Corporate governance
Fields of activities
Corporate governance system
Openness of activities, compliance with international principles and practices in the field of corporate governance are the conditions for successful sustainable development of the Bank. Corporate governance covers the system of relations between the Bank's executive bodies, the Board of Directors, shareholders and other stakeholders.
In 2017, the General Meeting of Shareholders of the Bank approved the Code of Corporate Governance of Aiyl Bank OJSC. In 2024, the Code was updated in accordance with global practices and the Corporate Governance Code of the Kyrgyz Republic.
Principles of corporate governance
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The principle of sustainable increase in the value of shareholder capital in the long term.
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The principle of sustainable development implies the need to take into account financial, as well as environmental, social and governance aspects in decision-making.
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G20/OECD Principles of Corporate Governance (2015).
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OECD Guidelines on Corporate Governance for State-Owned Enterprises.
Management Bodies of the Bank
In their activities, the Bank's Management Bodies strictly adhere to the principle of respect for the rights and legitimate interests of the Bank's shareholder and are aimed at increasing the value of assets, improving the Bank's financial stability and profitability.
According to the Bank's Charter, the supreme management body of the Bank is the General Meeting of Shareholders.
The main documents regulating the activities and determining the powers of the General Meeting of Shareholders are the Law “On Joint Stock Companies”, regulations of the National Bank of the Kyrgyz Republic and the Charter of the Bank.
According to the Charter, the Board of Directors of the Bank represents all shareholders, performs strategic management of the Bank, determines the main principles and approaches to the organization of the risk management and internal control system in the Bank, controls the activities of the Management Board of the Bank, as well as implements other key functions established by the legislation of the Kyrgyz Republic.
The main documents regulating the activities and determining the powers of the Board of Directors are the Law “On Joint Stock Companies”, regulations of the National Bank, the Charter of the Bank, and the Regulations on the Board of Directors.
In order to ensure sound and effective decision-making, the Board of Directors of the Bank establishes committees. Currently, the following committees have been established under the Board of Directors of the Bank:
- Audit Committee
- Risk Management Committee
- Nomination and Remuneration Committee
The executive body of the Bank is the Management Board of the Bank.
The main documents regulating the activities and determining the powers of the executive bodies are the Law “On Banks and Banking Activities”, “On Joint Stock Companies”, regulations of the National Bank of the Kyrgyz Republic, the Charter of the Bank, and the Regulations on the Management Board.
The Board of Directors and the Management Board are responsible for compliance with the principles of corporate governance.
Corporate Secretary
The Bank provides for the position of a Corporate Secretary due to the following factors:
- increasing the scope of tasks to comply with the rules and procedures established by the legislation, as well as the Bank's internal documents, aimed at ensuring the rights and protecting the interests of shareholders;
- increase of the Bank's responsibility for non-compliance and violation of the norms of the current legislation and its internal documents;
- increase in the volume of tasks to support the work of the Board of Directors.
The Corporate Secretary has sufficient independence from the executive management of the Bank, reporting directly to the Board of Directors, which does not imply combining his/her tasks with other functions in the Bank. The Corporate Secretary is an officer of the Bank and has the experience, knowledge, qualifications necessary to perform his/her duties, impeccable reputation and enjoys the confidence of shareholders.
The Corporate Secretary is also an advisor to the Board on corporate governance issues: it is the Secretary who provides recommendations and assistance to the Chairman, members and committees of the Board of Directors, as well as to the Board as a whole in the performance of their functions.
Internal control and risk management bodies
In accordance with the requirements of the current legislation of the Kyrgyz Republic, the Bank organizes an internal control and risk management system, which is a set of bodies and areas of internal control and risk management, in order to achieve:
- efficiency and effectiveness of the Bank's activities, ensuring safety of assets, effective risk management;
- ensuring reliability, completeness, objectivity and timeliness of preparation and presentation of financial and other reports for stakeholders;
- compliance of the Bank's activities with the legislation and internal documents of the Bank.
The internal control bodies include:
- Compliance Control Department acting on the basis of the Bank's Charter, Regulations on the Compliance Control Department.
- Internal Audit Department acting on the basis of the Bank's Charter, Regulations on the Internal Audit Department
- Revision Department acting on the basis of the Regulations on the Revision Department.
- Other bodies, subdivisions and employees of the Bank performing functions within the internal control system in accordance with the Charter of the Bank (including the Chief Accountant of the Bank, an independent structural unit for anti-money laundering and countering financing of terrorism).
Risk management
Effective risk management is one of the key factors of the Bank's sustainable development and fulfillment of its strategic objectives. The Bank has a Risk Management Department, which performs risk management activities.
The main document regulating risk management in the Bank is the Risk Management Policy approved by the Board of Directors of the Bank.
Helpline and Helpline for Employees
In order to improve the quality of corporate governance and to provide stakeholders with an opportunity to freely send information to the Bank about corruption offenses committed by the Bank's employees, as well as to provide all employees of the Bank with an opportunity to bring to the attention of the Bank's governing bodies and managers reliable information about all violations of the legislation of the Kyrgyz Republic, cases of abuse, the Bank operates a "Helpline" and "Helpline for employees".
The Bank accepts claims from partners, counterparties and other (individuals and legal entities) about possible facts of corruption using an interactive channel of interaction with applicants through the "Helpline".
The Bank accepts appeals of the Bank's employees on possible facts of corruption using an interactive channel of interaction with applicants through the "Employee Helpline".
All reports of a corruption nature are received by the Security Service and the Compliance Control Department for further informing the Bank's Management Board and the Board of Directors.
The Bank guarantees non-disclosure of the employee's identity and information specified in the message.
Responsible departments of the Bank analyze incoming information on an ongoing basis and, if necessary, carry out verification measures.