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Collegial and consultative bodies

General Meeting of Shareholders. The General Meeting of Shareholders shall constitute the highest management body of the Bank. Annual General Meeting of Shareholders is held not later than 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. The Members of Counting committee is the Supervisory Board and Revision Commission. The members of the Board including the Chairman of the Board cannot be included into the Counting Commission.

Supervisory Board of the Bank. The Supervisory Board of the Bank carries out an overall management of activity of the Bank. The Supervisory Board shall consist of five (5) members who shall have experience in the banking area. 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. Board Member cannot be a Member of the Supervisory Board.

Revision Commission. The Revision Commission is elected by the Annual General Meeting of Shareholders for a term of one (1) year. The Revision Commission of the Bank consists of 3 (three) people. The same person cannot be elected to the Revision Commission of the Bank more than three times in a row. The Member of Supervisory Board or person employed by the Bank cannot 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 at least seven members who are a Chairman (the "Chairman of the Board"), his/her deputies, chief accountant, Head of Legal and other managers (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 more than half of the Board members are present at the meeting. In addition, permanent observers in the amount of not more than 10 (ten) people appointed by the Chairman of the Management Board participate the meeting of the Management Board. 

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.

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

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. 

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

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 HR policies and practices.

Procurement committee. The main function of the Procurement Committee is to conduct a joint comparative analysis for the procurement of goods and services, with the most favorable conditions for the bank. The Procurement Committee may also engage in other activities related to procurement.

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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