In the Bank, 4 Committees of the Board of Directors operate:

Audit Committee

The Committee was established with the aim of increasing the efficiency and quality of work of the Board of Directors of the Bank by means of preparing recommendations to the Board of Directors on establishing an effective system of control over the financial and economic activities of the Bank, issues of internal and external audit, including for the completeness and reliability of financial statements, and compliance with the legislation of the Republic of Kazakhstan and internal documents.

The Chair of the Committee, along with professional competencies, possesses organizational and leadership qualities, and good communication skills for the effective organization of the activity of the Committee headed by them.

The Committee consists of members of the Board of Directors of the Bank possessing the necessary professional knowledge, competencies, and skills for work in the Committee.

The composition of the Committee includes one member of the Board of Directors – a representative of the Sole Shareholder and two independent directors having work experience in the field of audit and (or) accounting and financial reporting and (or) risk management.

 

Composition of the Committee as of January 1, 2026

 

In 2025, 11 meetings of the Audit Committee of the Board of Directors of the Bank were organized and held. 55 issues were reviewed, on which decisions were adopted in person.

As the most important decisions adopted by the Audit Committee of the Board of Directors of the Bank in the reporting period, the preliminary approval of the following is noted: audit reports and the annual financial statements of the Bank for 2024.

On a quarterly basis, the reports of the Internal Audit Department were reviewed, personnel issues of the Internal Audit Department and issues of bonuses for its employees were resolved.

 

Strategic Planning and Corporate Development Committee

The Committee was established to enhance the preparation of recommendations to the Board of Directors on issues of developing priority lines of the Bank's activity and its development strategy, including issues on the development and updating of the development plan/development strategy and monitoring its execution, setting and monitoring KPIs established in the development plan and/or development strategy, and identifying key risks, preliminary approval of the strategy in the field of sustainable development of the bank, as well as other measures contributing to increasing the efficiency of the Bank's activity, its long-term value, and sustainable development.

The Chair of the Committee, along with professional competencies, possesses organizational and leadership qualities, and good communication skills for the effective organization of the activity of the Committee headed by them.

The Committee consists of members of the Board of Directors of the Bank possessing the necessary professional knowledge, competencies, and skills for work in the Committee. The composition of the Committee includes one member of the Board of Directors and two independent directors having work experience in one of the following fields: development of information technologies; development and provision of banking services; risk management; budget planning.

 

Composition of the Committee as of January 1, 2026

In 2025, 15 meetings of the Strategic Planning and Corporate Development Committee of the Board of Directors of the Bank were organized and held. 44 issues were reviewed in person, on which corresponding decisions were adopted.

The Strategic Planning and Corporate Development Committee preliminarily reviewed: the Development Strategy of the Bank for 2024-2033, the Information Technology Development Strategy of the Bank for 2024-2026, the report of the Management Board on the performance results of the Bank for 2024, the report on compliance/non-compliance with the principles and provisions of the Corporate Governance Code of the Bank for 2024, the Annual Report for 2024 and the Sustainable Development Report of the Bank for 2024, as well as the report on the Information Technology Development Strategy of the Bank until 2024, the adjusted development plan of JSC "Otbasy bank" House Construction Savings Bank" for 2024–2028 (in terms of indicators for 2025-2028), and the adjusted annual budget of JSC "Otbasy bank" House Construction Savings Bank" for 2025.

Based on the results of the review, the Committee recommended for approval: the adjusted annual budget of JSC "Otbasy bank" House Construction Savings Bank" for 2024, the report on the execution of the annual budget and profitability indicators of the Bank, as well as amendments and additions to the Charter, the Corporate Governance Code of the Bank, the General Terms and Conditions for Conducting Operations, and the Regulation on the Branches of the Bank.

 

Personnel, Remuneration, and Social Issues Committee

The Committee was established to increase the efficiency and quality of work of the Board of Directors through an in-depth elaboration and monitoring of issues relating to the competence of the Board of Directors in the field of personnel policy, the system of appointments and remunerations, as well as evaluating the performance as a whole and individually of the members of the Board of Directors of the Bank, members of the Management Board of the Bank, planning the succession of the Chair and members of the Management Board, and evaluating the activity of the Corporate Secretary.

Composition of the Committee as of January 1, 2026

In 2025, 12 meetings of the Personnel, Remuneration, and Social Issues Committee of the Board of Directors of the Bank were organized and held. 21 issues were reviewed in person, on which corresponding decisions were adopted.

The Personnel, Remuneration, and Social Issues Committee of the Board of Directors of the Bank in the reporting period preliminarily reviewed: the report on the execution of key performance indicators of the members of the Management Board of the Bank for 2024, maps of key performance indicators and their target values for 2026, reviewed the organizational structure of the Bank, KPI maps of the Corporate Secretary, and the election and ahead-of-schedule termination of powers of the Corporate Secretary.

On a quarterly basis, reports on the work of the Board of Directors, its committees, and the corporate secretary, as well as management reports in accordance with the List of reporting provided by the Management Board of the Bank to the Board of Directors, were preliminarily approved.

 

Risk and Internal Control Committee

The Committee was established with the aim of increasing the efficiency and quality of work of the Board of Directors of the Bank by means of preparing recommendations to the Board of Directors on monitoring the reliability and efficiency of the internal control and risk management system, on controlling the independence of the Compliance Service, compliance with the legislation of the Republic of Kazakhstan and internal documents, analysis of the quality of the credit portfolio, preliminary approval of risk appetites, risk tolerance, methodologies for determining and calculating acceptable risk levels, and also for preparing recommendations to the Board of Directors of the Bank on the issues of functioning of an adequate risk management system in the Bank, and improving and strengthening the risk management system.

 

Composition of the Committee as of January 1, 2026

In 2025, 13 meetings of the Risk and Internal Control Committee of the Board of Directors of the Bank were organized and held. 70 issues were reviewed in person, on which corresponding decisions were adopted.

The Risk and Internal Control Committee of the Board of Directors of the Bank in the reporting period preliminarily reviewed: reports on risks and internal control of the Bank for 2024, reports on business continuity management in the Bank for 2024, and KPI maps of the chief compliance officer. A number of internal documents of the Bank were preliminarily approved and brought into compliance with the requirements established by the Rules for Forming a Risk Management and Internal Control System for Second-Tier Banks, Branches of Non-Resident Banks of the Republic of Kazakhstan, approved by the Resolution of the Board of the National Bank of the Republic of Kazakhstan No. 188 dated November 12, 2019.

On a quarterly basis, reports on compliance risk control and on the execution of the compliance program (plan) and other management reports in accordance with the List of reporting provided by the Management Board of the Bank to the Board of Directors were preliminarily approved and recommended for approval.

Transactions with persons related to the Bank by special relations without providing preferential conditions were preliminarily approved.

 

 The work of the Committees is presented in the table below.

Information on the attendance of meetings (in-person and absentee) by members of the Committees under the Board of Directors of the Bank for 2025

For 2025, 100% participation of the members of the Board of Directors in in-person meetings and meetings in the format of absentee voting of the Board of Directors of the Bank was noted (except for cases of absence for a valid reason). In case of the impossibility of physical presence of any of the members of the Board of Directors at an in-person meeting, the opinion on the agenda issues was expressed according to the procedure before the start of the meeting in writing, or the member of the Board of Directors participated in the meeting by means of telephone communication.

Ensuring the activity of the Board of Directors of the Bank, compliance by the Bank with procedural requirements guaranteeing the realization of the rights and interests of the shareholder, storage, disclosure, and provision of information about the Bank is carried out by the corporate secretariat.