The supreme management body making key decisions

General Meeting of Shareholders

The Board of Directors is responsible for strategic direction, risk management and internal control 

The Board of Directors

NOMINATIONS AND REMUNERATION COMMITTEEThe Nominations and Remuneration Committee is a key standing body under the Board of Directors of Bank Kompanion. It plays a vital role in overseeing and enhancing the processes of appointing executives and key personnel, as well as developing and monitoring their compensation systems.This Committee was established in accordance with the legislation of the Kyrgyz Republic, regulatory requirements of the National Bank, and the internal policies of the Bank. Its work ensures that all decisions related to hiring, promotion, and remuneration are made transparently, fairly, and in line with the Bank’s mission and strategic objectives.The main goal of the Committee is to ensure that qualified and motivated professionals work at the Bank, and that the remuneration system supports their retention and development. At the same time, the Committee ensures that internal policies and procedures are followed and that compensation levels remain within market standards without compromising the Bank’s financial stability.What does the Committee do?<ul type="disc"><li>Reviews candidates for key positions in the Bank, including the Management Board, Internal Audit, Risk Management, Compliance Control, Corporate Secretary, and other critical roles;</li><li>Provides the Board of Directors with recommendations on appointments and compensation levels for these positions;</li><li>Conducts regular assessments of the performance of executives and key personnel to adjust motivation and remuneration as needed;</li><li>Ensures that compensation is competitive, performance-based, and within reasonable market limits;</li><li>Monitors compliance with all internal policies, procedures, and standards related to appointments and remuneration.</li></ul>How does the Committee operate?The Committee consists of at least three members of the Board of Directors, including at least one independent director. Experts and representatives from various departments may be invited to meetings for consultation when needed.Meetings are held at least once per quarter and may be conducted in person or remotely via video or audio conferencing. All Committee decisions are advisory and are submitted to the Board of Directors for approval.Who leads the Committee?The Committee is chaired by a member of the Board of Directors, elected by majority vote. The Chair is responsible for organizing meetings, preparing agendas, coordinating the Committee’s work, and presenting all recommendations and proposals to the Board.Why is this important?A transparent and fair system of appointments and remuneration is a key factor in the Bank’s success. It helps attract and retain top professionals, motivates them to achieve strategic goals, and supports the organization’s financial stability. Through the work of the Committee, Bank Kompanion confidently moves forward, strengthening the trust of its employees, clients, and partners.

Oversees the processes of appointment and remuneration of key employees

Appointments and Remuneration Committee

Executive body ensuring implementation of resolutions of the General Meeting of Shareholders and the Board of Directors  

Management Board of the Bank

RISK MANAGEMENT COMMITTEEThe Risk Management Committee is a specialized internal body under the Board of Directors of Bank Kompanion. Its primary objective is to ensure effective oversight of the bank’s risk management system and to assist the Board in making decisions aimed at enhancing the bank’s resilience.Role and Importance of the CommitteeBanking activities inherently involve various types of risks — including credit, market, operational, liquidity, interest rate, legal, and others. The Risk Management Committee ensures:<ul type="disc"><li>Oversight to guarantee that risk management approaches are transparent, effective, and aligned with best practices;</li><li>Analysis and evaluation of the bank’s risk management policies, procedures, and methods;</li><li>Development of recommendations to improve the risk management system.</li></ul>In doing so, the Committee helps the Board of Directors maintain a balance between resilience, profitability, and operational safety.Composition of the CommitteeThe Committee comprises at least three members of the Board of Directors, at least two of whom must be independent directors. The Chair of the Committee must be an independent Board member with relevant knowledge and experience in risk management. When reviewing specific matters, the Committee may invite heads of relevant departments or external experts to participate in its meetings.Key Functions of the CommitteeThe Risk Management Committee:<ul type="disc"><li>Holds regular meetings (at least once per month);</li><li>Reviews reports on all key types of risks, including credit, market, operational, liquidity, and interest rate risks;</li><li>Provides recommendations to the Board of Directors on improving risk management policies and overseeing their implementation;</li><li>Evaluates the work of the risk management function, including the methodologies and procedures used;</li><li>Assesses the bank’s resilience to stress scenarios, reviews stress testing results, and, if necessary, initiates corrective actions;</li><li>Monitors compliance of the bank’s risk management system with regulatory requirements and best corporate governance practices.</li></ul>Reporting and Performance EvaluationAt the end of each quarter, the Committee submits a report to the Board of Directors on its activities. Once a year, a comprehensive evaluation of the Committee’s performance is conducted.The Risk Management Committee is one of the key elements of Bank Kompanion’s corporate governance and internal control framework. While it does not directly manage risks, it provides independent expertise and oversight, contributing to the bank’s reliability and resilience.

Oversees credit and operational risk management

Risk Management Committee

AUDIT COMMITTEEThe Audit Committee is an important advisory body under the Board of Directors of Bank Kompanion. Its primary responsibility is to oversee the processes related to financial reporting, internal and external audits, and internal control systems — all to ensure the transparency and reliability of the Bank’s operations. Established in accordance with the requirements of the National Bank of the Kyrgyz Republic and international best practices, the Committee supports the Board of Directors in making well-informed decisions and maintaining a high level of trust among clients and partners.What are the responsibilities of the Committee?<ul type="disc"><li>Oversight of the Bank’s internal control system, including the activities of Internal Audit and the Compliance Control Service.</li><li>Monitoring and evaluating the quality of services provided by external auditors, and ensuring effective interaction with them.</li><li>Assessing the processes involved in the preparation of the annual financial statements.</li><li>Providing recommendations on key audit-related matters to the Board of Directors.</li><li>Enhancing communication between the Board of Directors, the Management Board, auditors, and the regulator.</li></ul>Who is on the Committee?The Committee consists of at least three members of the Board of Directors, with a majority being independent directors. The Chair of the Committee must be an independent director and cannot simultaneously serve as the Chair of the Risk Management Committee.How does the Committee operate?<ul type="disc"><li>Meetings are held at least once per quarter and can take place in person or online.</li><li>Meetings cover discussions of financial statements, audit results, internal control and risk-related issues, including those related to AML/CFT (Anti-Money Laundering/Combating the Financing of Terrorism).</li><li>Members of the Management Board, internal and external auditors may be invited to attend meetings.</li><li>All decisions are made by majority vote, and the resulting recommendations are submitted to the Board of Directors.</li></ul>Why is this important?The Audit Committee serves as a vital safeguard to ensure that the Bank operates with integrity and transparency. Through its work, Bank Kompanion strengthens the trust of clients, investors, and regulators, mitigates risks, and enhances the effectiveness of its governance.

Provides control of financial and economic activities

Audit Committee

SUSTAINABLE DEVELOPMENT COMMITTEESustainable development is not just a trendy term — it’s a vital standard for modern business. At Bank Kompanion, we believe that success is not only about profit, but also about responsibility to society, the environment, stakeholders, and employees. That’s why we established the Sustainable Development Committee as part of our governance structure.The Committee is an advisory body to the Board of Directors. It provides recommendations and supports the formation of the bank’s sustainability strategy. It does not manage the bank directly, but acts as a bridge between sustainability goals and key executive decisions.Composition and Operations of the Committee<ul type="disc"><li>Composition: The Committee consists of at least three members of the Board of Directors. The Chair of the Committee is elected from among them.</li><li>Experts: Independent specialists and bank employees may be engaged as needed for additional expertise.</li><li>Meetings: Held at least once per quarter, either in person or remotely.</li><li>Quorum and Voting: A quorum requires the presence of more than half of the Committee members. Each member has one vote; proxy voting is not permitted.</li><li>Term of Office: Members are appointed for one year with the possibility of reappointment.</li></ul>Key Functions of the Committee<ul type="disc"><li>Develops recommendations for integrating sustainability (ESG) principles into the bank’s strategy, processes, and corporate culture.</li><li>Monitors compliance with international and national sustainability standards.</li><li>Evaluates and tracks the bank’s performance in environmental, social, and governance areas.</li><li>Ensures transparency and accountability to clients, employees, shareholders, and the wider community.</li><li>Engages stakeholders and incorporates their feedback in shaping the ESG strategy.</li><li>Advises the Board of Directors on emerging trends and opportunities in sustainability.</li><li>Promotes a culture of responsibility and ethical behavior within the bank, including staff training.</li><li>Oversees initiatives to reduce environmental impact and enhance social responsibility.</li><li>Approves and regularly reviews the bank’s sustainability strategy and policies, and monitors progress on implementation.</li></ul>Oversight and ReportingEach year, the Committee evaluates its own performance and submits a report to the Board of Directors. This ensures the Committee's work effectively supports Bank Kompanion’s objectives and contributes to its leadership in sustainable development.

Promotes sustainable development and projects that improve environmental, social and governance aspects 

ESG Committee