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Collegial and consultative bodies

General Meeting of Shareholders. The general meeting of Shareholders (the "General Meeting of Shareholders") shall constitute the highest management body of the Bank. Annual general meeting of shareholders (“Annual General Meeting of Shareholders”) is held not later than in six months after end of financial year.

Counting Commission/Returning Board. In order to count the number of votes, register Shareholders for the participation in the General Meeting of Shareholders and distribute ballots for voting, the Supervisory Board shall form the Counting Commission, the personnel and number of which shall be approved by the General Meeting of Shareholders. The Counting Commission shall determine the existence of a quorum of the General Meeting of Shareholders, clarify issues related to the exercise of the right to vote by Shareholders (their representatives) at the General Meeting of Shareholders, explain the voting procedure on issues put forward at the voting, ensure the established voting procedure and the rights of Shareholders to vote, count the number of votes and summarize the voting, draw up minutes on voting results and submit ballots for voting to the Archive. The General Meeting of Shareholders shall approve members of the Counting Commission according to the proposal of the Supervisory Board. The number of the Counting Commission members shall not be less than 3 persons. Members of the Supervisory Board, members of the Revision Commission and members of the Board including the Chairman of the Board cannot be included in the Counting Commission.

Supervisory Board of the Bank. The Supervisory Board of the Bank (the “Supervisory Board”) carries out an overall management of activity of the Bank.   The Supervisory Board shall consist of five (5) members (the "Members of the Supervisory Board") who shall have expertise in the area of banking. Shareholders, holding in the aggregate no less than one percent of the voting shares of the Bank, have the right no later than 30 days after the end of the fiscal year to put forward issues for the agenda of the Annual General Meeting of Shareholders and to nominate candidates for the Supervisory Board, the number of which cannot exceed the number of the members of that body. The Members of the Supervisory Board shall be elected by the General Meeting of Shareholders for terms of one (1) year. No Board Member may be a Member of the Supervisory Board.

Revision Commission. To exercise control over financial and economic activity of the Bank, annual General Shareholders meeting in accordance with the Charter of the Bank elects members of the Revision Commission for a period of 1 (one) year. Revision commission is comprised of 3 members, no member is entitled for selection for more than 3 times.

No Member of the Supervisory Board or person employed by the Bank may be simultaneously a member of the Revision Commission.

Management Board. The direction of the current activity of the Bank shall be performed by a collegial executive body (the "Board"). The Board shall consist of five members who are a Chairman (the "Chairman of the Board") and the other Board members (the "Board Members"). The Chairman of the Board shall perform the functions of chairman of the Board. Decisions of the Board shall be adopted by Majority Vote of the Board Members. When voting divided into two equal numbers of votes on any matter, the Chairman of the Board’s vote and, accordingly, the resolution for which he/she voted, shall prevail. The Meeting of the Board shall be quorate, if the Chairman of the Board (or a member of the Board performing the duties of the Chairman of the Board) and no less than a half of the number of the elected members of the Board are present at the meeting. Board observers, no more than ten persons and appointed by the Chairman of the Board, may also participate in the Board Meetings. 

 

1. ALCO Committee

Asset-Liability Committee (ALCO) is the committee consisting of Management Board, Head of Business Units, Support Operations and Risk Management that convenes on the monthly basis to discuss the developments and trends in the financial position and performance of the Bank, comparison with peers, industry averages

2. Risk Management Committee

Risk Management Committee is the committee under Supervisory Board consisting of the members of Supervisory Board that convenes on the quarterly basis to review the work of Risk Management function over the reporting quarter. Risk Management prepares the quarterly report to RMC.

3. Credit Committee

Credit Committee - a permanent collegial body of the Bank responsible for making the final decision to approve or refuse the grant of a loan to the borrower and the lending terms for approving it. 

4. Liquidity management committee

The liquidity management committee reviews the current liquidity position of the bank and short-term fund raising capacity.

5. HR committee

The Human Resources Committee is a standing committee established to assist the Management Board in fulfilling its oversight responsibilities through the implementation of compensation and personnel policies and practices.

6. Procurement committe 

The purpose of the Procurement Committee is to prioritize, investigate, and implement joint purchases of services and goods that are financially or otherwise advantageous for the Bank. The Procurement Committee may also be engaged in other activities related to the purchasing functions which are mutually advantageous.

7. Audit Committee

Audit Committee is established with the main purpose to organize and maintain appropriate system of internal control in the bank. Audit Committee consists of solely of the members of the Supervisory Board.

The main objectives of the Audit Committee are as follows:

  • studying reports of Internal Audit, presented by completion of each internal audit;
  • studying quarterly reports of internal audit and presentation them to Supervisory Board;
  • rendering assistance to the Supervisory Board in developing technical requirements to the external auditors;
  • rendering assistance to the Supervisory Board in performing an assessment of the external auditor’s offer, preparation of recommendations to the Supervisory Board on selection of the external auditor;
  • coordination of tasks with Chairman of the Board on managing of process for implementation of internal audit and external audit recommendations;
  • consideration of external auditor’s reports, including Management Letter and presentation them to the Supervisory Board;
  • control over elimination of problems and deficiencies detected during audit by external and internal audit as well as implementation of auditors’ recommendations by the Managing Board;
  • safeguarding the independence of the Internal Audit and barring of interference by members of Managing Board and other departments heads to the activity of Internal Audit as well as to the content and scope of the audit.
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