Branch subsidiary of JSC "Baiterek National Management Holding"

"NMH" Baiterek" JSC announces a competition to fill the vacancies of 3 (three) Independent Directors of Otbasy Bank JSC

27 January 2022

"NMH" Baiterek" JSC announces a competition to fill the vacancies of 3 (three) Independent Directors of Otbasy Bank JSC (hereinafter - the Company):

The name of the vacant position: Independent Director

The name of the structural division: Board of Directors of Otbasy Bank JSC

General requirements for independent directors

1. A candidate for election as an independent director to the board of directors must:

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

1.2. Possess general information on key issues specific to an organization similar in scope and nature of the Company's activities, possess international experience in a similar industry / sector and professional experience of at least 5 years prior to nomination, and demonstrate understanding of:

1) legal requirements in relation to the Company;

2) a competitive environment in the national and international markets.

1.3. Be able to analyze and objectively evaluate the information provided and develop an independent position on the issue based on the principles of legality, fairness and equal treatment of all shareholders. Have the ability to express his/her own opinion and reasonably defend his/her point of view.

1.4. Know the principles of corporate governance and sustainable development.

1.5. Have an impeccable reputation / positive track record in the business and / or industry environment. The biography of the candidate must contain no facts of committing a crime in the field of economic activity, as well as administrative offenses in business.

1.6. Have enough time to participate in the work of the board of directors not only during meetings of the Board of Directors, but also to properly study materials for meetings of the Board of Directors.

1.7. Not be a member of more than 3 (three) boards of directors of other companies.

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

A person cannot be elected to the board of directors:

1) who is a participant, head of an executive body, a member of a management body or an employee of a legal entity competing with the Bank;

2) who has previously committed a corruption crime;

3) has a conviction that has not been canceled or has not been removed in accordance with the procedure established by the legislation of the Republic of Kazakhstan;

4) who previously was the chairman of the board of directors, the first head of the executive body, the deputy first head, the chief accountant of another legal entity, in the period not more than one year before the decision on compulsory liquidation or compulsory redemption of shares or conservation of another legal entity declared bankrupt, according to established procedure. This requirement applies for five years after the date of the decision on the compulsory liquidation or compulsory redemption of shares or the conservation of another legal entity declared bankrupt in accordance with the established procedure.

5) who is a member of the board of directors of 3 (three) or more companies.

 Special requirements:

Special requirements for candidates for the position of independent directors - specialists in the field of finance, audit and control.

Higher education in economics and (or) finance, additional education / professional certification in financial management / financial analysis / accounting / taxation / audit / risk management.

Work experience in the specialty for at least 7 years.

Executive work experience of at least 3 years in governing bodies or executive bodies of financial organizations / holding structures / government bodies / international financial organizations / in the field of regulation of financial services and (or) work experience in governing bodies / executive bodies / as a leader / partner.

Special requirements for candidates for the position of independent directors -specialists in the field of strategic management.

Higher education in economics or finance and (or) higher technical education, additional education / professional certification in strategic management, financial management / audit /risk management.

Work experience in the specialty for at least 5 years.

Work experience of at least 5 years in governing bodies or executive bodies of financial organizations / holding structures / government bodies / international financial organizations / inthe field of regulation of financial services and (or) work experience in governing bodies /executive bodies / as a leader / partner in organizations for provision of strategic management services.

Special requirements for candidates for the position of independent directors - specialists in the field of remuneration / social issues / corporate culture.

Higher education and (or) the degree of "Master of Business Administration" / "Doctor of Philosophy" and (or) additional education in the management field. Possess knowledge of human resource management / social development theory.

At least 3 (three) years of work experience in management bodies or executive bodies in holding structures/national companies and (or) experience in management bodies/executive bodies and (or) as a manager/partner in companies specializing in business or HR consulting, and (or) experience as an HR director / manager supervising the structural unit for HR / legal due diligence / corporate conflict resolution in Kazakhstani and international companies with an annual turnover of at least 20 million US dollars.

Have at least 5 years of experience in management positions / in the field of working with top and middle management personnel.

Special requirements for candidates for the position of independent directors - specialists in the field of risk management.

Higher education in economics and/or finance, additional education/professional certification in risk management/financial analysis/accounting/taxation/audit.

At least 3 years of work experience in management bodies or executive bodies in holding structures/national companies and (or) experience in management bodies/executive bodies and (or) as a manager/partner in companies specializing in risk management or consulting, and (or) experience as a director/manager in charge of a risk management structural unit.

Personal and business competencies required for the performance of duties:

1. Motivation (intrinsic value of "giving" and willingness to volunteer)
2. Professional competence within the framework of the Company's activities
3. Key competencies: ethics, teamwork, responsibility, strategic vision, active participation                                

Working conditions:

Form of employment: contract

Candidates willing to take part in the competition to fill the vacancy of an independent director should send the following documents to A.Urazova@baiterek.gov.kz by February 10, 2022 (inclusively) with the note "Independent Director for Otbasy Bank" JSC:

1) application of the candidate for participation in the competitive selection according to the attached sample;
2) a copy of the candidate's identity document;
3) information about the candidate according to the attached form.

Statement of consent

Information about the candidate

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