RESOLUTION OF BOARD OF NATIONAL BANK OF THE REPUBLIC OF BELARUS

of October 30, 2012 No. 557

About approval of the Instruction about the organization of corporate management by bank, "Development Bank of the Republic of Belarus" open joint stock company, the non-bank credit and financial organization

Based on the paragraph of third of part four of Article 34, of Article part one 39, of parts three, the fifth and twenty fourth article 109-1 of the Bank code of the Republic of Belarus, part three of subitem 1.1 of Item 1 of the Presidential decree of the Republic of Belarus of June 21, 2011 "About creation of "Development Bank of the Republic of Belarus" open joint stock company and in pursuance of the paragraph of third of article 4 of the Law of the Republic of Belarus of July 13, 2012 "About entering of amendments and changes into the Bank code of the Republic of Belarus" the Board of National Bank of the Republic of Belarus DECIDES: No. 261

1. Approve the Instruction about the organization of corporate management by bank, "Development Bank of the Republic of Belarus" open joint stock company, by the non-bank credit and financial organization it (is applied).

2. This resolution becomes effective since January 22, 2013.

Approved by the Resolution of Board of National Bank of the Republic of Belarus of October 30, 2012 No. 557

The instruction about the organization of corporate management by bank, "Development Bank of the Republic of Belarus" open joint stock company, the non-bank credit and financial organization

Chapter 1. General provisions

1. This Instruction establishes requirements to the organization by banks, "Development Bank of the Republic of Belarus" open joint stock company and the non-bank credit and financial organizations (further, unless otherwise specified, - banks) corporate management aimed at providing their financial reliability.

2. The organization of corporate management by bank conforming to requirements of this Instruction is regulated by the charter and local legal acts of bank.

3. Corporate management by bank is directed to realization of the purposes and the development strategy of bank, including ensuring its financial reliability and capability to long-term existence as the profitable financial organization.

4. The main objectives of corporate management by bank are:

ensuring the strategic planning including determination of the purposes and the development strategy by means of development and approval of the business plan (the strategic plan of development) of bank, approval credit, investment and others the politician of bank and also the organization of their realization and control of it;

the distribution of powers between governing bodies and officials of bank excluding conditions of emergence of conflict of interest, providing achievement of balance of interests of bank, its shareholders, other beneficial owners, members of governing bodies and other interested persons;

ensuring compliance with the legislation, charter and local legal acts of bank, and also principles of professional ethics;

the organization of the effective incentive plan and compensations in bank corresponding risk profile and to scales * to its activities and directed to accomplishment by governing bodies and employees of bank of all actions necessary for realization of the purposes, strategy and the directions of development of bank;

the organization of management of conflict of interest in activities of bank, including package of measures for identification, exception of conflict of interest, and also conditions of its origin.

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* For the purposes of this Instruction scales of bank are understood as group of the system importance.

5. Properly organized and implementable corporate management by bank shall provide:

adequacy of procedure for education and powers of governing bodies of bank to its size, structure, the economic importance, amount and complexity of the performed transactions, and also risk profile;

internal efficiency evaluation of corporate management (at least once in three years), including with participation of the official responsible for internal control, services of internal audit, and introduction of suggestions for improvement of corporate management by bank for consideration of the board of directors (supervisory board) of bank (further - the board of directors) or general meeting of shareholders of bank according to the competence of the specified governing bodies determined by the charter of bank;

external independent efficiency evaluation of corporate management (at least once in three years), including efficiency evaluation of activities of the board of directors;

timely disclosure of complete and reliable information about bank, necessary for job evaluation of its governing bodies, relations of bank, its governing bodies with insiders and persons interconnected with them, and also for possibility of acceptance of reasoned decisions by shareholders of bank, investors, other interested persons;

timely and detailed consideration by governing bodies of bank of the questions which are within their competence including regular holding the regular meetings and operational convocation of emergency meetings;

the correct and timely execution of the decisions made by collegiate organs of management of bank;

exception of formalistic approach to consideration by governing bodies of bank of the questions requiring acceptance of specific management decisions;

proper control from governing bodies of the bank, the official responsible for internal control, and service of internal audit behind work of structural divisions of bank;

compliance of the remunerations and compensations paid to members of governing bodies and other employees of bank, results of activities of bank and risks accepted by bank;

protection of the rights and legitimate interests of shareholders, investors, other clients and partners of bank, including by means of guaranteeing equal opportunity of realization of the rights by it, stipulated by the legislation and the charter of bank, timely and full implementation by bank of the obligations to them.

Chapter 2. Requirements to governing bodies of bank

6. Competence, procedure for convocation, holding general shareholder meeting, adoption of decisions by it, and also the order of interaction of bank with shareholders providing possibility of implementation of the rights by them are determined by the charter and (or) local legal acts of bank in which, in particular, are provided:

timely informing shareholders, possibility of their participation in discussion of the questions submitted for consideration of general shareholder meeting and vote;

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