Management

The responsibilities of the Corporate Management Committee include the following:

•  Preparing and submitting to the Supervisory Board for approval the bank's remuneration policy based on the principles specified in Section 18 of the “Corporate Governance Standards in Bank”;
•  Monitoring the remuneration process, also evaluating the efficiency of the remuneration system together with the Risk Management Committee at least once a year;
•  Submitting proposals on the amount of remuneration to the Supervisory Board of the Bank in accordance with Section 18 of the “Corporate Governance Standards in Bank”;.
•  Setting the compensation for the Corporate Secretary;
•  Assessing the implementation of key performance indicators on special category employees;
•  Reviewing the effect of internal and external events on the remuneration policy and process;
•  Monitoring the Bank’s organizational and management structure for compliance with corporate governance standards, informing the Supervisory Board about any identified discrepancies and their causes, and providing recommendations for addressing these issues and improving corporate governance;
•  Providing recommendations to the Supervisory Board on the implementation of legislative changes related to corporate governance;
•  Ensuring the timely and accurate disclosure of information related to the Bank’s corporate governance to the public;
•  Providing recommendations and opinions on new and potential candidates for membership of the Supervisory Board, the Management Board and Supervisory Board committees;
•  Monitoring the staffing of the Supervisory Board, its committees, and the Management Board;
• Establishing criteria for the appointment, duties, and remuneration of independent members of the Supervisory Board and Supervisory Board committees;·       Establishing criteria for the selection of an independent external expert in accordance with the “Corporate Governance Standards in Bank” and/or the Bank's "Rules for the Use of Independent External Expert Services by the Supervisory Board and Its Committees" when applicable.

•  Reviewing and presenting the risk appetite statement, risk management policy and procedures, risk limits, and any changes to these to the Supervisory Board for approval;
•  Providing the Supervisory Board with proposals on the Bank’s current and future risk appetite and indicators for adherence to risk appetite for various types of risks;
•  Reviewing the Bank’s risk management policy at least once a year;
•  Ensuring the existence of procedures that align the Bank’s activities with its risk management policy and overseeing the application of the risk appetite statement by the Executive Board;
•  Submitting report to the Supervisory Board on the state of the Bank’s risk culture and deviations from the risk management policy and risk limits;
•  Collaborating with and overseeing the Chief Risk Officer’s activities;•  Monitoring the Bank’s adherence to capital and liquidity management targets, as well as the alignment of all risk types, including credit, market, operational, reputational, and other risks, with the Bank’s risk appetite;
•  Obtaining reports from the Chief Risk Officer and relevant departments on the Bank’s current risk profile, risk culture, use of risk appetite and limits, instances of limit breaches, and risk mitigation measures;
•  Ensuring the Bank’s compliance with legislation, legal acts regulating financial markets, and internal regulations;
•  Presenting recommendations to the Supervisory Board regarding the appointment of heads of departments responsible for risk management and compliance functions;
•  Preventing specific risks in the risk management process, minimize risks, accept certain risks, transfer risks, update risks as needed, and provide recommendations and/or proposals for decisions when required;
•  Incorporating effective tools for risk monitoring and mitigation into the Bank’s structure and operational processes;
•  Providing recommendations for creating an organizational structure to avoid conflicts of interest, gaps in risk oversight, and duplication of functions;
•  Overseeing the preparation, development, and implementation of detailed reports on the Bank’s significant strategic issues and decisions, based on an effective risk management program within the risk profile framework;
•  Ensuring the proper organization of information flow exchanges within internal committees;
•  Developing recommendations for the Supervisory Board and the Management Board based on information received from other internal committees and the Bank’s Risk Management Department (hereafter referred to as the "Department");
•  Issuing directives to the Department on risk management, receive monthly reports on work done and identified risk profiles, review them in Committee meetings, obtain proposals related to required matters, and oversee current activities;
•  Reviewing and presenting the Bank’s risk management strategy, policy, and procedures, including any changes and additions, to the Supervisory Board for approval;
•  Providing timely, accurate, and precise information and reports to the Supervisory Board and the Management Board regarding the evaluation of the Department’s work and the state of risk management in the Bank;
• Facilitating an open communication channel among members of the Supervisory Board, the Management Board, and the Department to enhance the effectiveness of risk management;
•  Reviewing and presenting the emergency response plan together with the Management Board to the Supervisory Board;
•  Preparing and presenting a report to the Supervisory Board on the status of risks faced by the Bank and the effectiveness of the risk management system;
•  Monitoring the alignment of accepted risks with the Bank’s risk management strategy;
•  Developing recommendations for improving the risk management system and present them to the Supervisory Board.

The responsibilities of the Audit Committee include the following:

•  Defining the audit policy and strategy of the Bank;
•  Approving the annual internal audit plans (Plan) and overseeing the internal audit department’s activities. The Plan must be sufficient to ensure the internal audit function’s activities and adaptable to potential changes in the Bank’s risk profile;
•  Implementing necessary measures for internal audit checks not included in the approved internal audit plan based on decisions of the General Shareholders’ Meeting, Supervisory Board, or requests from shareholders owning more than ten percent of the Bank’s common shares, the Management Board, or the Central Bank;
•  Approving internal corporate documents related to the functional and methodological aspects of the Internal Audit Department (hereafter referred to as “IAD”);
•  Proposing the appointment of external auditors to the competent management authorities of the Bank;
•  Organizing work with external auditors and assist in implementing audit results and recommendations;
•  Establishing communication with external auditors and supervisory authorities;
•  Providing proposals to the General Shareholders’ Meeting and the Supervisory Board on improving internal control and risk management systems;
•  Overseeing the transparency and completeness of the Bank’s financial statements and ensuring compliance with legislation and the “Corporate Governance Standards in Bank”, including monitoring the preparation and outcomes of annual and interim financial statements;
•  Identifying areas of high financial risk and ensure their effective management by the Bank’s Management Board;
•  Reviewing legal issues that may significantly impact financial statements and providing recommendations;
•  Obtaining necessary information (documents) from the Bank’s structural units, governmental bodies, public legal entities, local self-government bodies, and non-governmental organizations as required by legislation and the Committee’s functions;
•  Participating in forming policies for various directions of the Bank’s operations and providing recommendations for implementing these policies;
•  Overseeing the improvement of the Bank’s accounting policy;
•  Ensuring timely and adequate responses to breaches and fraud, and discussing results of inspections conducted by the Central Bank of the Republic of Azerbaijan;
•  Performing other powers as outlined by existing legislation, the "Law on Banks," " Law on Internal Audit," the normative acts of the Central Bank of the Republic of Azerbaijan, and other internal corporate acts.

The responsibilities of the Senior Information Technology Committee include the following:

•  Developing and approving a long-term IT strategy aligned with the Bank’s business goals;
•  Ensuring the IT strategy complies with legislation and legal requirements;
•  Approving IT projects and initiatives, and ensuring their timely and budget-compliant implementation;
•  Managing the inventory of software licenses and ensuring their effective use;
•  Collaborating with other departments to provide technological support and implement new systems, and advising other committees and departments on IT-related issues;
•  Overseeing technology-related expenses and investments to ensure they align with the approved budget;
•  Approving the IT structure and managing the efficient allocation of resources, including personnel, equipment, and software, to projects and operational activities;
•  Engaging, developing, and retaining qualified IT professionals to support the Bank’s IT infrastructure and applications;
•  Identifying, assessing, and mitigating system failures, data loss, service interruptions, and other IT-related operational risks;
•  Overseeing information security management, including the development and implementation of security policies and incident response procedures;
•  Conducting regular audits and assessments to enhance the effectiveness and economic efficiency of information security measures and identify potential vulnerabilities;
•  Implementing robust cybersecurity measures to protect against cyber threats, data breaches, and fraud;
•  Measuring IT effectiveness using metrics such as ROI, cost-benefit analysis, and performance evaluation;
• Defining and managing service level agreements (SLAs) to ensure IT services meet specified performance and reliability standards;
• Analyzing the use of existing resources and identify new resources to maximize performance and service quality.

The responsibilities of the Assets and Liabilities Management Committee include the following:

•  Determining the policies and objectives of the bank regarding the placement of funds;
•  Determining the approaches and limits related to the assessment of the investment;
•  Carrying out the portfolio management of securities and precious metals;
•  Reviewing investments in amounts excess of Treasury Department limits;
•  Holding meetings to monitor the quality and profitability of the investment portfolio.