Corporate Governance
The objective of the Audit Committee is to provide a structured and systematic audit oversight of the Bank’s risk management and internal control programs, develop and implement the Bank’s audit policy and strategy, provide recommendations on the effectiveness of the Bank’s governance processes, and perform other functions prescribed by the Charter and the applicable Legislation.
Functions
Within the scope of its responsibilities, the Audit Committee is authorized to:
- Determine the audit policy and strategy of the Bank, oversee the work of the Internal Audit Department, and verify its effectiveness;
- Make proposals to the Supervisory Board on the budget of the Internal Audit, its organizational structure, the Statue of the Internal Audit Department, and the methodology applied in Internal Audit;
- Make proposals to the Supervisory Board on the appointment and dismissal of the Head of Internal Audit and on the amount of his/her remuneration; make proposals to the Supervisory Board regarding the salaries, promotion, dismissal, or termination, as well as the remuneration of internal auditors;
- Consider and approve the Internal Audit annual plan and any changes thereto; submit the approved Internal Audit plans to the Central Bank within 10 (ten) working days;
- Submit the report on internal audit reviews conducted in the Bank during the year to the Central Bank by the end of the next quarter following the end of each calendar year, and ensure the submission of information on individual internal audit reviews upon request of the Central Bank;
- Ensure a transparent tender for the selection of an External Auditor; make recommendations to the Supervisory Board and the General Assembly regarding the appointment, replacement, suspension, or removal of the External Auditor; propose the terms of the contract to be concluded with the External Auditor and the determination of his/her remuneration;
- Pre-approve all audit (assurance) and non-audit services provided by the External Auditor; ensure control over the independence, objectivity, and competence of the External Auditor;
- Coordinate and cooperate with the External Auditor to facilitate the implementation of audit findings and recommendations, as well as to assist in conducting the audit; ensure appropriate follow-up on the implementation of the External Auditor’s recommendations;
- Ensure the timely and complete provision of all relevant information and Bank documents (in connection with the External Audit) to the External Auditor;
- Require the External Auditor to immediately report any material facts and events identified during the audit;
- Oversee the preparation of financial statements, monitor the Bank’s achieved financial results, ensure the implementation and improvement of the Bank’s accounting policies, and supervise the integrity and accuracy of financial reporting;
- Supervise the elimination of deficiencies identified by internal auditors; review recommendations of the External Auditor and other third parties on the effectiveness of the Bank’s internal control and risk management systems;
- Promote the functioning and implementation of an effective internal control system and processes; make recommendations to the General Assembly of Shareholders and the Supervisory Board on improving the internal control system;
- Control the resolution of issues identified by the Regulator, other governmental authorities overseeing the Bank’s activities, and the External Auditor; ensure that the Internal Audit Department addresses such matters; inform the Supervisory Board and the General Assembly about the Audit Committee’s conclusions and recommendations;
- Facilitate communication between the Bank’s Governing Bodies, the External Auditor, and the Regulator, when and if necessary.
Updated: 18.12.2024