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Corporate Governance

Internal Committees

Risk Management Committee
Key functions:
  • Setting minimum requirements for every stage of the risk management process;
  • Determining the limits calculated by the risk management unit for various risks and submitting those for approval to the Supervisory Board;
  • Assessing internal risks management function of the Bank;
  • Revision of the rules for various operations and business directions, different rules and methodologies used in the risk management area, as well as risk management policy;
  • Making certain proposals to the Supervisory Board on the issues specified in paragraphs 3 and 4 above in accordance with the legislation of the Republic of Azerbaijan;
  • Assessing activities of the Bank’s Risk Management Department;
  • Providing guidance on risk management including, but not limited to, guidelines for the application of risk management methods, scenarios and models to the Bank's Risk Management Department;
  • Requiring from the Risk Management Department and other relevant bodies of the Bank to regularly submit reports, proposals and information in accordance with the relevant norms, rules and standards set by the Financial Market Supervisory Authority of the Republic of Azerbaijan, the Central Bank of the Republic of Azerbaijan;
  • Reviewing the Emergency Action Plan prepared by the Bank's Risk Management Department;
  • Determining the frequency and subject matter of surveys used to identify various risks;
  • Identifying ratios and factors used as early warning tools for risk monitoring in Banks;
  • Jointly with the Bank’s Remuneration Committee at least once a year assessing the efficiency of the remuneration system, including (but not limited to) the Bank's Remuneration Committee's remuneration policy, internal remuneration procedures, special remuneration mechanisms and their implementation;
  • Coordinating the Bank's other internal committees on activities relating to the risk management;
  • Providing recommendations to the Management Board on toughening the risk management mechanism and reporting to the Supervisory Board on the Management Board's compliance with the recommendations;
  • Implementing other duties and tasks on risk management in accordance with the legislation of the Republic of Azerbaijan.
Members of the Committee:
  • Werner Claes – Chairperson, Member of Supervisory Board
  • Andrea Hagmann – Member of Supervisory Board
  • Orkhan Ismayilov – Executive Director, Risks, Member of Executive Board
  • Ramin Huseynov – Managing Director, Finances, Member of Executive Board
  • Zakhra Zeynalova – Managing Director, IT and Infrastructure
  • Davit Tsiklauri – Chief Executive Officer, Member of Executive Board (non-voting member)
  • Olga Tomash – Chair of the Audit Committee (non-voting member)
Remuneration Committee:
Key functions:
  • Setting, reviewing and evaluating the Bank's remuneration policy and internal remuneration procedures;
  • Monitoring and controlling the implementation of the remuneration policy and internal remuneration procedure.
  • Reporting regularly to the Supervisory Board and making proposals regarding the total amount of annual remuneration.
  • Making proposals to the Supervisory Board regarding any other special remuneration mechanisms that are deemed necessary or desirable to motivate the Bank's officials and employees.
  • Ensuring that performance-based remunerations are effectively based on the Bank's long-term goals and are not manipulated by short-term reporting mechanisms.
  • Periodically assessing the amount of remunerations (including salaries, bonuses and other payments) paid to the Bank's officials and employees to ensure the fairness and adequacy of the remuneration and reporting to the Supervisory Board regarding the results as well as making proposals to the Supervisory Board on such remuneration amounts.
  • Operations of the Committee are regulated by the relevant laws of the Republic of Azerbaijan, internal rules of the Committee, decisions of the Supervisory Board, internal documents approved by the General Meeting of Shareholders and the Supervisory Board as well as own decisions.
Members of the Committee:
  • George Rublee – Chairman, Member of Supervisory Board
  • Dariusz Kacprzyk – Member of Supervisory Board
  • Andrea Hagmann – Member of Supervisory Board
  • Davit Tsiklauri – Chief Executive Officer, Member of Executive Board
  • Nigar Huseynzade – Executive Director, HR