure a balance between professional and personal life,
the Human Resources Department
continued the projects:
Ø
hybrid way of working, a work mix from the office and remote work, with a policy
of gradual
return to the office.
Ø
Workshops dedicated to our coleagues that work directly with the customers in order to better
manage emotions and difficult relations.
Ø
"The BRD ID card Matters!" is the project through which we negotiate
discounts and offers for
BRD employees in areas such as well-being, foreign language
courses and personal development,
vacations and travel, healthcare services, culture and publications, and many
others.
R
EMUNERATION
P
OLICY AND
P
RACTICES
The BRD Remuneration Policy and Practices respects:
Ø
Local and EU regulations: Regulation 5/2013 BNR modified by Regulation
11/2020 and by
Regulation 2/2022, CRD V, delegated Regulation (UE) 923/2021, MiFID II, Volker
Ø
EU guidelines on sound remuneration policy and remuneration of sales
staff
Ø
Societe Generale policies
The Remuneration Policy is approved by the Board of Directors of
BRD upon recommendation of the
Remuneration Committee.
BRD
REMUNERATION POLICY
Ø
Is constantly adapted to the culture, growth and profitability objectives and
to the long-term
strategy of the Bank, as well as its control framework;
Ø
Promotes a sound and efficient risks’ management; for the employees involved
in the activity of
Financial Markets and investment advice, sound and prudent
management of the risks related to
sustainability is also implemented starting with March 2021;
Ø
Helps limit and control of possible operational risks without encouraging
any risks that exceed
the Bank's risk tolerance level. The Bank encourages a prudent behavior
(avoiding excessive
risks);
Ø
Recognises the individual and collective performance, while encouraging
teamwork, ensuring a
fair and competitive remuneration subject to strictly complying with
the powers and performance;
performance is assessed in a multiannual framework;
Ø
In evaluation of individual performance, financial and non-financial criteria
are considered, as:
accumulated knowledge, personal development, contribution to the team's
performance etc.
Ø
Based on the principle of equal treatment, i.e. equal remuneration
for male staff members and
female staff members, for performing the same work or work of equal value.
The Bank ensures a correct and competitive remuneration, by strictly
complying with competences and
performances, with 2 components correctly proportioned:
Ø
fixed component
Ø
variable component
Fixed remuneration - reflects the relevant professional experience and
organisational responsibility,
according to the employee's job description as part of the employment
terms. Fixed remuneration
represents a sufficiently high proportion of the total remuneration to allow the application of
a fully
flexible policy on the components of variable remuneration, including
the possibility of not paying any of
its components.
Variable
remuneration - reflects a sustainable and risk-adjusted performance
as well as the performance
that exceeds the necessary performance to fulfill the duties provided for
in the employee's job description
as part of the employment terms.
Variable
remuneration:
Ø
It is not guaranteed or carried forward automatically from one year
to another. The variable
component distribution mechanisms do not guarantee the granting of
sums over several years.
Thus, the variable remuneration is subject to a fair annual review process;
Ø
Guaranteed bonuses are granted only in exceptional circumstances related
to the time of
employment and can only be granted in the first year of employment
and when the Bank has a
sound and solid capital base. BRD personnel is not overly dependent on bonuses;
Ø
It does not limit the Bank's ability to strengthen its capital base;
Ø
It is not paid through means or methods that facilitate the circumvention
of the regulations in
force;
Ø
It does not encourage taking risks which influence the Bank's risk profile;
Ø
It also takes into consideration all current or future risks;
Ø
Payments relating to the early termination of a contract reflect performance
achieved over time
and do not reward failure or misconduct.
The Bank may decide to reduce or not even grant the variable remuneration
if it cannot be supported in
accordance with the overall financial situation of the Bank, of the structure
in which the activity is carried
out and the employee concerned.
The variable remuneration is considerably reduced if the Bank records
a poor or negative financial
performance, taking into account both the current remuneration as well
as the reductions in payments
related to the sums due, as previously determined, including malus or clawback
agreements signed. Up to
100% of the variable remuneration is subject to malus or clawback
signed agreements.
For different types of jobs, it is possible to use different schemes for granting the variable remuneration.
There is a maximum limit defined for the variable component, which may
not exceed 100% of the fixed
component of the total remuneration.
For sales staff, commercial objectives are set to take into account the rights and interests
of the customers,
so that:
Ø
Sales process is in the client's interest;
Ø
They do not promote the provision of a specific product/ service or
a category of products/
services over other products/ services such as products/ services which
are more profitable for the
institution or for an employee, to the detriment of the consumer.
The special principles applicable to the categories of identified staff are:
Ø
The variable remuneration may decrease or even not be paid at all.
Ø
The personnel members are paid, or receive the rights related to the variable remuneration,
including the deferred part thereof only if the variable remuneration
can be supported in
accordance with the Bank's overall financial situation and if it can be
justified in accordance with
the performance of the Bank, the structure in which the activity
is carried out and the individual
concerned.
Ø
The personnel members receive the rights of the deferred part of the variable
remuneration,
subject to the fulfillment of the minimum performance requirements.
Ø
A major part, which, in all cases, accounts for at least 40% of the variable
remuneration
component, is deferred for a period of at least 4 years if the variable remuneration
is between 50
KEUR and 100 KEUR. If the variable remuneration exceeds 100 KEUR,
60% of the variable
remuneration component is deferred for a period of 4 years. For identified staff, at
least 50% of
any variable remuneration shall consist of shares equivalent, which are
subject to an appropriate
retention policy, designed to harmonize the incentives with the Bank's long-term interests.
Ø
The personal strategies for risk hedging or insurance policies related
to remuneration and liability
to counteract the risk alignment effects stipulated in the personnel remuneration agreements
are
prohibited. One may insure the currency risk hedging using derivative
instruments.
Financial data for 2025, according to the disclosure requirements covered
by Art. 450 (h), EU Regulation
575/2013, will be published at a later date, on the Bank's website.
R
EMUNERATION OF THE MEMBERS OF
THE
B
OARD OF
D
IRECTORS AND EXECUTIVE
C
OMMITTEE
a)
Remuneration of the members of Executive Committee
(including CEO)
Remuneration
is
composed
of
monthly
fix
remuneration
and
variable
annual
remuneration
granted
as
performance bonus. For
management expatriate staff there
are granted some
benefits according to
Société
Générale’s policy,
in order to facilitate their living with families in Romania.
Variable
remuneration
rewards
both
financial
and
nonfinancial
performance
over
the
year,
which
is
consistent with
the strategy
and aligned
to shareholder
interests, as
well as
the contribution
of Executive
Officers
towards
the
success
of
the
Bank.
Variable
remuneration
should
reflect
a
sustainable
and
risk
adjusted
performance
as
well
as
performance
in
excess
of
that
required
to
fulfil
the
Executive
Officers'
activities and responsibilities. Granting of variable remuneration
is not guaranteed.
Executive Officers are not awarded long-term
incentives (LTI).
The payment of variable remuneration is performed according to the below deferral and retention
scheme:
Allocation
Vesting
Date of payment*
%
Type
Date
40% on spot
20%
cash
March N
March N
20%
BRDTP
March N
March N+1
60% deferred
12%
cash
March N+1
March N+1
12%
cash
March N+2
March N+2
12%
BRDTP
March N+3
March N+4
12%
BRDTP
March N+4
March N+5
12%
BRDTP
March N+5
March N+6
*) N is the year of granting the variable
remuneration
BRDTP or share equivalents
is a component of
the VR expressed
in units, whose
value is determined for
a relevant reference period preceding the vesting date,
based on the price of BRD shares, listed on BVB.
b)
Remuneration of the members of the Board of Directors
For 2025,
the Ordinary
General Shareholders
Meeting approved
an individual
remuneration
for the
non-
independent non-executive directors amounting to EUR
1,800/ month (gross amount,
RON equivalent) and
for
the
independent
non-executive
directors
amounting
to
EUR
3,600/
month
(gross
amount,
RON
equivalent) including 19.9% for the contributions’ transfer.
Also, the Ordinary General Shareholders Meeting on April 24, 2025 approved
the general limit for the
directors’ and members’ of the Executive Committee remunerations,
including additional remunerations,
for 2025, to amount to RON 22 million, gross amount (tax transfer compensation
is included).
4.
G
ROUP
A
CTIVITY
A
ND
R
ESULTS
E
CONOMIC AND BANKING ENVIRONMENT
IN
2025
Romania’s economy continued to slowdown in 2025, with GDP growing by only 0.6% (gross series),
compared to 0.9% in 2024, below initial expectations,
as newly adopted fiscal measures and persistently
high inflation level, weighed on growth. Conversely, EU GDP estimated growth in 2025 remains modest
but improving, increasing by +1.5%, compared to +1% in 2024, based on
seasonally adjusted data.
The National Recovery and Resilience Plan (“NRRP”) remains a strong catalyst
for Romania’s economy,
and, as such, it underwent a major renegotiation with the European Commission
(EC) resulting in a fully
revised plan approved in October 2025. The renegotiation addressed issues
regarding the plan’s over-
contracting, delays in fulfilling reform obligations and milestones alleviating
to a degree financial strain
on the state budget in 2026. The renegotiation achieved preserving 100%
of grant funding, reduced loan
burden, revised milestones to prevent penalties and extending the feasibility
of project completion to
August 2026. By late 2025, Romania received almost half of
the allocation (EUR 10.72 billion).
Meanwhile, inflation trends show a mixed picture. Inflation in Europe has
been on a downward trend
during 2025, with Euro area inflation printing at 1.9% in Dec’25 down
from 2.5% in Jan’25. Romanian
CPI accelerated in 2025, reaching the highest level in EU driven by
tax hikes and energy costs, remaining
well above the upper bound of NBR’s target range (2.5% ± 1 ppt). During Q4’25, Romanian inflation
marked a slight deceleration, reaching 9.69% in December vs 9.88%
in September and is expected to cool
down, as tax effects fade and consumer prudence increase.
On money markets, ROBOR 3M eased gradually, with a temporary post-elections spike to 7.4% (mid-
May’25), toward 6.1% by December 2025. In terms of monetary policy, NBR maintained the key rate at
6.5% in 2025, on the back of higher expected inflation trajectory and uncertain
macroeconomic
environment. RON and FX minimum reserve requirements for liabilities with
residual maturity of less
than 2 years remained at the same level throughout 2025 as compared
to December 2024 end (8% for
RON, unchanged from May 2015 and 5% for FX, unchanged from November
2020).
In terms of banking activity, the gross loans outstanding marked an average annual growth above 2024
(9.5% in 2025 vs 7.8% in 2024) sustained by both corporates
and individuals segments. Loans to
individuals’ growth increased by 9% on average during 2025 vs an annual
growth rate of 6% during 2024,
Consumer lending marked a slowdown over the year, from +17.5% YoY in December 2024 to +15%
YoY in
June 2025 and further to 10% YoY in December 2025,
while mortgage lending continued to
improve (from +4.2% YoY at December 2024 to +6.2% YoY
at December 2025).
On deposits, the annual dynamic more than halved as of December 2025 end
compared to December
2024 end, reaching +6.3% YoY (vs +14.3% YoY
at December 2024 end). Corporate deposit dynamic
appears to be the main driver, decelerating markedly from +16.5% YoY at December 2024 to +5.2% YoY
at December 2025. Individual deposit growth also lost momentum in
2025 from +12.4% at December
2024 to +7.2% at December 2025.
Asset quality indicators remain classified into EBA’s “low risk” bucket with a level of NPL (non-
performing loans) ratio <3% and NPL coverage ratio > 55%. As at December
2025 end, NPL ratio
reached 2.69% (vs. 2.48% at December 2024 end). NPL coverage ratio
remained at comfortable level,
albeit decreasing marginally to 62.6% at December 2025 end (vs. 66% at December 2024
end).
The Romanian banking sector remains well capitalized, as reflected
by the solid capital adequacy ratio of
24.4% as of December 2025 end (vs. 24.9% as of December 2024 end),
higher than EU average (20.4% at
September 2025 end). The Romanian banking sector also
maintains a strong liquidity position, with a
Liquidity Coverage Ratio of 257% as of December 2025 end (vs. 255%
at December 2024 end),
remaining well above the minimum regulatory requirement (100%)
and the EU average (161% at
September 2025 end).
Note: variation on loans and deposits are at constant
FX rate
RON bln
Dec-23
Dec-24
Dec-25
vs. Dec-24
Retail
24.7
27.9
30.7
10.2%
Individuals
23.5
26.3
29.3
11.6%
Small business
1.3
1.6
1.4
-13.0%
Non-retail
15.3
19.8
23.3
17.4%
SMEs
5.7
7.2
7.6
6.0%
Large corporate
9.6
12.6
15.6
23.9%
Total
net loans
40.0
47.7
54.0
13.2%
Finance lease receivables
1.7
2.0
2.1
6.0%
Total
net loans, including leasing
41.7
49.7
56.1
12.9%
C
OMMERCIAL ACTIVITY
BRD ensures the availability of its products and services through a
mix of on-site and remote presence. At
December 31, 2025, the Bank’s network reached 347 branches (vs. 388 as of December 31, 2024).
Clients’ engagement across digital channels continues to rise, as reflected
by the growing number of
YouBRD mobile application users to 1.87 million (+13% YoY
as of December 2025
end), and higher
number of transactions done through the application (+25% YoY).
BRD continues to advance on its digital roadmap by enhancing
its digital offer and capabilities. New
digital features offered to clients in 2025 include automatically updating customers’
ID via the digital
process implemented in partnership with DGEP and RoPay E-commerce for
BRD merchants.
Additionally, BRD continued to streamline individual customers’ experience with new features and
functionalities available on YouBRD mobile application, such as: a new mobile onboarding flow, “refer a
friend” feature with rewards offered during campaigns, the multicurrency
features, allowing simpler and
less costly payments in RON, EUR, USD and GBP, partial early repayments of consumer and housing
loans, Fidelis subscriptions available in the app,
updating customers’ personal and contact data directly in
Yo
uBRD, and repeat payment feature, thanks to prefilled payment details.
In June 2024, BRD introduced a cashback loyalty program available in
YouBRD, which enjoys a
continuously increasing penetration rate. As of 2025 end, more than 1 million
clients were enrolled in the
program and RON 4 million were granted in cashback since launch.
BRD held a market share of approximately 10% of total assets at December
31, 2025, according to its
internal computation.
The structure of the customers’ net loans at Group level evolved as follows:
Net loans outstanding, including leasing financing, reached RON 56.1 billion,
increasing by +12.9% YoY
compared to 2024 end (out of which net outstanding of leasing financing
advanced by +6.0% YoY).
Lending activity remained dynamic on both corporate and retail, albeit
softening given the tense
economic environment.
Non-retail lending was the primary driver of growth (+17.4% YoY), underpinned
by strong momentum on large corporates (+23.9% YoY). Retail net loans outstanding were up by +10.2%
YoY as
of December 2025 end. Loan production for individuals amounted to RON
13.4 billion and
maintained a double-digit rhythm, up by +14% YoY vs 2024, yet on a moderating path, with the growth
mainly driven by higher demand for housing financing, which reached RON
5.7bn in 2025 (+29.1%
YoY).
BRD Group continued to prioritize the expansion of sustainable
financing solutions, reaffirming its strong
commitment to supporting clients in meeting their green objectives. In
2025, new sustainable financing
reached EUR 919 million, of which EUR 782 million was allocated to
corporates and EUR 137 million to
the retail segment, leading to the addition of several notable transactions
to the portfolio.
BRD acted as Lead arranger, lender, sustainability structuring bank and facility agent for the sustainable
linked “club loan” granted to NE Property BV (part of NEPI
Rockcastle Group), amounting to EUR 190
million, of which EUR 100 million committed by BRD. BRD was also Green
Loan Coordinator for the
green syndicated loan granted to Distribuție Energie Oltenia SA., of RON 1.7 billion.
At the same time,
BRD is contributing to urban regeneration through an EUR 73.5 million
financing to Rivus Investments
for a major project in Cluj-Napoca. Another relevant transaction
is the Autonom Services syndicated
sustainability-linked loan amounting to EUR 300 million, with financing
provided by a syndicate of eight
RON bln
Dec-23
Dec-24
Dec-25
vs. Dec-24
Retail
40.8
44.3
45.5
2.8%
Individuals
34.1
37.4
39.3
4.9%
Small business
6.7
6.9
6.3
-8.9%
Non-retail
21.6
23.6
29.5
24.9%
SMEs
9.4
10.6
10.4
-2.3%
Large corporate
12.3
13.0
19.1
47.3%
Total
deposits
62.4
67.9
75.0
10.5%
banks, in which BRD acted as Joint Global Coordinator, Structuring Bank and Joint Sustainability
Coordinator.
BRD has extended its offer of products by launching in 2025 a sustainability-linked
loan (SLL) product
for SMEs, a premiere on the Romanian market. The strategic partnership
between BRD and Auchan,
dedicated exclusively to Auchan’s suppliers, was another market first initiative in 2025.
BRD also signed two new guarantee agreements, with BID
(Investment and Development Bank), aimed
at supporting SMEs, as well as Territorial Administrative Units and their subordinated entities, as well as
a new convention with the Ministry of Economy, Digitalization, Entrepreneurship and Tourism for
implementing SME ECO TECH program.
The customers’ deposits structure at Group level evolved as follows:
The deposit base continued
to grow steadily, +10.5% YoY
as of December 2024
end, with higher
collection from large corporate segment
(+47.3% YoY). Retail deposits
dynamic was rather modest,
up by +2.8% YoY,
being influenced by the
monthly issuances of Romanian government
bonds for
individuals, offered at attractive yields.
For the evolution of
the main components of the
net banking income please
refer to “Financial
results” section.
S
UBSIDIARIES
’
ACTIVITY
BRD
S
OGELEASE
IFN
SA
Following the trajectory established in previous years, BRD Sogelease continued
to grow responsibly,
maintaining a clear balance between performance, financial discipline
and support for the real economy.
In this context, the net outstanding leasing portfolio increased by
6.0% YoY,
reaching RON 2,144
million. Growth remained balanced and supported by diversified demand,
including mobility solutions
and green investment projects, while the risk profile stayed solid. Capital
allocation remained rigorous,
focused on resilience and stability.
New leasing production reached RON 1,180 million in 2025, lower by 8%
YoY.
In a more demanding
investment environment, the priority was not acceleration, but quality of
commercial decisions. This
approach became a competitive advantage, allowing the company to support productive
investment,
modern mobility solutions and environmentally responsible projects.
The 2025 results confirm a predictable and controlled growth trajectory, where performance is driven by
discipline rather than short-term conditions. In line with the BRD Group’s values, BRD Sogelease
continues to act as a responsible financing partner for the real economy, supporting the transition to
sustainable mobility and the development of green investments with
a long-term perspective.
BRD
A
SSET
M
ANAGEMENT
SA
BRD Asset Management, solidified its 1
st
position on the Romanian UCITS market in 2025. The
company achieved a significant increase in market share, to 25.33%* at the
end of 2025 from 23.14% a
year earlier, and
a remarkable 51% YoY growth in assets under management (AUM), reaching 9.27
billion RON as of 2025 end. BRD Asset Management’s product portfolio comprises 12 diverse
investment funds that provide solutions for over 179,000 clients, including
both individual investors and
companies. BRD Asset Management wide array of products enables clients
to access a variety of asset
classes and strategies, ranging from conservative fixed-income funds to
dynamic equity funds or target
date funds, ensuring suitable options regardless of objectives, risk profile,
or financial aspirations.
* market share computation based on total open-end funds assets under management
F
INANCIAL
P
OSITION
A
NALYSIS
Assets
(RONm)
Dec-23
Dec-24
Dec-25
% total
vs. Dec-24
Cash and cash equivalents
12,462
8,658
12,080
12.3%
39.5%
Due from banks
5,136
6,313
6,497
6.6%
2.9%
Loans and
advances
to customers
40,047
47,705
53,986
55.1%
13.2%
Finance lease receivables
1,692
2,023
2,144
2.2%
6.0%
Other financial
instruments
21,872
21,198
20,923
21.3%
-1.3%
Tangible and intangible
assets
1,645
1,781
1,806
1.8%
1.4%
Other assets
996
801
607
0.6%
-24.2%
Total assets
83,849
88,480
98,044
100.0%
10.8%
Assets
(RONm)
Dec-23
Dec-24
Dec-25
% total
vs. Dec-24
Cash and cash equivalents
12,462
8,658
12,080
12.7%
39.5%
Due from banks
5,120
6,313
6,497
6.8%
2.9%
Loans and
advances
to customers
39,635
47,352
53,635
56.2%
13.3%
Other financial
instruments
21,886
21,178
20,874
21.9%
-1.4%
Tangible and intangible
assets
1,620
1,768
1,795
1.9%
1.5%
Other assets
658
675
536
0.6%
-20.5%
Total assets
81,381
85,945
95,417
100.0%
11.0%
The below financial position analysis is done based on the separate and
consolidated financial statements
prepared according to IFRS (“International Financial Reporting Standards”),
for the period ended
December 31, 2025 and comparable historical periods.
F
INANCIAL POSITION
–
ASSETS
Total assets at December 31, 2025 increased by +10.8% for the Group and +11.0%
for the Bank versus 31
December 2024.
The asset structure is presented below:
T
HE GROUP
T
HE BANK
L
OANS AND ADVANCES TO CUSTOMERS
The net loans’ outstanding amount to customers registered a strong
performance year-on-year (Group:
+12.9% YoY at
December 2025 end, o/w leasing +6.0%; Bank: +13.3% YoY) given a strong contribution
from both corporate and retail segments, as elaborated above in Chapter 3.
C
ASH AND CASH EQUIVALENTS
AND
D
UE FROM BANKS
Cash and cash equivalents and due from banks increased by +24.1% YoY for the Bank and for the Group,
versus December 2024
end. These items accounted for 19.5% of the Bank's total assets and
18.9% for the
Group at the end of December 2025.
The minimum compulsory reserve held with the National Bank of Romania
accounted for 26.9% of this
aggregate at December 31, 2025 (34.1%
at December 2024 end) at Group level. It amounted to RON
4,991 million, down by -2.2% vs December 31, 2024, mainly linked
to FX component. The level of RON
and FX minimum reserve requirements for liabilities with residual
maturity of less than 2 years are at 8%
and 5% respectively, unchanged from May 2015 for RON and from November 2020 for FX.
O
THER FINANCIAL INSTRUMENTS
Other financial instruments include financial assets at fair value through
other comprehensive income,
debt securities at amortised cost, financial assets at fair value through
profit and loss, derivatives and
other financial instruments held for trading, investments in associates
and joint ventures.
As of December 2025, these items totalled RON 20.9 billion for both
the Group and the Bank, accounting
for 21.3%
of Group assets and 21.9 % of Bank assets. This represents a small
decrease of approx. 1%
compared to the end of December 2024
for both the Group and the Bank, variation explained by the lower
amount of debt instruments measured at fair value through other comprehensive
income, partly
compensated by the increase in derivatives and other financial instruments held
for trading.
In May 2024 the Business Transfer Agreement for the sale of investment in associate BRD
Societate de
Administrare a Fondurilor de Pensii Private SA for the entire perimeter
of Pillar 2 and 3 to a third party
was signed. Following this approval, BRD–Groupe Societe Generale decided
to reclassify the investment
Liabilities
and shareholders
equity
(RONm)
Dec-23
Dec-24
Dec-25
% total
vs. Dec-24
Due to credit institutions
9,396
9,278
9,957
10.2%
7.3%
Due to customers
62,406
67,935
75,045
76.5%
10.5%
Other liabilities
3,185
1,815
2,465
2.5%
35.8%
Total equity
8,862
9,451
10,576
10.8%
11.9%
Total liabilities
and shareholders
equity
83,849
88,480
98,044
100.0%
10.8%
Liabilities
and shareholders
equity
(RONm)
Dec-23
Dec-24
Dec-25
% total
vs. Dec-24
Due to credit institutions
7,226
6,957
7,365
7.7%
5.9%
Due to customers
62,642
68,215
75,505
79.1%
10.7%
Other liabilities
3,048
1,749
2,396
2.5%
37.0%
Total equity
8,465
9,024
10,152
10.6%
12.5%
Total liabilities
and shareholders
equity
81,381
85,945
95,417
100.0%
11.0%
from Investments in associates and joint ventures into Assets held for sale.
In April 2025 the final
approval from FSA was received and the administration of Pillar
3 was transferred to a third party. In
November 2025 was received from the buyer the amount of RON 14,7 million
representing the selling
price for BRD Societate de Administrare a Fondurilor de Pensii Private
SA and was registered the
removal of the participation from the Bank’s records.
T
ANGIBLE AND INTANGIBLE ASSETS
The tangible and intangible assets increased by +1.4% compared to December
2024 end for the Group
and by+ 1.5% for the Bank and accounted for 1.8% of the total assets for
the Group and +1.9% for the
Bank, with land and buildings representing the largest part of the item.
The total value of investments during 2025 was RON 274 million for
the Group and RON 271 million for
the Bank, compared to RON 343 million for the Group and RON
340 million for the Bank, in 2024.
There is no capitalized research and development expenditure.
F
INANCIAL POSITION
–
L
IABILITIES
The comparative statement of liabilities is as follows:
T
HE GROUP
T
HE BANK
A
MOUNTS OWED TO CUSTOMERS
The Group, as well as the Bank, further consolidated the customers’ deposit
base. At December 2025 end,
amounts owed to customers increased by +10.5% at Group level and
+10.7% at Bank level and accounted
for 76.5%
of the total liabilities and shareholders’ equity at Group level and
for 79.1% at Bank level. The
increase primarily resulted from higher inflows from large corporate clients, whereas
individual
customers’ deposits collection remains constrained by the monthly
issuances of Romanian government
bonds for individuals, offered at attractive yields.
A
MOUNTS OWED TO CREDIT
INSTITUTIONS
Amounts owed to credit institutions represent borrowings from
the parent and International Financial
Institutions and interbank deposits and stood at 11.4% of the total liabilities at Group level and 8.6% at
Bank level as at December 31, 2025.
BRD Group’s borrowings from Societe Generale totalled RON 8.0 billion (9.2% of liabilities) at
December 2025 end. These include 5 senior non-preferred loans in
amount of EUR 950 million, namely:
EUR 450 million renewed in December 2025, with an initial term of
3 years and a call option at 2 years;
EUR 100 million drawn in December 2025, with initial term at 3 years
and a call option at 2 years;
EUR
150 million drawn in June 2024 with an initial term of 6 years and a call
option at 5 years; EUR 100
million with initial term at 7 years and a call option at 6 years and EUR
150 million with an initial term of
8 years and a call option at 7 years, both drawn in December 2023;
and 2 subordinated loans in amount of
Shareholders' equity
(RONm)
Dec-23
Dec-24
Dec-25
vs. Dec-24
Share capital
2,516
2,516
2,516
0.0%
Accumulated other comprehensive
income/(loss)
(1,157)
(1,256)
(890)
-29.2%
Retained earnings and
other reserves
7,436
8,142
8,950
9.9%
Non-controlling
interest
68
50
-
n.a
Total
equity
8,862
9,451
10,576
11.9%
Shareholders' equity
(RONm)
Dec-23
Dec-24
Dec-25
vs. Dec-24
Share capital
2,516
2,516
2,516
0.0%
Accumulated other comprehensive
income/(loss)
(1,157)
(1,256)
(890)
-29.2%
Retained earnings and other reserves
7,107
7,764
8,526
9.8%
Total
equity
8,465
9,024
10,152
12.5%
RONm
2023
2024
2025
25/'24
Net banking income
3,834
4,032
4,350
7.9%
- net interest income
2,725
2,912
3,105
6.6%
- fees and commissions,
net
750
809
890
10.0%
- other banking
income
359
312
355
13.9%
Operating expenses
(1,895)
(2,023)
(2,223)
9.9%
- personnel expenses
(963)
(1,010)
(1,035)
2.4%
- non-personnel
expenses
(864)
(841)
(937)
11.4%
- contribution
to Guarantee Fund
and Resolution
Fund
(68)
(44)
(49)
12.7%
- tax on turnover
-
(129)
(203)
57.5%
Gross operating profit
1,939
2,009
2,126
5.9%
Net impairment
gain/(loss) on financial
instruments
57
(145)
(225)
54.9%
Profit before income tax
1,996
1,863
1,901
2.0%
Profit for the period
1,656
1,524
1,546
1.4%
Profit attributable to equity owners of the parent
1,640
1,524
1,546
1.4%
EUR 250 million (EUR 100 million drawn in December 2021, respectively
EUR 150 million in June
2022, both with an initial term of 10 years and a call option at 5 years).
S
HAREHOLDERS
’
EQUITY
Shareholders’ equity increased by 12.5%
YoY for the Bank and 11.9
%
Group for the Bank compared to
December 31, 2024,
primarily attributed to higher retained earnings and lower negative reserve
given the
favourable Government bonds yield evolution.
The structure of the shareholders’ equity evolved as follows:
T
HE GROUP
T
HE BANK
L
IQUIDITY POSITION
Both the Bank and the Group maintained a balanced structure of
resources and placements and a solid
liquidity level over the analysed period.
The net loans to deposits ratio reached 71.0% at December 31, 2025 for
the Bank (from 69.4% at
December 31, 2024)
and 74.8%
for the Group, including financial leasing receivables
(from 73.2% at
December 31, 2024).
2025
F
INANCIAL
R
ESULTS
The comparative income statement of the Group for the period
2023 - 2025 is presented below:
The comparative income statement of the Bank for the period 2023
- 2025 is presented below:
RONm
2023
2024
2025
25/'24
Net banking income
3,723
3,895
4,219
8.3%
- net interest income
2,592
2,799
3,004
7.3%
- fees and commissions,
net
719
772
839
8.7%
- other banking
income
412
324
377
16.2%
Operating expenses
(1,815)
(1,965)
(2,161)
10.0%
- personnel expenses
(915)
(965)
(994)
3.0%
- non-personnel
expenses
(832)
(827)
(915)
10.6%
- contribution
to Guarantee Fund
and Resolution
Fund
(68)
(44)
(49)
12.7%
- tax on turnover
-
(129)
(203)
57.5%
Gross operating profit
1,908
1,930
2,059
6.7%
Net impairment
gain/(loss) on financial
instruments
48
(128)
(219)
71.5%
Profit before income tax
1,956
1,802
1,839
2.1%
Profit for the period
1,634
1,475
1,499
1.6%
BRD Group full year revenues reached RON 4,350 million in 2025 compared
to RON 4,032 million in
2024, higher by +7.9% YoY,
driven by both interest and non-interest revenue streams.
Net interest income, representing 71% of net banking income, reached RON
3,105 million, up by +6.6%
YoY,
on resilient interest margins helped by wider lending book and a higher weight of loans
in total
assets.
Net fees and commissions amounted to RON 890 million, and increased
by +10% YoY,
supported by
intensified activity on cards, custody, transfers, lending and insurance, and also a one-off income item
related to cards transaction fees. At the same time, the higher fees from off balance
sheet commitments
were partly reduced by the negative effect of fees from the financial guarantee
received within the SRT
transaction with IFC, completed at end of March 2024.
Other banking income reached RON 355 million, up by +13.9% YoY.
Its evolution mainly reflects
previous period base effect, revenues from equity investment disposal and higher
net income from
associates, related in principle to dividend income.
Operating expenses reached RON 2,223 million, +9.9%
YoY primarily on rising non-staff costs. The
latter were influenced on the one hand, by the tax on gross revenues which
accounted for 9% of operating
expenses and was +58% up YoY (RON 203 million in 2025 vs RON 129 million in 2024), and on the
other hand, by the ongoing business optimization efforts, which led to continued
prioritization of IT&C
expenses, additional costs with external service providers, and a 2024 base
effect linked to gains from sale
of real estate. Moreover, the cumulated contribution to Deposit Guarantee Fund and Resolution Fund also
increased, to RON 49.0 million, from RON 43.5 million in 2024.
Staff expenses were up by +2.4% YoY
due to employee benefits adjustments and optimisation measures associated
with right-sizing efforts.
Excluding the impact of the tax on gross revenues and cumulated
contributions to Guarantee and
Resolution funds, operating expenses increase was limited to +6.5% YoY,
contained under the average
inflation rate in 2025.
BRD Group gross operating income reached RON 2,126 million
in 2025 (+5.9% YoY) whereas cost to
income (C/I) ratio stood at 51.1% in 2025 from 50.2% in 2024. Excluding
the tax on gross revenues and
the cumulated contributions to Deposit Guarantee Fund and Resolution
Funds, gross operating income
rose by 9%, and C/I ratio was reduced by 59 bps to 45.3% in 2025 vs 45.9%
in 2024.
The loan book quality remained solid in 2025, with NPL ratio
(Bank level) marking a limited increase
from very low levels, reaching 2.4% at December 2025 end, below
the banking system average (2.7% as
of December 2025), while NPL coverage reached 63.4% at year end.
The evolution of the net cost of risk
continues to confirm the normalization trend, with a net provisioning
allocation of RON 225 million in
2025 (compared to RON 145 million in 2024) at Group level, highlighting
the resilience of the corporate
segment, while indicators for individuals proved more sensitive
to macroeconomic developments.
BRD Group net result amounted to RON 1,546 million (vs RON 1,524
million in 2024), while ROE
reached 15.4% (compared to 16.6% in 2024). Excluding the tax on turnover, ROE reached close to 17%
in 2025. ROA reached 1.7% in 2025 (compared to 1.8%
in 2024).
BRD standalone capital adequacy ratio is comfortable, reached approximately
22%, as of December
2025 end, excluding the impact of the temporary regulatory treatments
that ceased to exist starting 1
January 2026.
The Bank recorded similar trends, with a net result of RON
1,499 million versus RON 1,475 million in
2024.
Neither Bank’s, nor the Group’s revenues depend on a single or group of connected customers; hence
there is no risk that the loss of a customer might significantly affect the income level.
S
UBSEQUENT EVENTS IDENTIFIED AFTER THE REPORTING DATE
On 9 March 2026, BRD Groupe Société Générale, through BRD
Asset Management S.A.I., entered into
an agreement with Patria Bank for the acquisition of 99.9944% of Patria
Asset Management, a company
operating on the Romanian UCITS market. Completion of the transaction
remains subject to the approval
of the relevant regulatory authorities.
5.
R
ISK
M
ANAGEMENT
Risk management within BRD
is based on an integrated
concept that takes into
account the statutory and
regulatory
norms
as
defined
and
required
by
the
National
Bank
of
Romania
and
European
Supervisory
Bodies, the risk management standards of Société Générale,
together with the best practices accepted by
the banking industry.
R
ISK MANAGEMENT OBJECTIVES AND
R
ISK
A
PPETITE SETTING
Risks are managed within a continuous process of identification, assessment,
monitoring, reporting and
control, considering risk limits, approval authorities, segregation of
duties and other risk mitigation
techniques.
The main objectives of the Bank’s risk management strategy are:
Ø
To support the business development by ensuring that business objectives are pursued in a risk-
controlled manner, with due consideration for the stated risk appetite
Ø
To ensure the Bank’s
sustainability as a going concern, through the implementation
of an
efficient system for risks’ analysis, measurement, monitoring, reporting and
mitigation
Ø
To encourage risks’ diversification with the aim of keeping a balanced risk-return profile for all
activities of BRD group entities
Ø
To maintain adequate capital levels as per regulatory requirements and internal assessment
Ø
To promote a Bank-wide strong risk awareness and risk management culture.
In order to identify all the risks to which BRD is exposed and which
are inherent to its activity, a
comprehensive risk assessment exercise is performed on an annual
basis. Therefore, the Bank’s risk
management strategy focuses on the following categories of risks
identified as significant, any of which
could adversely affect its business, results of operations and financial situation:
Ø
Credit risk
Ø
Market risk in Trading Book
Ø
Operational risk
Ø
Compliance risk
Ø
Reputational risk
Ø
Structural risks - Market risk in Banking Book
Ø
Liquidity & funding risks
Ø
Business & Strategy risk
Ø
Excessive usage of leverage effect risk
ESG risks have been identified as factors that may aggravate existing
risk categories. Detailed
information on ESG risk is found in Note 46.4 to the consolidated
and separate financial statements as of
the year ended December 31, 2025.
Based on the results of the risk assessment exercise and with due consideration
for its strategic objectives,
the Bank defines the risk appetite framework and the risk appetite statement.
The risk appetite represents the aggregate level and types of risk that BRD
is willing to assume within its
risk capacity, in line with its business model, to achieve its strategic objectives. The risk appetite
statement sets the Bank’s approach towards taking on and managing risks and is structured along two
dimensions: quantitative and respectively qualitative. At aggregate
level, the risk appetite is defined by
reference to the main strategic dimensions -
Profitability, Capital Adequacy,
Creditworthiness, Liquidity
and Leverage
- on the basis of the annual strategic planning, in order to ensure alignment
of risk, capital
and performance targets, which allows the Bank to:
Ø
Set capital adequacy goals with respect to risk, considering strategic
focus and business plans
Ø
Assess risk-bearing capacity with regard to internal and external
(regulatory) requirements
Ø
Apply stress testing to assess the impact on the capital demand, capital
base and liquidity position
The aggregate risk appetite is further cascaded down to material risk
categories and where appropriate, to
business segments. The qualitative statements are defined to complement
the quantitative part of the risk
appetite, setting the overall tone for BRD’s
approach to risk taking.
Risk
Appetite
indicators
and
corresponding
quantitative
measures
are
defined
by
considering
the
risk
profile, size and complexity of activities performed by the
Bank. Their evolution is regularly monitored over
the year in order to detect any events that may result in
unfavorable developments on the risk profile.
R
ISK MANAGEMENT GOVERNANCE
The Group’s risk management governance is based on the following dimensions:
Ø
Risks are taken within the defined risk appetite approved by the Board of Directors
Ø
Strong involvement of the Bank’s management body in the risk management system and
promotion of risk culture, throughout the entire organizational structure,
from the Board of
Directors down to operational teams
Ø
Clearly defined internal rules and procedures
Ø
Communication of information regarding risk management across the
organization in a timely,
accurate, comprehensible and meaningful manner
Ø
Overseeing risks by an independent risk function for ensuring they are
properly managed by the
business lines and that the processes and controls in place at their
level are effective.
Risk governance relies on the three lines of defense model, which ensures
the identification of the
functions within the Bank responsible to address and manage
the risks, while reinforcing the segregation
of duties between these lines.
The
first line
of defense is represented by the business lines/units, which own,
take risks and are primarily
responsible for their management on a day-to-day basis, having appropriate
processes and controls in
place that aim to ensure that the risks are identified, assessed, measured,
monitored, managed, reported
and kept within the risk appetite limits and that the business activities
are in compliance with external and
internal requirements.
The
second line
of defense is represented by the risk management function and
the compliance function.
These functions are independent from the first line of defence entities
that they monitor and control. Risk
Management Structures perform the role of the centralized risk management
function, by delivering the
Bank’s wide holistic view on all risks, ensuring that the risk strategy is complied with.
The
third line
of defense is represented by the internal audit function, which
provides independent review
and objective assurance on the quality and effectiveness of the Bank’s internal control system, the first
and second lines of defense and the risk governance framework. The Internal Audit
function reports to
and operates under the mandate of the Board of Directors.
Risk management within BRD is governed by the management body, which is and assisted by specialized
committees in accomplishing its risk management and control responsibilities.
Board of Directors
The Board of Directors approves the risk and business strategy of BRD,
sets the risk appetite and
tolerance levels and ensures that the Executive Committee properly
transposes them at operational level.
Audit Committee
The Audit Committee plays a crucial role in the assessment of the
quality of the internal control. It is
responsible for examining the internal framework for risk monitoring
to ensure its consistency and
compliance with procedures, laws and regulations in force.
Risk Management Committee
The Risk Management Committee advises the Board of Directors on
risk management in order to
develop, implement and update a solid internal governance framework,
in accordance with local
regulations and policies of the Societe Generale Group.
Nomination Committee
The Nomination Committee advises the Board of Directors regarding
adequacy (selection, monitoring
and succession), initiating and training of the management body
members and evaluating the policy on
adequacy, initiating, and training the members of the management body and the policy on assessing the
adequacy of persons with key functions.
Remuneration Committee
The Remuneration Committee advises the Board of Directors in
elaborating and supervising the
implementation of the Bank's remuneration policy.
Executive Committee
The Board of Directors delegates the day to day management of BRD
to the Executive Committee. The
Executive Committee is responsible for the implementation of the strategies
approved by the Board of
Directors and ensures that a proper organization and informational flows are
in place. In carrying out its
responsibilities, it is assisted by several committees.
Main specialized committees assisting the Executive Committee
The
Assets and Liabilities Committee
has the main objective of ensuring the management of assets and
liabilities structure, of liquidity and funding sources, structural risks (interest
rate risk and foreign
exchange risk in banking book) and of the Bank’s capital base.
The
Crisis Committee
ensures the management of the crisis situations and defines the necessary
resources
and organization to face such situations.
The
New Products Committee’s
mission is to make sure that all the risks associated with
the launch of
new products, new activities or outsourced activities or their significant
changes, are correctly identified,
analyzed and assessed.
The Internal Control Committee
has as main mission to analyze at a general level the way internal
control
activities are carried out from an organizational / functional perspective, the
results obtained and the
deficiencies found in internal control activities.
The Retail Risk Committee
has as main objective the analysis of the measures proposed by relevant
structures in order to improve the performance of retail lending activity
and the monitoring of the
associated risk indicators.
The Non-Retail Risk Committee’s
mission is to analyze the corporate lending activity to better manage
the
associated risk and improve the performance and efficiency of this activity.
The Price Committee’s
mission is to analyze and propose to the decision-making bodies of the Bank
measures regarding the pricing policy and strategy (commissions, interest)
of the Bank's products, taking
into account budgetary objectives, competitive environment, the Bank's
commercial strategy and market
evolution
The Compliance Committee
has as main objective the analysis of the activity regarding the compliance
risk management, including the presentation of the deficiencies identified
during compliance control
activity.
M
AIN RISK FACTORS
Challenging macroeconomic context
The banking business is highly sensitive to changes in financial markets and
economic conditions. The
Romanian macroeconomic environment continues to be very challenging, on
the background of mutually
interacting factors such as slow economic recovery, widening fiscal and current account deficits, high
inflationary pressures, negative outlook for the investment grade status,
still low absorption of EU funds,
etc. All these vulnerabilities, along with political context and persistent geopolitical
tensions, affect
consumers and investors’ confidence.
Although the materialisation of credit risk has been contained so far, concerns still linger, the evolution of
credit risk in the period ahead being tightly linked to the persistence of an
unfavorable macroeconomic
environment.
Unpredictability and uncertainty of legal framework
The uncertainty and lack of predictability of legal changes could have
an adverse effect on financial
institutions by putting pressure on liquidity, solvency and profitability.
Financial institutions are subject to a more and more extensive supervisory
and regulatory framework,
while adaptation to such changes requires significant resources that could
affect the banks’ performance.
Fiscal laws in Romania are also subject to rapid changes (e.g. supplementary
turnover tax for credit
institutions).
Additionally, the high impact of the implementation of the sustainable finance regulatory framework and
the increase in non-financial reporting obligations, in a relatively short
timeframe, sets an additional
challenge for banking institutions. Addressing the environmental, social
and governance (ESG) risks as
aggravating factors to the traditional categories of risks impacts the banks’
activities in the short-,
medium-
and long-term, considering the expectation that they will play an increasingly
active role in
supporting the transition towards a sustainable economy.
Highly competitive environment, undergoing digital transformation
The Bank operates in an environment subject to intense competition both
from banking and emerging
non-banking actors (FinTechs), changing business models, translating in increasing risk to market shares
and margins. Competition refers to digital transformation, the speed of answering
to the customers’
requests, evolving products and services, innovation, reputation, price,
technology infrastructure and data
management. Along with digital transformation, it is imperative for
credit institutions to also manage the
associated risks may be exposed to (e.g. cyber risk, data leakage risk,
etc.). Thus, they have to constantly
intensify their efforts to address cybersecurity risks, especially in the current context
of heightened
geopolitical tensions and the rapid evolution of artificial intelligence.
Furthermore,
mergers
and
acquisitions
have
played
a
significant
role
in
shaping
Romania’s
banking
industry in
recent years,
emphasising an
accelerated trend
towards market
consolidation. Such
changes
could result
in the
BRD Group’s
remaining competitors
benefiting from
greater capital
resources or
other
advantages which
may enhance
their competitive
position, such
as the
ability to
offer a
broader range
of
products and services, adapting more easily to changes,
etc.
C
REDIT
R
ISK
M
ANAGEMENT
Credit risk management is regulated through a set of internal
documents, which transpose local and EU
regulations, SG Group policy and risk management best practices
in the internal framework.
Some of the main principles employed in managing credit risk are presented
below:
Ø
client credit due diligence maintaining prudent underwriting standards
Ø
well formalized processes for credit approval, including a strictly defined
mechanism of
delegated credit competencies and approval limits; credit approval authorities
are assigned to
individuals according to their qualifications, experience and training
Ø
use of well-defined origination criteria by type of customer, including thorough knowledge of
borrowers as well as the purpose and structure of the credit,
in-depth analysis of sources of
repayment and risk mitigation through requests for collaterals or guarantees
Ø
integration of ESG-related aspects into the credit granting process
Ø
use of an internal rating system for non-retail counterparties
Ø
diversified credit portfolio, specific concentrations being assessed
and monitored through a set of
limits on single-name, economic sectors, geographical/regions, transactions/products,
credit risk
mitigation techniques (defined in line with the Bank’s risk appetite)
Ø
segregation of duties between front office and back office activities
Ø
review and approval by senior management of new products and
significant changes to activities/
processes
Ø
ongoing follow-up of credit exposures, at single and group level
Ø
identification and management of non-performing loans and assessment
of workout activity using
objective indicators
Ø
regular monitoring and reporting to senior management on the quality
of credit portfolios
Ø
regular monitoring of credit risk profile compared with the risk appetite
approved by the Board of
Directors, with an effective escalation mechanism in place in case of any breach
Ø
regular independent review of lending activities by the Bank’s Internal Audit function.
BRD’s exposure to credit risk is derived from its commercial, treasury and trading activities, the
commercial activities representing the core business of the Bank.
Exposures on sovereign risk are concentrated on the Romanian State
and consist of the portfolio of
treasury bills and bonds, placements with the Central Bank for liquidity purposes
(including the minimum
reserve requirements) and the guarantees received from the Romanian State
for governmental programs.
Undertaking of credit risk is part of the Group’s risk management strategy based on its risk appetite.
Société Générale’s credit policy is based on the principle that approval of any credit risk undertaking
must
be based on sound knowledge of the client and the client’s business, an understanding of the purpose and
structure of the transaction and the sources of repayment of the debt. Credit
decisions must also ensure
that the structure of the transaction will minimize the risk of loss in the
event the counterparty default.
C
REDIT RISK MITIGATION TECHNIQUES
BRD has a cash flow based lending approach, meaning the Bank expects
debt to be serviced primarily
through the future cash flow/income generated by the debtor. Collateralization, in the form of collateral
(funded credit protection) or guarantee (unfunded credit protection), is accepted
merely to mitigate credit
risk and it cannot serve as a substitute for the borrower’s ability to meet obligations.
The Bank accepts the following main types of securities:
Ø
Financial collateral (cash, deposits, Romanian government bonds, shares,
units of collective
investment funds)
Ø
Non-financial collateral (real estate, movable assets, receivables, intangibles)
Ø
Personal Guarantees (fidejussion, letters of guarantee, letters of
comfort, endorsements)
Real estate represents the most frequent type of accepted collaterals.
Nevertheless, the collateral structure
is further diversified subject to the type of financing (e.g. for working capital
financing, receivables and
inventories are accepted as customary collateral).
Real estate collaterals
The market value of real estate collaterals is estimated by certified
internal or external evaluators. The
valuation is performed in accordance with the International Valuation Standards and ANEVAR
Standards
and Recommendations. To be noted that real estate valuations have to be verified by the competent units,
independently from the credit approval process.
The Bank uses the following valuation methods for real estate: market
approach and income approach.
Revaluation is performed yearly in case of commercial/ industrial/ agricultural
real-estate and plots of
land and at least once every 3 years, for residential real estate. The real estate
collaterals associated with
exposures classified as non-performing are re-evaluated at the time of their
classification as non-
performing and at least annually while they continue to be classified
as such. Higher frequency
reevaluation is performed when the real estate market displays a significant negative
evolution. BRD
monitors the risks associated with the valuation activity via implemented internal
controls.
Guarantees
The credit risk mitigation effect of guarantees is closely linked to the guarantor’s creditworthiness
and the
secured amount must be reasonably proportionate to the economic
performance capabilities of the
protection provider.
The main guarantor for BRD’s clients is the Romanian State, which intervenes to sustain credit activity
by national wide guarantee programs implemented through the intermediation
of Guarantee Funds
(FNGCIMM or FGCR) or Eximbank, main exposure of this type being generated
by Prima / Noua Casa
program. Another category of guarantors is represented by commercial banks
(local or foreign), issuing
LGs in favor of BRD clients. BRD’s indirect exposures on each guarantor are assessed using the same
principles as for direct credit exposures of BRD.
Residual risk management
The Bank systematically manages the residual risk (that could materialize
in situations when credit risk
mitigation techniques are less efficient than expected) through the collateral policy
(prudent legal security
and selection criteria specific to each type of security), regular revaluation
of the collaterals, regular
monitoring through specific risk indicators and capital requirement
as residual risk is embedded in the
methodologies developed as part of ICAAP Policy.
Detailed information on credit risk is found in Note 46.1 to the consolidated
and separate financial
statements as of the year ended December 31, 2025.
L
IQUIDITY RISK AND
F
UNDING RISK
Liquidity and funding risk is defined as the risk of not being able
to meet expected and unexpected,
current and future cash flow or collateral requirements when they
fall due and at a reasonable price.
The Group manages the exposure to the liquidity risk using a specific framework
designed to manage it
both under normal day-to-day conditions and in the event of a potential
liquidity crisis.
The liquidity risk management approach starts at the intraday level managing
the daily payments flows,
forecasting and managing cash flows, and factoring in the access to
central bank monetary policy
operations and standing facilities. It then covers a long-term perspective,
comprising the maturity profile
of all assets and liabilities and the funding strategy.
BRD maintains a liquidity buffer of unencumbered, high quality liquid assets as an
insurance against a
range of liquidity stress scenarios. A contingency funding plan is
designed to protect the stakeholders’
interests and to ensure positive outcome in the event of a liquidity
crisis.
In terms of governance, the Board of Directors establishes the liquidity
risk appetite and tolerance,
reviews and approves the liquidity risk strategy and liquidity risk management
framework at least on an
annual basis and ensures that Executive Committee manages liquidity risk
effectively.
The Executive Committee, assisted by Assets & Liabilities Committee
(ALCO), develops the liquidity
strategy and designs the liquidity risk management framework in
accordance with the liquidity risk
appetite and tolerance in order to ensure that the Bank maintains sufficient liquidity, continuously reviews
information on the liquidity position of the Bank and reports to the
Board of Directors on a regular basis,
implements the liquidity risk strategy and ensures that appropriate controls,
procedures and information
flows are in place to support the strategy implementation and follow-up.
The liquidity risk position, under normal conditions, is measured at consolidated
level using the static
liquidity gaps indicator which is defined as the difference between the expected future outflows
and
inflows related to the current transactions (no new business included), determined
for each time bucket
and currency based on the contractual maturity of the transactions, or, for non-maturing products, based
on a maturity modeled using historical client behavior or a conventional
maturity.
For each budgeting and planning exercise, the future funding needs are
assessed starting from the actual
liquidity position and budgeted evolution of assets and liabilities.
When a deficit is expected, funding
solutions are assessed, and appropriate actions are planned.
BRD performs liquidity risk stress tests on a quarterly basis in order
to identify and quantify its exposures
to potential liquidity stresses, analyzing the impact on the cash flows and
liquidity position. BRD employs
two stress test methodologies, one for a 30 days horizon with focus on the
short term survival of the Bank
in a time of liquidity crisis and the other for a 12 month horizon, assessing
the Bank’s resilience and
ability to continue to function in times of prolonged stressed liquidity conditions.
The Bank also
implemented a reverse stress test scenario which assesses what assumptions
could be considered in order
to challenge the viability of the institution, starting from a pre-defined
outcome such as a breach of the
minimum required level for the Liquidity Coverage Ratio as it is considered
within the Recovery
Activation Dashboard.
Detailed information on liquidity risk is found in Note 46.3 to the consolidated
and individual financial
statements as of the year ended December 31, 2025.
I
NTEREST RATE RISK AND
FOREIGN EXCHANGE RISK IN
THE BANKING BOOK
(
STRUCTURAL RISKS
)
Structural exposure to interest rate and foreign exchange rate risks encompasses
all exposures resulting
from commercial activities, their hedging and the proprietary transactions
of the Group.
The interest rate and exchange rate risks pertaining to trading activities
are monitored separately and
excluded from the structural risk measurement and management scope.
The general principle is to reduce structural interest rate and exchange
rate risks to the greatest extent
possible. The interest rate and foreign exchange risks incurred both by the
commercial activities and
proprietary activities (transactions regarding the shareholders’ equity, investments and issues of bonds)
are hedged, to the extent possible, on an individual basis or by means
of macro-hedging techniques, the
remaining part is maintained within pre-established limits at prudent levels.
The interest rate risk is managed through two metrics: balance sheet sensitivity
to yield curve shifts and
net interest income sensitivity. Balance sheet sensitivity is defined as the variation in the net present value
of future principal and interest cash flows of all items in the banking book,
balance sheet and off-balance
sheet for two steering scenarios of +/- 10 bps parallel shift in the yield
curve and for two stressed
scenarios of +/-100 bps parallel yield curve shifts. A set of limits
is applied to balance sheet sensitivity
and the compliance with those limits is monitored by ALCO
on a monthly basis. The gaps between
outstanding assets and liabilities are determined on the basis of the contractual
terms of transactions,
models based on clients’ historic behavior patterns, as well as conventional
assumptions relating to
certain balance sheet items. Net interest income sensitivity indicator is
calculated monthly and presented
to ALCO versus an approved set of limits. Even though a set of limits
is in place for this indicator, the
main steering indicator remains balance sheet sensitivity.
In addition, two new regulatory interest rate risk indicators, EVE SOT
and NII SOT, are reported on a
quarterly basis to local regulator (since September 2024) and monitored
on a monthly basis in ALCO.
Both indicators have regulatory limits to be followed according to the regulation
in force.
Detailed information on interest rate risk is found in Note 46.2 to the consolidated
and separate financial
statements as of the year ended December 31, 2025.
M
ARKET RISK IN TRADING
BOOK
Market risk is defined as the risk of registering a loss of value on financial
instruments arising from
changes in market parameters (FX rates, interest rates, share prices etc.)
and correlations between them.
Market risk management is integrated within Bank’s and Group’s risk management, BRD pursuing
market risks on a prudent approach, the objective being to ensure profitable
market activities but
undertaking risk levels and capital needs as low as possible. Bank’s trading portfolio represents a small
weight of Bank’s total risk exposure and contains highly liquid instruments which are traded with good
rated counterparts.
Market risk management is carried out according to the below principles:
Ø
Compliance with internal framework and local and European regulations
Ø
Functional independence from business lines
Ø
Definition and/or validation of different methodologies, metrics’ typologies, parameters
and
controls for all products or activities generating market risk in trading book
Ø
Control on definition, approval and parameterization of traded products
Ø
Definition, calibration and approval of risk metrics limits
Ø
Daily analysis and reporting to the operative management of exposures
and their compliance with
the approved limits
Ø
Synthetic communication to Bank’s management presenting the trading book exposures and
market risk evolutions
Detailed information on market risk is found in Note 46.2 to the consolidated
and separate financial
statements as of the year ended December 31, 2025.
O
PERATIONAL RISK
Operational risk is defined as the risk of loss resulting from inadequate
or failed internal processes, people
and systems, or from external events, including, but not limited to
legal risk, model risk or information
and communication technology (ICT) risk, but excluding strategic and
reputational risk.
The Group’s operational risk management system was developed and strengthened over the years and
allows:
Ø
identification, analysis and evaluation of operational risks, their control
and follow up
Ø
applying measures meant to improve and strengthen the control framework,
in order to
prevent/reduce operational risk losses
Ø
ensuring adequate capital requirements for covering exposure to operational
risks
The day-to-day management of operational risk is the responsibility
of employees from each business
unit. The personnel have to be always aware of their responsibilities
in connection with identification and
reporting of operational risks and other duties which may arise in
relation with the management of
operational risks.
Operational risk management tools put in place at BRD are mainly:
Ø
Historical operational risk losses database
Ø
Key risk indicators (KRI)
Ø
Risk and control self-assessment process (RCSA)
Ø
Scenario analysis
Ø
Managerial Supervision of processes (MS)
Ø
Fraud prevention, detection and investigation system
Ø
Committee for New Products, which ensures the assessment of operational
risks associated with
new products for Banks’ clients, outsourcing of activities and significant
modifications of the
existing products offered to the Bank’s clients
Ø
Crisis management and business continuity plan
Ø
Management of Information Security and IT Risk
6.
C
APITAL
M
ANAGEMENT
A
ND
A
DEQUACY
C
ONSOLIDATION PERIMETER
The basis for calculation of own funds is the consolidated prudential perimeter.
As BRD is parent credit institution in Romania and, at the same time, subsidiary
of Société Générale,
BRD Group consolidation perimeter for prudential purposes is defined
in accordance with Regulation
(EU) No 575/2013 (CRR), Part One, Title II, Chapter 2, Section 3.
The consolidated entities for prudential scope are identified based on
the criteria as per Articles 4 (1) (3),
(16) to (27), 18 and 19 of CRR. According to Article 4 of CRR,
entities consolidated in the prudential
reporting must have one of the following types of activity: credit institution,
investment firm, ancillary
services undertaking and/or other financial institution.
In contrast, in accordance with BRD Group‘s IFRS financial statements,
all entities controlled directly or
indirectly (including non-financial entities, insurance companies, etc.)
are fully consolidated. Additional
exclusion of subsidiaries from prudential consolidation perimeter
is based on criteria from Article 19 of
CRR. Non-consolidated subsidiaries are included in the prudential
consolidated statements based on
equity method.
The prudential consolidation perimeter of BRD Group as of 2025 end includes
the parent company BRD -
Groupe Societe Generale S.A and BRD Sogelease IFN S.A.
O
WN FUNDS
BRD Group regulatory own funds as of December 31, 2025 amounted
to 11,045 million RON (after
partial profit integration and considering the impact of OCI
quick fix adjustment), compared to 10,590
million RON as of December 31, 2024 (including the profit for year
2024 net of the approved dividends
representing 50% of 2024 profit according to Ordinary General Shareholders
Meeting (OGSM) decision
from April 24, 2025). Own funds at 31 December 2024 were revised
from 10,005
million RON
(reflecting partial profit integration), as presented in the Annual Board
of Directors’ Report for 2024, to
10,590 million RON after the integration of the net profit for financial year
2024, net of approved
dividends.
BRD Group regulatory own funds as at December 31, 2025 consist of common
equity capital (CET1) and
Tier 2 instruments.
Common Equity Capital (CET1) is formed of:
Ø
Eligible Capital includes the nominal share capital and the hyperinflation adjustment
of share
capital accounted until December 31, 2003. As at December 31, 2025,
the share capital amounted
to RON 696.9 million, unchanged versus previous periods. The hyperinflation
adjustment
amounted to RON 1,819 million.
Ø
Eligible Reserves include:
o
Retained earnings, which represent the undistributed profits of previous periods
and
retained earnings arising from IFRS implementation adjustments.
o
Other reserves: legal reserves, general reserves for credit risk, fund for general
banking
risk, representing reserves established by the law and share based
payment reserves.
Ø
Other comprehensive income (OCI) includes unrealized gains and
losses from changes in the fair
value of debt instruments at fair value through other comprehensive
income and from re-
measurement of defined benefit liability arising from the post-employment
benefit plan. Starting
July 2024, BRD applied the temporary treatment of unrealized gains and
losses resulting from the
valuation of assets at fair value through OCI, according to art. 468 of
Regulation (EU) 2024/1623
and removed from CET1 100% of the amount of unrealized gains and
losses accumulated since
31 December 2019 for debt instruments measured at fair value through
other comprehensive
income. These temporary regulatory requirements ceased to exist starting 1 January
2026.
Regulatory deductions from CET 1 applicable as at December 31, 2025
essentially involved the following
elements:
Ø
Intangible assets that are not prudently valuated: starting 31 December 2020,
intangible assets
that are not prudently valuated as per Regulation 876/2019 are deducted
100% from CET 1 (as
compared to previous periods when intangible assets accounting value was fully
deducted from
CET 1). Under this current approach, the positive difference between the prudential
and the
accounting amortisation becomes fully deducted from the CET 1 capital,
while the residual
portion of the carrying value of the software prudently valuated is risk weighted
at 100%.
Goodwill is fully deducted from CET 1 capital.
Ø
Contingent or any foreseeable tax charges related to CET 1 reserves taxable
upon utilization to
cover losses or risks.
As at December 31, 2025,
Tier 2 instruments consist of two subordinated loans concluded with the parent,
EUR 250 million in total (RON equivalent 1,276 million).
C
APITAL REQUIREMENTS
From a regulatory perspective, capital requirements cover:
Ø
credit risk
Ø
operational risk, foreign exchange risk and settlement risk
Ø
position risk in trading book
Ø
credit valuation adjustment risk for OTC derivative instruments.
The calculation of credit risk capital requirement takes into account
the transactions’ risk profile and is
computed according to the standardized approach (CRR Part 3, Title 2, Chapter 2) using the
Financial
Collateral Comprehensive Method and information regarding credit assessments
performed by external
credit assessment institutions (ECAI).
The capital requirement for general position risk is calculated
using the Maturity-based method. Capital
requirement for credit valuation adjustment is determined using
the standardized method.
Until end of 2024 the capital requirement for operational risk was calculated
according the CRR, Part 3,
Title 2, Chapter 4, using advanced measurement approaches (AMA). BRD, as a member of the Societe
Generale Group, uses AMA to measure operational risk since 2008 based
on the SG internal methodology
and calculation. The allocation of operational risk capital requirements
to the sub-consolidated entities
was based on net banking income and history of operational risk losses.
Starting with Q1 2025 following the discontinuation of the previous
approaches (SMA and AMA) in the
favour of a new single method in CRR3, the Bank applies the new Standardised
approach to calculate the
own funds requirements for operational risk.
On top of the total regulatory ratio of 8% set by Art 92 from CRR, starting
2016, based on NBR
requirements, BRD Group maintains additional own funds to cover
risks resulting from internal
assessment and SREP (supervisory review and evaluation process).
In 2025 this requirement represented
4.96% of RWA
(4.52% during 2024). Thus, the TSCR (total SREP capital requirements)
for BRD Group
was 12.96% for 2025 (12.52%
for 2024).
Overall capital requirements (OCR) represent the total of SREP requirements
and capital buffers, namely:
Ø
A Conservation Buffer in CET 1 capital intended to absorb losses during periods
of stress. This
buffer is mandatory and fully effective from 1 January 2019 and amounts to 2.5% of total RWA.
Ø
A Countercyclical Buffer that may be imposed during periods of excessive credit
growth when
system-wide risk is building up, capped at 2.5% of total RWA.
According to NBR Order 6/2021
amending the NBR Order 12/2015, the level of countercyclical buffer for credit exposures
in
Romania was 0.5% (from 0% previously), starting October 17, 2022 and 1% starting
from
October 23, 2023, according to NBR Order no 7, from 25
th
of November 2022.
Ø
Other systemically important institutions (O-SIIs) identified by NBR which
have been authorized
in Romania, may be subject to an O-SII Capital Buffer of up to 2% of the total RWA. BRD was
identified as O-SII by NBR and O-SII Capital Buffer was 1% starting with 1 January 2016
until
December 2021 end. Based on a new calibration methodology, starting 1 January 2022 the O-SII
Capital Buffer for BRD is 1.5% of total RWA
,
reconfirmed by NBR Order no. 9/06.12.2023.
Ø
A Systemic Risk Buffer was imposed, according to NBR Order 4/2018, starting with
30 June
2018, with the aim of supporting the adequate management of credit risk
and enhancing banking
sector resilience to unanticipated shocks, amid unfavourable structural
circumstances. The buffer
is applied to all exposure and is calibrated at 0% - 2%, depending on the
level of the non-
performing loans ratio and the coverage ratio. The systemic risk
buffer applicable for BRD is 0%.
M
INIMUM REQUIREMENT FOR OWN FUNDS AND ELIGIBLE LIABILITIES
(MREL)
According to Bank Recovery and Resolution Directive (BRRD), the
banks should have the loss-absorbing
and recapitalization capacity necessary to help ensure that, in, and immediately
following a resolution,
those institutions can continue to perform critical functions (criticality assessed
from the perspective of
impact on the markets) without putting taxpayers’ funds, meaning public
funds, or financial stability at
risk.
Therefore, it was regulated a requirement for own funds and eligible
liabilities (MREL) for all credit
institutions and investment firms through BRRD1 (Directive 2014/59)
transposed in Romanian legislation
through Law 312/2015, and BRRD2 (Directive 2019/879) transposed
in local legislation through Law
320/2021.
As at December 2025 end, BRD had to comply with MREL requirements
based on the notification
received on 26th of June 2025 (cancelling the previous one from 3rd
of July 2024), to be respected at all
times: 25.45% (vs 25.41% previously) of TREA (total risk exposure
amount) and 5.90% of LRE
(leverage ratio exposure). On top of the above, the combined buffer requirement
should be respected
(5.0% of TREA, starting 23 October 2023).
As the resolution strategy for Societe Generale is Single Point of Entry, with upstream of losses to the
resolution entity (Societe Generale SA), the total MREL should be
satisfied with own funds and a new
category of debt (senior not preferred, SNP), ranking above own
funds and subordinated that is not AT1
or T2, but below senior preferred. The SNP should be concluded with
the parent (Art. 45 f (2) BRRD2).
BRD concluded five senior non-preferred loans with the parent,
of EUR 950 million in total, as presented
below:
-
EUR 450 million renewed in December 2025 (roll-over of
a 2021 SNP and a 2023 SNP), with an
initial term of 3 years and a call option at 2 years;
-
EUR 100 million drawn in December 2025, with initial term at 3 years
and a call option at 2
years;
-
EUR 100 million with initial term at 7 years and a call option at 6 years
and EUR 150 million
with an initial term of 8 years and a call option at 7 years, both drawn
in December 2023;
EUR 150 million drawn in June 2024 with an initial term of 6 years and a call
option at 5 years
(roll-over of a 2022 SNP);
The summary of the BRD Group and Bank capital adequacy is presented
below:
m RON
2024
2025
2024
2025
Tier 1 capital
8,971
9,397
9,346
9,770
Tier 2 capital
1,244
1,275
1,244
1,275
Total
own funds
10,215
10,671
10,590
11,045
Capital requirements
Credit risk (including
counterparty risk)
2,626
2,920
2,791
3,087
Market risk
15
25
15
25
Operational risk
190
436
192
443
Credit valuation
adjustment
(CVA) risk
10
15
10
15
Total
capital requirement
2,840
3,396
3,009
3,570
Risk weighted
assets
Credit risk (including
counterparty risk)
32,825
36,503
34,891
38,593
Market risk
183
311
184
315
Operational risk
2,371
5,453
2,406
5,538
Credit valuation
adjustment
(CVA) risk
127
182
127
182
Total
risk exposure amount (TREA)
35,506
42,449
37,607
44,628
Regulatory Capital
Adequacy
Ratio
28.77%
25.14%
28.16%
24.75%
Tier 1 ratio
25.27%
22.14%
24.85%
21.89%
Eligible
liabilities
(senior non
preferred loans)
4,844
Total
own funds and eligible
liabilities
15,889
MREL (% of TREA)
35.60%
Bank
Group
Note: Capital adequacy ratio without the impact of OCI quick
fix adjustment as of December 31, 2025
is 22.08% (Group) and 22.3% (Bank), and
22.4% (Group) and 22.8% (Bank) as of December 31, 2024.
L
EVERAGE
R
ATIO
The leverage ratio reached 9.0% (with own funds including partial profit
integration and considering the
impact of OCI quick fix adjustment) as at 31 December 2025 at Group
level, which is well above the 3%
minimum requirement enforced based on Regulation 2019/876 amending
CRR starting with June 2021.
The sustainable level of leverage ratio results from the strong capital base,
namely high-level Common
Equity Tier 1 capital and Tier 2 capital, and a balance-sheet structure specific to the universal bank
business model with core focus on retail activities.
I
NTERNAL
C
APITAL ADEQUACY ASSESSMENT PROCESS
(ICAAP)
In accordance with Article 148 of the Emergency Ordinance no. 99/2006 on credit
institutions and capital
adequacy, as subsequently amended and NBR Regulation no. 5/2013 on prudential requirements for
credit institutions, BRD has in place a process for internal assessment of capital
adequacy to risks.
The Bank performs periodically an evaluation of internal capital adequacy
to risks by comparing the
available own funds with internal capital requirements. The general
framework for ICAAP is updated
annually and the capital adequacy monitoring is performed on a quarterly
basis.
A risk assessment is performed annually and involves the evaluation
of all risks to which the Bank may
be exposed and the identification of the significant risks.
The internally evaluated capital requirement is determined using „Pillar
1 plus” approach, where the
capital requirements for the following risks are added to the regulatory capital
requirements:
Ø
Credit risk concentration, residual risk from usage of credit risk mitigation
techniques, risk
related to foreign currency lending to unhedged borrowers and risks arisen
from applying less
sophisticated approaches
Ø
Interest rate risk in banking book
Ø
Funding risk
Ø
Strategic risk
Ø
Other significant risks: reputational risk, compliance risk, model
risk.
For the purposes of the internal capital adequacy assessment, the available
own funds are considered
equal to the regulatory own funds.
Based on the Business and Risk Strategy and on the Risk Appetite, the Bank
makes projections of the
own funds and capital requirements on a three years horizon in
order to ensure their adequacy, both in
normal course of business and under stress situations.
7.
I
NTERNAL
C
ONTROL
F
RAMEWORK
Internal Control System relies on the three lines of defense model, which
reinforces segregation of duties
between various functions.
The
first line
of defense is represented by all staff for the operations in their area of activity, comprising
all of the Bank’s structures (located both in the Network and Headquarters) which are primarily
responsible for the ongoing management of the risks arisen in conducting their
daily activities, taking into
account the Bank’s risk appetite and its policies, procedures and controls.
All Bank’s structures (including structures acting as control functions) are responsible with performing
the first level controls. They represent all measures implemented
at operational level, in order to ensure
the conformity, validity and security of the performed operations (controls on operational activity and
controls on accounts).
The responsibility for the implementation and operation of first level controls
is with the management of
all Bank’s structures (both in first and second line of defense), by the continuous management of risks
arising from their daily activities, as per internal normative framework, but
also for the implementation of
first-level controls and by taking the necessary corrective measures in
all cases where deficiencies are
identified as a result of the processes or of the carrying out of the control.
The
second line
of defense is represented by risk management and compliance
functions, which are
independent from the entities that they monitor and control.
The risk management function
is responsible for overseeing risks, for ensuring they are identified,
assessed, measured, monitored, managed and properly reported
on by the business lines, for
challenging and assisting in the implementation of risk management measures
by the business lines in
order to ensure that the process and controls in place at their level
are properly designed and effective.
Deputy CEO in charge of Risk (Chief Risk Officer) is the Coordinator of the Centralized Risk
Management function and reports to the management body, as well as to relevant committees, all the
results / conclusions / recommendations for improving the risk management
function.
The compliance function
advises the management body on measures to be taken to ensure compliance
with applicable laws, rules, regulations and standards, and assesses
the possible impact of any
changes in the legal or regulatory environment on Bank’s activities and compliance framework. It
ensures that compliance monitoring is carried out through a structured
and well-defined compliance
monitoring program and that the compliance policy is respected.
The compliance function is coordinated by the Director of the Compliance
Department, who is the
coordinator of the compliance function at Bank level, being hierarchically
subordinated to the Bank's
CEO.
As part of the risk management function, BRD has in place a Level
2 control structure that has the
responsibility to ensure a better internal control system efficiency by evaluating the quality
of the level 1
control. This assessment addresses controls to prevent operational risks
generated by the activities and
processes within BRD Group. Level 2 control has the following
responsibilities:
Ø
Evaluating the design of Level 1 controls / control procedures to ensure
that there is a proper
framework for monitoring and controlling operational risks related to
activities
Ø
Evaluating the performance of these controls to ensure that all operational
risks and anomalies
have been identified by the first level of control, and that there are appropriate
remedial actions
and that they are implemented
The
third line
of defense is represented by the internal audit function, which
provides independent review
and objective assurance on the quality and effectiveness of the Bank’s internal control system, the first
and second lines of defense and the risk governance framework. Internal audit
function reports to and
operates under the mandate of the Board of Directors.
The main instruments implemented at BRD level for ensuring an efficient internal
control system are:
Ø
Transposition of the Bank’s strategies/policies/processes into written regulations (norms, policies,
instructions, work procedures) and their periodic review
Ø
Raising awareness of each operational level regarding the necessity to control operations
and
apply working procedures adapted to the nature and volume of activity, taking into account all
risk types
Ø
A clear decision process and allocation of responsibilities and authority
limits, by hierarchical
levels and organizational structures, including appropriate segregation of duties
at all
organizational levels, in order to prevent assignment of conflicting responsibilities
Ø
A continuous process of identification, assessment, mitigation, monitoring
and reporting of
material risks
Ø
A compliance program
Ø
An audit plan
Ø
Timely reporting of the deficiencies identified in the internal control system to the
appropriate
management level, who should address the issues promptly
Ø
Timely reporting of material internal control deficiencies to management body
The internal control framework described above is applicable to the financial
reporting processes and
provides reasonable assurance on the reliability of financial reporting, compliance
with applicable laws
and regulations, as well as with the internal policies and procedures.
It is the Board of Directors’ assessment that the Group has adequate internal
control and risk management
arrangements in place with regard to the Group’s risk profile and strategy.
11
8.
C
ONSOLIDATED
S
USTAINABILITY
S
TATEMENT
8.1.
G
ENERAL
I
NFORMATION
Basis for Preparation
Framework and Data Selection
IRO 2-59
This report has been prepared in accordance with the Directive (EU) 2022/2464
of the European
Parliament and of the Council of 14 December 2022 amending Regulation
(EU) No 537/2014, Directive
2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU,
as regards corporate sustainability
reporting (Corporate Sustainability Reporting Directive – CSRD), the European
Sustainability Reporting
Standards (ESRS), alongside the requirements of Article 8 of EU Regulation
2020/852 on establishing a
framework to facilitate sustainable investment (EU Taxonomy) and the local legislation transposing
CSRD ((NBR Order no. 27/2010 for approving accounting Regulations in
accordance with International
Financial Reporting Standards, republished, with subsequent amendments).
The disclosures included in
the Environmental Information, Social Information and Governance Information
(ESG) chapters (Topical
Chapters) have been assessed as material according to our Double
Materiality Assessment (DMA)
or
are mandatory according to the ESRS Standards. All disclosure requirements
and data points
corresponding to topics and sub-topics that resulted as immaterial during
the DMA, are not included in
this statement.
After the identification of material topics in the DMA, the EFRAG
Guidance was used to
map the material sustainability matters to the relevant disclosure requirements.
Consolidation
BP 1-5-a,b, d
The Sustainability Statement for the financial year ended 31 December
2025 (the Sustainability
Statement) has been prepared on a consolidated basis and is aligned
with the perimeter used for preparing
the IFRS Financial Statements.
The scope of consolidation is indicated in Note 2 b) Basis for consolidation
of the Consolidated Financial
Statements and comprises BRD Groupe Société Générale S.A. (the
“Bank” or “BRD”), BRD Sogelease
IFN S.A. (BRD Sogelease), BRD Asset Management SAI S.A.
(BRD Asset Management). For the
purpose of the Sustainability Statement the consolidated entity (BRD and
its subsidiaries) is referred to as
„the Group” or „BRD Group”, and its immediate and ultimate controlling
party, Société Générale S.A., is
referred to as the “SG Group” or “SG”.
For the preparation of the Sustainability Statement, BRD Group has not
used the option to omit
information corresponding to intellectual property, know-how or the results of innovation.
BP 2-5-15, BP 2-5-17
Additionally, within this statement mainly mandatory and material disclosures and data points according
to ESRS and EFRAG guidance are included. We have also utilized the Global Reporting Initiative (GRI)
standards to determine key metrics relevant for specific material IROs
presented under the Chapter
“Consumers and end-users”. Phase-in option in accordance with ESRS
1 Appendix C, has been adopted
specifically for the following disclosures: ESRS 2 SBM 3-48-e (anticipated
financial effects of the
11
For the realization
of the Sustainability
Statement 2025, the
DMA has been
updated based on
the last developments
related to BRD
Group.
undertaking’s material risks and opportunities), ESRS E1-9 (anticipated financial effects from material
physical and transition risks and potential climate-related opportunities).
In addition, BRD Group has
applied the transitional provision related to value chain information, specifically
for Scope 3 GHG
emissions (E1-6).
BRD Group’s Value
Chain
BP 1-5-c
The information included in the Sustainability Statement covers the
value chain of BRD Group, including
upstream, own operations and downstream, and joint ventures & associates.
The DMA has taken into
account material Impacts, Risks and Opportunities (IROs) to the
extent that BRD Group has ready access
to the information. In future we consider expanding this analysis, as
the CSRD develops.
BRD Group’s value chain consists of the following components:
-
Upstream & Own Operations
, which include the ownership of buildings, IT equipment,
direct
consumption, supplier relationships, human resources and compliance.
-
Downstream
, which encompasses BRD Group’s core financial services’ clients, including retail,
non-retail, leasing and asset management. BRD Group serves a diverse
client base, including
private individuals, small businesses, SMEs, and large corporations, reflecting the
broad impact
of its financial activities across the economy.
-
Joint Ventures &
Associates
, such as BRD Asigurări de Viață S.A. and CIT ONE S.A, which
operate as business partners within BRD Group’s ecosystem. While these entities are not fully
consolidated within BRD Group’s operations, they are considered in the value chain analysis,
particularly in areas where their activities intersect with BRD Group’s financial services.
Additionally, the Sustainability Statement provides detailed information on policies, actions, targets, and
metrics that extend across the entire value chain, including BRD Group’s own operations and its
relationships with upstream suppliers, downstream clients, and joint ventures
& associates.
Disclosures in Relation to Specific Circumstances
BP-2-9
For the preparation of the Sustainability Statement, BRD Group has adopted
the same definition for short
(1 year), medium (up to 5 year) and long-term (more than 5 years) as indicated
by ESRS 1 section 6.4
paragraph 77.
When data was not available, averages or proxies were used. Details
on the estimates, data sources and
any potential measurement uncertainties or assumptions are provided within
the relevant Topical
Chapters. For more details, please see the information reported below
in the section “Estimation
Uncertainty Disclosure”.
BP-2-16, IRO-2-56
For the implementation of the actions disclosed in the Sustainability
Statement no significant CapEx or
OpEx was required unless otherwise stated in the topical disclosures. These
actions were carried out
primarily using the regular operational budgets of the departments involved,
relying on business
‑
as
‑
usual
activities, unless otherwise stated.
For a list of information incorporated by reference, please refer
to the Annex Chapter. The List of
disclosure requirements and the List of datapoints in cross-cutting and Topical Standards that derive from
other EU legislation are reported in the Annex Chapter.
In developing its consolidated Sustainability Statement, the Group has
not relied upon other European
standards nor on data and processes verified by an external assurance provider
other than the provider of
limited assurance for this report. Unless specifically indicated otherwise,
the frameworks, guidelines,
policies, effectiveness of the actions, targets and metrics presented in this Sustainability Statement
are not
validated, audited, certified or assessed by or based on the opinion of an
external body other than the
assurance provider for this statement.
Estimation Uncertainty Disclosure
BP-2-10, BP-2-11, BP-2-12
Estimates and uncertainties
Information related to sustainability is often subject to uncertainties stemming
from the state of scientific
and economic knowledge, as well as the quality of both internal and
external data, such as those used for
the value chain. Moreover, prospective information, unavailable data, and the quantification of certain
sustainability metrics - particularly environment data - rely on estimates and
judgements based on BRD
Group’s experience and internationally recognized sustainability standards. These estimates depend
heavily on the hypotheses and methodological choices made.
For the computation of GHG emissions, BRD reviews and applies estimation
methodologies that are
consistent with ESRS 2 requirements.
Use of estimates and associated limitations
Sustainability metrics, especially those related to BRD Group’s value chain like CO
2
emissions (E1-6),
are based on estimates, averages, or assumptions, leading to data volatility
and quality uncertainties.
When direct measurement isn't possible, data from customers or external
providers introduce potential
inaccuracies. In the absence of specific information, sector and geographical
averages are used, which
may not accurately reflect BRD Group’s customer portfolio. Greenhouse gas emissions related to
financing activities often require combining multiple data sources. Emission
factors, which convert
consumption data into greenhouse gas emissions (GHG, in tons of
carbon dioxide equivalent - tCO
2
eq),
vary by source and context. CO
2
emissions span various categories, each with inherent uncertainties.
Additionally, differing methodological practices and changing regulations complicate CO
2
emissions
estimation across the value chain.
Details on data or estimate limitations are provided in the metric
descriptions (E1-6). BRD Group is
committed to improving practices and methodologies as standardized,
high-quality data become more
available from external partners.
Estimates were also used in relation to certain elements included
in the calculation of total remuneration
of BRD Group's employees. Further details are provided in the Own Workforce section of the Social
Information chapter.
Uncertainties inherent in forward-looking information
BP-2-12
The sustainability statement includes objectives and forward-looking statements
reflecting BRD Group’s
ambitions. This information should be used cautiously, as it's based on current beliefs and economic
forecasts and is subject to significant uncertainties beyond BRD Group's control.
These statements do not
guarantee the realization of all ambitions. The sustainability statement outlines
BRD Group’s trajectory in
line with CSRD and ESRS obligations, not a definitive outcome.
Changes in preparation or presentation of sustainability information
BP-2-13
With respect to changes in the preparation and presentation of sustainability information compared
to the
previous reporting period, the entity-specific metric "Total number of data leaks, thefts and losses of
customer data" disclosed in the prior year in relation to the material sustainbility
matter S4-Privacy, was
replaced in the current year by the entity-specific metric "Number of
personal data breaches notified to
the local data protection authority and rated as “significant” by the Data
Protection officer". This change
aims to strenghten the linkage between the material risk identified and
related metric disclosed, as well as
to ensure consistency with the information reported to Management
and regulatory authorities. Further
details are available in Consumers and end-users chapter.
For details on the changes in preparation and presentation of EU Taxonomy-related disclosures amid the
application of the Discolsure Delegated Act 2026/73 please refer to EU Taxonomy chapter.
Reporting errors in prior periods
BP-2-14
In 2025, BRD Group refined the calculation methodology applied to S1
‑
16 – Remuneration metrics (i.e.
pay gap and total remuneration) by including benefits in kind and other
forms of variable cash payments
offered to employees as part of total remuneration. As a result, the 2024 comparative
figures for the
gender pay gap and the annual total remuneration ratio were restated
to reflect the revised calculation of
annual total remuneration.
This restatement was performed to align the calculation methodology with
the current reporting approach
and applicable ESRS requirements, thereby enhancing consistency and comparability
between reporting
periods.
For details, please refer to Own Workforce chapter.
BRD Group Governance Practices
Sustainability Governance
GOV 1-22- a,d
At BRD Group level, the perimeter of the Administrative, Management
and Supervisory Bodies (AMSB)
is defined as comprising the Executive Committee and the Board of Directors.
The Board of Directors
(BoD) holds ultimate responsibility for overseeing the Group’s Sustainability Strategy, ensuring the
effective management of material impacts, risks and opportunities (IROs). This
includes defining -
objectives and targets that align with BRD Group’s commitments to stakeholders, regulatory compliance
and broader ESG priorities. The BoD ensures that sustainability considerations
are integrated into BRD
Group’s strategic direction, reinforcing alignment with regulatory frameworks, stakeholder expectations
and the overarching sustainability commitments of Société Générale Group (SG).
Through its governance
role, the BoD drives responsible decision-making, monitors progress on sustainability
initiatives and
ensures that BRD Group remains resilient in addressing ESG challenges
and opportunities.
The Executive Committee (EC) is responsible for implementing the Sustainability
Strategy across all
relevant business lines and functions, ensuring that the defined targets are translated
into actionable plans
across business units.
The EC periodically informs the BoD regarding the progress of the Sustainability
Strategy
implementation, including specific aspects related to material IROs.
The responsibilities for the BoD and
EC are formalised collectively according to legal provisions (Company’s Law and Civil Code).
The Finance Department, reporting to the Deputy CEO Finance and Operations,
is responsible for the
publication of the Annual Report which from financial year ended
December 31, 2024, onwards
integrates the Sustainability Statement.
The Human Resources Department, under the CEO’s direct authority, engages employees in CSR
initiatives, manages material IROs related to own workforce, as identified
during the DMA (Double
Materiality Assessment) and manages relationship with the Trade Union.
The Social Environment and Positive Impact Financing Directorate
(ESPIF), reporting to the Deputy
CEO Non-Retail, assesses environmental and social risks and
supports sustainable financing.
The Communication Division, under the General Secretariat’s direct authority, manages sponsorships,
community support and CSR-related communications.
To ensure comprehensive risk oversight, the Compliance Committee, through the ESPIF team, provides
quarterly updates to both the BoD and the EC on key environmental
and social risk highlights.
The Transformation Department, under the CEO’s direct authority, ensures that sustainability-related
progress is tracked through established KPI indicators in line with Horizons
2025 and its extension
Horizons 2027 strategic plan. Horizons 2027 represents the strategic plan of
BRD, focusing on 3 main
pillars: Client Centricity (growth built on all business segments, while also
fostering synergies), ESG
(being a responsible financier and employer) and Efficiency (by being simpler and
faster, leveraging also
on technology, while optimizing scarce resources and keeping a healthy risk profile).
The governance structure also includes internal control mechanisms, ensuring
compliance with ESG
policies, risk frameworks and ethical business conduct guidelines. The
implementation of ESG policies is
monitored through BRD Group’s Internal Control Framework, which ensures that sustainability risks and
opportunities are effectively managed and reported.
The Risk Management Function, reporting to the Deputy CEO Risk, is responsible
for overseeing the
identification, assessment, monitoring and reporting of the risks that could
have a major impact on Bank’s
financial standing and/or its reputation (including ESG risks), challenging
the proposal made by the first
line of defence regarding ESG related normative framework, strategic objectives
and sustainability
strategy.
Each business department integrates sustainability principles
into their activities, adapting products and
services to align with BRD Group’s CSR policy and sustainability ambitions, with progress tracked
through annual indicators.
Together,
these structures ensure a comprehensive, collaborative approach
to sustainability governance
and execution, embedding sustainability objectives into BRD
Group’s strategy and operations.
How BoD and EC Members are Informed About Sustainability Matters
GOV 2-26-a,b,c
The Management Body of BRD Group (EC and BoD) considers the
material impacts, risks and
opportunities when overseeing BRD Group’s strategy, major transactions and risk management processes.
The BoD plays a critical role in ensuring that sustainability is embedded
in strategic decision-making by
aligning ESG considerations with business objectives. BRD Group’s sustainability strategy was
developed through a combination of top-down strategic guidelines
from SG and a bottom-up approach
identifying material topics through internal analysis, such as DMA or
the Business Environment Scan
2024 (BES). SG’s strategic sustainability framework is structured around four main pillars: a culture of
responsibility, environmental transition, positive local impact, and responsible employer. BRD Group
integrates these pillars with its internally identified sustainability-linked
topics, ensuring that ESG
considerations are fully embedded into its Business Strategy, Horizons 2027. As part of this process of
integration, BRD Group assesses the main risks and opportunities,
their potential impact on clients and
their overall business implications, ensuring a comprehensive integration of
ESG factors into the Group’
strategy.
When overseeing major transactions and risk management, the Executive
Committee evaluates how ESG
risks and opportunities align with market trends, business objectives, and
stakeholder expectations. ESG-
related trade-offs, such as the balance between short-term operational costs and sustainability
goals, are
carefully assessed. Additionally, BRD Group’s risk management framework incorporates ESG factors,
with specialized structures such as the ESPIF Division supporting
the identification and mitigation of
ESG-related risks in transactions and client engagements.
The material impacts, risks, and opportunities identified through
the DMA were validated by the EC
before final approval by the BoD. These identified factors are detailed
under the disclosure SBM 3 of the
relevant reporting chapter.
Skills and Expertise Related to Sustainability
GOV 1-23-a,b
To ensure that the Board of Directors (BoD) and Executive Committee (EC) possess the necessary
sustainability-related expertise, BRD Group has implemented a structured
approach to skills development
and continuous learning. The Nomination Committee plays an essential role
in this process by
identifying, proposing and submitting for approval candidates for management
positions, ensuring that
selected candidates meet the expectations of capital markets, regulatory
bodies such as the National Bank
of Romania (NBR), and corporate governance best practices. This includes,
among others, expertise in
sustainability, business conduct and ESG-related matters. The Nomination Committee also conducts an
annual assessment of the BoD’s structure, size and performance, making recommendations to enhance
sustainability-related competencies where necessary.
For members who may not possess direct expertise in sustainability, BRD Group ensures access to a team
of trained and certified experts with specialized knowledge acquired
through the implementation of
sustainability projects. Additionally, members of the management bodies actively participate in annual
training programs designed to enhance their understanding of material
sustainability topics. In 2025,
targeted training sessions were conducted on CSRD and ESRS (Corporate Sustainability
Reporting
Directive and Strategy), ensuring alignment with regulatory requirements
and evolving sustainability
trends. BRD Group’s Training Plan, developed annually in line with BRD Group’s strategy and
operational priorities, emphasizes upskilling and reskilling to support business
needs while ensuring
compliance with legal and regulatory certification requirements for key
functions. The CSR Strategy
training deployed in 2025 targeted all staff, EC and BoD members.
The principles underlying BRD Group’s training and development strategy include alignment with
business objectives, open communication, equity and transparency. ESG and sustainability topics have
been important topics in the training agenda for 2024 and 2025, with dedicated
courses covering areas
such as Climate Fresk, Sustainable IT Awareness, Digital resilience improvement (DORA), CSR
Standards, Circular Economy, Environmental Crisis Management, Protecting Biodiversity and
Sustainable Finance Regulations. These sessions help equip management
with the necessary skills to
understand, assess and address sustainability impacts, risks, and opportunities
relevant to BRD Group’s
operations.
Beyond formal training, BRD Group leverages internal and external
expertise through introductory
presentations, workshops and expert-led sessions when major sustainability
programs—such as the
implementation of CSRD/ESRS requirements—are introduced. These initiatives
ensure that the BoD and
EC are well-informed about sustainability-related regulatory
changes, risks and opportunities, reinforcing
their ability to integrate sustainability into strategic decision-making.
The departments within BRD Group are gaining knowledge of the sustainability
impacts, risks and
opportunities related to their specific activities. Training needs are directed also to material topics
relevant
to BRD Group’s operations. The EC reviews and validates the annual Training Plan, ensuring that it is
aligned with the strategic priorities of BRD Group activities and
industry trends.
Business Conduct Governance
GOV 1-5-a,b
The BoD and EC play a critical role in upholding high standards of business
conduct. These bodies
operate under clearly defined rules of organization and functioning, promoting high
ethical and
professional standards and a strong internal control culture.
The BoD holds the ultimate responsibility for overseeing BRD
Group’s corporate governance framework,
ensuring compliance with regulatory requirements, and embedding
business conduct principles into the
Bank’s strategic direction. The BoD is responsible for establishing and maintaining high standards of
corporate ethics, managing conflicts of interest and fostering a
transparent business environment.
The EC is responsible for implementing the strategic and operational decisions
set by the BoD. It ensures
that business conduct policies are effectively applied throughout the organization, embedding ethical
principles into daily operations, customer interactions and internal processes.
The EC also oversees risk
management practices, ensuring alignment with BRD Group’s long-term objectives and regulatory
standards.
Moreover, the BoD annually assesses the adequacy of the BRD Group’s EC members based on reports
from the Nomination Committee. This ensures that the EC is well-suited
for the dimension and
complexity of BRD Group's activities.
To assist in performing its responsibilities, the BoD has established four committees, including the Audit
Committee, Risk Management Committee and the Remuneration Committee.
BRD Group prioritizes continuous learning and professional development
for its management bodies by
providing targeted workshops and training courses on business topics based on
their needs and requests.
Members of the BoD and EC participate in mandatory and voluntary training
programs covering critical
topics such as anti-corruption, combating inappropriate behaviour, the Code of Conduct, international
sanctions compliance, competition law, anti-money laundering (AML), countering the financing of
terrorism, and information security. Additionally, workshops on organizational culture, change
management have been conducted with BoD members and executive directors
to define and reinforce
corporate values and ethical principles. Tailored coaching programs for top management further enhance
their leadership capabilities in fostering a strong ethical culture within
BRD Group.
GOV 1-21-c
For more information related to the BoD and EC members in relation
with BRD Group’s sector of
activity, products and Romanian market, please refer to Chapter 2 Corporate Governance of the current
Annual Board of Directors’ Report 2025.
Sustainability-related Performance Incentive Schemes
GOV-3-29
For 2025, all EC members had to fulfil KPI related to strategic projects
of the Bank, including ESG KPI
within the framework of Group Performance & Efficiency Program connected
to ESG strategy. In
addition, KPIs related to the results of the Employee Barometer (related
targets are disclosed in Own
workforce chapter) were also included in the objectives set for 2025,
carrying a weight of up to 15% in
management variable remuneration for 2025. Consistent with the prior year, BRD's CEO
objectives for
2025 included SG Group KPIs related to the reduction of Oil & Gas exposure.
At present, BRD Group’s current remuneration policy for the Management Body does not include
structured incentive schemes directly linked to sustainability matters.
However, each year, specific
objectives are established for the members of these bodies, including
those related to sustainable finance.
Other Governace-related Information
GOV 1-21-b, d,e
BRD Group ensures employee representation through its adherence
to the Collective Labour Agreement
and relevant legal requirements, allowing the Representative of
the Trade Union to be invited to some
BoD meetings to address employees' rights and interests. This inclusion
fosters dialogue between the
management and the Bank’s workforce, ensuring that employees’ concerns are considered in decision-
making.
In terms of gender diversity, as of December 31, 2025, at Bank level, eight of the nine positions on the
BoD were duly occupied and exercising their mandates while the nomination
of one female member was
under review at the NBR. With five female (56%) and four male (44%), resulting in an
average female-
to-male ratio of 5:4, similar to December 31, 2024. Additionally, there are four independent board
members, accounting for 44% of the BoD, similar to 2024. The EC, however, has a different gender
composition, with five male members (71.4%) and two female
members (28.6%), reflecting an average
female to male ratio of 2:5, similar to December 31, 2024.
At BRD Sogelease level, there are 5 positions on the BoD occupied
and exercising their mandates
according to the local legislation. With four female (80%) and one male (20%) member, resulting in an
average female - to - male ratio of 4:1 in 2025 (vs. three female and two
male members, resulting in an
average female-to-male ratio of 3:2 in 2024). Of these, one member qualifies
as independent board
member, similar to 2024. According to the Articles of Incorporation, the management of the company and
the coordination of its day-to-day activities are carried out by the Company’s Executive Directors, namely
the General Director and one Director (vs. the General Director and
two Directors in 2024). At executive
Management level, both members are male.
The Board of Directors of BRD Asset Management SAI SA, consisting of 3
members, is currently
composed entirely of men, resulting in a 100% male representation at
the supervisory level, including one
independent director, representing an independence ratio of 33% (no change vs 2024). In contrast,
the
executive management team demonstrates a balanced gender representation,
with an equal gender
distribution of 50%–50% (no change vs 2024). This balance within
the executive management team
clearly shows the organization’s commitment to promoting diversity and inclusion in day-to-day
operations and in decision making processes.
GOV-1 21-a
For information related to the number of executive and non-executive of
the BoD members, please refer
to Chapter 2 Corporate Governance of the current Annual Board of
Directors’ Report 2025.
Statement on Due Diligence
GOV-4
Information on the due diligence process for the Sustainability Statement
is given in the table below:
Table
1: Treatment of Due Diligence in the Sustainability Statement
CORE ELEMENTS OF DUE
DILIGENCE
PARAGRAPHS IN THE SUSTAINABILITY
STATEMENT
a)
Embedding due diligence in
governance, strategy and
business model
ESRS 2 – GOV-2 pg. 66
ESRS 2- GOV -3 pg. 68
ESRS 2 – SBM-3 pg. 87- 98, 100-101, 143-146, 171-172
b)
Engaging with affected
stakeholders in all key steps
of the due diligence
ESRS
2- GOV-2 pg. 66
ESRS 2- SBM-2 pg. 75-79
ESRS 2 MDR-P, pg. 108-111,
150-152, 175-180, 197-200
S1-2, pag. 154-155
S4-3, pag. 182-184
c)
Identifying and assessing
adverse impacts
ESRS 2 – IRO-1 pg. 78-87
ESRS 2 – SBM-3 pg. 87- 98, 100-101, 143-146, 171-172
d)
Taking actions to address
those adverse impacts
ESRS 2 MDR-A, pg. 111-118, 157-162, 184-193, 203-204
e)
Tracking the effectiveness of
these efforts and
communicating
ESRS 2 MDR-T, pg. 118-121, 163-164, 193-195, 205
Risk Management and Internal Controls over Sustainability Reporting
GOV-5
Currently, BRD Group does not have a fully formalized risk management and internal control system
dedicated exclusively to the sustainability reporting process. However, sustainability reporting
is
conducted within the broader corporate governance framework, with
responsibilities distributed across
relevant departments, while the ultimate responsible for the integration
of the Sustainability Statement
within the BoD Annual Report lies with the Finance Department. The
reporting process relies on existing
internal controls (Chapter 7 Internal Control Framework of the current Annual
Board of Directors’ Report
2025), such as data verification by responsible units, alignment with
regulatory requirements and high-
level oversight by management. While there is no dedicated sustainability
reporting control framework
yet, efforts are made to ensure compliance with applicable standards through collaboration
between
operational teams and departments responsible for the preparation
of the sustainability reporting.
Risk Assessment Approach
BRD Group does not currently employ a formalized risk assessment
methodology for sustainability
reporting. However, potential risks related to data accuracy, completeness, and consistency have been
identified and managed during the reporting process. The prioritization of these
risks is based on factors
such as regulatory compliance requirements, stakeholder expectations,
and internal strategic priorities.
Key risk areas considered include data reliability from different business units, potential
misalignment
with reporting standards and evolving regulatory demands. BRD Group
is planning to enhance the risk
assessment process by developing a more structured approach to sustainability
reporting risk
identification and management.
The following key risks related to the sustainability reporting process
have been identified:
-
Data accuracy and reliability: Risk of inconsistencies in sustainability
data due to reliance on
manual data collection and limited automation. Mitigation: Internal validation
processes
conducted by the responsible reporting teams, cross-departmental reviews.
-
Regulatory compliance risk: Potential gaps in meeting new or evolving
sustainability disclosure
requirements. Mitigation: Continuous monitoring of regulatory changes
and consultation with
subject matter experts, including external consultants.
-
Internal capacity and expertise: Specialized knowledge on sustainability reporting
frameworks
still under development, which may impact reporting quality. Mitigation: Ongoing capacity-
building efforts, including internal training and collaboration with external consultants.
-
Timeliness of reporting: Challenges in consolidating data from multiple sources within required
timelines. Mitigation: Improving internal coordination, and project management,
with clearer and
larger intermediate milestones.
Integration of Risk Findings
BRD Group integrates findings related to sustainability reporting risks
through its existing governance
processes. Insights gained from previous reporting cycles are used to
improve data collection methods
and coordination between departments.
Cross-functional collaboration – particularly between Finance, Risk Management
Structures – ensures
that identified reporting challenges are addressed through ad-hoc process
adjustments.
Oversight and Reporting Mechanisms
Sustainability reporting progress and key challenges are communicated
through general reporting
mechanisms, such as periodic updates to the EC. ESG and reporting-related
findings are also discussed in
relevant working groups when necessary (i.e. ESG by Design Program,
ESG working group).
BRD Group Business Model and Sustainability Strategy
Business Model
SBM-1-40-a
BRD Group is active in Romania in the banking, leasing and asset
management sector.
BRD Group’s
total number of employees as of 31 December 2025 was 5,517 (vs.
6,243 as of 31 December 2024). BRD
operates as a universal bank providing a comprehensive range of financial products
and services to
individuals, corporate clients, and public institutions. Its business
model integrates traditional banking
services with sustainable finance initiatives, aiming to create long-term value
for customers, investors and
stakeholders.
12
BRD Group's offering extends beyond core banking services, encompassing specialized
financial entities
such as BRD Asset Management and BRD Sogelease, which contribute
to a diversified product offering
tailored to different market needs.
ESG factors were progressively integrated into BRD Group’s strategy and processes through SG’s ESG
by Design program, which was implemented between 2022 and 2025. This
program was designed to
address regulatory expectations and voluntary commitments while
embedding sustainability into BRD
Group’s core operations.
More information on BRD Group business and products is included
in the financial part of the Board of
Directors Report (Chapter 4. Group activity and results).
Inputs
SBM 1-42-a
BRD Group secures and develops key inputs through strategic planning,
partnerships, and adherence to
regulatory and sustainability frameworks. The main inputs include:
-
Financial Capital: Sourced from its shareholders, the main one being Societe Generale,
customer
deposits, equity, interbank loans and partnerships with international financial institutions such as
the European Investment Bank (EIB) and the International Finance Corporation
(IFC), supporting
sustainable finance and other lending programs.
-
Human Capital: The Bank invests in workforce development through
continuous learning
programs, ESG-focused training and employee engagement initiatives
to align with sustainability
goals.
-
Technology and Digital Infrastructure: BRD Group is enhancing its digital capabilities with
investments in fintech partnerships, internet banking including mobile
applications, and
automation to improve efficiency and customer experience.
-
Sustainability Integration: ESG considerations are progressively embedded
into BRD Group's
operations, aligning with regulatory expectations and voluntary commitments.
-
Regulatory Compliance: BRD Group operates in compliance with national
and EU regulatory
frameworks, such as the EU Taxonomy and Sustainable Finance Disclosure Regulation (SFDR),
ensuring transparency and accountability in its sustainable finance practices.
Outputs
SBM 1-42-b
BRD Group’s outputs translate into a wide range of products and services that contribute to financial
inclusion, sustainability and economic development.
For retail customers, BRD Group provides a comprehensive suite
of banking products for individuals and
small businesses, including loans (consumer, mortgage, green loans, investment loans), current account
services, and investment solutions including through BRD Asset Management
Undertakings for
Collective Investment in Transferable Securities (UCITS) funds.
Corporate clients benefit from a diverse range of financial solutions
such as investment financing,
working capital facilities, sustainability-linked loans (SLLs
) or letters of guarantee, and asset-based
12
Sustainability-linked loans refer to any type of
loan instruments and/or contingent facilities (such
as bonding lines, guarantee lines
or letters of credit) which incentivize the borrower’s
achievement of ambitious, predetermined
sustainability performance objectives.
leasing through BRD Sogelease, which supports companies in acquiring
energy-efficient equipment or
assets contributing to a climate-change objective and transitioning
to greener business models.
Additionally, specialized financial leasing solutions cater to key sectors such as transportation, agriculture
and healthcare, enabling businesses to acquire essential assets while focusing
on energy efficiency and
sustainability.
For investors, BRD Asset Management offers a wide array of products enabling
clients, both individual
investors and companies, the access to a variety of asset classes and
strategies, ranging from conservative
fixed-income funds to dynamic equity funds or target date funds. BRD Asset Management’s product
portfolio comprises 12 diverse investment funds, with RON
9.27 billion assets under management
(AUM), out of which 5 investment funds are SFRD Article 8 compliant,
as of 31 December 2025.
Moreover, BRD Group’s commitment to sustainable financing, with a target of EUR 2.4 billion by 2027,
provides long-term value and aligns with global sustainability
trends.
Beyond customers and investors, BRD Group actively collaborates with
international financial
institutions (e.g., IFC, EIB) to facilitate access to financing for green and
social projects such as
renewable energy, clean mobility,
and sustainable urban infrastructure.
Furthermore, BRD Group actively contributes to social inclusion by
financing public sector initiatives
and programs aimed at supporting local employment and vulnerable communities.
Value
chain
BRD Group's value chain involves a complex ecosystem of suppliers,
providers and users of financial
services and partners that play a key role in its business model. For
more details on BRD Group value
chain please refer to the information reported under ESRS 2-BP-1.5c.
Commitment to Sustainability and Responsible Finance
SBM-1-40 a, e, f
BRD Group is committed to building a better and more sustainable
future in collaboration with its clients
through responsible and innovative financial solutions that address
climate change and broader
sustainability challenges.
To address climate change and social challenges, BRD Group has also adapted its products and services,
embedding ESG principles into its offerings. A wide range of green, social, sustainable
and sustainability-
linked financing solutions are available.
Sustainable financing refers to financial transactions that generate environmental
and/or social benefits,
aligning with either the Green & Sustainability Linked Loans Framework
or the Green Financing
Framework, and may include positive impact financing (PIF), sustainability-linked
loans (SLL), and other
specialized loans like blue or gender loans. Sustainable financing encompasses
green or social loans used
to finance or refinance eligible Green/Social Projects, with methodologies
and criteria that are internally
defined by BRD Group and different from the EU Taxonomy's criteria, being less stringent than those in
the EU Taxonomy.
Consequently, not all sustainable finance provided by BRD Group will meet the strict
criteria for EU Taxonomy alignment and the Sustainable Financing metric and target presented
hereinafter in this report is an internal metric and must not be confused
with the Green Asset Ratio (GAR)
KPI under the EU Taxonomy.
For more details on sustainable financing please refer to S4 – Consumers
and end users.
For retail customers, key offerings include Habitat Verde loans and Expresso Verde
loans, designed to
support environmentally friendly and responsible individuals financing.
Moreover, BRD Group is
expanding its green loan offerings under EU Invest sustainability support schemes
and establishing
partnerships with energy efficiency solution providers, such as solar panel providers, to scale up
its green
financing solutions.
For non-retail clients, BRD Group provides tailored financial
solutions across different industries,
including energy and the power sector (with a focus on renewable sources), utilities,
and real estate,
particularly for green buildings. More specifically, BRD Group leverages Sustainable and Positive Impact
Finance (SPIF) and Sustainability-Linked Loans (SLL) to support renewable
energy and energy
efficiency projects. BRD Group also supports clean transportation, logistics, and distribution
by financing
infrastructure that facilitates sustainable mobility. The Bank also prioritizes fostering sustainable actions
within its operational geography, focusing on smart municipalities and local authorities, circular economy
initiatives, medical services, green buildings, water treatment, and biodiversity
projects.
BRD Sogelease, the financial leasing arm of BRD Group, is committed
to supporting the transition to a
low-carbon economy by increasing green and sustainable financing
solutions tailored to industries such as
transportation, energy transition and circular economy projects. In its endeavour, BRD Sogelease is also
using a financing facility provided by EIB. This initiative supports customers'
industries such as
agriculture, transportation and logistics by applying specific technical criteria.
In the investment domain, BRD Group focuses on sustainability-linked
swaps for corporate clients and
structured placements with sustainability features for individuals, alongside
an increasing number of
ESG-focused investment funds managed by BRD Asset Management. BRD
Asset Management considers
the sustainable investment principles, being a member of the Principles
for Sustainable Investments since
2023, making it the only Romanian asset manager part of this initiative.
With a strong commitment to
reducing environmental and social risks, BRD Asset Management is actively
building a globally
diversified portfolio that includes equities and tradable
SGL
ETF UCITS, ensuring exposure to global
equity markets with ESG characteristics at the aggregate portfolio level.
During the reporting period, BRD Group has continued to focus on sustainability-related
financing,
addressing the growing demand for green and sustainable financial products.
The growing interest in
sectors such as renewable energy, sustainable buildings construction, energy efficiencies and electric
mobility, reflects BRD Group’s contribution to support the transition to a low-carbon economy. Each
transaction undergoes a rigorous impact assessment process and is structured based
on internationally
recognized standards (depending on the type of product, we refer to LMA Green
Loans principles, LMA
Sustainability-linked loans principles, LMA Social loans principles, ICMA
Sustainability-linked bonds
Principles; in addition, relevant transactions take into account technical screening
criteria as per the EU
Taxonomy Regulation), with a commitment to ensuring that financed projects deliver tangible
environmental and social benefits (e.g. for corporate clients BRD
requires ESG impact reports depending
on the type of transaction – these may include KPIs to be respected
by customers, such as reduction in
emissions, carbon / energy efficiency, energy consumption reduction, etc.).
As part of its sustainability strategy under the Horizons 2025 plan, BRD
Group aimed to achieve a
cumulated production of sustainable financing of > EUR 1 billion by 2025
(cumulated over 3 years),
contributing to SG’s overall commitment of EUR 300 billion in sustainable transactions. This target was
achieved in September 2024. This has led to a more ambitious
target of EUR 2.4 billion by 2027 set as
part of the updated strategic plan, Horizons 2027.
In addition, BRD Group has and is continuing to enhance its collaboration
with financial institutions such
as the IFC, the EIB (through EIF) in 2024, and in 2025 with the new
established Investment and
Development Bank (BID), Ministry of Economy, Digitalization, Entrepreneurship and Tourism
(MEDAT),
and leveraging EU funds, including the National Recovery and Resilience
Plan (PNRR), to
support sustainability projects across various sectors. Under this framework,
BRD Group is developing
and promoting Climate, Blue and Gender financing through an extended partnership
with the IFC, and
energy efficiency and social financing through partnership with the EIF, while Sogelease is strengthening
its cooperation with the EIB to facilitate green financing solutions for SMEs.
13
Through the partnership concluded with EIF within Sustainability
Program in 2025 BRD granted loans
for financing working capital needs of sustainable SMEs (eco-label and/or green
businesses,
environmentally certified companies, etc) and also investments in: (i) construction
and/or renovation of
commercial buildings including where the primary energy demand defining the
energy performance of
the building was at least 10% lower than the threshold set for the nearly zero-energy
building (NZEB), (ii)
in technologies, equipment, appliances, systems or proceses that
modify the existing facilities and reduce
significantly energy consumption/GHG emissions, incl. investment in replacing
existing technology,
equipment, machines providing a decrease in energy use (kWh) or GHG emission
reduction and (iii) full
electric vehicles.
In 2025, BRD Group continued to strengthen its digital banking
services, enhancing accessibility for
individuals and business clients through improved online platforms and
mobile banking applications. This
has led to an increase in digitally active customers, with a growing number
of clients preferring online
and remote banking solutions. More details regarding the improvement in
digital banking services can be
found in Chapter 4 Group activities and results, within the BoD report.
BRD Group’s Sustainability Strategy
SBM-1-40 g
BRD Group’s strategy incorporates key elements that directly impact sustainability matters, with a strong
focus on supporting environmental transition, aligning with global climate
goals, and addressing critical
sustainability challenges. BRD Group’s Sustainability Strategy is aligned with the four strategic pillars of
Société Générale (SG) Group:
-
Environmental Transition: accompany all client segments in their transition, with innovative
solutions to serve their changing needs.
-
Positive Local Impact: be a catalyst for positive societal and economic
impact for communities
across geographies.
-
Culture of Responsibility: maintain high standards of governance, with
a corporate purpose that
drives our values and mindset.
-
Responsible Employer: offer an attractive, inclusive and engaging working environment.
The strategy addresses sustainability matters by integrating ESG
considerations into financial operations,
risk management and corporate governance.
The pillar “Environmental Transition” revolves around three main objectives: supporting clients
in their
sustainability transition, contributing to SG’s climate commitments, and reducing BRD Group’s own
environmental footprint. In this sense, BRD Group is actively working
to align its portfolio with SG
Group's commitments, which aims to achieve carbon neutrality across key
emissions-intensive sectors.
SG has implemented origination guidelines for the top ten most carbon-intensive
sectors, including
thermal coal, oil & gas, power generation, cement, aluminium, steel, automotive,
shipping, aviation, and
commercial real estate, which have been transposed locally, to BRD Group. To contribute to this effort,
BRD Bank set the target to deliver EUR 2.4 billion in sustainable finance
production by 2027 and is
increasing the share of green finance in BRD Sogelease’s portfolio, while gradually reducing exposure to
customers and industries with high ESG risks.
13
Sustainable financing refers to financial transactions that generate environmental and/or social benefits, aligning with either the Green & Sustainability
Linked Loans Framework or
the Green Financing Framework,
and may include positive
impact financing (PIF), sustainability-linked
loans (SLL), and other specialized loans like blue
or gender loans. Sustainable financing encompasses
green or social loans used to
finance or refinance eligible
Green/Social Projects, with
methodologies and criteria
that are internally defined
and distinct from the EU
Taxonomy's criteria, being less stringent than those in the EU
Taxonomy.
Consequently, not all sustainable finance provided by BRD
Group will meet the strict criteria for EU Taxonomy alignment and the Sustainable Financing metric and target presented hereinafter
in this report is an internal metric and must not
be confused with the Green Asset Ratio (GAR)
KPI under the EU Taxonomy.
BRD Group is committed also to minimizing its environmental
footprint by setting ambitious reduction
targets for its operations, including IT infrastructure - achieving a 55% reduction in
the carbon footprint
of its own operations by 2027, compared to the 2019 baseline. Thus, BRD
Group is implementing
initiatives such as green IT strategies, fleet greening programs, and energy efficiency measures to
ensure
a continuous reduction in operational emissions. For more details, please
refer to Chapter Climate
Change, section Impacts, Risks and Opportunities Management, sub-section Actions
Related to Climate
Change Adaptation, Climate Change Mitigation and Energy.
Socially, BRD Group fosters economic transformation by supporting SMEs, municipalities, and local
entrepreneurs through targeted financing and awareness initiatives, including gender
finance and
programs dedicated to social inclusion.
Governance-wise, BRD Group has integrated ESG principles into its
decision-making processes and
strengthened oversight through an ESG Working Group, Nonetheless, these measures operate
independently of remuneration, as current remuneration policy for the
Management Body does not
include structured incentive schemes directly linked to sustainability
matters.
BRD Group anticipates several challenges in achieving its sustainability goals. Adapting
to evolving EU
regulations, such as CSRD and the EU Taxonomy, while ensuring transparency in reporting, remains a
key priority. Additionally, assisting high-carbon sectors in their transition poses significant client
transition risks, requiring careful management of associated credit and
reputational exposures.
Furthermore, scaling sustainable finance to meet the growing market
demand while aligning product
offerings with evolving environmental standards presents a strategic challenge that BRD
Group aims to
address through continuous innovation and strategic partnerships.
Another critical challenge is the
availability and quality of data, particularly in financed emissions reporting,
which BRD Group
introduced for the first time in 2024, necessitating robust data collection
and analysis capabilities.
BRD Group Stakeholder Engagement
SBM-2-45 a
BRD Group recognizes the importance of effective stakeholder engagement as
a key component of its
business strategy and sustainability efforts. Thus, it actively interacts with a diverse
range of stakeholders
to identify their expectations, address concerns and adapt its strategies accordingly
to manage impacts,
risks and opportunities.
The primary objectives of BRD Group’s stakeholder engagement efforts are to understand stakeholder
expectations and concerns, strengthen trust and long-term relationships, align
business objectives with
stakeholder needs, drive continuous improvement in products and services,
and integrate ESG factors into
business operations and decision-making.
The insights gathered from these interactions form a continuous
feedback loop (feedbacks from customers
interactions, market research, surveys are collected at different moments, through
various channels),
allowing BRD Group to adapt its products and services based on customer
input, enhance employee
policies and working conditions, improve transparency for investors
and regulators, shape corporate
social responsibility initiatives in response to community needs, and
refine strategic planning to align
with market and regulatory expectations.
BRD Group’s key stakeholders include:
-
Employees
– As the foundation of BRD Group’s operations, employees are engaged through
various internal communication and feedback mechanisms (i.e. employee
satisfaction survey,
customer satisfaction survey, whistleblowing channels, complaints channels available for
employees and customers, previous stakeholder engagement, etc.).
-
Capital Market
– Investors and analysts who seek transparent financial and non-financial
disclosures.
-
Sectorial or Market Associations
– Partnerships that support the development of financial
industry standards and policies.
-
Unions
– Representing employee interests in negotiations and organizational development.
-
Clients
– Both individuals and corporate customers who rely on BRD
for financial products and
services.
-
Local and Central Authorities
– Regulatory bodies that ensure compliance with legal
and
ethical standards.
-
Mass-Media
– Ensuring transparency and public communication of BRD
Group’s operations and
initiatives.
-
Suppliers
– Essential partners in maintaining operational efficiency and service quality.
-
Shareholders
– Providing capital and strategic direction for the Bank’s growth and sustainability
initiatives.
-
Competitors
– Collaborating within industry frameworks to ensure fair competition
and sectoral
progress.
-
Local Communities
– Beneficiaries of BRD Group’s corporate social responsibility initiatives
and sustainable finance efforts. The consultation was done mainly via NGOs we
are working
with.
BRD Group engages with all identified stakeholders on a regular basis
through structured communication
channels. Engagement occurs across various key areas, such as sustainability, financial performance,
regulatory compliance, and social responsibility. This engagement is managed through formalized
communication structures and dedicated functions within BRD Group,
ensuring an efficient and
structured approach. This year, as part of the DMA update, the team responsible with the coordination
of
the Sustainability Statement reporting, comprising of members of various
levels of seniority from the
Finance Department, carried out a dedicated stakeholder engagement
initiative involving both affected
stakeholders and users of sustainability information. For further details, please
refer to section “1.5.
Double Materiality Assessment Process.”
Table
2 - Key engagement methods
Customer
Relations
-
Dedicated phone lines and email addresses for suggestions and
complaints.
-
Special web pages to collect customer feedback.
-
Internal procedures for handling and analyzing customer feedback
to
enhance service quality.
Employee
Dialogue
-
Regular meetings with employee representatives and unions.
-
Periodic satisfaction surveys and organizational diagnostic studies.
-
Confidential channels for employees to voice concerns and provide
suggestions.
Shareholder
and Investor
Communication
-
Dedicated investor relations department to ensure transparency and
equal access to information.
-
Regular financial reports, conference calls, and an investor-dedicated
website section for continuous communication.
Interaction with
Authorities
-
Compliance and regulatory departments ensure cooperation with
local
and central authorities.
-
Active participation in shaping and improving legal frameworks
through
collaborative initiatives.
Engagement
with Other
Banks and
Associations
-
BRD is an active member of the Romanian Banking Association
(ARB)
and the Council of Banking Employers in Romania (CPBR),
advocating for sector-wide improvements and fair competition. BRD
AM is a member of the Association of Fund Administrators (AAF).
BRD
SOGELEASE is a member of the Romanian Association of Financial
Companies (ALB) and of the Romanian Leasing and Credit Owners
Association (PLCR).
Community
Engagement
-
Partnerships with local organizations and participation in social
initiatives aimed at education, financial inclusion, and environmental
sustainability.
Engagement
with suppliers
-
Suppliers are engaged through the Group tool, Sourcing Hub,
deployed in all entities, including BRD.
-
Email communication is used for various exchanges, as well
as regular
meetings with suppliers.
Engagement
with mass
media
-
Constant care for transparency and pro-active attitude through
the
Communication Department, which manages the main tools for
media
relations, through press releases, press conferences, digital
communication, social media and partnerships with various events,
to
offer a fair image on BRD’s activities, strategy and role in the
Romanian economy.
Aligning strategy to stakeholders’ expectations
SBM 2-45 b, c, d
BRD Group’s key stakeholders have expressed a growing interest in responsible banking practices,
sustainable finance solutions, and increased transparency regarding ESG-related
risks and opportunities.
This also resulted from the stakeholder consultation performed in 2025
as part of the DMA update. The
results revealed that stakeholders generally perceive BRD
Group’s impact on people, communities, and
the environment as largely positive, with strengths noted in community involvement,
professionalism, and
reliability. However, areas for improvement were identified, such as enhancing communication on
sustainability actions, addressing digitalization challenges, and increasing
transparency regarding
environmental initiatives. Stakeholders expressed clear expectations for BRD
Group to intensify its
efforts in climate action, employee well-being, and community support, while also
emphasizing the
importance of digital transformation, fair salaries, and customer service.
Thus, BRD Group has aligned its strategic objectives with these expectations
by embedding sustainability
considerations into its operations through the Société Générale Group’s ESG by Design program and the
Horizons 2025/2027 strategic plans.
For its clients, BRD Group has expanded its portfolio with sustainable financing
solutions, as detailed in
the previous Section BRD Group Business Model and Sustainability Strategy.
Internally, BRD Group is aware of the outcome of the optimization initiatives regarding employee well-
being, putting a focus on it. Other internal focus points are professional development,
conducting
satisfaction surveys, fostering an inclusive workplace culture, and providing
sustainability-related training
programs.
Investors and shareholders benefit from enhanced transparency
through ESG disclosures, including on
assumed commitments.
The interaction with regulatory authorities ensures compliance with evolving
sustainability-related
regulations, while proactive collaboration with local communities has led
to initiatives in areas such as
financial literacy, circular economy, and social inclusion. BRD Group also works closely with
municipalities and local authorities to advance smart city projects, sustainable
infrastructure, and
biodiversity initiatives.
Additionally, ESG criteria are integrated into procurement processes, strengthening relationships with
responsible suppliers.
To maintain transparency and accountability, BRD Group is also committed to enhancing its reporting
practices by implementing more robust impact assessment methodologies
and engaging third-party ESG
rating providers for independent evaluations of its sustainability performance.
In December 2025,
Sustainable Fitch has upgraded BRD-Groupe Société Générale S.A.'s
(BRD) ESG Entity Rating to '2'
from '3' and improved its entity score to 65 from 63 (the assessment was based
on BRD Board of
Directors report 2024, BRD consolidated financial statement 2024).
To facilitate the integration of stakeholder expectations in the strategic objectives, the BoD and the EC
are regularly – at least annually – informed through reports, performance
reviews, and direct engagement
initiatives such as shareholder meetings, regulatory dialogues, and client
and employee feedback
channels.
Interest and views of own workforce and their impact on BRD Group’s strategy and business
model
S1-SBM 2-12
BRD Group recognizes its own workforce as a key stakeholder group
and integrates its interests, views
and rights into its strategy and business model through an approach
aimed at fostering an engaging and
inclusive working environment.
BRD Group strives to create an attractive and engaging workplace
by fostering an employee-focused
culture, with initiatives that support wellbeing, simplification of processes,
and the implementation of
people-oriented programs designed to enhance job satisfaction and work-life
balance. BRD Group
actively engages with employees through regular dialogue, surveys, and
feedback mechanisms to ensure
their needs and concerns are addressed in shaping strategic decisions.
We continued to maintain fully transparency with the unions and to consult with them as required by the
law, meeting regularly with their representatives to inform them about the initiative aimed at optimizing
internal processes and capabilities. At the same time, we maintained an
open and ongoing conversation
with our employees to address their concerns related to future developments.
In line with its commitment to Diversity, Equity, and Inclusion (DE&I), BRD Group promotes awareness
and integrates DE&I principles into HR processes. The organization is committed
to implementing fair
remuneration practices and actively working towards ensuring equitable
treatment and equal career
advancement opportunities for all employees. These efforts are reinforced through
internal policies and
programs that support a culture of respect, inclusion, and professional
growth.
BRD Group is also committed to growing its people by equipping
them with the necessary skills and
competencies aligned with the evolving business landscape and sustainability
objectives. The bank
rewards employees for acquiring new skills and recognizes performance
based on collective and
individual KPIs. The deployment of a leadership competence model across
its HR processes, along with
mentoring programs and ESG-focused training initiatives such as the Blue
and Gender Finance courses,
demonstrates BRD Group's proactive approach to aligning workforce
development with sustainability
goals.
Through these initiatives, BRD Group ensures that the interests and
rights of its workforce are embedded
in its strategic direction and business operations. The continuous
assessment and improvement of
employee engagement strategies, coupled with leadership’s commitment to fostering an inclusive and
supportive culture, reflect BRD's dedication to being a responsible employer
that values and empowers its
workforce.
There are several internal documents, covering all employees, which provide
clauses referring to the
respect of human rights, such as freedom of association, right to
freely exercise the union rights, freedom
of opinion, equality of chances and treatment, non-discrimination, elimination
of any form of dignity
infringement, health and safety work environment and proper work
conditions.
These clauses are
reflected in principle in the Internal Regulation, The Human Resources Policy, The Remuneration Policy,
Health and Safety Policy, the Deontology Code and, in case of BRD and BRD Sogelease, the Collective
Labor Contract.
According to the Employee Barometer for 2025 (74% participation rate,
vs 76% in 2024), BRD Group
had 62% (vs 73% in 2024) of the respondents considering that they have
a balance between their
professional/personal life, 92% (vs. 95% in 2024) of the respondents considered
that the behaviour of
their team is ethic and responsible, and 77% (vs. 85% in 2024) of the respondents
considered that they
can speak up freely.
Interests and views of clients and their impact on BRD Group’s strategy and business model
BRD Group integrates the interests, views, and rights of its clients
into its strategy and business model by
offering responsible and innovative financial solutions. As a key stakeholder group,
the clients are at the
core of BRD Group's commitment to contributing to a better and more
sustainable future. BRD Group
continuously engages with its clients (i.e. day to day interaction of
relationship managers, contact center,
NPS benchmark) to understand their evolving needs and expectations,
shaping its offerings to align with
their sustainability goals and social well-being.
For both corporate and retail clients, BRD Group provides adapted financing
solutions supporting
businesses to transition towards more sustainable operations while contributing
to broader community
goals and making sustainable investments more accessible to individual clients.
Details were included in
the previous Section, BRD Group Business Model and Sustainability Strategy.
In the investment domain, BRD Asset Management develops
financial products with sustainability-linked
features, offering structured placements for individual investors and an increased number
of ESG-focused
investment funds. These initiatives provide clients with responsible investment
opportunities that align
with their values and sustainability goals. Additionally, BRD Sogelease focuses on promoting green
financing in specific industries, supporting the decarbonization of
transport and facilitating the transition
to a circular economy through tailored financing solutions.
BRD Group actively supports economic and social transformation by offering financing solutions
to
municipalities for infrastructure development on both large and small scales. BRD
Group also assists
SMEs in their sustainability transition through awareness-raising initiatives
such as the SME District and
SME Summit, providing educational resources and financing options tailored
to their needs. Gender and
social finance are also covered, with BRD Group actively promoting female
entrepreneurship through the
IFC partnership, which aims to support local businesses with dedicated
funding of 78 MEUR until 2027.
To enhance sustainable mobility, BRD Group focuses its automotive sector strategy on financing
companies that develop and produce parts for electric and hybrid vehicles,
alongside standard green fleet
financing products in partnership with IFC. BRD Sogelease continues
to expand its offerings by financing
zero-emission cars and commercial vehicles, encouraging clients
to adopt cleaner transportation options.
BRD Group is committed to financial inclusion and education, developing
customized financial products
for specific client segments such as students and pensioners, and enhancing
accessibility through e-
accessibility solutions for disabled customers. Ensuring the physical and
digital security of clients
remains a top priority, with continuous investment in cybersecurity technologies and robust data
protection measures.
Furthermore, BRD Group strengthens its social impact by supporting
national projects in education,
culture, and environmental protection. Initiatives such as the Climate
Change Summit, Fundatia 9
programs (Scena 9, Scoala 9, Rezidenta 9) and various youth programs
like Mindcraft Academy, BRD
Hubs or BRD First Tech Challenge demonstrate the Bank’s commitment to raising awareness and
fostering long-term positive change.
Double Materiality Assessment Process
Methodology
IRO 1-53 a, h
In 2024, BRD Group introduced a structured double materiality assessment
(DMA) process as part of its
first sustainability statement prepared in accordance with the CSRD
requirements. The DMA process was
designed to identify and evaluate sustainability-related impacts, risks, and opportunities
(IROs) from both
financial and impact perspectives. It was aligned with the European Sustainability
Reporting Standard
ESRS 1, ensuring a comprehensive assessment of how sustainability
matters influence BRD Group’s
financial performance and its broader impact on the environment
and society.
For the 2025 Sustainability Statement, the results of the previous DMA have
been updated to reflect
developments relevant to the current reporting year. The underlying process and methodology remained
largely unchanged, with only targeted enhancements introduced to improve the identification
and
assessment of positive impacts. Specifically, BRD Group implemented a more detailed framework to
confirm positive impacts. Positive impacts are now evaluated according
to four key criteria:
intentionality, additionality, accountability to the entity,
and the absence of mitigation of a negative
impact or risk.
Under this refined approach, positive impacts are considered initiatives
that result from a deliberate
ambition and are attributable to BRD Group or its operations. Initiatives
that are merely compliance-
driven are not classified as positive impacts, as they primarily serve
to remediate potential negative
impacts rather than create additional benefit. Conversely, initiatives that exceed legal requirements or
sectoral norms, such as those going significantly beyond European
legislation thresholds, are considered
positive impacts. Furthermore, initiatives addressing negative impacts
caused by third parties, even when
undertaken within the scope of regulatory obligations, can also be classified
as positive impacts if they
generate measurable and intentional benefit.
To strengthen the due diligence process and ensure the relevance of IRO assessments, BRD Group
conducted a stakeholder consultation with affected stakeholders and users of sustainability
information
during this reporting cycle. This engagement provided valuable insights
that informed the refinement of
the DMA outcomes and reinforced the robustness of the materiality
analysis.
These refinements were introduced during the current reporting period,
and BRD Group plans to review
and, where necessary, revise the materiality assessment methodology on an annual basis to ensure
continuous alignment with emerging best practices and stakeholder expectations. For the
next reporting
cycles, BRD Group will consider refining its DMA assessment to ensure
a stronger alignment with SG
guidelines.
The three main phases of the Double Materiality Assessment are presented below:
Understanding the
Context
This initial phase aims to develop a deep understanding of BRD
Group’s business environment and to identify potentially relevant
sustainability matters. The insights gained during this phase
support the identification of relevant IROs by considering BRD
Group’s operations and its broader value chain.
Identifying and
Assessing Impacts,
Risks, and Opportunities
In this phase, the Group identifies and assesses IROs across a
predefined list of sustainability matters, as outlined in ESRS 1
AR 16. The IROs are determined based on data collected during
the first phase and evaluated through two dimensions: impact
materiality and financial materiality. Impacts are assessed based
on their significance to the environment and society, while risks
and opportunities are analyzed for their financial implications.
This process leads to the development of a preliminary list of
material IROs, which is subsequently refined through
discussions with internal experts to ensure accuracy and
relevance, also taking into consideration the results of the
stakeholder consultation.
Validating the Results
The final phase consists of an internal validation of the DMA
findings with the Executive Committee. This step ensures the
robustness and credibility of the assessment by incorporating
feedback from key internal stakeholders to finalize the material
IROs for reporting and strategic planning purposes. Ultimately,
the results of the DMA are formally approved by the Board of
Directors
IRO 1-53 d
The DMA was performed under the coordination of the Finance Department
and with the support of an
external consultant. For the assessment, internal experts from different departments
were involved. The
results were, validated by the EC and approved by BoD. The monitoring
and control over the DMA
process was ensured by Finance Department in charge of coordinating
this process.
IRO 1-53 g
The double materiality assessment was based on a combination of external
and internal data sources to
ensure a comprehensive evaluation of impacts, risks, and opportunities
(IROs). External sources included
the UNEP-FI Impact Radar database for identifying potential environmental
and social impacts, SASB
Standards (Consumer Finance and Commercial Banks) for sector-specific
considerations, and the Global
Reporting Initiative (GRI) Standards for risk and opportunity identification.
Internal sources comprised
the Business Environment Scan (BES) conducted in 2025, portfolio composition
data, internal
documentation on complaints and quality reviews, employee and
client satisfaction surveys, and the
results of the stakeholder consultation carried out during the current reporting
year. The assessment
covered BRD Group’s operations and its broader value chain, applying a consistent methodology across
all business segments.
Identification of Potential and Actual Impacts on People and the
Environment
IRO 1-53 b
To identify potential and actual impacts on people and the environment, BRD Group conducted a
comprehensive analysis of the context in which it operates, updated during
the 2025 review to reflect
relevant developments. This process involved examining various
internal documents to gather
information on relevant developments related to BRD Group’s primary business lines (retail and non-
retail) across all entities. As last year, for each business line, specific aspects related to key products
and
services were assessed, considering their volume and relative contribution
within the respective segments.
Emphasis was placed on banking activities, which account for approximately
94% of BRD Group’s total
operations. To ensure a detailed assessment, multiple internal sources were analyzed, complemented by
feedback from key stakeholders (see ESRS 2-SBM-2.45a) collected
through employee and customer
satisfaction surveys and whistleblowing and complaints channels. The
2025 review also incorporated
insights from the dedicated stakeholder consultation conducted during
the current reporting year,
enhancing the due diligence process and the relevance of IRO assessments.
From this consultation, we
received more than 1,400 responses from affected stakeholders and users of sustainability
information.
Additionally, information related to business relationships along the value chain was included, with a
focus on BRD’s participation in companies where operational control is not exercised.
Based on this analysis, and to capture developments relevant to the
current reporting year, the list of
potentially material impacts identified in the previous cycle was reviewed
and updated. The updated
assessment continues to map impacts across BRD Group’s value chain - upstream, own operations, and
downstream - while incorporating refinements introduced in 2025. For
upstream and own operations, the
review considered key operational aspects such as ownership of buildings,
IT equipment, vehicle fleet,
direct resource consumption, and supplier relationships to determine environmental
and social
implications, using the GRI Standards as a reference framework. For
downstream impacts, BRD Group
analyzed exposures within its non-retail banking portfolio to identify significant
sectoral impacts, while
retail banking activities were assessed based on key products and services and
their potential social and
environmental effects. Internal evaluations also reconfirmed primary financed sectors -
such as
agriculture, goods transport, and construction - through leasing and asset
management activities. For joint
ventures and associates, impacts were reassessed primarily based on the
nature of their business models
and operations. Given the complexity of the process, BRD Group maintained
the UNEP-FI Impact Radar
methodology as a reference for identifying impacts, particularly
for downstream activities and
participations, due to its interoperability with the ESRS framework and
alignment with best practices.
Assessment and Prioritization of Potential and Actual Impacts
on People and the Environment
IRO 1-53 b
In 2025, the process for categorizing and assessing impacts followed the
same overall approach as the
previous year, while integrating targeted updates to reflect developments relevant to this reporting cycle.
The updated list of potentially relevant impacts was mapped to the ESRS
framework, aligning with
corresponding topics, sub-topics, and sub-sub-topics as outlined in ESRS 1 AR16.
This structured
approach ensured consistency with regulatory requirements and supported
the development of a
comprehensive set of ESRS topics. Compared to last year, the scope of relevant impacts was
expanded to
include new relevant impacts related to areas such as affected communities and consumers
and end-users.
As in the previous cycle, impacts were assessed across BRD Group’s entire value chain - upstream, own
operations, and downstream - and evaluated over short-, medium-,
and long-term horizons, applying the
time-horizon definitions provided in ESRS 1. Positive and negative impacts were
analyzed separately for
each segment of the value chain.
To ensure a robust and standardized evaluation, the assessment incorporated the key variables defined in
ESRS 1: scale (gravity or benefit of the impact), scope (extent of the
impact), irremediable character
(ability to mitigate or reverse negative effects), and likelihood (probability of occurrence).
For positive
actual impacts, scale and scope were considered, while potential positive
impacts also included
likelihood. Actual negative impacts were assessed using scale,
scope, and irremediable character, whereas
potential negative impacts incorporated all four variables. In cases
involving human rights, severity was
prioritized over likelihood, and only severity-related variables were applied.
Each variable was scored on
a six-point scale (0–5) using the same methodology applied also last year.
The review of the assessment was conducted by BRD Group’s dedicated sustainability team with the
support of an external consultant and involved subject-matter experts
across relevant areas. Dedicated
meetings were organized to update evaluations and integrate expert insights. In 2025,
the process was
further updated to factor the optimization initiatives to answer to macro-economic
challenges and to
improve the assessment of downstream environmental negative impacts
by incorporating specific
academic and industry literature. To determine materiality, a threshold score of 2.5 was applied; impacts
meeting or exceeding this threshold were classified as material. For details
on the material impacts
identified, please refer to ESRS 2-SBM-3.
Monitoring of Potential and Actual Impacts on People and
the Environment
IRO 1-53 b
The material impacts identified were internally validated by the Executive
Committee and then approved
by the Board of Directors. To ensure continuous oversight and support data-driven decision-making, BRD
Group will systematically track and evaluate its material sustainability-related
impacts over time, aiming
to mitigate negative effects and enhance positive contributions. The monitoring will primarily
include
periodic reviews to adapt to evolving stakeholder expectations and
regulatory requirements; stakeholder
engagement mechanisms to gather ongoing feedback on sustainability
impacts and assess the
effectiveness of mitigation measures; regular internal audits and ESG performance
evaluations to ensure
compliance with sustainability policies and identify areas for continuous
improvement.
Identification of Risks and Opportunities
IRO 1-53 c
The process for updating the identification of risks and opportunities
followed the same methodology
used last year; in other words, BRD Group applied the same approach to
identify any additional risks and
opportunities (see ESRS 2-IRO-1.53b). For 2025, the main enhancement was
the integration of insights
from BRD Group’s Business Environment Scan (BES 2025), conducted at BRD Group level and
covering BRD, BRD Sogelease, and BRD Asset Management. The review
confirmed that no material
differences emerged compared to the prior year’s analysis. For social and governance-related risks, BRD
Group continued to reference the SASB Standards for the financial
sector and the GRI Standards. Given
that ESG risks are assessed at an aggregated level within BRD
Group’s general risk management
framework, the internal risk management data lacked the granularity
required for this exercise. The
identification of risks and opportunities also considered, where applicable,
their connection to identified
impacts. These connections were most evident for sustainability topics such
as climate change mitigation,
energy, secure employment, training and skills development, privacy and sustainable finance, where
operational or portfolio impacts directly informed the corresponding
risks and/or opportunities.
Assessment and Prioritization of Risks and Opportunities
IRO 1-53 c
In 2025,
the process
for categorizing
and assessing
risks
and opportunities
maintained the
same overall
structure
as
the
previous
year,
while
incorporating
targeted
updates
to
strengthen
consistency
and
methodological
rigor.
The
identified
risks
and
opportunities
were
systematically
mapped
to
the
ESRS
framework, aligning with
corresponding topics, sub-topics, and sub-sub-topics
as outlined in ESRS
1 AR16.
This structured
approach ensured compliance
with regulatory requirements
and facilitated
a comprehensive
evaluation of financial implications for BRD Group’s performance. As in prior years, risks and opportunities
were
assessed
separately
across
short-,
medium-,
and
long-term
horizons,
applying
the
time-horizon
definitions provided in ESRS 1.
The updated assessment continued to apply the key variables defined in ESRS 1: likelihood of occurrence
and potential
magnitude of
financial effects.
Likelihood was
scored on
a six-point
scale (0–5),
consistent
with the
impact materiality
assessment, while
magnitude was
evaluated on
a four-point
scale (0–3).
The
reassessment was conducted
by BRD Group’s
dedicated sustainability team with
the support of
an external
consultant and
involved internal
subject-matter experts through
dedicated meetings to
validate assumptions
and integrate specialized
insights. For this
reporting years, the
assessment mainly
reflected the effects
of
the optimization initiatives
on some social topics,
confirmed by the results
of the stakeholder consultation.
To
determine
materiality,
a
threshold
score
of
1.5
(on
a
maximum
of
3
points)
was
applied;
risks
and
opportunities meeting
or exceeding
this threshold
were classified
as material.
For details
on the
material
risks and opportunities identified, please refer to ESRS
2-SBM-3.
Monitoring of Impacts, Risks and Opportunities
IRO 1-53 c
The material impacts, risks and opportunities identified were internally
validated by Executive Committee
and then approved by the Board of Directors. To ensure continuous oversight and support data-driven
decision-making, BRD Group will systematically track and evaluate its
material sustainability-related
impacts, risks and opportunities over time, aiming to mitigate negative
effects and enhance positive
contributions. The monitoring will primarily include periodic reviews
to adapt to evolving stakeholder
expectations, regulatory requirements and market dynamics; stakeholder
engagement mechanisms to
gather ongoing feedback on sustainability impacts and assess the effectiveness of
mitigation measures;
integration with the BES; regular internal audits and ESG performance evaluations
to ensure compliance
with sustainability policies and identify areas for continuous improvement.
Integration in the Risk Management Process
IRO 1-53 e
At BRD Group, the processes for identifying, assessing and managing
sustainability-related impacts, risks
and opportunities are integrated into the overall risk management and strategic
management processes.
These processes are primarily driven by the double materiality assessment and
BES, which enable BRD
to evaluate both financial and non-financial aspects of sustainability
risks and opportunities across its
value chain.
The Risk Management Function is responsible for overseeing these
processes independently from
operational and support structures, ensuring objective evaluation
and alignment with the Bank's strategic
goals. The Deputy CEO in charge of Risk (Chief Risk Officer) leads the centralized risk
management
function and reports findings, conclusions and recommendations
to the Management Body and relevant
committees, ensuring that sustainability-related risks and opportunities
are considered into decision-
making. Sustainability risks, such as climate change adaptation and mitigation,
regulatory compliance and
financial impacts of environmental policies, are assessed within BRD
Group’s overall risk framework,
allowing BRD Group to anticipate potential disruptions, financial strain
and reputational impacts while
aligning with regulatory requirements such as CSRD and the EU Taxonomy.
The integration process is further reinforced by a Level 2 control structure,
which ensures the efficiency
of the internal control system by assessing the adequacy of Level
1 control measures. This structure plays
an important role in evaluating whether sustainability risks and opportunities
are effectively monitored
and addressed within BRD Group’s activities and operations. It ensures that the first line of defence
has
adequately identified operational risks and anomalies, implemented corrective
actions and adapted
processes to address emerging sustainability challenges and market demands.
On the opportunity side, BRD Group incorporates sustainability-driven growth
prospects into its broader
management processes. Identified opportunities—such as financing
renewable energy projects,
supporting the transition of high-carbon sectors and expanding ESG-focused
financial products - are
assessed for their strategic and financial viability. These opportunities are actively integrated into BRD
Group’s business planning, investment strategies and client offerings.
Process to Identify Material Impacts, Risks and Opportunities related to Environmental Matters
Climate Change
E1-IRO 1-20 a
The identification of climate-related impacts was conducted in alignment
with the double materiality
process outlined in ESRS 2-IRO-1.53. This analysis encompassed the entire value
chain of BRD Group,
including upstream and downstream activities. Impacts related to Greenhouse
Gas (GHG) emissions were
deemed material across upstream, own operations and downstream value
chains due to their contribution
to global GHG emissions and the resultant negative effects on climate change. For
upstream and own
operations, the assessment focused on the primary direct and
indirect activities contributing to GHG
emissions. Detailed information on these emission sources can
be found in the disclosure E1-6.
The analysis also considered the climate-related impacts associated with BRD
Group's portfolio,
evaluating sectoral exposures and their potential contributions to climate
change. Given the unavailability
of specific data on financed emissions at the time of the assessment,
the analysis relied on the types of
economic activities financed by BRD Group to gauge their potential
climate impact.
In addition to identifying negative impacts, the analysis highlighted BRD
Group's positive climate
contributions. These include financing renewable energy projects, promoting the
adoption of clean energy
technologies and supporting the transition to green technologies through
tailored financial products. For
further details on the identified material impacts, please refer
to the disclosure ESRS 2-SBM-3.48.
The results of the analysis are expected to improve in future reporting
cycles, as data related to financed
emissions will become available and allow for more accurate assessments
based on concrete data.
E1-IRO 1-20 b
The identification of climate-related physical risks was conducted through
the BES at BRD Group level.
This process encompassed an analysis of climate-related hazards
over the short, medium and long-term,
capital allocation plans and the expected lifetime of its assets,
ensuring a forward-looking approach to risk
assessment.
The analysis examined the potential impact on BRD Group’s operations, as well as its
upstream and downstream value chain.
Key hazards identified include droughts, floods and increased temperatures,
with particular focus on
regions in Romania already experiencing these impacts, such as the eastern
and south-eastern regions.
These hazards were assessed for their potential to disrupt operations
in sectors such as Agriculture,
Energy, Real Estate and Automotive. High-emission climate scenarios were not used as part of this
analysis. However, the BES provided sufficient insights into potential risks by leveraging sectoral and
regional climate data as well as internal expert reviews.
The analysis revealed that BRD Group’s portfolio is moderately exposed to physical risks, particularly
through its mortgage portfolio and agricultural lending. For the
mortgage portfolio, physical risks such as
floods and landslides were identified. In agriculture, drought and extreme
weather conditions pose risks to
loan performance and land productivity. To mitigate these risks, BRD Group has excluded financing for
lands located in flood-prone areas and plans to develop drought
mapping to further refine its exposure
assessment. The sensitivity of these sectors to physical risks underscores
the need for resilient
infrastructure investments and financing for climate-adaptive practices,
such as irrigation systems or
drought-resistant crops.
E1-IRO 1-21 c
BRD Group identified key transition risks and opportunities through
the BES, focusing on sectors such as
Energy, Automotive, Real Estate and Agriculture. The assessment considered climate-related transition
events over the short, medium and long-term, evaluating their potential
impact on BRD Group’s
activities. The climate-related transition events were also analysed considering
their potential duration
and magnitude.
Transition risks include new policy and regulatory constraints (e.g., "Fit for 55" regulations, Integrated
National Energy and Climate Plan 2021-2030) and technological advancements requiring
companies to
decarbonize operations. While a 1.5°C scenario was not explicitly used
in the analysis, the identified risks
are consistent with this target, as they account for changes in demand for high-emission
goods, increased
production costs, and the potential for stranded assets in sectors
like fossil fuels and heavy industry. The
analysis highlighted opportunities such as financing renewable energy projects, green
technologies and
sustainable building materials to support clients’ decarbonization efforts.
Transition risks were found to have significant implications for BRD Group’s Corporate and Retail
portfolios. In the Corporate segment, policy-driven changes are
expected to affect sectors like
Construction and Energy, while technological advances create both risks and opportunities for clients
adapting to lower-emission production methods. As part of its assessment, BRD
Group evaluated the
extent to which its portfolio is exposed and sensitive to transition events
- considering the likelihood,
magnitude, and duration of such events. For high emitting or regulation-sensitive
sectors, transition
events were assessed as both likely and potentially long-lasting, with
a moderate to high financial
magnitude, particularly where substantial decarbonization investments
are required.
BRD Group supports these transitions by financing ESG/ green loans
and sustainability-linked loans. For
Retail clients, regulatory requirements such as Energy Performance Certificates
(EPC) for real estate
create risks for the mortgage portfolio but also offer opportunities through green mortgage
products like
“Habitat Verde”.
Across the value chain, transition risks may lead to increased CAPEX/OPEX
requirements, which could negatively impact clients’ credit profiles. BRD
Group mitigates these risks by
focusing on clients with sustainable business models and leveraging green financing
products to
encourage decarbonization.
As BRD Group has not realized a transition plan in line with Paris Agreement’s objectives, the analysis
related to identification of activities that are incompatible with or need
significant efforts to be compatible
with a transition to a climate-neutral economy was not performed yet. However, BRD is developing the
annual prudential transition plan and is actively monitoring the decarbonization
of its portfolios, in line
with SG Group strategic objectives.
Pollution
E2-IRO 1-11
Pollution was identified as a topic primarily relevant to the downstream
value chain, given that the most
significant impacts, risks and opportunities are associated with
BRD Group’s financed portfolio. In
contrast, BRD Group’s own operations and upstream value chain, which are primarily connected to its
role as a financial services provider and credit institution, were assessed to
make minimal or no
significant contribution to pollution of air, water and soil.
During the assessment, positive impacts to which BRD Group may
contribute by supporting projects
aimed at reducing air and water pollution were identified. Additionally, negative impacts related to the
financing of activities and projects that contribute to pollution of
air, pollution of water, pollution of soil
and pollution of living organisms and food resources were identified. The analysis
took into consideration
pollution-related risks impacting clients’ financial health and credit
risk. Opportunities were identified in
relation to the financing of technologies and projects that positively
contribute to the reduction of
pollution. Following the assessment, none of the impacts, risks
and opportunities resulted material. The
result was also influenced by the limited information available at the time
the analysis was performed.
Water and marine resources
E3-IRO 1-8
Water was identified as a sub-topic primarily relevant to the downstream value chain, given that the most
significant impacts, risks and opportunities are associated with
BRD Group’s financed portfolio. The
marine resources sub-topic was not considered relevant for BRD Group. Only
water consumption was
considered relevant for BRD Group’s own operations and upstream value chain. During the analysis,
negative impacts were identified mainly related to the financing of
water intensive companies, especially
in the manufacturing sector, and to the financing of other sectors that can have negative effects on the
quality of water through their water discharged. Key risks identified included increased
operational costs
due to water scarcity, regulatory pressures on water withdrawal and environmental risks such as leaks and
spills affecting water quality. Additionally,
opportunities were identified related to blue financing both
at
the level of the public and private sector. Following the assessment, none of the impacts, risks and
opportunities resulted material.
Biodiversity and ecosystems
E4-IRO 1-17
Biodiversity has been identified as a relevant topic within BRD Group's downstream
value chain,
primarily due to significant impacts, risks, and opportunities
associated with its financed portfolio. BRD
Group's direct operations are not located near biodiversity-sensitive areas.
The assessment identified
potential negative impacts in sectors such as real estate, agriculture,
infrastructure, energy, and
transportation. Using the DMA and BES analyses, BRD Group identified
and assessed biodiversity
related transition and physical risks related to habitat degradation, land-use
changes, and ecosystem
fragmentation, using sector-specific assessments and location-based criteria
aligned with the exposure,
sensitivity and dependency insights available in the BES.
Nature-related transition risks could increase operational or production
costs as businesses strive to
balance efficiency with environmental sustainability. Sectors like agriculture, real estate, and power
generation may face fluctuations in water availability and quality. Additionally, environmental factors
could affect clients' loans repayment behaviours. For instance, health impacts from pollution
or water
contamination could affect individuals' ability to work, while broader macroeconomic
consequences, such
as regional instability from environmental degradation, could raise
living costs. However, the likelihood
of these events occurring in Romania is considered low and not materially
significant.
Potential dependencies on biodiversity were also examined, particularly
in agriculture, where soil health
and ecosystem services are crucial for financial sustainability. Dependencies were identified through a
qualitative screening of financed sectors against key ecosystem services
and assessed based on the degree
of reliance of economic activities on these services and the likelihood
of their disruption. The analysis
primarily focused on the effects of financed sectors on biodiversity. The assessment concluded that none
of the identified impacts, risks, or opportunities were material, partly
due to limited data available at the
time. For the analysis were not considered systemic risks and no
consultation with communities on
sustainability assessment of shared biological resources and ecosystems was
conducted. This topic will be
reassessed in the next reporting cycle as more information becomes
available.
Circular Economy
E5-IRO 1-11
The identification of impacts, risks and opportunities related to resource
use and circular economy
followed the process outlined above (refer to ESRS 2-IRO-1.53a). Resource
inflows and waste were
considered relevant both for upstream and own operations, while
resource outflows were considered
relevant only for downstream value chain. At upstream and own operations
level, impacts were mainly
identified related to the consumption of paper and other resources that contribute
to the production of
waste. Considering the type of BRD Group activities, the identified
relevant impacts were considered not
material. At portfolio level, impacts were identified mainly connected
to specific sectors that use
significant amounts of resources generating waste. Also, some positive
impacts were identified related to
the capacity of BRD Group to finance circular economy initiatives. The
analysis took in consideration
also risks related to the financing of sectors of activities that can encounter
growing financial expenditure
related to the proper management of waste. Following the assessment, none
of the impacts, risks and
opportunities resulted material.
Business Conduct
G1-IRO 1-6
The identification of impacts, risks and opportunities in relation to business
conduct was conducted in
alignment with the double materiality process previously described. For
the scope of the analysis, were
considered the main activities performed by BRD Group. The impacts,
risks and opportunities in relation
to business conduct were analysed mainly for the activities related
to upstream and own operations. For
further details on the identified material impacts, risks and opportunities
please refer to the disclosure
ESRS 2-SBM-3.48.
The double materiality assessment will be re-evaluated in a regular annual process.
including the due
diligence process and engagement with stakeholders.
8.1.1.
Material Impacts, Risks and Opportunities
SBM-3 48 a, h
The following information gives an overview of BRD Group’s material impacts, risks and opportunities
that resulted from the DMA (see IRO-1), and how they interact with
the strategy and business model. In
Table
3
below, all material IROs are listed, based on the sustainability matter they relate to, the type of
IRO, the position in the value chain and the relevant time horizon.
Sustainability
topic
Sustainability
Sub-topic
Sustainability
sub-sub-topic
Type of IRO
IRO Description
Value chain
Time
horizon
E1-Climate change
E1-Climate change
adaptation
N /A
Risk
BRD faces a multifaceted array of risks across various
sectors due to climate change and the transition to a more
sustainable economy. Rapid or misaligned implementation
of ESG products could lead to strategic missteps if not
matched with market demand. Similarly, capital
requirements may escalate, particularly in sectors like
agriculture and forestry, which are highly susceptible to
climate-induced hazards and require robust adaptation
measures. The physical risks of climate change, such as
extreme weather events, pose significant threats to supply
chains and infrastructure, notably within the automotive and
construction industries, leading to potential disruptions and
financial strain. These acute and chronic risks can result
in
asset devaluation, stranded assets and reputational damage
if investments are perceived as contributing to or being
vulnerable to environmental risks. For BRD Group,
increased operational costs due to environmental regulation
compliance, fines, and the transition to electric vehicles
could negatively impact clients' creditworthiness and
repayment capacity. The agriculture sector also faces
heightened risks from crop losses due to environmental
factors, which could lead to financial instability for farmers
and affect lending activities. (Climate-related physical risk)
Downstream
(Portfolio)
All
E1-Climate change
E1-Climate change
adaptation
N/A
Opportunity
There is an opportunity to contribute in sustainability by
financing projects that increase climate resilience,
encourage environmentally friendly agricultural practices,
and facilitate the adoption of low-carbon technologies
across various sectors, including automotive, construction,
and manufacturing. This encompasses investments in
infrastructure for electric vehicles, sustainable construction
methods, and enhancements to supply chain efficiency. By
offering customized financial solutions for these initiatives,
BRD can contribute to the advancement of a more
sustainable economy.
Downstream
(Portfolio)
Medium- and
long-term
E1-Climate change
E1-Climate change
mitigation
N/A
Negative Impact/
actual
The impact may manifest through the contribution to
increased Scope 1, Scope 2, and Scope 3 carbon emissions
(excluding financed emissions) due to the use of non-
renewable energy sources in BRD Group locations, and
through the use of fossil fuel-powered vehicles within
the
security and cash transportation activities, which could
amplify the negative environmental impact.
Own operations
Medium- and
long-term
E1-Climate change
E1-Climate change
mitigation
N/A
Negative Impact/
actual
The impact may manifest through BRD’s financing of
activities in high-emitting sectors that significantly
contribute to greenhouse-gas emissions and climate change.
This includes agricultural and construction projects, as well
as energy production in sectors such as Extraction of natural
Downstream
(Portfolio)
All
Sustainability
topic
Sustainability
Sub-topic
Sustainability
sub-sub-topic
Type of IRO
IRO Description
Value chain
Time
horizon
gas, Electric power generation, transmission and
distribution, Manufacture of basic iron and steel, Oil and
gas and Thermal coal. Transportation activities financed by
BRD – particularly Freight transport by road and non-
specialized wholesale trade – further increase emissions,
especially where fossil-fuel vehicles are used. In addition,
BRD-financed real-estate developments (Real estate
activities on a fee or contract basis) and energy-intensive
healthcare and public-administration facilities add to the
overall carbon footprint. The cumulative emissions from
these financed activities intensify the greenhouse effect and
heighten the risk of climate-related natural disasters.
E1-Climate change
E1-Climate change
mitigation
N/A
Risk
In the face of stringent environmental commitments and
market evolution towards sustainability, BRD Group is
facing significant climate change risks across multiple
sectors. BRD Group is at risk of market share erosion
if it
fails to align its product offerings with escalating ESG
demands, while an overly rapid deployment of ESG
products could misalign with client demand, leading to
strategic missteps. Similarly, BRD Group may see a decline
in business due to the negative impacts of climate change
on the financial health of clients in sectors such as
agriculture, furniture manufacturing, and road freight,
where scepticisms about the commercial viability of battery
electric vehicles (BEVs) and increased operational costs
due to environmental regulations could hinder the transition
to sustainable practices.
Additionally, fiscal developments,
such as changes in VAT
and reduced incentives for green
technologies, further exacerbate these challenges. (Climate-
related transition risk)
Downstream
(Portfolio)
Medium- and
long-term
E1-Climate change
E1-Climate change
mitigation
N/A
Opportunity
BRD Group is well-positioned to materialize a wide range
of sustainability initiatives by offering tailored financing
solutions that support the transition to a greener economy.
Key opportunities include financing projects in agriculture
and construction that support climate resilience, supporting
the automotive sector’s shift to electric vehicles and
alternative fuels, and aiding the construction industry in
adopting energy-efficient technologies. Additionally, BRD
Group supports sustainable practices in agriculture,
furniture manufacturing, and road freight, while promoting
circular economy principles. It also provides specialized
financial products like ESG and green loans, invests in
renewable energy solutions, and supports consumer
adoption of green technologies through government subsidy
programs.
Downstream
(Portfolio)
Medium- and
long-term
Sustainability
topic
Sustainability
Sub-topic
Sustainability
sub-sub-topic
Type of IRO
IRO Description
Value chain
Time
horizon
E1-Climate change
E1-Energy
N/A
Negative Impact/
actual
The impact may manifest through the use of non-renewable
energy sources and the lack of effective measures to
optimize energy consumption in BRD Group's locations,
which can lead to an increased carbon footprint and
inefficient resource use, also contributing to climate change.
Own operations
Medium- and
long-term
E1-Climate change
E1-Energy
N/A
Positive Impact/
potential
BRD Group’s financing of renewable energy projects
supports the generation of clean energy which is important
for transitioning to net-zero. This shift helps mitigate
climate change while promoting sustainable growth within
the earth's natural boundaries.
Downstream
(Portfolio)
Long-term
E1-Climate change
E1-Energy
N/A
Negative Impact/
actual
By financing energy-intensive companies that rely on fossil
fuels can lead to a high level of GHG emissions, which
in
turn aggravates climate change and its effects.
Downstream
(Portfolio)
Long-term
E1-Climate change
E1-Energy
N/A
Risk
BRD Group is navigating risks associated with the growing
demand for energy-efficient housing and the transition to
green power production. As energy efficiency becomes a
priority, construction costs for such houses may rise,
potentially impacting housing affordability and the demand
for mortgage loans. BRD Group also faces the operational
challenge of collecting Energy Performance Certificates
(EPCs) for both new and existing mortgage loans, a process
that could incur significant costs and affect compliance
status if the cost-benefit analysis does not support
widespread EPC acquisition. (Climate-related transition
risk).
Downstream
(Portfolio)
Medium- and
long-term
E1-Climate change
E1-Energy
N/A
Opportunity
BRD Group plans to catalyse the sustainable transformation
across various sectors, providing financial services that
promote the growth of the green economy. BRD Group can
support the automotive industry's shift towards electric
vehicles, contributing to a comprehensive decarbonization
strategy. In clean energy, there is potential to finance new
low-carbon power generation projects, capitalizing on
regulatory stability and long-term financial agreements.
Downstream
(Portfolio)
Medium- and
long-term
S1-Own workforce
S1-working
conditions
S1-Secure
Employment
Negative Impact/
actual
In an increasingly challenging macroeconomic and
geopolitical landscape, defined by heightened tension,
uncertainty, global fragmentation, tax volatility, industry
consolidation, and accelerating digital transformation, the
Bank must continually adapt its organisational structure and
operating model to safeguard resilience and future growth,
leading to temporary job insecurity.
Own operations
Short- and
medium-term
S1-Own workforce
S1-working
conditions
S1-Secure
Employment
Risk
A deterioration in employees’ perception of secure
employment within the organisation and banking sector
creates a material risk of increased turnover, reduced
workforce stability, and potential disruption to BRD’s
operational continuity and performance.
Own operations
Short- and
medium-term
Sustainability
topic
Sustainability
Sub-topic
Sustainability
sub-sub-topic
Type of IRO
IRO Description
Value chain
Time
horizon
S1-Own workforce
S1-working
conditions
S1-Freedom of
association, the
existence of works
councils and the
information,
consultation and
participation rights of
workers
Positive Impact/
actual
The impact may manifest through respecting employees'
rights to organize and actively participate in decisions that
concern them, through works councils and similar
structures.
Own operations
All
S1-Own workforce
S1-working
conditions
S1-Collective
bargaining, including
rate of workers
covered by collective
agreements
Positive Impact/
actual
The impact may manifest through effective collective
bargaining that ensures fair rights and working conditions
for all employees, contributing to their retention.
Own operations
All
S1-Own workforce
S1-working
conditions
S1-Health and safety
Negative Impact/
potential
The impact may arise when wider contextual pressures
(such as macroeconomic uncertainty and increased
geopolitical tensions, sector consolidation, and accelerated
digitalisation) drive changes in organisational structures and
policies that heighten perceived stress and psychosocial
strain, with mental health considerations becoming more
prominent even as physical safety concerns remain limited
in the financial sector.
Own operations
Short and
medium-term
S1-Own workforce
S1-
Equal treatment
and opportunities for
all
S1-Gender equality
and equal pay for
work of equal value
Negative Impact/
actual
The impact may manifest through pay gaps and unequal
opportunities between employees based on gender, leading
to discrimination and dissatisfaction among staff.
Own operations
Short- and
long-term
S1-Own workforce
S1-
Equal treatment
and opportunities for
all
S1-Training and
skills development
Risk
Inadequate training and education processes can leave
employees without the essential skills and knowledge
needed to perform their roles effectively, leading to reduced
productivity and stifled innovation, ultimately affecting
BRD Group’s financial performance.
Own Operations
Short- and
medium-term
S4- Consumers and
end- users
S4-
Information-
related impacts for
consumers and/or
end-users
S4-Privacy
Risk
BRD Group faces significant risks associated with the
management of customer data security amidst evolving
external cybersecurity threats. The responsibility to
safeguard customers' personal information, including
sensitive financial details, is paramount. As banking
operations increasingly rely on mobile platforms and cloud
storage, the potential for security breaches that could
compromise personal information, credit, and debit card
data, and expose customers to financial fraud and data
theft,
escalates. These risks not only threaten the financial
integrity of customers but also pose substantial legal and
reputational risks to the Bank, emphasizing the critical
need
for robust cybersecurity measures and vigilant data security
management.
Own operations
Short-term
Sustainability
topic
Sustainability
Sub-topic
Sustainability
sub-sub-topic
Type of IRO
IRO Description
Value chain
Time
horizon
S4- Consumers and
end- users
S4-
Information-
related impacts for
consumers and/or
end-users
S4-Access to
(quality) information
Risk
In the financial sector, access to clear and quality
information is crucial for maintaining customer trust and
brand reputation. Ambiguities in policy terms, product
details, and sales practices can lead to brand damage, legal
disputes, and a reduction in the range of services and
products offered by entities like BRD. Customers who are
dissatisfied due to misleading or unclear information may
reduce their engagement with the Bank's products, leading
to adverse financial consequences. Conversely, entities that
ensure transparency in their policy terms and provide
products that are well-suited to their customers can
safeguard their brand reputation, minimize regulatory
scrutiny, and protect shareholder value. Additionally,
improper communication of Compliance & Ethics (C&E)
data and reports can result in diminished investor interest,
which could negatively affect the funding and growth
prospects of BRD Group.
Own Operations
Short-term
S4- Consumers and
end- users
S4- Information-
related impacts for
consumers and/or
end-users
S4-Security of a
person
Risk
BRD faces significant risks related to digital security, which
could compromise client safety during online operations.
Such breaches may result in financial losses, regulatory
fines, and substantial reputational damage.
Own operations
Short-term
S4- Consumers and
end- users
S4- Social inclusion
of consumers and/or
end users
S4-Access to
products and services
Positive Impact/
actual
The impact may manifest through initiatives that improve
access to essential services such as healthcare and housing,
while also expanding financial inclusion through programs
like IFC Gender Finance, MEDAT, EUROBRD, the EIF
Sustainability Guarantee and the Eco-Tech Program, which
support women, SMEs and projects focused on accessibility
and inclusion. In addition, BRD enhances access to its own
banking services for vulnerable groups by improving
physical and digital accessibility - such as digital activation
options for seniors, recyclable cards and expanded payment
solutions for small merchants - making its products and
services more inclusive and user-friendly.
Own operations
Short- and
long-term
S4- Consumers and
end- users
S4- Sustainable
Finance
(Entity Specific)
N/A
Positive Impact/
potential
The impact may manifest through the implementation
of
sustainable finance practices that support renewable energy
projects, reducing greenhouse gas emissions, protecting the
environment, creating green jobs, and improving
livelihoods in local communities.
Downstream
(Portfolio)
Medium-and
long-term
S4- Consumers and
end- users
S4-Sustainable
Finance
(Entity Specific)
N/A
Opportunity
Several key opportunities, including issuing green bonds to
fund renewable energy projects, expanding sustainable
lending to sectors like eco-friendly real estate and
agriculture, and developing ESG investment products to
meet growing demand.
Downstream
(Portfolio)
Medium-
term
Sustainability
topic
Sustainability
Sub-topic
Sustainability
sub-sub-topic
Type of IRO
IRO Description
Value chain
Time
horizon
G1-Business Conduct
G1-Corporate culture
N/A
Positive Impact/
actual
The impact may manifest through the promotion of an
ethical and responsible corporate culture that encourages
integrity, transparency, and respect in all operations and
interactions, contributing to a positive working
environment, considering the fact the Bank is a Public
Interest Entity and listed on the Bucharest Stock Exchange.
Upstream & Own
operations
Short and
long term
G1-Business Conduct
G1-Protection of
whistle-blowers
N/A
Negative Impact/
potential
The impact may manifest through the lack of effective
whistle-blower protection mechanisms, discouraging the
reporting of unethical behaviour due to fear of retaliation.
Own operations
Short and
medium term
G1-Business Conduct
G1- Corruption and
bribery
G1-Prevention and
detection including
training
Negative Impact/
potential
The impact may manifest through the lack of adequate
mechanisms for corruption prevention and detection, as
well as insufficient employee training, which may increase
the risk of corrupt practices.
Own operations
Short and
long term
SBM-3-48 g
Compared with the previous reporting period, BRD Group’s assessment of material impacts, risks and
opportunities has evolved in response to changes into the macro-economic
context, in its operating
environment, regulatory expectations and internal strategic developments. In
the table 4 below are
presented the main changes identified in 2025 following the review of
the DMA.
Sustainability topic
Sustainability Sub-topic
Sustainability sub-sub-
topic
Main changes in DMA vs 2024
S1-Own workforce
S1-working conditions
S1-Secure Employment
Assessed as material in 2025 from both
impact and financial-materiality perspective,
reflecting the challenging macroeconomic
and geopolitical landscape – marked by
tension, uncertainty, global fragmentation,
tax volatility, industry consolidation, and
rapid digital transformation. The Bank must
continuously adapt its structure and operating
model to remain resilient and support future
growth, which may temporarily create job
insecurity.
S1-Own workforce
S1-working conditions
S1-Adequate wages
Assessed as not material in 2025 following
the reassessment of positive impacts. For
additional details see IRO-1.
S1-Own workforce
S1-working conditions
S1-Health and safety
Assessed as material in 2025 from negative-
impact perspective, reflecting broader
contextual pressures - macroeconomic
uncertainty, increased geopolitical tensions,
sector consolidation, and accelerated
digitalisation – which drive organizational
changes that increase perceived stress and
psychosocial strain. While physical safety
risks remain low in the financial sector,
mental health considerations are becoming
increasingly prominent.
S1-Own workforce
S1-
Equal treatment and
opportunities for all
S1-Training and skills
development
Assessed as not material in 2025 from a
positive-impact perspective following the
reassessment of positive impacts (for
additional details see IRO-1). The topic
remains material from a financial
perspective.
G1-Business Conduct
G1-Protection of whistle-blowers
N/A
Assessed as material in 2025 from negative-
impact perspective, following the
reassessment of positive impacts. For
additional details see IRO-1.
G1-Business Conduct
G1- Corruption and bribery
G1-Prevention and detection
including training
Assessed as material in 2025 from negative-
impact perspective, following the
reassessment of positive impacts. For
additional details see IRO-1.
Current and anticipated effects of the material impacts, risks and opportunities on
business model,
value chain, strategy and decision-making
SBM 3-48 b
BRD Group’s materiality assessment shows that environmental, social and governance impacts, risks and
opportunities increasingly shape BRD Group’s business model, value chain and strategic direction. These
material issues already influence the way BRD Group manages its lending
portfolio, designs new
products, oversees its internal operations and engages with clients,
employees, suppliers and regulators.
Their relevance is expected to grow further as regulatory requirements
evolve, and economic sectors
accelerate their transition towards more sustainable practices.
The most significant current and anticipated effects relate to BRD’s downstream financing activities,
where exposure to high-emission or climate-sensitive sectors
influences portfolio quality, credit risk
dynamics and long-term value creation. Climate change mitigation
and adaptation issues - particularly
transition risks in carbon-intensive industries and physical risks affecting agriculture,
construction and
transport - are already shaping credit underwriting criteria and future capital
allocation decisions. These
effects are expected to intensify as environmental regulations tighten and
market expectations shift.
Within BRD Group’s own operations, material issues such as energy use, operational emissions, digital
security, workforce wellbeing, and the growing need for new skills affect efficiency, cost management,
resilience and service quality, while also influencing long-term workforce planning as banking activities
become increasingly digitalised.
These material issues have a direct influence on BRD Group’s strategy and decision-making. Climate-
related considerations are progressively integrated into credit risk
methodologies, portfolio steering
frameworks and the development of new financial solutions, particularly
those supporting the transition to
renewable energy, low-carbon technologies and energy-efficient buildings. Social considerations
influence human resources strategy, including policies on secure employment, training, health and safety
and employee engagement, all of which play a growing role in sustaining
productivity and talent
retention. Customer-related risks linked to data protection, cybersecurity
and access to clear and accurate
information drive decisions concerning IT investments, operational
controls and communication
practices. Governance topics reinforce the importance of ethical conduct,
transparency and internal
control mechanisms, shaping decisions at Board and executive levels.
In response to these impacts and risks, BRD Group is progressively adapting
its activities, processes and
portfolio. The Bank is updating its sectoral lending policies, integrating environmental
and climate
criteria into credit decision-making and strengthening capabilities for assessing
financed emissions and
climate risks. It is also expanding its sustainable finance offer to support client transitions
and meet the
growing demand for green and ESG-linked financing. Within its own operations, BRD Group is
improving energy efficiency in buildings, modernising its vehicle fleet, investing in digitalisation
and
strengthening data security systems. At the same time, it is enhancing training
programmes, developing
new skills, reinforcing its diversity and inclusion agenda to ensure that employees
remain supported
during organisational and technological changes. Governance practices are also being
strengthened
through improved anti-corruption controls, enhanced ethical training
and more robust whistle-blower
protection mechanisms.
Material Impacts on People and the Environment and their Connection to BRD
Group’s Strategy
and Business Model
SBM 3-48 c
BRD Group’s material environmental impacts arise primarily from its downstream financing activities,
which have the greatest potential to generate negative environmental effects when
directed toward sectors
with high greenhouse gas emissions or resource-intensive operations,
such as agriculture, construction,
manufacturing, and energy production. Financing activities that perpetuate reliance
on fossil fuels or
unsustainable land-use practices can contribute to increased carbon emissions
and climate change, with
cascading societal consequences including reduced agricultural productivity, heightened exposure to
climate-related disasters, and increased public health risks. Although relatively
limited in scale, BRD
Group’s own operations also generate environmental impacts through non-renewable electricity use, fuel
consumption from its vehicle fleet, and resource use in buildings, which collectively
contribute to its
carbon footprint and, if unmanaged, may hinder progress toward national
and international climate
objectives.
Material negative social impacts are mainly linked to BRD
Group’s own operations. In a challenging
macroeconomic and geopolitical context, combined with ongoing digital
transformation, the Bank must
continually adapt its organisational structure and operating model to support resilience and
long
‑
term
competitiveness. These changes may, at times, result in temporary job uncertainty or role adjustments for
employees.
Organisational change and accelerated digitalisation, together with broader external
pressures, may also
increase perceived work intensity and psychosocial strain. While physical
safety risks remain limited in
the financial sector, employee well
‑
being and mental health considerations require continued attention,
particularly during periods of transformation.
Social impacts may further arise in relation to equal opportunities and
fair remuneration. Pay gaps or
unequal career progression between employees, including on a gender basis,
may affect perceptions of
fairness and employee satisfaction, with implications
for engagement and retention.
In addition, the effectiveness of governance and ethical frameworks within own
operations remains
material. If whistle
‑
blower protection, anti
‑
corruption controls, or related training are not sufficiently
robust, this may reduce the willingness to report concerns and increase exposure
to misconduct risks.
Maintaining strong internal controls and a culture of integrity is therefore
important for safeguarding
employees, trust, and responsible business conduct.
Conversely, BRD Group generates positive impacts through its strategy and business model, which
increasingly embed sustainability principles into lending and investment
practices. By channelling capital
toward renewable energy, energy-efficient housing, clean transport, and sustainable agriculture, BRD
Group enables emissions reductions, resource efficiency, and climate resilience, accelerating the
transition to a low-carbon economy. These investments also stimulate job creation, technological
innovation, and economic diversification, strengthening community resilience
and fostering inclusive
growth. Through responsible lending and consumer protection policies,
BRD Group supports financial
stability, reduces over-indebtedness risks, and enhances social cohesion.
These impacts are directly connected to BRD Group’s strategy and business model. As a financial
institution whose core activities revolve around lending, investment,
and leasing, the Group’s strategic
choices influence the pace of decarbonization and social progress across multiple
sectors. Financing
decisions can either reinforce environmental pressures or mitigate them by
supporting green innovation
and sustainable infrastructure. Similarly, internal initiatives aimed at operational efficiency and
digitalization shape workforce dynamics, creating both opportunities
and challenges.
Current Financial Effects of Material Risks and Opportunities
For 2025 reporting cycles only a qualitative analysis was performed.
The current financial effects of material sustainability-related risks and opportunities on
BRD Group’s
financial position, performance, and cash flows are significant, reflecting
the evolving regulatory
landscape and transition dynamics. Compliance with EU regulations,
including the CSRD and EU
Taxonomy,
has led to increased operational costs associated with
data collection, reporting infrastructure,
and governance enhancements. From a financial performance perspective,
while regulatory compliance
and transition measures entail additional costs, opportunities
in sustainable finance - such as financing
renewable energy projects, energy-efficient housing, and climate-resilient infrastructure - are contributing
to revenue diversification and strengthening BRD Group’s market positioning.
Cash flows have been impacted by upfront investments in sustainable
finance initiatives, operational
energy-efficiency measures, and enhanced risk management capabilities. The ongoing BRD
Group
initiatives for decarbonization of its portfolios may result in adjustments
to credit policies, particularly for
sectors highly exposed to climate transition risks. Revaluation of
loan portfolios in fossil fuel-dependent
and energy-intensive industries might lead to potential impairments and revised credit
risk assessments.
Furthermore, the strategic shift toward sustainable finance products
and the gradual phase-out of high-
carbon clients may influence expected cash inflows and require reallocation of
financial resources to
ensure alignment with long-term sustainability objectives.
14
Anticipated Financial Effects of Material Risks and Opportunities
BRD Group anticipates significant financial effects from material sustainability-related
risks and
opportunities over the short, medium, and long term, reflecting
its strategic commitment to climate
adaptation, energy transition, and social responsibility. In the short term, operational costs are expected to
rise due to compliance with environmental regulations and ESG reporting
requirements, alongside capital
expenditures for energy-efficient infrastructure and cybersecurity enhancements. Medium-term effects are
projected to include portfolio diversification and revenue growth as investments
in renewable energy,
electric vehicle infrastructure, and sustainable construction begin to generate
returns through green loans
and sustainability-linked financial products, although credit risks in climate-sensitive
sectors such as
agriculture and real estate may lead to fluctuations in cash flows and provisioning
needs. In the long term,
BRD Group expects improved financial performance driven by
regulatory stability, reduced risk
exposure, and strengthened client relationships in green business models,
supported by capital
investments in digitalization and sustainable finance solutions that enhance
operational efficiency and
market reach. Additionally, the initiatives designed to accelerate digital transformation, may generate
short-term financial pressures linked to workforce adjustments,
increased turnover risk, and potential loss
of talent, which could lead to higher recruitment and training costs. To implement its strategy, BRD
Group plans to allocate capital toward expanding its sustainable
finance portfolio, upgrading physical
infrastructure to meet energy efficiency targets, and accelerating digital transformation to improve
transparency and accessibility of financial services. Funding for these
initiatives is expected to come from
stable retail deposits, reinvestment of retained earnings, strategic
partnerships with development banks
and international financial institutions, and access to government programs
and incentives related to
climate action and energy efficiency.
Resilience of the Strategy
BRD Group, in collaboration with SG, monitors the resilience of its strategy and
business model to
environmental material impacts and risks and how to capitalize on environmental
material opportunities
.
Central to the monitoring process is undertaking a "Business Environment
Scan" (BES), which has been
conducted on an annual basis since 2024.
The annual BES is undertaken to enable Management to obtain a comprehensive
understanding of the
material Climate and Environmental (C&E) risks that may impact the
organization over a range of time
horizons from the short- to long-term, as defined under ESRS 1. The BES
process helps BRD Group
identify:
-
Threats to the business model that arise from Climate Change and Environmental
risks.
-
Business opportunities from the economic transformation, client transitions,
and adaptive measures to
mitigate climate - related physical risks.
BRD Group undertakes the BES to obtain a high-level understanding of
vulnerabilities, potential threats,
and opportunities that may impact its business over the short- to
long-term time horizons. Using these
insights, BRD Group then undertakes further analysis as needed, such
as with the risk materiality
assessment in order to obtain more granular data and in-depth understanding
of its material impacts risks
and opportunities.
As part of BES, BRD Group analyses a wide range of sources of evidence
including global geo-political
and macro-trends, existent and upcoming regulatory requirements. BRD
Group also considers the impacts
to its business from physical events, driven by climate and other environmental
change. By monitoring
and assessing a range of evidence in these areas, BRD Group can take
informed decisions and strategic
action to support it moving towards becoming a net-zero organization.
14
The Business Environment Scan does not include the
analysis of social and governance areas.
The outcomes of BES provide BRD Group with detailed information
that help it decide where further
analysis is required or should be prioritized. For example:
-
Identified threats (if deemed relevant) are further evaluated in the
risk materiality assessment.
-
Identified opportunities (if deemed relevant) are considered in business
strategy and business
planning.
These outcomes feed BRD Group’s strategy and its decarbonization process. The BES is conducted
across all BRD Group’s operations which help provide insights across geographies, sectors and products
that the Group should prioritize for action. For example, following
its most recent BES in 2025, BRD
Group created an action plan implemented by end of year, which included the creation of a new
Sustainability Linked Loan for SME clients, aiming to promote the best
practices in terms of
sustainability and link clients’ performance in this field with a price
adjustment mechanism. The product
was launched in Q3 2025. In addition, BRD closely followed up on the
completion of the annual business
plan with main objectives, targeted sectors, clients and products. As of September 2025, this
plan was
overachieved.
8.2.
E
NVIRONMENTAL INFORMATION
C
LIMATE
C
HANGE
This chapter includes details on the identified impacts, risks and opportunities
(IROs) related to climate
change, as well as the corresponding policies, actions and targets. Furthermore, BRD
Group’s overview
on the policies, measures and targets is also presented.
Strategy
Transition Plan
E1-1.17
BRD Group acknowledges the importance of adopting a structured approach
to aligning its activities with
climate goals and contributing to the sustainability transition. In this context,
BRD is developing the
annual prudential transition plan and actively monitoring the decarbonization
of its portfolios, in line with
SG Group strategic objectives.
BRD Group is closely aligning its sustainability initiatives with the overarching
strategy of SG, which has
established sustainability goals and targets aligned with the goals of the Paris Agreement.
BRD Group is
working to ensure compliance with SG’s commitments, including the Net Zero Banking Alliance
(NZBA) targets and the implementation of sector-specific decarbonization pathways.
In parallel, the evolving regulatory landscape, particularly under CSRD,
requires BRD Group to carefully
assess its reporting obligations and integrate sustainability considerations
across all business areas. BRD
Group is not excluded from the Paris Agreement Benchmarks.
BRD Group is actively engaged in sustainability initiatives that contribute
to the transition process. These
include:
-
Supporting corporate clients in their sustainability transition through
financing solutions such as
Sustainable finance, focusing on renewable energy and energy efficiency projects and
Sustainability-Linked Loans (SLLs).
-
Expanding green financing for retail clients by offering green loans under InvestEU
sustainability
support schemes and collaborating with energy efficiency solution providers.
-
Increasing the share of green financing in BRD Sogelease to support industries
such as transport
decarbonization, circular economy transitions and for improving
energy efficiency in agriculture
and other industrial activities. Partnering with institutions such as IFC, EIB
(through EIF), and
EU funds programs to implement sustainability-linked projects.
-
New partnership with Bank of Investment and Development (BID):
Working Convention for a
Portfolio Guarantee for SMEs to implement sustainable loans (may
be Taxonomy-aligned subject
to DNSH assessments, based on the methodology provided by BID).
-
SME Eco-Tech Program - BRD is the partner bank in the program, aimed at strengthening SMEs
by improving access to financing through loans with grants.
BRD Group conducts internal assessments and stakeholder engagements
to evaluate the readiness of its
portfolios for transition. BRD continued to assess the carbon intensity
of its financed sectors and to refine
strategies for alignment with NZBA commitments. Collaboration with SG on sectors
specific origination
guidelines remains an ongoing process, with guidelines regularly consulted
and updated as regulatory
expectations and sectoral risk profiles evolve. In parallel, ESG data
management capabilities and digital
reporting tools were enhanced in 2025 (for example the ESG Memo tool, helping
our employees to
perform automatically the mandatory ESG controls during clients' Onboarding
process, providing at the
same time an integrated and traceable flow), with further improvements planned
throughout 2026.
Physical risk heatmaps for both Corporate and Retail segments are updated
annually. While the H1 2025
assessment has already been completed, the results for the full year
will be available in September 2026.
Further, annual updates are to be performed, as part of BRD’s standard risk management practices/ cycle.
In addition, BRD initiated work in 2025 on its
prudential transition plan, which will further structure
BRD Group’s internal approach to transition risk management, portfolio alignment, and governance
processes over the coming years. This work will continue in 2026,
as regulatory expectations and
supervisory guidance evolve.
The focus in the next period will be on:
-
Continuing engagement with SG to ensure alignment with its transition
strategy.
-
Strengthening partnerships with clients and stakeholders to support
their transition journeys and
gradually increasing the share of sustainable finance in the overall
portfolio.
Climate-related Risks
E1-SBM-3.18
BRD Group has identified different material climate-related risks that encompass
both physical risks and
transition risks, reflecting the multifaceted challenges posed by climate
change.
For climate change adaptation, the risks are primarily climate-related physical
risks, as detailed in the
previous Chapter General Disclosures, Section Double Materiality Assessment
Process.
For climate change mitigation, the risks are primarily climate-related
transition risks. These arise from the
challenges of aligning with stricter environmental commitments,
market evolution towards sustainability
and regulatory developments, as detailed in the previous Chapter General Disclosures,
Section Double
Materiality Assessment Process.
BRD Group’s Strategy Resilience to Climate Change
E1-SBM-3.19a.; AR 6, E1-SBM-3.19b, E1-SBM-3.19c
BRD Group recognizes the importance of assessing the resilience of
its strategy and business model in
relation to climate change. While BRD Group does not currently perform
a formal climate scenario
analysis or stress test to evaluate the impact of climate change on its
strategy, it conducts multiple
recurring assessments to identify material climate-related risks
and their potential effects.
The DMA, reviewed on an annual basis, provides insights into both
physical and transition risks.
Additionally, the BES exercise, performed annually, examines climate-related impacts on BRD’s key
business segments, including Corporate, Retail, Sovereign Bonds, as well
as subsidiaries, BRD Asset
Management and BRD Sogelease. BRD Group also conducts an
annual portfolio assessment of small
enterprises with a turnover below 7.5 million EUR to evaluate their
exposure to climate-related risks.
Furthermore, the Industry Climate Vulnerability Indicators (ICVI) and Corporate Climate Vulnerability
Indicators (CCVI) offer insights into transition risks by assessing sectoral vulnerabilities
and corporate
adaptation strategies.
In terms of how the resilience analysis is carried out, BRD Group applies
assumptions that reflect how the
transition toward a lower carbon and more climate resilient economy
may influence the external
macroeconomic environment. These assumptions, used across BES,
consider expected regulatory
tightening linked to EU climate policies; progressive shifts in Romania’s and the EU’s energy mix toward
higher shares of renewables; gradual decreases in energy intensive technologies; and
increasing
deployment of adaptation and efficiency related technologies across key sectors
(e.g., agriculture, real
estate, transport, manufacturing). These assumptions guide the interpretation
of sectoral vulnerabilities,
potential impacts on client repayment capacity, and likely changes in operating costs for high emission or
climate exposed industries.
Regarding uncertainty, the resilience assessment reflects the inherent limitations of available sector-level
and geospatial climate data, evolving regulatory expectations, and changes
in business models across
client segments. These uncertainties are considered when determining how climate-exposed
assets and
activities are incorporated into strategic decisions, including credit
origination, portfolio steering,
investment prioritization and current and planned mitigation actions. The
introduction of ICVI/CCVI
indicators and annual heatmaps reduces part of this uncertainty by providing
a more structured view of
exposure, sensitivity and concentration risk across sectors.
In December 2025, CCVI for physical risk was deployed, with questionnaire
scores provided for several
climate hazards (both acute and chronic risks covered, such as floods,
heat stress, sea level rise, water
stress, wildfires, etc.). The perimeter for application will be the same as
the CCVI for transition risk.
Thus, BRD will complement its portfolio resilience assessment to climate
risks, facilitating lending
decisions and further support clients in the transition to a sustainable
economy and/or adaptation to
climate hazards. BRD will complement the resilience assessment
to climate risks using a portfolio-type
approach starting 2026 (applicable to all SMEs with turnover of up
to 50 million EUR) - to assess and
monitor concentration risk at sector level based on sectoral heatmaps.
A geographic heatmap will be
produced to complement the level of physical risk identified in the sectoral
Heatmap. The geographical
Heatmap will position BRD’s exposures across geographic areas, specifying the 'risk level' (High /
Medium / Low) with respect to the most significant climate hazards.
Depending on the risks identified, a
detailed climate transition analysis and/or a detailed physical climate risk analysis
will be carried out.
From a strategic perspective, BRD Group maintains the capacity
to adjust or adapt its strategy and
business model over the short and medium term. This includes the ability
to adapt product portfolios
toward sustainable finance solutions (e.g., green loans, SLLs) and integrate
new origination guidelines for
high emission sectors. Enhancements in ESG data systems and digital
tools (i.e. ESG Memo tool for
clients' onboarding process) also allow BRD to maintain ongoing access
to financing by strengthening
transparency and enabling alignment with EU regulatory expectations.
Workforce capabilities continue to
evolve through internal training and capacity building initiatives,
supporting long term adaptability and
strengthening BRD’s ability to respond to changing client needs and regulatory requirements.
These assessments to identify material climate-related risks and their
potential effects highlight key
physical risks, such as disruptions caused by extreme weather events
in industries like agriculture and
construction, and transition risks, including regulatory changes, increased
operational costs, and shifting
market demands for sustainable products. For further information please
refer to previous Chapter
General Disclosures, Section Material Impacts, Risks and Opportunities.
Impacts, risks and opportunities management
Type of IRO
Material IRO
Policies
Actions
Metrics
Targets
Risk related to
climate change
adaptation
Physical Risks
BRD faces a multifaceted array of risks
across various sectors due to climate
change and the transition to a more
sustainable economy. Rapid or
misaligned implementation of ESG
products could lead to strategic
missteps if not matched with market
demand. Similarly, capital
requirements may escalate,
particularly in sectors like agriculture
and forestry, which are highly
susceptible to climate-induced hazards
and require robust adaptation
measures. The physical risks of
climate change, such as extreme
weather events, pose significant
threats to supply chains and
infrastructure, notably within the
automotive and construction industries,
leading to potential disruptions and
financial strain. These acute and
chronic risks can result in asset
devaluation and reputational damage if
investments are perceived as
contributing to or being vulnerable to
environmental risks. For BRD,
increased operational costs due to
environmental regulation compliance,
fines, and the transition to electric
vehicles could negatively impact
clients' creditworthiness and
repayment capacity. The agriculture
sector also faces heightened risks from
crop losses due to environmental
factors, which could lead to financial
instability for farmers and affect
lending activities.
-
SG Environmental
and Social (E&S)
General Principles
SG E&S Sectoral
Policies
SG’s Transversal
Statement on Climate
Société Générale
Positive Impact
Financing Framework
(for details refers to
chapter Consumers
and End Users)
-
Business plan for
sustainable and positive
impact financing (for
details refers to chapter
Consumers and End
Users)
-
Corporate Climate
Vulnerability Indicator
(CCVI)
-
BRD Asset
Management funds Art.
8 SFDR compliant
-
Gross Scopes 1, 2, 3
and Total GHG
emissions
-
No target
established
Opportunity related
to climate change
adaptation
There is an opportunity to lead in
sustainability by financing projects that
bolster climate resilience, encourage
environmentally friendly agricultural
practices, and facilitate the adoption of
low-carbon technologies across
various sectors, including automotive,
construction, and manufacturing. This
encompasses investments in
infrastructure for electric vehicles,
sustainable construction methods, and
-
-
SG
Environmental
and Social (E&S)
General
Principles
-
SG E&S Sectoral
Policies
-
SG’s Transversal
Statement on
Climate
-
Business plan for
sustainable and positive
impact financing (for
details refers to chapter
Consumers and End
Users)
-
BRD Asset
Management funds Art.
8 SFDR compliant
-
Gross Scopes 1, 2, 3
and Total GHG
emissions
-
Achieve
EUR 2.4
billion in
sustainable
finance
production
by 2027 (for
details refer
to chapter
Consumers
Type of IRO
Material IRO
Policies
Actions
Metrics
Targets
enhancements to supply chain
efficiency. By offering customized
financial solutions for these initiatives,
BRD can reinforce its market
leadership and contribute to the
advancement of a more sustainable
economy.
-
Société Générale
Positive Impact
Financing
Framework (for
details refers to
chapter
Consumers and
End Users)
and End
Users)
Impact related to
climate change
mitigation
The impact may manifest through the
contribution to increased Scope 1,
Scope 2, and Scope 3 carbon
emissions (excluding financed
emissions) due to the use of non-
renewable energy sources in BRD
Group locations and fleet, and through
the use of fossil fuel-powered vehicles
within the Private security activities
sector, which could amplify the
negative environmental impact.
-
-
SG
Environmental
and Social (E&S)
General
Principles
-
SG’s Transversal
Statement on
Climate (for
details refers to
chapter
Consumers and
End Users)
-
Purchase 100% green
energy
-
Electric Mobility – B&T
Project
-
BRD car fleet greening
program
-
On-grid photovoltaic
systems on BRD
buildings
-
Replacement of
equipment older than 10
years
-
Green IT Program
-
Gross Scopes 1, 2, 3
and Total GHG
emissions
-
Achieve a
55%
reduction in
the carbon
footprint of
BRD Group’s
own
operations
by 2027
Impact related to
climate change
mitigation
The impact may manifest through a
wide range of sectoral activities that
significantly contribute to greenhouse
gas emissions and climate change.
This includes the financing of
agricultural practices, construction
projects, and energy production that
lead to increased GHG emissions,
such as those in the Extraction of
natural gas, Electric power generation,
transmission and distribution,
Manufacture of basic iron and steel
sectors, Oil and gas and Thermal coal.
Transportation activities, particularly in
the Freight transport by road and non-
specialized wholesale trade sectors,
exacerbate emissions, especially when
relying on fossil fuel-powered vehicles.
Additionally, real estate developments
under the Real estate activities on a
fee or contract basis sector, as well as
healthcare and public administration
facilities, contribute to the carbon
footprint through energy-consuming
processes. These cumulative
emissions from various industries and
infrastructure developments not only
intensify the greenhouse effect but
-
-
SG
Environmental
and Social (E&S)
General
Principles
-
SG E&S Sectoral
Policies
-
SG’s Transversal
Statement on
Climate
-
Société Générale
Positive Impact
Financing
Framework (for
details refers to
chapter
Consumers and
End Users)
-
Business plan for
sustainable and positive
impact financing (for
details refers to chapter
Consumers and End
Users)
-
Gross Scopes 1, 2, 3
and Total GHG
emissions
-
No target
established
Type of IRO
Material IRO
Policies
Actions
Metrics
Targets
also increase the risk of natural
disasters related to climate change.
Risk related to
climate change
mitigation
Physical and
transition risks
In the face of stringent environmental
commitments and market evolution
towards sustainability, BRD is facing
significant climate change risks across
multiple sectors. The bank is at risk of
market share erosion if it fails to align
its product offerings with escalating
ESG demands, while an overly rapid
deployment of ESG products could
misalign with client demand, leading to
strategic missteps. Similarly, the bank
may see a decline in business due to
the negative impacts of climate change
on the financial health of clients in
sectors such as agriculture, furniture
manufacturing, and road freight, where
skepticisms about the commercial
viability of battery electric vehicles
(BEVs) and increased operational
costs due to environmental regulations
could hinder the transition to
sustainable practices.
These risks are compounded by
potential increases in capital
requirements, particularly in industries
like cement production, which faces
pressure to decarbonize amidst the
EU's CO2 reduction commitments.
Fiscal developments, such as
increased VAT
on green technologies
and reduced government incentives for
electric and hybrid vehicle purchases,
could dampen demand for sustainable
financing solutions. Moreover, financial
institutions may encounter credit,
market, and reputational risks by
servicing entities with higher emissions
that are vulnerable to policy changes,
technological shifts, and the growing
penalization of unsustainable practices
by the market. These challenges
underscore the urgency for BRD to
adapt its strategies to support clients
through the complexities of climate
change mitigation.
-
-
SG
Environmental
and Social (E&S)
General
Principles
-
SG E&S Sectoral
Policies
-
SG’s Transversal
Statement on
Climate
-
Société Générale
Positive Impact
Financing
Framework (for
details refers to
chapter
Consumers and
End Users)
-
Business plan for
sustainable and positive
impact financing (for
details refers to chapter
Consumers and End
Users)
-
Corporate Climate
Vulnerability Indicator
(CCVI)
-
BRD Asset
Management funds Art.
8 SFDR compliant
-
Gross Scopes 1, 2, 3
and Total GHG
emissions
-
No target
established
Type of IRO
Material IRO
Policies
Actions
Metrics
Targets
Opportunity related
to climate change
mitigation
BRD is well-positioned to drive a wide
range of sustainability initiatives by
offering tailored financing solutions that
support the transition to a greener
economy. Key opportunities include
financing climate-resilient projects in
agriculture and construction,
supporting the automotive sector’s shift
to electric vehicles and alternative
fuels, and aiding the construction
industry in adopting energy-efficient
technologies. Additionally, BRD backs
sustainable practices in agriculture,
furniture manufacturing, and road
freight, while promoting circular
economy principles. It also provides
specialized financial products like ESG
and green loans, invests in renewable
energy solutions, and supports
consumer adoption of green
technologies through government
subsidy programs.
-
-
SG
Environmental
and Social (E&S)
General
Principles
-
SG E&S Sectoral
Policies
-
SG’s Transversal
Statement on
Climate
-
Société Générale
Positive Impact
Financing
Framework (for
details refers to
chapter
Consumers and
End Users)
-
Business plan for
sustainable and positive
impact financing (for
details refers to chapter
Consumers and End
Users)
-
BRD Asset
Management funds Art.
8 SFDR compliant
-
Gross Scopes 1, 2, 3
and Total GHG
emissions
-
Achieve
EUR 2.4
billion in
sustainable
finance
production
by 2027 (for
details refers
to chapter
Consumers
and End
Users)
Impact related to
energy
The impact may manifest through the
use of non-renewable energy sources
and the lack of effective measures to
optimize energy consumption in
BRD
Group's locations, which can lead to an
increased carbon footprint and
inefficient resource use, also
contributing to climate change.
-
-
SG
Environmental
and Social (E&S)
General
Principles
-
SG’s Transversal
Statement on
Climate
-
Purchase 100% green
energy
-
Energy Consumption
-
Gross Scopes 1, 2, 3
and Total GHG
emissions
-
No target
established
Impact related to
energy
BRD Group’s financing of renewable
energy projects supports the
generation of clean energy which is
crucial for transitioning to net-zero.
This shift helps mitigate climate
change while promoting sustainable
growth within the Earth's natural
boundaries.
-
-
SG
Environmental
and Social (E&S)
General
Principles
-
SG E&S Sectoral
Policies
-
SG’s Transversal
Statement on
Climate
-
Société Générale
Positive Impact
Financing
Framework (for
details refers to
chapter
Consumers and
End Users)
-
Business plan for
sustainable and positive
impact financing (for
details refers to chapter
Consumers and End
Users)
-
Gross Scopes 1, 2, 3
and Total GHG
emissions
-
Achieve
EUR 2.4
billion in
sustainable
finance
production
by 2027 (for
details refers
to chapter
Consumers
and End
Users)
Type of IRO
Material IRO
Policies
Actions
Metrics
Targets
Impact related to
energy
By financing energy-intensive
companies that rely on fossil fuels can
lead to a high level of GHG emissions,
which in turn aggravates climate
change and its effects.
-
-
SG
Environmental
and Social (E&S)
General
Principles
-
SG E&S Sectoral
Policies
-
SG’s Transversal
Statement on
Climate
-
Business plan for
sustainable and positive
impact financing (for
details refers to chapter
Consumers and End
Users)
-
Gross Scopes 1, 2, 3
and Total GHG
emissions
-
Achieve
EUR 2.4
billion in
sustainable
finance
production
by 2027 (for
details refers
to chapter
Consumers
and End
Users)
Risk related to
energy
In the Energy sector, BRD is
navigating risks associated with the
growing demand for energy-efficient
housing and the transition to green
power production. As energy efficiency
becomes a priority, construction costs
for such houses may rise, potentially
impacting housing affordability and the
demand for BRD's mortgage loans.
The bank also faces the operational
challenge of collecting Energy
Performance Certificates (EPCs) for
both new and existing mortgage loans,
a process that could incur significant
costs and affect compliance status if
the cost-benefit analysis does not
support widespread EPC acquisition.
BRD's clients in the green power
sector, including producers and
utilities, depend on the stability of
funding and favorable regulatory
environments to maintain their financial
stability and execute investment plans.
Uncertainties in funding or regulatory
changes could jeopardize the viability
of green power projects, affecting
clients' operations and BRD's
investment strategies. Additionally, the
risk of properties becoming unrentable
due to not meeting energy efficiency
standards poses a threat to the value
of mortgage collaterals and the
potential for loan defaults, highlighting
the importance of supporting clients in
financing necessary renovations to
meet these standards.
-
-
SG
Environmental
and Social (E&S)
General
Principles
-
SG E&S Sectoral
Policies
-
SG’s Transversal
Statement on
Climate
-
Société Générale
Positive Impact
Financing
Framework (for
details refers to
chapter
Consumers and
End Users)
-
Business plan for
sustainable and positive
impact financing (for
details refers to chapter
Consumers and End
Users)
No metric established
No target
established
Type of IRO
Material IRO
Policies
Actions
Metrics
Targets
Opportunity related
to energy
BRD is strategically positioned to
catalyze the sustainable transformation
across various sectors, providing
financial services that promote the
growth of the green economy. The
bank can support the automotive
industry's shift towards electric
vehicles, contributing to a
comprehensive decarbonization
strategy. In clean energy, there is
potential to finance new low-carbon
power generation projects, capitalizing
on regulatory stability and long-term
financial agreements.
The bank's role also includes financing
energy storage solutions to balance
the intermittency of renewable energy
sources and funding energy efficiency
upgrades in buildings, such as solar
panel installations and LED lighting
systems. Collaborations with the
Romanian Government on programs
like "First House" highlight a dedication
to financing energy-efficient housing.
Prioritizing investments in renewable
energy companies and modernizing
outdated energy infrastructure are key
to reducing emissions and conserving
water. Financing the adoption of
advanced technologies in energy
generation, storage, and distribution
offers opportunities for growth and
innovation.
Competitive mortgage options for
energy-efficient homes and the
facilitation of Energy Performance
Certificates contribute to regulatory
compliance and enhance property
evaluations. Financing the expansion
and modernization of transmission and
distribution networks is essential for
maintaining energy security and
accommodating new energy
capacities.
With a focus on financing properties
-
-
SG
Environmental
and Social (E&S)
General
Principles
-
SG E&S Sectoral
Policies
-
SG’s Transversal
Statement on
Climate
-
Société Générale
Positive Impact
Financing
Framework (for
details refers to
chapter
Consumers and
End Users)
-
Business plan for
sustainable and positive
impact financing (for
details refers to chapter
Consumers and End
Users)
-
No metric established
-
Achieve
EUR 2.4
billion in
sustainable
finance
production
by 2027 (for
details refers
to chapter
Consumers
and End
Users)
Type of IRO
Material IRO
Policies
Actions
Metrics
Targets
with high energy efficiency, BRD can
reduce environmental and social risks,
ensuring the resilience of its mortgage
portfolio in a market increasingly
oriented towards sustainability.
Policies Related to Climate Change
E1-2.24
This section presents the policies adopted by BRD Group to manage
the material IROs related to climate
change, as identified during the Double Materiality Analysis. These
policies are designed to ensure an
effective and structured approach to climate change material IROs management and compliance
with
regulatory requirements. For energy efficiency, BRD Group does not have a specific policy.
SG Environmental and Social (E&S) General Principles
MDR-P 65 (a)
The SG E&S General Principles present the E&S framework applicable
to SG Group’s activities,
including BRD Group, to manage environmental and social impacts
and risks across its activities. The
policy was updated in 2025.
The SG E&S General Principles aim to align SG Group's activities with
Sustainable Development Goals
by mitigating negative impacts and enhancing positive contributions
to environmental and social well-
being. The key objectives include promoting responsible and innovative
financial solutions, managing
E&S risks linked to SG Group's products and services, ensuring compliance
with applicable laws, treaties
and conventions, engaging with stakeholders to drive sustainability efforts. The principles
address
material environmental and social risks and opportunities through
structured monitoring mechanisms,
such as integrating E&S considerations into decision-making processes,
implementing risk management
frameworks, and conducting regular reporting via public documents like
the Duty of Care Plan and the
Extra-Financial Performance Statement. This policy covers all the climate change-related
material IROs
identified during the double materiality analysis, therefore addressing climate
change mitigation, climate
change adaptation, and energy efficiency. No other areas are explicitly addressed by this policy. To
address E&S risks, the policy embeds the Environmental & Social Risk
Management (ESRM) System
into decision-making processes. This system operates through a sequence of
identification of potential
risks, evaluation against internal standards - including the E&S General
Principles, transversal statements
and sector policies - and the implementation of appropriate mitigation
or prevention actions when needed.
Depending on risk severity, the Group may apply enhanced monitoring, introduce contractual E&S
conditions, restrict dealings or even exclude certain clients, products or
services from its activities.
The SG E&S General Principles are updated in line with regulatory, scientific or societal developments,
observed best practices and SG Group’s strategy.
MDR-P 65 (b)
The scope of the policy extends to all countries in which SG Group
operates and where its activities may
have significant environmental or human rights impacts, and it covers all
consolidated entities under
exclusive control of SG Group. It applies to all products and services
including corporate lending,
dedicated financing, investment, and asset management activities.
Across the value chain, the ESRM System applies not only to corporate
clients and dedicated transactions
but also to issuers of securities held by SG Group and to financial products
that may carry inherent E&S
risks. It further governs long-term portfolio-level commitments, such as sector-wide
climate transition
strategies, which influence how SG Group manages its exposure
across sectors like energy or natural
resources.
MDR-P 65 (c)
At SG, the most senior level accountable for policy implementation
is the Group Responsible
Commitments Committee (CORESP), chaired by the Deputy Chief
Executive Officer overseeing control
functions. This committee includes senior executives from Compliance, Risk,
Communications, CSR
departments, and relevant Business Units. In addition, climate-related
aspects of the E&S framework are
overseen by General Management and reviewed by the Board of Directors,
reflecting senior-level
responsibility for the broader environmental and social strategy of SG
Group. At BRD Group, the most
senior level that is accountable for the implementation of the overall
general policy is the EC.
MDR-P 65 (d)
SG Group commits to several third-party standards and initiatives, including
Universal Declaration of
Human Rights (UDHR), International Labour Organization (ILO) conventions, United
Nations
Sustainable Development Goals (UN SDGs), OECD Guidelines for
Multinational Enterprises, Equator
Principles, United Nations Principles for Responsible Banking, UN
Global Compact. These commitments
guide SG Group's risk assessment and operational frameworks.
MDR-P 65 (e)
In setting the principles, SG Group has considered the interests of
key stakeholders such as employees,
investors, regulatory bodies, clients and civil society organizations. SG engages
in regular (annual or ad
hoc as needed) dialogue, internal inquiries, and documented responses
to stakeholder concerns related to
E&S issues.
MDR-P 65 (f)
The E&S General Principles are made publicly available on SG Group’s website. The Group ensures
stakeholders, including clients, employees, and civil society organizations, can access
these principles.
SG E&S Sectoral Policies
MDR-P 65 (a)
SG Group E&S sectoral policies referred to as E&S policies define the
standards that SG Group
implements in potentially sensitive sectors from an E&S or ethics perspective,
based on its mapping of
actual or potential E&S risks. They cover Industrial Agriculture and Forestry, Dams and Hydropower,
Thermal Power, Thermal Coal, Defense and Security, Mining, Shipping, Civil Nuclear Power, Oil and
Gas, Tobacco. In March 2025, the Thermal Coal sectoral policy was amended to provide several
clarifications, extend the definition of "coal developers" subject
to exclusions in the policy, and complete
the exception granted to energy transition operations in order to be able to support
customers more
effectively in their transition. All SG E&S policies follow the same structure: they
identify the actual or
potential E&S risk factors, list the reference standards applicable to the
sector or field in question, specify
the scope of the activities covered (subsectors, financial and banking
products and services) and may also
define criteria in respect of each sector or field. These policies cover
all the climate change-related
material IROs identified during the double materiality analysis, therefore addressing
climate change
mitigation, climate change adaptation, energy efficiency, and renewable energy deployment. No other
areas are explicitly addressed by these policies.
The E&S sector policies define 3 sets of criteria:
I.
E&S exclusion criteria – these criteria are designed to exclude
from SG Group's activities certain
types of corporate clients, issuers, banking or financial products
or specific services or
transactions that are associated with underlying practices or activities that
are damaging the
environment and/or human rights to such an extent or in such a way
that improvement within a
reasonable timeframe is not possible.
II.
E&S priority assessment criteria – these criteria address priority risk
factors that require a
targeted and systematic response as part of the assessment process. If a client does not
satisfy the
assessment criteria, it must improve its practices within a reasonable timeframe.
This may require
15
formal action plans or the signing of contractual undertakings. For
dedicated transactions or
projects, meeting the criteria is part of the project development phase.
III.
Other E&S assessment criteria – these criteria are designed to identify
additional risk factors
related to a specific sector that also need to be considered as part of
the E&S assessment.
The policies are updated in line with regulatory, scientific or societal developments, observed best
practices and SG’s strategy.
MDR-P-65 b
The sector policies apply to Société Générale and all consolidated
companies over which SG Group
exercises exclusive control, including BRD Group. They apply to banking
and financial products and
services provided by the Group. For more details, please refer to
each policy that is available on SG
Group’s website: Industrial Agriculture and Forestry, Dams and Hydropower, Thermal Power, Thermal
Coal, Defense and Security, Mining, Shipping, Civil Nuclear Power, Oil and Gas, Tobacco. Upstream
value chain and affected stakeholders do not explicitly fall under the scope of these
policies.
BRD Group adopted the sectorial policies of SG Group in a local normative
document which stipulates
the applicability of the rules for each of the business sectors.
MDR-P 65 (c)
At BRD Group, the most senior level that is accountable for the implementation
of the policies is the EC.
MDR-P-65 d
Please refer to each sector policy, as indicated above, to understand which are the third-party standards or
initiatives SG Group and BRD Group commit to respect through the implementation
of these policies.
MDR-P 65 (e)
The policies consider the interests of key stakeholders, such as employees,
investors, regulatory bodies,
clients, and civil society organizations, by ensuring compliance with E&S regulations,
engaging in
stakeholder dialogue, and assessing potential social impacts. SG Group actively
seeks to balance financial
performance with stakeholder concerns related to environmental sustainability
and social responsibility.
MDR-P-65 f
The E&S policies are publicly available on SG Group’s corporate website, “Our 10 sector-wide E&S
policies”. Sector policies - Société Générale
SG’s Transversal Statement on Climate
MDR-P 65 (a)
SG’s Climate Policy aims to align its activities with the Paris Climate Agreement by mitigating climate-
related risks and supporting the transition to a low-carbon economy. The policy addresses material risks,
including transition risks from regulatory changes, physical climate risks
and litigation risks, while also
exploring opportunities in sustainable finance. SG manages these risks
through its Environmental and
Social (E&S) Risk Management system, sector-specific policies and ongoing efforts to reduce exposure
to
carbon-intensive industries. Climate-related risks are monitored through
governance structures such as SG
15
Sector policies - Société Générale - https://www.societegenerale.com/en/responsibility/governance/sector-policies
Group Risk Committee and the Responsible Engagement Committee (CORESP).
This policy covers all
the climate change mitigation and climate change adaptation related
material IROs identified during the
double materiality analysis, Energy efficiency, renewable energy deployment or other areas are not
explicitly addressed by this policy.
MDR-P 65 (b)
The policy applies across SG’s global operations - including BRD Group, covering key sectors such as
energy, transport, and forestry,
which have significant climate impact. It extends to
financing, Asset
Management, and insurance activities, ensuring a comprehensive approach
to climate risk management.
In terms of geographies, this policy is applicable everywhere BRD Group
is active. Upstream value chain
and affected stakeholders are not explicitly covered by the scope of this policy.
MDR-P 65 (c)
The highest level of accountability for the implementation of climate policy
lies with SG’s General
Management, with oversight provided by the Board of Directors. Climate-related
risks are incorporated
into SG Group’s overall risk management framework and are monitored by the Group Risk Committee.
Additionally, the Responsible Engagement Committee (CORESP) oversees strategic decisions related to
climate action, such as SG Group’s phased exit from coal financing and other key environmental
commitments.
MDR-P 65 (d)
SG aligns its climate policy with several internationally recognized
third-party standards and initiatives.
This climate policy has also been transposed locally at BRD
Group level. These include the United
Nations Environment Program Finance Initiative (UNEP-FI)
Principles for Responsible Banking, the
Taskforce for Climate-related Financial Disclosure (TCFD), the Katowice Commitment, the Carbon
Pricing Leadership Coalition, the Climate Bond Initiative4, the Poseidon
Principles for responsible
shipping, the Green Bond Principles, and the Hydrogen Council. By adhering
to these frameworks, the
Group ensures its climate strategy aligns with the best global practices
and industry standards.
MDR-P 65 (e)
The development of the Group’s climate policy considers the interests of key stakeholders, including
clients, investors, regulators, and industry bodies. Société Générale
actively participates in trade
associations such as the French Banking Federation and the European
Banking Federation to advocate for
sustainable finance regulations. Furthermore, SG Group joined the Green Recovery
Alliance, recognizing
the importance of aligning economic recovery initiatives with environmental
sustainability, demonstrating
its commitment to balancing financial growth with climate responsibility.
MDR-P 65 (f)
The policy is available on SG Group’s website within the “SG Environmental and Social General
Principles”(https://www.societegenerale.com/sites/default/files/documents/CSR/environmental-social-
general-principles.pdf).
Actions Related to Climate Change Adaptation, Climate Change
Mitigation and Energy
E1-3
BRD Group implements different actions to manage the material impacts, risks and
opportunities related
to climate change mitigation, adaptation, and energy, while maximizing the positive material impacts
associated with sustainable business practices. To ensure effective management of these material impacts,
risks and opportunities, BRD Group allocates dedicated resources. These
efforts are coordinated by
specialized teams within relevant departments, following established procedures
that include continuous
monitoring, risk assessment, and periodic reviews to align with regulatory
requirements and sustainability
commitments. All actions listed below are ongoing, namely they were
both applicable for the reporting
period and will continue in the future. The implementation of the actions
listed below did not depend on
any specific preconditions. Current financial resources and FTE allocated
to certain actions are disclosed
below. The allocation of future resources was not determined and disclosed for any of the actions listed
below.
MDR-A-a
Corporate Climate Vulnerability Indicator (CCVI) (Downstream)
(Adaption solution: Identification of climate risk)
In 2025, BRD Group continued the implementation of SG’s Corporate Climate Vulnerability Indicator
(CCVI) to enhance its assessment of climate-related risks across
its entire portfolio. Initially designed to
assess transition risks by combining the Industry Climate Vulnerability Indicator (ICVI) with borrower
specific information on governance, disclosures, and transition strategies,
the CCVI was strengthened in
December 2025 through the addition of a physical risk module. This
update extended the tool’s analytical
scope to include both acute and chronic climate hazards. The CCVI
therefore now provides an integrated
view of how both transition and physical risks may influence a client’s solvency, strategic resilience and
vulnerability to changes driven by the low carbon transition and evolving climate
conditions.
The implementation of the CCVI is not directly tied to the policies or targets disclosed under
this
reporting but is rather expected to contribute to BRD Group’s sustainability and risk management
objectives by providing a comprehensive, forward-looking assessment of
climate transition risks. The
outcomes include enhanced risk identification across the value chain,
improved engagement with clients
on their transition strategies, and better alignment with SG's broader climate
goals, including financing
projects that support a net-zero transition. By leveraging the CCVI,
BRD Group aims to enhance portfolio
resilience to climate risks, facilitate informed lending decisions, and support
clients in adopting credible
and transparent climate strategies.
The scope of the CCVI implementation covers all industry sectors within
BRD Group's lending portfolio,
except for financial activities. The CCVI evaluates key risk factors
such as emissions at risk, costs at risk,
revenue at risk, and assets at risk, providing an understanding
of climate-related vulnerabilities. The
initiative affects internal stakeholders, including credit risk teams, relationship managers
and
sustainability officers, and external stakeholders, such as corporate clients across
various industries. The
scope of the CCVI does not explicitly cover the upstream value chain.
While the implementation of the CCVI itself does not directly
result in material negative impacts, BRD
Group has taken proactive steps to support clients with negative CCVI
scores by offering tailored
transition planning discussions and financing solutions. If a client
receives a significantly negative CCVI
score, BRD Group initiates a structured dialogue covering the client's transition
strategy, business model
adaptability, and financial readiness to undertake necessary changes. The Bank provides guidance on
decarbonization pathways, facilitates access to green financing instruments
and collaborates with clients
to develop actionable transition roadmaps. These efforts help mitigate the risk of stranded
assets,
reputational damage and financial instability within high-risk sectors while positioning
clients for long-
term sustainability.
During the reporting year, BRD implemented the CCVI across its lending portfolio, conducted
internal
training for relationship managers and initiated client engagement processes
based on the findings. More
precisely, BRD Group has conducted CCVI assessments for more than half of its client portfolio with
Turnover > EUR 5m, with annual reviews ensuring up-to-date risk evaluation. Qualitative progress
includes improved internal capacity, with 66 sessions of and RACI trainings organized with the
participation of > 5000 unique participants, and stronger alignment of credit
policies with the Bank’s ESG
strategy.
No significant monetary amount of Capex or Opex were required to implement
this action.
The CCVI assessment is conducted annually, synchronized with the internal credit rating review cycle to
ensure continuous monitoring and improvement. Future milestones
include refining the CCVI
methodology (primarily supported through training courses for the specialized
team, already available on
the SG ESG Green platform) deepening client engagement based on assessment
results, improving data
collection methodologies and integrating climate risk considerations further
into credit risk assessments
and decision-making processes. BRD Group aims to leverage CCVI
outputs in scenario analysis and
stress testing activities over the medium to long term, aligning with the
bank's broader sustainability and
climate action roadmap.
BRD Asset Management funds Art. 8 SFDR compliant (Downstream)
(Decarbonization lever and adaptation solution: Transforming into sustainable business)
In 2023, BRD Asset Management implemented key actions to transition FDI
BRD GLOBAL into a
financial product aligned with Article 8 of EU Regulation 2019/2088 (SFDR),
promoting environmental
and social features. The Fund was structured to incorporate ESG considerations
by applying ESG scoring,
exclusion criteria and continuous monitoring.
The Fund promotes environmental and social characteristics by constructing
a portfolio of equities and
ETFs with enhanced environmental, social and governance (ESG) characteristics
at the aggregate
portfolio level. In order to substantiate investment decisions, ESG analysis
complements specific
evaluations from financial perspective. In selecting ETFs and
individual stocks, the Fund uses ESG
techniques such as „positive screening” or „exclusionary screening”,
the use of ESG scores from an
external data provider (Morningstar), as well as exclusion lists and identification
lists to build a portfolio
with improved environmental, social and governance characteristics,
with the aim of contributing to
reducing ESG risks.
The key actions cover:
-
Activities: Investment in equities and ETFs with strong ESG
profiles, regular screening, and
exclusion of non-compliant issuers.
-
Value
Chain: The actions impact investment decision-making and asset
selection process and
portfolio management and investor reporting process.
-
Geographies: The Fund provides global exposure, covering multiple equity
markets across
various regions.
-
Stakeholders: Investors, regulators and ESG data providers, ensuring compliance
and
transparency.
To mitigate potential adverse environmental or social impacts, the Fund enforces strict investment
exclusion criteria based on BRD Group’s ESG policies and external assessments. Investments in issuers
associated with high ESG risks are prohibited, and regular monitoring
(based on screening, ESG scores,
provided by Morningstar, as an external data source) is performed to ensure compliance. If a holding
is
found to pose material risks, corrective actions such as rebalancing
or divestment are taken within a
reasonable timeframe in the best interest of investors.
The expected outcomes of these actions include:
-
Building a globally diversified equity and ETF portfolio with enhanced ESG
characteristics,
reducing exposure to environmental and social risks.
-
Aligning the Fund’s investment strategy with BRD Group's broader ESG commitments and
sustainability targets.
-
Strengthening investor confidence by ensuring compliance with regulatory
standards and
delivering long-term value through responsible investments.
These actions are not meant to provide for the remedy for those harmed
by actual material impact, but
rather to directly contribute to the policy objectives of promoting sustainable
finance and meeting EU
regulatory requirements while supporting the transition to a low-carbon
economy.
In 2025, additional four BRD Asset Management investment funds were
transformed to be compliant
with Article 8 of EU Regulation 2019/2088 (SFDR), namely BRD
Actiuni, BRD Diverso, BRD Orizont
2035 and BRD Orizont 2045 (validation of authorities received in September, and adaptation of
corresponding investment strategies finalized in October 2025).
Consequently, BRD Asset Management portfolio includes at the end of 2025 five ESG Article 8 funds
(compared to one as of 2024 end), with RON 2.09 billion assets under
management) out of the total of
twelve investment funds (with total assets under management of RON
9.27 billion RON vs RON 6.15bn
as of 2024 end), a significant increase and a statement to its commitment to
sustainability.
Current and expected GHG emission reductions could not be determined
for this action, given its complex
nature. No significant monetary amount of Capex or Opex were
required to implement this action, as
these measures do not involve restructuring of these funds, rather, it represents an alignment process
to
Article 8, SFDR requirements.
The implementation of ESG screening measures, exclusion policies,
and performance monitoring was
initiated in 2023 and will continue indefinitely. Funds’ portfolio are monitored continuously, with
rebalancing occurring as needed to maintain the targeted ESG ratings. Since
the implementation of the
sustainability strategy in 2023, the first Article 8 compliant fund, FDI
BRD Global, has maintained its
commitment to ESG principles, achieving a weighted average ESG
score above 3.5 (based on
Morningstar methodology) in line with established targets. Permanent monitoring
and exclusion checks
have been effectively integrated into portfolio management processes, with no significant
deviations from
ESG investment criteria.
Planned actions for the future include further enhancement of ESG
integration, expansion of the
investment universe to include more sustainable assets, continued collaboration
with ESG data providers
to refine screening methodologies and reporting practices and enhanced transparency
through improved
reporting and stakeholder engagement. These planned actions do not
require significant financial
resources.
Purchase 100% green energy (Own operations)
(Decarbonization lever: use of renewable energy)
The scope of BRD Group’s transition to 100% green energy covers all operational aspects, including
corporate offices, branches and data centres. The initiative primarily impacts the upstream
value chain
and own operations. Downstream value chain is not covered by the scope
of this action. Key stakeholders
impacted by this transition include employees, customers, and
local communities. Although this action is
not directly linked to the policies disclosed in this report, it supports
the achievement of BRD Group’s
objective to reduce the carbon footprint of its own operations by 55%
by 2027.
BRD Group began this transition in 2021, and it remains an ongoing
process, with a target to fully
integrate renewable energy across all operations by 2030. The implementation
is continuously monitored,
and progress is assessed through impact tracking systems, enabling
BRD to make data-driven adjustments
as needed.
Although the transition to renewable energy primarily aims to prevent environmental
harm, BRD Group
has established mechanisms to address any potential unintended impacts
that may arise during this
process. In certain situations, external conditions may not be favorable
for the production or acquisition of
green energy - such as periods with insufficient wind, sunlight or limited availability of renewable
electricity on the local market. In such cases, energy may need to be imported or
sourced from existing
storage, which can temporarily limit the share of renewable electricity used
in operations. To mitigate
operational risks associated with these fluctuations, BRD Group has
implemented protocols for buildings
with higher risk exposure, including the deployment of backup generators and UPS
systems to ensure
business continuity, operational safety and adherence to sustainability commitments.
Current and expected GHG emission reductions were not determined
for this action. No significant
monetary amount of Capex or Opex were required to implement this action.
In the reporting year, BRD Group maintained 100% renewable electricity across all operations
where
BRD has control over contracts by engaging with energy suppliers to secure green
energy contracts,
ensuring that the electricity used in corporate offices, branches and data centers
is sourced from
renewable sources. BRD Group has already secured renewable energy supply agreements
and is actively
working on the next phase of on-site energy generation, specifically through the installation
of solar
panels on company-owned buildings. Additionally, BRD Group intends to implement energy monitoring
systems to track consumption and assess the effectiveness of its sustainability efforts, ensuring continuous
improvement.
Electric Mobility – B&T Project (Own Operations)
(Decarbonization lever: electrification, fuel switching)
In 2023, BRD Group initiated the deployment of electric vehicle (EV) charging infrastructure
as part of
its broader electrification strategy aimed at reducing its carbon footprint.
The key actions undertaken
included the installation of 3 high-power (120KW) auto charging stations for clients
in Timișoara, Sibiu,
and Galați, as well as 5 monitored (22KW) auto charging stations for employees
at Headquarters, DC
Berceni, Timișoara, Cluj, and Iași. Additionally, the Bank established 18 charging stations dedicated to its
own fleet and implemented an electricity consumption monitoring
system to separately track the
electricity used for EV charging from that used by the real estate facilities. Thus,
the Bank ensures that
both employees and clients have access to EV charging facilities.
These actions are expected to facilitate the transition to electric mobility, reduce the Bank’s carbon
footprint by displacing fossil fuel consumption, support employee
and client adoption of EVs, and
promote sustainable transportation solutions. Although this action is not
directly linked to the policies
disclosed in this report, it supports the achievement of BRD
Group’s objective to reduce the carbon
footprint of its own operations by 55% by 2027.
The implementation of EV charging stations covers internal operations, including
fleet management,
employee benefits, and client services. Upstream and downstream value
chain are not addressed by the
scope of these actions. The key stakeholders involved include BRD employees,
clients, and the fleet
management teams.
As of 2025, the charging stations at BRD Tower headquarters alone consumed 48MWh of electricity,
enabling an estimated 240,000 km of electric travel, which effectively avoided the
emission of 26 tonnes
of CO2. Future emission reductions were not determined.
BRD car fleet greening program (Own operations)
(Decarbonization lever: fuel switch)
The expected outcome of the car fleet greening program is a 50%
reduction in fleet-related greenhouse
gas emissions by 2025 compared to the 2019 baseline, contributing
to BRD's broader decarbonization
goals and to the GHG reduction target disclosed in this report. Although this action
is not directly linked
to the policies disclosed in this report, it supports the achievement of
BRD Group’s objective to reduce
the carbon footprint of its own operations by 55% by 2027.The program also
introduced CO2 monitoring
tools, awareness campaigns and driver training programs to promote
eco-friendly driving behaviours
among employees.
The car fleet greening program covers all operational vehicles across
BRD Group’s headquarters (HQ)
and nationwide network (NW), involving employees who utilize fleet
cars for business purposes. It spans
across the entire vehicle lifecycle, from procurement and operational usage.
The initiative's scope also
includes stakeholders such as leasing providers, fleet management services,
s, and employees, who are
directly impacted through improved vehicle efficiency and lower environmental
impact. The program
addresses upstream value chain elements such as vehicle sourcing
and procurement practices. The
downstream value chain is not explicitly covered by the scope of this action.
While the car fleet greening program is primarily focused on emissions
reduction, BRD Group has taken
proactive measures to support employees in adapting to new driving
technologies and behaviors. This
includes training programs on eco-driving best practices, ensuring a smooth
transition to electric and
hybrid vehicles without disruption to operational efficiency.
Since the program's inception in 2019, BRD Group has made progress,
achieving a steady reduction in
fleet emissions through the phased replacement of internal combustion
engine (ICE) vehicles. In 2025,
BRD Group advanced its car fleet greening program, focusing on
replacing conventional vehicles
reaching the end of their operational leasing contracts with lower-emission models, including
battery
electric vehicles (BEVs) and plug-in hybrid electric vehicles (PHEVs). Specifically, in 2025, 145 Dacia
Logan units (diesel engine with 120g CO
₂
/km) were replaced with a similar model featuring a gasoline
engine (116g CO
₂
/km), representing a 3.33% reduction in emissions for these models. As a
result of this
change, starting from January 2026, only 0.2% of the vehicle fleet will
consist of diesel engines and
93.9% are gasoline, and 5.8% are electric. Additionally, BRD Group has continued efforts to monitor and
encourage the use of cars in a pool-car (shared cars) system and, for vehicles
equipped with this feature,
to promote the use of ECO mode.
Current and expected GHG emission reductions were not determined
for this action. No significant
monetary amount of Capex or Opex were required to implement this action.
On-grid photovoltaic systems on BRD buildings (Own operations)
(Decarbonization lever: use of renewable energy)
The installation of the photovoltaic system covers several key aspects,
including direct energy generation
and consumption for BRD Group’s operational needs. This initiative primarily impacts the Group’s
internal operations, enhancing energy efficiency across its locations. Key stakeholder groups
involved
include BRD Group’s employees. The upstream and downstream value chain are not explicitly covered
by the scope of this action.
The project commenced in 2023 and continued until the end of 2025.
In 2025, we installed a carport with
a 30kW photovoltaic system at the Berceni Data Center.
The implementation of the photovoltaic systems is expected to:
-
Contribute to BRD Group’s sustainability targets by reducing reliance on conventional energy
sources and lowering carbon emissions, thus contributing to the GHG
reduction target disclosed
in this report.
-
Achieve an annual energy production of 1153 MWh, covering approximately 6.5% of BRD’s
total electricity consumption, leading to cost savings and environmental
benefits.
-
Enhance operational resilience and energy security by diversifying the Bank’s energy mix and
integrating renewable sources.
Post-implementation, ongoing monitoring and optimization efforts will ensure maximum
energy
production efficiency and continued alignment with BRD Group’s sustainability objectives. Although this
action is not directly linked to the policies disclosed in this report, it supports
the achievement of BRD
Group’s objective to reduce the carbon footprint of its own operations by 55% by 2027. No material
adverse impacts have been identified during the implementation of photovoltaic
systems. However, BRD
Group remains committed to addressing any potential concerns
through stakeholder engagement, regular
performance evaluations, and compliance with environmental regulations
to mitigate any unforeseen
issues.
As of 2025, the installed systems have achieved an estimated annual
production capacity of 1153 MWh,
contributing to a 6.5% reduction in BRD’s dependency on external energy sources (compared with 2024
results: an estimated annual production capacity of 858 MWh that contributed
with a 4.5% reduction).
This progress aligns with BRD Group’s previously disclosed sustainability plans and demonstrates
tangible improvements in energy efficiency and carbon footprint reduction.
Replacement of equipment older than 10 years - Operational energy efficiency
(Decarbonization lever: energy or material efficiency and consumption reduction)
In 2023-2025, BRD Group implemented an extensive equipment modernization
program aimed at
improving energy efficiency and reducing environmental impact. Key actions include:
-
Replacement of outdated equipment (over 10 years old) with modern, energy-efficient VRV/VRF
systems (Variable
Refrigerant Flow) across 3 branches in 2025 (2024:140 branches).
These
systems serve dual purposes—heating and cooling—while significantly
improving energy
efficiency.
-
Retrofitting of 5 branches in 2025 (2024:35 branches) in Romania’s coldest areas with
condensing boilers, in compliance with the European ERP Directive,
to replace older, less
efficient models.
-
Maintaining gas-consuming boilers as backup solutions for extremely
low temperatures to ensure
operational reliability while leveraging renewable electricity sources
whenever possible.
-
Shifting energy consumption from fossil fuels (Scope 1 emissions) to electricity
(Scope 2), which
can be sourced from renewable energy.
The equipment replacement initiative covers different areas, including energy management, operational
infrastructure, and facility upgrades. The focus is on improving internal
operations within BRD Group's
facilities. This program targets 140 branches across Romania, specifically focusing
on the colder regions
for the installation of condensing boilers to improve energy efficiency. Key stakeholders involved include
BRD employees (particularly those in facility teams), clients (ensuring
for a comfortable branch
experience) and energy providers (electricity and heating suppliers). The upstream
value chain is not
explicitly covered by the scope of this action.
No material adverse impacts have been reported related to the replacement
process. However, BRD
Group remains committed to addressing potential issues by ensuring proper
installation, maintenance, and
stakeholder communication. A backup solution (gas boilers) is maintained
in critical locations to prevent
service interruptions during extremely low temperatures.
This action does not address the policies disclosed in this report,
but rather BRD Group’s commitment to
a transition to a low-carbon economy.
The initiative aims to achieve the following:
-
Increased energy efficiency: The new VRV/VRF systems operate with a coefficient of
performance (COP) greater than 5, meaning that for every 1 kW of electricity
consumed, they
generate 5 kW of heating or cooling energy. Condensing boilers also offer improved thermal
efficiency of 92-95% compared to traditional models (85%).
-
Reduction in energy consumption and carbon footprint: Transitioning to energy-efficient systems
helps lower overall consumption, contributing to BRD Group’s decarbonization targets and
sustainability objectives. This action is directly tied to the GHG
reduction target disclosed in this
report.
-
Scope 1 to Scope 2 transition: By reducing reliance on natural gas
and increasing the use of
electricity, BRD aims to move its emissions from Scope 1 (direct emissions) to Scope 2 (indirect
emissions), which can be mitigated through renewable energy.
-
Regulatory compliance: Ensuring all replaced equipment meets or exceeds
the European ErP
Directive requirements, demonstrating BRD’s commitment to regulatory adherence and
environmental responsibility.
As of 2025, BRD Group has successfully optimized heating and BMS system
in BRD Tower and cooling
system in Data Center Berceni, leading to enhanced operational efficiency and important
reduction in
energy consumption. These upgrades resulted in a total reduction of 1,000 MWh of energy, 16 tones of
CO2 emissions annually, and 200000 EUR in energy savings per year (compared with 2024 results of a
total reduction of 2,000 MWh of energy, 32,343 kg of CO2 emissions annually and 348,000 EUR in
energy savings per year).
Future plans include further expansion of the VRV/VRF system rollout across additional branches and
continuous upgrades to heating solutions to meet evolving efficiency standards. Further evaluations
will
be conducted to identify additional replacement needs and future expansion
opportunities in line with
BRD’s long-term sustainability strategy.
Green IT Program (Own Operations)
(Decarbonization lever: energy or material efficiency and consumption reduction)
The Green IT program, launched at SG level and implemented within
BRD Group as well, directly
contributes to BRD Group’s sustainability and policy objectives by significantly reducing the
environmental impact of IT operations while maintaining high service quality. It aims to reduce
greenhouse gas emissions generated by IT activities by 50% by 2025,
thus contributing to the GHG
reduction target disclosed in this report.
This action does not address the policies disclosed in this report
and is not meant to provide for the
provision of remedy for those harmed by actual material impact but rather
contribute BRD Group’s
commitment to a transition to a low-carbon economy.
Implementing energy-efficient technologies, such as server virtualization and HVAC optimization, is
expected to reduce energy consumption by approximately 1,000 MWh, equating
to an estimated 400
tCO2 reduction by the end of 2025. Additionally, workplace asset optimization, including reducing the
number of printers, monitors and workstations, contributes to lower
energy consumption and cost savings.
The scope of BRD Group's Green IT initiatives spans across its entire
value chain, including upstream
activities related to procurement and sourcing of IT equipment, and
downstream activities related to IT
service delivery and operations. Internally, the program covers data centres, branch offices, corporate
headquarters and remote working environments, affecting a broad range of stakeholders
such as IT
employees, operational teams, and management. The program impacts
external stakeholders through
partnerships with waste management organizations, such as Ateliere Fără Frontiere,
which facilitates the
responsible recycling and refurbishment of IT equipment. Geographically, the actions cover all BRD
operations across Romania, including urban and rural branch locations. The program
also involves cross-
functional collaboration with SG Group's global sustainability
initiatives, ensuring alignment with
international standards and best practices for IT-related environmental performance.
BRD Group’s Green IT Program is structured within a clear timeline to ensure measurable progress
toward sustainability goals. The program's initial phase started in 2019, focusing
on early actions such as
IT infrastructure optimization and employee awareness programs. Ongoing
initiatives, such as server
virtualization, printer fleet reductions, and HVAC optimizations, were completed in 2025. Future
initiatives, such as further data centre energy efficiency improvements and the rollout of solar
panel
installations, were completed in H2 2025, ensuring continuous progress
toward BRD’s emissions
reduction targets].
A new optimization phase started in 2025, where the IT teams
took over initiatives aiming to:
-
Optimizing physical infrastructure and IT assets by replacing some of
obsolete equipment with
new technologies, more energy efficient
-
Simplifying application referential, through open source, insourcing, consolidation
and
decommissioning of low used tools
Green energy proofs were submitted to the SG GreenIS team, to compute the IT
CO2 footprint under
these terms.
The quantification of the 2025 results will be carried out in 2026
in the ESG IT Group tool. These
achievements reflect BRD’s commitment to continuous improvement and transparency in reducing its IT-
related carbon footprint.
Metrics and Targets
Target
Achieve a 55% reduction in the carbon footprint of BRD
Group’s own operations by
2027, compared to the 2019 baseline.
The target was established in alignment with SG Group policies and BRD’s strategic vision outlined in
the Horizons 2027 strategy, ensuring a cohesive approach to our objectives. It does not, however, address
the policies disclosed in this report.
We note that the methodology used to calculate the baseline value for the reduction in the carbon
footprint of BRD Group’s own operations was internally developed and refers to categories of emissions
associated with Scope 1, 2 and selected categories in scope 3, as described
above. The target set by us of
reduction with 55% of the carbon footprint of BRD Group’s own operations by 2027 is set in accordance
with the above-mentioned methodology. Our goal is to achieve this current target by 2027 and set a new
GHG reduction target as part of our updated strategy.
However, the methodology disclosed in section "Metrics related to climate change" as well as the actual
values for GHG emissions under Scope 1, 2 and selected categories
from scope 3 is different from the
methodology used to determine the baseline value as well as actual
achieved GHG reductions for carbon
footprint of BRD Group’s own operations.
The defined target is to achieve a 55% absolute reduction in the carbon footprint of
BRD Group’s own
operations by 2027, compared to the 2019 baseline of 20,071 tons of
CO
₂
(tCO
₂
). The target expressed in
absolute terms is of 11, 039 tons of CO2 (tCO
₂
).
The target covers BRD Group’s direct operations, including Scope 1 and Scope 2 emissions across all
office buildings, branches, data centers, and operational facilities within Romania
and Scope 3 (categories
referring to own emissions, fuel and energy-related activities, not included in Scope1
or Scope 2, waste
generated in operations and business travel). It does not currently extend
to upstream or downstream
value chains but focuses on emissions under the Group’s direct control, ensuring a significant impact
within BRD’s geographical operations. The target is set on market-based scope 2.
The target includes GHG Emission from own emissions for Scope 1, Scope 2 and
selected Scope 3
categories (i.e.
categories referring to own emissions, fuel and energy-related activities, not
included in
Scope1 or Scope 2, waste generated in operations and business travel). It
covers GHG emissions Scope 1
from gas and fuel (non-car), Scope 2 from electricity and heat water
and Scope 3 (categories referring to
own operations, mentioned above). It is a gross target.
BRD Group ensures the consistency of its GHG reduction targets and its GHG
inventory boundaries by
relying on the same boundary definitions and accounting methodologies.
The defined target of a 55%
reduction in the carbon footprint of BRD’s own operations by 2027, compared to the 2019 baseline,
covers the same organizational and operational boundaries used in the annual GHG
inventory assessment.
The GHG inventory encompasses Scope 1 and Scope 2 emissions, covering
direct emissions from owned
or controlled sources (e.g., company vehicles, heating systems)
and indirect emissions from purchased
electricity, heat, and cooling. Additionally, relevant Scope 3 emissions, such as employee commuting and
business travel (train and airplane), waste, paper, water, are monitored to assess their impact and identify
potential reduction opportunities. This approach ensures that BRD’s emissions reduction initiatives are
comprehensive and address all material sources of operational carbon
emissions.
BRD's integrated environmental management system enables accurate
data collection, validation, and
reporting across all relevant operational sites. Yearly audits and reviews are conducted to validate the
consistency between the defined GHG targets and the inventory boundaries, ensuring
that any
adjustments or operational changes (such as new office locations, fleet modifications,
or energy
procurement strategies) are reflected in both the target and the inventory.
All reductions are calculated against this established baseline
to track year-over-year improvements and
ensure consistency in reporting.
The baseline mentioned above was determined through a comprehensive
assessment of emissions data
collected across all operational sites, covering both Scope 1 and Scope 2 emissions,
and selected Scope 3
categories. The 2019 baseline serves as a reference point for measuring progress
and tracking the
effectiveness of BRD's emissions reduction initiatives.
BRD Group has made progress towards achieving its target of a 55% reduction in
emissions by 2027,
achieving a 51.7% reduction by 2025, compared to the 2019 baseline.
This progress underscores the
effectiveness of the initiatives implemented, including energy efficiency measures, transitioning to
renewable energy sources, and optimizing the corporate vehicle fleet.
BRD Group has selected 2019 as the baseline year for its GHG
emissions reduction target due to its
operational stability and typical consumption levels. While 2020 was
a potential candidate for the
baseline, it was excluded due to the significant disruption
caused by the COVID-19 pandemic, which led
to abnormal consumption patterns and a reduction in overall operational
activity. This drastic reduction in
emissions and energy use in 2020 could have negatively influenced the data, making
it an unreliable
reference for normal operations. To ensure that the baseline is representative of typical activity levels,
2019 was chosen as it reflects a year of normal operational performance
without the external disruptions
16
that occurred in 2020. This baseline value was reviewed to ensure
that it reflects BRD Group's operational
emissions prior to any significant external factors or anomalies.
The target period spans from 2019 to 2027. In 2025 a reduction of 51.7% (as determined
using the same
methodology which was used to calculate the baseline year) was achieved
compared to the 2019 baseline
(2024 results: reduction of 45% compared to the 2019 baseline). Further
reviews and adjustments are
planned annually to ensure the Group remains on track to achieve
its final 2027 goal.
The target was defined using methodologies aligned with the best international practices,
including the
Greenhouse Gas Protocol. Data sources include internal energy consumption
reports, third-party audits,
and regulatory environmental disclosures. In developing the target EU Green Deal,
Paris Agreement, and
Romania’s national climate goals were considered. Assumptions include a stable regulatory environment,
continued adoption of energy-efficient technologies, and employee engagement in sustainability
initiatives.
Stakeholders, including internal specialized teams, and operational
managers were actively involved in
the target-setting process. Employee engagement initiatives, such as awareness
campaigns and training
sessions, also played a crucial role in shaping the target, ensuring alignment with
both business operations
and employee expectations.
Performance is monitored through the integrated environmental
management system, with annual reviews
conducted to track emissions, assess trends, and identify areas for further
improvement. Key metrics
include total CO
₂
emissions, energy efficiency indicators, and cost savings from energy reduction
initiatives. Progress remains on track, with ongoing measures such as
remote work policies (1 day per
week), energy-efficient infrastructure upgrades, and fleet greening programs supporting continued
reductions.
The target was not set based on conclusive scientific evidence.
No significant changes have been made to the target or its underlying measurement
methodologies since
its initial definition. However, data collection processes and emission factors have been refined
over time
to improve accuracy. Adjustments to operational strategies may occur based on evolving technologies,
regulatory updates, or new sustainability initiatives.
Decarbonization levers related to the target
BRD Group has identified several key decarbonization levers that will
contribute to the achievement of its
GHG emissions reduction target for its own operations. These levers include:
-
Energy Efficiency Improvements: The Group is implementing measures to reduce energy
consumption across its operations, including the optimization of energy use in office spaces
and
reducing the energy intensity of production processes. This lever will primarily contribute
to the
reduction of Scope 2 emissions (indirect emissions from purchased
energy).
-
Fuel Switching: BRD will transition to low-carbon or renewable fuels in its operations,
particularly for any remaining fossil fuel use. The move to electric vehicles
(EVs) and the
greening of the car fleet by adopting Battery Electric Vehicles (BEVs) and Plug-in Hybrid
Electric Vehicles (PHEVs) will significantly lower emissions in Scope 1 (direct emissions from
owned or controlled sources) by replacing traditional gasoline
or diesel vehicles.
-
Renewable Energy Adoption: One of the key actions will be to increase the use
of renewable
energy sources, such as solar or green electricity, in its operations, thereby reducing Scope 2
emissions. This includes potential on-site renewable energy generation and the purchase
of
renewable energy.
16
Information related to the contribution of each decarbonization
levers to the GHG reduction target is not
available.
-
Operational Optimization: enhancing operational efficiencies through technology
upgrades, such
as automation systems, which improve energy management and reduce overall
emissions.
For GHG emissions Scope 1, the greening of the car fleet (with BEVs/PHEVs)
and a reduction in fossil
fuel usage across BRD Group’s operations are expected to be the primary decarbonization measures.
Also, switching from fossil fuels to low-carbon or renewable fuels and enhancing
energy efficiency in
BRD’s building operations will also help reduce direct emissions. Transitioning to renewable energy
(solar, wind, and green energy) for BRD’s office buildings and operational facilities will significantly
reduce Scope 2 emissions. Additionally, energy-efficient equipment and technologies implemented across
operations will reduce energy demand, further decreasing Scope 2 emissions.
Use of new technology in achieving the target
To achieve the GHG emission reduction targets, BRD Group is investing in new technologies that will
accelerate decarbonization, particularly for Scope 1 and Scope 2
emissions. Some examples include:
-
Electric Vehicle (EV) Infrastructure: By adopting BEVs and PHEVs for the company’s car fleet,
BRD Group will reduce its Scope 1 emissions. In addition, the Group is investing
in charging
infrastructure to support these vehicles.
-
Energy-efficient Technologies: BRD will continue to implement advanced energy-efficient
technologies in buildings, such as smart building management
systems that optimize energy
consumption in real-time.
-
Data Analytics for Energy Optimization: The use of data analytics tools and IoT
devices will
enhance operational efficiencies and energy management, improving energy use efficiency and
reducing carbon intensity.
Targets alignment with Paris Agreement objectives
BRD Group has established two key targets to address its environmental impact:
(1) achieving EUR 2.4
billion in sustainable finance production by 2027 (more details are
included in chapter S4 “Consumers
and end users”) and (2) achieving a 55% - 11, 039 tons of CO2 - reduction in the carbon footprint
of its
own operations by 2027, compared to the 2019 baseline. The sustainable
finance target is grounded on
policy frameworks such as the EU Green Deal and Fit for 55. BRD
ensures that financed projects align
with sustainable development goals (SDGs), with a focus on climate
change mitigation and adaptation.
The own emissions reduction target is not science-based and has not been explicitly
aligned with limiting
global warming to 1.5°C, as outlined by the Science Based Targets initiative (SBTi) or other similar
frameworks.
The methodology used to determine these targets is primarily based on internal
assessments, industry
benchmarks, and alignment with SG Group ambitions, rather than a sectoral decarbonization
pathway.
BRD Group’s carbon reduction target for operational emissions is derived from an analysis of its
historical emissions, operational energy efficiency initiatives, and anticipated improvements in energy
procurement and building infrastructure. The sustainable finance
target is based on SG Group’s strategic
commitment to financing projects aligned with environmental and
social objectives, with a focus on
renewable energy, energy efficiency,
and green infrastructure.
Underlying climate and policy scenarios have been considered to a limited
extent in the target-setting
process. While BRD Group acknowledges the importance of regulatory
factors such as the EU Green
Deal, and the Taxonomy Regulation, the current targets are primarily based on achievable operational
improvements and projected market trends rather than detailed climate
scenario modelling.
In setting these targets, BRD Group has considered several critical assumptions,
including:
-
Future developments in regulatory factors: anticipated tightening of energy efficiency regulations
and environmental reporting requirements.
-
Technological advancements: the adoption of energy-efficient technologies and digital solutions
to reduce emissions across owned operations.
-
Changes in customer preferences and demand: an expected increase in demand
for green financial
products and services, supporting the sustainable finance goal.
-
Potential business growth: expansion of operations and potential changes
in energy consumption
patterns, which have been factored into reduction estimates.
BRD Group confirms that the GHG reduction targets have not been externally
assured, though internal
reviews and progress monitoring mechanisms are in place to track achievement
against the stated
objectives.
Climate Scenario
In setting up BRD Group’s GHG reduction target, climate scenarios were not explicitly considered as part
of the target-setting process.
While climate scenarios were not formally included in the initial target-setting phase, BRD Group
has
committed to reducing its carbon footprint in alignment with broader environmental
regulations and
market developments, including the EU Green Deal and EU climate targets. The focus of
the target is to
achieve a 55% reduction in GHG emissions by 2027, which reflects the
Group's ambition to contribute to
the global effort of reducing emissions and transitioning to a low-carbon economy.
Metrics related to climate change
This section presents the key metrics that have been identified as
material for tracking BRD Group’s
performance in relation to the material IROs. These metrics provide
insights into the effectiveness of
BRD Group’s IROs management strategies and its commitment to address climate change.
The calculations for energy consumption for BRD and Sogelease were made based
on the invoices
received by the suppliers. The data was afterwards inputted by the
internal teams based on the different
types of energy required by the reporting standard. For renewable energy, the explanation is provided
under the Contractual instruments used for the sale and purchase
of energy paragraph below. For BRD
AM, the data was provided by the owner of the building in which
BRD AM is located.
Table
5 - Energy Consumption and mix related to BRD Groupe Société Générale S.A. and
BRD
Sogelease
Energy Consumption and mix
Unit
Measure
2024
2025
Fuel consumption from coal and coal products
MWh
0
0
Fuel consumption from crude oil and petroleum products
MWh
336
243
Fuel consumption from natural gas
MWh
16,003
16,700
Fuel consumption from other fossil sources
MWh
0
0
Consumption of purchased or acquired electricity, heat, steam, and
cooling from fossil sources
MWh
1,630
1,128
Total fossil energy consumption
MWh
17,969
18,071
Share of fossil sources in total energy consumption
%
48%
51%
Consumption from nuclear sources
MWh
-
-
Share of consumption from nuclear sources in total energy
consumption
%
0
0
Fuel consumption for renewable sources, including biomass (also
comprising industrial and municipal waste of biologic origin, biogas,
renewable hydrogen, etc.)
MWh
0
0
Consumption of purchased or acquired electricity, heat, steam, and
cooling from renewable sources
MWh
19,465
17,281
The consumption of self-generated non-fuel renewable energy
MWh
0
0
Total renewable energy consumption
MWh
19,465
17,281
Share of renewable sources in total energy consumption
%
52%
49%
Total energy consumption
MWh
37,434
35,352
Table
6 - Energy Consumption and mix related to BRD Asset Management
Energy Consumption and mix
Unit
Measure
2024
2025
Fuel consumption from coal and coal products
MWh
0
0
Fuel consumption from crude oil and petroleum products
MWh
0
0
Fuel consumption from natural gas
MWh
37.56
46.22
Fuel consumption from other fossil sources
MWh
0
Consumption of purchased or acquired electricity, heat, steam, and
cooling from fossil sources
MWh
47.34
51.51
Total fossil energy consumption
MWh
84.90
97.73
Share of fossil sources in total energy consumption
%
100%
100%
Consumption from nuclear sources
MWh
0
0
Share of consumption from nuclear sources in total energy
consumption
%
0
0
Fuel consumption for renewable sources, including biomass (also
comprising industrial and municipal waste of biologic origin, biogas,
renewable hydrogen, etc.)
MWh
0
0
Consumption of purchased or acquired electricity, heat, steam, and
cooling from renewable sources
MWh
0
0
The consumption of self-generated non-fuel renewable energy
MWh
0
0
Total renewable energy consumption
MWh
0
0
Share of renewable sources in total energy consumption
%
0
0
Total energy consumption
MWh
84.90
97.73
Note to data related to “Energy Consumption and mix”:
The data includes diesel used for the generator and heating. The data is not
validated by an external body.
No assumptions were used.
Table
7 - Gross Scopes 1, 2, 3 and Total GHG emissions
BRD Group - Corporate carbon footprint
Scope
Activity Type
Reference year 2024
Reference year
2025
Unit
Scope 1
Stationary combustion – BRD Bank
3,355
3,420
tons CO
2
e
Scope 1
Stationary combustion – BRD AM
8
9
tons CO
2
e
Scope 1
Stationary combustion – BRD Sog
10
13
tons CO
2
e
Scope 1
Mobile combustion – BRD Bank
1,128
1,038
tons CO
2
e
Scope 1
Mobile combustion – BRD AM
9
9
tons CO
2
e
Scope 1
Mobile combustion – BRD Sog.
105
102
tons CO
2
e
Scope 1
Gross Scope 1 GHG emissions
4,615
4,586
tons CO
2
e
Scope 1
Percentage of GHG emissions
from regulated emission trading
schemes (%)
0
0
-
Scope 1
Biogenic emissions of CO
2
from
the combustion or biodegradation
of biomass not included in the
Scope 1 GHG emissions,
including emissions of other
types of GHG (in particular CH
4
and N
2
O)
0
0
tons CO
2
e
Scope 2
Purchased electricity (Location
Based) – BRD Bank
3,348
3,084
tons CO
2
e
Scope 2
Purchased electricity (Market
Based) – BRD Bank
0
0
tons CO
2
e
Scope 2
Purchased electricity (Location
Based) – BRD Sog.
35
22
tons CO
2
e
Scope 2
Purchased electricity (Market
Based) – BRD Sog.
0
0
tons CO
2
e
Scope 2
Purchased electricity (Location
Based) – BRD AM
11
9
tons CO
2
e
Scope 2
Purchased electricity (Market
Based) – BRD AM
8
10
tons CO
2
e
Scope 2
Purchased heat and steam – BRD
Bank
359
248
tons CO
2
e
Scope 2
Gross location-based Scope 2
GHG emissions
3,752
3,363
tons CO
2
e
Scope 2
Gross market-based Scope 2 GHG
emissions
367
258
tons CO
2
e
Scope 2
Biogenic emissions of CO
2
from
the combustion or biodegradation
of biomass not included in the
Scope 1 GHG emissions,
including emissions of other
N/A
N/A
tons CO
2
e
17
BRD Group - Corporate carbon footprint
Scope
Activity Type
Reference year 2024
Reference year
2025
Unit
types of GHG (in particular CH
4
and N
2
O)
Scope 3.1
Purchased Goods and Services
39,202
24,650
tons CO
2
e
Scope 3.2
Capital goods
-
-
tons CO
2
e
Scope 3.3
Fuel and energy-related Activities
(not included in Scope 1 or Scope
2)
1,858
1,279
tons CO
2
e
Scope 3.4
Upstream transportation and
distribution
-
-
tons CO
2
e
Scope 3.5
Waste generated in operations
2
1
tons CO
2
e
Scope 3.6
Business Travel
107
71
tons CO
2
e
Scope 3.7
Employee commuting (estimated
total)
3,439
1,702
tons CO
2
e
Scope 3.8
Upstream leased assets
-
tons CO
2
e
Scope 3.9
Downstream transportation
-
-
tons CO
2
e
Scope 3.10
Processing of sold products
-
-
tons CO
2
e
Scope 3.11
Use of sold products
-
-
tons CO
2
e
Scope 3.12
End-of-life treatment of sold
products
-
-
tons CO
2
e
Scope 3.13
Downstream leased assets
-
-
tons CO
2
e
Scope 3.14
Franchises
-
-
tons CO
2
e
Scope 3.15
Investments
1,752,781
1,403,052
tons CO
2
e
Scope 3
Total Gross indirect (Scope 3)
GHG emissions – BRD Group
1,797,389
1,430,755
tons CO
2
e
Total GHG emissions (location-
based)
1,805,756
1,438,704
tons CO
2
e
Total GHG emissions (market-
based)
1,802,371
1,435,600
tons CO
2
e
Note to data related to “Gross Scopes 1, 2, 3 and Total
GHG emissions”:
Methodology applied for the calculation of the GHG Emissions
from own operations – Scope 1,
Scope 2, Scope 3
17
Biogenic CO
₂
is disclosed as a separate category, but no quantitative value is reported
because the supplier does not provide a
biogenic CO
₂
emission factor.
BRD Groups calculate the GHG emissions from own operations based
on the indication provided by the
GHG Protocol Corporate Accounting and Reporting Standard. In the calculation
are included BRD
Groupe Societe Generale S.A., BRD Asset Management and BRD Sogelease.
BRD Group applies the operational control approach, which ensures
that emissions are accounted for
from operations that BRD Group has full control over, excluding those where BRD Group has an
interest
but no control.
For Scope 1 emissions (direct emissions from owned or controlled sources),
data on fuel consumption in
stationary combustion (e.g., boilers, diesel backup generators), mobile
combustion (e.g., vehicles), were
collected and processed. Emission factors for these categories were provided
from authoritative sources
such as Order no. 2.057/2020 (Romanian Ministry of Environment, Waters and Forest) completed and
amended in the case of natural gas consumption, and DEFRA
2025 datasets for fuels consumption.
For Scope 2 emissions (indirect emissions from purchased electricity), BRD
Group calculates emissions
using both location-based and market-based methods. The location-based
method uses the national
electricity grid emission factor published by ANRE, while the market-based
method reflects the emission
factor provided by the electricity provider companies serving BRD
Group operations.
In terms of Scope 3 emissions (indirect emissions across the value chain),
BRD Group employs a
combination of data and methodologies specific to each subcategory. In 2025, BRD Group updated its
methodology for calculating Scope 3.1 (Purchased Goods and Services)
emissions by applying emission
factors from the CEDA database, whereas the 2024 calculation was originally
based on emission factors
from the Exiobase and Ademe datasets. We replaced last year’s Exiobase/Ademe factors with CEDA for
the Scope 3.1 category to improve methodological fidelity and data quality. CEDA aligns with GHG
Protocol minimum boundary conditions and is among the thirdparty databases
recommended by the
standard; it offers countryspecific factors for the 2025 reference year and provides
a more granular
sectoral breakdown, thereby reducing the need for broad assumptions
and enhancing overall accuracy and
completeness. Using the revised methodology, total Scope 3.1 emissions for 2025 amount to 24,649.68
tCO
₂
e, compared with 39,201.78 tCO
₂
e originally calculated for 2024. The BRD Group recalculated the
2024 emissions figure using the updated CEDA emission factors,
resulting in 36,649 tCO
₂
e. The
difference between the originally disclosed 2024 figure (39,201.78 tCO
₂
e) and the revised comparative
figure (36,649 tCO
₂
e) is therefore 2,552.78 tCO
₂
e, representing a reduction of approximately 6.5%,
which is disclosed to ensure transparency and comparability following
the methodological change.
Emissions from fuel and energy activities (Scope 3.3), waste generated in operations
(Scope 3.5),
business travel (Scope 3.6), and employee commuting (Scope 3.7) were
calculated using emission factors
from the UK DEFRA 2025 dataset for disclosing 2025 metrics, while
for 2024 metrics we used UK
DEFRA 2024 dataset.
Based on the current data availability, approximately 5% of the reported Scope 3 emissions (excluding
Scope 3.15) are derived from primary, supplier
‑
specific information (Scope 3.3, 3.5), while the remaining
emissions are estimated using secondary data sources, spend -based method and
recognized emission
factors.
The calculation of the GHG emissions from own operations
is not validated by an external body other
than the assurance provider.
Contractual instruments used for the sale and purchase of energy
BRD Group calculates its Scope 2 GHG emissions using both the location-based
and market-based
methods, in accordance with the requirements of the GHG Protocol Scope 2 Guidance
(2015).
The location-based method uses the national electricity grid emission
factor published by ANRE. For
disclosing 2024 scope 2 location-based emissions we used the national
electricity emission factor
published by ANRE for 2023, while for 2025 scope 2 location-based emissions
we used 2024 emission
factor published by ESRS (as no availability for 2025 value). However, we assessed the difference
between emission factors published for 2023 and 2024 as not material
(172.21 g CO2/kwh vs 179.72 g
CO2/kwh), as such no restatement was needed for 2024 values as per ESRS requirements.
In contrast, the market-based method considers emissions from
electricity that BRD Group has
contractually purchased, considering the specific emissions profiles of
energy providers. BRD ensures the
credibility of its market-based emissions reporting by using Guarantees
of Origin (GOs) as proof of
purchasing renewable electricity. These GOs are contractual instruments that verify the renewable origin
of the electricity supplied to BRD, thus allowing the company to work
towards its target of reducing
market-based emissions in alignment with its sustainability commitments.
At Group level, based on a
total energy consumption of 17,332,192.78 kWh, approximately 99% of market based
Scope 2 GHG
emissions are associated with electricity purchased together with energy attribute
instruments, specifically
Guarantees of Origin.
Methodology applied for the calculation of financed emissions
The methodology used by BRD Group to calculate financed GHG emissions
is based on The Global
GHG Accounting and Reporting Standard Part A: Financed Emissions, Second
Edition, issued by
Partnership for Carbon Accounting Financials (further referred to as “PCAF methodology”).
This
approach provides a standardized, transparent, and consistent way
for financial institutions to assess the
greenhouse gas (GHG) emissions associated with their lending and investment
portfolios, which are
further included in Scope 3 emissions category. The PCAF methodology ensures that all relevant
emissions are included (completeness), consistent rules are applied across
financial institutions
(consistency), and the methods and sources are clearly communicated
(transparency).
BRD Group computes the financed emissions for the following asset classes,
as defined by the PCAF
standard: Sovereign, Equity, Corporate Bonds, Business loans, Vehicle loans, Mortgage loans,
Commercial real estate. Consumer loans (secured and unsecured), exposures
to municipalities, exposures
to central banks, exposures to supranational, financial derivatives, off-balance
sheet exposures are
excluded from the financed emissions calculation perimeter, in line with PCAF methodology.
To compute the financed emissions, BRD Group applies the following general formula: Emissions *
Attribution factor, where:
-
Emissions are defined as the actual GHG emissions of the counterparties.
Given the limited data
availability, most of the emissions are computed based on economic activity. For limited cases,
0.9% of total on-balance exposure, where information was available, emissions directly
reported
by the counterparties in their sustainability reports were considered.
-
Attribution factor determines the share of emissions of the borrower or
investee that are
attributable to BRD based on its financing. This factor is limited
to 1.
Depending on asset class, the components of the general formula are
defined as:
-
For Mortgage loans and Commercial real estate:
o
Emissions are computed by multiplying the surface of the property with
the emission
factor, taken over from the PCAF’s European building emission factor database. The
emission factor is based on country, property type and EPC rating.
o
Attribution factor is computed as the share of the on-balance exposure out of the
property
value at origination.
-
For Sovereign:
o
Emissions are the total country emissions taken over from the European
Commission’s
Emissions Database for Global Atmospheric Research (EDGAR).
o
Attribution factor is computed as the share of the on-balance exposure out of GDP
adjusted by purchasing power parity (GDP PPP) at country level. GDP
PPP is taken over
from World Bank’s
database.
-
For Business loans, Corporate bonds and Equity:
o
For 97.2% of total on-balance exposures in these asset classes, emissions
are computed
by multiplying the total revenue of the counterparty with the average emissions
(per
million revenue) of the industry in which the counterparty operates. The
average industry
emissions are determined using data published by the National Institute
of Statistics
(INS). In limited cases (2.8%), the Emissions were directly taken
over from the
sustainability reports of the counterparties.
o
Attribution factor is computed as the share of the on-balance exposure out of EVIC
(enterprise value including cash), or Total equity + Total debt, or Total
assets (depending
on data availability).
-
For Vehicle
loans:
o
Emissions are computed by multiplying the distance travelled by a motor vehicle
with the
emissions based on vehicle make, vehicle model, registration year and
fuel type, taken
over from the European Environment Agency (EEA) CO2 emissions
database
o
Attribution factor is computed as the share of the on-balance exposure out of the
motor
vehicle value at origination.
The methodology is susceptible to the effects of assumptions applied during financed
emission
calculations. The most significant assumptions are detailed below:
-
EPC rating was available for 42% of total mortgage loans and for 30%
of all Commercial Real
Estate Loans. Floor area was available for 99% of total mortgage loans
and 86% of all
Commercial Real Estate Loans. For cases where EPC rating or surface was
not available (for
Mortgage loans and Commercial Real Estate asset classes), an estimation of
such information was
considered, as further described below:
-
EPC rating:
o
Mortgage loans:
Collateral type
Average EPC rating
Single-family home
B
Multi-family home
B
Residential total
C
o
Commercial real estate: Average EPC rating is A, however the sample size is very low
(only 13 contracts).
-
Floor area:
o
Mortgage loans: Average surface is 73.96 m2.
o
Commercial real estate: Average surface is 9,001.52 m2.
-
For Mortgage loans and Commercial real estate:
o
There were limited cases when property value at origination was
missing from the Bank’s
database/systems. For such cases, the Attribution factor was set to
1, thus ensuring that
the entire Emissions generated by the respective collateral were attributed
to BRD.
-
For Business loans, Equity and Corporate bonds, the general procedure
for the calculation of
financed emissions, when no sufficient financial data of a counterparty was available,
is based on
the average intensity of emissions of similar exposures, grouped by subsidiary, asset class and
NACE code. If NACE code was not available, then the grouping is performed
by subsidiary and
asset class.
-
For Vehicle
loans:
o
Distance travelled by a motor vehicle was expertly established at 50,000
km/year.
o
If fuel type is electric, then the average emissions were expertly established
at 0.
o
When the allocation of Emissions based on vehicle make, model, registration
year and
fuel type is not possible (due to different naming conventions between Bank’s internal
database and Environment Agency CO2 emissions database), the allocated
Emissions
represent the average of emissions based on vehicle make, registration
year and fuel type.
If this allocation is still not possible, the allocated Emissions represent
the average of
emissions based on vehicle make and fuel type. If this allocation
is still not possible, the
allocated Emissions represent the average of emissions based on vehicle
make. If this
allocation is still not possible, the allocated Emissions represent the
average of emissions
based on fuel type. If this allocation is still not possible, the allocated Emissions
represent
the average of emissions based on registration year.
Table 8: Financed Emissions: PCAF ASSET CLASS
On Balance RON Equivalent
Financed Emissions tCO2
Emission Intensity per
MRON Financed
2024
2025
2024
2025
2024
2025
Business loans
17,292,065,865
18,771,095,551
1,123,106
802,473
64.9
42.8
Commercial Real
Estate
648,423,085
855,415,984
5,314
3,511
8.2
4.1
Corporate bonds
25,923,559
42,056,840
606
149
23.4
3.5
Equity
39,534,702
40,683,891
625
578
15.8
14.2
Mortgage loans
15,995,945,567
17,872,407,968
98,052
84,000
6.1
4.7
Sovereign
18,805,639,707
18,221,147,560
472,966
447,958
25.2
24.6
Vehicle loans
2,411,765,442
2,545,804,456
52,113
64,383
25.6
25.3
Total
55,219,297,929
58,348,612,251
1,752,781
1,403,052
31.7
24.0
Table 9: Financed Emissions: Split by data quality scores on each PCAF class (2024)
2024
DQS
(High = 1, Low =
5)
On Balance RON
Equivalent
Financed Emissions
tCO2
Emission Intensity MRON
Financed
Business loans
2
534,443,135
449,629
841.3
4
14,833,093,861
644,229
43.4
5
1,924,528,869
29,248
15.2
Commercial Real
Estate
5
648,423,085
5,314
8.2
Corporate bonds
2
9,990,298
410
41.0
4
9,004,657
68
7.6
5
6,928,604
128
18.4
Equity
4
38,254,966
605
15.8
5
1,279,736
20
15.3
Mortgage loans
5
15,995,945,567
98,052
6.1
Sovereign
2
18,805,639,707
472,966
25.2
Vehicle loans
5
2,411,765,442
52,113
21.6
Total
55,219,297,929
1,752,781
31.7
Table 10: Financed Emissions: Split by data quality scores on each PCAF class (2025)
2025
DQS
(High = 1, Low =
5)
On Balance RON
Equivalent
Financed Emissions
tCO2
Emission Intensity MRON
Financed
Business loans
2
322,536,826
127,110.1
394.1
4
16,447,356,071
624,432.4
38.0
5
2,001,202,653
50,930.4
25.4
Commercial Real
Estate
3
294,943,038
1,268.0
4.3
4
553,073,068
1,945.6
3.5
5
7,399,878
297.1
40.1
Corporate bonds
4
34,955,741
123.9
3.5
5
7,101,099
25.2
3.5
Equity
4
39,155,973
556.3
14.2
5
1,527,918
21.7
14.2
Mortgage loans
3
10,435,635,161
40,694.6
3.9
4
7,386,038,205
43,013.8
5.8
5
50,734,602
292
5.7
Sovereign
2
18,221,147,560
447,958
24.6
Vehicle loans
5
2,545,804,456
64,383
25.3
Total
58,348,612,251
1,403,052
24.0
While we are committed to transparency and accuracy in our reporting,
it is important to note that the
current data utilized in our financed emissions calculations includes
a significant proportion of estimates
and proxies based on limited data. This results in data quality scores
primarily in the lower range of the
PCAF scale. We acknowledge these limitations, and we are working to enhance the specificity and
reliability of our emissions data. Data quality and completeness
improved in 2025, as the collection rate
for EPC for the mortgage loan portfolio reached approximately 40%. New
production registers an EPC
collection rate of 99% since November 2024.
Table 11:
Financed Emissions: Split by key industries
Industry
Description
On Balance RON equivalent
Financed Emissions tCO2
Emission Intensity per
MRON Financed
2024
2025
2024
2025
2024
2025
Activities of
administrative and
support services
117,160,761
216,805,456
3,413
3,276
29.1
15.1
Agriculture,
hunting and
fishing
1,485,714,207
1,534,398,430
249,471
212,454
167.9
138.5
Construction
1,050,915,277
840,038,637
26,022
13,905
24.8
16.6
Cultural and
recreative
entertainment
activities
55,468,580
50,100,817
2,557
2,616
46.1
52.2
Education
18,600,604
16,033,605
1,003
706
53.9
44.0
Financial
intermediation and
assurance
777,224,526
1,136,428,262
1,977
5,260
2.5
4.6
Health and social
work
575,655,260
494,334,204
12,667
10,509
22.0
21.3
Hotels and
restaurants
480,809,087
577,772,513
4,782
3,167
9.9
5.5
Information and
communications
860,751,404
934,391,411
1,610
1,609
1.9
1.7
Manufacturing
3,442,555,204
3,865,135,774
179,380
228,386
52.1
59.1
Mining and
quarrying
20,835,383
9,316,566
2,638
3,068
126.6
329.3
Other service
activities
32,492,561
32,882,113
379
969
11.7
29.5
Production and
distribution of
electric and
thermal energy,
gas and warm
water and
conditioning air
1,267,069,022
1,607,366,362
497,544
183,693
392.7
114.3
Professional,
scientific and
technical activities
267,912,655
357,820,728
5,654
2,783
21.1
7.8
Public
administration and
defense
300,550
229,346
8
6
27.8
24.7
Real estate
transaction
166,250,769
327,962,804
355
544
2.1
1.7
Trade
5,751,368,801
5,750,279,982
24,569
20,998
4.3
3.7
Transport and
storage
840,667,975
923,765,666
61,329
65,071
73.0
70.4
Water distribution,
salubrity,
managing of waste,
decontaminate
activities
143,578,517
177,245,441
48,904
43,867
340.6
247.5
Other*
37,863,966,786
39,496,304,132
628,520
599,873
16.6
15.2
TOTAL
55,219,297,929
58,348,612,251
1,752,781
1,403,052
31.7
24.0
*”Other” include exposures on Commercial Real Estate, Mortgage
loans, Vehicle loans and Sovereign investments.
Percentage of portfolio covered by Financed Emissions calculation
from total portfolio: 76% in 2025 (78% in 2024).
Scope 3 GHG emissions and data sources
BRD Group calculates its Scope 3 GHG emissions using a combination
of primary and secondary data
source applying methodologies aligned with the GHG Protocol Corporate
Accounting and Reporting
Standard. The extent to which Scope 3 emissions are measured using inputs
from specific activities
within BRD’s upstream and downstream value chain varies by subcategory. For example, in the
calculation of emissions from purchased goods and services (Scope 3.1), BRD
primarily relies on an
expenditure-based method, using emission factors from the CEDA 2025
dataset, country specific.
Similarly, emissions from fuel and energy-related activities (Scope 3.3), waste generated in operations
(Scope 3.5), business travel (Scope 3.6), and employee commuting (Scope
3.7) are calculated based on
sector-specific factors derived from the UK DEFRA 2025 dataset. UK DEFRA 2025
dataset was used for
determining the metrics reported for 2025, while UK DEFRA
2024 dataset was used for determining the
metrics reported for 2024. The Scope 3 emissions are calculated predominantly
using primary data
obtained directly from suppliers and value chain partners, such as invoices
for purchased goods and
services, utility bills, and waste collection records. The use of secondary
data or industry averages is
limited and applied only where primary data is not available. However, in some instances, primary data
is
incorporated, such as direct reporting from suppliers or business partners
when available. For financed
emissions, BRD Group applies the PCAF methodology, which prioritizes the use of directly reported
emissions from counterparties whenever possible (for asset classes Business
loans, corporate bonds,
Equity), and country reported emissions (for Sovereign asset class).
In cases where reported emissions
data is unavailable, emissions are estimated based on economic
activity data, namely average industry
emissions per 1 million revenues, sourced from the National Institute of
Statistics. For secured loans (i.e.
Mortgage loans, Commercial Real Estate and Vehicle loans) emissions are computed based on emission
factors sourced from PCAF and European Environment Agency, respectively, by considering specific
collateral characteristics (as further detailed in the methodology section).
Type of Scope 3 GHG Emissions
BRD Group includes several Scope 3 GHG emissions categories in
its emissions inventory, ensuring
comprehensive coverage of its indirect emissions in alignment with
the GHG Protocol Corporate
Accounting and Reporting Standard. The following Scope 3 categories
are included in BRD’s inventory:
-
Purchased Goods and Services (Scope 3.1): Included based on the expenditure-based
method
using emission factors from the CEDA 2025 dataset. This category is
significant due to the nature
of BRD’s operations and procurement activities.
-
Fuel- and Energy-Related Activities (Scope 3.3): Included using data on fuel and
electricity
consumption, with emission factors sourced from the UK
DEFRA 2025 dataset. This category is
critical for understanding the upstream impacts of purchased energy.
-
Waste Generated in Operations (Scope 3.5): Included based on waste data reported by BRD and
emission factors from the UK DEFRA 2025 dataset. This category
is relevant considering the
waste management practices and number of agencies and branches
of BRD Group.
-
Business Travel (Scope 3.6): Included based on reported travel data (air and rail) processed using
emission factors from the UK DEFRA 2025 dataset. This category
is relevant due to frequent
employee business travel activities.
-
Employee Commuting (Scope 3.7): Included based on employee survey
data on commuting
habits and emission factors from the UK DEFRA 2025 dataset. This
category is relevant
considering the number of employees within BRD Group.
For financed emissions, BRD applies the Partnership for Carbon Accounting
Financials (PCAF)
methodology, which includes emissions from the following financial products:
-
Mortgage Loans and Commercial Real Estate: Included using data
from the PCAF European
building emission factor database. Significant emissions source due
to BRD’s lending portfolio.
-
Business Loans, Corporate Bonds, Equity, Project Finance: Included using industry-average
emission factors from the National Institute of Statistics (INS).
A key part of BRD’s investment
and lending activities.
-
Vehicle
Loans: Included using emission factors from the European Environment
Agency CO2
emissions database. Important for assessing transport-related emissions.
-
Sovereign Exposures: Included using country-level emissions
from the EDGAR database and
World Bank GDP data. Ensures full coverage of sovereign lending activities.
Excluded Scope 3 Categories and Justifications:
The following Scope 3 categories are excluded from BRD Group’s inventory:
-
Capital Goods (Scope 3.2): As a financial institution, BRD Group did
not report emissions under
Scope 3.2 – Capital Goods because the emissions associated with
capital goods were already
accounted for within Scope 3.1 – Purchased Goods and Services, based on
primary data from
invoices for goods and services procured during the reporting year.
-
Upstream and Downstream Transportation and Distribution (Scope 3.4 and Scope 3.9): Not
relevant to BRD Group’s core business model, as it does not manufacture or distribute physical
products.
-
Processing of Sold Products (Scope 3.10): BRD Group’s services do not result in physical
product processing, making this category irrelevant.
-
Use of Sold Products (Scope 3.11): BRD Group primarily offers financial products, which do not
directly result in emissions from product usage.
-
End-of-Life Treatment of Sold Products (Scope 3.12): Financial services do not produce physical
goods that require end-of-life considerations.
-
Downstream Leased Assets (Scope 3.13): These emissions were excluded
due to the immaterial
value of the investment property hold by BRD Group, because of the
ongoing rationalization of
its Retail branch network. Investment properties comprise several
commercial properties that are
leased to third parties (please refer to note 15. Property, plant and equipment, to the Consolidated
and Separate Financial Statements as at and for the year ended 31 December
2025).
-
Franchises (Scope 3.14): This category was excluded as BRD Group does not
operate any
franchise
‑
based business model. All banking operations are carried out directly
by BRD entities,
without independent franchisees; hence, no emissions arise from franchised
activities.
-
Investments (Scope 3.15) – Other than those already covered under financed
emissions: Financed
emissions are already comprehensively accounted for under the PCAF
methodology.
Table
12
Scope 3 Category
Included/Excluded
Calculation
Method
Data Sources /
Tools
Boundary
Purchased Goods and
Services
Included
Expenditure-
based
CEDA 2025
BRD controlled
procurement
Fuel- and Energy-Related
Activities
Included
Activity-based
UK DEFRA 2025
Consolidated group
Waste Generated in
Operations
Included
Activity-based
UK DEFRA 2025
BRD operations only
Business Travel
Included
Distance-based
UK DEFRA 2025
Controlled business
travel
Employee Commuting
Included
Survey-based
UK DEFRA 2025
BRD employees under
operational control
Upstream Transportation
& Distribution
Excluded
Not applicable
-
Not relevant to
financial services
Use of Sold Products
Excluded
Not applicable
-
Not relevant to
financial services
End-of-Life Treatment of
Sold Products
Excluded
Not applicable
-
Not relevant to
financial services
Financed Emissions
(Investments)
Included
Economic
activity-based
(primary method)
and directly
Data sources:
Internal data (e.g.
exposure value,
financial data of
Lending and
investment activities
reported
emissions
(limited cases).
The calculation
methodology
applied by the
Bank is based on
The Global GHG
Accounting and
Reporting
Standard Part A:
Financed
Emissions
(Second Edition),
issued by the
Partnership for
Carbon
Accounting
Financials (PCAF)
counterparties,
value of the
underlying asset at
origination date
(RRE, CRE, motor
vehicle loans), type
and details on the
underlying asset,
EPC rating and
surface of RRE and
CRE collaterals,
etc.).
External data (e.g.
emission factors,
average industry
emissions, country
emissions): PCAF,
National Institute of
Statistics, European
Commission, World
Bank, European
Environment
Agency
Tool: Financed
Emissions
Calculator (SQL
based tool)
GHG intensity based on net revenue
Table
13:
GHG intensity per net revenue
GHG intensity per net revenue
2024
2025
Total GHG emissions (location-based) per net
revenue (tCO2eq/million RON)
434.7
330.7
Total GHG emissions (market-based) per net
revenue (tCO2eq/million RON)
434.7
330.0
Table
14: GHG Emissions per net revenue
GHG Emissions per net revenue (million RON)
2024
2025
Net revenue used to calculate GHG intensity
4,032
4,350
Net revenue (other)
-
Total net revenue (in financial
statements)
4,032
4,350
Note to data related to “GHG Emissions based on net revenue”:
The GHG Intensity based on net revenue is determined by dividing
the total GHG emissions by net
revenue which is defined as net interest income, net fees and commission
and other operating income
(presented in the Financial Statements in the CONSOLIDATED AND SEPARATE
STATEMENT
OF
PROFIT OR LOSS for the year ended December 31, 2025, under
line Net banking income).
18
EU
T
AXONOMY
The EU Taxonomy is a cornerstone of the European Union’s (EU’s) sustainable finance framework, as it
helps direct investments to the economic activities most needed for
the transition, in line with the
European Green Deal objectives and defines criteria for economic activities
that are aligned with a net
zero trajectory by 2050 and the broader EU environmental goals.
On this basis, the EU Taxonomy is a classification system of economic activities that make a substantial
contribution to environmental sustainability and sets out the criteria
that an economic activity must meet
to qualify as environmentally sustainable (Article 3 of Regulation (EU)
2020/852):
Environmentally sustainable activities must:
1.
Significantly contribute to at least one of the six EU environmental objectives
(as defined in the
delegated regulation – Regulation (EU) 2020/852);
2.
Comply with the technical screening criteria for the EU environmental
objectives;
3.
Do No Significant Harm (“DNSH”) to the other five EU environmental
objectives;
4.
Meet Minimum Safeguards (“MS”).
R
EPORTING PERIMETER
The preparation of the EU Taxonomy reporting for the financial year ended 31 December 2025 (FY 2025)
is based on the prudential consolidation perimeter of BRD Group, determined
in accordance with
Regulation (EU) No 575/2013 (CRR). On this basis, the prudential consolidation
perimeter of BRD
Group
as of 31 December 2025 includes the parent company BRD Groupe Société
Générale S.A (“the
Bank” or “BRD”) and its fully consolidated subsidiary: BRD
Sogelease IFN S.A. (BRD Sogelease).
As of 31 December
2024, BRD Finance was
in a run-off process
finalized in 2025
(voluntary liquidation), with activity
kept at a minimum
level and no longer
classified as
financial institution, thus BRD
Finance was excluded from
the prudential consolidation
perimeter both at 31
December 2024 and 31
December 2025 (as by
the end of 2025,
BRD
Finance S.A. was liquidated).
B
ASIS
OF PREPARATION
BRD Group’s EU Taxonomy
Reporting for the financial year ended 31 December 2025 was
prepared in
accordance with Annex V, Annex VI and Annex XI of the Commission Delegated Regulation (EU)
2026/73 of 4 July 2025 amending Delegated Regulation (EU) 2021/2178
as regards the simplification of
the content and
presentation of information to be disclosed concerning environmentally
sustainable
activities and Delegated Regulations (EU) 2021/2139 and (EU) 2023/2486
as regards simplification of
certain
technical screening criteria for determining whether economic
activities cause no significant harm
to environmental objectives.
Commission Delegated Regulation (EU) 2026/73 is applicable for the
financial year 2025. However,
undertakings may apply Delegated Regulations (EU) 2021/2178, (EU)
2021/2139 and (EU) 2023/2486 as
applicable on 31 December 2025 for the financial year covering the
period from 1 January to 31
December
2025. BRD Group opted to apply for the financial year 2025, the amended
EU taxonomy
delegated regulation - Commission Delegated Regulation (EU) 2026/73.
18
BRD Asset Management SAI S.A. (BRD Asset Management) is included in the financial consolidation perimeter, but it is excluded from the prudential consolidation perimeter.
For the financial year ended 31 December 2024, BRD Group prepared
the EU Taxonomy reporting
according to Delegated Regulation (EU) 2021/2178. To enhance comparability, this report presents the
figures for 2024 in “Template 0. Summary of KPIs to be disclosed by credit institutions under Article 8
Taxonomy Regulation” as reported and also recalculated under the provisions of the Commission
Delegated Regulation (EU) 2026/73, as explained below.
M
AIN CHANGES BROUGHT BY
C
OMMISSION
D
ELEGATED
R
EGULATION
(EU)
2026/73
The main changes between the Commission Delegated Regulation (EU)
2026/73 (revised Delegated Act
on EU Taxonomy) and Delegated Regulation (EU) 2021/2178 that impact BRD Group’s EU Taxonomy
reporting for FY 2025 are described below.
Alignment of numerator and denominator
:
the revised Delegated Act on EU Taxonomy excludes
certain
exposures from both the numerator and the denominator of GAR
(assets not covered for GAR
calculation), for which it is not possible to carry out an assessment
of taxonomy-eligibility or taxonomy-
alignment.
The Key Performance Indicator (KPI) denominator includes
exposures to financial and non-
financial undertakings subject to Article 19a or 29a (CSRD
reporters or subsidiaries), households
and local governments (e.g., municipalities, local councils and other
public institutions).
Exposures
to financial and non-financial undertakings outside CSRD scope
must be excluded. Consequently,
financial undertakings must include within the scope of their KPIs those
exposures to counterparties that
are not individually subject to the reporting requirements under Article
19a of Directive 2013/34/EU, but
that nonetheless belong to a group which is subject to consolidated
reporting by a parent undertaking in
accordance with Article 29a of the same Directive. The criteria applied
at year-end 2024 for the
identification of CSRD-obligated undertakings continue to apply in
full at year-end 2025.
Total
on-balance sheet assets
as per the prudential reporting perimeter broken down by environmental
objective and by type of counterparty, are based on the following components:
Ø
GAR assets
: Loans and advances, debt securities and equity instruments (with
breakdown on
Financial undertakings, Non-Financial undertakings, Households,
and Local governments
financing, Collateral obtained by taking possession (residential and commercial
immovable
properties, and Exposures included on a voluntary basis (newly included
line as compared to the
disclosure requirements implemented by Delegated Regulation (EU) 2021/2178),
Ø
Assets not-covered for GAR calculation:
Central governments and Supranational issuers,
Central banks’ exposure, Trading Book, Undertakings and entities not subject to CSRD,
Derivatives, On demand interbank loans, Cash and cash-related
items and Other assets (e.g.
goodwill and commodities). According to Delegated Regulation (EU) 2026/73,
exposures for
such as derivatives, cash and cash equivalents, on demand bank loans, goodwill
or commodities,
are now excluded from the denominator of the KPIs of financial
undertakings.
Off balance-sheet exposures
, namely financial guarantees not reported by BRD Group for
the financial
year 2025 based on the materiality thresholds mentioned below.
Credit institutions may include counterparties that comply on a voluntary basis
with the
requirements laid down in Article 8 of Regulation (EU) 2020/852. Similarly, financial undertakings may
include in their KPIs exposures to those counterparties that finance specific
economic activities or assets
based on available information about the compliance of those economic
activities and assets with the
Taxonomy criteria.
For the financial year ended 31 December 2025, BRD Group has
not assessed exposures to counterparty
undertakings that comply on a voluntary basis with the requirements laid down
in Article 8 of Regulation
(EU) 2020/852.
Commission Delegated Regulation (EU) 2026/73 introduced materiality thresholds.
There are several
approaches to assessing quantitative materiality, based on exposures and on turnover.
Ø
Credit institutions may omit assessing whether the
on-balance sheet assets
whose use of
proceeds is known are taxonomy-eligible or taxonomy-aligned where the cumulative
value of
those assets is below 10 % of all on-balance sheet assets whose use of
proceeds is known, for
stock and flow. The assets shall be reported separately as non-material assets.
Ø
Credit institutions may omit assessing whether the
financial guarantees
supporting loans and
advances or debt securities whose use of proceeds is known are taxonomy-eligible
or taxonomy-
aligned where the cumulative value of those financial guarantees
is below 10 % of the value of all
financial guarantees supporting loans and advances or debt securities
whose use of proceeds.
These financial guarantees shall be reported separately as non-material.
Ø
Credit institutions may omit reporting the KPIs when the cumulative value of
the net turnover
generated by the activities covered by those KPIs is below 10 % of the total
net turnover of the
credit institution.
Ø
There are also similar materiality thresholds for Fees and Commissions KPI
and Trading Book
KPI. However, these KPIs shall only apply starting 2028.
Financial entities are required to report on non-material exposures separately
. In the contextual
information accompanying the reporting templates, undertakings should
clearly identify the assets and
activities considered non-material, consistent with materiality thresholds,
and provide an explanation of
the absence of materiality of those economic activities. To this end, financial entities may use the NACE
statistical classification of economic activities established by Regulation
(EC) No 1893/2006 of the
European Parliament and of the Council.
Financial entities are required to report on non-assessed exposures separately
. Financial entities are
required to report non-assessed exposures, with details on: financing of
non-material activities in
accordance with Article 7 (8) (a) and (b), financing counterparties reporting
in accordance with Article 7
(9), and exposures that are not assessed and considered not-material in accordance
with Article 7 (3).
Identifying whether counterparties that are not individually subject
to sustainability reporting under
Article 19a belong to a group falling under Article 29a requires a
significant and complex analysis of
group structures, parent
‑
subsidiary relationships, and consolidated CSRD reporting obligations.
As of the
2025 reporting cycle, this analysis is not yet fully completed for all relevant
counterparties.
To ensure the robustness and reliability of the taxonomy
‑
aligned KPI calculations, a phased approach has
been adopted, by prioritizing the assessment of counterparties that
are individually subject to Article 19a.
For the remaining counterparties for which group
‑
level CSRD applicability has not yet been determined,
BRD Group has applied a conservative data treatment consistent with
the principles of the revised
taxonomy regulation and has refrained from classifying exposures
as taxonomy
‑
aligned unless sufficient
information was available to support such classification.
During 2026, we will continue to enhance our data collection processes,
strengthen our methodology for
identifying groups subject to consolidated sustainability reporting under
Article 29a, and progressively
integrate this analysis into our internal systems. This staged approach reflects
both regulatory
expectations and the practical challenges associated with interpreting group
structures under the evolving
sustainability reporting landscape, while ensuring transparency and proportionality
in our taxonomy
disclosures.
The separate templates related to activities in the nuclear and fossil gas sectors
have been removed.
Instead, financial undertakings need to report their aggregated exposures
to nuclear and fossil fuel
activities in Template 2. GAR sector information.
BRD Group did not report on-balance sheet exposures to nuclear and fossil
activities at 31 December
2025 and at 31 December 2024.
The revised templates have been simplified.
They contain less detailed breakdowns for each
environmental objective. The template on GAR sector information has also
been simplified and now
credit institutions disclose in this template information only on top
ten exposures in the banking book
towards top ten sectors covered by the Taxonomy (NACE sectors 4 levels of detail), as well as exposures
to nuclear and fossil gas activities, as mentioned above.
For the avoidance of doubt, covered assets include, in accordance to Annex
VI of the Commission
Delegated Regulation (EU) 2026/73
,
the following categories of financial assets:
(a)
financial assets at amortised cost;
(b)
financial assets at fair value through other comprehensive income;
(c)
financial assets designated at fair value through profit or loss and
non-trading financial assets
mandatorily at fair value through profit or loss
(d)
and real estate collaterals obtained by credit institutions by taking possession
in exchange in of
cancellation of debts.
In the preparation of EU Taxonomy reporting for financial year 2025 (FY 2025), BRD Group reports the
assets mentioned at points a) and b) are presented at gross carrying
amount, while assets at points c), and
d) are presented at carrying amount (net).
BRD Group’s methodology for eligibility and alignment assessment is described in further detail in the
sections below.
For the purposes of the EU Taxonomy reporting for the financial year ended 31 December 2025, BRD
Group reports quantitative information on all six environmental objectives
listed below:
1.
Climate change mitigation (“CCM”)
2.
Climate change adaptation (“CCA”)
3.
Water and marine resources (“WTR”)
4.
The transition to a circular economy (“CE”)
5.
Pollution prevention and control (“PPC”)
6.
The protection and restoration of biodiversity and ecosystems (“BIO”)
However, there is currently insufficient publicly available data regarding the last four environmental
objectives, as such, the corresponding information is limited.
BRD Group’s quantitative disclosure consists of the following Templates:
Template 0. Summary of KPIs to be disclosed by credit institutions under Article 8 Taxonomy Regulation
Template 1. Assets for the calculation of GAR Stock (Turnover based disclosure)
Template 1. Assets for the calculation of GAR Stock (CapEx based disclosure)
Template 1. Assets for the calculation of GAR Flow (Turnover based disclosure)
Template 1. Assets for the calculation of GAR Flow (CapEx based disclosure)
Template 2. GAR sector information (Turnover based disclosure)
Template 2. GAR sector information (CapEx based disclosure)
Template 3. GAR KPI stock (Turnover based disclosure)
Template 3. GAR KPI stock (CapEx based disclosure)
Template 4. GAR KPI flow (Turnover based disclosure)
Template 4. GAR KPI flow (CapEx based disclosure)
BRD
G
ROUP
’
S
G
REEN
A
SSET
R
ATIO
(GAR)
GAR
EVOLUTION
Note
: The GAR evolution
at 31 December 2025
(FY 2025) compared to
31 December 2024
(FY 2024) is presented
on a like-to-like basis.
Consequently, KPIs at 31
December 2024
(FY 2024) were recalculated
based on the new methodology
as defined by the
revised
Delegated
Act
on EU
Taxonomy.
The reported and recalculated
KPIs for the previous
reporting period are presented
below,
in
T
EMPLATE
0.
Summary Of KPIs To
Be Disclosed By Credit
Institutions Under Article 8
Taxonomy
Regulation
.
Ø
GAR
S
TOCK
Based on turnover KPI, at 31 December 2025, 0.64% of BRD
Group’s total covered assets are considered
aligned compared to 0.43% in the previous reporting period. The
evolution is due to the +68% YoY
increase in aligned exposures to RON 274.7m at 31 December 2025 versus
RON 163.3m at 31 December
2024, mostly due to the positive contribution of FUs.
The CapEx-based KPI was 1.58% at 31 December 2025 vs 2.00% at
31 December 2024 (recalculated),
resulting from increased activity with FUs.
On this basis, as at 31 December 2025:
●
Turnover based total aligned exposures amounting to RON 274.7m (vs. RON 163.3m at 31
December 2024), comprise of:
o
Unknown Use of Proceeds (UoP) to Non-Financial Undertakings (NFUs)
in amount of
RON 93.0m (vs. RON 86.2m at 31 December 2024), representing 3.44% of
NFUs’ loans
and advances gross carrying amount, vs. 3.59% at 31 December
2024.
o
Unknown UoP to Financial Undertakings (FUs) in amount of RON 181.8m
(vs. RON
77.1m at 31 December 2024), representing 2.11% of FUs’ loans and advances gross
carrying amount, vs. 1.12% at 31 December 2024.
●
CapEx-based aligned exposures amounting to RON 681.9m (vs. RON
760.6 m at 31
December 2024), comprise of:
o
Unknown UoP to NFUs in amount of RON 466.9m (vs. RON 661.4m at
31 December
2024) representing 17.28% of NFUs’ loans and advances gross
carrying amount, vs.
27.54% at 31 December 2024
o
Unknown UoP to FUs in amount of RON 215m (vs. RON 99.2m at 31 December
2024),
representing 2.50% of FUs’ loans and advances gross carrying amount
vs. 1.44% at 31
December 2024.
The changes introduced by the revised Delegated Act on EU Taxonomy have not impacted the value of
aligned exposures for the previous reporting period.
Ø
GAR
F
LOW
GAR flow calculation methodology differs depending on the type of exposure, as
follows:
●
Loans and advances to Households and NFUs: GAR flow was calculated
as new year-on-year
production (i.e. newly incurred flows);
●
For revolving credit facilities, given the absence of a reliable mechanism
to isolate newly
originated exposures during the reporting year, the flow was calculated using the month on
month variation in outstanding balances over 2025.
●
Exposures to FUs and Debt securities: GAR flow was calculated
as positive year-on-year
variation; negative year-on-year variation was not included in the flow;
●
Central governments and supranational issuers, Central banks exposure,
Trading book, On
demand interbank loans, Cash and cash-related assets, and Other categories
of assets (e.g.
Goodwill): GAR flow was computed as positive year-on-year variation.
For FY 2025, the turnover-based KPI for GAR (flow) amounted to 0.86%
of total covered assets vs.
0.59% for FY 2024 recalculated. The CapEx-based KPI
for GAR (flow) was 1.00% of total covered
assets (1.25% for FY 2024 recalculated).
C
HANGES IN
2024
GAR
KPI
S DUE TO
R
EVISED
DDA
As a result of the changes in methodology impacting the calculation
of GAR assets and the KPI
denominator, at 31 December 2024, total GAR assets decreased to RON 38.0bn (41.94% of
total assets)
from RON 63.4bn (70.01% of total assets) reported according to the requirements
of the previous
delegated regulation. The decline is due to the elimination of assets amounting
to RON 25.4bn from the
KPI denominator. These assets were comprised of exposures to Financial and Non-Financial undertakings
(RON 20.3bn, largely related to SMEs and Non-financial counterparties (NFC) not
subject to Non-
Financial Reporting Directive (NFRD) disclosure), Cash and cash-related
assets (RON 2.4 bn), Other
categories of assets like Goodwill (RON 2.2bn) and On demand
interbank loans (RON 0.4bn).
Eligible assets and aligned assets have remained unchanged, at RON 17.64bn
and RON 163.3m
respectively for 31 December 2024. Consequently, the weight of eligible and aligned assets has
significantly increased. The percentage of taxonomy-eligible assets
for turnover-based exposures
increased to 46.43% from 27.82% previously reported. The recalculated percentage
of capex-based
eligible exposures is 48.98% versus 29.34% previously reported.
As a result of the alignment of GAR assets in scope for the KPI numerator
and the denominator, GAR
KPI Stock based (Turnover-based) was revised to 0.43% from 0.26%, while GAR KPI
Stock based on the
(CapEx-based) was revised to 2.00% from 1.20%. GAR KPI
Flow (Turnover-based) was revised to
0.59% from 0.34%, while GAR KPI Flow (CapEx-based) was revised
to 1.25% from 0.71%.
Disclosure reference date/31.12.2024
KPI (1)
(%)
KPI (2)
(%)
% coverage (over
total assets)
(3)
(%)
non assessed
exposures (% of
covered assets) (4)
(%)
non assessed
exposures (% of
covered assets) (4)
(%)
Turnover-based
CapEx-based
Turnover-based
CapEx-based
Turnover-based
CapEx-based
Main KPI
Green asset ratio
(GAR) stock
163,254
760,599
0.43%
2.00%
41.94%
KPI (1)
(%)
KPI (2)
(%)
% coverage (over
total assets)
(3)
(%)
non assessed
exposures (% of
covered assets) (4)
(%)
non assessed
exposures (% of
covered assets) (4)
(%)
Turnover-based
CapEx-based
Turnover-based
CapEx-based
Turnover-based
CapEx-based
Additional KPIs
GAR (flow)
44,796
94,284
0.59%
1.25%
52.2%
Trading book
Financial guarantees
182,949
949,583
7.06%
36.64%
Assets under management
Fees and commissions income (5)
Total exposure to
Taxonomy
aligned activities (RON
thousand)
Total exposure to
Taxonomy
aligned activities (RON
thousand)
Disclosure reference date/31.12.2024
KPI (1)
(%)
KPI (2)
(%)
% coverage (over
total assets)
(3)
(%)
non assessed
exposures (% of
covered assets) (4)
(%)
non assessed
exposures (% of
covered assets) (4)
(%)
Turnover-based
CapEx-based
Turnover-based
CapEx-based
Turnover-based
CapEx-based
Main KPI
Green asset ratio
(GAR) stock
163,254
760,599
0.26%
1.20%
70.01%
KPI (1)
(%)
KPI (2)
(%)
% coverage (over
total assets)
(3)
(%)
non assessed
exposures (% of
covered assets) (4)
(%)
non assessed
exposures (% of
covered assets) (4)
(%)
Turnover-based
CapEx-based
Turnover-based
CapEx-based
Turnover-based
CapEx-based
Additional KPIs
GAR (flow)
44,796
94,284
0.34%
0.71%
52.19%
Trading book
Financial guarantees
182,949
949,583
7.06%
36.64%
Assets under management
Fees and commissions income (5)
Total exposure to
Taxonomy
aligned activities (RON
thousand)
Total exposure to
Taxonomy
aligned activities (RON
thousand)
T
EMPLATE
0.
S
UMMARY OF
KPI
S TO BE DISCLOSED
BY CREDIT INSTITUTIONS UNDER
A
RTICLE
8
T
AXONOMY
R
EGULATION
AT
31
D
ECEMBER
2024
(R
ECALCULATED
)
T
EMPLATE
0.
S
UMMARY OF
KPI
S TO BE DISCLOSED
BY CREDIT INSTITUTIONS UNDER
A
RTICLE
8
T
AXONOMY
R
EGULATION
AT
31
D
ECEMBER
2024
(R
EPORTED
)
(1) based on the Turnover KPI of the counterparty
(2) based on the CapEx KPI of the counterparty
(3) % of assets covered by the KPI over banks´
total assets
(4) in accordance with Article 7(8) of this Regulation
(5) Fees and commissions income from services
other than lending and AuM
F
INANCIAL
G
UARANTEES
KPI
A significant change introduced by Commission Delegated Regulation
(EU) 2026/73 provides the option
for reporting credit institutions not to disclose the KPIs set out in Annex
V where the aggregate net
turnover generated by the activities underlying those KPIs represents
10% or less of the institution’s total
net turnover, in accordance with the applicable regulatory requirements.
In this context, the Group assessed its off-balance sheet commission income, as reported
in the
consolidated statement of comprehensive income for the financial
year ended 31 December 2025, and
concluded that the related contribution falls below the applicable de
minimis threshold of 10%. As a
result, the Group has not disclosed the off balance sheet KPI as at 31 December
2025 in any of the
relevant disclosure views.
Accordingly, the corresponding rows in Templates 1 and 5 as at 31 December 2025, as presented below
(across all applicable views), have not been completed.
BRD
G
ROUP
’
S PORTFOLIO ELIGIBILITY ASSESSMENT
Taxonomy eligible economic activities are determined based on the nature of the economic activity of
each relevant counterparty. If the economic activity belongs to the list of economic activities described in
the delegated acts adopted pursuant to articles
10(3), 11(3), 12(2), Article 13(2), 14(2), and 15(2), of
Regulation (EU) 2020/852, the economic activity is deemed Taxonomy eligible.
The eligibility of an economic activity is determined irrespective of
whether that economic activity meets
any or all of the technical screening criteria laid down in the relevant delegated
acts.
For the preparation of the EU Taxonomy reporting for the financial year ended December 2025, BRD
Group has adopted the below eligibility assessment methodology by counterparty
type:
●
Exposures to FUs and NFUs subject to the CSRD reporting requirements:
o
Unknown Use of Proceeds (UoP) – the exposure is multiplied by the eligibility
percentage of turnover and Capex, as per counterparty disclosure;
o
Known Use of Proceeds – the object or service financed must meet the eligibility
criteria according to the EU Taxonomy;
●
Households: Mortgage loan exposures are considered fully eligible
in accordance with the
Commission Delegated Regulation (EU) 2021/2178 Annex V, 1.2.1.3.
●
Local governments: Due to insufficient project-level data, BRD Group encountered
difficulties in assessing known UoP exposures to local governments, limiting its ability
to
assess eligibility
The eligibility of BRD Group’s total covered assets is as follows:
●
Turnover-based eligible exposures: 47.85% at 31 December 2025 vs. 46.43% at 31 December
2024 (recalculated)
●
CAPEX-based eligible exposures: 50.23% at 31 December 2025 vs. 48.98%
at 31 December
2024 (recalculated).
At 31 December 2025, the turnover-based eligible exposures to FUs
and NFUs amounted to RON 2.9bn
(vs RON 1.8bn at 31 December 2024), 25.72% of total exposures
to these counterparties (vs 18.94% at 31
December 2024). The CapEx-based eligible exposures to FUs and NFUs
amounted to RON 3.9bn (vs.
RON 2.7bn at 31 December 2024), 34.84% of total exposure to
these counterparties (vs 29.37% at 31
December 2024).
Out of the total eligible exposures, known use exposures amounted to RON
504.2m, accounting for
17.35% of turnover-based taxonomy-eligible exposures and 12.80%
of CapEx-based exposures to FUs
and NFUs. At 31 December 2024, eligible known use of proceeds exposures
were RON 2.4m, 0.14% of
Turnover-based exposures and 0.09% of CapEx-based exposures to FUs and NFUs, reflecting
data
limitations regarding project-level data necessary for assessing
eligibility.
BRD
G
ROUP PORTFOLIO ALIGNMENT ASSESSMENT
Taxonomy-aligned economic activities are determined based on their compliance with the requirements
laid down in Article 3 of Regulation (EU) 2020/852, referred to below.
According to Article 3, for the purposes of establishing the degree
to which an investment is
environmentally sustainable (interpreted as aligned), an economic
activity shall qualify as
environmentally sustainable where that economic activity:
●
Contributes substantially (Significant Contribution – SC) to one or more
of the environmental
objectives set out in Article 9 in accordance with Article 10 to 16;
●
Does not significantly harm (Do No Significant Harm – DNSH) any of
the environmental
objectives set out in Article 9 in accordance with Article 17;
●
Is carried out in compliance with the minimum safeguards (Minimum
Safeguards – “MS”) laid
down in Article 18; and
●
Complies with technical screening criteria that have been established by the
Commission in
accordance with Article 10(3), 11(3), 12(2), 13(2), 14(2) or 15(2).
D
ATA
LIMITATIONS
For Unknown UoP exposures, BRD Group took into account the relevant
Taxonomy KPIs for Taxonomy
eligibility and Taxonomy alignment that were disclosed by the counterparties. These relevant Taxonomy
CAPEX-based and turnover-based KPIs for non-financial counterparties,
as well as Taxonomy-specific
KPIs for financial counterparties were collected through an internal data
collection process.
BRD Group encountered difficulties in assessing known use of proceeds exposures, as
a result of
insufficient project-level data, limiting the ability to determine Taxonomy-eligible and Taxonomy-aligned
allocation.
BRD Group’s eligibility and alignment of its exposures to FUs and NFUs is based on publicly available
information disclosed by the relevant counterparties. One limitation
is that data for the financial year
ended 31 December 2025 is not available when this analysis was performed
for the preparation of this
report, therefore the analysis is based on relevant counterparty disclosure
as at 31 December 2024.
The application scope of the revised EU Taxonomy Disclosures Regulation is currently limited by
legislation, specifically the counterparties in scope of CSRD.
For BRD Group, this limitation means that
an important portion of the portfolio, including counterparties not subject
to CSRD requirements, cannot
presently be factored into the Green Asset Ratio (GAR).
For the EU Taxonomy reporting as of 31 December 2025, BRD Group encountered difficulties in
demonstrating the Taxonomy alignment of its mortgage portfolio, particularly concerning the Do No
Significant Harm (DNSH) criterion, as a result of data limitations. Hence,
the Group has opted for a
conservative approach and assessed its mortgage portfolio as not aligned.
BRD Group remains committed
to further refining its data collection, processing, and methodology in order
to facilitate alignment
assessment in the future.
The EU Taxonomy is a complex framework, and there are still on-going guidance and clarifications
issued, such as the FAQs issued by the European Commission, offering additional clarity. These
developments are regularly reviewed by BRD Group. The disclosure for 2025,
pursuant to Commission
Delegated Regulation (EU) 2026/73, reflects BRD Group’s current interpretation of this framework. The
European Commission's FAQs were considered, provided they do not exceed or contradict the
requirements set forth in the revised Taxonomy Regulation, or previous FAQs.
8.3.
S
OCIAL
I
NFORMATION
O
WN
W
ORKFORCE
This chapter includes details on the identified impacts, risks, and opportunities
(IROs) related to Own
Workforce, as well as the corresponding policies, actions, metrics and targets. Furthermore, BRD Group’s
progress and the result of the policies, actions and targets is also presented
.
The information reported under this chapter refers to all employees
and non-employees that could be
influenced by BRD Group activities, unless otherwise stated.
Strategy
The business strategy of BRD Group includes a pillar dedicated to People Ambition,
confirming the
strategic role of human capital in the overall development of the
Group.
In line with BRD Group’s transformation, its commitment to support employees and managers is
consistently aligned with fostering a culture of performance, prioritizing
the continuous development of
competences through targeted upskilling and reskilling initiatives, ensuring our workforce
remains agile
and future ready. Within this strategy,
the Bank does not only develop and retain experts but also
strengthen its capacity for innovation and growth. These efforts are further reinforced
by a focus on
simplification - streamlining, automating, and digitalizing processes to
create seamless experiences for
our clients and empowering our people.
To identify and assess actual and potential impacts on our workforce, BRD Group has established
processes aligned with ESRS 2 IRO-1. These processes include systematic
engagement with employees,
analysis of workforce-related risks, and the integration of workforce insights
into decision-making
frameworks. The outcomes of this approach ensure that BRD
Group can proactively identify areas of
concern, anticipate potential challenges and address workforce
impacts effectively.
Impacts Related to Own Workforce
S1-SBM 3-13 a, S1-SBM 3-16
The
double
materiality
assessment
(DMA)
updates
confirm
that
the
wellbeing
and
development
of
our
people
remain
closely
connected
to
BRD
Group’s
strategy
and
business
model.
In
an
increasingly
challenging macroeconomic and geopolitical landscape, defined by heightened tension, uncertainty, global
fragmentation,
tax
volatility,
consolidation
across
the
banking
sector,
and
accelerating
digital
transformation, the
Bank must continually
adapt its organisational
structure and
operating model
to boost
efficiency and to
safeguard resilience and future
growth. In this
wider context, as
the organisation continues
to evolve, the
assessment shows that short-to medium-term
effects can cause pressure on
employees, can
create uncertainty, influence
morale, and potentially increase turnover in areas undergoing change. These
insights
directly
inform
the
Bank’s
strategic
workforce
planning,
reinforcing
the
need
for
transparent
communication, responsible
restructuring, and
the expansion
of internal
mobility,
upskilling, and
reskilling
opportunities.
At
the
same
time,
the
DMA
highlights
positive
drivers
within
the
Bank’s
culture:
strong
social
dialogue,
respect for freedom of association and effective collective bargaining all help employees feel informed and
represented,
ensuring
a
supportive
and
collaborative
workplace
environment
despite
these
structural
initiatives.
Conversely,
areas
such
as
health
and
safety,
training
and
gender
equality
reveal
where
continued attention is
needed. This guides
us to reinforce
our policies, strengthen preventive
measures and
advance our Diversity,
Equity and Inclusion commitments.
Considering the risk
associated with
training and skills
development, this
area continues
to be a
strategic
priority.
Strengthening employee
capabilities
is essential
for BRD
Group to
foster
innovation and
ensure
long-term
organizational
resilience.
By
broadening
access
to
learning
opportunities,
accelerating
the
development
of
digital
competencies,
and
promoting
effective
leadership
pathways,
we
can
empower
employees to adapt, grow,
and succeed in an environment that is evolving at an unprecedented
pace.
These identified impacts contribute to
the ongoing adaptation of BRD
Group’s strategy and business model
through:
●
Strengthening our internal policy: Employee feedback and DMA results help adjust policies related
to job
security,
well-being,
working
conditions,
equal
pay and
health
and
safety.
These
updates
ensure that our internal rules and practices reflect what
truly matters to our people.
●
Expanding leadership and skills development Initiatives:
Findings on training needs and emerging
skills
have
led
us
to
broaden
our
development
programs—supporting
leaders
at
every
level,
promoting
continuous
learning
and
preparing
employees
for
changing
roles
as
digitalisation
accelerates.
●
Enhancing
workforce
stability,
flexibility
and
accessibility:
We
are
committed
to
create
a
more
accessible
and supportive
work environment,
with
stable
employment
practices,
flexible working
models, and strengthened inclusion measures for all employees.
Activities Resulting in Positive Impacts
S1-SBM 3-14 c
BRD Group undertakes a wide range of activities that generate material positive
impacts on its workforce,
reflecting its commitment to creating a safe, equitable, and engaging
work environment. Employees at all
levels
benefit from these activities — junior staff, specialists, senior professionals,
and managers — by
enhancing their skills, engagement, and sense of inclusion.
A key area of positive impact is the respect for freedom of association
and active employee participation.
Through work councils and other representative structures, employees
are encouraged to organize and
engage in decisions that affect their work and professional environment. This not only
strengthens
transparency and trust but also fosters a collaborative culture, where
employees feel their voices are
valued in shaping the organization’s development. Complementing this, BRD Group maintains effective
collective bargaining processes, ensuring fair rights, equitable working conditions,
and contractual
protections that contribute to workforce stability and long-term loyalty. These mechanisms underpin a
resilient and supportive workplace that benefits all employees, while
reinforcing compliance with labour
regulations and social dialogue standards across the Group.
Activities resulting in negative impacts
S1-SBM 3.14-b
The DMA highlighted several areas where BRD Group’s workforce may experience negative impacts,
including secure employment, health and safety and gender equality. These impacts reflect structural and
organizational dynamics within the Group rather than isolated incidents.
Secure employment is influenced by the effects of optimizing business structures
and simplifying
processes, driven by external and strategic pressures. While these structure
optimisations are essential for
maintaining a sustainable and competitive business model, they can
also generate uncertainty among
employees, affecting morale and overall productivity. Similarly, challenges related to ensuring good
wellbeing may arise across teams as role evolves. Gender-related pay
gaps and unequal opportunities
reflect structural patterns that require continuous attention. These negative
impacts are specific to BRD
Group’s internal operations and reflect recurring organizational challenges that require proactive and
ongoing management.
In response, BRD Group has embedded strategic initiatives into its business
model to address these
systemic impacts. Measures to strengthen job security during transformation
projects, enhance wellbeing
and reinforce health and safety, promote gender equality are designed to mitigate risks, prevent
recurrence, and support employees consistently across the organization. These actions
demonstrate BRD
Group’s commitment to managing workforce-related impacts responsibly while maintaining operational
resilience and preparing the organization for long-term success.
Risks Related to Own Workforce
S1-SBM 3-13 b, S1-SBM-14 d, S1-SBM 3-16
The wellbeing, stability, and development of BRD Group’s workforce are central to the resilience of its
business model and the delivery of its long-term strategy. Across Europe, rising stress levels driven by
economic pressures and demanding work environments continue to
pose a challenge to employee
wellbeing, productivity, and retention. Elevated stress level is expected to be reflected in the annual
employee Barometer deployed across SG Group, including BRD, reinforcing
the need to proactively
address these issues.
In response, BRD Group implemented the MIND BRD – Wellbeing and Stress Prevention program in
collaboration with Regina Maria Health Network. This initiative strengthens
employee resilience and is
closely linked to maintaining secure and stable employment conditions, which
are essential for
operational continuity and organizational performance.
The DMA further identified secure employment as a material area of risk,
particularly in the context of
BRD Group’s broader transformation initiatives. The ongoing optimization of business structures and the
accelerated digitalization of banking services are reshaping traditional roles,
creating a need for new skills
in areas such as data analytics, cybersecurity, and digital client services. This transformation may lead to
temporary or permanent adjustments in workforce composition, which, if not
carefully managed, could
affect employee morale, increase turnover, and influence BRD Group’s positioning as a secure and
attractive employer.
These findings highlight the interdependence between job security, workforce planning, and the ability to
achieve strategic objectives, demonstrating that maintaining a skilled,
stable, and adaptable workforce is
central to the success of BRD Group’s business model.
Training and skills development emerged as another key material risk. Inadequate access to training or
education could leave employees without the competencies necessary
to perform their roles effectively,
limiting productivity, hindering innovation, and potentially affecting financial performance. As BRD
Group continues its digital transformation, the demand for up-to-date skills
becomes even more pressing,
making workforce development a strategic imperative. The Group’s People Ambition pillar addresses
these challenges by embedding continuous learning into the organizational culture.
Comprehensive
training programs, spanning technical banking expertise, digital
and data skills, operational excellence,
regulatory knowledge, and leadership development, equip employees
to meet evolving business needs.
Certification programs and structured learning pathways ensure competencies
are developed in line with
role requirements, while internal mobility, upskilling, and reskilling initiatives allow employees to
transition successfully into new roles, mitigating redundancy risks and
preserving institutional
knowledge. At the same time, managers are empowered to play an active
role in talent development,
fostering a feedback-rich environment that encourages self-development,
engagement, and leadership
growth.
Through these integrated efforts, BRD Group transforms workforce-related risks into strategic
opportunities, enhancing employee engagement, ensuring long-term employability, strengthening
wellbeing, and equipping the organization to adapt to technological, regulatory, and market changes. This
close alignment between workforce management, talent development,
and strategic objectives
demonstrates how impacts and risks identified through the DMA
are systematically addressed within
BRD Group’s strategy and business model, reinforcing both organizational resilience and sustainable
growth.
Operation at Risk of Incidents of Forced Labour or Compulsory labour, and Child Labour
S1-SBM 3-14 f, g
BRD Group has no such operations and is committed to maintaining
high ethical standards and
compliance with national laws regarding forced labour and child labour. BRD Group has established strict
internal policies that prohibit any form of forced labour or child labour within
its own workforce. These
policies are regularly reviewed to ensure alignment with current legal
requirements. BRD Group provides
a fair, safe, and respectful work environment for all employees and actively monitors and enforces these
policies to prevent any violations. Considering its business model, BRD
Group didn’t identify operations
at significant risk of incidents of forced labour or compulsory labour, and child labour.
Categories of Vulnerable People
S1-SBM 3-15
Based on the materiality assessment, BRD Group identified that the gender
pay gap represents a negative
impact at organizational level, while comparisons between employees performing
similar roles do not
show significant disparities.
This indicates that the gap is driven primarily by differences in role and
function distribution between women and men across the organization, rather than
unequal pay for
comparable work.
To understand which employees may be more exposed to this impact, the Group analyzed workforce
demographics, representation by seniority level, and career progression pathways.
The assessment
showed that the risk is linked primarily to structural representation differences, as
women are less present
in higher paid senior, technical, or specialist positions and more concentrated in functions with
lower
average remuneration. These insights allow BRD Group to target measures that address
underlying
structural drivers - such as improving gender balance in leadership, strengthening
access to development
opportunities, and supporting equitable career progression.
Impacts, risks and opportunities management
Type of IRO
Material IRO
Policies
Actions
Metrics
Targets
Negative Impact related
to secure employment
(actual)
In an increasingly
challenging
macroeconomic and
geopolitical landscape,
defined by heightened
tension, uncertainty, global
fragmentation, tax volatility,
industry consolidation, and
accelerating digital
transformation, the Bank
must continually adapt its
organizational structure
and operating model to
safeguard resilience and
future growth, leading to
temporary job insecurity.
Human Resources Policy
Internal mobility initiatives:
Focusing on internal
mobility and events
focused on upskilling and
reskilling
Post-termination initiatives:
eligibility for bonuses, six-
months medical
subscription, access to
training programs
Employees broken
down by gender and
type of employment
Employee turnover
Social Protection
Not established
Risk related to secure
employment
A deterioration in
employees’ perception of
secure employment within
the organization and
banking sector creates a
material risk of increased
turnover, reduced
workforce stability, and
potential disruption to
BRD’s operational
continuity and
performance.
Human Resources Policy
Positive Impact related to
Freedom of association,
the existence of works
councils and the
information, consultation
and participation rights
of workers (actual)
The impact may manifest
through respecting
employees' rights to
organize and actively
participate in decisions that
concern them, through
works councils and similar
structures
Human Resources Policy
Promotion of union
membership and
awareness among
employees
Regular structured
dialogue between top
management and trade
union representatives
Supporting Effective Trade
Union Functioning and
Member Engagement
Own workforce
covered by collective
bargaining and social
dialogue agreements
Obtain an employee
engagement rate of
80% in 2027
Obtain a well-being
score of 7.5 in 2027
Obtain an inclusion
rate of 92% in 2027
Type of IRO
Material IRO
Policies
Actions
Metrics
Targets
Positive Impact related to
Collective bargaining,
including rate of workers
covered by collective
agreements (actual)
The impact may manifest
through effective collective
bargaining that ensures fair
rights and working
conditions for all
employees, contributing to
their retention.
Human Resources
Policy
Negotiation and
conclusion of BRD’s
company level
Collective Labor
Agreement
Conclusion of a
Collective Labor
Agreement for BRD
Sogelease
Own workforce
covered by collective
bargaining and social
dialogue agreements
Obtain an employee
engagement rate of
80% in 2027
Obtain a well-being
score of 7.5 in 2027
Obtain an inclusion
rate of 92% in 2027
Negative Impact related
to Health and Safety
(potential)
The impact may arise
when wider contextual
pressures (such as
macroeconomic
uncertainty and increased
geopolitical tensions,
sector consolidation, and
accelerated digitalization)
drive changes in
organizational structures
and policies that heighten
perceived stress and
psychosocial strain, with
mental health
considerations becoming
more prominent even as
physical safety concerns
remain limited in the
financial sector.
Human Resources
Policy
Occupational Health
and Safety Policy
Health Promotion
Among the
Employees
Occupational health
and safety training
activities
Health & Safety
metrics
Obtain a well-being
score of 7.5
in 2027
Negative Impact related
to Gender equality and
equal pay for work of
equal value (actual)
The impact may manifest
through pay gaps and
unequal opportunities
between employees based
on gender, leading to
discrimination and
dissatisfaction among staff.
Human Resources
Policy
Remuneration Policy
Strengthening
recognition and
fairness through
employee feedback
mechanism
Promoting Pay Equity
via Annual Salary
Calibration and
Uniform Reward
Structures
Remuneration metrics
Not established
Risk related to Training
and skills development
Inadequate training and
education processes can
leave employees without
the essential skills and
knowledge needed to
Human Resources
Policy
Implementation of a
structured and
diversified annual
training plan
Career development,
performance reviews
and training hours
Not established
Type of IRO
Material IRO
Policies
Actions
Metrics
Targets
perform their roles
effectively, leading to
reduced productivity and
stifled innovation,
ultimately affecting the
company’s financial
performance. This issue is
particularly critical given
the skills required for
successful digitalization.
Deployment of the
Development
Program for people
managers
Launch of a formal
Mentoring Program to
support successors
and high potential
talent
Launch of the
Reverse Mentoring
Program to address
digital and innovation
skill gaps
Creation of the
“Believers” high
potential programme
for young talent
Implementation of the
Sales Force
Efficiency (SFE)
training and
performance
programme
Strengthening internal
mobility through
upskilling and
reskilling initiatives
Policies Related to Own Workforce
S1-1
This section presents the policies adopted by BRD Group to manage
the material IROs related to its
own workforce, as identified during the DMA. These policies are designed
to ensure an effective and
structured approach to workforce management and compliance with
regulatory requirements. Thus,
BRD Group aims to foster a supportive and equitable work environment while
mitigating potential
risks and maximizing positive outcomes.
Human Resources Policy
MDR-P 65 a
Through the Human Resources Policy and its related procedures, BRD Group
focuses its efforts on
establishing and maintaining a trustworthy relationship with its employees.
The policy covers all the
material IROs related to the own workforce. The Human Resources Policy
addresses social impact by
identifying rules and regulations applicable and promoting trust and engagement,
contributing to
strengthening social responsibility.
BRD Group's Human Resources Policy is a key element in effectively managing
employees and
creating a positive work environment that promotes diversity and talent. This
policy defines various
human resources processes and incorporates a set of key principles that
encourage their efficient
management throughout BRD Group.
As part of the regular update of normative documents, the Human Resources
Policy was revised in
2025 to reinforce commitments to equal treatment, equal opportunities, and
the prohibition of
discrimination and harassment. Updates also further embedded inclusion and
diversity principles
within the Recruitment Policy and clarified the role of employee representation
and social dialogue in
the Policy on Work Environment, Ethics and Deontology.
The objectives of the Human Resources activities are established in
accordance with the strategic
business directives and SG’s targets. These objectives cover areas such as recruitment and selection,
professional training, performance management, career management,
succession planning,
remuneration, and social relations.
The implementation of this policy is monitored through a series of
internal controls covering all the
areas mentioned above. Depending on the topic monitored, the frequency of
controls is monthly,
quarterly, bi-annual, annual or on specific demand.
MDR-P 65 b
The Human Resource Policy is applied to all employees of BRD Group. The policy
is applied to a
certain extent, to collaborators (Leasing of personnel) and seconded personnel
from other entities of
SG Group, especially related to remuneration and work environment, ethics,
and deontology. In
addition, the remuneration principles apply also to external candidates who
receive an offer of
employment in BRD.
MDR-P 65 c
The Human Resources Director (HRD) is accountable for the implementation
of this policy, reporting
directly to the CEO and the BoD.
MDR-P 65 d
The Human Resources policy is aligned in principle with SG Group’s normative framework.
Furthermore, as part of SG Group, BRD Group respects the Global Agreement
on the rights of SG
Group employees concluded with UNI Global Union in accordance with
the guidance given by the
United Nations Guiding Principles on Human Rights and adherence
to OECD Guidelines for
Multinational Enterprises.
MDR-P 65 e
In setting this policy, BRD Group takes into consideration Romanian legal provisions and standards
specific to each type of activity.
In addition, if compulsory from a legal point of view, BRD Group
also informs and consults the trade union representatives (e.g. for the content
of the Internal
Regulation and other internal rules, which are of significant impact on employment).
MDR-P 65 f
The Human Resources policy is available to all employees on the intranet.
The HR department ensures
that any updates to the policy are promptly communicated to employees.
Significant modifications are
announced through official normative communications and are easily accessible on
the internal
website, ensuring transparency and clarity for all staff.
Remuneration Policy
MDR-P 65 a-b
The aim of the Remuneration Policy is to enhance the efficiency of remuneration
for attracting,
motivating and retaining employees who contribute to the long-term success
of BRD Group in the
context of proper risk management and in line with the in-force regulations.
The policy applies to all
BRD Group employees and covers the material IRO related “gender equality
and equal pay for work
of equal value”.
The Remuneration Policy is continuously adapted to align with BRD
Group’s culture, growth and
profitability objectives, long-term strategy, and control framework. It promotes sound and efficient
risk management, incorporating sustainability risk considerations since
March 2021. The policy also
plays a crucial role in limiting and controlling operational risks by
discouraging excessive risk-taking
and fostering prudent behaviour. Employee remuneration is structured to recognize both individual
and collective performance while encouraging teamwork and adherence
to BRD Group’s strategic
goals. Performance evaluation is conducted within a multiannual framework,
integrating financial and
non-financial criteria such as accumulated knowledge, personal development
and contribution to team
performance. The monitoring process involves regular reviews to ensure
alignment with BRD Group’s
objectives, risk framework, and evolving regulatory requirements, reinforcing
a sustainable and
responsible remuneration structure.
MDR-P 65 c
The highest level of accountability for the implementation of the Remuneration
Policy within BRD
Group lies with the BoD. With recommendations from the Remuneration Committee, the BoD
approves and periodically reviews the principles of the policy, as well as the rules governing its
application. Additionally, the BoD ensures the correct and effective implementation of the policy,
aligning it with the organization's strategic objectives, risk management framework
and regulatory
requirements.
MDR-P 65 d
BRD Group’s Remuneration Policy and practices respects:
●
Local and EU regulations: Regulation 5/2013 NBR modified by Regulation
11/2020 and by
Regulation 2/2022, CRD V, delegated Regulation (UE) 923/2021, MiFID II, Volker
●
EU guidelines on sound remuneration policy and remuneration of sales
staff SG policies
MDR-P 65 e
In setting the Remuneration Policy, BRD Group carefully considers the interests of key stakeholders,
including employees, regulatory bodies, and market competitors, to
ensure a fair, competitive, and
sustainable remuneration structure. Periodic remuneration studies
are conducted in collaboration with
specialized firms to assess the market positioning and maintain a competitive
compensation package
within the banking sector. The data gathered from these studies is analyzed with a focus on relevance
and comparability, ensuring that the remuneration framework aligns with industry standards, while
remaining fair and transparent.
MDR-P 65 f
The remuneration policy is available on the intranet. Each employee
must understand and correctly
measure the importance of elements that compose his/her total remuneration
(e.g: the ratio between
fixed and variable parts of the total remuneration, social protection elements,
pensions and other
benefits).
Occupational Health and Safety Policy
MDR-P 65 a, S1 1-23
BRD Group recognizes the critical importance of occupational health
and safety (OHS) in ensuring the
well-being of its employees and collaborators. The Occupational Health and Safety
Policy establish
the Group’s commitments to ensuring safe working conditions, preventing occupational issues,
complying with applicable legislation, providing adequate information
and training, and supplying the
organizational and material means required for OHS. The policy defines the responsibilities
of
managers, the Internal Prevention and Protection Service (SPP), designated
workers, and employees in
maintaining a safe working environment. This Policy provides
the framework for the OHS
Management System implemented across the Group. The system operationalizes
the policy
commitments through processes such as employee OHS training, workplace
risk identification and
assessment, preventive and protective measures, health surveillance,
and the reporting and
investigation of work-related incidents. The system is fully aligned
with Romanian legal requirements
(Law 319/2006). Compliance with OHS regulations is continuously monitored
by the Internal
Prevention and Protection Service, workplace managers and designated
health and safety personnel,
ensuring adherence to safety protocols and the maintenance of safe working
conditions. Furthermore,
special attention is given to vulnerable categories of employees, and
reporting mechanisms, such as
dedicated email addresses for administrative services, are in place to
address workplace concerns. The
policy covers the material IROs related to the sustainability matter “Health
and safety”.
MDR-P 65 b
The Occupational Health and Safety Policy of BRD Group applies comprehensively
to all employees,
regardless of their role or seniority, and external collaborators, including leased personnel, ensuring a
safe and healthy work environment for all stakeholders involved
in its operations. The policy has no
exclusions and is implemented across all business activities and
locations where BRD Group operates.
MDR-P 65 c
The highest level of accountability for the implementation of the Health
and Safety Policy within BRD
Group rests with the CEO. The Internal Prevention and Protection
Service, operating within the
Human Resources Department, is responsible for managing all aspects of
OHS.
MDR-P 65 d, MDR-P 65 e
The Occupation Health and Safety policy of BRD Group is designed
with a focus on the well-being of
employees. In setting the policy, BRD Group considers the interests of its workforce by aligning
health and safety measures with national legislation, industry best practices
and voluntary
commitments made under the SG standards. Employee feedback is actively
encouraged through
dedicated communication channels, allowing concerns related to workplace
conditions to be addressed
promptly.
Additionally, regular training and awareness programs ensure that employees and collaborators are
well-informed about safety procedures, risk prevention and emergency protocols.
MDR-P 65 f
The obligations and procedures related to occupational health and safety
are clearly outlined in
essential documents, including the Internal Regulations, Collective Labor
Agreement, Occupational
Health and Safety Instruction and Internal Health and Safety Rules,
all of which are accessible to
employees and collaborators, on the intranet and intralegis (iLegis), ensuring
that staff can easily
access the latest guidelines and procedures.
Human Rights Commitment
S1 1-20 a
Through the implementation of the Code of Conduct and the CSR policy, BRD Group is committed to
maintaining and improving the systems and processes that enable it
to ensure respect for human rights
in its human resources operations and management, in its supply chain and
in its products and
services.
As part of SG Group, BRD Group adheres to SG Group Transversal Statement on Human Rights
and
operates with the utmost respect for the following principles and commitments
regarding human
rights:
●
the Universal Declaration of Human Rights and its additional commitments;
●
the fundamental conventions of the International Labor Organization (ILO);
●
the UNESCO World Heritage Convention;
●
the Guidelines for Multinational Enterprises of the OECD (Organization for Economic
Cooperation and Development);
●
the United Nations Guiding Principles on Business and Human Rights.
BRD Group’s internal procedures include and encourage the respect of human rights and International
Labour conventions and the local labour code. For example:
●
Speak up & right to alert are stipulated in the normative framework
and promoted through
communication campaigns: e-mails, articles, internal conferences, screen savers,
etc. These
encourage the freedom of speech and reaction of the employees in case of
non-compliances
and inappropriate behaviours.
●
In the onboarding welcome message, new joiners are informed about the right
of association
and about the collective labour agreement, which is the result of the negotiations
between
Union & bank, based on the right of association of the employees.
●
Health and safety are ensured according to the law and the wellbeing of the
employees is
promoted through webinars with medical specialists (ergonomics at the office, anti-tobacco,
nutrition, etc).
●
Hybrid work procedure stipulates the right of the employee to disconnect
●
Interdictions regarding child labour, trafficking of human beings, and forced labour are
guaranteed through internal regulation.
Through the Human Resources Policy and its related procedures, BRD Group
focuses its efforts on
establishing and maintaining a trustworthy relationship with its employees.
The organization
consistently promotes values such as diversity and inclusion, supports
employees throughout their
professional careers, fosters a culture of responsibility, recognizes individual contributions to BRD
Group's performance, and encourages a work environment that supports
employee engagement
through different events on topics such as career opportunities, diversity and inclusion,
freedom of
speech, innovation. Through consistent communication (newsletters), BRD
Group collects feedback
from union representatives during meetings, where they share employees'
perspectives on various
projects and aspects related to the implementation of the collective
labour agreement. Additionally,
union representatives provide further insights into employees' views
through email correspondence or
phone conversations for clarification purposes.
S1 1-20 b, S1 1-20 c
BRD Group has implemented comprehensive measures to provide and enable
remedies for human
rights impacts arising from its operations and business relationships.
BRD Group actively engages in
stakeholder dialogue and uses established grievance and whistleblowing
mechanisms to identify,
address and remediate any negative human rights impacts. These mechanisms
are accessible to
customers, employees and suppliers, ensuring that concerns can be
raised transparently and securely.
For employees, BRD Group has established robust grievance mechanisms
designed to address
complaints and concerns promptly and fairly. These processes ensure that individuals impacted receive
the appropriate support and that remedial actions are implemented effectively. Through these
mechanisms, BRD Group demonstrates its commitment to upholding
human rights and maintaining an
ethical and responsible approach to its business practices.
S1 1-21
Policy development processes ensure that all new policies are reviewed
and harmonized with
international human rights and labour rights standards. This guarantees
that the principles enshrined in
the above-mentioned frameworks are reflected in BRD Group’s internal governance and practices.
Additionally, all international provisions on employment that are mandatory under Romanian
legislation are fully incorporated and respected within BRD Group's operations.
These provisions are
embedded in the Internal Regulation of BRD Group and the Collective
Labour Contract, further
reinforcing the alignment of our workforce policies with international
standards.
Elimination of Discrimination and Promotion of Equal Opportunities
S1 1-24 a-d
BRD Group strongly promotes the values of diversity, non-discrimination, inclusion and equal
opportunities in the workplace. This commitment was empowered in 2018 by
signing the Romanian
Charter of Diversity. By signing this Charter, the signatory publicly commits to support, protect and
develop diversity within the organization.
Non-discrimination and equal opportunity principles are included within
the general Human
Resources Policy and in all the specific procedures related to the entire
human resources process
(recruiting, development, training, career management), ensuring that all applications
and
qualifications are assessed impartially based solely on competencies. The
policy includes
commitments aimed at promoting inclusion and positive action for individuals
at risk of vulnerability.
The implementation of policies is reinforced through regular compliance checks,
monitoring
mechanisms, and internal controls, ensuring a proactive and structured
approach to fostering a diverse
and inclusive workplace.
To prevent discrimination and harassment, BRD Group ensures compliance with internal policies and
procedures (such as the HR Policy, Remuneration Policy, and Internal Regulation), conducts dedicated
training courses and Speak-up events. Employees are given unconditional
access to all internal
normative documents and channels through which they can report irregularities
or discriminatory
behaviour.
BRD Group, through its HR Policy, offers career opportunities to applicants and employees regardless
of gender, sexual orientation, genetic characteristics, age, gender, race, colour, language, religion,
political choice, social origin, disability, family status or responsibility, family affiliation or trade
union activity or any other characteristic protected by applicable
laws and regulations.
BRD Group is aligned to SG Group's policy on non-discrimination and
equal opportunities, such as
the recognition and protection of vulnerable groups through specific inclusion
commitments and
dedicated actions. In particular, the Group's DE&I program, mentioned on section Vulnerable Groups
S1 2-28, provides for active consultation with these groups and the
implementation of concrete
measures to promote diversity, equity, and inclusion in the workplace. In this way, we ensure that our
policies reflect SG Group's commitment to creating a non-discriminatory
and inclusive professional
environment for all employees.
To achieve its objectives and ensure compliance at all levels of the organization, Société Générale and
BRD Group have implemented a Diversity, Equity and Inclusion strategy based on concrete pillars.
This strategy promotes an inclusive and equitable working environment
that supports gender diversity,
the inclusion of people with specific needs, respect for sexual orientation
and gender identity, and the
celebration of cultural and intergenerational diversity. Through these commitments, BRD Group
ensures that every employee is respected, supported, and valued within
the organization, with a strong
focus on eliminating discrimination and facilitating a healthy work-life balance.
As such, BRD Group mitigates discrimination through bias-free recruitment,
fair compensation and
benefits policies, and career management practices that ensure equal
pay for equal work and fairness
in promotions. Monitoring and reporting of discrimination cases are
explicitly detailed in the Internal
Regulation, with procedures for addressing such cases, including
mediation, formal investigations,
training on anti-discrimination policies, or disciplinary actions based
on the severity of the incident.
Processes for Engaging with Own Workforce
S1 2-27
At BRD Group, employee engagement occurs both directly with
the workforce and through workers'
representatives. The HRD, who reports directly to the CEO
is responsible for overseeing this
engagement. The Human Resources Director coordinates directly the
Social Dialogue Direction, and
one of the main attributions of the HR department is to contribute
to maintaining a favorable social
climate and to manage the relation with the employees’ representatives.
Regular meetings with employee representatives are held at least quarterly, with additional meetings
scheduled upon request from either party. These discussions with employees’ representatives cover a
wide range of significant topics, including working conditions, remuneration,
health and safety, and
working time - essentially addressing any issues that impact
the workforce. Additionally, there is
direct communication between the Bank's representatives and employees
affected by organizational
changes or reorganization projects that may impact their work.
Furthermore, BRD Group actively engages with the trade union, addressing
labour relations issues and
negotiating additional rights beyond those mandated by law. The Collective Labor Agreement (CCM)
outlines these terms, covering areas such as compensation, benefits, working
time, health and safety,
vocational training and social dialogue. The trade union is also involved
in the development of the
training plan and participates in quarterly meetings where the Bank's
results are presented.
Additionally, the Bank operates a Health and Safety Committee with a mixed composition of Bank
and union members, and the trade union is invited to the Board of Directors
meetings to discuss
matters of professional, economic, and social interest with potential
impacts on labour relations.
Employee engagement is further assessed through the SG Barometer, an annual international
survey
that allows employees to share their views on key company topics,
including engagement,
management relationships, sustainability efforts and working conditions.
The results of the Employee
Barometer are carefully analyzed and help guide the creation of an
action plan to improve employee
perceptions and satisfaction. For 2025, the participation rate of
BRD employees was at 74% (vs 76%
in 2024) and the engagement/ commitment show a decline with 14pp
(61% from 75% in 2024).
SG Group and UNI Global Union concluded in 2023 a new 4-year global
agreement on fundamental
rights. This agreement applies to all subsidiaries, including BRD Group.
Through this agreement, SG
confirms its commitment to respect the United Nations guiding principles
on business and human
rights, to avoid harming human rights and to strive to remedy any adverse
effects on human rights in
its activities and business lines, including the implementation of
reasonable measures to prevent,
mitigate and, where appropriate, remedy them, in accordance with the guidance
given by the United
Nations Guiding Principles on Human Rights. At BRD Group level, the agreement
is communicated to
the employees and is available for consultation.
Vulnerable Groups
S1 2-28
BRD Group takes proactive steps to gain insight into the perspectives of
individuals within its
workforce who may be particularly vulnerable to impacts or marginalized. Vulnerable groups are
identified based on criteria established through the Bank’s Diversity, Equity, and
Inclusion (DEI)
program. This program has an action plan specifically designed to address key
areas of vulnerability,
including accessibility for people with disabilities, gender-related issues, LGBTQ+ rights,
ethnic
background and socio-economic diversity, and generational differences.
Since 2023, BRD Group has included a targeted question in the annual SG Barometer survey
in
Romania to better understand the experiences of employees who identify
as part of a minority. This
question explores their perception of inclusion and acceptance, considering various
forms of minority
status such as ethnic or cultural background, disability, sexual orientation, socio-economic status, or
other factors.
The survey responses are handled with strict confidentiality, ensuring that no individual names are
disclosed, and only aggregate statistical data is used. This approach
enables the Group to monitor
perceptions of inclusion, identify areas for improvement, and strengthen
its commitment to fostering a
diverse and supportive work environment.
Processes to Remediate Negative Impacts and Channels for its Own Workforce to Raise
Concerns
S1 3-32,33
BRD Group recognizes its responsibility to provide effective remedy for where
its activities or
decisions have caused or contributed to material negative impacts
on its workforce. The 2025 double
materiality assessment identified several areas of concern, including
secure employment, health and
safety and gender equality. These issues may affect employee wellbeing, engagement, career
progression, and overall satisfaction.
In the context of secure employment, the organizational optimization measures
undertaken as part of
BRD Group’s transformation require restructuring certain roles. To address the negative effects, BRD
ensures that any dismissals strictly comply with collective dismissal regulations.
Employees whose
roles are impacted receive compensation and benefits defined by the Collective
Labour Agreement. In
addition, the Group engages in consultation with employee representatives
and unions to identify
supplementary measures, which may include financial or non-financial support,
career counselling, or
outplacement services. These measures are designed to mitigate the
effects of job loss, support
employees in transitioning to new opportunities, and maintain workforce stability.
For issues related to health and safety and gender equality BRD implements
preventive and remedial
measures that support employee wellbeing and equitable treatment. These
include wellbeing programs
such as MIND BRD, occupational health and safety initiatives and pay equity
reviews. The Group also
maintains open channels for employees to raise concerns, including
dialogue through works councils
and HR feedback mechanisms, ensuring that issues are addressed in
a timely and constructive manner.
BRD actively monitors the effectiveness of these remedial actions through various
performance
indicators, employee surveys, and internal audits. Feedback from employees
and unions is used to
continuously refine the measures, ensuring they effectively address the underlying negative
impacts
and support both individual and organizational resilience.
BRD Group has established a formal procedure, according to the legal
provisions, for complaints of
the employees regarding harassment, discrimination, or any other abusive
practices.
This procedure is
part of the Internal Regulation.
All employees can send their complaints/grievances to a dedicated
email address, which is managed by a limited number of HR personnel
to ensure confidentiality.
Additionally, designated personnel are mainly from HR, but also from compliance, legal and also from
Union representatives, if the case (if requested by employees).
Beyond the dedicated email,
employees also have alternative channels for reporting concerns, including
reaching out to their direct
superiors, the superiors of other employees, or dedicated HRBPs, ensuring
multiple ways for support
and resolution. All employees are protected against retaliation by
the provision of the Code of
Conduct.
Upon receiving a complaint via the dedicated email, the relevant team
assesses its validity. If the
complaint lacks necessary details, the employee is asked to provide more
information. Without
sufficient details, the procedure won’t proceed, but minimal protective measures may be taken. If
the
complaint is complete an investigation can begin.
Before forming an investigation commission, HR may organize mediation with
the parties involved. If
mediation resolves the issues, no further investigation is needed. Otherwise,
a commission (HR, Legal,
Compliance and sometimes Union representatives) will investigate
through interviews and issue a
final report with recommendations. Depending on the findings, disciplinary
actions may follow.
The complaints/grievances received via the dedicated email address
are easily traceable, as an online
register is maintained with details of each case.
In addition, reports regarding the cases and their
resolutions must be submitted to the HR Executive Director in the first
quarter of each year for the
previous year. If employees who have filed complaints are not satisfied with the outcome, they have
the option to submit new complaints either through the dedicated email
address or via other available
channels.
The assessment related to what extent BRD Group employees are aware
and trust the channels
available to raise complaints/grievances is realized through the Employee Barometer
survey.
To foster an environment of transparency and trust, BRD Group actively implements initiatives
designed to nurture a Speak-Up Culture, which is an integral component of
the Group’s broader
culture. Speak-up behaviours - such as raising concerns, expressing views
openly, and providing
constructive feedback - are recognized as essential for strengthening ethical
conduct and
organizational integrity. Thus, in 2025 we followed closely a Culture and Conduct communication
plan that included dedicated newsletters on conduct risk, screensavers
and other internal messages
designed to reinforce expected behaviours. In June 2025, BRD
Group organized an internal conference
“From feedback to forward”. The event underlined that people who
feel safe and express themselves
in an open communication environment bring added value to their
teams. Therefore, feedback from
each of us and the courage to express opinions can make a difference. These behaviours
play an
important role in improving organizational effectiveness.
BRD Group acknowledges the material negative impact of gender pay gaps
and unequal opportunities,
which can lead to discrimination and dissatisfaction among staff. To address these disparities and
foster a more inclusive workplace, the Bank has implemented a series of
initiatives. This includes
structured Diversity, Equity,
and Inclusion (DE&I) programs, awareness campaigns, leadership
development initiatives, and external partnerships.
To assess the effectiveness of these measures, BRD Group actively engages employees through
working groups focused on key DE&I priorities, including gender equality. The Bank has integrated
DE&I training into leadership development programs, ensuring that managers
and decision-makers are
equipped to promote fairness and inclusivity. Additionally, internal communication channels, such as
newsletter and dedicated workshops, help raise awareness and encourage
open dialogue on diversity-
related challenges.
BRD Group also collaborates with external organizations, such as the Romanian Diversity
Chamber of
Commerce, to align with best practices and reinforce its commitment
to equal opportunities. Specific
actions like inclusive recruitment policies and awareness
events—such as the "Inclusion: Truth or
Dare?" internal conference and initiatives supporting individuals with disabilities—demonstrate
ongoing efforts to create an equitable work environment. Through these initiatives,
BRD Group
monitors progress in mitigating gender-related disparities and fostering a culture of
inclusion, ensuring
that its remediation efforts are effective and aligned with its sustainability commitments.
BRD Group monitors every year the pay gap between men and women
and its evolution over time and
implements corrective measures, if necessary. The differences are analyzed individually, after
comparing same function occupied and same level of responsiveness
between women and men, and if
there are no objective arguments to explain them (e.g.: skills & expertise, managerial
responsibilities,
studies, job specialization, length of professional experience, nature
of tasks, geographic location),
then there will be taken measures to correct differences.
Another measure already implemented is for workers returning from parental
leave/maternity for
which a systematic review of the pay level is carried out on return to work
to correct and prevent
possible pay gaps between women and men.
Actions Related to Own Workforce
MDR-A, S1 4-38, S1 4-39
This section outlines the key actions undertaken by BRD Group to
address the material IROs related to
its own workforce, as identified through the Double Materiality Assessment.
These actions reflect the
Group’s commitment to a proactive and structured approach to managing workforce-related matters,
ensuring that measures are not only compliant with regulatory expectations
but also supportive of
long-term employee well-being and organizational resilience.
To ensure that these actions are relevant and effective, BRD Group has established a structured
process for determining what measures are needed when actual or potential
negative impacts on its
workforce arise. The process begins with the internal risk assessment framework,
which flags areas of
concern based on HR and operational data. When an issue is identified,
it is escalated to the
appropriate management level, where HR, operational leaders and, where
applicable, employee
representatives assess the nature and causes of the impact. Based
on this assessment, the Group
defines the actions that are necessary and proportionate, formally approves
them, and integrates them
into follow-up mechanisms to ensure consistent implementation. This
approach enables BRD Group to
identify and apply the most suitable response for each actual or potential
negative impact on its
workforce.
Actions to manage the negative IROs related to secure employment
BRD Group undertook a set of clearly defined actions in 2025 to
manage the negative impact and risk
associated with secure employment. These actions were designed
to mitigate the effects on affected
employees, ensure equal treatment, and support professional transition,
in line with the legal
requirements on information and consultation of union representatives
Internal mobility initiatives:
Over the past several years, BRD Group has substantially strengthened
its internal mobility process as
part of its commitment to secure and sustainable employment. Internal
candidates are now given clear
priority when vacancies arise, and even in situations where employees
do not yet possess the full range
of required competencies, they are supported through structured upskilling
and reskilling pathways.
This approach ensures that employees have real opportunities to grow within
the organization while
reducing risks related to job insecurity.
In 2025, this commitment was further reinforced through the global
Career and Development Week,
held between 22 and 26 September. This program is not only developed at BRD level but is
implemented across the entire Société Générale Group, enabling
our employees to participate in events
organized by all SG entities worldwide. The initiative was accompanied by a rich
series of locally
organized activities designed to stimulate internal mobility, enhance learning, and encourage
employees to actively manage their career development. Throughout the week,
employees engaged in
interactive presentations showcasing the company’s learning platforms, storytelling sessions where
mentors and mentees shared their experiences, discussions on how to
build a career within expert
pathways, and initiatives promoting non-financial recognition as a key element
of engagement and
retention. Additionally, a dedicated discussion panel invited participants to reflect on new ways of
taking ownership of their professional journeys
More than 2,000 employees took part in these activities within a
single week, demonstrating a high
level of engagement and confirming the relevance of these measures
in strengthening employability,
fostering internal development, and mitigating potential negative
impacts related to secure
employment
Post-termination initiatives:
To remediate the negative impacts on secure employment arising from the effects of optimizing
business structures and simplifying operational processes - effects that resulted in
role suppressions
and subsequent dismissals - BRD Group implemented a set of post termination
support measures
applicable exclusively to employees already dismissed, designed to mitigate
the financial, health, and
employability risks associated with job loss. In particular, the Bank maintained eligibility
for annual
performance bonuses for former employees whose contracts ended due
to restructuring, enabling
payment of the 2024 and 2025 bonuses to individuals who completed
the full reference year and met
established performance criteria, even if they were no longer employed
at the time of payment (with
continuation for employees exiting in Q1 2026 subject to final approval
at COREM (Remuneration
committee)
and Board level). To support professional reintegration, dismissed employees may request
access to in person training delivered by internal trainers for up to twelve
months following
termination, ensuring continued upskilling and reskilling opportunities
during a critical transition
period. BRD also offered continuity of preventive healthcare by providing a six-month
medical
subscription after termination, fully covered by the Bank, to reduce vulnerability
linked to the loss of
employer provided benefits. In addition, former employees can individually
request derogatory
financial conditions comparable to commercial derogations granted
to clients, strengthening short-
term financial flexibility during the transition. Collectively, these remedial actions aim to prevent
dismissed employees from being disadvantaged by dismissal timing,
safeguard wellbeing, and
reinforce employability and equitable treatment in the context of workforce
reductions driven by
operational optimization.
Actions to prevent, mitigate and provide remedy to the gender pay gap
To address the material IRO related to the organizational
‑
level gender pay gap, BRD Group carries out
a set of ongoing actions, designed to ensure equitable remuneration, strengthen
fairness in reward
allocation, and provide remediation where discrepancies are identified. The
actions taken and planned
are outlined
below.
Promoting Pay Equity via Annual Salary Calibration and Uniform Reward
Structures
To reduce the negative impact related to the gender pay gap, BRD Group has implemented a set of
organization-wide measures that reinforce fair and competitive remuneration by
addressing structural
drivers of pay differences and preventing disparities. As part of the annual remuneration
cycle, the
Bank performs yearly adjustments to fixed salaries for employees, using
comprehensive market wage
studies that benchmark each role against banking-sector standards;
this process corrects misalignments
identified through external comparisons and has been methodologically
strengthened in recent years to
improve the consistency and precision of pay alignment across
the organization. In parallel, BRD
Group enhanced equity in total compensation by negotiating uniform benefits
under the Collective
Labor Agreement—including anniversary and loyalty bonuses—ensuring
equal access to these
rewards irrespective of gender and supporting a more standardized,
transparent reward structure.
These actions are complemented by a continuous review of salary and
benefits packages throughout
the year to maintain alignment with market conditions and legal requirements,
integrating external
benchmarks and gender considerations to identify and mitigate potential
imbalances early.
Collectively, these measures apply to the workforce covered by the remuneration framework and the
Collective Labor Agreement and contribute to a more equitable pay
architecture by strengthening
competitiveness, consistency, and fairness in both fixed and total remuneration.
Strengthening recognition and fairness through employee feedback
mechanism
BRD Group uses the annual SG Barometer survey to gather employee
feedback on recognition,
fairness, and reward practices, including perceptions that may reflect or
influence pay equity. The
insights from this survey help the Bank identify emerging concerns related to remuneration
fairness
and guide refinements to reward practices to prevent potential inequities.
The action applies to all
employees and is conducted annually, forming part of the continuous improvement cycle in
remuneration policy implementation. By capturing employees’
experience of recognition and fairness,
the survey provides an indirect remedy mechanism, prompting
adjustments where perceptions indicate
risk. The sustained use of this tool demonstrates the Bank’s ongoing commitment to monitoring and
improving fairness in compensation.
Actions Implemented to Ensure the Positive Impact Related to Freedom of Association
To strengthen the positive impact associated with Freedom of Association, BRD Group carries out a
set of ongoing clearly defined actions. These actions support employee
rights, reinforce social
dialogue, and maintain an enabling environment for collective representation.
Union membership is
already significant within the Group, reflecting the important role
the trade union plays in ensuring
that employees’ voices are heard and their interests effectively defended in negotiations.
As part of the
Federation of Financial Industry Unions, the trade union contributes
to robust employee
representation, improved working conditions, and a solid social dialogue
framework. BRD Group’s
approach demonstrates its commitment to maintaining a supportive and
inclusive work environment
where employees feel valued, empowered, and confident expressing their
concerns. The key actions
taken in 2025, along with their scope, expected outcomes and progress,
are presented below.
Promotion of union membership and awareness among employees
BRD Group actively promotes employee awareness of their right
to freedom of association by
integrating union information into onboarding processes. The contact details
of the trade union are
included in the induction materials, and union leaders participate in
induction sessions to familiarize
new employees with union structures and services. This action ensures
that all new hires from retail
segment begin their employment fully informed about their rights and
available support. In addition,
all employees across all business lines and entities have access
to the internal BRD Network where the
Collective Labour Contract in force, negotiated with Impact Trade Union is uploaded, ensuring
the
information of all employees not only on their rights obligations
according to this contract, but also to
information regarding the management board of the trade union.
Carried continuously throughout the
year, these measures prevent information gaps that could limit employees’ ability to organize.
Regular structured dialogue between top management and trade union
representatives
BRD Group organizes quarterly meetings between top management and the trade
union to discuss
organizational results, working conditions, and topics relevant to the Collective Labour Agreement.
This action reinforces constructive labour management relations and strengthens
the union’s ability to
represent employees effectively. The measure covers all unionized employees, with indirect benefits
extending to all staff affected by collective agreement outcomes. Implemented on a quarterly cycle,
it
provides a consistent platform to address concerns and contributes to remedy
by enabling structured
escalation and resolution of issues. Over time, the regularity and formality of
these exchanges have
increased, marking progress in enhancing social dialogue within
the organization.
Supporting Effective Trade Union Functioning and Member Engagement
BRD Group supports freedom of association by enabling the effective functioning
of the trade union
and facilitating union-led engagement through a combination
of permanent logistical resources and
periodic support initiatives. The Bank provides operational and logistical support
to union
representatives, including dedicated office space and meeting facilities (e.g., a room in
BRD Tower),
office supplies, Outlook access for official correspondence, and access to a bank vehicle for union-
related activities, ensuring representatives have the tools needed to perform
their mandate
independently and effectively. In addition, BRD supports union-led cohesion and engagement
activities through financial or organizational backing for initiatives that foster solidarity
and dialogue
among members (e.g., community/sports events) and allows union representatives
to carry out union
activities during working hours, with HR facilitating managerial alignment
to ensure operational
continuity. Together,
these measures sustain an active social dialogue environment, strengthen
employee representation capacity, and indirectly benefit all union members by maintaining accessible,
structured channels for collective representation and peer support.
Actions Implemented to Ensure the Positive Impact related to Collective Bargaining
To strengthen the positive impact associated with Collective Bargaining, BRD Group implemented
several clearly defined actions in 2024–2025. These actions ensured enhanced
employee benefits, and
reinforced constructive social dialogue. The key actions, together with
their expected outcomes, scope,
time horizons, remedy relevance and progress versus prior periods, are set
out below.
Negotiation and conclusion of BRD Group’s company
‑
level Collective Labor Agreement
Following the entry into force of the sectorial collective labour agreement,
BRD Group updated its
internal collective labour agreement (“CCM”), by negotiating benefits superior
to those mandated at
sector level. These include increased minimum salaries, higher
meal vouchers, holiday vouchers,
bonuses for employees’ children, and additional benefits such as Women’s Day and Bank Anniversary
bonuses, as well as the introduction of a loyalty bonus. This action
applies to all BRD employees
covered by the CCM and represents an ongoing process, as BRD Group
engage in negotiations of a
new company
‑
level CCM upon the expiry of the previous one (the current CCM
is valid until June
2026). The expected outcome is a more competitive and equitable
benefits framework, directly
supporting employee wellbeing and recognition. The CCM also functions
as a remedy mechanism by
ensuring predictable protection and improved financial conditions
for employees, particularly during
organizational change. Progress compared to previous periods is reflected in the expansion
of benefits
and the introduction of new forms of recognition that go beyond prior
agreements.
Conclusion of a Collective Labor Agreement for BRD Sogelease
BRD Sogelease concluded its own Collective Labor Agreement at the end
of 2024, registered with
authorities in 2025, and valid for a two-year period. The agreement mirrors
BRD Group’s CCM by
granting similar rights and benefits, ensuring consistency in employee protections
across the Group.
The expected outcome is the harmonization of working conditions,
increased financial stability for
employees, and strengthened labour relations within the entity. The action applies to all BRD
Sogelease employees and remains effective for the duration of the agreement. This
measure
contributes to remedy by offering enhanced security and predictable entitlements
to workers who may
be exposed to potential organizational changes. It also reflects meaningful progress,
as BRD Sogelease
did not previously have a CCM containing such a broad set of benefits.
Actions Implemented to Manage the Negative Impact Related to Health
and Safety
Health Promotion Among the Employees
BRD Group continued to promote employee health and wellbeing through
a diversified approach. The
“MIND BRD” wellbeing and stress prevention program, launched
in September 2023, remained active
during January–February 2025 with ongoing webinars and emotional
support. Delivered in partnership
with Regina Maria Private Health Network, the program offered employees access
to monthly
webinars, targeted workshops for managers and HR business partners, and a 24/7 Emotional
Helpline
for confidential counseling. Managers also benefited from training designed
to help them recognize
early signs of stress or burnout and better support their teams. Although
the program concluded in
February 2025, the practices and tools developed continue to contribute
to a supportive work
environment focused on emotional wellbeing.
The scope of the health and well-being initiatives is extensive, covering
all BRD Group employees
across geographies, including both branch locations and headquarters.
The program's outreach extends
beyond just employees, offering support for family members, which broadens the
impact to the
community around the workforce. Additionally, the company’s occupational health services, which
include annual medical check-ups, specialized investigations for employees
exposed to occupational
risks, and preventative health packages, directly contribute to maintaining
the health of the workforce.
These services are delivered by a specialized medical provider, ensuring that employees' job
compatibility is regularly assessed, with a focus on minimizing health
risks.
Looking ahead, BRD Group aims to continue improving its employee
health and well-being programs.
In 2025, additional specialized workshops for Call Center employees were
provided, focusing on
stress and emotional health prevention, ensuring that the support
system for employees is proactive.
The Bank also intends to continue offering health care plans, including free flu vaccinations,
annual
health screenings and access to over 30 medical specialties through
four healthcare providers. The
Bank will monitor the effectiveness of these initiatives through employee feedback
and health metrics,
and any identified issues or areas for improvement will be addressed
in a timely manner.
These actions help mitigate the potential negative impact related to Health
and Safety, particularly
associated with stress and reduced well
‑
being, while also contributing to a supportive and healthy
work environment. They strengthen prevention, improve access to emotional
support, and enhance
employee engagement. The planned initiatives — including continued
health subscriptions, wellness
programs, and a focus on emotional health — further reinforce the company’s commitment to
promoting well
‑
being and reducing the likelihood of adverse Health and Safety outcomes.
Occupational Health and Safety training activities
In 2025, BRD Group continued to prioritize the health and safety of
its employees through a dedicated
training program aimed at ensuring the proper implementation of all
occupational health and safety
policies and procedures. The company provided annual training for all employees,
including onboard
training for new hires and periodic refresher sessions. Operational
roles underwent training every six
months, while managers participated in annual training sessions. Employees
completed e-learning
courses specifically dedicated to occupational health and safety.
These actions were part of BRD Group's ongoing commitment to
maintaining a safe and compliant
working environment for all employees, contractors, and leased personnel.
By ensuring that everyone
involved with the company, from permanent employees to external contractors, is properly trained and
aware of the safety protocols, BRD Group has reinforced its focus
on preventing workplace accidents,
reducing occupational health risks and promoting a culture of safety across
its operations.
To mitigate the potential negative impact related to Health and Safety, these actions aim to strengthen
employee well
‑
being by increasing satisfaction, supporting retention, and aligning
our practices with
market standards. By ensuring that employees feel valued, recognized,
and fairly supported, these
measures reduce risks related to stress, disengagement, or diminished
well
‑
being and contribute to the
long
‑
term stability and success of the organization.
Actions Implemented to Manage the Risk Related to Training and skills development
To address the risk identified under Training and Skills Development, BRD Group implemented a set
of clearly defined actions aimed at strengthening employee capabilities,
supporting reskilling and
upskilling, and preparing teams to operate effectively in a rapidly changing environment.
Implementation of a structured and diversified annual training plan
BRD Group deployed a comprehensive annual training plan covering technical,
softskills and
organizational development programs. This action aims to mitigate the negative
impact identified in
the DMA—namely, potential gaps in access to relevant training—by ensuring that all employees can
develop the skills required by evolving market and organizational conditions. The
plan applies to the
entire organization, from new hires to senior leaders, and is delivered throughout
the year via
elearning, in person training, webinars and team based workshops. The expected
outcome is improved
performance, stronger adaptability and enhanced capability across
key domains such as customer
management, communication, sales, stress management and teamwork. As
a remedy measure, the plan
supports employees whose roles are changing/ evolving amid efficiency
‑
focused changes to the
organizational structure and operating model.
Deployment of the Development Program for people managers
The Development Program provides targeted development for people managers to
help them lead
teams effectively through transformation. Comprising four structured modules -change
management,
crucial conversations, prioritization and delegation, and feedback -
the programme equips managers
with skills essential for navigating the rapid organizational changes. It applies
to people managers
across multiple seniority levels and was deployed in sequential waves
starting March 2025, with full
coverage planned by Q2 2026. Its expected outcome is improved leadership
capability and more
effective support for employees undergoing change, directly mitigating the negative impact associated
with insufficient managerial support. The programme includes individual coaching
as a remedy tool
for managers facing acute challenges. 40% of people managers, were
trained in 2025.
Launch of a formal Mentoring Program to support successors and
high-potential talent
In 2025, BRD Group expanded its mentoring initiatives by launching
a structured Mentoring Program
involving Board and Board -1 leaders acting as mentors. The action aims
to develop successors (short
and long-term), support behavioural and cultural transformation, and
strengthen leadership
development pathways. The programme applies to employees identified
as successors and high
potential individuals and operates on an annual basis. As a remedy, mentoring helps employees
experiencing reduced development opportunities or role uncertainty by providing
personalized
guidance and support. Compared with prior periods, 2025 marked an expansion
from the 2024–2025
pilot (58 participants and 32 pairs) to a Groupwide deployment, reflecting
progress in leadership
development infrastructure.
Launch of the Reverse Mentoring Program to address digital and
innovation skill gaps
BRD Group launched a Reverse Mentoring Program in October 2025,
pairing young employees with
expertise in innovation, AI, technology and market research with senior managers.
This action
mitigates negative impacts related to disparities in digital and
innovation capabilities by enabling cross
generational learning. The programme applies to selected pairs and will continue
into 2026 after the
initial 12 pair pilot. Its expected outcome is accelerated digital upskilling
among senior leaders and
stronger collaboration between generations. The remedy aspect lies
in closing capability gaps that may
hinder performance or adaptation to new technologies. As a new initiative
in 2025, it represents clear
progress in nurturing an innovation driven skill base.
Creation of the “Believers” high-potential programme for young talent
To support early career employees and address potential inequities in access to development
opportunities, BRD Group launched the “Believers” program, targeting employees
under 30 yo with
leadership potential. Participants self nominate through a structured process and
maintain their roles
while taking on strategic transformation missions, participating in Taskforce meetings, receiving
coaching and gaining exposure to senior leadership. The expected outcome
is the creation of a pipeline
of future leaders and the mitigation of negative impacts related to limited career
advancement
pathways for young employees. The programme applies to selected
high potential employees and runs
over a one year cycle. With 17 applications in 2025 and a structured governance framework under
development, the initiative marks significant progress in building next generation
talent.
Implementation of the Sales Force Efficiency (SFE) training and performance programme
BRD deployed a dedicated SFE programme to strengthen the competencies
and performance of the
retail sales force across two axes: sales & service excellence and
performance management. In 2025,
17 training sessions were held, with further deployment planned for Q1
2026. The action applies to the
retail network workforce, aiming to improve customer interactions,
strengthen process discipline, and
support capability gaps that could negatively impact performance. The programme
includes coaching
discussions and monitoring of the sales process, functioning as a remedy
for teams experiencing
performance challenges. Compared with previous periods, the SFE programme
has increased in scale,
structure and consistency.
Strengthening internal mobility through upskilling and reskilling initiatives
BRD Group continued to strengthen internal mobility by giving priority
to internal candidates for open
roles and by focusing on upskilling and reskilling training programs
that prepare employees for new
positions. This action mitigates the negative impact identified in
the DMA relating to access to career
development and skill renewal. It applies across all departments and
seniority levels and is sustained
throughout the year. Expected outcomes include improved retention, stronger career progression
pathways and reduced risk of skill obsolescence. Internal events such as Career
and development week
at group and local level (focused on boosting internal mobility and
learning), INSPIRE events, where
colleagues can speak about their inspiring career path and encourage others
to be brave and explore
career paths within the entity. Progress is reflected in a more structured approach to talent mobility
and in increased opportunities for internal advancement compared
to prior years.
S1-4 41
BRD Group ensures that its internal practices are designed to prevent
or minimize any risk of causing
or contributing to negative impacts on its own workforce. This
commitment is embedded across BRD
Group’s governance systems, HR policies, and operational procedures, and extends where relevant
to
interactions with procurement, sales, and the use of employee-related data.
The starting point is a strong policy framework that sets clear expectations
regarding employment
stability, equal treatment, health and safety, and professional development. All operational decisions
that may affect employees, including organizational changes, are evaluated through this lens. Before
changes are implemented, multidisciplinary teams assess potential
impacts on job security, workload
distribution, training needs, and employee wellbeing. This ensures
that restructuring or other business
transformations are managed responsibly and in close dialogue with
employee representatives.
In procurement and sales activities, BRD Group applies internal procedures
that safeguard employees
from undue pressure, unrealistic performance targets, or indirect risks stemming
from third-party
interactions. Procurement practices incorporate labor-related criteria, while sales processes are
monitored to ensure that objectives and incentive schemes do not encourage
behaviors that could harm
wellbeing or work-life balance, such as excessive overtime or stress.
Data-use practices are likewise governed by strict internal rules. BRD
Group ensures that employee
data is handled responsibly, limiting access to authorized personnel and applying data-minimization
principles. Monitoring systems are designed to support organizational efficiency and compliance
objectives without infringing on the dignity or rights of employees.
Situations where tensions arise between business imperatives and the prevention
of negative impacts –
such as cost pressures, accelerated digital transformation, or regulatory
changes – are managed
through established escalation processes. Management teams analyze
potential trade-offs, consult with
HR and compliance functions, and engage with union representatives to
find solutions that maintain
operational performance while upholding responsible employment standards.
Where compromises are
required, priority
is given to safeguarding health, safety, fair treatment, and employment stability.
Metrics and Targets
Targets Related to Own Workforce
S1 5-46, S1 5-47, MDR-T, M
“Responsible Employer” is a fundamental pillar of BRD Group’s Sustainability Strategy, establishing
the key objectives related to its own workforce. Through the implementation of
the established targets,
BRD Group is committed to offering an attractive and engaging working environment,
promoting and
implementing Diversity, Equity and Inclusion, and fostering people growth by developing skills &
competences in line with the business strategy and with the leadership
model.
Table 14 - Targets
to be achieved by 2027
Obtain an employee engagement rate of 80% in 2027
Obtain an employee inclusion rate of 92% in 2027
Obtain a well-being score of 7.5 in 2027
The set targets align with the goals of the Human Resource Policy, which focuses on creating a
positive and inclusive work environment, improving employee satisfaction, and
encouraging
organizational commitment.
19
The targets are obtained through the annual employee self-assessment by responding
to a series of
questions in the SG Barometer, in the form of grades on a scale from 1 to 10 (1 being the lowest, 10
the highest grade). The index is the average of these grades, expressed
in the form of percentage.
Employee engagement at BRD Group refers to the commitment, enthusiasm,
and emotional
connection employees have toward their work and the organization. Engaged employees
are motivated
and aligned with the Group's goals. In BRD Group employee inclusion means
fostering a workplace
where everyone feels valued, respected and empowered, regardless of
their background. Employee
wellbeing refers to creating a supportive environment that prioritizes
physical, mental and emotional
health.
Inclusion rate is defined based on the employee's answer to the question:
"I feel included and accepted
as I am."
Well-being at work refers to a general feeling of satisfaction and fulfillment in and through work. To
do so, the Employee Barometer provides a better understanding of
the well-being at work of
employees through twenty questions grouped into eight dimensions:
work organization, work
environment, workload management, change management, emotional
commitment, social
relationship, culture and values adherence, professional projection.
The defined targets apply to all BRD Group employees and are measured as a percentage
of the total
employee engagement rate within the organization. For each target a baseline value has been
established, with the base year being 2023, for measuring the progress towards
the achievement of the
targets (employee engagement rate of 77%, inclusion rate of 89% and wellbeing
score of 6.7). These
values serve as the starting point for tracking improvements.
To ensure steady progress, annual milestones have been set:
●
employee engagement rate - 79% by 2025, reaching 80% by 2026, and
maintaining 80% in
2027
●
employee inclusion rate – 90% by 2025, 91% by 2026, 92% by 2027
●
employee wellbeing score– 7.1 by 2025, 7.3 by 2026, 7.5 by 2027
The targets were defined on previous years’ engagement results, internal benchmarks
within SG
Group – including comparisons with the entire SG Group and
the Eurozone – and external benchmark
from Bank Finance Insurance Worldwide-RED.
The objective was to establish targets with a focus
on consistent upward trends, ensuring measurable progress. This approach
was informed by the
positive performance levels observed in previous years across the
three indicators, which positioned
the Bank favorably in comparison to industry benchmarks. The
results are monitored annually,
allowing for performance tracking and continuous improvement.
The progress in 2025 for the targets is:
-
Employee engagement rate: 61%
-
Employee inclusion rate 85%
-
Employee well-being score: 6.2
The targets set for employee engagement, wellbeing, and inclusion were ambitious,
reflecting the
organization’s long-term strategic commitments. This year’s results were influenced by a period of
organizational optimization, during which BRD Group implemented structural efficiency and process
simplification in response to external and strategic pressures. While these changes
temporarily affected
employee perceptions, they were designed to strengthen the organization and will contribute
to a more
efficient, supportive, and engaging work environment in the coming years. At the
same time, the
enhanced maturity of our measurement methodologies has provided a
more accurate and transparent
view of employee experience. Although the outcomes reflect a transitional
year, they offer valuable
19
RED (“Representative Employee
Data”) is
Ipsos’ proprietary
benchmark database
based on
a survey
conducted in
October
each year,
with representative samples
of employees, in
40 countries. The
companies in
the Banking, Finance
and Insurance
sector represented in the RED
are top tier companies
in the industry with impact
in the respective countries.
The reference to this
benchmark of top companies allow us to have a
relevant comparison
.
20
21
insights for recalibrating future targets and guiding focused actions that will
have a positive, lasting
impact on employee experience.
Following each SG Barometer assessment, areas requiring enhancement
are identified, and a
corresponding action plan is developed to address specific needs. Improvements
are also identified
from discussions with the Union related to working relations and working climate.
Metrics Related to Own Workforce
This section presents the key workforce metrics that have been identified
as material for tracking BRD
Group’s performance in relation to the material IROs. These metrics provide insights into the
effectiveness of the Group’s workforce management strategies and its commitment to fostering a fair,
inclusive and sustainable work environment.
Characteristics of BRD Group’s employees
S1 6-50a
Table 15- Employees broken down by gender
2024
2025
Gender
Number of employees
Male
1,495
1,346
Female
4,748
4,171
Other
Not
applicable
Not applicable
Not reported
Not applicable
Not applicable
Total employees
6,243
5,517
The difference in the total number of employees between 2024 and 2025 is primarily
the result of both
natural leaves and a period of organizational optimization, during which BRD
Group implemented
structural efficiency measures and process simplification in response to external and
strategic
pressures. While part of the decrease reflects normal voluntary departures
aligned with labor market
dynamics, the optimization measures were undertaken to enhance operational
efficiency, align the
organizational structure with strategic priorities, and strengthen the long-term sustainability
of the
Group.
S1 6-50b
Table
16 - Employees broken down by gender and type of employment in 2024
2024
Female
Male
Other
Not reported
Total
Number of employees
4,748
1,495
Not applicable
Not applicable
6,243
Number of permanent employees
4,512
1,444
Not applicable
Not applicable
5,956
Number of temporary employees
236
51
Not applicable
Not applicable
287
Number of non-guaranteed hours employees
0
0
Not applicable
Not applicable
0
Number of full-time employees
4,723
1,488
Not applicable
Not applicable
6,211
20
Headcount
21
Gender as specified by the employees themselves.
Not yet monitored by BRD Group.
Number of part-time employees
25
7
Not applicable
Not applicable
32
Table
17 - Employees broken down by gender and type of employment in 2025
2025
Female
Male
Other
Not reported
Total
Number of employees
4,171
1,346
Not applicable
Not applicable
5,517
Number of permanent employees
4,020
1,311
Not applicable
Not applicable
5,331
Number of temporary employees
151
35
Not applicable
Not applicable
186
Number of non-guaranteed hours employees
0
0
Not applicable
Not applicable
0
Number of full-time employees
4,152
1,341
Not applicable
Not applicable
5,493
Number of part-time employees
19
5
Not applicable
Not applicable
24
S1 6-50c
Table 18 – Employee turnover
2024
2025
Number
811
1,133
Percentage
12.8%
19.3%
S1 6-50d, e, f
Note to data related to disclosure “Characteristics of BRD Group’s
employees”
All employee data were reported as headcount at the end of the reporting year. Data does not exclude
any type of employee (i.e., active, inactive). Employee turnover includes both
voluntary and
involuntary contract terminations.
Employee turnover is calculated as follows: the number of departures is
reported relative to the
average headcount for the respective year. The average headcount is calculated as the total headcount
at the end of each month divided by 12. Data is not an estimate. The data
is not validated by an
external body. Reference to the most representative number in the financial statements can be found in
Note 1 Corporate information. Notes to the consolidated and separate
financial statements for the year
ended December 31, 2025.
Characteristics of non-employees
S1 7-55a
Table 19 – Non-employees
2024
2025
Total number of non-employee workers in
own workforce
343
285
Out of which – self-employed workers
320
259
Out of which – workers provided by
undertakings primarily engaged in employment
activities
23
26
S1 7-55b, c, S1 7-57
Note to data related to disclosure “Characteristics of non-employees”
Non-employees are individuals who are not directly employed by BRD,
but which are either self-
employed individuals or contracted through a third party engaged in employment
activity. All data
related to non-employees were reported as headcount at the end of the reporting year. The significant
fluctuation observed during the reporting year is linked to SG Group
strategy, cascaded into BRD
Group’s strategy,
referring to optimization of external resources and also the internalization
of some
niche profiles.
Data is not an estimate. The data is not validated by an external
body.
Collective Bargaining Coverage and Social Dialogue
S1 8-60a, S1 8-63
As of the end of 2025, 99.49% of BRD Group employees were covered
by collective bargaining
agreements (vs 97% as of 2024 end). Both BRD Bank and Sogelease have
their own collective labour
agreement in place covering their respective employees.
As for the other subsidiary there is no collective labor contract. Additionally, the collective labor
agreement concluded at the banking sector level applies only to BRD,
as it is specific to banks, and not
to other subsidiaries. The Executive Board of IMPACT Trade Union has appointed representatives
within the Group European Works Council established at the Societe Generale level. These
representatives also serve as the voice for subsidiaries in Romania, ensuring
that employee interests
are communicated and considered at the European level.
Table 20 – Own workforce covered by collective bargaining and social dialogue
agreements
2025
Collective Bargaining Coverage
Social Dialogue
Coverage
Rate/country
Employees - EEA
Employees –
Non-EEA
Workplace representation
(EEA only)
0-19%
-
-
-
20-39%
-
-
-
40-59%
-
-
-
60-79%
-
-
-
80-100%
Romania
Romania
2024
Collective Bargaining Coverage
Social Dialogue
Coverage
Rate/country
Employees - EEA
Employees –
Non-EEA
Workplace representation
(EEA only)
0-19%
-
-
-
20-39%
-
-
-
40-59%
-
-
-
60-79%
-
-
-
80-100%
Romania
Romania
Note to data related to „Collective bargaining coverage and social dialogue”
All data is reported as headcount at the end of the period. The data is
not validated by an external
body.
Diversity metrics
The sustainability matter of Diversity was not assessed as material by BRD
Group following the
results of the DMA. However, diversity
‑
related metrics provide relevant insights in relation to gender
equality and equal pay for work of equal value. Accordingly, BRD Group discloses these metrics.
S1 9-66a
Table 21 – Gender distribution in
number and percentage at top
management level
2024
2025
Number
Percentage
Number
Percentage
Female
11
42%
10
42%
Male
15
58%
14
58%
Total
26
100%
24
100%
S1 9-66b
Table 22 – Employees by age
groups
2024
2025
Number
Percentag
e
Number
Percentage
Under 30 years old
1,201
19%
925
17%
Between 30 and 50 years old
3,786
61%
3,387
61%
Over 50 years old
1,256
20%
1,205
22%
Total
6,243
100%
5,517
100%
Note to data related to “Diversity metrics”
Top management is defined as members of Board of Directors and Executive Committee, reported as
headcount at the end of the reporting year. All data are reported as headcount at the end of the period.
The data is not validated by an external body.
Social Protection
S1-11
All BRD Group employees benefit from social protection coverage through
a combination of
Romanian public social security schemes and employer
‑
provided benefits, ensuring protection across
all major life events. Romanian legislation provides statutory protection
for sickness, unemployment,
employment injury and acquired disability, parental leave, and retirement, applicable to all employees
working within the Group. In addition to these public schemes, BRD Group
enhances employee
protection through a group life insurance policy covering death from
any cause, partial or permanent
disability resulting from accidents, surgical interventions, hospitalization, convalescence,
fractures and
burns due to accidents, as well as serious illnesses. Furthermore, through
the Collective Labour
Contract of BRD and Sogelease and the Internal Regulation of BRD Asset
Management, employees
are eligible for financial support in cases of death, serious illness, and
for the procurement of
prosthetics.
Training and Skills Development
S1 13-81a, b
The performance management approach is at the heart of Human Resources
management.
The formal evaluation will allow to assess individual contributions
to the collective performance and
to define individual development plans and career development needs.
The Manager ensures that the employees’ objectives are aligned with the
strategy and goals of the
Group, the entity and the team. A mid-year evaluation meeting is recommended
to have intermediary
discussion. The evaluation (at the end of the year) must be objective,
considering the criteria and
objectives established for the position. The manager evaluates employee
performance, both in terms of
results and how they have been achieved.
Career management processes are customer oriented. HR Business partner provides
assistance and
advice to management for all business lines and represents the
interface for all human resource
aspects. For each entity, HRBP supports the recruitment needs management, mobility and training.
22
Table 23 – Career development,
performance reviews and training
hours
2024
2025
Women
Men
Women
Men
Percentage of employees that
participated in regular performance and
career development reviews
89%
94%
88%
95%
Average number of training hours per
employee
59
46
40
30
Note to data related to “Training and skills development”
This data is determined based on the training reports that are generated from
all active e-learning
platforms, including MyLearning, BRD IKnow LMS, Bold Technologies, Coursera, and Udemy
(starting November 2024). The total training hours are calculated by summing
the hours completed by
employees, whether active or inactive, during the selected year, using the criteria "Complete”. To
calculate the average number of training hours per employee, the total
training hours are divided by
the total number of employees reported as headcount at the end of
the year, segmented by gender.
Standard training includes hard skills and soft skills training, internal and
external training (delivered
by internal trainers or external providers), training on specific topics, and
training on different formats:
face to face, virtual/online, e-learnings. One hour of training = 60 minutes.
Health and Safety metrics
S1 14-a-e
Table 24 – Health and Safety
2024
2025
Employees
Non-employees
Employees
Non-employees
Percentage of own workers who are
covered by health and safety management
system based on legal requirements and
(or) recognised standards or guidelines
100%
100%
100%
100%
Number of fatalities in own workforce as
result of work-related injuries and work-
related ill
0
0
0
0
Number of fatalities in own workforce as
result of work-related injuries
0
0
0
0
Number of fatalities in own workforce as
result of work-related ill
0
0
0
0
Number of fatalities as result of work-related
injuries and work-related ill health of other
workers working on undertaking's sites
0
0
0
0
22
Evaluation campaign for
2025 finalized in
2026, percentage out
of the
total population divided
by gender that
participated in
career Evaluation Campaign. Percentage of employees
that participated in regular performance and
career development divided
by headcount reported in S1-6 is 90%.
23
24
25
Number of fatalities as result of work-related
injuries of other workers working on
undertaking's sites
0
0
0
0
Number of fatalities as result of work-related
ill of other workers working on undertaking's
sites
0
0
0
0
Number of recordable work-related
accidents for own workforce
3
0
7
0
Rate of recordable work-related accidents
for own workforce
0.27
0
0.64
0
Number of cases of recordable work-related
ill of own workforce
0
0
1
0
Number of days lost to work-related injuries
and fatalities from work-related accidents,
work-related ill and fatalities from ill
81
0
608
0
Note to data related to “Health and Safety metrics”
All BRD Group employees are covered by the health and safety management
system. Data above are
determined according to the Romanian Law. Investigation files are validated by ITM (Territorial
Labour Inspectorate)
Remuneration metrics
S1 16-a, b
Table 25 – Remuneration metrics
2024
as
reported
2024
as
restated*
2025
Gender pay gap
30.14%
28.52%
28.54%
Annual total remuneration ratio
of the
highest-paid individual to the median for all
other employees (excluding the highest-paid
individual)
29x
25x
26x
(*) The 2024 comparative figures for gender pay gap and annual
total remuneration ratio have been
restated to reflect a revised calculation of annual total remuneration.
Specifically, benefits in kind
(such as, plane tickets, private health insurance or medical subscriptions)
as well as other forms of
variable cash payments (such as vacation vouchers, the 13th salary, loyalty bonuses or meal
vouchers) offered to employees were included in the scope of total remuneration,
whereas they were
not comprehensively captured in the original presentation. These additional
benefits may account for
up to approx. 15% of total remuneration on average and are determined on
an individual basis.
The restatement was performed to align the calculation methodology with
the current reporting
approach and the applicable ESRS requirements, thereby enhancing
consistency and comparability
between reporting periods.
23 Number of employees involved in work
‑
related accidents / the number of total hours
worked, estimated on the basis of the
organisation’s standard annual working schedule adjusted for
recognised non
‑
working days, × 1,000,000.
24
Gender pay gap using total remuneration and represents
the unadjusted ratio according to ESRS requirements
.
25
The highest remuneration paid is x bigger than
the median employee annual total remuneration
(excluding the highest total
remuneration.
Note to data related to “Remuneration metrics”
For BRD Group, total remuneration is comprised of base salary (computed
as monthly salary
annualised), performance bonuses and any other form of variable
cash payments, as well as benefits in
kind offered to employees and management during the financial year.
For the calculation of gender pay gap and remuneration ratio for the reporting
period, bonuses based
on prior year performance (granted during the reporting period) were
used.
BRD Group monitors every year the pay gap between men and women
and its evolution over time and
implements corrective measures, if necessary. However, there is still a gender pay gap at BRD Group
level reflecting a negative impact on gender equality and equal pay for work
of equal value.
Currently, the number of women within BRD Group exceeds the number of men, particularly within
BRD.
The reported gender pay gap is primarily explained by the distribution
of women and men across
different roles and functions within the Group, rather than by pay differences for comparable
work.
Consistent with this, comparisons among employees performing similar roles
do not indicate material
disparities, suggesting that the gap largely reflects role-composition effects (i.e., concentration of
women and men in job categories with different average remuneration).
However, the recruitment process remains fair and strictly focused on candidates' skills and
qualifications for the respective roles.
To ensure fairness in relation to the pay-out of workers returning from parental leave/maternity, a
systematic review of the pay level is carried out on return to work in order
to prevent possible pay
gaps between women and men.
BRD Group monitors every year the pay gap between men and women
and its evolution over time and
implements corrective measures, if necessary.
Incidents, complaints and severe human rights impacts
S1 17-103
In 2025, BRD Group received a total of 5 complaints, all representing discrimination/harassment
alerts
(vs. 11 in 2024) through whistleblowing channels from SG or BRD. Of the 5 alerts received in total, 4
were not confirmed, while 1 alert is currently being processed.
There were no fines, penalties or compensation for damages because
of complaints for
discrimination/harassment in the reporting period.
In addition, no severe human rights incidents connected to BRD Group workforce
have occurred in the
reporting period.
26
C
ONSUMERS AND
E
ND
U
SERS
This chapter includes details on the identified impacts, risks, and opportunities
(IROs) related to
Consumers and end-users, as well as the corresponding policies, actions
and targets. Furthermore,
BRD Group’s overview on the policies, measures and targets is also presented
.
Strategy
Interaction of Material IROs with BRD Group Strategy
S4-SBM-3-9-a, b, S4-SBM-3-10 a, c, d, S4-SBM-3-12
BRD Group's strategy and business model contribute positively to
enhance financial inclusion and
access to essential financial services, aligning with its commitment
to responsible banking and
sustainable economic development. Serving a diverse consumer base – including
individuals,
professionals, SMEs, large corporations, and institutional investors – BRD Group
engages in
sustainable finance
initiatives that support renewable energy projects, reduce greenhouse gas
emissions, protect the environment, create green jobs, and improve
livelihoods in local communities.
These efforts are embedded within BRD Group’s lending and investment strategies, ensuring that
customers benefit from responsible financial solutions while contributing
to long-term environmental
and social sustainability. The Bank plays a key role in facilitating access to financing for first-time
homebuyers, students, and SMEs through tailored programs such as the Prima
Casa state-guaranteed
mortgage program, Study Loans, and European Investment Bank-backed
SMEs financing solutions,
fostering social mobility and financial resilience. Additionally, BRD’s sustainability-related lending
campaigns, such as Expresso Green and Habitat Green, encourage environmentally
responsible
financial decisions, while sustainability-linked loans address both environmental
and social
challenges. Also, BRD prioritizes inclusivity by adapting its infrastructure,
procedures, and
technologies to ensure that all individuals, including vulnerable groups,
can easily access its products
and services.
At the same time, BRD Group assesses material risks and opportunities
through double materiality
analysis, ensuring its strategy remains resilient against emerging challenges.
A key material risk identified pertains to access to quality financial
information, impacting all BRD
Group clients. The complexity of financial products can lead to misinterpretation,
emphasizing the
importance of clear communication, transparent product disclosures, and
financial literacy programs to
protect consumers from financial vulnerability. Ethical marketing strategies and responsible lending
practices are also fundamental to ensuring that financial offerings are presented transparently,
particularly for financially vulnerable individuals. Cybersecurity threats,
data protection failures and
unclear customer information represent material risks that could undermine
customer trust, expose
clients to harm and result in legal or reputational consequences for the
institution. To address these
risks, BRD Group has developed a structured understanding of which consumers
are at greater risk of
harm, relying on customer segmentation analyses, monitoring of
product suitability, complaints data,
accessibility reviews and digital behavior insights. This structured understanding
helps identify groups
of customers at greater risk of harm such as seniors, low-income households, who
are likely to benefit
from simplified regulatory or commercial communications, and enhanced
digital safety.
As a result,
these insights are integrated into product design, digital enhancements, customer
support, and risk
management frameworks. Conversely, strengthening data protection and customer security, enhancing
access to quality and transparent information, designing more inclusive
financial solutions, and
expanding sustainable financing, offer important opportunities to differentiate BRD Group
on the
market, attract new customer segments and reinforce long-term customer
loyalty.
26
Sustainable financing refers to financial
transactions that generate environmental
and/or social benefits, aligning
with either the
Green & Sustainability Linked Loans Framework or
the Green Financing Framework, and may include positive impact
financing
(PIF), sustainability-linked loans
(SLL), and other
specialized loans like
blue or gender
loans. Sustainable financing
encompasses
green or social
loans used to
finance or refinance
eligible Green/Social
Projects, with methodologies
and criteria that
are internally
defined and distinct from the EU Taxonomy's criteria, being less stringent than those in the EU Taxonomy.
Consequently, not all
sustainable finance provided
by BRD Group
will meet the
strict criteria for
EU Taxonomy alignment and the
Sustainable Financing
metric and target presented hereinafter in
this report is an internal metric
and must not be confused with
the Green Asset Ratio
(GAR) KPI under the EU Taxonomy
.
Furthermore, ensuring transparency in product offerings and compliance reporting
is essential to
mitigating risks related to unclear financial information, which
could otherwise lead to customer
dissatisfaction, regulatory scrutiny, and reputational damage. The reliance on clear and quality
financial information is interwoven with BRD’s strategy, as ambiguity in policy terms, product details,
and sales practices poses significant risks, including potential legal disputes
and customer
disengagement, which could impact market competitiveness. To address these risks, BRD emphasizes
transparent communication, consumer financial education, and responsible
lending practices, thereby
strengthening customer relationships and protecting shareholders’
value. Given the nature of BRD
Group’s activities, cybersecurity and data protection are also paramount, as evolving threats could
impact financial integrity and institutional reputation. Strengthening
GDPR compliance, enhancing
cybersecurity measures and investing in digital security frameworks are key
strategic priorities to
safeguard customer information and mitigate risks associated with data breaches.
Sustainable finance presents an important opportunity for BRD to align
its business model with global
sustainability goals while fostering long-term financial resilience. The
bank is well-positioned to
expand its green and social financing portfolio, increasing sustainable
lending in sectors such as eco-
friendly real estate, renewable energy projects and agriculture, and developing ESG
investment
products to meet growing demand. These opportunities not only enhance
BRD’s role as a responsible
financial institution but also contribute to economic growth and
job creation in key sectors.
Additionally, as digital banking adoption accelerates, BRD continues to enhance its digital offer - You
BRD, MultiX, BRD@ffice, Anyma, and All Net - to improve accessibility, operational efficiency, and
security for consumers while ensuring compliance with data protection regulations.
By integrating
robust risk management measures and internal controls, BRD mitigates potential
financial and
reputational risks while differentiating itself as a transparent and reliable partner.
To reinforce consumer trust, BRD continuously invests in financial education, digital tools, and
employee staff programmes that empower customers to make informed financial
decisions.
The interplay between BRD Group’s material impact, risks, opportunities, and strategic actions
underscores its commitment to sustainable economic development,
financial inclusion, and the
transition to a low-carbon economy.
Impact, risk and opportunity management
Type of IRO
Material IRO
Policies
Actions
Metrics
Targets
Risk related to Privacy
BRD Group faces significant risks associated
with the management of customer data security
amidst evolving external cybersecurity threats.
The responsibility to safeguard customers'
personal information, including sensitive
financial details, is paramount. As banking
operations increasingly rely on mobile platforms
and cloud storage, the potential for security
breaches that could compromise personal
information, credit, and debit card data, and
expose customers to financial fraud and data
theft, escalates. These risks not only threaten
the financial integrity of customers but also
pose substantial legal and reputational risks to
the Bank, emphasizing the critical need for
robust cybersecurity measures and vigilant data
security management.
Information and
ICT System
Security
Directive
Customer
Complaints
Policy
Fraud Risk
Management
Policy
GDPR Program
GDPR Trainings,
communications
Total number of substantiated
complaints received concerning
breaches of customer privacy
and
Number of personal data
breaches notified to the local
data protection authority and
rated as “significant” by the Data
Protection officer.
For the material IROs related to Privacy,
Access to quality of information, Security of a
person, Access to products and services, BRD
Group has not identified any material targets
relevant to be disclosed
Risk related to Access to
(quality) information
In the financial sector, access to clear and
quality information is crucial for maintaining
customer trust and brand reputation.
Ambiguities in policy terms, product details, and
sales practices can lead to brand damage, legal
disputes, and a reduction in the range of
services and products offered by entities like
BRD. Customers who are dissatisfied due to
misleading or unclear information may reduce
their engagement with the Bank's products,
leading to adverse financial consequences.
Conversely, entities that ensure transparency in
their policy terms and provide products that are
well-suited to their customers can safeguard
their brand reputation, minimize regulatory
scrutiny, and protect shareholder value.
Additionally, improper communication of
Compliance & Ethics (C&E) data and reports
can result in diminished investor interest, which
could negatively affect the funding and growth
prospects of BRD Group.
Customer
Complaints
Policy
Fraud Risk
Management
Policy
Training staff
District Program
Antifraud
awareness
initiatives
Incidents of non-compliance
concerning marketing
communications
For the material IROs related to Privacy,
Access to quality of information, Security of a
person, Access to products and services, BRD
Group has not identified any material targets
relevant to be disclosed
Risk related to Security
of a person
BRD faces significant risks related to digital
security, which could compromise client safety
during online operations. Such breaches may
result in financial losses, regulatory fines, and
substantial reputational damage.
Information and
ICT System
Security
Directive
Fraud Risk
Management
Policy
Cybersecurity and
Digital Resilience
Program
N/A
For the material IROs related to Privacy,
Access to quality of information, Security of a
person, Access to products and services, BRD
Group has not identified any material targets
relevant to be disclosed
Type of IRO
Material IRO
Policies
Actions
Metrics
Targets
Customer
Complaints
Policy
Positive Impact related to
Access to products and
services (actual)
The impact may manifest through initiatives that
improve access to essential services such as
healthcare and housing, while also expanding
financial inclusion through programs like IFC
Gender Finance, MEDAT, EUROBRD, the EIF
Sustainability Guarantee and the Eco-Tech
Program, which support women, SMEs and
projects focused on accessibility and inclusion.
In addition, BRD enhances access to its own
banking services for vulnerable groups by
improving physical and digital accessibility -
such as digital activation options for seniors,
recyclable cards and expanded payment
solutions for small merchants - making its
products and services more inclusive and user-
friendly.
Customer
Complaints
Policy
Fraud Risk
Management
Policy
Access to
products and
services to
vulnerable people
and persons with
disabilities
N/A
For the material IROs related to Privacy,
Access to quality of information, Security of a
person, Access to products and services, BRD
Group has not identified any material targets
relevant to be disclosed
Positive Impact related to
Sustainable finance
(potential)
The impact may manifest through the
implementation of sustainable finance practices
that support renewable energy projects, clean
mobility, energy efficiency in industries and
buildings or enhancing ESG practices, reducing
greenhouse gas emissions, protecting the
environment, creating green jobs, and
improving livelihoods in local communities.
Societe
Generale
Positive Impact
Financing
Framework,
applicable for
large corporates
Standards for
assessing and
addressing the
ESG risks
Business plan for
sustainable and
positive impact
financing
Sustainable
financing and
ESG investments
Training for the
employees on
sustainable
finance
Climate Change
Summit
New Sustainable Finance
Production
Cumulated Sustainable
Financed Production
Achieve EUR 2.4 billion in sustainable finance
production by 2027.
Achieve EUR 2.4 billion in sustainable finance
production by 2027
Opportunity related to
sustainable finance
The impact may manifest through the
implementation of sustainable finance practices
that support renewable energy projects,
reducing greenhouse gas emissions, protecting
the environment, creating green jobs, and
improving livelihoods in local communities.
Societe
Generale
Positive Impact
Financing
Framework,
applicable for
large corporates
Standards for
assessing and
addressing the
ESG risks
New Sustainable Finance
Production
Cumulated Sustainable
Financed Production
Policies Related to Consumers and End-Users
S4-1
This section presents the policies adopted by BRD Group to manage
the material IROs related to its
clients, as identified during the Double Materiality Assessment. These
policies are designed to ensure an
effective and structured approach to customer management and compliance with regulatory
requirements.
By adopting these measures, BRD Group seeks to enhance customer
experience, uphold ethical business
practices, and mitigate potential risks, ultimately fostering a fair, transparent, and responsible banking
environment.
Information and ICT System Security Directive
MDR-P-65 a
The Information and ICT System Security Directive (IISSD)
policy for BRD and its affiliates outlines key
objectives focused on ensuring the protection of strategic information
assets, including financial,
contractual, business, and personal data, which are vulnerable to security risks.
The policy aims to comply
with national and international laws, preserve client and partner trust, improve
service accessibility,
reduce security incidents, and manage risks, particularly those related
to cybercrime. It emphasizes
protecting the confidentiality, integrity, and availability of ICT systems, addressing risks such as cyber
threats, service interruptions, fraud, and data breaches. The policy’s implementation aims to mitigate
potential financial losses, reputational damage, and legal liabilities. Monitoring
is achieved through
governance mechanisms, adherence to SG Group methodologies, prioritizing
high-risk assets, and
continuous staff training on cybersecurity responsibilities, with a focus on anticipating
technological
trends and managing third-party risks. The policy aligns with SG
Group’s overall risk appetite, ensuring
comprehensive risk management and robust security practices across
all operations. This policy addresses
the material IROs related to Privacy, Access to quality information and Security of a person.
MDR-P-65 b, S4-1-15
The scope of ISS policy at BRD applies to all personnel within BRD's
Head Office, BRD network, and
entities within BRD Group that use or interact with BRD’s ICT systems, including other SG subsidiaries.
These entities are required to align their internal information security
policies with BRD’s, ensuring they
remain consistent with BRD’s updated guidelines unless they conflict with SG Group’s overarching
policies or applicable legal provisions. The policy also extends to third-party
ICT service providers
interacting with BRD’s ICT systems, with responsibilities clearly defined in contractual agreements. The
policy does not cover business continuity and crisis management
(except for cyber resilience), fraud
(which is managed by Antifraud Department, physical security (handled by
Security Department), staff
loyalty (managed by Human Resources Department), or the accuracy
and lawfulness of information
content (the responsibility of BRD or its Affiliates). All users of BRD’s ICT systems, including
employees, consultants, temporary staff, and third-party representatives, are
required to adopt safe
cybersecurity practices, with potential disciplinary measures for violations,
such as negligence or
deliberate breaches. Considering the activities carried out by BRD Group
as a financial institution, this
policy covers also all its clients.
MDR-P-65 c
The CEO is accountable for the implementation of this policy. The function of CISO – Director of
Information Security Division - is managing the cyber security activity
in BRD Groupe Société Générale.
Information Security Division defines governance and represents the
second level of defence team for
Information Security. Another independent team (SOC) is dedicated for operational security and is
equivalent to first level of support. The SOC team is reporting to the Chief
Technical Officer,
Head of
Infrastructure Production and Operations Department.
MDR-P-65 d
With the implementation of the IISSD policy (Information & IT / Information Systems Security
Directive), BRD Group commits to respect the framework related to ICT security
and identity
management. The policy follows a comprehensive Information and ICT
Security Framework, which
includes principles validated under specific rules and technical details
adapted to BRD’s needs, while
ensuring compliance with the broader Societe Generale (SG) Group
standards. BRD's ICT services
development integrates the principles of Security by Design and Security by Default,
ensuring that both
functional and non-functional requirements align with best practices in
security and privacy. Furthermore,
BRD’s Identity and Access Management (IAM) framework is aligned with SG Group’s strategy and
executed in compliance with SG-issued instructions and procedures. These
include instructions on
identity management, lifecycle management of user accounts, and
the proper governance of access rights
across BRD’s ICT systems. The policy also incorporates measures to mitigate risks related to
unintentional or intentional manipulation of ICT systems during development,
maintenance, and
deployment. These standards ensure that BRD's practices align with
both internal guidelines and external
best practices in ICT security and identity management
MDR-P-65 e
In setting the IISSD policy, careful consideration was given to the interests of key stakeholders by
consolidating their roles and responsibilities within the policy. The responsibilities of various
stakeholders, including all personnel, the COO of BRD, the CIO, and expert
functions, are clearly
outlined to ensure clarity and accountability. Furthermore, the policy underwent consultation with the
relevant departments in the Bank and was validated to ensure it aligns
with the interests and requirements
of all parties involved, ensuring their needs and perspectives were considered
in the final framework.
MDR-P-65 f
The policy is made available to stakeholders and those responsible for
its implementation through various
means. All personnel, including those of BRD, SG subsidiaries, and ICT
third-party representatives, are
required to undergo Information & ICT Security training and awareness programs.
This ensures they are
aware of their responsibilities and the consequences of non-compliance. BRD's
management body is also
actively trained to under-stand and assess ICT risks, with training provided
regularly in cooperation with
the CISO’s team. New employees receive a set of documents outlining key security obligations before
interacting with BRD's ICT systems, while ICT third-party representatives
are required to sign
confidentiality and security agreements. The full Information & ICT Security
policies, including the
IISSD BRD, are published and permanently accessible on the internal platform,
IntraLegis, and can be
disclosed to ICT third-party representatives upon request. Additionally, all employees and ICT third-party
representatives are required to attend initial and regular training sessions
to ensure continuous awareness
and compliance with the policy. This approach ensures that all relevant stakeholders are well-informed
and equipped to implement the policy effectively.
Customer Complaints Policy
MDR-P-65 a, S4-1-15
The key content of the policy focus on the management of complaints
from customers, investors, non-
customers. It outlines the processes for receiving, registering, managing,
analyzing, and resolving
complaints, along with the steps to ensure that responses are communicated back
to the complainants. The
policy addresses the material IROs related to privacy, access to quality information, security of a person
and access to products and services.
The general objectives of the policy are to maximize the positive
impact manifested through the
provisions of clear, precise, and easily accessible information, including through digital platforms,
contributing to better transparency and informed decision-making for customers.
This approach also helps
mitigate the risk of customer dissatisfaction due to misleading or
unclear information. The policy relates
to material risks, including customer dissatisfaction and potential reputational
damage, and offers
opportunities for improved customer service and communication. The monitoring
process of the policy is
carried out through a set of managerial and operational controls, with the
responsibility for overseeing this
process resting with the Quality Director. The Quality Department is tasked with informing the Bank's
management, including the Management Committee and Board of Directors,
when necessary, about the
key indicators monitored in the complaint management process, the causes of
complaints, and any
potential risks identified.
MDR-P-65 b
The scope of the policy applies to all types of complaints expressed in writing
or verbally, including those
from individual and corporate clients, non-clients, investors, and other
interested parties. The policy is
specifically limited to BRD level and does not extend beyond this scope.
It addresses complaints across
various activities and stakeholder groups directly interacting with BRD
but does not cover entities outside
of BRD, nor does it extend to other geographical areas or parts of the
value chain. Additionally, BRD AM
and BRD Sogelease also have their own customer complaints framework,
publicly available on their
website.
MDR-P-65 c
The General Secretary is responsible for the implementation of the policy, under the direct supervision of
the CEO.
MDR-P-65 d
The policy respects the EBA Guide 04/10/2018 for complaints handling
for the securities (ESMA) and
banking (EBA) sectors and SG policy (SG Code) regarding complaints
management.
MDR-P-65 e
In setting this policy, BRD consulted with internal key stakeholders to incorporate their concerns and
suggestions during the internal approval process.
BRD also has a permanent dialogue with clients and
representatives of Associations such as the Association of Romanian Users
of Financial Services
(Asociatia Utilizatorilor Romani de Servicii Financiare). For the internal
stakeholders all relevant
departments (Compliance Department, Legal Department, Data Protection,
commercial departments)
were consulted according with the process of approving internal regulations.
For the external
stakeholders, feedback is constantly captured during regular interactions
and included were considered
necessary in the internal regulation.
MDR-P-65 f
The relevant policy regarding the management of complaints is available
on BRD’s intranet.
Fraud Risk Management Policy
MDR-P-65 a
The Fraud Risk Management Policy outlines the key principles and guidelines
for effectively managing
fraud risk, both internal and external, within BRD. It establishes the general
framework for fraud
prevention, detection, mitigation, and response, aligning with legal regulations,
market realities, and the
policies of SG Group. The primary objective of this policy is to
minimize BRD’s exposure to fraud-
related risks by implementing preventive measures, swiftly detecting
potential or actual fraud, mitigating
its impact, and ensuring the recovery of losses resulting from fraudulent
activities targeting the Bank, SG
Group, or their clients. The policy is continuously monitored through
evaluation instruments, internal
controls, and clearly defined roles and responsibilities to ensure compliance
and effectiveness in fraud
risk management. The policy addresses the material IROs related to
Privacy, Access to quality
information, Access to products and services.
MDR-P-65 b
The Fraud Risk Management Policy applies to all employees of BRD, regardless
of their employment
type, including permanent, temporary, full-time, part-time, remote, and apprenticeship contracts.
Additionally, compliance with the policy is mandatory for individuals engaged with the Bank through
various professional relationships, such as those seconded from other employers,
temporary workers
provided by labour agencies, service providers under contractual agreements,
and individuals conducting
professional internships, including students and doctoral candidates. The
policy serves as a fundamental
component of BRD’s overall risk management framework, ensuring that all relevant stakeholders adhere
to the established principles for fraud prevention, detection, and mitigation.
The policy applies across all
BRD units and operations. However, its scope does not extend to external entities that are not in a direct
or contractual relationship with BRD.
MDR-P-65 c
The Executive Committee is the most senior level accountable for the implementation
of the Fraud Risk
Management Policy. It holds the final responsibility for supervising the management of fraud risk,
ensuring that antifraud principles are upheld, and that an effective system of prevention
and control is in
place.
MDR-P-65 e
In designing the Fraud Risk Management Policy, considerable attention was given to the interests of key
stakeholders. The policy was developed to address the concerns of all
parties impacted by fraud risk—
including employees, management, customers, investors, and regulatory bodies—by
clearly defining the
roles, responsibilities, and conduct required to prevent and detect fraudulent
activities. It aligns with legal
regulations, the operational realities of the markets in which the bank operates,
and the overarching
policies of SG Group. This holistic approach ensures that employees
are equipped and accountable for
enforcing the policy, while customers and investors benefit from a robust framework that minimizes fraud
risk and protects their interests. Moreover, by incorporating comprehensive evaluation instruments and
control mechanisms, the policy supports transparency and trust, thereby
reinforcing the integrity of the
bank and its commitment to safeguarding the interests of all its stakeholders.
MDR-P-65 f
The Fraud Risk Management Policy is made readily available to all potentially
affected stakeholders
through multiple communication channels and training initiatives. It is integrated
into the bank’s internal
regulatory framework and is disseminated via internal platforms, formal
training sessions, and regular
communication actions. This ensures that employees are aware of their role
in preventing and detecting
fraud. Additionally, service providers, interns, and other external parties involved in the bank’s operations
receive the necessary information and guidance on implementing the policy. The comprehensive
approach to communication and training guarantees that all stakeholders
who are responsible for
implementing the policy have access to up-to-date guidelines and operational
procedures, thus supporting
a robust supervisory environment and effective fraud prevention practices across
the organization.
S4-1-15
The Fraud Risk Management Policy is specifically designed to govern the
behaviour and responsibilities
of internal stakeholders and those in a contractual or temporary relationship
with the bank, such as
employees, service providers, etc. It does not directly cover all consumers
or end-users. However, by
ensuring robust fraud prevention, detection, and mitigation measures are effectively
implemented by these
key groups, the policy indirectly benefits consumers by reducing fraud
risks and enhancing the overall
security and trustworthiness of the bank’s operations.
Societe Generale Sustainable Financing Framework
MDR-P 65 (a)
27
The Sustainable Financing Framework aims to support activities that generate
positive environmental and
social impacts while mitigating negative impacts. Its objectives are
to align with the United Nations
Sustainable Development Goals (SDGs) and the Paris Agreement by
financing sustainable projects. The
framework covers climate change mitigation and adaptation, renewable
energy and energy efficiency,
social inclusion, and responsible economic development. It establishes
a rigorous monitoring process,
including regular impact assessments and transparent reporting to stakeholders.
This framework covers all
the climate change-related material IROs identified during the double
materiality assessment in
downstream (portfolio) only, therefore addressing climate change mitigation, climate change adaptation,
and energy efficiency, as well as the positive impact and opportunity related to sustainable finance.
MDR-P 65 (b)
The framework applies globally to SG Group and its consolidated
subsidiaries (including BRD Group),
covering a range of banking and financial products. It focuses on key
sectors such as renewable energy,
low-carbon transport, green buildings, and social projects related to healthcare,
education and affordable
housing. Exclusions include industries such as tobacco, weapons and gambling,
ensuring alignment with
responsible investment principles. In terms of geographies, this policy
is applicable everywhere BRD
Group is active. Upstream value chain and affected stakeholders are not explicitly
covered by the scope of
this policy. SG’s
framework was implemented locally in the normative framework
and is applicable to the
large corporates, on a tailor-made basis.
MDR-P 65 (c)
The implementation of the framework is overseen at SG Group level by
the Positive Impact Bond
Committee, chaired by Societe Generale's Head of Group Treasury. This committee is responsible for
ensuring compliance, reviewing eligible activities and fostering transparency
through periodic reviews
and disclosures.
At BRD level, depending on the value, sustainable finance transactions can
be approved by either the
Executive Committee or the BoD.
MDR-P 65 (d)
The framework aligns with globally recognized standards, including
the International Capital Market
Association's (ICMA) Green Bond Principles, Social Bond Principles,
and Sustainability Bond
Guidelines. Additionally, it references the EU Green Bond Standard, ensuring adherence to best practices
in sustainable finance.
MDR-P 65 (e)
The policy takes into account the interests of various stakeholders,
including investors, regulatory bodies,
and civil society. SG actively engages with stakeholders through dialogue, consultations, and alignment
with international sustainability initiatives to ensure its financing activities
align with societal
expectations and regulatory requirements.
MDR-P 65 (f)
The framework is publicly available on SG’s website
(20211104-societe-generale-sustainable-and-
positive-impact-bond-framework.pdf), ensuring transparency and accessibility
to all relevant
stakeholders, including investors, clients, and regulators. SG commits
to regular updates and disclosures,
including annual impact reports and second-party opinions to validate compliance
and performance.
27
SG Sustainable and Positive Impact Bond
Framework (20211104-societe-generale-sustainable-and-positive-impact-bond-
framework.pdf)
Standards for Assessing and Addressing the ESG Risks
MDR-P-65 a, b
The Standards for assessing and addressing the ESG risks policy establish
clear guidelines for the
governance of sustainable products and services offered to both individual and corporate
customers. Its
key contents include defined objectives, rules, and perimeters for issuing
and managing these products
and services, as detailed in the bank’s instructions. These instructions regulate every phase of the
customer relationship lifecycle—from onboarding and product granting
ongoing management and
eventual closure of the business relationship. The policy is designed
not only to enhance transparency and
performance in response to evolving market conditions and customer
needs, but also to address material
impacts and risks, such as ESG risks in the lending process. Specifically, it identifies opportunities to
finance the sustainable economy while incorporating a risk-based approach
to environmental, social, and
governance factors. Monitoring of the policy is carried out through continuous
evaluation, measurement,
and regular revisions, capitalizing on customer surveys, complex research,
and the bank’s sustainability
strategy. Furthermore, the policy is subject to rigorous validation and approval by responsible units,
ensuring compliance with legal frameworks and alignment with the bank’s overall strategic principles and
culture. This policy addresses the material IROs related to Sustainable
finance.
MDR-P-65 c
The highest level for the approval of new products is the Executive Committee,
with the BoD being
informed, based on internal set criteria.
MDR-P-65 e
In setting this policy, BRD consulted with key stakeholders to incorporate their concerns and suggestions.
The internal framework related to new products follows a well-regulated
circuit for issuing, updating and
validation: establishes the departments impacted by the updates (e.g. Legal,
Data Protection, Compliance,
Product owners, Product experts, Business Distribution, Financial, Risk
etc), consult key internal
stakeholders, obtaining their validation and finally approval from Executive
Committee, as the case,
according to the competencies establish at bank level.
At the same time, prior to issuing a policy related to the creation of
the products and services offered by
the bank, BRD is also organizing focus groups research with actual and potential
bank customers selected
from relevant customers segments, with a clear objective of gaining their
insights and feedback related to
the ideal product/service prototype and features. The results of
the focus groups are
communicated/presented to the responsible internal stakeholders (product
managers, business directors,
marketing managers, customer experience managers, distribution
managers, etc. and further on to the
relevant executive directors and BoD) who will create or reshape the offers also considering
this valuable
information.
MDR-P-65 f
The internal policy is made available only for internal stakeholders. It
is not relevant for the external
stakeholders/ customers/ end-users who have all needed support documents/
materials/ instructions/
guides/ pre-contractual and contractual documentation/presentations
made available on BRD website and
by request in the branches and Call Centre.
S4-1-15
The policy is tailored to cover specific customer segments rather
than applying uniformly to all
consumers and end-users. Depending on the product perimeter, it covers different groups such as
corporate customers, small business customers, business professionals,
freelancers, and private
individuals. This segmentation allows the bank to address the unique
needs, risks, and regulatory
requirements associated with each customer group, aiming for the products
and services to be
appropriately designed and governed for the intended target audience.
Human Rights Commitment in Relation with Consumers and End-Users
S4-1-16, S4-1-17
BRD Group is deeply committed to respecting human rights by adhering
to SG Group Transversal
Statement on Human Rights, which aligns with international initiatives such
as the Universal Declaration
of Human Rights and its additional commitments, the fundamental conventions
of the International Labor
Organization (ILO); the UNESCO World Heritage Convention, the Guidelines for Multinational
Enterprises of the OECD (Organization for Economic Cooperation and Development)
and the United
Nations Guiding Principles
on Business and Human Rights.
This commitment extends explicitly to the human rights of consumers and
end
‑
users, ensuring that all
clients are treated with dignity, fairness, and non
‑
discrimination, and that they benefit from safe,
transparent, and accessible financial products and services.
Respect for consumer rights is integrated into BRD Group’s CSR Policy and operationalized through
employee training, responsible marketing standards, transparent product
information, data
‑
protection
measures, and processes designed to safeguard vulnerable consumers. BRD
also engages directly with
consumers through multiple channels - such as customer satisfaction surveys,
complaints mechanisms,
accessibility reviews, and dialogue with consumer
‑
protection organizations - to understand expectations
and identify potential risks.
To provide or enable remedy where human
‑
rights impacts may occur, BRD Group maintains accessible
and responsive grievance and complaint
‑
handling mechanisms, investigates customer claims with
impartiality, and implements corrective measures when issues are identified. These systems ensure that
clients can report concerns related to unfair treatment, discrimination,
privacy breaches, product
suitability, or barriers to access, and that BRD Group takes timely action to address and prevent
recurrence.
Engagement with Consumers and End-Users
S4-2-20
BRD Group incorporates the perspectives of its customers into its decisions
and activities aimed at
managing actual and potential impacts on them. Key to this approach is
the ongoing efforts for adaptation
to market evolution, regulatory requirements, and the specific needs
of its customers, which supports the
development of new products and services, including financing the
sustainable economy through lending
products. BRD Group also integrates environmental, social, and governance
(ESG) factors into its lending
process, analyzing potential risks based on a differentiated, risk-based approach. Regular
communication
with customers is an important aspect of the business strategy, with regular surveys conducted to gather
feedback on various aspects of its offerings, including products, services, processes,
and customer-bank
interactions. The feedback collected through these surveys is essential
for reshaping the business strategy,
refining offers, improving processes, and identifying business opportunities,
particularly when survey
results indicate underserved market segments. Additionally, customer feedback plays an important role in
shaping the ESG strategy, for example through closeness in communication during events like the
tobacco sector exit strategy, where proactive engagement is designed to minimize disruptions.
Additionally, subsidiaries like BRD Sogelease and BRD AM utilize similar engagement methods to tailor
their services and improve client relationships.
S4-2-20 a, S4-2-20 b
Engagement occurs directly with BRD Group customers for private
individuals and with their legitimate
representatives for businesses.
The customer research department conducts regular surveys on an extended
list of subjects of interest, in
which engagements occur directly with relevant customers and uses external
studies and research
conducted by renowned companies, which serve the respective topic of
interest for the bank.
For corporate clients, surveys are conducted through external research
agencies, as follows:
●
The annual Corporate Net Promoter Score (NPS), for a selected list of
SME &TCC companies
●
The 2nd day call survey, recurrent for all SME companies that purchase certain banking products,
the questionnaire being sent to legal representatives shortly after
the sale of the product
Also, before launching certain products (e.g. SLL for SME), a double survey
was conducted, with a
quantitative survey carried out by the Research team and a qualitative
survey carried out by the SME
Relationship Managers together with the Product Manager. The purpose is to assess the corporate clients'
appetite for the specific credit product and, based on the feedback collected,
adjust the parameters and/or
conditions of the product.
After the ESG analysis is finalized, the eventual recommendations, conditions
of the business relationship
to respect, actions that the client must enforce to improve its ESG practices
and to align them to SG
Group standards, or eventual restrictions of the business relationship
to respect, are shared by the bank
(cover-age teams) to the impacted clients. These can be reflected in a side letter or
as contractual
provisions.
S4-2-20 c
The operational responsibility for ensuring consumer and end-user engagement
and integrating the results
into the bank’s strategic approach lies with middle and senior management, including Board Members.
They are continuously informed about the findings of surveys and studies conducted
by the bank and are
actively involved in decision-making processes and necessary actions. Specifically, Retail Customer
Value
Management (RCVM) Directors, the RCVM Executive Director, and the Retail Deputy CEO play
a key role in overseeing and managing this engagement, ensuring
that consumer feedback is effectively
incorporated into the Bank’s products, services, and overall strategy.
The Corporate Directors, together with the Corporate Executive Director
and the Deputy Global
Corporate CEO, exercise governance and strategic oversight of this engagement.
They ensure that
customer feedback is captured, evaluated, and integrated into
the Bank’s products, services, and long-
term strategic objectives, thereby reinforcing transparency, accountability, and alignment with
stakeholder interests.
S4-2-20 d
BRD Group has a systematic approach for assessing the effectiveness of engagement
with customers,
along with tracking relevant agreements or outcomes:
●
Use customer complaints application to track and manage customer complaints.
Maintain
detailed records of customer complaints.
●
Internal audits: perform regular audits to evaluate the efficiency of processes.
●
Continuous improvement: implement a feedback loop to use customer
insights for continuous
improvement of engagement strategies.
●
Develop and execute action plans based on the outcomes and feedback
received from customers.
If the case, adjust the parameters of certain product before launching.
S4-2-21
BRD Group takes several steps to gain insight into the perspectives
of consumers and end-users who may
be particularly vulnerable to financial impacts or marginalized, such as individuals
with disabilities and
financially vulnerable clients. In identifying vulnerable consumers, BRD
applies the national legal
definition of vulnerable customers as stipulated by Law no. 258/2017, which
transposes EU Directive
2014/92/EU, rather than using a separate internal definition.
To understand the perspectives of these customers groups, BRD relies on a combination of
customer
‑
segmentation analyses, monitoring of product suitability, complaints data, accessibility
assessments of branches and digital channels, and insights drawn
from patterns in digital behaviour. The
bank also gathers feedback through customer satisfaction surveys, targeted consultations,
and interactions
with clients using basic banking services or dedicated assistance
channels.
To support financially vulnerable individuals, BRD Group offers a dedicated basic current account with
essential banking services, for which information is clearly displayed
in bank branches and on BRD’s
institutional website under the “Servicii de baza” section.
In addition, a document describing how the
services meet the accessibility requirements is available on BRD website
on a dedicated page ( Informatii
privind accesibilitatea pentru consumatori a serviciilor din oferta BRD.pdf).
Regarding Digital Accessibility, YouBRD
application is accessible and compatible with Voice Over
readers. The mobile application was enhanced further with new
functionalities; a new online onboarding
flow is available for individuals, online consumer lending, investments
services (including BRD AM
funds distribution) and fully digital data update.
Processes to Remediate Negative Impacts and Channels for Consumers and
End-Users to Raise
Concerns
S4-3-25 b, c
BRD Group provides multiple channels for consumers and end-users to
raise their concerns or needs
directly with the bank and have them addressed. These channels are established
by BRD itself and include
both internal and external mechanisms:
●
Direct Contact: Customers can engage directly with BRD employees at branches.
●
Call Centre: MyBRD Contact service allows customers to reach out via
phone.
●
Email: Customers can submit concerns through mybrdcontact@brd.ro.
●
Online Complaint Form: Available on the Bank’s institutional website under the "Contact" section via
the "I make a complaint" option.
●
Chat Function: A dedicated chat feature on the institutional website enables
real-time communication.
●
Written Complaints: Customers can send letters to BRD’s head office, directed to the Quality
Direction.
●
Banking Applications: The internet banking platforms provide a
messaging section for submitting
concerns.
●
Social Media: Customers can interact with BRD via its official social media accounts,
such as
Facebook.
In addition to BRD’s internal complaint-handling mechanisms, customers can also escalate their concerns
to various external institutions, including:
●
National Authority for Consumer Protection
●
Centre for Alternative Dispute Resolution in the Banking Field
●
Entity for Alternative Dispute Resolution in the Non-Banking Financial Field
●
National Bank of Romania
●
National Supervisory Authority for Personal Data Processing
●
Financial Supervisory Authority
●
Romanian Presidency and Romanian Parliament
If a customer receives a negative response from BRD regarding their complaint,
the reply includes a list
of institutions where they can further escalate their concerns.
Additionally, regarding BRD Asset Management activity, investors in investment funds have access to all
the general customer complaint channels provided by BRD, along with direct
contact options for BRD
AM via email or phone. These multiple complaint-handling avenues
ensure accessibility, transparency,
and efficiency in addressing customer concerns.
BRD’s website contains clear institutional information, the complaint-handling process, possible
remedies, and communication methods.
BRD Group also applies grievance handling expectations across its business
relationships. It requires
relevant partners - such as outsourcing providers, payment processors,
insurance distributors, IT service
suppliers, and fintech collaborators - to maintain accessible complaint
channels or to follow BRD defined
procedures for recording, escalating, and resolving customer concerns
on a case-by-case basis, if required.
These requirements are embedded in contractual clauses, service
level agreements, compliance
obligations, and data protection (GDPR) provisions. BRD Group further
supports partners through
guidance, training, and periodic monitoring to ensure that their mechanisms
function effectively and that
any consumer issue raised through a partner is promptly escalated to BRD
and appropriately addressed.
S4-3-25 d
BRD ensures effective tracking, monitoring, and resolution of customer issues through
a structured
approach that involves dedicated departments, periodic analysis, and internal
controls. The Quality
Direction continuously analyses complaints to monitor the evolution
of key indicators, identify
dysfunctions in services, products, or processes, and assess potential
risks, whether isolated or recurring.
This analysis helps detect common root causes, allowing the bank to
take corrective actions and improve
customer experience. The identified malfunctions and their corresponding corrective
measures are closely
monitored until full resolution is achieved. To ensure the effectiveness of its complaint channels, BRD
has established clear internal rules and procedures for complaint management,
including mechanisms for
whistleblowing and data protection, ensuring that customer concerns are
handled efficiently and in
compliance with internal and external regulations. Every complaint receives
a personalized response
within the designated internal timeframe, reinforcing transparency and
consumer trust. Additionally, BRD
has implemented internal managerial controls that track the efficiency of issue resolution
across BRD
Group, ensuring that all identified risks and incidents are documented,
monitored, and addressed
following the bank’s risk management framework. BRD Sogelease follows similar complaint resolution
procedures, providing customers with various reporting channels, including
online submission, and
ensuring that all concerns are managed according to internal regulatory
frameworks. At the same time,
BRD AM systematically monitors petitions through its Compliance Department,
maintaining an internal
complaint registry while also reporting all petitions on a quarterly basis to ASF, the supervisory authority,
ensuring external oversight and regulatory compliance.
BRD ensures that consumers and end-users are informed about and have confidence
in the established
structures and processes designed to address their concerns and needs.
These systems are transparent,
easily accessible, and regularly updated to maintain high standards of responsiveness
and efficiency. The
bank actively encourages customer feedback and continuously improves
its mechanisms based on
consumer input, ensuring a reliable and trustworthy platform for addressing
concerns. BRD Sogelease
reinforces awareness and trust in these processes through periodic
internal communication via email for
staff, as well as mandatory compliance training sessions that highlight available
channels, internal
procedures, and protective measures. For external end-users, including customers,
suppliers, and partners,
the complaint resolution process is clearly detailed on BRD Sogelease website,
and each end-user
receives a timely response to their complaint, in line with internal timelines.
BRD AM follows a similar
approach, ensuring that all stakeholders are informed about the available
complaint mechanisms and
reassured of their effectiveness. Additionally, BRD has policies in place to protect individuals from
retaliation when they use such structures or processes, reinforcing
a safe and transparent environment for
raising concerns.
Actions related to Consumers and End-Users
MDR-A-a, S4-4
BRD Group is committed to ensuring the security, accessibility, and transparency of its products and
services while promoting sustainable finance initiatives. This section
outlines the key actions taken to
address the material impacts, risks and opportunities identified in relation
to customer privacy, data
security, access to quality information, access to products and services and sustainable finance. By
implementing robust cybersecurity measures, enhancing transparency
in communication, and improving
access to banking products, BRD Group aims to strengthen customer
trust and safeguard financial well-
being. Additionally, BRD Group leverages sustainable finance opportunities to support environmental
and social progress, reinforcing its role as a responsible financial institution.
Following the completion of certain awareness raising initiatives at the
end of 2024 and into 2025, such
as The Money Road podcast, which have since been concluded and
replaced by other measures, BRD
Group remains committed to ensuring the security, accessibility, and transparency of its products and
services while promoting sustainable finance initiatives.
Actions Implemented to Manage the Risks Related to Privacy
To manage the material privacy-related risk identified through the double materiality assessment, BRD
Group continued to implement the GDPR Program and the annual GDPR
Training and Communication
Program in 2025. These actions are complemented by a broader privacy governance
system consisting of
several initiatives that include the Data Protection Officer, Data Protection Correspondents at branch and
subsidiary level, Data Protection Impact Assessment (DPIA),
information classification rules and the
regulatory monitoring framework.
GDPR Program
BRD Group has developed a comprehensive GDPR Program that was
actively monitored quarterly by top
management. This program was designed to ensure the implementation of
GDPR requirements, including
improving various data protection aspects and managing transversal projects
that involved GDPR
considerations. The outcomes of these actions include better management
of personal data, improved
compliance with GDPR regulations, enhanced data privacy for customers,
and stronger data protection
governance throughout the Group, had enabled the identification of areas
for improvement, and corrective
actions have been taken where needed. These efforts contributed directly to the Group's
policy objectives
of ensuring data security and maintaining trust with customers.
The scope of these key actions encompassed all relevant bank activities,
particularly those that involve
handling personal data. The actions affected all stakeholder groups, particularly
customers whose data is
processed, as well as the internal departments responsible for ensuring
compliance.
BRD’s GDPR Programme has been closed in 2025, however actions related to personal data protection
and compliance with GDPR requirements are continuously monitored,
improved and reported quarterly to
the Top Management within the Compliance Committee, and is considered to be business as usual.
GDPR Trainings, communications
BRD has implemented organizational measures as required by GDPR, such as improved
security
protocols, internal audits, and updated data processing policies. Communication
efforts, including updates
and reminders regarding GDPR compliance, have been conducted to maintain
awareness and ensure
continuous adherence to regulations.
The expected outcomes of these actions include improved data protection
awareness across the
organization, enhanced compliance with GDPR, and minimized risks associated
with data breaches.
These measures help BRD Group ensure that it meets its policy objectives of
safeguarding personal data
and ensuring the rights of individuals are upheld. By continuously
training staff and implementing the
necessary organizational measures, there will be a high level of preparedness in
managing data privacy
and security.
The scope of these actions covers all employees within BRD
Group, as well as any other personnel acting
under BRD Group’s control, including contractors or third-party service providers who may have access
to sensitive data. The GDPR training and communications efforts extend across the entire
organization,
ensuring that all personnel, regardless of their role, are familiar with data
protection principles.
The time horizons for these actions are long term, being ongoing, with
training sessions and
communications being held regularly. The implementation of organizational measures is also part of
recurrent activities, meaning they are continuously updated and
improved based on the evolving
regulatory landscape and emerging risks.
Quantitative and qualitative information regarding the progress of
these actions includes the completion
of all scheduled GDPR training sessions and the continuous monitoring
of GDPR compliance through
internal audits. The implementation of organizational measures has resulted in the development
of
improved data protection procedures, which are regularly reviewed and
updated to maintain compliance
and security.
During 2025 various courses are provided, some to all employees, others
to specific groups of employees
exposed to GDPR incidents or requested by regulatory authorities.
BRD Group’s initiatives aimed at complementing the actions taken to manage privacy risks are as
follows.
Data Protection Officer and Data Protection Correspondents
BRD Group has a structured data protection governance system centered
on a designated Data Protection
Officer and a dedicated Data Protection Cell within the Compliance Department,
supported by Data
Protection Correspondents across subsidiaries and head office business units. This
network ensures
GDPR compliance by maintaining processing records, supporting data
subject rights requests, conducting
required assessments, analyzing breaches, and coordinating remediation.
The framework covers all
banking activities across the Group and extends to upstream and downstream
processes, ensuring
consistent application of BRD’s data protection principles. Its long-term objective is to strengthen
compliance, reduce the risk of data breaches, and enhance customer trust.
When incidents occur, BRD
applies a structured remediation process—breach analysis, documentation,
corrective actions and
communication—to restore affected individuals’ rights and fulfil legal obligations.
Data Protection Impact Assessment (DPIA)
At BRD Group level a series of DPIA analyses were performed. Following
the most recent analysis the
Group has not identified the need to consult the relevant authority (The
National Supervisory Authority
for Personal Data Processing - ANSPDCP), as no high / significant residual
risks were identified for the
envisaged persons, following the measures implemented. At the same time,
following the DPIA analysis
performed, the Bank identified several supplementary measures, and
their implementation is followed by
the Internal Control Committee.
Classification and protection of information
BRD has implemented a comprehensive information protection framework
that establishes clear
ownership and classification of all information assets across the organization. Each
department and
employee is responsible for the data they create or handle, ensuring that every
piece of information is
properly classified and protected according to its sensitivity. This classification-based system applies to
all internal activities and is continuously monitored and improved to adapt
to evolving security threats.
Employees receive ongoing training to ensure consistent application
of protection measures, contributing
to a safer information environment and supporting BRD’s objectives of safeguarding data, reducing risks
and maintaining regulatory compliance.
Actions Implemented to Manage the Risks Related to Access to
Quality Information
To address the material risk of customers receiving incomplete, unclear or difficult to understand
information, BRD Group continued to offer in 2025 structured training programmes
designed to improve
the clarity and quality of information delivered by frontline staff, the District Program
and Anti-fraud
awareness initiatives. These actions are complemented also by other initiatives
– the Contractual and
Communication Framework and the Regulatory Watch.
Training staff
BRD Group has in place a structured and recurrent training program
to ensure that all employees who
interact with customers, with the objective of ensuring accurate,
transparent, and high
‑
quality customer
information and service delivery.
We ensure that all front
‑
office employees are properly prepared to deliver accurate and high
‑
quality
information to our customers through a structured curriculum that includes
“Induction“ (delivered by HR
trainer with ongoing updates on normative from Retail business), “Sales Force
Effectiveness“(program
built together with McKensey and delivered by Retail change agents
and HR Trainers, “Data First“
(program built on SG level and deployed on MyLearning platform, “Data
Days” (delivered by Business
Intelligence BRD) “Clients’ Commercial Approach by Phone“ (delivered
by HR trainer with curricula
built with Retail business, “CreditUp Training“ (delivered by Retail Network support), and
“Financial
Analysis Training“ (delivered by HR technical trainer).
Together,
these training programs strengthen employees’ technical, commercial,
customer
‑
interaction
capabilities, and data quality, enabling consistent, professional, and customer
‑
centric service across all
touchpoints.
District Program
Throughout 2024 and 2025, District BRD has organized 16 regional events in eight cities,
attracting more
than 1,200 participants. Its newsletter, District News, has delivered 18 editions to a base of over
48,000
clients, covering topics such as legal and tax regulations, market trends,
and practical recommendations.
The events have earned an impressive average rating of 4.9 out of 5, thanks
to the expertise of renowned
trainers and consultants.
The program’s content has addressed critical themes such as leadership and organizational culture,
entrepreneurial resilience, adaptive leadership, strategic transformation,
operational efficiency and smart
decision-making in uncertain times. Looking ahead, District BRD
aims to become even more practical
and interactive, tackling current challenges faced by entrepreneurs. Upcoming
topics include resilience
and balance in business, the Blue Ocean mindset, artificial intelligence
as a strategic accelerator and
adapting to new fiscal regulations.
District BRD continues to target both existing BRD clients - entrepreneurs
and SME owners seeking to
expand and optimize their operations - and potential clients who could
benefit from BRD’s financial
services and the program’s resources. With its growing community and forward-looking approach,
District BRD is shaping the future of entrepreneurial development in Romania.
Antifraud awareness initiatives
In the final months of 2024, BRD launched the #ItCouldHaveBeenYou anti-fraud communication
campaign, aimed at raising public awareness about online fraud tactics and
equipping consumers with the
knowledge for own protection. This initiative aligned with BRD’s commitment to consumer protection,
cybersecurity awareness, and financial literacy, reinforcing trust in digital banking. The campaign
leveraged social media, online platforms, and traditional media to disseminate
key information, targeting
a broad audience, including individual consumers, businesses, and
online banking users across Romania.
The campaign contributed to BRD’s policy objectives by reducing fraud risks, promoting safe financial
behaviours, and enhancing digital security knowledge.
During 2025, BRD continued to systematically raise public awareness on
online fraud tactics, both on
social media (under the #ItCouldHaveBeenYou antifraud campaign) and dedicated newsletters. The
actions were aligned with BRD’s commitment to consumer protection, cybersecurity awareness, and
financial literacy, reinforcing trust in digital banking.
Furthermore, antifraud awareness initiatives were delivered across prominent
universities in Romania,
within several regions. Other educational actions in close collaboration with The
Romanian Association
of Banks include radio interviews and conferences dedicated to protecting
consumers from financial fraud
risks. Moving forward, BRD will evaluate the campaign’s effectiveness through customer feedback,
engagement metrics, and fraud prevention data, ensuring continuous
improvement in protecting
consumers from financial fraud risks.
BRD Group’s initiatives aimed at complementing the actions taken to manage the risks related to aAccess
to Quality Information are presented below.
Contractual and Communication Framework
BRD Group applies a structured Contractual and Communication
Framework to ensure that all
information provided to consumers is clear, accurate and compliant. Before any contractual,
commercial
or marketing material reaches customers, it undergoes validation by the Legal and
Data Protection
departments, and, when needed, by Product Management, Customer Experience
and Marketing. This
multi
‑
layered review process ensures that all consumer
‑
facing information—across products, campaigns
and service interactions—is complete, understandable and aligned
with regulatory and ESG requirements.
The framework is applied consistently throughout BRD’s operations and value chain and is monitored on
an ongoing basis. Progress is assessed through internal controls and customer
feedback, allowing BRD to
continually refine its communication practices and uphold high standards of
transparency, responsible
conduct and consumer protection.
Regulatory Watch
BRD Group maintains a continuous regulatory watch process to
monitor draft and newly adopted
legislation, ensuring that all legal requirements are correctly implemented
and that customers receive
accurate, compliant and accessible information. The General Secretariat
tracks legislative developments,
the Legal Department validates applicability once laws are adopted,
and the Compliance Department
oversees their implementation across all business areas. This ongoing
process helps prevent regulatory
sanctions, protects the bank’s reputation, and strengthens internal awareness and training. Through these
efforts, BRD maintains high compliance standards and reinforces customer confidence
by ensuring clarity
and precision in all legally required communications.
Actions Implemented to Manage the Risks Related to Security of
a Person
BRD has consistently reinforced its cybersecurity posture in line with
its Cyber Defense Strategy,
focusing on prevention, detection, response, and resilience. In 2025, the
Bank implemented different
actions grouped under “Cybersecurity and Digital Resilience Program”:
End-users (employees and external collaborators) Security Measures
Strengthened employee and external collaborators, who connect
to the bank’s IT system, cybersecurity
awareness, requiring to sign and apply the Confidentiality and Information
Security Obligations Annex,
to participate in periodic cybersecurity trainings, webinars, and regulatory
(mandatory) e-learning, as well
as periodical phishing exercises.
Customer-Focused Security Measures
●
Thoroughly informed by email the customers about how to protect themselves
in case of phishing
or ransomware attacks and how to protect their personal information
in the remote banking
application (YOU).
●
Kept offering free security solution for remote banking applications, involving advanced
authentication, real-time threat detection, and proactive fraud monitoring—helping
customers
prevent and recover from cyberattacks. These measures aim to protect
customers at every stage of
their digital banking journey, ensuring secure and uninterrupted operations while reinforcing trust
in BRD’s digital ecosystem.
●
Applied Security by Design and Privacy by Design principles to all
new or major modified
applications (including remote banking application), embedding security
controls throughout the
development lifecycle.
●
Performed annual penetration tests to the internet exposed applications.
By embedding security controls across onboarding, authentication, transaction
monitoring, and
incident response flows, BRD ensures that every interaction—whether
through mobile banking,
online platforms, or third-party integrations—is protected against evolving
threats. These efforts
safeguard personal data, financial assets, and digital trust, supporting BRD’s commitment to secure
and responsible banking.
Regulatory and Risk based Security Measures
BRD Performed a Tabletop Cyberattack Simulation Exercise conducted in a hybrid setting, both on-site
and remote; the exercise benefited from the active participation of all involved
parties. The scenario
recreated realistic challenges, thus testing the team's ability to manage unpredictable
situations efficiently
and promptly. Based on the facilitators' observations, the results of the exercise highlighted an
understanding of internal procedures and effective collaboration between the organization's various
departments. The exercise proved to be a success, demonstrating
the organization's ability to respond
appropriately and promptly to unforeseen situations, with the crisis coordination
unit playing a crucial
role.
Implemented measures to ensure full compliance with EU Regulation 2022/2554
(DORA). BRD’s
compliance efforts under DORA cover all four pillars of the regulation:
1.
Enhanced cyber risk management practices
2.
Extended third-party risk oversight
3.
Structured and regular security testing (including the TLPT
exercise in close cooperation with the
National Bank of Romania (NBR)
4.
Reinforced incident management capabilities
Actions Implemented to Manage the Positive Impact Related to Access
to Products and Services
Expanding equitable access to financial and non
‑
financial services remains an important component of
BRD Group’s mission to support sustainable economic development, social inclusion and
competitiveness. In 2025, BRD advanced a series of strategic initiatives aimed
at widening access for
underserved customer groups, facilitating participation in national and European
funding programs, and
supporting SMEs and entrepreneurs in their green, digital and social transitions.
IFC Gender Finance – Women Entrepreneurs Access Initiative
During 2025, BRD implemented the IFC Gender Finance initiative,
which marked a significant step
forward in enhancing financial inclusion for women entrepreneurs.
The bank refined its offering by
repackaging financial products with a gender specific perspective
and adapting communication so that
women-owned enterprises - most of which are small businesses
and early-stage companies - can more
easily understand and access available solutions. The initiative also expanded
access through nonfinancial
support, as BRD integrated training, mentoring and networking activities
delivered through the District
Program and the Startarium platform. These complementary services
strengthened the bankability of
women entrepreneurs and improved their capacity to manage and
scale their businesses. As part of its
broader effort to make access easier, BRD enhanced lending features, such as preapproved loans, flexible
working capital solutions, grace periods that reflect maternity
and childcare needs and simplified credit
processes aimed at reducing documentation and shortening approval
times. While revenues were
conservatively projected using only unsecured working capital
loans, the initiative covers the full lending
portfolio and is expected to grow in 2026–2027 with clear quantitative
assumptions for loan origination
across Retail Small Business, Non-Retail and Personal Individuals segments.
EUROBRD – Access to EU Funded Investment Projects
BRD also expanded access to finance through the EUROBRD
platform, which provides complete
financial and advisory support to enterprises engaging in EU funded
investment projects. In 2025, the
bank continued offering financing instruments that cover cofinancing and prefinancing needs,
support for
noneligible expenditures, credit lines and letters of guarantee, enabling
firms to implement complex
projects across regional programs, Just Transition schemes and NRRP initiatives. A major facilitator
of
access was BRD’s close advisory relationship with clients, which covered all project stages - from
concept development to the monitoring phase conducted by managing
authorities. To help entrepreneurs
identify suitable funding opportunities more efficiently, BRD also strengthened its nationwide
partnerships with specialized consultancy firms, a national premiere
collaboration.
EIF Sustainability Guarantee (PNRR) – 70% Guarantee for Sustainable
Loans
In 2025, BRD advanced the implementation of the EIF Sustainability Guarantee
received in 2024 under
the PNRR program, which provides a 70 percent guarantee on eligible loans.
This mechanism enabled the
bank to extend financing for working
‑
capital needs and sustainable investments, particularly those with
green or social characteristics.
These actions are expected to reduce collateral barriers, increase
lending
capacity for sustainable and accessibility
‑
focused projects, and expand BRD’s reach to beneficiaries who
might otherwise lack access to traditional financing.
The scope of the initiative targets SMEs and small mid
‑
caps pursuing sustainability
‑
or
accessibility
‑
driven investments. It also indirectly benefits individuals with disabilities
who make use of
the upgraded services, workplaces, or technologies. In 2025, BRD concentrated on
the roll
‑
out and uptake
of the guarantee, with continuing utilization expected in 2026–2027, including
alignment with EU and
national programs where relevant. As 2025 was the first full
operational year after receiving the 2024
ceiling of 120 million EUR, utilization results will begin to be reported
from 2026.
Women Entrepreneur Program (MEDAT)
– De Minimis Aid 2024–2027
BRD continued to strengthen access to finance for women led SMEs
through its role as an implementing
partner in the national Women Entrepreneur Program managed by MEDAT.
In 2025, following the
signing of the Collaboration Agreement, BRD supported the processing
of de minimis aid applications
and provided complementary credit facilities from its own resources
to assist beneficiaries in meeting
program conditions. The multiannual program anticipates supporting 4,000
beneficiaries between 2022
and 2027 and is designed to increase access to funding packages combining
grants and loans while
stimulating the development of an entrepreneurial culture among women.
These efforts are expected to
improve financial readiness, drive business growth and strengthen long-term
sustainability for women led
SMEs.
The program serves women-owned SMEs nationwide. In 2025, BRD focused on
establishing operational
processes and supporting client intake, with full implementation expected
to continue through 2026–2027
based on the national program’s timeline. While the program has been active since prior years, 2025
marks the beginning of BRD’s formal involvement as an implementing bank, with beneficiary data and
disbursements to be reported as MEDAT call cycles progress.
28
SME Eco TECH Program – Green and Digital Investments (Swiss -
Romanian Cooperation Program)
BRD’s participation in the SME Eco Tech Program reflects its commitment to widening access to green
and digital transformation financing for manufacturing SMEs. After being accepted
as a partner bank in
2025, BRD started preparing the processes for extending investment
loans that enable clients to access the
program’s mixed funding model, which combines grants of up to 40 percent of eligible costs with bank
financing covering at least 60 percent. This structure is designed to
facilitate investments that improve
environmental performance, increase productivity and competitiveness,
and support job creation and
retention within the manufacturing sector.
The initiative focuses specifically on manufacturing SMEs,
their employees and the communities
benefiting from greener production and expanded digital capabilities.
In 2025, BRD concentrated on
implementing operational processes, while actual disbursements will
occur mainly in 2026–2027 in
accordance with the program calendar. As a new initiative in 2025, this year serves as the baseline, and
progress indicators will be reported once the first loans are disbursed
in 2026.
Actions Implemented to Manage the Positive Impact and Opportunity
Related to Sustainable
Finance
In 2025, BRD Group continued its sustainable finance initiatives aligned
with the Horizon 2025/2027
commitment to reach EUR 2.4 billion in sustainable finance transactions
by the end of 2027, both for
corporate and retail clients
. The approach is anchored in EU sustainability policy frameworks, including
the EU Green Deal, Romania’s National Recovery and Resilience Plan, and the EU Circular Economy
Action Plan, ensuring coherence with European standards and market
practices. The objective is to
expand sustainable financing volumes, accelerate client transitions
to low carbon and socially responsible
models, and strengthen transparency and impact measurement.
BRD Group's sustainable finance solutions target both upstream and downstream
value chain actors,
offering tailored financing options to support environmental and social impact projects.
Geographically,
these initiatives primarily focus on BRD Group’s operational regions, with local implementation aligned
with European sustainability goals and global financial standards.
Business plan for sustainable and positive impact financing (Downstream)
BRD Group is taking important steps to promote sustainable finance
and support corporate clients in their
sustainability transition and implemented an annual business plan
for sustainable and positive impact
financing, starting 2021, contributing to the achievement of the policy objectives
and targets related to
sustainable finance.
The objective of the plan is to mitigate actual and potential negative
environmental or social impacts,
through supporting clients in aligning with sustainability goals. Transactions must drive an environmental
or social benefit, thus an impact analysis is carried out when structuring
the dedicated product or
transaction for large corporate clients.
BRD Group assesses sustainable finance impacts using recognized methodologies,
either disclosed by
clients or provided by qualified third parties, and, for sustainability
linked instruments, through ESG
ratings and/or borrower KPIs. Transactions with identified negative environmental or social impacts
require remedial actions or may be declined, in line with Societe Generale’s E&S Sectoral Policies, which
exclude sensitive sectors.
These assessment frameworks ensure that financing supports measurable
positive outcomes—such as
lower emissions, improved efficiency, and social inclusion—while aligning with SG’s environmental and
28
BRD Group’s EUR 2.4bn sustainable finance target is
set at Bank level.
social principles and BRD Group’s objective of promoting sustainable economic growth and minimizing
negative impacts.
Sustainable financing and ESG investments
To ensure accountability and measurable impact, BRD applies recognized standards (LMA Green Loan
Principles and Sustainability Linked Loan Principles), across relevant transactions,
dedicated to large
corporates. Also, the ESG risk management process assures that
the positive impact is not overcome by
the negative impacts
Tailored solutions for large corporates and a standardized offer for SMEs
The solutions cover large corporates with bespoke structures in alignment with the
SG Positive Impact
Financing Framework and SMEs with standardized solutions, based on
the SG internal taxonomy
reflecting eligibility criteria of environmental or social nature.
BRD supports green bond issuance on international markets and assists
clients in structuring transactions
to international sustainability standards.
The Bank advances environmental or social impact financing in renewable
energy, clean mobility,
healthcare, education, local employment and social inclusion.
Launch of the first Sustainability Linked Loan for SMEs on the Romanian
market
In 2025, BRD enhanced its efforts to cater for its SMEs customers’ ever-evolving needs by launching
an
innovative product, for the first time on the Romanian market, a Sustainability-Linked
Loan (SLL)
specifically designed for SMEs. This financing solution is intended to encourage
the integration of
Environmental, Social, and Governance (ESG) objectives into the business
strategies of SMEs, by
offering interest margin adjustments (upward or downward), based on the achievement of pre-agreed
sustainability performance indicators. Eligible beneficiaries are
companies with an annual turnover
exceeding EUR 10 m, seeking loans of at least EUR 1 m, that have
already implemented or plan to
implement sustainability goals and/or ESG factors within their operations.
The scope encompasses SME
clients across Romania, affecting management teams, employees and local communities
through
improved sustainability practices. If adverse impacts arise, remediation
is pursued through performance
linked covenants and corrective action plans. Relative to prior years, this
represents a qualitative step
change by introducing performance linked to SME financing on
the market. This key action in 2025 is
planned to scale through 2026–2027.
Apply international standards and ESG safeguards in origination. Deliver
sustainable financing for large
corporates in 2025
In 2025 BRD delivered notable transactions, including a green loan of RON
688 million in a syndicated
facility supporting Distribuție Energie Oltenia SA. energy distribution activities.
A green loan
commitment of RON 175 million was made available off-balance sheet to a private energy distributor.
BRD contributed RON 40.2 million in a syndication for Electrica SA
to fund acquisitions, CAPEX and
intragroup loans related to renewable energy and battery storage at operating
or ready to build stages.
BRD coordinated and granted a EUR 190 million sustainability linked
club loan to NE Property BV,
committing EUR 100 million and acting as mandated lead arranger, lender, sustainability structuring bank
and facility agent. BRD granted a EUR 73.5 million green loan to Rivus Investments
for a major
regeneration project in Cluj Napoca, transforming an industrial site
into a mixed-use complex while
improving surrounding infrastructure. The Bank renewed a green
loan of up to EUR 5 million to Hyundai
Auto Romania for exclusively electric personal transport vehicles and
related infrastructure under the IFC
climate finance criteria for clean transportation. BRD acted as Joint Global
Coordinator, Structuring Bank
and Joint Sustainability Coordinator in a syndicated loan linked to sustainable
objectives for Autonom
Services, refinancing and financing fleet and equipment purchases through
a EUR 250 million revolving
facility and an EUR 50 million unsecured facility.
These financings are key actions executed in 2025. The expected outcomes
are accelerated energy
transition, urban regeneration with improved social amenities, fleet
electrification and expansion of
taxonomy aligned activities, contributing to BRD’s policy objectives, and the 2027 target. The scope
spans energy distribution, renewable generation and storage, clean transportation
and mixed-use urban
redevelopment, primarily in Romania, with stakeholder benefits
for consumers, local communities and
employees. The time horizons vary by transaction, from one-year renewals
to seven-year revolving
structures, with project CAPEX cycles distributed across 2025–2027. Remediation
pathways are
embedded via covenants, reporting and ESG safeguards; corrective
actions are taken if adverse impacts
are identified. Compared to prior periods, 2025 shows quantitative progress
through the new volumes and
qualitative progress through wider taxonomy alignment and SLL structuring.
Launch of a strategic supplier finance program with Auchan Romania
In 2025 BRD launched a five-year strategic partnership with Auchan Romania
to promote a sustainable
financing package exclusively for Auchan suppliers. The program supports
decarbonization of operations
and products and allows SMEs, large companies and SPVs to access financing
for energy efficiency,
electric mobility, low carbon technologies, resource reduction solutions and sustainability linked loans.
Companies benefit from specialized consultant networks to define
objectives and measure progress, and a
dedicated website ensures transparent promotion.
This is a key action initiated in 2025, planned to scale throughout the five-year
convention. Expected
outcomes are supplier decarbonization, improved energy performance, expanded
adoption of clean
mobility and water efficiency solutions, contributing to BRD’s transition objectives, and the 2027 target.
The scope covers downstream value chains of retail suppliers in Romania,
affecting company workforces
and local communities through more efficient operations. Where adverse impacts
are identified,
remediation is addressed through program criteria, ESG safeguards, and
corrective measures with
participating companies.
Expand strategic partnerships and leverage public funds
BRD expanded partnerships with IFC, EIF/EIB, the newly established Investment
and Development
Bank, and the Ministry of Economy, Digitalization, Entrepreneurship and Tourism. Through the EIF
Sustainability Program in 2025, BRD granted loans to sustainable SMEs
for working capital and
investments in energy efficient buildings, technologies and equipment that reduce energy use and GHG
emissions, and fully electric vehicles. BRD Sogelease’s partnership with the EIB provided favorable
financing for SMEs in transportation and agriculture.
This is a key action in 2025 with continued deployment planned for 2026–2027.
Expected outcomes are
broader access to affordable sustainable financing for SMEs, accelerated adoption
of clean technologies,
and measurable reductions in energy intensity, contributing to policy objectives and targets. The scope
covers SME activities across Romania, with upstream engagement with European
institutions and
downstream coverage of diverse sectors; stakeholder groups include SME
owners, employees and local
communities. The time horizon aligns to program windows through 2025–2027
with periodic allocations.
Where negative impacts are detected, remedy is supported through program
conditions and ESG
safeguards. Progress versus prior periods is demonstrated by increased program
utilization and expanded
eligible investment categories in 2025.
Cooperation with IFC continued in 2025, notably in blue finance and gender
finance product
development. This was also a key action in 2025 with further rollout planned
for 2026–2027. Expected
outcomes include increased client uptake, sectoral transition acceleration,
and improved access to
sustainable financing for SMEs, advancing policy objectives on inclusion
and decarbonization. The scope
includes corporate and SME portfolios across Romania, with affected stakeholder
groups comprising
employees, communities and vulnerable consumers benefiting from social
impact projects. Remediation
mechanisms apply when projects display adverse environmental or social signals,
with escalation through
ESG policies. Progress versus prior periods is visible through
expanded SME offerings and deepened
social impact project support in 2025.
Promote responsible investment through BRD Asset Management
BRD Asset Management helps more than 150,000 clients invest
and save through investment funds and
contributes to economic development as a responsible investor. BRD AM has been a Principles for
Responsible Investment (PRI) signatory since April 2022, integrates sustainability
principles across all
products, and has managed an Article 8 fund since July 2023.
This remains a key, ongoing action with continued enhancement planned. Expected outcomes are
improved ESG integration in portfolios and increased client access
to responsible investment options,
supporting policy objectives on sustainable savings. The scope covers
retail and institutional investors in
Romania. The time horizon is continuous, with periodic product and disclosure
updates through 2025–
2027. If portfolio companies present material adverse impacts, stewardship
and engagement processes
support remedy pathways. Progress versus prior periods includes sustained
Article 8 offerings and
continued PRI aligned practices.
Looking forward, BRD Group aims to continue prioritizing energy efficiency, clean mobility, green real
estate, water treatment, agriculture and health projects while enhancing its
support for SMEs through
more standardized financing solutions. It continues to refine its methodologies
and expand its sustainable
finance offerings based on lessons learned from prior periods.
Training for the employees on sustainable finance
BRD has made progress in integrating Environmental & Social (E&S) awareness
and sustainable finance
principles into its corporate culture by implementing a series of dedicated training
programs for
employees. In 2025, the Bank conducted 66 dedicated training sessions
on E&S analysis and sustainable
finance, facilitated through both internal and external trainers at
the local level, as well as with support
from the Societe Generale (SG) Group. These training programs were
delivered in various formats,
including physical workshops, virtual sessions, and e-learning modules,
ensuring accessibility and
engagement across different teams.
A key achievement in the last couple of years was the successful deployment
of the Climate Fresk
programme, training over 1,600 employees and meeting the bank’s goal of reaching 30% of its staff. In
2025 the program has been continued and finalised in October 2025 with additional
107 employees,
including the newcomers from Network.
Furthermore, BRD continued and finalised the ESG Academy in 2025,
an education programme aimed to
improve awareness and expertise in sustainable finance. The awareness component
includes a series of
five fundamental-level courses in short e-learning formats, which will
be progressively rolled out to all
BRD employees. In 2025 the last e-learning from the whole learning
journey was deployed to all staff.
In 2025, BRD continued the investments in training of functions involved
in originating sustainable
finance transactions on the new SPIF methodology implemented by the Group.
IFC specialists delivered 1 session of the training dedicated to Blue Finance
with 187 participants from
Corporate and Retail perimeters, but support functions as well. Also,
another workshop “Customer Value
Proposition” was delivered by IFC to 18 people from Corporate and Retail
functions.
There were 3 events with 4 sessions /workshops on sustainable finance
and investments 589 participants
(Corporate, Risk, TCC) sustained by internal experts
These efforts reflect BRD's commitment to enhancing its workforce's capabilities
in managing
environmental and social impacts effectively.
Climate Change Summit
29
The 2025 edition of the Climate Change Summit went beyond the boundaries
of a simple conference,
transforming into a space for ideas, connection and concrete action. For
an entire week, Bucharest became
a hub for dialogue be-tween the economy, research, education and social innovation, bringing together
leaders to discuss energy transition, public policies in the face of climate change, the
role of technology
and the contribution of communities to the green transition.
The summit strengthened its status of largest event dedicated to climate change in
the region, gathering
hundreds of participants from Romania, Bulgaria, Greece, Serbia, North Macedonia
and Slovenia over the
course of a week, alongside 30 complementary initiatives, demonstrating
the growing impact and
relevance of this regional movement.
The event at the Palace of Parliament marked the beginning of CCS
Week (October 22–25), a series of
thematic days dedicated to sustainability and collective action. The week
extended the summit beyond the
stage and panels, turning Bucharest into a vibrant space for dialogue,
inspiration and engagement.
The main event brought together over 60 speakers, with more than 1,300
people attending in person at the
Palace of Parliament in Bucharest. The online broadcast of the event
reached over 1 million views.
One of the summit’s highlights was the Climate Change Summit Awards ceremony,
dedicated to those
who proposed innovative and practical solutions to today’s climate challenges. The awards aimed to
identify and support ideas from Central and Eastern Europe that can generate
real impact in communities.
The competition was open to young professionals, PhD students,
researchers, NGOs, and small and
medium-sized enterprises (SMEs). On October 21, the three winners
received grants totalling €15,000 and
international exposure to help develop their sustainable projects.
The Summit continued throughout the entire week, with a total of
1,750 participants attending the various
events organized in Bucharest and across the region.
No significant monetary amount of Capex or Opex were required to implement
all the above-mentioned
actions.
Metrics and Targets
Targets and Metrics Related to Consumers and End-Users
For the material IROs related to Privacy, Access to quality of information, Security of a person, Access to
products and services, BRD Group has not identified any material
targets relevant to be disclosed. The
Group established processes are anchored within the functions that have day-to-day
responsibility for
ensuring adherence to its policies.
Target for the Cumulated Sustainable Finance Production
Achieve EUR 2.4 billion in sustainable finance production by 2027.
The metric and targets related to Sustainable Finance are presented below.
BRD Group has set clear time horizons for its sustainable finance
initiatives. BRD Bank set an initial
target of EUR 1 billion in sustainable finance transactions by 2025, which was already
achieved in
September 2024 and now is focused on achieving the new
target of EUR 2.4 billion by 2027
,
contributing to SG’s broader commitment to achieving EUR 300 billion in sustainable finance
transactions on the same time horizon, by 2027.
The target is set for the Cumulated Sustainable Finance
Production metric, which is measured in monetary units (EUR) and reflects
the cumulated volume of
29
BRD Group’s EUR 2.4bn sustainable finance target is
set at Bank level.
30
financing dedicated to sustainable projects across various sectors. Regular
impact reporting and continued
monitoring throughout the implementation period to track progress against
these targets. As of the end of
December 2025 the cumulated value
was 2.3 billion EUR (vs.1.4 billion EUR as of the end of
December 2024).
Another sustainable finance metric that BRD monitors is the New Sustainable
Finance Production, which
in 2025, at BRD bank level, reached EUR 917 million, covering
a diversified range of clients, both for
corporate and retail clients. This amount represents the total value of new
lending and financing
commitments originated during the reporting period that meet BRD’s internal sustainable finance
eligibility criteria. The metric is calculated based on the gross amount
of new loans, credit facilities
approved and signed during 2025.
BRD Bank's target to achieve EUR 2.4 billion in sustainable finance production by
the end of 2027 aligns
with SG Group’s sustainability policies and objectives. This target supports the SG Environmental and
Social (E&S) General Principles by integrating environmental and social
considerations into financial
decision-making, mitigating risks, and ensuring compliance with regulations.
It also aligns with Sector-
wide E&S Policies, helping BRD prioritize financing in sustainable sectors
while avoiding
environmentally harmful industries.
Furthermore, the target contributes to the Societe Generale Group’s Climate Policy, supporting the
transition to a low-carbon economy by financing green projects and reducing
exposure to carbon-
intensive sectors. It is also in line with the SG Positive Impact Financing
Bond Framework for large
corporates, which promotes investments in projects that generate positive
environmental and social
impacts, such as renewable energy and social inclusion, while ensuring transparent
reporting and
accountability.
For standardized sustainable finance transactions dedicated
to SMEs and retail clients, the
internal SG sustainable finance taxonomy is used, defined on eligibility
criteria both for environmental
and social objectives. The target is also used to track the effectiveness of the Business plan
for sustainable
and positive impact financing. It addresses all climate change mitigation
adaptation and energy material
impacts, risks and opportunities, apart from the negative impacts related
to carbon emissions and the use
of non-renewable energy.
The target applies to all BRD activities related to sustainable finance, including corporate
lending, and
retail banking. It covers financing activities across downstream value
chains, addressing direct clients and
potential clients. The geographical scope includes BRD’s operational regions, covering Romania, with
potential contributions from SG Group initiatives across the broader European
market. The upstream
value chain does not fall under the scope of this target.
The target applies to the period 2021-2027, with regular interim milestones to
monitor progress. Annual
reviews are conducted to ensure alignment with BRD Bank's
sustainability goals and regulatory
expectations, with interim targets set for each year to ensure a steady trajectory towards
the 2027 goal.
The target is defined using methodologies aligned with SG/BRD Group’s sustainability strategies.
Significant assumptions include continued availability, stable economic conditions, and increasing client
demand for sustainable financial products. Data sources include internal financial
reporting systems,
regulatory disclosures, and third-party verification mechanisms to ensure
accuracy for certain categories
(SLL financing).
The sustainable finance target is grounded in policy frameworks such as the EU
Green Deal. BRD
ensures that financed projects align with sustainable development goals
(SDGs), with a focus on climate
change mitigation and adaptation.
30
This target is measured in monetary units (EUR), reflecting
the cumulated volume (starting 2021 up to 2025
year end) of
sustainable financing.
The target was defined based on consultations with internal stakeholders directly
involved in the
origination process. Their operational expertise and insights ensured that
the target is realistic, aligned
with internal processes, and integrated into BRD’s origination practices, adapted to the maturity of the
Romanian market.
Progress towards the sustainable finance target is monitored and reviewed regularly
through internal
governance structures, in the quarterly monitoring of business strategy and
financial reporting systems.
Metrics used to track progress include the total volume of sustainable
financing, progress towards the
established targets, and trends of evolution compared to the target. In addition, on an annual basis,
we
assess the trend of the sustainable finance market. Performance is assessed through
quarterly and annual
reviews, ensuring that progress remains in line with initial projections
and allowing for corrective actions
if necessary. As of end of December 2025, the cumulative sustainable financing production value is EUR
2.3 billion.
No significant changes have been made to the target or its underlying measurement
methodologies since
its initial definition.
Metrics Related to Privacy and Access to Quality Information
Having in view that the ESRS Topical Standard related to Consumers and End-users does not provide any
specific metrics, BRD Group uses internal metrics for monitoring
events related to Privacy and Access to
Quality Information.
Table 26 –
Metrics related to Privacy
2024
2025
1.
Total number of substantiated complaints received
concerning breaches of customer privacy, categorized
by:
8
11
i.
complaints received from outside parties and
substantiated by the organization.
8
10
ii.
complaints from regulatory bodies
0
1
2. Number of personal data breaches notified to the
local
data protection authority and rated as “significant” by the
Data Protection officer.
0
0
A substantiated complaint represents a written statement by regulatory
or similar official body addressed
to the organization that identifies breaches of customer privacy, or a complaint lodged with the
organization that has been recognized as legitimate by the organization.
The metric ‘Number of identified leaks, thefts or losses of customer data,’ previously
disclosed in the
2024 Consolidated Sustainability Statement, has been replaced with the new
metric referenced in point 2
above. This change was made to enhance the relevance of the disclosed metric
and ensure consistent
alignment with information presented to management and regulatory
authorities:
-
“‘personal data breach’ refers to a breach of security leading to the
accidental or unlawful
destruction, loss, alteration, unauthorised disclosure of, or access to,
personal data transmitted,
stored or otherwise processed, produced at Bank’s level which is notified to local data protection
authority and is considered significant in terms of risk based approach.
Another indicator monitored by BRD refers to incidents of non-compliance
in marketing communication.
During 2025 and 2024, BRD did not identified any incidents of non
‑
compliance with regulations or
voluntary codes concerning marketing communications.
8.4.
G
OVERNANCE
I
NFORMATION
B
USINESS
C
ONDUCT
This chapter includes details on the identified impacts, risks, and opportunities
(IROs) related to Business
Conduct, as well as the corresponding policies, actions and metrics
are provided.
G1-GOV-1-5
Information about the role of BoD and EC related to business conduct are
reported in the chapter
“General Disclosures”.
Impacts, risks and opportunities management
Type of IRO
Material IRO
Policies
Actions
Metrics
Targets
Positive Impact
related to
Corporate
Culture/ actual
The impact may
manifest through
the promotion of
an ethical and
responsible
corporate culture
that encourages
integrity,
transparency, and
respect in all
operations and
interactions,
contributing to a
positive working
environment,
considering the
fact the Bank is a
Public Interest
Entity and listed
on the Bucharest
Stock Exchange.
-
Code of
Conduct
-
Conflict of
Interests
Policy
-
Principles
and rules
governing
the fight
against
corruption
-
Strengthening
Culture &
Conduct
through
yearly
maturity
assessments
and targeted
communication
and training
programmes
-
Strengthening
BRD Group’s
Corporate
Culture
through robust
feedback
mechanisms
N/A
Not established
Negative Impact
related to
Protection of
Whistle-blowers/
potential
The impact may
manifest through
the lack of
effective whistle-
blower protection
mechanisms,
discouraging the
reporting of
unethical
behaviour due to
fear of retaliation.
-
Code of
Conduct
-
Principles
and rules
governing
the fight
against
corruption
-
Strengthening
Culture &
Conduct
through
yearly
maturity
assessments
and targeted
communication
and training
programmes
-
N/A
-
Not
established
Negative Impact
related to
Corruption and
bribery -
Prevention and
detection
including
training/
potential
The impact may
manifest through
the lack of
adequate
mechanisms for
corruption
prevention and
detection, as well
as insufficient
employee training,
which may
increase the risk
of corrupt
practices.
-
Conflict of
Interests
Policy
-
Principles
and rules
governing
the fight
against
corruption
-
Strengthening
Culture &
Conduct
through a
yearly maturity
assessments
and targeted
communication
and training
programmes
-
Conducting
annual
conduct risk
and anti-
corruption
assessments
and integrating
ABC clauses
-
Incidents of
corruption or
bribery and
ABC training
coverage
-
Not
established
Type of IRO
Material IRO
Policies
Actions
Metrics
Targets
into third party
agreements
Business Conduct Policies and Corporate Culture
G1-1-9
At BRD Group, corporate culture is deeply rooted in the values that define
its Leadership Model. These
values – Customer First, Integrity, Care, Team Spirit, Innovation, Responsibility, and Commitment –
serve as the foundation for how BRD Group interacts with its customers,
supports its employees, and
leads by example within the organization. They reflect a culture of performance, accountability, and
alignment with Société Générale (SG) Group's strategy, always keeping the client at the forefront of BRD
Group efforts.
To establish and develop this corporate culture, BRD Group implemented a range of initiatives aimed at
embedding these values into every aspect of its operations. Leadership
and training programs play a
critical role in fostering the desired behaviours. For instance, BRD
maintains an annual training plan that
enhances technical expertise, compliance awareness, and soft skills
development. These efforts are further
complemented by the Climate Fresk workshops and ESG Academy
(described in more detail in the
“Consumers and End-users Chapter”), which underscores our commitment
to sustainability and equip
employees with knowledge to develop actionable ideas to address climate
change.
BRD Group considers onboarding as a crucial step integrating new
employees into its organizational
framework. Onboarding processes have been improved with digital and
automated workflows, ensuring a
seamless transition for newcomers. Programs such as "Welcome to BRD" introduce new employees to
BRD Group organizational values, compliance requirements, and responsibilities,
setting the tone for
their engagement with the Group.
Governance plays a pivotal role in reinforcing BRD Group corporate
culture. The Culture and Conduct
program implements a structured roadmap focused on governance
frameworks, risk management, and
communication. This program is overseen by designated roles such as the Culture
and Conduct
Correspondent and Conduct Officer, ensuring accountability and alignment with SG Group standards.
The roadmap is reviewed annually at the executive level to measure progress
and refine objectives.
Promoting an environment of psychological safety and corporate culture continued
in 2025 through
initiatives like the "From Feedback to Forward - a conference encouraging
open dialogue among
colleagues across the entire organization. A communication plan was designed to
reunite in a consistent
and effective manner all the messages and initiatives regarding culture and conduct.
Moreover, BRD
launched this year a transversal feedback pilot initiative to a limited
number of our staff, as a
supplementary to the usual yearly evaluation process. The initiative
aims to consolidate both collaboration
and efficient communication between departments, supporting continuous and coherent
developments.
To evaluate and strengthen BRD Group’s corporate culture, we rely on robust feedback mechanisms, such
as SG Barometer Survey and Organizational Health Index (OHI). For more details
related to OHI please
refer to the section “Actions Related to Business Conduct” within
this chapter. The SG Barometer Survey
is detailed in the S1 – “Own Workforce” chapter.
Policies Related to Business Conduct
SG Code of Conduct
MDR-P-65 a, b, G1-3-18-a
At the core of BRD Group's ethical commitment is the SG Code of Conduct,
which represents a set of
values and behavioural principles established to guide the actions and
activities of all companies which
are part of the SG. These principles emphasize the respect for human and socio-economic
rights, as well
as the environment, having core values communicated among all stakeholders
- team spirit, innovation,
responsibility and commitment.
SG Code of Conduct represents a commitment by BRD Group to
follow the proper standards of ethics
and business responsibility and applies to all BRD Group subsidiaries and
to all its employees as well as
partners, customers, and suppliers. The Code addresses aspects related
to confidentiality of information,
market integrity, conflicts of interest, use of resources and how to deal with clients and suppliers.
Furthermore, SG Code of Conduct is part of the CSR clause, being
mandatory to be inserted in all the
contracts concluded with third parties. This policy covers all the material IROs
related to Business
Conduct.
Compliance with SG’s Code of Conduct is ensured through the implementation of SG's internal rules and
procedures into its entities. There are dedicated internal policies and procedures
for the implementation of
the SG Code of Conduct, such as: Deontology Code (transposing SG Code
of Conduct provisions),
Conflict of Interest instruction (defining the set-up for managing conflict
of interest), Whistleblowing
instruction (detailing the reporting process and related regulatory
and Group provisions), Anti-Bribery
and Corruption instruction (transposing SG ABC principles) as well the
instruction managing the process
of Declaring gifts, business meals and external events.
SG Code of Conduct addresses the impact of business operations on transparency, managing the risks of
misinformation and fostering opportunities for enhanced stakeholder trust
and engagement.
The process for monitoring the implementation of the SG
Code of Conduct is closely related to the
evaluation process of each employee, focused on the conduct and
compliance review section. The
Conduct & Compliance review allows the manager to discuss the following
points with the employee:
•
compliance with rules, regulations, and internal procedures applicable
to the employee's function;
•
the completion of mandatory trainings;
•
the completion of the necessary actions for maintaining their skills and
knowledge.
The employees are evaluated on these elements by their manager, notably in terms of conduct, risk
management, quality of service, and respect of client interests.
Furthermore, there are internal audit missions and dedicated controls
in place to monitor the compliance
with the SG Code of Conduct rules and to apply disciplinary sanctions
in case of Code breaches,
according to the internal regulatory framework. The monitoring activity of
BRD Group employees,
including observance of the Code, is done in accordance with internal
regulatory framework.
MDR-P-65 c
The Executive Committee (EC) is ultimately responsible for communicating
the “tone from the top” to
maintain employees’ awareness and is accountable for the implementation
of SG Code of Conduct.
BRD Group employees have the obligation to comply with the provisions
of SG Code of Conduct and of
the regulatory framework issued for its enforcement and to observe
its conformance and further to alert
via the specific channels available the aspects that may represent breaches
of deontology.
Additionally, the Compliance Department ensures the operational management and monitoring of the
implementation of SG Code of Conduct. The policies and procedures are regularly
reviewed and updated
to reflect the legislative or regulatory changes and developments in the Bank's business
activities.
MDR-P-65 d
BRD Group acts in accordance with and cooperates with those international
initiatives with which it has
chosen to endorse, which include: the United Nations Global Compact;
the Statement by Financial
Institutions on the Environment and Sustainable Development
(United Nations Environment
Programme); the Equator Principles; the Wolfsberg AML Principles.
MDR-P-65 e
The SG Code of Conduct is transposed at local level through the Deontology
Code, which is consulted
with different internal stakeholders (e.g. legal department, human resources department, Labour
Union),
and further relevant suggestions are integrated. The stakeholders are consulted
via email and/or meetings.
MDR-P-65 f
SG Code of Conduct is available on BRD’s corporate website and communicated through internal
channels to ensure all employees are aware of and understand its content.
BRD Group’s Conflict of Interests Policy
MDR-P-65 a, b, d
BRD Group has implemented a comprehensive Conflict of Interests Policy
to ensure that it operates in
full compliance with national legislation (NBR Regulation no. 5/2013, with
further amendments on
prudential requirements for credit institutions) and European legislation
(especially MiFID II Directive).
This policy integrates provisions from the Code of Ethics, the Policy for Selection,
Monitoring, and
Succession Planning of Management Body Members, the Rules of Organization and
Functioning of the
Management Bodies (Board of Directors and Executive Committee),
and the Conflict of Interests
Instruction. Its primary purpose is to prevent any potential conflicts
between BRD Group and its
customers, employees, third parties, or suppliers, covering all entities within
the Group. The policy
emphasizes transparency, effective management of conflict risks, and the promotion of stakeholder trust
and engagement. The material IROs covered by this policy are the ones related
to “Corporate Culture”
and Corruption and bribery - Prevention and detection including
training”.
A conflict of interest is defined as a situation where an individual’s personal interests conflict with the
Group’s interests, potentially affecting their objectivity and decision-making. To ensure compliance, BRD
Group conducts regular internal audits, controls, and dedicated compliance
actions such as training and
quarterly assessments. These efforts help monitor the effectiveness of conflict management mechanisms
and ensure alignment with evolving legislation and internal guidelines. Additionally, the Conflict of
Interests Policy is reviewed at least annually to adapt to new legal requirements
and SG guidelines.
MDR-P-65 c
BRD Group’s EC establishes, approves, and supervises the implementation and maintenance of effective
policies for identifying, evaluating, managing and reducing or preventing
current conflicts of interest.
Additionally, the Compliance Department ensures the management and monitoring of the implementation
of the Conflict of Interest Policy. The policies and procedures are regularly reviewed and updated to
reflect the legislative or regulatory changes and changes in the Group’s business activities.
MDR-P-65 e
To implement this policy effectively,
key internal stakeholders (i.e., Legal, Human Resources, Risk) are
consulted. Their input is carefully reviewed, and relevant recommendations
are integrated into the policy.
The consultation process is conducted through email exchanges and
online meetings.
MDR-P-65 f
The Conflict of Interest Policy is available on BRD Group’s corporate website. The policy is also
communicated through internal channels to ensure all employees are aware
of and understand its
provisions
Principles and Rules Governing the Fight Against Corruption
MDR-P-65 a, b, G1-3-18
To ensure a high level of compliance with legislation, regulations, banking standards, as well as internal
directives/procedures/instructions and corporate governance principles,
all companies within BRD Group
have adhered to the “Principles and Rules Governing the Fight Against Corruption”.
These principles
define several terms and regulate the conduct that BRD Group employees must
adopt regarding the
following aspects: the granting of undue benefits and bribes; recruiting and
evaluation of employees;
giving or receiving gifts or invitations to business meals or external events;
the use of a third party
intermediary or supplier; "facilitation" payments; sponsorship and patronage;
political and religious
donations; corruption or influence trafficking related to clients; advocacy activities; conflict
of interest;
documentation, accounting and archiving. This policy covers all the
material IROs related to Business
Conduct sub-topics.
There are internal and SG audit missions to monitor the deontological
process, with focus on anti-bribery
and corruption. Furthermore, there are dedicated actions at Compliance level
(dedicated trainings for most
exposed persons to ABC risk, quarterly controls and compliance
indicators, ABC risk assessment,
dedicated reporting to the management) in order to monitor the adequacy
of the management of anti-
bribery and corruption mechanism, in line with the applicable laws,
including laws prohibiting corruption,
bribery and influence peddling.
MDR-P-65 c
BRD Group’s EC is responsible for implementing the commitment to fight bribery and corruption,
notably through communication campaigns targeting all employees. The Compliance Department
defines
and implements the anti-corruption programme and ensures its effectiveness. It provides
information and
guidance to support the EC’s responsibilities, ensuring that anti-corruption topics receive the necessary
focus and that appropriate resources are available to comply with the provisions
outlined in the normative
framework.
MDR-P-65 d, G-1-10-b
The policy "Principles and Rules Governing the Fight Against Corruption”
is aligned with SG values and
global anti-bribery and corruption standards, including the United Nations
Convention against
Corruption. This alignment is based either on SG's operational presence
in various countries or the
extraterritorial nature of certain regulations, such as the U.S. Foreign Corrupt
Practices Act (FCPA) and
the UK Bribery Act (UKBA). Additionally, the policy in aligned with guidelines from international
frameworks, including the United Nations Convention against Corruption,
Wolfsberg
Group’s Anti-
Bribery and Corruption (ABC) Compliance Programme Guidance; UK
Bribery Act, U.S. Foreign Corrupt
Practices Act (FCPA).
MDR-P-65 e, f, G1-3-20
Similarly to all other internal normative processes, the feedback from
internal stakeholders is collected
and addressed within the approval process. The policy is also available
on BRD Group’s corporate
website and is communicated to all employees through internal channels.
Interested third parties are
informed about the "Principles and Rules Governing the Fight Against Corruption"
through an ABC
clause, which is included in contracts with third parties based on the risk
rating and contract value.
Procedures for Identifying, Reporting and Investigating Concerns About Unlawful Behaviour,
Including Whistleblowing Channel
G1-3-18-a
BRD Group's framework for preventing and detecting cases of corruption
includes the Code of Conduct
(see above), the Principles and Rules Governing the Fight Against
Corruption (see above), a
Whistleblowing Mechanism and a specific Training Programme.
Whistleblowing Mechanism
G1-1-10-a, b, c, d
BRD Group has implemented a secure whistleblowing mechanism in
accordance with NBR Regulation
5/2013, allowing employees, service providers, and other stakeholders to report
ethical violations,
misconduct, and illegal activities, including corruption and influence
peddling, conflict of interest, theft of
goods, misappropriation of funds, anti-competitive practices, non-compliance
with international
sanctions, market abuse, money laundering, terrorist financing, accounting
and tax fraud, human resource
rights (discrimination, harassment, health and safety at work, human
rights and fundamental freedoms,
security, privacy and data protection, document tampering or falsification). The whistleblowing channel is
accessible through the corporate website and ensures strict confidentiality
and personal data protection.
Reports can be submitted anonymously via the WhistleB platform, where whistleblowers
receive a unique
login and password to track the status of their report and securely communicate
with the designated
compliance officer, the BRD Whistleblowing (WBL) Referent, who is responsible for managing and
investigating alerts. Additionally, SG provides an independent whistleblowing platform available to all
staff members, offering an additional layer of protection.
BRD Group's whistleblowing system accommodates reporting
from both internal and external
stakeholders, ensuring that concerns are addressed in a structured and
transparent manner. Employees
may also report issues directly to their line managers, the Human Resources
department (for cases related
to harassment or discrimination), or the Chief Compliance Officer (CCO) in addition
to any locally
designated Whistleblowing Officer.
To ensure effectiveness and compliance, BRD Group provides regular information and training sessions
to its employees on the whistleblowing process, including how to access and
use the reporting channels,
confidentiality guarantees, and protections against retaliation. These sessions
are integrated into
onboarding programmes and reinforced through periodic awareness
campaigns. Furthermore, staff
members designated to receive and manage reports, such as the Whistleblowing
Referent and Compliance
Officers, undergo specialized training on handling alerts, safeguarding anonymity, investigating reports,
and applying relevant legal and regulatory frameworks.
BRD Group ensures full compliance with Directive (EU) 2019/1937 by
implementing strong protections
through normative documentation for whistleblowers against retaliation,
including dismissal, demotion,
salary reductions, intimidation, discrimination, and other forms of unfair
treatment. Whistleblowers who
believe they are facing retaliation are encouraged to file a new report,
and BRD Group commits to
investigating such claims promptly. It is also prohibited to include whistleblowers on industry blacklists
that could impact their future employment opportunities. In cases where
a whistleblower experiences any
of these forms of retaliation, BRD Group provides clear channels for
reporting and addressing such
issues.
G1-3.18-b
When a whistleblowing report falls within the scope of anti-bribery and corruption,
the person or persons
who received it, will determine the persons to be involved in handling
the report (Legal, Internal Audit,
HR, etc.). The Whistleblowing Referent will decide if an external
company/ firm should be involved in
the analysis of the report.
At the end of the investigation phase of the report, the person or persons
involved in handling the report
may propose any appropriate measure, including the implementation of
corrective measures or even
disciplinary sanctions, actions performed through investigating committee where
mandatory members
(Legal, Human Resources, Compliance) are separate from the
management body involved in the matter.
Additionally, the investigators or investigating committee are separate from the chain of management
involved in the matter.
The number of people who have knowledge of a whistleblowing report and
its contents must be strictly
limited to those who are intended to intervene in the investigation or
who must be informed of the
existence and content of the report, according to the principles
of confidentiality.
G1-3.18-c
The Compliance Executive Director reports to the EC the main findings
of the investigations concluded
as a result of receiving the alerts through the secure channel available on BRD’s website
(https://report.whistleb.com/en/brd). At the same time, the Director will present
a status of all received
alerts (the number of alerts received, the number of alerts investigated,
the stage of the investigation,
respectively the number of concluded or ongoing investigations), in an
anonymized manner. Dedicated
controls are also implemented for this channel and for the management of
confidential alerts.
The Quality Department informs the Bank's management (Executive Committee
and Board of Directors),
whenever necessary, regarding the main indicators monitored in the complaint management process,
identified causes and potential risks. The Department provides information
regarding complaints that
have not been resolved within the internally set deadlines and the causes
that led to exceeding these
deadlines. It also presents proposals for improving products, services,
procedures, and the business
relationship. Information on complaints is presented semi-annually
to the Board of Directors – (2
presentations in 2025) andto the Management Committee (2 presentations
in 2025). The main topics
covered in the presentations held in 2025 were: the main indicators
and their evolution compared to the
previous reporting period, the causes of complaints and their evolution compared
to the previous
reporting period, and the distribution of customer complaints by products/services.
G1-1-10-e
In addition to whistleblower protections, BRD Group has clear procedures
for investigating business
conduct incidents, including corruption and bribery. Reports are processed in accordance with the internal
normative framework, ensuring that all cases are handled independently, objectively, and in compliance
with legal requirements. Investigations follow a structured process with
predefined timelines and involve
designated compliance officers. For incidents outside the scope of whistleblowing, BRD
group has
established specific internal policies, such as its Internal Regulation, which
detail the procedures for
investigating other types of reported misconduct through the HR department.
Functions at Risk of Corruption and Bribery
G1-1-10-h
BRD Group has identified specific positions particularly exposed to
the risk of corruption based on
criteria such as direct interaction with clients or third parties who have decision-making
authority or
influence over contracts the Group may enter. High-risk roles also include those engaging with Public
Officials, Significant Public Officials (SPOs), and Politically Exposed Persons (PEPs) who have
influence over the Group’s business activities. Most Exposed Persons to risk of corruption and bribery
include members of governing bodies, all Executive Committee
members, and, if not part of these
committees, functions such as HR and Legal, as well as commercial
managers responsible for business
development, purchasing employees involved in procurement and
supplier selection, and other employees
in similar positions. To mitigate corruption risks, individuals in these roles receive specialized training
tailored to their responsibilities.
Anti-Bribery and Corruption Training Programme
G1-1-10-g, G1-3-21-a,b,c
To reinforce its whistleblowing framework and strengthen its anti-corruption measures, BRD Group
provides a comprehensive training and awareness programme designed to prevent
and detect corruption
and bribery. This programme includes mandatory Anti-Bribery and Corruption (ABC) e-learning courses,
interactive training sessions (dedicated ABC training for most
exposed people -MEPs), and dedicated
onboarding programmes such as "Welcome to BRD" to educate employees about whistleblowing
procedures, their rights, and the importance of promptly reporting
misconduct. Employees are required to
remain vigilant and adhere to the Group’s zero-tolerance policy on corruption, including the use of
whistleblowing channels to report incidents. The ABC training covers
a wide range of topics, including
the collective and individual impact of corruption, extraterritorial ABC
legislation, case studies
addressing real-world ABC scenarios, and best practices for
managing corruption risks at BRD.
Additionally, employees receive guidance on ABC processes and frameworks implemented within the
Bank, including conflict of interest management, procedures for declaring gifts,
business meals, and
external events, as well as detailed information on the whistleblowing
channels available. Employees are
encouraged to seek advice from their managers or the Compliance Executive
Director when facing ethical
dilemmas or uncertainties regarding whistleblowing and ABC-related
matters. The ABC training
programme dedicated to at-risk functions covers all at-risk functions
(100% coverage).
The identification of at
‑
risk functions and the corresponding table are part of SG Group’s internal
risk
‑
management program. This mapping is reviewed and updated twice per
year in alignment with
Group requirements. The version presented in this report reflects the latest update
performed in
September 2025.
Table
27 - ABC Training-related information
At-risk functions,
BRD
2024
At-risk functions,
BRD
2025
At-risk functions
BRD Group
2024
At-risk functions
BRD Group
2025
Training coverage
Total
276
256
327
306
Total employees receiving
training
272
255
321
304
Frequency
How often training is
required
annually
Topics covered
Definition of corruption
Most exposed staff to corruption risks, fight against money laundry and
terrorism financing, combating the financing of terrorism.
Policy
Procedures on
suspicion/detection
SG Group Code of Conduct
BRD Conflict of interests policy
BRD Principles and rules governing the fight against corruption
Actions Related to Business Conduct
MDR-A
To address the material impacts identified under Business Conduct, in 2025, BRD Group continued to
undertake clearly defined actions aimed at reinforcing ethical behaviour, preventing misconduct, and
strengthening governance around conflicts of interest and anti
‑
corruption. These actions are aligned with
SG’s Code of Conduct and BRD’s internal policies and required no significant capex or opex. The key
actions are presented below.
Strengthening Culture & Conduct through yearly maturity assessments and
targeted communication and
training programmes
The Program Culture and Conduct continued in 2025 based on a communication
plan agreed at the Bank
level, measuring its results through a set of instruments that focus on the Bank’s organizational culture
maturity level (risk and performance indicators, comparison with the standard
maturity index established
by the group, as well as a series of improvement actions intended
to assure the reaching of the internal
target level of maturity). BRD Group strengthened its Culture & Conduct programme
by implementing a
structured yearly maturity assessment across five key pillars: Governance
Framework, Conduct Risk
Management, Culture & Conduct Monitoring, HR Processes, and Communication.
This action applies
across the entire BRD Group and includes subsidiaries. Its expected outcome
is to maintain the
“Advanced” maturity level at BRD level, while for subsidiaries to reach Intermediate
level and ensure a
consistent, organisation
‑
wide approach to ethical conduct. The maturity assessment enables
the Bank to
identify gaps, take corrective action and reinforce preventive measures,
functioning as a remedy
mechanism when weaknesses arise. Quarterly updates are presented
to the Compliance Committee,
strengthening accountability and transparency. Compared with prior years, the maturity assessment is
more formalised and integrated, demonstrating progress in embedding
a sustainable culture of ethical
behaviour.
Furthermore, BRD Group reinforced ethical conduct across the organization through
regular
communication and comprehensive training. HR newsletters with
Culture & Conduct (C&C) topics
integrated, targeted training sessions, and mandatory annual e
‑
learning modules were delivered to all
employees to reinforce behavioral expectations established by SG’s Code of Conduct. This action applies
to the entire workforce and is implemented on a recurring basis throughout
the year. Its expected outcome
is increased ethical awareness, reduction in potential misconduct, and
consistent understanding of conduct
standards.
By educating staff and reinforcing behavioural norms, this action mitigates
the negative
impacts associated with protection of whistleblowers and anti-corruption,
and enhances the positive
impacts related to corporate culture. Compared to prior years, the training
cycle in 2025 was more
structured and frequent, marking progress in the maturity of the Culture
& Conduct framework.
Throughout this year, we organized the ‘From Feedback to Forwards’ event and supported internal
communication through the distribution of five newsletters who contained
C&C topics and two thematic
screensavers. Additionally, two newsletters dedicated to the topic of conduct risk were issued by
compliance department.
Conducting annual conduct risk and anticorruption assessments and integrating
ABC clauses into third-
party agreements
BRD Group performed annual risk assessments covering conduct
risk, conflicts of interest, and
anti
‑
bribery and corruption (ABC), ensuring early identification
of potential areas of exposure. The Bank
also embedded ABC clauses into contracts with third parties and publicly communicated
its “Principles
and Rules Governing the Fight Against Corruption” to reinforce
a zero
‑
tolerance policy. This action
applies to all employees, subsidiaries and external partners and operates
on an annual assessment cycle.
Its expected outcome is a more robust control environment and reduced
exposure to negative impacts
associated with bribery, corruption or unethical practices. This action provides a remedy by enabling
timely corrective steps when weaknesses are identified. The expanded
use of contractual ABC clauses
and public disclosure of anti
‑
corruption principles represent progress compared with earlier years,
strengthening alignment with good
‑
practice governance.
Strengthening BRD Group’s Corporate Culture through robust feedback mechanisms
BRD Group strengthens its corporate culture through robust feedback mechanisms
that address the
identified impact.
Complementing the insights provided by the SG Barometer, the Organizational Health Index (OHI)
survey evaluates the effectiveness of our processes and organizational behaviors, supporting
the
development of targeted action plans that guide the bank’s ongoing transformation. In 2025, the OHI was
carried out for the second consecutive year in a streamlined pulse
‑
survey format.
The results highlighted our strong values, teamwork, and resilience, while
also showing that an increasing
number of employees recognize the progress made and trust the direction
of the bank’s process
optimization efforts. Visible benefits are emerging, including clearer communication, reinforced
leadership, and a stronger focus on accountability, innovation, and motivation. In 2025, both OHI and the
Barometer achieved high participation rates at BRD level — 77% and 74%
respectively — confirming
the relevance and engagement around these assessments.
Following the 2025 OHI results, several key actions were initiated: appointing
ambassadors to support
organizational health, strengthening communication by encouraging managers
to share their own change
stories, equipping managers with practical tools to lead transformation
effectively, and recognizing and
developing high
‑
performing employees.
Through these interconnected efforts, BRD Group continues to shape, promote, and
assess a corporate
culture aligned with its strategic objectives, fostering employee development
and reinforcing its
commitment to integrity and sustainability.
Targets
MDR-T
For the material IROs related to Business Conduct, BRD Group has
not identified any targets relevant to
be disclosed. The Group established processes are anchored within the
functions that have day-to-day
responsibility for ensuring adherence to its policies.
Metrics
G1-4
Table 28 – Incidents of corruption and bribery
2024
2025
Number of convictions for violation of anti-corruption
and anti- bribery laws
0
0
Fines for violation of anti-corruption and anti- bribery
laws (RON)
0
0
Note to data related to “Incidents of corruption and bribery”
The metrics on corruption and bribery incidents are compiled
through BRD Group’s internal compliance
monitoring systems. Only final, legally confirmed convictions and final,
legally imposed fines related to
violations of anti
‑
corruption and anti
‑
bribery laws are included in the metric. Internal disciplinary
actions,
open investigations, allegations, or pending legal cases are not counted unless
they result in a final legal
conviction or fine.
8.5.
A
NNEXES
A
NNEX
1
-
C
ONTENT
I
NDEX
–
L
IST OF THE
D
ISCLOSURE
R
EQUIREMENTS
List of disclosure requirements
Page
ESRS 2 General Disclosures
BP-1
General basis for preparation of the sustainability statement
62-63
BP-2
Disclosures in relation to specific circumstances
62-65
GOV-1
The role of the administrative, management and supervisory bodies
66-69
GOV-2
Information provided to and sustainability matters addressed by the
undertaking’s administrative, management and supervisory bodies
66
GOV-3
Integration of sustainability-related performance in incentive schemes
68
GOV-4
Statement on due diligence
69
GOV-5
Risk management and internal controls over sustainability reporting
69-70
SBM-1
Strategy, business model and value chain
70-74
SBM-2
Interests and views of stakeholders
75-79
SBM-3
Material impacts, risks and opportunities and their interaction with
strategy and business model
87- 98
IRO-1
Description of the process to identify and assess material impacts, risks
and opportunities
78-87
IRO-2
Disclosure Requirements in ESRS covered by the undertaking’s
sustainability statement
62, 206-207
ESRS E1 Climate change
ESRS 2 GOV-3
Integration of sustainability-related performance in incentive schemes
68
E1-1
Transition plan for climate change mitigation
99-100
ESRS 2 SBM-3
Material impacts, risks and opportunities and their interaction with
strategy and business model
100-101
E1-2
Policies related to climate change mitigation and adaptation
108-111
E1-3
Actions and resources in relation to climate change policies
111-118
E1-4
Targets related to climate change mitigation and adaptation
118-121
E1-5
Energy consumption and mix
122-123
E1-6
Gross Scopes 1, 2, 3 and Total GHG emissions
123-133
ESRS S1 Own workforce
ESRS 2 SBM-3
Material impacts, risks and opportunities and their interaction with
strategy and business model
143-146
S1-1
Policies related to own workforce
150-154
S1-2
Processes for engaging with own workforce and workers’
representatives about impacts
154-155
S1-3
Processes to remediate negative impacts and channels for own
workforce to raise concerns
155-157
S1-4
Taking action on material impacts on own workforce, and approaches
to managing material risks and pursuing material opportunities related
to own workforce, and effectiveness of those actions
157-163
S1-5
Targets related to managing material negative impacts, advancing
positive impacts, and managing material risks and opportunities
163-164
S1-6
Characteristics of the undertaking’s employees
164-165
S1-7
Characteristics of non-employees in the undertaking’s own workforce
166
S1-8
Collective bargaining coverage and social dialogue
166
S1-9
Diversity metrics
167
S1-10
Adequate wages
167
List of disclosure requirements
Page
S1-13
Training and skills development metrics
167-168
S1-14
Health and safety metrics
168-169
S1-16
Remuneration metrics (pay gap and total remuneration)
169-170
S1-17
Incidents, complaints and severe human rights impacts
170
ESRS S4 Consumers and end-users
ESRS 2 SBM-3
Material impacts, risks and opportunities and their interaction with
strategy and business model
171-172
S4-1
Policies related to consumers and end-users
175-180
S4-2
Processes for engaging with consumers and end-users about impacts
181-182
S4-3
Processes to remediate negative impacts and channels for consumers
and end-users to raise concerns
182-184
S4-4
Taking action on material impacts on consumers and end- users, and
approaches to managing material risks and pursuing material
opportunities related to consumers and end-users, and effectiveness of
those actions
184-193
S4-5
Targets related to managing material negative impacts, advancing
positive impacts, and managing material risks and opportunities
193-195
ESRS G1 Business conduct
G1-GOV-1-5
The role of the administrative, supervisory and management bodies
196
G1-1
Business conduct policies and corporate culture
197, 200, 202-203
G1-3
Prevention and detection of corruption and bribery
197-198,199-202,
202-203
A
NNEX
2
-
L
IST OF DATAPOINTS IN CROSS
-
CUTTING AND TOPICAL STANDARDS THAT DERIVE FROM OTHER
EU
LEGISLATION
Disclosure Requirement and related
datapoint
SFDR reference
Pillar 3 reference
Benchmark
Regulation
reference
EU Climate Law
reference
Pages
ESRS 2 GOV-1 Board's gender
diversity
paragraph 21 (d)
x
x
68
ESRS 2 GOV-1 Percentage of
board
members who are independent paragraph
21 (e)
x
69
ESRS 2 GOV-4 Statement
on due
diligence paragraph 30
x
69
ESRS 2 SBM-1 Involvement in activities
related to fossil fuel activities paragraph
40 (d) i
x
x
x
Not material
ESRS 2 SBM-1 Involvement in activities
related to chemical production paragraph
40 (d) ii
x
x
Not material
ESRS 2 SBM-1 Involvement in activities
related to controversial weapons
paragraph 40 (d) iii
x
x
Not material
ESRS 2 SBM-1 Involvement in activities
related to cultivation and production of
tobacco paragraph 40 (d) iv
x
Not material
ESRS E1-1 Transition plan to reach
climate neutrality by 2050 paragraph 14
x
99-100
ESRS E1-1 Undertakings excluded from
Paris-aligned Benchmarks paragraph 16
(g)
x
x
99-100
ESRS E1-4 GHG emission reduction
targets paragraph 34
x
x
x
118-121
ESRS E1-5 Energy consumption from
fossil sources disaggregated by sources
(only high climate impact sectors)
paragraph 38
x
Not material
ESRS E1-5 Energy consumption and mix
paragraph 37
x
122-123
Disclosure Requirement and related
datapoint
SFDR reference
Pillar 3 reference
Benchmark
Regulation
reference
EU Climate Law
reference
Pages
ESRS E1-5 Energy intensity associated
with activities in high climate impact
sectors paragraphs 40 to 43
x
Not material
ESRS E1-6 Gross Scope 1, 2, 3 and Total
GHG emissions paragraph 44
x
x
x
123-133
ESRS E1-6 Gross GHG emissions
intensity paragraphs 53 to 55
x
x
x
123-133
ESRS E1-7 GHG removals and carbon
credits paragraph 56
x
Not material
ESRS E1-9 Exposure of the benchmark
portfolio to climate-related physical risks
paragraph 66
x
Not material
(phase-in)
ESRS E1-9 Disaggregation of monetary
amounts by acute and chronic physical
risk paragraph 66 (a) ESRS E1-9 Location
of significant assets at material physical
risk paragraph 66 (c)
x
Not material
(phase-in)
ESRS E1-9 Breakdown of the carrying
value of its real estate assets by energy-
efficiency classes paragraph 67 (c)
x
Not material
(phase-in)
ESRS E1-9 Degree of exposure of the
portfolio to climate- related opportunities
paragraph 69
x
Not material
(phase-in)
ESRS E2-4 Amount of each pollutant
listed in Annex II of the E-PRTR
Regulation (European Pollutant Release
and Transfer Register) emitted to air,
water and soil, paragraph 28
x
Not material
ESRS E3-1 Water and marine resources
paragraph 9
x
Not material
ESRS E3-1 Dedicated policy paragraph 13
x
Not material
ESRS E3-1 Sustainable oceans and seas
paragraph 14
x
Not material
ESRS E3-4 Total water recycled and
reused paragraph 28 (c)
x
Not material
ESRS E3-4 Total water consumption in
m
3 per net revenue on own operations
paragraph 29
x
Not material
ESRS 2- SBM 3 - E4 paragraph 16 (a) i
x
Not material
ESRS 2- SBM 3 - E4 paragraph 16 (b)
x
Not material
ESRS 2- SBM 3 - E4 paragraph 16 (c)
x
Not material
ESRS E4-2 Sustainable land / agriculture
practices or policies paragraph 24 (b)
x
Not material
ESRS E4-2 Sustainable oceans / seas
practices or policies paragraph 24 (c)
x
Not material
ESRS E4-2 Policies to address
deforestation paragraph 24 (d)
x
Not material
ESRS E5-5 Non-recycled waste paragraph
37 (d)
x
Not material
ESRS E5-5 Hazardous waste and
radioactive waste paragraph 39
x
Not material
ESRS 2- SBM3 - S1 Risk of incidents of
forced labour paragraph 14 (f)
x
145
ESRS 2- SBM3 - S1 Risk of incidents of
child labour paragraph 14 (g)
x
145
ESRS S1-1 Human rights policy
commitments paragraph 20
x
152-153
ESRS S1-1 Due diligence policies on
issues addressed by the fundamental
International Labor Organisation
Conventions 1 to 8, paragraph 21
x
153
ESRS S1-1 processes and measures for
preventing trafficking in human beings
paragraph 22
x
Not material
ESRS S1-1 workplace accident prevention
policy or management system paragraph
23
x
152
ESRS S1-3 grievance/complaints handling
mechanisms paragraph 32 (c)
x
155-157
ESRS S1-14 Number of fatalities and
number and rate of work-related accidents
paragraph 88 (b) and (c)
x
x
168-169
Disclosure Requirement and related
datapoint
SFDR reference
Pillar 3 reference
Benchmark
Regulation
reference
EU Climate Law
reference
Pages
ESRS S1-14 Number of days lost to
injuries, accidents, fatalities or illness
paragraph 88 (e)
x
168-169
ESRS S1-16 Unadjusted gender pay gap
paragraph 97 (a)
x
x
169-170
ESRS S1-16 Excessive CEO pay ratio
paragraph 97 (b)
x
169-170
ESRS S1-17 Incidents of discrimination
paragraph 103 (a)
x
170
ESRS S1-17 Non-respect of UNGPs on
Business and Human Rights and OECD
Guidelines paragraph 104 (a)
x
x
170
ESRS 2- SBM3 – S2 Significant risk of
child labour or forced labour in the value
chain paragraph 11 (b)
x
Not material
ESRS S2-1 Human rights policy
commitments paragraph 17
x
Not material
ESRS S2-1 Policies related to value chain
workers paragraph 18
x
Not material
ESRS S2-1Non-respect of UNGPs on
Business and Human Rights principles
and OECD guidelines paragraph 19
x
x
Not material
ESRS S2-1 Due diligence policies on
issues addressed by the fundamental
International Labor Organisation
Conventions 1 to 8, paragraph 19
x
Not material
ESRS S2-4 Human rights issues and
incidents connected to its upstream and
downstream value chain paragraph 36
x
Not material
ESRS S3-1 Human rights policy
commitments paragraph 16
x
Not material
ESRS S3-1 non-respect of UNGPs on
Business and Human Rights, ILO
principles or OECD guidelines paragraph
17
x
x
Not material
ESRS S3-4 Human rights issues and
incidents paragraph 36
x
Not material
ESRS S4-1 Policies related to consumers
and end-users paragraph 16
x
175-180
ESRS S4-1 Non-respect of UNGPs on
Business and Human Rights and OECD
guidelines paragraph 17
x
x
180
ESRS S4-4 Human rights issues and
incidents paragraph 35
x
Not material
ESRS G1-1 United Nations Convention
against Corruption paragraph 10 (b)
x
200
ESRS G1-1 Protection of whistle-
blowers
paragraph 10 (d)
x
200-201
ESRS G1-4 Fines for violation of anti-
corruption and anti-bribery laws
paragraph 24 (a)
x
x
Not material
ESRS G1-4 Standards of anti- corruption
and anti- bribery paragraph 24 (b)
x
Not material
A
NNEX
3
-
D
ISCLOSURES INCORPORATED BY REFERENCE
ESRS Disclosures/Data
point
Requirement
Location
GOV-1-21-a
(a) the number of executive
and non-executive members
Chapter 2 Corporate
Governance of the current
Annual Board of Directors’
Report 2025
GOV 1-21-c
The undertaking shall
disclose the following
information about the
composition and diversity of
Chapter 2 Corporate
Governance of the current
Annual Board of Directors’
Report 2025
the members of the
undertaking’s administrative,
management and supervisory
bodies: (c) experience
relevant to the sectors,
products and geographic
locations of the undertaking.
SBM-1-40-a
Description of: i. significant
groups of products and/or
services offered, including
changes in the reporting
period (new/removed
products and/or services)
Chapter 4 Group activity and
results of the current Annual
Board of Directors’ Report
2025
E1-2 (MDR-P 65 b)
Policies related to Climate
Change - A description of the
scope of the policy, or of its
exclusions, in terms of
activities, upstream and/or
downstream value chain,
geographies and if relevant,
affected stakeholder groups
SG E&S sectoral policies:
Industrial Agriculture and
Forestry, Dams and
Hydropower, Thermal Power,
Thermal Coal, Defense and
Security, Mining, Shipping,
Civil Nuclear Power, Oil and
Gas, Tobacco.
A
NNEX
4
-
A
BBREVIATIONS
ANSPDCP - National Supervisory Authority for Personal Data Protection
ASF - Financial Supervisory Authority
BES - Business Environment Scan
BoD - Board of Directors
CCVI - Climate Change Vulnerability Index
CEO - Chief Executive Officer
CISO-
Chief Information Security Officer/ CIO
CSR - Corporate Social Responsibility
CSRD - Corporate Sustainability Reporting Directive
DE&I - Diversity, Equity,
and Inclusion
DAF - Antifraud Direction
DMA - Double Materiality Assessment
DPIA - Data Protection Impact Assessment
DPO - Data Protection Officer
EC- Executive Committee
EFRAG - European Financial Reporting Advisory Group
EIB - European Investment Bank
EIF - European Investment Fund
E&S - Environmental & Social
ESG - Environmental, Social and Governance
ESPIF - Social Environment and Positive Impact Financing
ESRS - European Sustainability Reporting Standards
ETF - Exchange Traded Fund
GAR - Green Asset Ratio
GDPR - General Data Protection Regulation
GHG - Green House Gas
ICT - Information and Communication Technology
ISS - Information System Security
ICVI - Industry Climate Vulnerability Indicators
ICMA - International Capital Market Association
IFC - International Finance Corporation (IFC)
IFRS - International Financial Reporting Standards
IROs - Impacts, Risks and Opportunities
KPI - Key Performance Indicators
LMA - Loan Market Association
NZBA - Net-Zero Banking Alliance PI Private Individuals
RCVM - Retail Customers Value Management
SFDR - Sustainable Finance Disclosure Regulation
SLL - Sustainable Linked Loans SME-
Small and Medium Enterprises
SPIF - Sustainable, Positive Impact Financing
SG - Societe Generale
Disclosure
reference date/31.12.2025
KPI (1)
(%)
KPI (2)
(%)
% coverage (over
total assets) (3)
(%)
non assessed
exposures (% of
covered assets) (4)
(%)
non assessed
exposures (% of
covered assets) (4)
(%)
Turnover-based
CapEx-based
Turnover-based
CapEx-based
Turnover-based
CapEx-based
Main KPI
Green asset ratio (GAR) stock
274,748
681,871
0.64%
1.58%
43.1%
KPI (1)
(%)
KPI (2)
(%)
% coverage (over
total assets) (3)
(%)
non assessed
exposures (% of
covered assets) (4)
(%)
non assessed
exposures (% of
covered assets) (4)
(%)
Turnover-based
CapEx-based
Turnover-based
CapEx-based
Turnover-based
CapEx-based
Additional KPIs
GAR (flow)
169,805
197,350
0.86%
1.00%
65.4%
Trading book
Financial guarantees
Assets under management
Fees and commissions income
(5)
Total exposure to Taxonomy
aligned
activities (RON thousand)
Total exposure to Taxonomy
aligned
activities (RON thousand)
A
NNEX
5
-
T
EMPLATES
F
OR
T
HE
KPI
S
O
F
C
REDIT
I
NSTITUTIONS
T
EMPLATE
0.
S
UMMARY OF
KPI
S TO BE DISCLOSED
BY CREDIT INSTITUTIONS UNDER
A
RTICLE
8
T
AXONOMY
R
EGULATION
AT
31
D
ECEMBER
2025
a
b
c
d
e
f
g
h
i
j
k
l
m
n
o
p
Climate Change
Mitigation (CCM)
Climate Change
Adaptation
(CCA)
Water and
marine
resources
(WTR)
Circular
economy
(CE)
Pollution
(PPC)
Biodiversity
and
Ecosystems
(BIO)
1
GAR - Covered assets in both numerator and denominator
43,218,556
20,678,316
274,748
271,686
785
0
2,277
0
0
95,307
22,323
40,830
2
Loans and advances, debt securities and equity
instruments not HfT
eligible
for GAR calculation
43,215,904
20,678,316
274,748
271,686
785
0
2,277
0
0
95,307
22,323
40,830
3
Financial
undertakings
8,600,663
1,874,838
181,798
181,012
785
0
1
0
0
95,307
21,818
14,590
4
Loans and advances
8,600,663
1,874,838
181,798
181,012
785
0
1
0
0
95,307
21,818
14,590
5
Debt securities, including
UoP
6
Equity instruments
7
Non-financial
undertakings
2,701,439
1,032,013
92,950
90,673
0
0
2,277
0
0
0
505
26,239
8
Loans and advances
2,681,970
1,019,552
92,950
90,673
0
0
2,277
0
0
0
505
26,239
9
Debt securities, including
UoP
19,470
12,461
0
0
0
0
0
0
0
0
0
0
10
Equity instruments
11
Households
30,474,827
17,771,465
0
0
0
0
0
0
0
12
of which loans
collateralised by residential
immovable
property
18,238,631
17,771,465
13
of which building
renovation
loans
14
of which motor vehicle
loans
15
Local governments financing
1,438,975
0
0
0
0
0
0
0
0
0
0
0
0
0
16
Housing financing
17
Other local government
financing
1,438,975
18
Collateral obtained
by taking possession: residential
and
commercial
immovable
properties
2,652
19
Exposures included
on a voluntary basis (8)
20
Total
GAR assets
43,218,556
20,678,316
274,748
271,686
785
0
2,277
0
0
95,307
22,323
40,830
21
Assets not covered for GAR calculation
56,968,479
22
Central governments and Supranational
issuers
20,939,443
23
Central banks exposure
6,327,799
24
Trading book
2,485,529
25
Undertakings and entities
not subject to CSRD
21,533,700
26
SMEs and undertakings
(other than SMEs) not subject
to CSRD
disclosure obligations
21,435,501
27
Loans and advances
21,402,540
28
of which loans
collateralised by commercial
immovable
property
6,119,450
29
of which building
renovation
loans
30
Debt securities
22,587
31
Equity instruments
10,374
32
Non-EU
country counterparties
not subject to CSRD disclosure
obligations
98,199
33
Loans and advances
98,199
34
Debt securities
35
Equity instruments
36
Derivatives
0
37
On demand interbank loans
459,935
38
Cash and cash-related assets
2,888,474
39
Other categories of assets (e.g.
Goodwill, commodities
etc.)
2,333,600
40
Total
assets
100,187,036
Off-balance sheet exposures (stock) to Undertakings subject to CSRD disclosure
obligations
and local governments
41
Financial
guarantees
42
Assets under management
43
Of which debt securities
44
Of which equity instruments
Disclosure reference date/31.12.2025
Of which
exposures
financing
counterparties
reporting in
accordance
with Article
7(9)
Of which not
assessed
considered
non-
material
by the
credit
institution
(7)
Non-
assessed
exposures
Of which
Use of
Proceeds
Of which
enabling
Stock
(RON thousand)
Of which
Taxonomy-
eligible
Of which
Taxonomy-
aligned
Breakdown per environmental
objective
Total
[gross]
carrying amount
Of which
transitional
Of which
financing
non material
activities of
counterparties
(6)
T
EMPLATE
1.A
SSETS FOR THE CALCULATION
OF
GAR
S
TOCK
(T
URNOVER BASED DISCLOSURE
)
a
b
c
d
e
f
g
h
i
j
k
l
m
n
o
p
Climate
Change
Mitigation
(CCM)
Climate
Change
Adaptation
(CCA)
Water and
marine
resources
(WTR)
Circular
economy
(CE)
Pollution
(PPC)
Biodiversity
and
Ecosystems
(BIO)
1
GAR - Covered assets in both numerator and denominator
43,218,556
21,709,156
681,871
677,160
1,025
2,674
1,011
0
1
95,299
24,697
265,651
2
Loans and advances, debt securities and equity
instruments not HfT eligible
for GAR
calculation
43,215,904
21,709,156
681,871
677,160
1,025
2,674
1,011
0
1
95,299
24,697
265,651
3
Financial
undertakings
8,600,663
1,918,656
214,989
213,950
1,025
14
0
0
1
95,299
22,502
25,853
4
Loans and advances
8,600,663
1,918,656
214,989
213,950
1,025
14
0
0
1
95,299
22,502
25,853
5
Debt securities, including
UoP
0
6
Equity instruments
0
7
Non-financial
undertakings
2,701,439
2,019,035
466,882
463,211
0
2,660
1,011
0
0
0
2,195
239,798
8
Loans and advances
2,681,970
2,002,096
466,882
463,211
0
2,660
1,011
0
0
0
2,195
239,798
9
Debt securities, including
UoP
19,470
16,939
0
0
0
0
0
0
0
0
0
0
10
Equity instruments
0
11
Households
30,474,827
17,771,465
0
0
0
0
0
0
0
12
of which loans
collateralised by residential
immovable
property
18,238,631
17,771,465
13
of which building
renovation
loans
0
14
of which motor vehicle
loans
0
15
Local governments financing
1,438,975
0
0
0
0
0
0
0
0
0
0
0
16
Housing
financing
0
17
Other local government
financing
1,438,975
18
Collateral obtained
by taking possession: residential
and commercial
immovable
properties
2,652
19
Exposures included
on a voluntary basis (8)
0
20
Total
GAR assets
43,218,556
21,709,156
681,871
677,160
1,025
2,674
1,011
0
1
95,299
24,697
265,651
21
Assets not covered for GAR calculation
56,968,479
22
Central governments and Supranational
issuers
20,939,443
23
Central banks exposure
6,327,799
24
Trading book
2,485,529
25
Undertakings and entities
not subject to CSRD
21,533,700
26
SMEs and undertakings
(other than SMEs) not subject
to CSRD
disclosure obligations
21,435,501
27
Loans and advances
21,402,540
28
of which loans
collateralised by residential
immovable
property
6,119,450
29
of which building
renovation
loans
0
30
Debt securities
22,587
31
Equity instruments
10,374
32
Non-EU
country counterparties
not subject to CSRD disclosure
obligations
98,199
33
Loans and advances
98,199
34
Debt securities
0
35
Equity instruments
0
36
Derivatives
0
37
On demand interbank loans
459,935
38
Cash and cash-related assets
2,888,474
39
Other categories of assets (e.g.
Goodwill, commodities
etc.)
2,333,600
40
Total
assets
100,187,036
Off-balance sheet exposures (stock) to Undertakings subject to CSRD disclosure
obligations
and local governments
41
Financial
guarantees
42
Assets under management
43
Of which debt securities
44
Of which equity instruments
Disclosure reference date/31.12.2025
Of which
financing
non material
activities of
counterparties
(6)
Of which
exposures
financing
counterparties
reporting in
accordance
with Article 7(9)
Of which not
assessed
considered
non-
material
by the
credit
institution
(7)
Stock
(RON thousand)
Total
[gross]
carrying amount
Of which
Taxonomy-
eligible
Of which
Taxonomy-
aligned
Breakdown per environmental
objective
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
Non-
assessed
exposures
T
EMPLATE
1.A
SSETS FOR THE CALCULATION
OF
GAR
S
TOCK
(C
AP
E
X BASED DISCLOSURE
)
a
b
c
d
e
f
g
h
i
j
k
l
m
n
o
p
Climate
Change
Mitigation
(CCM)
Climate
Change
Adaptation
(CCA)
Water and
marine
resources
(WTR)
Circular
economy
(CE)
Pollution
(PPC)
Biodiversity
and
Ecosystems
(BIO)
1
GAR - Covered assets in both numerator and denominator
19,792,578
7,442,854
169,805
168,982
512
0
311
0
0
95,216
11,631
11,154
2
Loans and advances, debt securities and equity
instruments not HfT eligible
for GAR
calculation
19,792,578
7,442,854
169,805
168,982
512
0
311
0
0
95,216
11,631
11,154
3
Financial
undertakings
5,701,766
1,304,777
136,331
135,818
512
0
1
0
0
95,216
11,593
10,138
4
Loans and advances
5,701,766
1,304,777
136,331
135,818
512
0
1
0
0
95,216
11,593
10,138
5
Debt securities, including
UoP
6
Equity instruments
7
Non-financial
undertakings
653,689
410,048
33,474
33,164
0
0
310
0
0
0
38
1,016
8
Loans and advances
653,689
410,048
33,474
33,164
0
0
310
0
0
0
38
1,016
9
Debt securities, including
UoP
10
Equity instruments
11
Households
13,386,373
5,728,029
12
of which loans
collateralised by residential
immovable
property
5,735,678
5,728,029
13
of which building
renovation
loans
14
of which motor vehicle
loans
15
Local governments financing
50,749
16
Housing
financing
17
Other local government
financing
50,749
18
Collateral obtained
by taking possession: residential
and commercial
immovable
properties
19
Exposures included
on a voluntary basis (8)
20
Total
GAR assets
19,792,578
7,442,854
169,805
168,982
512
0
311
0
0
95,216
11,631
11,154
21
Assets not covered for GAR calculation
10,482,355
22
Central governments and Supranational
issuers
690,901
23
Central banks exposure
1,231,794
24
Trading book
675,026
25
Undertakings and entities
not subject to CSRD
7,305,722
26
SMEs and undertakings
(other than SMEs) not subject
to CSRD
disclosure obligations
7,279,250
27
Loans and advances
7,279,250
28
of which loans
collateralised by residential
immovable
property
29
of which building
renovation
loans
30
Debt securities
31
Equity instruments
32
Non-EU
country counterparties
not subject to CSRD disclosure
obligations
26,472
33
Loans and advances
26,472
34
Debt securities
35
Equity instruments
36
Derivatives
37
On demand interbank loans
49,480
38
Cash and cash-related assets
433,235
39
Other categories of assets (e.g.
Goodwill, commodities
etc.)
96,198
40
Total
assets
30,274,934
Off-balance sheet exposures (stock) to Undertakings subject to CSRD disclosure
obligations
and local governments
41
Financial
guarantees
42
Assets under management
43
Of which debt securities
44
Of which equity instruments
Disclosure reference date/31.12.2025
Of which
financing
non material
activities of
counterparties
(6)
Of which
exposures
financing
counterparties
reporting in
accordance with
Article 7(9)
Of which not
assessed
considered
non-material
by the credit
institution
(7)
Flow
(RON thousand)
Total
[gross]
carrying
amount
Of which
Taxonomy-
eligible
Of which
Taxonomy-
aligned
Breakdown per environmental
objective
Of which Use
of Proceeds
Of which
transitional
Of which
enabling
Non-
assessed
exposures
T
EMPLATE
1.A
SSETS FOR THE CALCULATION
OF
GAR
F
LOW
(T
URNOVER BASED DISCLOSURE
)
T
EMPLATE
1.A
SSETS FOR THE CALCULATION
OF
GAR
F
LOW
(C
AP
E
X BASED DISCLOSURE
)
a
b
c
d
e
f
g
h
i
j
k
l
m
n
o
p
Climate
Change
Mitigation
(CCM)
Climate
Change
Adaptation
(CCA)
Water and
marine
resources
(WTR)
Circular
economy
(CE)
Pollution
(PPC)
Biodiversity
and
Ecosystems
(BIO)
1
GAR - Covered assets in both numerator and denominator
19,792,578
7,598,203
197,350
194,964
713
1,587
86
0
1
95,207
12,186
21,281
2
Loans and advances, debt securities and equity
instruments not HfT eligible
for GAR
calculation
19,792,578
7,598,203
197,350
194,964
713
1,587
86
0
1
95,207
12,186
21,281
3
Financial
undertakings
5,701,766
1,343,529
162,783
162,069
713
1
0
0
1
95,207
12,005
18,180
4
Loans and advances
5,701,766
1,343,529
162,783
162,069
713
1
0
0
1
95,207
12,005
18,180
5
Debt securities, including
UoP
6
Equity instruments
7
Non-financial
undertakings
653,689
526,645
34,567
32,895
0
1,586
86
0
0
0
181
3,101
8
Loans and advances
653,689
526,645
34,567
32,895
0
1,586
86
0
0
0
181
3,101
9
Debt securities, including
UoP
10
Equity instruments
11
Households
13,386,373
5,728,029
0
0
0
0
0
0
0
12
of which loans
collateralised by residential
immovable
property
5,735,678
5,728,029
13
of which building
renovation
loans
14
of which motor vehicle
loans
15
Local governments financing
50,749
16
Housing financing
17
Other local government
financing
50,749
18
Collateral obtained
by taking possession: residential
and commercial
immovable
properties
19
Exposures included
on a voluntary basis (8)
20
Total
GAR assets
19,792,578
7,598,203
197,350
194,964
713
1,587
86
0
1
95,207
12,186
21,281
21
Assets not covered for GAR calculation
10,482,355
22
Central governments and Supranational
issuers
690,901
23
Central banks exposure
1,231,794
24
Trading book
675,026
25
Undertakings and entities
not subject to CSRD
7,305,722
26
SMEs and undertakings
(other than SMEs) not subject
to CSRD
disclosure obligations
7,279,250
27
Loans and advances
7,279,250
28
of which loans
collateralised by residential
immovable
property
29
of which building
renovation
loans
30
Debt securities
31
Equity instruments
32
Non-EU
country counterparties
not subject to CSRD disclosure
obligations
26,472
33
Loans and advances
26,472
34
Debt securities
35
Equity instruments
36
Derivatives
37
On demand interbank loans
49,480
38
Cash and cash-related assets
433,235
39
Other categories of assets (e.g.
Goodwill, commodities
etc.)
96,198
40
Total
assets
30,274,934
Off-balance sheet exposures (stock) to Undertakings subject to CSRD disclosure
obligations
and local governments
41
Financial
guarantees
42
Assets under management
43
Of which debt securities
44
Of which equity instruments
Disclosure reference date/31.12.2025
Of which
financing
non material
activities of
counterparties (6)
Of which
exposures
financing
counterparties
reporting in
accordance
with Article
7(9)
Of which not
assessed
considered
non-material
by the credit
institution
(7)
Flow
(RON thousand)
Total
[gross]
carrying amount
Of which
Taxonomy-
eligible
Of which
Taxonomy-
aligned
Breakdown per environmental
objective
Of which
Use of
Proceeds
Of which
transitional
Of which
enabling
Non-
assessed
exposures
Disclosure
reference date/31.12.2025
a
b
c
d
e
f
g
h
i
j
Breakdown by sector - NACE 4 digits level
(code and label)
(RON thousand)
Total
[Gross]
carrying amount
Of which
Taxonomy-
eligible
Of which
Taxonomy-
aligned
Climate
Change
Mitigation
(CCM)
Climate
Change
Adaptation
(CCA)
Water and
marine
resources
(WTR)
Circular
economy
(CE)
Pollution
(PPC)
Biodiversity
and
Ecosystems
(BIO)
1
64.19-Other monetary intermediation
8,600,648
1,874,838
181,798
181,012
785
0
1
0
0
2
61.10-Wired telecommunications
activities
614,411
134,249
0
0
0
0
0
0
0
3
35.14-Distribution
of electricity
375,228
292,389
26,974
26,974
0
0
0
0
0
4
35.22-Distribution
of gaseous fuels through
mains
364,563
32,811
3,646
3,646
0
0
0
0
0
5
35.11-Production of electricity from non-renewable
sources
213,336
213,329
0
0
0
0
0
0
0
6
49.50-Transport via pipeline
of fuelgases
199,943
0
0
0
0
0
0
0
0
7
77.11-Rental and leasing
of cars and light motor vehicles
190,626
151,838
0
0
0
0
0
0
0
8
86.22-Specialist medical
practice activities
140,006
28
0
0
0
0
0
0
0
9
35.15-Trade of electricity
135,129
70,699
0
0
0
0
0
0
0
10
61.20-Wireless telecommunications
activities, excluding
satellite telecommunications
activities
114,679
4,358
2,175
17
0
0
2,157
0
0
11
Nuclear
activities (9)
12
Fossil gas activities
(10)
13
Of which non-assessed
exposures
(11)
Disclosure
reference date/31.12.2025
a
b
c
d
e
f
g
h
i
j
Breakdown by sector - NACE 4 digits level
(code and label)
(RON thousand)
Total
[Gross]
carrying
amount
Of which
Taxonomy-
eligible
Of which
Taxonomy-
aligned
Climate
Change
Mitigation
(CCM)
Climate
Change
Adaptation
(CCA)
Water and
marine
resources
(WTR)
Circular
economy
(CE)
Pollution
(PPC)
Biodiversity
and
Ecosystems
(BIO)
1
64.19-Other monetary intermediation
8,600,648
1,918,655
214,989
213,950
1,025
14
0
0
1
2
61.10-Wired telecommunications
activities
614,411
359,753
0
0
0
0
0
0
0
3
35.14-Distribution
of electricity
375,228
367,989
27,260
27,260
0
0
0
0
0
4
35.22-Distribution
of gaseous fuels through
mains
364,563
339,044
339,044
339,044
0
0
0
0
0
5
35.11-Production of electricity from non-renewable
sources
213,336
213,329
0
0
0
0
0
0
0
6
49.50-Transport via pipeline
of fuelgases
199,943
195,704
0
0
0
0
0
0
0
7
77.11-Rental and leasing
of cars and light motor vehicles
190,626
176,619
0
0
0
0
0
0
0
8
86.22-Specialist medical
practice activities
140,006
20,721
0
0
0
0
0
0
0
9
35.15-Trade of electricity
135,129
129,859
0
0
0
0
0
0
0
10
61.20-Wireless telecommunications
activities, excluding
satellite telecommunications
activities
114,679
5,849
1,491
480
0
0
1,011
0
0
11
Nuclear
activities (9)
12
Fossil gas activities
(10)
13
Of which non-assessed
exposures
(11)
T
EMPLATE
2.GAR
S
ECTOR
I
NFORMATION
(
TURNOVER BASED DISCLOSURE
)
T
EMPLATE
2.GAR
S
ECTOR
I
NFORMATION
(C
APEX BASED DISCLOSURE
)
Disclosure reference date 31.12.2025
a
b
c
d
e
f
g
h
i
j
k
l
m
Climate
Change
Mitigation
(CCM)
Climate
Change
Adaptation
(CCA)
Water
and marine
resources
(WTR)
Circular
economy
(CE)
Pollution
(PPC)
Biodiversity
and
Ecosystems
(BIO)
1
GAR - Covered assets in both numerator and denominator
2
Loans and advances, debt securities and equity
instruments not
HfT eligible for GAR calculation
47.85%
0.64%
0.63%
0.00%
0.00%
0.01%
0.00%
0.00%
0.22%
0.05%
0.09%
1.33%
3
Financial
undertakings
21.80%
2.11%
2.10%
0.01%
0.00%
0.00%
0.00%
0.00%
1.11%
0.25%
0.17%
9.70%
4
Loans and advances
21.80%
2.11%
2.10%
0.01%
0.00%
0.00%
0.00%
0.00%
1.11%
0.25%
0.17%
9.70%
5
Debt securities, including
UoP
6
Equity instruments
7
Non-financial
undertakings
38.20%
3.44%
3.36%
0.00%
0.00%
0.08%
0.00%
0.00%
0.00%
0.02%
0.97%
9.01%
8
Loans and advances
38.02%
3.47%
3.38%
0.00%
0.00%
0.08%
0.00%
0.00%
0.00%
0.02%
0.98%
9.12%
9
Debt securities, including
UoP
64.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
10
Equity instruments
11
Households
58.32%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
12
of which loans
collateralised by residential
immovable
property
97.44%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
13
of which building
renovation
loans
14
of which motor vehicle
loans
15
Local governments financing
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
16
Housing financing
17
Other local government
financing
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
18
Collateral obtained
by taking possession: residential
and
commercial
immovable
properties
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
19
Exposures included
on a voluntary basis (13)
20
Total
GAR assets
47.85%
0.64%
0.63%
0.00%
0.00%
0.01%
0.00%
0.00%
0.22%
0.05%
0.09%
1.33%
Of which
transitional
Of which
enabling
Proportion
of
Taxonomy
aligned in
Taxonomy
eligible
Non-
assessed
exposures
(12)
% (compared to corresponding total covered assets in the denominator)
Taxonomy-
eligible
Taxonomy-
aligned
Breakdown per environmental
objective
Of which
Use of
Proceeds
T
EMPLATE
3.GAR
KPI
S
TOCK
(
TURNOVER BASED DISCLOSURE
)
Disclosure reference date 31.12.2025
a
b
c
d
e
f
g
h
i
j
k
l
m
Climate
Change
Mitigation
(CCM)
Climate
Change
Adaptation
(CCA)
Water and
marine
resources
(WTR)
Circular
economy
(CE)
Pollution
(PPC)
Biodiversity
and
Ecosystems
(BIO)
1
GAR - Covered assets in both numerator and denominator
2
Loans and advances, debt securities and equity
instruments not
HfT eligible for GAR calculation
50.23%
1.58%
1.57%
0.00%
0.01%
0.00%
0.00%
0.00%
0.22%
0.06%
0.61%
3.14%
3
Financial
undertakings
22.31%
2.50%
2.49%
0.01%
0.00%
0.00%
0.00%
0.00%
1.11%
0.26%
0.30%
11.21%
4
Loans and advances
22.31%
2.50%
2.49%
0.01%
0.00%
0.00%
0.00%
0.00%
1.11%
0.26%
0.30%
11.21%
5
Debt securities, including
UoP
6
Equity instruments
7
Non-financial
undertakings
74.74%
17.28%
17.15%
0.00%
0.10%
0.04%
0.00%
0.00%
0.00%
0.08%
8.88%
23.12%
8
Loans and advances
74.65%
17.41%
17.27%
0.00%
0.10%
0.04%
0.00%
0.00%
0.00%
0.08%
8.94%
23.32%
9
Debt securities, including
UoP
87.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
10
Equity instruments
11
Households
58.32%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
12
of which loans
collateralised by residential
immovable
property
97.44%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
13
of which building
renovation
loans
14
of which motor vehicle
loans
15
Local governments financing
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
16
Housing financing
17
Other local government
financing
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
18
Collateral obtained
by taking possession: residential
and
commercial
immovable
properties
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
19
Exposures included
on a voluntary basis (13)
20
Total
GAR assets
50.23%
1.58%
1.57%
0.00%
0.01%
0.00%
0.00%
0.00%
0.22%
0.06%
0.61%
3.14%
Non-assessed
exposures
(12)
Breakdown per environmental
objective
Of which
Use of
Proceeds
Of which
transitional
Of which
enabling
% (compared to corresponding total covered assets in the denominator)
Taxonomy-
eligible
Taxonomy-
aligned
Proportion
of Taxonomy
aligned in
Taxonomy
eligible
T
EMPLATE
3.GAR
KPI
S
TOCK
(C
AP
E
X BASED DISCLOSURE
)
Disclosure reference date 31.12.2025
a
b
c
d
e
f
g
h
i
j
k
l
m
Climate
Change
Mitigation
(CCM)
Climate
Change
Adaptation
(CCA)
Water and
marine
resources
(WTR)
Circular
economy
(CE)
Pollution
(PPC)
Biodiversity
and
Ecosystems
(BIO)
1
GAR - Covered assets in both numerator and denominator
2
Loans and advances, debt securities and equity
instruments not
HfT eligible for GAR calculation
37.60%
0.86%
0.85%
0.00%
0.00%
0.00%
0.00%
0.00%
0.48%
0.06%
0.06%
2.28%
3
Financial
undertakings
22.88%
2.39%
2.38%
0.01%
0.00%
0.00%
0.00%
0.00%
1.67%
0.20%
0.18%
10.45%
4
Loans and advances
22.88%
2.39%
2.38%
0.01%
0.00%
0.00%
0.00%
0.00%
1.67%
0.20%
0.18%
10.45%
5
Debt securities, including
UoP
6
Equity instruments
7
Non-financial
undertakings
62.73%
5.12%
5.07%
0.00%
0.00%
0.05%
0.00%
0.00%
0.00%
0.01%
0.16%
8.16%
8
Loans and advances
62.73%
5.12%
5.07%
0.00%
0.00%
0.05%
0.00%
0.00%
0.00%
0.01%
0.16%
8.16%
9
Debt securities, including
UoP
10
Equity instruments
11
Households
42.79%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
12
of which loans
collateralised by residential
immovable
property
99.87%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
13
of which building
renovation
loans
14
of which motor vehicle
loans
15
Local governments financing
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
16
Housing financing
17
Other local government
financing
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
18
Collateral obtained
by taking possession: residential
and
commercial
immovable
properties
19
Exposures included
on a voluntary basis (15)
20
Total
GAR assets
37.60%
0.86%
0.85%
0.00%
0.00%
0.00%
0.00%
0.00%
0.48%
0.06%
0.06%
2.28%
Proportion
of Taxonomy
aligned in
Taxonomy
eligible
Non assessed
exposures
(14)
Breakdown per environmental
objective
Of which
Use of
Proceeds
Of which
transitional
Of which
enabling
% (compared to corresponding total covered assets in the denominator)
Taxonomy-
eligible
Taxonomy-
aligned
T
EMPLATE
4.GAR
KPI
F
LOW
(T
URNOVER BASED DISCLOSURE
)
Disclosure reference date 31.12.2025
a
b
c
d
e
f
g
h
i
j
k
l
m
Climate
Change
Mitigation
(CCM)
Climate
Change
Adaptation
(CCA)
Water and
marine
resources
(WTR)
Circular
economy
(CE)
Pollution
(PPC)
Biodiversity
and
Ecosystems
(BIO)
1
GAR - Covered assets in both numerator and denominator
2
Loans and advances, debt securities and equity
instruments not
HfT eligible for GAR calculation
38.39%
1.00%
0.99%
0.00%
0.01%
0.00%
0.00%
0.00%
0.48%
0.06%
0.11%
2.60%
3
Financial
undertakings
23.56%
2.85%
2.84%
0.01%
0.00%
0.00%
0.00%
0.00%
1.67%
0.21%
0.32%
12.12%
4
Loans and advances
23.56%
2.85%
2.84%
0.01%
0.00%
0.00%
0.00%
0.00%
1.67%
0.21%
0.32%
12.12%
5
Debt securities, including
UoP
6
Equity instruments
7
Non-financial
undertakings
80.57%
5.29%
5.03%
0.00%
0.24%
0.01%
0.00%
0.00%
0.00%
0.03%
0.47%
6.56%
8
Loans and advances
80.57%
5.29%
5.03%
0.00%
0.24%
0.01%
0.00%
0.00%
0.00%
0.03%
0.47%
6.56%
9
Debt securities, including
UoP
10
Equity instruments
11
Households
42.79%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
12
of which loans
collateralised by residential
immovable
property
99.87%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
13
of which building
renovation
loans
14
of which motor vehicle
loans
15
Local governments financing
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
16
Housing financing
17
Other local government
financing
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
18
Collateral obtained
by taking possession: residential
and
commercial
immovable
properties
19
Exposures included
on a voluntary basis (15)
20
Total
GAR assets
38.39%
1.00%
0.99%
0.00%
0.01%
0.00%
0.00%
0.00%
0.48%
0.06%
0.11%
2.60%
Proportion
of Taxonomy
aligned in
Taxonomy
eligible
Non assessed
exposures
(14)
Breakdown per environmental
objective
Of which
Use of
Proceeds
Of which
transitional
Of which
enabling
% (compared to corresponding total covered assets in the denominator)
Taxonomy-
eligible
Taxonomy-
aligned
T
EMPLATE
4.GAR
KPI
F
LOW
(C
AP
E
X BASED DISCLOSURE
)
Notes:
(1)
Based on the Turnover KPI of the counterparty.
(10)
Referred to in Sections 4.29, 4.30 and 4.31 of Annexes I and II
to Delegated Regulation (EU) 2021/2139.
(2)
Based on the CapEx KPI of the counterparty.
(11)
In accordance with Article 7(8) of this Regulation.
(3)
% of assets covered by the KPI over banks’ total assets.
(12)
In accordance with Article 7(8) of this Regulation.
(4)
In accordance with Article 7(8) of this Regulation.
(13)
In accordance with Article 7(3) of this Regulation.
(5)
Fee and commission income from services other than lending
and AuM.
(14)
In accordance with Article 7(8) of this Regulation.
(6)
In accordance with Article 7(8)(a) and (b) of this Regulation.
(15)
In accordance with Article 7(3) of this Regulation.
(7)
In accordance with Article 4(1a) of this Regulation.
(16)
In accordance with Article 7(8) of this Regulation.
(8)
In accordance with Article 7(3) of this Regulation.
(17)
In accordance with Article 7(8) of this Regulation.
(9)
Referred to in Sections 4.26, 4.27 and 4.28 of Annexes I and II to Delegated
Regulation (EU) 2021/2139.
(18)
In accordance with Article 7(8) of this Regulation.
Independent auditor’s limited assurance report
on BRD – Groupe Société Générale SA’s
consolidated sustainability statement
To the Shareholders of BRD – Groupe Société Générale SA
Limited assurance conclusion
We have conducted a limited assurance engagement on the consolidated
sustainability
statement of BRD – Groupe Société Générale SA (the “Bank”), included in
Consolidated
Sustainability Statement of the Annual Board of Directors’ Report (the “consolidated
sustainability statement”), as at 31 December 2025 and for the year then ended.
The Bank’s registered office is in Romania, Bucharest, District 1, 1-7 Ion Mihalache
Blvd, and its
unique fiscal registration code is RO361579.
Based on the procedures we have performed and the evidence we
have obtained, nothing has
come to our attention that causes us to believe that the consolidated sustainability
statement is
not prepared, in all material respects, in accordance with the provisions
of point 33 of National
Bank of Romania (NBR) Order no. 27/2010 for approving accounting
Regulations in accordance
with International Financial Reporting Standards, republished, with subsequent
amendments
(the “NBR Order 27/2010”) implementing Article 29(a)
of EU Directive 2013/34/EU, including:
●
compliance with the European Sustainability Reporting Standards (ESRS),
including that
the process carried out by the Bank to identify the information reported in
the consolidated
sustainability statement (the “Process”) is in accordance with the description
set out in
subsection Double Materiality Assessment Process; and
●
compliance of the disclosures in subsection EU Taxonomy within the environmental
section
and Annex 5 of the consolidated sustainability statement with Article
8 of EU Regulation
2020/852 (the “Taxonomy Regulation”).
Basis for conclusion
We conducted our limited assurance engagement in accordance
with International Standard on
Assurance Engagements (ISAE) 3000 (Revised), Assurance engagements
other than audits or
reviews of historical financial information (“ISAE 3000 (Revised)”), issued by the
International
Auditing and Assurance Standards Board.
We believe that the evidence we have obtained is sufficient and appropriate
to provide a basis
for our conclusion. Our responsibilities under this standard are further described
in the
Auditor’s responsibilities section of our report.
Our independence and quality management
We have complied with the independence and other ethical requirements
of the International
Code of Ethics for Professional Accountants (including International
Independence Standards)
issued by the International Ethics Standards Board for Accountants
(IESBA Code), which is
founded on fundamental principles of integrity, objectivity, professional competence
and due
care, confidentiality and professional behaviour and of the requirements
relevant in Romania,
including Law 162/2017 regarding statutory audit of annual financial
statements and annual
consolidated financial statements and regarding changes to other regulations
and subsequent
amendments (“Law 162/2017”).
The firm applies International Standard on Quality Management
1, which requires the firm to
design, implement and operate a system of quality management including
policies or procedures
regarding compliance with ethical requirements, professional standards
and applicable legal
and regulatory requirements.
Responsibilities for the consolidated sustainability statement
The Administrators of the Bank are responsible for designing and implementing
a process to
identify the information reported in the consolidated sustainability statement
in accordance
with the ESRS and for disclosing this Process in subsection Double Materiality
Assessment
Process of the consolidated sustainability statement. This responsibility includes:
●
understanding the context in which the Group’s activities and business relationships
take
place and developing an understanding of its affected stakeholders;
●
the identification of the actual and potential impacts (both negative and positive) related
to
sustainability matters, as well as risks and opportunities that affect, or could
reasonably be
expected to affect, the Group’s financial position, financial performance, cash flows,
access
to finance or cost of capital over the short-, medium-, or long-term;
●
the assessment of the materiality of the identified impacts, risks and opportunities
related
to sustainability matters by selecting and applying appropriate thresholds;
and
●
making assumptions that are reasonable in the circumstances.
The Administrators of the Bank are further responsible for the preparation
of the consolidated
sustainability statement, in accordance with the provisions of point 33
of NBR Order 27/2010
implementing Article 29(a)
of EU Directive 2013/34/EU, including:
●
compliance with the ESRS;
●
preparing the disclosures in subsection EU Taxonomy within the environmental
section
and
Annex 5 of the consolidated sustainability statement, in compliance with
Article 8 of the
Taxonomy Regulation;
●
designing, implementing and maintaining such internal control that the
Administrators of
the Bank determine is necessary to enable the preparation of the consolidated
sustainability
statement that is free from material misstatement, whether due to fraud or
error; and
●
the selection and application of appropriate sustainability reporting methods and
making
assumptions and estimates that are reasonable in the circumstances.
Those charged with governance are responsible for overseeing the Group’s
sustainability
reporting process.
Inherent limitations in preparing the consolidated sustainability statement
In reporting forward-looking information in accordance with ESRS, the Administrators
of the
Bank are required to prepare the forward-looking information on the basis
of disclosed
assumptions about events that may occur in the future and possible future
actions by the Group.
Actual outcomes are likely to be different since anticipated events frequently
do not occur as
expected.
Reporting on sustainability matters in accordance with the ESRS requires
the use of information
from the Group's value chain, which is only accessible to a limited extent. As described
in
section 8.1. General Information under subsection ‘Estimation
Uncertainty Disclosure’ of the
consolidated sustainability statement, the Administrators of the Bank
must therefore rely on
third-party data and information, and make assumptions and estimates, to
determine the
sustainability information disclosed in the consolidated sustainability
statement. Such
sustainability information is therefore subject to significant inherent uncertainties.
Auditor’s responsibilities
Our responsibility is to plan and perform the assurance engagement to obtain
limited assurance
about whether the consolidated sustainability statement is free from material
misstatement,
whether due to fraud or error, and to issue a limited assurance report that
includes our
conclusion. Misstatements can arise from fraud or error and are considered
material if,
individually or in the aggregate, they could reasonably be expected to influence
decisions of
users taken on the basis of the consolidated sustainability statement
as a whole.
As part of a limited assurance engagement in accordance with ISAE 3000 (Revised) we
exercise
professional judgement and maintain professional scepticism throughout
the engagement.
Our responsibilities in respect of the consolidated sustainability statement,
in relation to the
Process, include:
●
Obtaining an understanding of the Process, but not for the purpose of
providing a
conclusion on the effectiveness of the Process, including the outcome
of the Process;
●
Considering whether the information identified addresses the applicable
disclosure
requirements of the ESRS; and
●
Designing and performing procedures to evaluate whether the Process is consistent
with the
Bank’s description of its Process set out in subsection Double Materiality
Assessment
Process.
Our other responsibilities in respect of the consolidated sustainability statement
include:
●
Identifying where material misstatements are likely to arise, whether due to fraud
or error;
and
●
Designing and performing procedures responsive to where material misstatements
are
likely to arise in the consolidated sustainability statement. The risk of not detecting
a
material misstatement resulting from fraud is higher than for one resulting
from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the
override of internal control.
Summary of the work performed
A limited assurance engagement involves performing procedures to obtain
evidence about the
consolidated sustainability statement. The procedures in a limited assurance
engagement vary
in nature and timing from, and are less in extent than for, a reasonable assurance engagement.
Consequently, the level of assurance obtained in a limited assurance
engagement is substantially
lower than the assurance that would have been obtained had a reasonable
assurance
engagement been performed.
The nature, timing and extent of procedures selected depend on
professional judgement,
including the identification of disclosures where material misstatements are
likely to arise in the
consolidated sustainability statement, whether due to fraud or error.
In conducting our limited assurance engagement, with respect to the Process,
we:
●
Obtained an understanding of the Process by:
o
performing inquiries to understand the sources of the information used by the
Administrators of the Bank (e.g., stakeholder engagement, business plans
and strategy
documents); and
o
reviewing the Bank’s internal documentation of its Process; and
●
Evaluated whether the evidence obtained from our procedures with respect
to the Process
implemented by the Bank was consistent with the description of the Process set out in
subsection Double Materiality Assessment Process.
In conducting our limited assurance engagement, with respect to the
consolidated sustainability
statement, we:
●
Obtained an understanding of the Group’s reporting processes relevant
to the preparation
of its consolidated sustainability statement by obtaining an understanding
of the Group’s
control environment, processes and information system relevant to
the preparation of the
consolidated sustainability statement, but not for the purpose
of providing a conclusion on
the effectiveness of the Group’s internal control.
●
Evaluated whether the information identified by the Process is included in
the consolidated
sustainability statement;
●
Evaluated whether the structure and the presentation of the consolidated
sustainability
statement is in accordance with the ESRS;
●
Performed inquires of relevant personnel and analytical procedures
on selected information
in the consolidated sustainability statement;
●
Performed substantive assurance procedures on selected information
in the consolidated
sustainability statement;
●
Where applicable, compared disclosures in the consolidated sustainability
statement with
the corresponding disclosures in the consolidated and separate financial
statements and
Annual Board of Directors’ Report;
●
Evaluated the methods used by the Bank for developing estimates and forward-looking
information;
●
Obtained an understanding of the Bank’s process to identify taxonomy-eligible
and
taxonomy-aligned economic activities and the corresponding disclosures
in the
consolidated sustainability statement.
On behalf of
PricewaterhouseCoopers Audit SRL
Audit firm
registered with the Public Electronic Register of financial auditors and audit firms
under no.
FA6
Refer to the original
signed Romanian version
Ana-Maria Butucaru
Financial auditor
registered with the Public Electronic Register of financial auditors and audit firms
under no.
AF3378
Bucharest, 17 March 2026
9.
C
ONCLUSIONS AND PERSPECTIVES
FOR
2026
Despite an even more tense environment,
BRD remained committed to supporting its customers and the
Romanian economy, posting a resilient financial performance.
BRD’s continuous efforts to ensure its products and services remain closely aligned with customers’
evolving needs, supported the dynamic commercial activities registered
last year.
As of December 2025 end, net loans outstanding, including leasing
financing, marked a +13% YoY
increase compared to December 2024 end, continuing to moderate its path
given the challenging
economic context. Lending to corporates registered a yearly advance of
+17% YoY,
while retail loans
were up by +10% YoY,
thanks to the individuals’ segment, driven by higher demand for housing
financing.
BRD strengthened its commitment to sustainable finance in 2025,
providing EUR 919 million in new
green financing (EUR 782 million to corporates and EUR 137 million
to retail clients). The bank
supported several landmark transactions, through green buildings financing,
energy distribution, urban
regeneration and e-mobility. It has also launched the first sustainability-linked loan (SLL) for SMEs on
the Romanian market. Moreover, BRD signed two new guarantee agreements with BID aimed at
supporting SMEs, as well as Territorial Administrative Units and their subordinated companies, and a
convention with the Ministry of Economy, Digitalization, Entrepreneurship and Tourism for
implementing SME ECO TECH program.
The deposit base expanded by +10.5% YoY as of December 2025 end, with higher collection from large
corporate segment, while retail deposit inflows were constrained by
the monthly issuances of Romanian
government bonds for individuals, offered at attractive yields. Along with deposits,
BRD savings offer
provides access to a broad range of asset classes and investment strategies
through its subsidiary, BRD
Asset Management, which continues to be the main player on the UCITS
market, with 25.3% market
share at 2025 end, and RON 9.3 billion assets under management,
marking a 51% YoY advance.
On the digital front, customers’ digital activity continued to grow, reflected by the increased number of
YouBRD mobile application users (1.87 million users at 2025 end) and the volume of transactions done
through the application (+25% YoY in 2025). BRD remained committed to optimizing customers’ digital
journey, by constantly enriching YouBRD
with new features, such as: the new mobile onboarding flow
for individuals, the “refer a friend” feature, multicurrency option,
partial early repayments, Fidelis
subscriptions available in YouBRD, updating customers’ data directly in the app, and the “repeat a
payment” feature. The cashback loyalty program reached more
than 1 million enrolled customers and the
cashback amount since launch amounted to RON 4m at the end of
the year.
BRD reported a healthy loan book with a low non-performing loan (NPL)
ratio of 2.4% and NPL
coverage of 63.4%
at 2025 end. BRD Group net profit for the year amounted to RON
1,546 million, with
a return on equity (ROE) of ~17% excluding the tax on turnover, and solid capital position. These
financial results were driven by solid revenue stream on resilient
margins,
strict costs control with a focus
on optimization and IT investments prioritized towards streamlining
processes, as well as good asset
quality. The resilient financial results and the solid capital and liquidity, position BRD for continued
support of the Romanian economy.
Overall, BRD's performance in 2025 demonstrate its determination to
enhance the customer journey,
support Romanian companies’ sustainable initiatives,
and accelerate business growth in an highly
competitive landscape.
Further details on the Bank’s perspectives and objectives are presented in the budget for 2026 which is
submitted for approval to the Ordinary General Shareholders
Meeting.
10. B
OARD OF
D
IRECTORS
’
P
ROPOSALS
1)
Considering the present report, we submit for the approval of the Ordinary
General Shareholders
Meeting of BRD the consolidated and separate financial statements prepared
according to the
International Financial Reporting Standards as adopted by the European Union,
as at and for the
year ended December 31, 2025, made of:
-
Consolidated and separate statements
of financial position;
-
Consolidated and separate statements
of profit or loss;
-
Consolidated and separate statements
of other comprehensive income;
-
Consolidated and separate statements
of changes in equity;
-
Consolidated and separate statements
of cash flows;
-
Notes to the consolidated and separate financial statements.
2)
Part of the present report, is also the Consolidated Sustainability Statement
prepared in
accordance with CSRD (Corporate Sustainability Reporting Directive).
3)
Dividend distribution corresponding to a payout ratio of 50% of the Bank’s 2025 net result (gross
dividend of RON 1.0752/share).
4)
Discharge of the Board of Directors.
Cecile BARTENIEFF DANSAERT
Maria ROUSSEVA
President of the Board of Directors
Chief Executive Officer
Vladimir POJER
Simona PRODAN
Deputy Chief Executive Officer
Finance Executive Director
A
PPENDIX
1
C
OMPLY
OR
EXPLAIN
STATEMEN
T
(CSE)
AS OF
D
ECEMBE
R
31,
2025
Section
Principle
Prov No.
Provision (detailed)
Yes
Partial
No
Explanation (text and url link if
document is on website)
A: GOVERNING BODIES
A:
GOVERNING
BODIES
A.1. The Board should
ensure the Company’s
long-term success and
sustainability for the best
interest of the Company
and its shareholders and
taking into account the
interests of other
stakeholders. The Board
should clearly define and
disclose the full scope of
its roles and
responsibilities.
A.1., 1
The Board should have an internal regulation that formalises
and clearly
states its roles and responsibilities. The articles of association,
Board’s
internal regulation and other internal regulations should clearly
delineate
the roles and competencies among the Board, general meeting of
shareholders (GMS) and executive management.
X
https://www.brd.ro/informatii-generale
https://www.brd.ro/politicile-
corporative-si-angajamente
A:
GOVERNING
BODIES
A.1. The Board should
ensure the Company’s
long-term success and
sustainability for the best
interest of the Company
and its shareholders and
taking into account the
interests of other
stakeholders. The Board
should clearly define and
disclose the full scope of
its roles and
responsibilities.
A.1., 2
Board’s internal regulation should include,
among others, the Board’s
responsibilities as well as fiduciary duties of directors to act on a
fully
informed basis, in good faith, with due diligence and care,
and in the
best interest of the Company, its
shareholders and taking into account
the interests of other stakeholders in line with legal requirements.
X
https://www.brd.ro/informatii-generale
https://www.brd.ro/politicile-
corporative-si-angajamente
A:
GOVERNING
BODIES
A.1. The Board should
ensure the Company’s
long-term success and
sustainability for the best
interest of the Company
and its shareholders and
taking into account the
interests of other
stakeholders. The Board
should clearly define and
disclose the full scope of
A.1., 3
To sustain the Company’s
long-term viability and success, the Board
should:
· Oversee the development and approve the Company’s
strategy and
ensure that it also integrates sustainability aspects, including
environmental and social (E&S) considerations and climate-related
risks
and opportunities;
· Appoint and dismiss CEO and other executives to whom executive
management responsibilities were delegated (called executive
management ) and ensure their succession planning;
· Oversee the management performance, management role in addressing
material sustainability risks and opportunities and align the
remuneration
of executive management with the long-term interests and
sustainability
X
https://www.brd.ro/informatii-generale
https://www.brd.ro/politicile-
corporative-si-angajamente
its roles and
responsibilities.
of the Company, according to the provisions
of the Company’s
remuneration policy;
· Ensure there is a sound framework for internal controls and risk
management;
· Ensure that the Company has in place procedures to enable
effective
communication with shareholders and other stakeholders.
A:
GOVERNING
BODIES
A.1. The Board should
ensure the Company’s
long-term success and
sustainability for the best
interest of the Company
and its shareholders and
taking into account the
interests of other
stakeholders. The Board
should clearly define and
disclose the full scope of
its roles and
responsibilities.
A.1., 4
Duration of appointment of Board and executive management should be
set clearly and should, to the extent possible, foster stability
and
predictability.
X
Legal Base | BRD.ro
A:
GOVERNING
BODIES
A.2. The Board should
have an appropriate
balance of skills,
experience, gender
diversity, knowledge and
independence to enable it
to effectively perform its
duties and responsibilities.
A.2., 1
The Board should have at least five members.
X
https://www.brd.ro/despre-
brd/investitori-si-
actionari/informatii/cadrul-juridic
https://www.brd.ro/despre-noi/grupul-
brd/cine-suntem/management
https://www.brd.ro/politicile-
corporative-si-angajamente
A:
GOVERNING
BODIES
A.2. The Board should
have an appropriate
balance of skills,
experience, gender
diversity, knowledge and
independence to enable it
to effectively perform its
duties and responsibilities.
A.2., 2
The Board should have in place a policy on Board and executive
management diversity and should ensure that diversity requirements
in
terms of gender, age, experiences and
skills are incorporated in the
Nomination Policy.
X
https://www.brd.ro/politicile-
corporative-si-angajamente
A:
GOVERNING
BODIES
A.2. The Board should
have an appropriate
balance of skills,
experience, gender
diversity, knowledge and
independence to enable it
to effectively perform its
duties and responsibilities.
A.2., 3
The Board should develop a Board profile which specifies
the desired
characteristics and traits of its members including factors such
as
independence, diversity, integrity,
specific skills and experience,
industry knowledge, ability and willingness to devote adequate
time and
effort to Board responsibilities in the context of the needs
of the Board
and its committees and their exercise of the Board’s
strategic and
oversight roles. The Board profile can be part of the Nomination Policy.
X
https://www.brd.ro/politicile-
corporative-si-angajamente
A:
GOVERNING
BODIES
A.2. The Board should
have an appropriate
balance of skills,
experience, gender
diversity, knowledge and
independence to enable it
to effectively perform its
duties and responsibilities.
A.2., 4
The majority of the members of the Board should be non-executives.
At
least a third of the Board members should be independent.
Each
independent member of the Board should submit a declaration regarding
his/her independence at the time of his/her nomination for election
or re-
election as well as when any change in his/her status arises, as
per the
criteria of independence defined in law and in Appendix A
to the Code.
X
https://www.brd.ro/despre-
brd/investitori-si-
actionari/informatii/cadrul-juridic
https://www.brd.ro/despre-noi/grupul-
brd/cine-suntem/management
A:
GOVERNING
BODIES
A.2. The Board should
have an appropriate
balance of skills,
A.2., 5
The Nomination and Remuneration Committee (or the entire Board if
there is no Nomination and Remuneration Committee) should assess
whether the directors can be considered independent under the factors
X
Notes related to the items on the agenda
of the Ordinary General Meeting of
Shareholders concerning the
experience, gender
diversity, knowledge and
independence to enable it
to effectively perform its
duties and responsibilities.
taken into account, by examining whether there are any business
or other
personal relationships that could materially affect the independence
and
objectivity of the director and his/her ability to act in the
best interests of
the Company, its shareholders and
stakeholders.
appointment of directors/designation of
independent directors
A:
GOVERNING
BODIES
A.2. The Board should
have an appropriate
balance of skills,
experience, gender
diversity, knowledge and
independence to enable it
to effectively perform its
duties and responsibilities.
A.2., 6
The positions of Chairperson and Chief Executive Officer (CEO)
are
recommended to be held by different individuals.
X
In consideration of the banking
legislation and the Bank’s internal
normative documents, the cumulation of
these functions is prohibited.
A:
GOVERNING
BODIES
A.2. The Board should
have an appropriate
balance of skills,
experience, gender
diversity, knowledge and
independence to enable it
to effectively perform its
duties and responsibilities.
A.2., 7
If the Chairperson and CEO functions are performed by the same
person,
it is recommended that the Board appoints an independent Vice-
Chairperson.
N/A. In the case of BRD-Groupe
Societe Generale S.A., in accordance
with the applicable internal normative
documents and banking legislation, the
positions of Chair of the Board and
Chief Executive Officer are not held by
the same person.
A:
GOVERNING
BODIES
A.3. The Board should
ensure that a formal,
rigorous and transparent
procedure is put into
place regarding the
nomination of new
members to the Board.
A.3., 1
The Company should develop and disclose a board nomination policy
(“Nomination Policy”) that should define the processes
and procedures
for the nomination, election or replacement of a director.
The
Nomination Policy, approved by the
competent governance body, shall
describe how the Company receives and evaluates nominations from
shareholders (including minority shareholders) or from members of the
Board, including in relation to the board profile, independence and
diversity.
X
https://www.brd.ro/politicile-
corporative-si-angajamente
A:
GOVERNING
BODIES
A.3. The Board should
ensure that a formal,
rigorous and transparent
procedure is put into
place regarding the
nomination of new
members to the Board.
A.3., 2
The Board, through its Nomination and Remuneration Committee,
if
established, should monitor the nomination process of candidates
for the
position of Board member.
X
https://www.brd.ro/informatii-generale
https://www.brd.ro/politicile-
corporative-si-angajamente
A:
GOVERNING
BODIES
A.3. The Board should
ensure that a formal,
rigorous and transparent
procedure is put into
place regarding the
nomination of new
members to the Board.
A.3., 3
The Company should disclose to shareholders information on the
experiences and CV of the director candidates that they
require to make
an informed decision on the appointment or reappointment of
the
directors including the following:
· candidates’ professional commitments and engagements,
including
executive and non-executive positions in companies, public authorities,
not-for-profit bodies or other organisations;
· any existing or potential conflicts of interest including whether
they
have business, family or other relationships that could affect
their
performance as directors on the Board;
· which shareholder or member of the Board proposed each candidate
for
the Board positions.
X
Starting to
publication of
the
Convening notice, the full text of the
informative documents and materials
with regard to the matters on the agenda,
the documents that are to be presented to
the ordinary and extraordinary general
meetings of the shareholders, the
decision drafts for each point on the
agenda and the information sheet with
the name, locality of domicile and
professional qualification of the
candidate proposed for the position of
director are available on the website of
the Bank (www.brd.ro, section
Shareholders and Investors) both
Romanian and English or can be
obtained by the shareholders from the
General Secretariat of the Bank .
A:
GOVERNING
BODIES
A.4. The Board should
establish committees
which should assist the
A.4., 1
The Board shall establish an Audit Committee to enhance
its oversight
capability over the financial reporting, internal control framework,
internal and external audit processes, and compliance with applicable
X
https://www.brd.ro/informatii-generale
https://www.brd.ro/politicile-
Board in the performance
of its key responsibilities,
dealing with strategic
challenges and in
managing sensitive issues
with high potential for
conflicts of interest.
laws and regulations. Where a separate risk management committee
is
not required by law or already established, the Audit Committee
will
also include oversight responsibilities for the efficiency of the
risk
management framework.
corporative-si-angajamente
A:
GOVERNING
BODIES
A.4. The Board should
establish committees
which should assist the
Board in the performance
of its key responsibilities,
dealing with strategic
challenges and in
managing sensitive issues
with high potential for
conflicts of interest.
A.4., 2
The Audit Committee is recommended to be composed of non-executive
directors. The majority of the Committee members is recommended
to
be independent, including the Committee chairperson.
The Audit
Committee, as a whole, should have competencies relevant to
the
Company’s area of operations. The
Committee and its members should
comply with the applicable national and European legislation.
X
https://www.brd.ro/informatii-generale
https://www.brd.ro/politicile-
corporative-si-angajamente
A:
GOVERNING
BODIES
A.4. The Board should
establish committees
which should assist the
Board in the performance
of its key responsibilities,
dealing with strategic
challenges and in
managing sensitive issues
with high potential for
conflicts of interest.
A.4., 3
The Boards of Premium Tier companies should set
up a Nomination and
Remuneration Committee formed of non-executive directors.
The
majority of the Committee members is recommended to be independent,
including the Committee chairperson. The Board may also establish
a
separate Nomination Committee and a separate Remuneration
Committee if the Board composition accommodates it and if this
is
justified given the Company’s size and
complexity of its business and
governance structures.
X
https://www.brd.ro/informatii-generale
https://www.brd.ro/politicile-
corporative-si-angajamente
A:
GOVERNING
BODIES
A.4. The Board should
establish committees
which should assist the
Board in the performance
of its key responsibilities,
dealing with strategic
challenges and in
managing sensitive issues
with high potential for
conflicts of interest.
A.4., 4
In addition to its specific responsibilities as provided under this
Code,
the Nomination and Remuneration Committee should:
i. Review and recommend to the Board the size and composition
of the
Board and lead the development and ongoing review of the Board
profile;
ii. Identify individuals qualified to become Board members and
members of the executive management, if requested; evaluate the
candidates for executive management roles; evaluate the candidates
proposed by the shareholders or by Board members for a director
role
and inform the GMS accordingly;
iii. Make recommendations to the Board concerning committee
appointments (other than the Nomination and Remuneration
Committee);
iv. Coordinate an annual evaluation of the
Board, directors and
committees in line with provisions set out in Principle A.5.;
v. Assist the Board in fulfilling its responsibilities
related to the
Company’s remuneration policy;
vi. Assist the Board in the development of the succession
plans for
executive management, as well as the emergency succession
plans and
CEO search process, as required;
vii. Oversee the administration of the Company’s
compensation and
benefits plans.
X
https://www.brd.ro/informatii-generale
https://www.brd.ro/politicile-
corporative-si-angajamente
A:
GOVERNING
BODIES
A.4. The Board should
establish committees
which should assist the
Board in the performance
of its key responsibilities,
dealing with strategic
challenges and in
managing sensitive issues
A.4., 5
The role and responsibilities of Board committees should be
defined in
separate internal regulation (operating regulations) and disclosed on
the
Company’s website. If the Company chooses
not to establish any of the
Board committees not required by law,
the corresponding tasks and
responsibilities shall be done by the Board and should be adequately
stated in the Board’s internal regulation.
X
https://www.brd.ro/informatii-generale
https://www.brd.ro/politicile-
corporative-si-angajamente
with high potential for
conflicts of interest.
A:
GOVERNING
BODIES
A.4. The Board should
establish committees
which should assist the
Board in the performance
of its key responsibilities,
dealing with strategic
challenges and in
managing sensitive issues
with high potential for
conflicts of interest.
A.4., 6
The evaluation of independence for the members of the committees,
including when the members of the committees are appointed by
the
GMS, shall be carried out according to the same procedure applicable
to
the independent members of the Board.
X
https://www.brd.ro/politicile-
corporative-si-angajamente
A:
GOVERNING
BODIES
A.4. The Board should
establish committees
which should assist the
Board in the performance
of its key responsibilities,
dealing with strategic
challenges and in
managing sensitive issues
with high potential for
conflicts of interest.
A.4., 7
The chairpersons of the Audit Committee and Nomination and
Remuneration Committee should not be the Chairperson of the Board
or
of any other committee, unless this is justified by the size
of the Board.
X
Exceptionally, for a limited period
during 2025, due to changes in the
Bank’s Board of Directors, until the
appointment of a new Chairman, Mr.
Jean-Pierre Georges Vigroux
(Independent Director) provisionally
held the positions of Interim Chairman
of the Board of Directors and Chairman
of the Audit Committee.Upon the
election of Mrs. Cécile Bartenieff as
Chairman of the Board of Directors,
subject to approval by the National Bank
of Romania (BNR), the Bank will fully
comply with the provisions of A.4., 7
starting from the effective date of Mrs.
Bartenieff’s mandate.Additionally,
we
mention that BRD-Groupe Société
Générale S.A., as a significant credit
institution, complies with the special
banking legislation provisions regarding
prohibitions on the accumulation of
functions.Thus, according to Article 23,
paragraph 4 of BNR Regulation 5/2013
on prudential requirements for credit
institutions, “(4) In all credit institutions,
the chairman of the risk management
committee must not be the chairman of
the governing body nor the chairman of
any other committee.”The special
legislation does not prohibit the
accumulation of functions for the other
three mandatory committees in the case
of significant credit institutions, namely
the Audit Committee, the Nomination
Committee, and the Remuneration
Committee.
A:
GOVERNING
BODIES
A.5. The Board should set
up robust Board
operating procedures as
well as Board evaluation
and continuous
development mechanisms
to improve directors’
skills and their ability to
A.5., 1
The Board Chairperson is primarily responsible for ensuring that the
Board functions properly. The Board’s
internal regulation should contain
the role and responsibilities of the Board Chairperson and the Board
Chairperson, at a minimum, should:
• Determine the agenda of the Board meetings, chair such
meetings and
ensure that minutes are kept of such meetings;
• Ensure the Board receives accurate, timely,
useful, succinct
information to enable the Board to make sound decisions;
• Ensure the Board has sufficient time for consultation and
decision-
X
effectively deliver their
responsibilities.
making;
• Enable the Committees to function properly and that there is
effective
communication with Board committees, including actionable, insightful
reports of committees back to the full Board;
• Ensure the performance of the Board is evaluated and discussed
at least
once a year and disclosed as per provision D.1.3;
• Ensure that the Board has proper working relationship with the
executive management. The CEO and the Chairman of the Board
(if
positions are held by different individuals) shall meet
regularly;
• Address and manage internal disputes and conflicts of interest
concerning Board members.
A:
GOVERNING
BODIES
A.5. The Board should set
up robust Board
operating procedures as
well as Board evaluation
and continuous
development mechanisms
to improve directors’
skills and their ability to
effectively deliver their
responsibilities.
A.5., 2
The Board should meet as often as necessary but not less
than six (6)
times a year.
X
During the year 2025, 38 meetings of
the Board of Directors were held.
A:
GOVERNING
BODIES
A.5. The Board should set
up robust Board
operating procedures as
well as Board evaluation
and continuous
development mechanisms
to improve directors’
skills and their ability to
effectively deliver their
responsibilities.
A.5., 3
The Board can request to designate the Corporate Secretary who
should
assist the Board in complying with its obligations under law,
Board
internal regulation and other policies. The Corporate Secretary should
be
a senior officer in the Company tasked with assisting
the Board and its
committees in organising their activities, in preparing for
the meetings,
annual Board and committee performance evaluation and director
training programs, if the case.
X
Since February 10, 2016, Mrs. Flavia
Popa – Corporate Secretary of BRD –
Groupe Société Générale – has held the
position of Secretary of the Board of
Directors
A:
GOVERNING
BODIES
A.5. The Board should set
up robust Board
operating procedures as
well as Board evaluation
and continuous
development mechanisms
to improve directors’
skills and their ability to
effectively deliver their
responsibilities.
A.5., 4
The Board should clearly define the rights and responsibilities,
scope of
authority and other issues related to the Corporate Secretary.
X
A:
GOVERNING
BODIES
A.5. The Board should set
up robust Board
operating procedures as
well as Board evaluation
and continuous
development mechanisms
to improve directors’
skills and their ability to
effectively deliver their
responsibilities.
A.5., 5
The Board and its committees should develop and approve an
annual
internal work plan identifying topics to address during the year
before
the end of the previous year. The
plan should take into account decisions
that need to be proposed to the GMS, reporting by management and
internal control functions, the required frequency of Board and
Committee meetings, and should be reviewed by the Chairperson,
assisted by the Corporate Secretary.
X
A:
GOVERNING
BODIES
A.5. The Board should set
up robust Board
operating procedures as
well as Board evaluation
and continuous
development mechanisms
A.5., 6
The Board should conduct an annual evaluation of the composition,
activity and dynamics of the Board and its committees, individually
and
as a whole, and which should be coordinated by the Nomination and the
Remuneration Committee.
X
CORPORATE
GOVERNANCE section
of the Annual Report
to improve directors’
skills and their ability to
effectively deliver their
responsibilities.
A:
GOVERNING
BODIES
A.5. The Board should set
up robust Board
operating procedures as
well as Board evaluation
and continuous
development mechanisms
to improve directors’
skills and their ability to
effectively deliver their
responsibilities.
A.5., 7
The Nomination and Remuneration Committee should share the
results
of the Board evaluation with the whole Board and should then set
follow
up actions, if any, including professional
development and training plans
for the Board to fill gaps.
X
CORPORATE
GOVERNANCE section
of the Annual Report
A:
GOVERNING
BODIES
A.5. The Board should set
up robust Board
operating procedures as
well as Board evaluation
and continuous
development mechanisms
to improve directors’
skills and their ability to
effectively deliver their
responsibilities.
A.5., 8
The Board’s internal regulation should require
Company orientation
(induction) programmes
for newly appointed directors, ensured by
internal staff of the Company.
The Board’s internal regulation can also
include references for ongoing director education program, if needed.
The implementation of any orientation and ongoing trainings
programmes for directors (as per the Board decision) is made
under the
oversight of the Nomination and Remuneration Committee,
with the
support of the Corporate Secretary.
Based on the results of the annual
board evaluation, the Nomination and Remuneration Committee
jointly
with the Board Chairperson shall develop professional development
programmes focusing on the areas where capacity should be
built among
Board members.
X
A:
GOVERNING
BODIES
A.6. Executive
management is
responsible for day-to-day
management of the
Company. The Board
should ensure that the
executive management is
capable of effectively
running the Company and
that its composition,
competence, roles and
management incentives
support the successful
implementation of
Company’s strategy and
plans.
A.6., 1
Executive management should run the Company and be accountable
to
the Board. Division of responsibilities between the Board
and the
executive management and between different members of
the executive
management should be clearly articulated in the Company’s
by-laws and
the internal regulations of the Company.
X
https://www.brd.ro/informatii-generale
https://www.brd.ro/politicile-
corporative-si-angajamente
A:
GOVERNING
BODIES
A.6. Executive
management is
responsible for day-to-day
management of the
Company. The Board
should ensure that the
executive management is
capable of effectively
running the Company and
that its composition,
competence, roles and
management incentives
support the successful
implementation of
A.6., 2
When Board Chairperson and CEO roles are exercised by
one
individual, the different responsibilities of the Board Chairperson
and
CEO should be clearly defined and distinguished in the Company
by-
laws.
N/A. In BRD the Board Chairperson and
CEO roles are exercised by
different
individuals.
Company’s strategy and
plans.
A:
GOVERNING
BODIES
A.6. Executive
management is
responsible for day-to-day
management of the
Company. The Board
should ensure that the
executive management is
capable of effectively
running the Company and
that its composition,
competence, roles and
management incentives
support the successful
implementation of
Company’s strategy and
plans.
A.6., 3
The Board should ensure that the executive management is
comprised of
persons with adequate knowledge, skills, diversity and experience
to
support successful Company performance and that there are
measures in
place to provide for the orderly succession of executive management.
X
https://www.brd.ro/en/corporate-
policies-and-commitments
A:
GOVERNING
BODIES
A.6. Executive
management is
responsible for day-to-day
management of the
Company. The Board
should ensure that the
executive management is
capable of effectively
running the Company and
that its composition,
competence, roles and
management incentives
support the successful
implementation of
Company’s strategy and
plans.
A.6., 4
The Board, with the support of the Nomination and Remuneration
Committee, should annually evaluate executive management’s
performance, the effectiveness of its cooperation with the Board,
including the information provided to the Board.
X
https://www.brd.ro/en/corporate-
policies-and-commitments
B: RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.1. The Company should
have an adequate and
effective internal control
framework and an
enterprise risk
management framework,
taking into account its
strategy, size, complexity
of operations and risk
profile including potential
environmental and social
impact of its activities.
B.1., 1
The Board determines the nature and extent of the risks
the Company is
willing to take necessary for the achievement of Company’s
strategic
objectives (i.e., the Company’s risk
appetite) and should ensure there are
clear structures, policies and procedures in place that identify,
evaluate,
report, manage and monitor significant and emerging risks,
including
risks related to sustainability, cybersecurity
and the use of digital
technologies. The Board should explain in the annual report the
mechanisms and processes in place to identify and manage risks.
X
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.1. The Company should
have an adequate and
effective internal control
framework and an
enterprise risk
management framework,
taking into account its
strategy, size, complexity
of operations and risk
profile including potential
B.1., 2
The Board should adopt a formal risk management policy,
to ensure
accurate, complete and timely identification, measurement and
reporting
of risks, adequate and feasible risk control measures as
well as
integration of an E&S risks into the risk management framework
in
support of the Company’s strategy implementation.
X
environmental and social
impact of its activities.
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.1. The Company should
have an adequate and
effective internal control
framework and an
enterprise risk
management framework,
taking into account its
strategy, size, complexity
of operations and risk
profile including potential
environmental and social
impact of its activities.
B.1., 3
The Board and Audit Committee should understand emerging
information technology and artificial intelligence-related changes
so to
mitigate cybersecurity risks. Time should be
given to the AI risks and
opportunities and cybersecurity on Board agenda to ensure
understanding of cyber protection.
X
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.1. The Company should
have an adequate and
effective internal control
framework and an
enterprise risk
management framework,
taking into account its
strategy, size, complexity
of operations and risk
profile including potential
environmental and social
impact of its activities.
B.1., 4
The Company is recommended to establish a risk management
function
responsible for ensuring accurate, complete and timely identification
of
the risks, ensuring that adequate and feasible risk control measures
are in
place and monitoring the risk management procedures. The
risk
management function, through the Chief Risk Officer (CRO),
where
present, should have a direct communication and functional reporting
to
the Board and Audit Committee (if there is no separate Risk
Committee).
X
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.1. The Company should
have an adequate and
effective internal control
framework and an
enterprise risk
management framework,
taking into account its
strategy, size, complexity
of operations and risk
profile including potential
environmental and social
impact of its activities.
B.1., 5
The Board with the assistance from the Audit Committee should
at least
annually assess the adequacy and effectiveness of
Company’s risk
management and internal control framework (including operational
and
compliance controls) and make relevant recommendations.
The
assessment should consider the effectiveness and
scope of the internal
audit function, the adequacy of risk management and compliance,
internal control reports, if they are required by applicable legislation,
to
the Audit Committee, management’s responsiveness
and effectiveness in
dealing with identified internal control failings or weaknesses
and
submission of relevant reports to the Board.
X
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.1. The Company should
have an adequate and
effective internal control
framework and an
enterprise risk
management framework,
taking into account its
strategy, size, complexity
of operations and risk
profile including potential
environmental and social
impact of its activities.
B.1., 6
The Company should develop and make available on a free
of charge
basis on the Company’s website a
whistle-blowing mechanism which
would enable employees and stakeholders to make reports about
suspected breaches or wrongdoings as per the applicable legislation
in
place.
X
Corporate policies and commitments |
BRD.ro
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.2. The Audit Committee
should assist the Board
with ensuring the
integrity of financial and
non-financial reporting,
establishing an effective
risk management and
B.2., 1
In addition to its responsibilities mentioned in legislation and
elsewhere
in the Code, the Audit Committee should:
· Review the Company’s internal controls
and risk management
frameworks;
· Oversee the development and application of the Company’s
policies on
conflicts of interests and related party transactions;
· Ensure independence and review the effectiveness of
the Company’s
X
internal control
framework and
maintaining an
appropriate relationship
with the Company’s
external auditors.
internal audit function and make a recommendation to the Board;
· Oversee the internal audit function;
· Oversee the preparation of sustainability-related reports and
information included in them, unless this task is assigned
to another
committee;
· Oversee the framework for ensuring the Company’s
compliance with
applicable legal and regulatory requirements and internal regulations
of
the Company (like the procedures for reporting breaches of the
law or
the Company’s Code of Conduct), unless
this task is assigned to another
committee.
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.2. The Audit Committee
should assist the Board
with ensuring the
integrity of financial and
non-financial reporting,
establishing an effective
risk management and
internal control
framework and
maintaining an
appropriate relationship
with the Company’s
external auditors.
B.2., 2
Whenever the Code mentions reviews or analysis to be
exercised by the
Audit Committee, these should be followed by regular (at least
annual)
or ad-hoc reports to the Board.
X
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.2. The Audit Committee
should assist the Board
with ensuring the
integrity of financial and
non-financial reporting,
establishing an effective
risk management and
internal control
framework and
maintaining an
appropriate relationship
with the Company’s
external auditors.
B.2., 3
The Audit Committee should monitor the independence and objectivity
of the external auditor. The Committee
should approve a policy on the
provision of permitted non-audit services by the external auditor in line
with legal requirements and enforce implementation of that
policy.
Committee’s findings regarding the independence
of the external auditor
should be disclosed in the annual report.
X
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.2. The Audit Committee
should assist the Board
with ensuring the
integrity of financial and
non-financial reporting,
establishing an effective
risk management and
internal control
framework and
maintaining an
appropriate relationship
with the Company’s
external auditors.
B.2., 4
The Audit Committee should discuss the annual audit work plan with
the
external auditor covering the scope and materiality of the activities
to be
audited. The audit committee should meet the external auditor as
needed
to discuss issues identified and to monitor the quality of the services
provided.
X
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.3. The Board should
ensure the independence
of the internal audit
function. Company’s
internal audit function
should provide
independent and objective
assurance on the
B.3., 1
The Board should ensure that the internal audit has the authority,
resources and procedures adequate to assist the Board in ensuring
effectiveness and efficiency of the Company’s
risk management and
internal control framework.
X
effectiveness of risk
management framework
and internal control
framework.
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.3. The Board should
ensure the independence
of the internal audit
function. Company’s
internal audit function
should provide
independent and objective
assurance on the
effectiveness of risk
management framework
and internal control
framework.
B.3., 2
To ensure fulfillment of the core functions
of the internal audit function,
the head of the function should be appointed by and report functionally
directly to the Board via the Audit Committee, who shall
be tasked with
approving his/her appointment and dismissal. This
is without prejudice
to administrative reporting to the CEO and sharing information
with the
Company’s executive management, in
line with legal requirements and
professional standards.
X
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.3. The Board should
ensure the independence
of the internal audit
function. Company’s
internal audit function
should provide
independent and objective
assurance on the
effectiveness of risk
management framework
and internal control
framework.
B.3., 3
The internal audit function should be established in line with applicable
legal requirements and industry standards (e.g., Institute of Internal
Auditors). The internal audit authority,
composition, remuneration,
annual budget, working procedures and other relevant matters shall
be
regulated in separate internal audit’s internal
regulation approved by the
Board, following the recommendation of the Audit Committee.
X
B: RISK
MANAGEMEN
T AND
INTERNAL
CONTROL
FRAMEWORK
B.3. The Board should
ensure the independence
of the internal audit
function. Company’s
internal audit function
should provide
independent and objective
assurance on the
effectiveness of risk
management framework
and internal control
framework.
B.3., 4
The Audit Committee should agree an annual internal audit work
plan
with the internal auditor, receive internal audit
reports, updates on key
audit issues, monitor implementation of recommendations of the
internal
audit and provide necessary guidance.
X
C: PERFORMANCE, MOTIVATION
AND REWARD
C:
PERFORMAN
CE,
MOTIVATION
AND REWARD
C.1. Members of the
Board shall receive
remuneration
corresponding to the
volume and weight of
powers and their
responsibilities, rather
than the performance of
management or the
Company. The structure
and amount of director’s
remuneration should
enable the Company to
attract, retain and
motivate the competent
and qualified directors.
C.1., 1
Board members should receive remuneration, as
per the Remuneration
Policy of the Company. Members
who also serve on Board committees
should receive additional remuneration for this work. But in no
circumstances should the remuneration be linked to the number of board
or committee meetings.
X
Corporate policies and commitments |
BRD.ro
C:
PERFORMAN
CE,
MOTIVATION
AND REWARD
C.2. The Board shall
ensure there is a formal
and transparent policy
and procedure for
determining the
remuneration of executive
management that aligns
with the long-term
interests of the Company
and the Company’s
strategy. This policy shall
be presented, subject for
approval, to the GMS in
line with legal
requirements.
C.2., 1
The Board should determine the annual remuneration of the executive
management, based on the recommendations of the Nomination and
Remuneration Committee and in accordance with the Company’s
remuneration policy. The remuneration
policy should be prepared in
accordance with the relevant legal requirements.
X
C:
PERFORMAN
CE,
MOTIVATION
AND REWARD
C.2. The Board shall
ensure there is a formal
and transparent policy
and procedure for
determining the
remuneration of executive
management that aligns
with the long-term
interests of the Company
and the Company’s
strategy. This policy shall
be presented, subject for
approval, to the GMS in
line with legal
requirements.
C.2., 2
Levels of remuneration for executive management members and
key
performance indicators taken into account when determining variable
(performance-based) part of the remuneration should be set
in advance
and be measurable and appropriate in relation to the agreed strategy
and
risk appetite, the economic environment within which the Company
operates, and the pay and conditions of employees within the Company.
In particular, they should include indicators
related to non-financial
performance and appropriate sustainability objectives.
X
C:
PERFORMAN
CE,
MOTIVATION
AND REWARD
C.2. The Board shall
ensure there is a formal
and transparent policy
and procedure for
determining the
remuneration of executive
management that aligns
with the long-term
interests of the Company
and the Company’s
strategy. This policy shall
be presented, subject for
approval, to the GMS in
line with legal
requirements.
C.2., 3
Company’s shares and/or share purchase
options should represent a
significant part (e.g., not less than 10%) of the executive management
member’s total variable remuneration.
X
Corporate policies and commitments |
BRD.ro
D: DISCLOSURE AND INVESTOR RELATIONS
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and
sustainability reporting.
D.1., 1
The Company should make sure to provide accurate, complete
and
timely financial and operational information, including quarterly,
half-
yearly and annual reports, as well as current reports. Companies
should
ensure all relevant information is easily accessible to investors,
including
through the Company website and other public information sources,
as
the case may be.
X
https://www.brd.ro/despre-
brd/investitori-si-actionari/comunicare-
financiara/rezultate-financiare
https://www.brd.ro/despre-
brd/investitori-si-actionari/comunicare-
financiara/rapoarte-anuale
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and
sustainability reporting.
D.1., 2
The Company is recommended to have an Investor Relations (IR)
function and should appoint a dedicated person in charge
of IR function.
The contact details of the person or persons charged
of the IR function
shall be available on the Company’s website.
The IR function will report
directly to the CEO/CFO, underscoring its significance within
the
Company's hierarchy and emphasizing its central role in managing
and
communicating the Company’s capital
market engagements and status.
The Company should organise induction and regular training/courses,
if
needed, for the IR function, tailored to its specific needs and
responsibilities.
X
https://www.brd.ro/despre-brd/despre-
noi/contacte-si-retea/contacte-pentru-
investitori
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and
sustainability reporting.
D.1., 3
The Company should include on its corporate website a
dedicated
Investor Relations section, with all relevant information of interest
for
investors, available both in Romanian and English.
X
https://www.brd.ro/en/about-
brd/investors-and-shareholders
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and
sustainability reporting.
D.1., 3
The company should include on its Investor Relations section:
• Main corporate regulations: updated articles of association,
GMS
procedures, board’s internal regulation and
board committees’ internal
regulations.
X
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and
sustainability reporting.
D.1., 3
The company should include on its Investor Relations section:
• List of current members of the Board, Board’s
Committees and
executive management, providing an up-to-date information on
independence status , professional CVs (containing at least: name,
surname, gender, nationality,
age; work experience by year, position and
Company; studies, field of study and academic or professional institution
granting the diploma), other professional commitments, including
executive and non-executive Board positions in companies,
not-for-
profit institutions and state institutions; relationship with shareholders
holding at least 5% of the voting rights/shares issued by
the Company;
the duration of the appointment of the members of the Board,
the
Committees and the executive management, specifying the date
from
which they were appointed.
X
https://www.brd.ro/en/about-
brd/investors-and-shareholders
https://www.brd.ro/en/about-brd/about-
us/about-brd/management
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and
sustainability reporting.
D.1., 3
The company should include on its Investor Relations section:
• Current reports and periodic reports (quarterly,
semi-annual and annual
reports).
X
BRD.ro | Financial Results | Investors &
Shareholders
https://www.brd.ro/en/about-
brd/investors-and-
shareholders/financial-
information/current-reports
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
D.1., 3
The company should include on its Investor Relations section:•
Information related to GMS: the agenda, supporting materials and
the
decisions taken; procedure for running the GMS; the Nomination
Policy;
candidates’ professional CVs (containing at least: name, surname,
gender, nationality, age;
work experience by year, position and
Company; studies, field of study and academic or professional institution
granting the diploma), as well as any other information presented
at
X
https://www.brd.ro/en/about-brd/about-
us/about-brd/management
financial and
sustainability reporting.
A.3.3; communication channel(s) for shareholders to address
questions;
answers to shareholders’ questions related to the agenda;
declarations of
independence for board candidates and evaluations made by Nomination
and Remuneration Committee/Board for candidates, including their
compliance with independence criteria.
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and
sustainability reporting.
D.1., 3
The company should include on its Investor Relations section:
• Information on Board evaluation, made as per Provision A.5.7,
including evaluation criteria and process, as well as a summary
result of
the evaluation and actions that have been or will be undertaken as
a
result of the evaluation.
X
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and
sustainability reporting.
D.1., 3
The company should include on its Investor Relations section:
• Information on corporate events, such as payment of dividends
and
other distributions to shareholders, or other events leading to the
acquisition or limitation of rights of a shareholder,
including the
deadlines and principles applied to such operations. Such information
should be published within a timeframe that enables investors
to make
investment decisions.
X
BRD.ro | Dividends | Investors &
Shareholders
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and
sustainability reporting.
D.1., 3
The company should include on its Investor Relations section:
• Corporate policies, among which code of conduct, dividend policy,
remuneration policy, forecast policy,
policy for communication with
investors, the corporate social responsibility (CSR)/sponsorship
policy,
policy for related parties’ transactions, policy for diversity,
equity and
inclusion, and whistleblowing policy (if not already part of the
Code of
Conduct).
X
Corporate policies and commitments |
BRD.ro
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and
sustainability reporting.
D.1., 4
The Company should organise at least two meetings/conference
calls
with analysts and investors each year.
The information presented on
these occasions should be published in the IR section of the
Company
website at the time of the meetings/conference calls.
X
BRD.ro | Events Calendar 2021 |
Investors & Shareholders
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
financial and
sustainability reporting.
D.1., 5
The Company should disclose the material and reportable non-financial
and sustainability issues with emphasis on the disclosure
of
environmental, social and governance (ESG) issues
of its business and
operations in line with the recognized standard of sustainability
reporting. The Company’s sustainability statements
shall be disclosed on
its website.
X
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.1. The Company should
ensure adequate
communications with
shareholders, investors,
regulators and other
stakeholders and establish
adequate systems for
D.1., 6
The Company should have a CSR/sponsorship policy to guide the
activity in the area of supporting CSR activities and sponsorship.
X
financial and
sustainability reporting.
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.2. The Company should
ensure fair and equitable
treatment of all its
shareholders, as well as
availability of all needed
tools and information to
allow shareholders to
exercise their rights in
relation to the Company.
D.2., 1
The Company should have a dividend policy as a set of directions
the
Company intends to follow regarding the distribution of net profit.
X
Corporate policies and commitments |
BRD.ro
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.2. The Company should
ensure fair and equitable
treatment of all its
shareholders, as well as
availability of all needed
tools and information to
allow shareholders to
exercise their rights in
relation to the Company.
D.2., 2
The procedure for running the GMS should not restrict the participation
of shareholders in GMS and the exercise of their rights. Amendments
of
the procedure for running the GMS should take effect,
at the earliest, as
of the next GMS.
X
BRD.ro | Procedure on Organizing and
Running GSM | Investors &
Shareholders
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.2. The Company should
ensure fair and equitable
treatment of all its
shareholders, as well as
availability of all needed
tools and information to
allow shareholders to
exercise their rights in
relation to the Company.
D.2., 3
The external auditors should attend the shareholders’ meetings
where
their reports are presented, in order to respond to shareholders’
questions.
X
There are internal rules regarding CSR
and sponsorships, which are to be
published on the Bank’s institutional
website.
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.2. The Company should
ensure fair and equitable
treatment of all its
shareholders, as well as
availability of all needed
tools and information to
allow shareholders to
exercise their rights in
relation to the Company.
D.2., 4
The Board should present to the annual GMS a summary of the
assessment of the adequacy and effectiveness
of the risk management
and internal control framework, as per the related information included
in the annual report.
X
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.2. The Company should
ensure fair and equitable
treatment of all its
shareholders, as well as
availability of all needed
tools and information to
allow shareholders to
exercise their rights in
relation to the Company.
D.2., 5
The Company should stimulate engagement with shareholders and
investors by:
• Encouraging active shareholder participation in GMS, like ensuring
conditions for virtual participation.
• Holding regular briefings and updates for investors, especially
during
significant corporate events.
• Establishing channels for shareholders to provide feedback and
ask
questions, ensuring responses are timely and comprehensive.
X
D:
DISCLOSURE
AND
INVESTOR
RELATIONS
D.2. The Company should
ensure fair and equitable
treatment of all its
shareholders, as well as
availability of all needed
tools and information to
allow shareholders to
exercise their rights in
relation to the Company.
D.2., 6
Any professional, consultant, expert or financial analyst may
participate
in the shareholders’ meeting upon prior invitation from the Chairperson
of the Board. Accredited journalists may also participate in the
GMS,
unless the Chairperson decides otherwise.
X
E: SUSTAINABILITY AND
STAKEHOLDERS
E:
SUSTAINABIL
ITY AND
STAKEHOLDE
RS
E.1. The Company should
integrate sustainability
aspects in its strategy and
mitigate any material
negative environmental
and social impacts of its
operations, to the possible
extent.
E.1., 1
The Board should ensure that sustainability,
environmental and social
considerations are integrated in the Company’s
strategy and operations,
risk management and remuneration practices and shall
oversee this
integration. A specialised sustainability committee or one of the standing
committees of the Board shall assist the Board with these tasks.
X
ESG topics are integrated in BRD's
strategy, risk management and
recmunation practices. In 2025 BRD
monitored ESG topics through ESD
Steering Committes (quarterly).
E:
SUSTAINABIL
ITY AND
STAKEHOLDE
RS
E.1. The Company should
integrate sustainability
aspects in its strategy and
mitigate any material
negative environmental
and social impacts of its
operations, to the possible
extent.
E.1., 2
The Board should ensure that Company’s
operations run according to
the national and international E&S standards and Company’s
E&S
policies are consistent with its long-term objectives. In particular,
the
Company shall have internal acts relating to its responsibilities
for
environmental and social issues and policies and procedures
that enable
it to identify material factors and assess the impact on the Company’s
activities.
X
BRD has dedicated normatives for
identification and management of ESG
risk implemented at Bank level and
regularly updated
E:
SUSTAINABIL
ITY AND
STAKEHOLDE
RS
E.1. The Company should
integrate sustainability
aspects in its strategy and
mitigate any material
negative environmental
and social impacts of its
operations, to the possible
extent.
E.1., 3
Whenever a decision to be approved by the Board has potential
material
and negative E&S impact, the Board should receive from the executive
management (i) an analysis on how this decision is aligned with
the
Company’s sustainability objectives and
E&S policies or (ii) proposal of
the measures to mitigate negative E&S impacts.
X
For Lending activities, the
Dedicated
transactions for Board's approval
include ESG detalied analysis both on
Clients and transactions.
E:
SUSTAINABIL
ITY AND
STAKEHOLDE
RS
E.2. The Company should
have in place a process for
identifying the
stakeholders affected by
Company’s operations.
The Board should take
into consideration
stakeholders’ interests
and ensure there is active
communication between
the Company and its
stakeholders.
E.2., 1
The Board should ensure that there is a formal stakeholder identification
process for Company’s stakeholders including
investors, creditors,
clients, employees and suppliers, as well as targeted approaches
for
engaging with its priority stakeholders.
X
The BRD Group identifies and consults
stakeholders as part of the double
materiality analysis (DMA) process,
integrating their feedback into the
assessment of IROs. This process is to
be formalized through a workflow that
clearly defines roles, responsibilities,
and working steps
E:
SUSTAINABIL
ITY AND
STAKEHOLDE
RS
E.3. The Board should
adopt a Code of Conduct
with adequate scope
including guiding
principles which reflect
the Company’s
commitment to ethics,
integrity and quality of
performance.
E.3., 1
The Board should develop a purpose statement and a vision
statement as
well as articulate Company’s values,
so the entire organisation
understands the Company’s strategic direction.
X
BRD has a strategic direction, vision
and mission and they are regularly
communicated to entire organization.
E:
SUSTAINABIL
ITY AND
STAKEHOLDE
RS
E.3. The Board should
adopt a Code of Conduct
with adequate scope
including guiding
principles which reflect
the Company’s
commitment to ethics,
integrity and quality of
performance.
E.3., 2
The Board should adopt a Code of Conduct for Board members,
executive management and Company employees, with
clear provisions
aimed at preventing and sanctioning fraud and bribery.
The Board
should not permit any waiver of any ethics requirement by any
director,
executive manager or employee.
X
https://www.societegenerale.com/en/gro
up/compliance-risks/code-of-
conducthttps://www.brd.ro/_files/pdf/Gr
oup_Code_of_Conduct_Romanian.pdf
In addition, the ABC code includes
aspects regarding
whistleblowing/conflicts of interest,
with the secure WhistleB channel
available on the BRD website
https://report.whistleb.com/en/brd
E:
SUSTAINABIL
E.3. The Board should
adopt a Code of Conduct
E.3., 3
The Board should ensure that the Code of Conduct policies are
integrated into Company’s practices
and incorporated into the
X
ITY AND
STAKEHOLDE
RS
with adequate scope
including guiding
principles which reflect
the Company’s
commitment to ethics,
integrity and quality of
performance.
onboarding process for new hires. The Board should ensure the
efficient
implementation and monitoring of compliance with the
Code of Conduct
and periodically review it.