Committees under the Board of Directors

The Committee was established to improve the efficiency and quality of work of the Board of Directors of the Bank by making recommendations to the Board of Directors on establishing an effective system of control over the financial and economic activities of the Bank (including the completeness and accuracy of financial statements), compliance with the laws of the Republic of Kazakhstan, internal documents, as well as to prepare recommendations to the Board of Directors of the Bank on the development of priority areas of activity (development), and the functioning of an adequate system of control over the Bank’s financial and economic activities.

The Chair of the Committee, along with professional competencies, has organizational and leadership qualities, good communication skills for the effective organization of the activities of the Committee headed by him.

The Committee consists of Members of the Board of Directors of the Bank who have the necessary professional knowledge, competences and skills to serve on the Committee.

The Committee consists of one Member of the Board of Directors and two Independent Directors with experience in audit and/or accounting and financial reporting and/or risk management.

Composition of the Committee as of 1 January 2025

In 2024, 11 meetings of the Audit Committee of the Bank’s Board of Directors were organized and held. The Committee considered 56 agenda items, on which decisions were made in person.

The most important decisions taken by the Audit Committee of the Bank’s Board of Directors in the reporting period include preliminary approval of: audit reports, the Bank’s annual financial statements for 2023 and making recommendations to the Sole Shareholder on the distribution of net income for 2023, etc.

Reports of the Internal Audit Department were reviewed on a quarterly basis, HR issues of the Department and issues of bonus payment to its employees were solved.

The Committee was established to enhance the preparation of recommendations to the Board of Directors on the development of priority areas of activity (development), strategic goals (development strategy), corporate development issues, including issues on the development of measures to improve the Bank’s performance in the medium and long term, its profitability and sustainable development.

The Chair of the Committee, along with professional competencies, has organizational and leadership qualities, good communication skills for the effective organization of the activities of the Committee headed by him.

The Committee consists of Members of the Board of Directors of the Bank who have the necessary professional knowledge, competences and skills to serve on the Committee. The Committee composed of one member of the Board of Directors and two independent directors with experience in one of the following areas: development of information technologies; development and provision of banking services; risk management; budget planning.

Composition of the Committee as of 1 January 2025

In 2024, 10 meetings of the Strategic Planning and Corporate Development Committee of the Bank’s Board of Directors were organized and held. The Committee considered 34 agenda items, on which decisions were made in person.

The Strategy and Corporate Development Committee conducted a preliminary review of the following documents: the Bank’s Development Strategy for 2024–2033, the Bank’s Information Technology Development Strategy for 2024–2026, the Management Board’s report on the Bank’s performance results for 2023, the report on compliance/non-compliance with the principles and provisions of the Bank’s Corporate Governance Code for 2023, the report on the implementation of the Bank’s Development Plan for 2019–2023 for 2023, the Bank’s Annual Report for 2023 and Sustainability Report for 2023, and the report on the Bank’s Information Technology Development Strategy through 2023.

It was recommended to approve the adjusted the Annual Budget of Otbasy Bank JSC for 2023, the Bank Annual Budget Performance and Profitability Indicators Report.

It is recommended to approve amendments and supplements to the Bank’s Articles, Corporate Governance Code and Regulations on the Bank’s Branches.

The Committee was established to improve the efficiency and quality of work of the Board of Directors by means of in-depth development and monitoring of issues within the competence of the Board of Directors in the area of HR policy, appointment and remuneration system, as well as evaluation of the performance of the members of the Board of Directors of the Bank, members of the Management Board of the Bank, succession planning for the Chair and members of the Management Board and evaluation of the Corporate Secretary’s performance.

Composition of the Committee as of 1 January 2025

In 2024, 12 meetings of the Human Resources, Remuneration and Social Affairs Committee of the Bank’s Board of Directors were organized and held. The Committee considered 25 agenda items, on which decisions were made in person.

During the reporting period, the Human Resources, Remuneration and Social Affairs Committee of the Bank’s Board of Directors conducted a preliminary review of the following matters: the performance report on the key performance indicators (KPIs) of the Bank’s Management Board members for 2023; KPI scorecards and targets for 2025; the KPI scorecard of the Corporate Secretary; and matters related to the appointment and early termination of certain members of the Bank’s Management Board.

The Committee recommended amending the Rules on remuneration and bonuses, performance evaluation, and the provision of social support for employees of the Internal Audit Department, the Chief Compliance Officer and the Corporate Secretary. It also recommended introducing amendments to, and approval of, the organizational structure of the Bank.

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 Reports to be submitted by the Management Board to the Board of Directors were preliminarily approved and recommended for approval on a quarterly basis.

The Committee was established to improve the efficiency and quality of the work of the Bank’s Board of Directors by making recommendations to the Board of Directors on monitoring the reliability and effectiveness of the internal control and risk management system, on monitoring the independence of the Compliance Service, compliance with the laws of the Republic of Kazakhstan and internal documents, as well as to prepare recommendations to the Bank’s Board of Directors on the issues of prioritizing areas of activity (development) and functioning of an adequate risk management system in the Bank, improvement and strengthening of the risk management system.

Composition of the Committee as of 1 January 2025

In 2024, 10 meetings of the Risk Management and Internal Control Committee of the Bank’s Board of Directors were organized and held. The Committee considered 72 agenda items, on which decisions were made in person.

In the reporting period, the Risk Management and Internal Control Committee of the Bank’s Board of Directors preliminarily reviewed: the Bank’s risk management and internal control reports for 2023, the Bank’s business continuity management reports for 2023, KPI scorecards of the Chief Compliance Officer. The Committee pre-approved a number of the Bank’s internal documents and ensured their alignment with the requirements established by 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 approved by Resolution No. 188 dated 12 November 2019 of the Management Board of the National Bank of the Republic of Kazakhstan.

Reports on compliance risk control and compliance program (plan) implementation and other management reports in accordance with the List of Reports to be submitted by the Bank’s Management Board to the Board of Directors were pre-approved and recommended for approval on a quarterly basis.

Transactions with persons who have special relations with the Bank were pre-approved without providing preferential terms.