RESOLUTION OF BOARD OF NATIONAL BANK OF THE KYRGYZ REPUBLIC

of March 26, 2008 No. 13/4

About the Provision "About Corporate Management in Commercial Banks of the Kyrgyz Republic"

Having considered the project of the Provision "About Corporate Management in Commercial Banks of the Kyrgyz Republic", being guided by the Law of the Kyrgyz Republic "About National Bank of the Kyrgyz Republic" and Articles 21, of 24, of 25, 25-2, 26, of 27, 35 and 37 Laws of the Kyrgyz Republic "About banks and banking activity in the Kyrgyz Republic", the Board of National Bank of the Kyrgyz Republic decides:

1. Approve the Provision "About Corporate Management in Commercial Banks of the Kyrgyz Republic" it (is applied).

2. In accordance with the established procedure to direct to legal department together with Management of methodology of supervision and licensing this resolution to state registration in the Ministry of Justice of the Kyrgyz Republic.

3. This resolution becomes effective after state registration in the Ministry of Justice of the Kyrgyz Republic and the subsequent official publication.

4. From coming into force of this resolution to declare invalid the resolution of Board of National Bank of the Kyrgyz Republic of January 24, 2001 No. 1/3 "About the Principles of corporate management in the commercial banks and other financial credit institutes licensed by National Bank of the Kyrgyz Republic".

5. After publication of the registered regulatory legal act to Legal department to inform the Ministry of Justice of the Kyrgyz Republic on publication source (the name of the edition, its number and date).

6. To impose control of execution of this resolution on the vice-chairman of National Bank of the Kyrgyz Republic Bokontayev K. K.

Approved by the Resolution of Board of National Bank of the Kyrgyz Republic of March 26, 2008 No. 13/4

Provision "About Corporate Management in Commercial Banks of the Kyrgyz Republic"

1. General provisions

1.1. The provision "About Corporate Management in Commercial Banks of the Kyrgyz Republic" (further - the Provision) is developed according to the Law of the Kyrgyz Republic "About National Bank of the Kyrgyz Republic", Articles 21, of 24, of 25, 25-2, 26, of 27, 35 and 37 Laws of the Kyrgyz Republic "About banks and banking activity in the Kyrgyz Republic", and also regulatory legal acts of National Bank of the Kyrgyz Republic. The provision extends to all commercial banks (further - banks). This Provision also extends to National bank of development of the Kyrgyz Republic taking into account the features provided by the Law of the Kyrgyz Republic "About National bank of development of the Kyrgyz Republic".

Effective corporate management in banks is one of the most important conditions of ensuring stable development of separate banks and bank system in general.

1.2. Corporate management is understood as the common directorship activities of bank performed of shareholders, the Board of directors and Bank board in part:

- determinations of strategic objectives of activities of bank, ways of their achievement and control of achievement of these purposes;

- creations of the incentives of labor activity providing accomplishment by governing bodies and bank employees of all actions necessary for achievement of strategic objectives of activities of bank;

- achievements of balance of interests of shareholders of bank, his creditors, including investors, and stable development of bank;

- ensuring compliance with the legislation of the Kyrgyz Republic, and also internal documents of bank.

1.3. The main components of effective corporate management in banks are:

- distribution of powers, questions of competence and the accountability between governing bodies of bank, the organization of effective activities of the Board of directors and Bank board;

- determination and approval of the strategy of development of activities of bank and control of its realization;

- conflict prevention of interests;

- determination and observance of standards of professional ethics;

- ensuring transparency of activities of bank.

Methodological basis of effective corporate management in banks and banking groups are recommendations of Basel Committee on Banking Supervision. (1)

1.4. In bank the internal documents directed to realization of effective corporate management and which are not contradicting this Provision can be developed.

2. General shareholder meeting

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

2.2. The questions carried to exclusive competence of annual meeting of shareholders of bank are determined by the Law of the Kyrgyz Republic "About banks and banking activity in the Kyrgyz Republic" (further the Law).

2.3. The questions carried to exclusive competence of general shareholder meeting cannot be transferred to the decision to other governing bodies if other is not established by the legislation.

2.4. According to the Law shareholders of bank shall not take actions doing harm to interests of clients of bank.

3. Board of directors of bank

3.1. The board of directors exercises control of bank management and its financial condition and is accountable to general meeting of shareholders of bank.

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