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The document ceased to be valid since  October 1, 2020 according to the Resolution of Board of the Central bank of the Republic of Uzbekistan of May 25, 2020 No. 12/9

It is registered

Ministry of Justice

Republic of Uzbekistan

On July 5, 2000 No. 943

Approved by Board of the Central bank of the Republic of Uzbekistan of June 24, 2000 No. 472

Regulations on corporate management in commercial banks

(as amended on 16-02-2019)

This Provision according to the laws of the Republic of Uzbekistan "About the Central bank of the Republic of Uzbekistan", "About banks and banking activity", "About joint-stock companies and protection of shareholder rights", the resolution of the President of the Republic of Uzbekistan of May 6, 2015 No. PP-2344 "About measures for further increase in financial stability of commercial banks and development of their resource base" and the Presidential decree of the Republic of Uzbekistan of April 24, 2015 No. UP-4720 "About Measures for Implementation of Modern Corporate Management Methods in Joint-stock Companies" determines bases of the organization of corporate management in commercial banks.

1. General provisions

1.1. The concept "corporate management" is understood as the set of rules which determine the main actions of shareholders, members of council and other leading employees in management of activities of commercial bank. The concept of proper corporate management also includes use of ethical standards of business, sense of responsibility in respect of shareholders and acceptance in attention of needs of society in which the bank works.

1.2. In commercial banks the most possible freedom of action on bank management is this to shareholders, members of council of bank and heads. However, activities of banks considerably differ from activities of other commercial organizations. So, if the regular commercial organizations mainly operate with own money, banks, generally operate with the attracted resources. In particular, in spite of the fact that banks use share capital for maintenance of the activities, activities of bank can lead to loss of means of investors. As a result of specific role of banks, there is need for comprehensive approach to the organization of corporate management for banks.

1.3. Implementation of the activities directed to increase in corporate profit and benefit of shareholders in the limits permitted by the legislation acts as the purpose of bank.

Depending on provisions of the charter of bank, banks can have subsidiary duties on satisfaction of the financial requirements determined by society in which they work. Satisfying these requirements, the bank can mark out reasonable quantity of resources for the purposes of public welfare, the humanitarian, educational and charitable purposes in that measure in which such activities do not exert negative impact on safety and reliability of bank.

Each bank shall develop and enact the internal document on corporate management of bank which is not contradicting this Provision which purpose is directed to realization of effective corporate management. The internal document on corporate management developed by bank shall provide procedure for maintaining the corporate website according to requirements of the Regulations on requirements to corporate websites of joint-stock companies approved by the resolution of the Cabinet of Ministers of the Republic of Uzbekistan of July 2, 2014 No. 176.

2. Role of shareholders

2.1. Types of shares (simple and exclusive).

The supreme body of management of bank is general shareholder meeting.

For the purpose of protection of the rights and legitimate interests of minority shareholders in banks the committee of minority shareholders can be created from their number.

The banks created in the form of joint-stock companies have the right to issue two types of shares: simple and exclusive. Shareholders, holders of common and preferred shares, are "owners" of bank according to the size of the shares in the authorized capital. The rights of holders of common and preferred shares according to the current legislation differ.

The shareholders taking actions harmful for bank can be made responsible according to the legislation if their actions result in insolvency of bank.

2.2. Protection of the rights and interests of shareholders of bank

Shareholders, owners of both simple, and preferred shares, have the right on:

their inclusion in the shareholder register of the relevant bank;

obtaining concerning the account statement of depot in depositaries, part of profit of bank in the form of dividends;

the free order the received dividends;

part of property in case of liquidation of bank, according to the share belonging to it;

participation in bank management;

receipt of information on the services and their quotations rendered by bank;

receipt of complete and reliable information about results of financial and economic activities of bank according to its charter;

protection of the rights in authorized state body on regulation of the security market, and also in court;

consolidation in associations and other public organizations for the purpose of representation and protection of the interests;

risks insurance, the securities connected with possible losses and (or) losses of part of profit in case of acquisition.

Shareholders have also other rights provided by the charter of bank and the legislation.

2.3. Common shares are voting, granting the rights to their owner on receipt of dividends, participation in general shareholder meeting and management of society. Owners of common shares have special powers on decision making concerning cases of bank.

2.4. Preferred shares are shares which grant the right to their owners on first-priority receipt of dividends according to shares, and also among shareholders - means, enclosed in shares (in case of liquidation of bank).

2.5. Role of Audit committee

The audit committee is the main tool, to available shareholders for control over financial activities of bank. The exact number of members and function of Audit committee shall be determined by the charter of bank. The audit committee is elected at general shareholder meeting, according to the charter of bank.

Audit committee:

carries out audits of financial and economic activities of bank following the results of the accounting period determined by the charter of bank and also in other cases, stipulated by the legislation;

uses results of independent annual audit inspection and materials of service of internal audit. In case of need the Audit committee can address source accounting documents.

Fundamental obligations of Audit committee are check of reliability of the financial information prepared in bank, preparation of the independent conclusion on general financial position of bank and the report on results of work of the commission for otchityvaniye before shareholders of bank at general shareholder meeting or to it.

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