The Board of Directors is the governing body of the Bank, exercising general management of its activities and control over the activities of the Management Board, with the exception of resolving issues assigned by the Law of the Republic of Kazakhstan "On Joint-Stock Companies" and/or the Charter of the Bank to the exclusive competence of the Sole Shareholder of the Bank, as well as strategic leadership and control over the implementation of sustainable development.

The Board of Directors carries out its activities in accordance with the Law of the Republic of Kazakhstan "On Joint-Stock Companies", other normative legal acts of the Republic of Kazakhstan, the Charter of the Bank, the Corporate Governance Code of the Bank, decisions of the Sole Shareholder, this Regulation, and other internal documents of the Bank. Decisions of the Board of Directors, adopted within its competence, are mandatory for execution by the Management Board, structural units, officials, and employees of the Bank.

The current composition of the Board of Directors of the Bank consists of individuals possessing the necessary qualifications, an impeccable business reputation, and experience, collectively sufficient for the general management of the Bank, in accordance with the chosen business model, the scale of activity, and the type and complexity of operations. The composition of the Board of Directors of the Bank and its powers are sufficient for the exercise of effective control.

Members of the Board of Directors of the Bank are oriented toward interaction, cooperation, and critical discussion in the process of decision-making. Members of the Board of Directors of the Bank conscientiously perform their duties and adopt decisions that minimize conflicts of interest.

The term of office of the Board of Directors is established by the Sole Shareholder of the Bank. The term of office of the members of the Board of Directors coincides with the term of office of the entire Board of Directors and expires at the moment the Sole Shareholder adopts a decision on electing a new composition of the Board of Directors. The Sole Shareholder has the right to terminate the powers of all or individual members of the Board of Directors ahead of schedule.

No person participates in decision-making related to their own appointment, election, and re-election.

When selecting candidates for the composition of the Board of Directors, the following are taken into consideration:

The quantitative composition of the Board of Directors is determined by the Sole Shareholder. The composition of the Board of Directors is established individually, taking into account the scale of activity, current tasks, development strategy and/or development plan, and financial capabilities.

According to the Corporate Governance Code of the Bank, the composition of the Board of Directors must be balanced, which implies a combination of members of the Board of Directors (representables of the Sole Shareholder, independent directors, the Chair of the Management Board) ensuring decision-making in the interests of the Bank and the economic development tasks set before it. Also, the recommended number of women in the composition of the Board of Directors of the Bank is at least thirty percent of the total number of members of the Board of Directors.

 

Informing the Board of Directors about Critically Important Issues

Informing the Board of Directors about the emergence of important financial and non-financial problems at the Bank is carried out through periodic reporting provided by units of the Bank (Internal Audit Department, Internal Control Department, Compliance Control Department, Treasury Department, Accounting Department, Planning and Strategic Analysis Department, Department for Credit and Financial Risks, Internal Control Department) for consideration by the Board of Directors of the Bank. This reporting allows tracking all indicators and the level of risks in the work of the Bank. Also, in accordance with the fifth paragraph of point 36 of chapter 4 of the Resolution of the Board of the National Bank of the Republic of Kazakhstan No. 188 dated November 12, 2019 "On Approving 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", the Head of Risk Management informs the Board of Directors of the Bank about the presence of material discrepancies between the opinion of the risk management unit and the decision of the Management Board of the Bank regarding the level of risks accepted by the Bank.

 

Chair of the Board of Directors

The Board of Directors of the Bank is headed by a chair. The Chair of the Board of Directors is elected in accordance with the Law of the Republic of Kazakhstan "On Joint-Stock Companies".

The Chair of the Board of Directors is responsible for the general leadership of the Board of Directors, ensures the full and effective realization by the Board of Directors of its main functions, and the building of a constructive dialogue between 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 also carries out other functions defined by the charter of the Bank.

 

Requirements for Independent Directors

A candidate for election as an independent director to the Board of Directors must:

-     meet the definition of an independent director in accordance with the Law of the Republic of Kazakhstan "On Joint-Stock Companies".

-     possess general information about key issues characteristic of an organization similar in scope and nature of activity to the Bank, possess international experience in a similar industry/sector and professional experience of at least 2 (two) years preceding the nomination, and also demonstrate an understanding of legislative requirements regarding the Bank, as well as the competitive environment in national and international markets.

-     be able to analyze and objectively evaluate provided information and formulate an independent position on issues based on the principles of legality, fairness, and equal treatment toward all shareholders. Possess the ability to express their own opinion and reasonably defend their point of view.

-     know the principles of corporate governance and sustainable development.

-     have an impeccable reputation/positive achievements in the business and (or) industry environment. Facts of committing a crime in the sphere of economic activity, as well as administrative offenses in entrepreneurial activity, must be absent from the biography of the candidate.

-     possess time sufficient for participation in the work of the Board of Directors not only during meetings of the Board of Directors, but also for proper study of materials for meetings of the Board of Directors.

-     not be a member of more than 4 (four) Boards of Directors of other companies.

-      annually carry out the procedure for confirming independence and inform the company in case of losing the status of an independent director.