Board of Directors

The composition of the Board of Directors of the Bank is formed from individuals nominated (recommended) for election as representatives of the Sole Shareholder, as well as individuals not nominated (not recommended) as representatives of the Sole Shareholder.

The composition of the Board of Directors and its committees must ensure a balance of skills, experience, and knowledge among its members, taking into account the industry specifics of the Bank’s activities, the scale of operations, and the matters addressed by the Board’s committees. This enables the Board to make independent, objective, and effective decisions in the best interest of the Bank and the Sole Shareholder.

The current composition of the Board of Directors includes individuals with the necessary qualifications, impeccable professional reputation, and experience, collectively sufficient to provide overall governance of the Bank in line with its chosen business model, operational scale, types, and complexity of transactions. The composition and authority of the Board of Directors are adequate for effective oversight.

Members of the Board of Directors are committed to collaboration, open dialogue, and critical discussion in the decision-making process. They act in good faith, fulfill their responsibilities with due diligence, and work to minimize conflicts of interest.

The term of office of the Board of Directors is established by the Sole Shareholder. 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 time of the Sole Shareholder’s decision to elect a new Board of Directors. The Sole Shareholder has the right to terminate the powers of all or individual members of the Board of Directors before the end of the term.

No person may participate in decisions related to their own appointment, election, or re-election.

When selecting candidates to the Board of Directors, the following criteria are considered:

1. experience in management positions;
2. experience as a member of the Board of Directors;
3. length of service;
4. education and specialization, including possession of international certifications;
5. competency in relevant sectors and areas (which may vary depending on the asset portfolio);
6. business reputation;
7. presence of direct or potential conflicts of interest.

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

According to the Bank’s Corporate Governance Code, the composition of the Board of Directors should be balanced, which means a combination of members of the Board of Directors (representatives of the Sole Shareholder, independent directors, and the Chair of the Management Board), ensuring decision-making in the interests of the Bank and its economic development objectives. Additionally, it is recommended that women comprise no less than thirty percent of the total number of members of the Board of Directors.

The Board of Directors is informed about the occurrence of important financial and non-financial problems of the Bank through periodic reporting submitted by the Bank’s units (Internal Audit Department, Internal Control Department, Compliance Control Department, Treasury Department, Accounting Department, Planning and Strategic Analysis Department) to the Board of Directors of the Bank. The list and deadlines of reporting are approved by the resolution of the Board of Directors of the Bank, which allows monitoring all performance indicators and the level of risks in the Bank’s operations. Additionally, in accordance with the fifth paragraph of Clause 36 of Chapter 4 of Resolution No. 188 dated 12 November 2019 of the Management Board of the National Bank of the Republic of Kazakhstan “On Approval of 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”, the Chief Risk Manager informs the Board of Directors of the Bank if there are significant discrepancies between the opinion of the Risk Management Division and the opinion of the Management Board of the Bank regarding the level of risks accepted by the Bank.