Evaluation of the Performance of the Board of Directors

The performance of the Board of Directors and its Committees is evaluated on an annual basis. At the same time, at least once every three years, the evaluation is carried out with the involvement of an independent professional company.

The Board of Directors may conduct the Evaluation:

• internally, in accordance with the laws of the Republic of Kazakhstan or internal documents;
• with the involvement of independent consultants, professional associations, or organizations that assign corporate governance ratings;
• using other methods.

In 2024, the performance evaluation of the Board of Directors, its Committees, and individual members was conducted internally. The results of the internal evaluation were approved at a closed meeting of the Board of Directors in April 2024.

The evaluation of the Board’s performance led to the following conclusions:

• The Board of Directors pays sufficient attention to its responsibilities and bases its decisions on achieving the Bank’s strategic goals and protecting the interests of the Bank and its Sole Shareholder;
• The Board of Directors possesses all necessary tools to exercise appropriate oversight of the Bank’s financial and operational activities;
• The Board regularly monitors and evaluates the progress of strategic objectives; however, the current composition of Board of Directors does not fully meet the Bank’s needs;
• The Board of Directors and the Executive Body pay appropriate attention to the key risks that could materially impact the Bank’s operations;
• The Board of Directors is provided with adequate time and information to make well-considered decisions regarding future goals, strategy, policies, and major investment projects;
• The Chair of the Board of Directors effectively leads the Board;
• The Chair of the Board of Directors performs oversight and strategic functions at a proper level;
• The Board of Directors should include a broader range of skills and qualifications, particularly in analytical abilities and knowledge of Kazakhstan laws;
• The meetings of the Board of Directors are not always held in accordance with the approved Activity Plan of the Bank’s Board of Directors;
• Reports presented during the Board of Directors’ meetings do not always provide sufficiently clear information to support informed decisions;
• Sufficient time is allocated for discussion of each agenda item during the Board of Directors’ meetings;
• Members of the Board of Directors dedicate adequate time to understanding the Bank’s operations and specifics in order to effectively fulfill their oversight functions.

Based on the results of the evaluation of the Board of Directors’ performance, the Members of the Board of Directors also highly appreciated the professional composition and performance of the Committees.