Corporate Governance System

The Bank views corporate governance as a tool to enhance operational efficiency, ensure transparency and accountability, strengthen its reputation, and reduce capital raising costs. It also sees it as a contribution to the rule of law in the Republic of Kazakhstan and a key factor in defining the Bank’s role in the modern economy and society as a whole.

The corporate governance system of the Bank is based on principles of fairness, integrity, responsibility, transparency, professionalism, and competence. An effective governance structure ensures respect for the rights and interests of all stakeholders and supports the Bank’s success, including value growth, financial stability, and profitability.

The relations between the participants in the Bank’s corporate governance system are regulated by the Corporate Governance Code approved by the decision of the Bank’s Sole Shareholder dated 12.01.2018 (Minutes No. 01/18) and other internal documents of the Bank developed on the basis of international practice. The Bank’s governance structure complies with national legislation and defines the distribution of powers among the governing bodies.

In accordance with the Bank’s Corporate Governance Code, the key principles of corporate governance include:

1. the principle of power separation;
2. the principle of protection of rights and interests of the sole shareholder of the Bank as provided for in accordance with the civil and banking laws of the Republic of Kazakhstan, the joint stock companies laws of the Republic of Kazakhstan, and support for the enforcement of these rights and interests;
3. the principle of effective management of the Bank by the Board of Directors and the Management Board;
4. the principle of sustainable development;
5. the principle of risk management, internal control, and internal audit;
6. the principle of regulating corporate conflicts and conflicts of interest;
7. the principles of ensuring timely and reliable disclosure of information concerning the Bank’s activities in accordance with the banking laws of the Republic of Kazakhstan, the laws of the Republic of Kazakhstan concerning the state regulation, control and supervision of the financial market and financial organizations, the laws of the Republic of Kazakhstan concerning the currency regulation and currency control, payments and payment systems, securities market, laws on anti-money laundering and counter-terrorism financing, and laws on joint stock companies.
8. the principle of compliance with the scale and nature of the Bank’s operations, its structure, risk profile, and the Bank’s business model.
9. the principle of access of the members of the Bank’s Board of Directors to complete, relevant and timely information on the Bank’s activities in order to fulfil their duties.

The corporate governance system is assessed by the Bank’s Internal Audit Department periodically, at least once every three years, in accordance with the requirements of the Rules on Organization of Internal Audit approved by the resolution of the Bank’s Board of Directors.

According to paragraph 3 of Article 182 of the State Property Act of the Republic of Kazakhstan, an independent assessment of corporate governance should be carried out at least once every three years by state-controlled joint-stock companies (except for the National Welfare Fund). In 2024, an external evaluation of the Bank’s corporate governance was conducted in accordance with the criteria set out in the Corporate Governance Evaluation Methodology of Otbasy Bank JSC. According to the results, the level of compliance was also evaluated at a fairly high level – 95.4 % (corresponding to an “adequate” rating).