Corporate Governance

In its daily activity the Bank aspires to adhere to the highest standards of corporate governance and continuously works on improvements in this area in accordance with the best international corporate governance practices.

 

According to the Code of Corporate Governance of the Development Bank of Kazakhstan, the corporate governance system in the Bank is built on the principles of:
- protection of the rights and interests of the shareholders;
- efficient management of the Bank by the Board of Directors and the executive body;
- transparency and accuracy of the information disclosure;
- lawfulness and ethics;
- effective human resources management;
- environment protection;
- regulations of corporate conflicts.

Alongside with the unconditional priority of the observance of the rights and interests of the shareholders, the system of corporate governance in the Bank provides protection of the rights and interests of clients, investors, general public, and all the stakeholders of the Bank.

The sole shareholder of the Bank is SAMRUK-KAZYNA National Wealth Fund.

One of the main goals of the Fund is implementation of effective corporate governance practices and their constant improvement in member-companies of the holding.

The shareholder of the Bank has set the following goals in the process of implementing the best corporate governance practices in its group:

1. Enhancement of the strategic planning, monitoring and internal control systems
2. Control over the regular information disclosure and transparency
3. Formalization of the co-operation with the sole shareholder
4. Improvement of the performance of the Internal Audit Divisions
5. Establishment of the effective risk management systems
6. Enhancement of human resource management
7. Introduction of the corporate social responsibility principles.

In 2007 the Bank started shifting to the principles of financial risk management and organization of internal control systems in accordance with the Basel Committee requirements, and the requirements of the Agency of the Republic of Kazakhstan on Regulation and Supervision of Financial Markets and Financial Organizations.

Since June 2009, functions of the executive body of the Bank have been performed by a collective body, Management Board of the Bank.

The Board of Directors of the Bank ensures protection of the shareholder’s rights and interests , and achievement of the Bank’s objectives. Following the universally accepted corporate governance principles, three members of the Board of Directors of the Bank are independent directors, assigned by the sole shareholder, SAMRUK-KAZYNA National Wealth Fund.

Three Board Committees have been established in the Bank – Risk Management Committee, Audit Committee, and Nomination and Remuneration Committee – to assist the Board of Directors through conducting a detailed analysis of a certain areas of the Bank’s activity and offering consultations to the Board.

In order to assist the Board in performing its duties and to executing control over performance of the procedures guaranteeing protection of the rights and interests of the shareholders, the Corporate Secretary Service has been established in the Bank. Contacts – Dinara Omarova, +7(7172)792644.

The Bank has set up an effective systems of external and internal control, which is realized by regular audit of the Bank’s financial statements, risk management and internal control systems carried out by independent auditing companies and rating agencies.

In order to maintain maximum transparency and ensure validity of the decisions made by the management, the Bank adheres to the policy of improving the availability and quality of the information on the Bank’s performance and regularly publishes it on the Bank’s corporate web-site and in mass media.

All the abovementioned can be evidenced by the fact that in 2007 the Bank was recognized as «The Leading Bank in Corporate Governance in Emerging Europe» by a prestigious international financial edition EUROMONEY. The experts of the magazine emphasized the effectiveness of the co-operation between the shareholder organization, Board of Directors and the management of the Bank, maintenance of conformity of the corporate activity of the Bank with reliable bank management practices and the legislation of the country.

Audit Committee

Audit Committee has been established to assist the Board of Directors in performing its functions on executing control over financial and operational performance of the Bank, ensuring existence of an adequate internal control and risk management systems, aiding in strengthening internal and external audit.

Committee composition:
1. Ulf Wokurka – chairman of the Committee
2. Jacek Brzezinski – member of the Committee
3. Өтемұрат Берік Мұстайұлы  – member of the Committee
4. Erzhanov R. – secretary of the Committee

Risk Management Committee

Main purpose of the Risk Management Committee is to assist the Board of Directors in executing control over effectiveness of the risk management system in the Bank, as well as enhancement of the system of risk management and analysis in the Bank.

Committee composition:
1. Ulf Wokurka– chairman of the Committee
2. Jacek Brzezinski – member of the Committee
3. Kamila Hairova – member of the Committee
4. Mirzhan Karakulov– secretary of the Committee

Nomination and Remuneration Committee

Nomination and Remuneration Committee has been established to make recommendations to the Board of Directors regarding human resource management and motivation policy, examination of issues of nomination and remuneration pertaining to the competence of the Board of Directors.

Committee composition:
1. Jacek Brzezinski – chairman of the Committee
2. Ulf Wokurka – member of the Committee
3. Gali Iskaliev – member of the Committee
4. Aygul Abdambayeva – secretary of the Committee.

Code of Corporate Governance
Board of Directors Regulation
Audit Committee Regulation
Risk Management Committee Regulation
Nomination and Remuneration Committee Regulation
Internal Audit Service Regulation
Corporate Secretary Regulation