Board of Directors
The Board of Directors is the Bank’s governance body exercising general management of the Bank’s activities and control over the Management Board, except for issues referred by the Stock Companies Act of the Republic of Kazakhstan and/or the Bank’s Articles to the exclusive competence of the Bank’s Sole Shareholder, as well as strategic management and control over the implementation of sustainable development.
The Board of Directors operates in accordance with the Stock Companies Act of the Republic of Kazakhstan, other laws and regulations of the Republic of Kazakhstan, the Bank’s Articles, the Bank’s Corporate Governance Code, the Sole Shareholder’s resolutions, these Regulations, and other internal documents of the Bank. Resolutions of the Board of Directors adopted within its competence are binding on the Management Board, structural divisions, officers and employees of the Bank.
Members of the Board of Directors of the Bank are elected by the Sole Shareholder with subsequent approval, if necessary, of candidacies with the Agency for Regulation and Development of the Financial Market of the Republic of Kazakhstan as provided for by the laws of the Republic of Kazakhstan and the Bank’s Articles.
The Board of Directors of the Bank consists of representatives of the Sole Shareholder, Independent Directors and the Chair of the Management Board of the Bank.
Selection for the position of Independent Director of the Bank is carried out on a competitive basis for a term not exceeding three years (subsequently, subject to satisfactory results of their performance evaluation, re-election may be carried out for up to three years) in accordance with the Regulations on the Board of Directors of the Bank.
When selecting candidates to the Board of Directors, the following criteria are considered:
- experience in management positions;
- experience as a member of the Board of Directors;
- length of service;
- education and specialization, including possession of international certifications;
- competences/management experience of at least 2 years in areas and industries (industries may vary depending on the asset portfolio);
- business reputation;
- presence of direct or potential conflicts of interest;
- availability of professional certification of the director ‘Certified Director’ (for Independent Directors).
The Board of Directors is informed about the occurrence of important financial and non-financial problems of the Bank through periodic reporting submitted by the Bank’s units (Internal Audit Department, Internal Control Department, Compliance Control Department, Treasury Department, Accounting Department, Planning and Strategic Analysis Department) to the Board of Directors of the Bank. The list and deadlines of reporting are approved by the resolution of the Board of Directors of the Bank, which allows monitoring all performance indicators and the level of risks in the Bank’s operations. Additionally, in accordance with the fifth paragraph of Clause 36 of Chapter 4 of Resolution No. 188 dated 12 November 2019 of the Management Board of the National Bank of the Republic of Kazakhstan “On Approval of the Rules for Formation of Risk Management and Internal Control System for Second-Tier Banks, and Branches of Non-Resident Banks of the Republic of Kazakhstan”, the Chief Risk Manager informs the Board of Directors of the Bank if there are significant discrepancies between the opinion of the Risk Management Division and the opinion of the Management Board of the Bank regarding the level of risks accepted by the Bank.
In 2024, the Board of Directors was not notified of critical indicators in the Bank’s performance through periodic reporting by the Bank’s units.
The Board of Directors of the Bank is headed by the Chair. The Chair of the Board of Directors is elected in accordance with the Joint Stock Companies Act of the Republic of Kazakhstan.
The Chair of the Board of Directors is responsible for the general management of the Board of Directors, ensures full and effective implementation by the Board of Directors of its main functions and building a constructive dialogue between the members of the Board of Directors, the Sole Shareholder and the Management Board of the Bank.
The Chair of the Board of Directors organizes the work of the Board of Directors, conducts its meetings and performs other functions as determined by the Bank’s Articles.
To be elected as Independent Director to the Board of Directors, a candidate must:
- meet the definition of an Independent Director in accordance with the Joint Stock Companies Act of the Republic of Kazakhstan.
- have a general knowledge of key issues specific to an organization similar in scope and nature to the Bank, have international experience in a similar industry/sector and professional experience of at least 2 (two) years prior to nomination, and demonstrate an understanding of the legal requirements in relation to the Bank as well as the competitive environment in the national and international markets.
- be able to analyze and objectively assess the information provided and develop an independent position on the issue based on the principles of legality, fairness and equal treatment of all shareholders. Possess the ability to express his/her own opinion and defend his/her point of view in a reasoned manner.
- be familiar with the principles of corporate governance and sustainability.
- have an impeccable reputation/positive track record in the business and/or industry environment. The candidate’s biography should be free of economic crimes and administrative offences in business activities.
- have sufficient time to participate in the work of the Board of Directors, not only during Board meetings, but also to properly review materials for Board meetings.
- not be a member of more than four (4) Boards of Directors of other companies.
- carry out an annual independence confirmation procedure and inform the company if he/she loses the status of Independent Director.