Independent director

Name of vacancies: Independent director

Company name: Board of Directors of «Otbasy bank» house construction savings bank» JSC (hereinafter referred to as the Bank)

1.  General requirements for independent directors

1.1. A candidate for election as an independent director to the board of directors must:

1.1.1 Meet the definition of an independent director in accordance with the Law of the Republic of Kazakhstan "On Joint Stock Companies".

1.1.2. Have general information about key issues specific to an organization similar in scope and nature of the Bank's activities, have international experience in a similar industry/sector and professional experience of at least 2 years prior to the nomination, and also demonstrate an understanding of:

1) legal requirements in relation to the Bank;

2) competitive environment in the national and international markets.

1.1.3. Be able to analyze and objectively evaluate the information provided and develop an independent position on the issue based on the principles of legality, fairness and equal treatment of all shareholders. To have the ability to express one's own opinion and defend one's point of view with reason.

1.1.4. Know the principles of corporate governance and sustainable development.

1.1.5. Have an impeccable reputation / positive achievement in the business and (or) industry environment. The biography of the candidate should not contain facts of committing a crime in the field of economic activity, as well as administrative offenses in entrepreneurial activity.

1.1.6. Have enough time to participate in the work of the Board of Directors not only during the meetings of the Board of Directors, but also to properly study the materials for the meetings of the Board of Directors.

1.1.7. Not being a member of more than 3 (three) boards of directors of other companies.

1.1.8. Annually carry out the procedure for confirmation of independence and inform the company in case of loss of the status of an independent director.

2. Special requirements:

2.1. Special requirements for candidates for the position of independent directors of the Bank, financial institution.

2.1.1. Candidates for the position of independent directors of the Bank, which is a financial institution, must comply with the requirements of the National Bank of the Republic of Kazakhstan.

2.2. Special requirements for candidates for the position of independent directors - specialists in the field of finance, audit and control.

2.2.1. Higher education in economics and (or) finance, additional education / professional certification in financial management / financial analysis / accounting / taxation / audit / risk management.

2.2.2. Work experience in the specialty for at least 7 years.

2.2.3. Executive work experience of at least 3 years in governing bodies or executive bodies of financial organizations / holding structures / government bodies / international financial organizations / in the field of regulation of financial services and (or) work experience in governing bodies / executive bodies / as a leader / partner.

2.3. Special requirements for candidates for the position of independent directors - specialists in the field of remuneration / social issues / corporate culture.

2.3.1. Higher education and (or) the degree of "Master of Business Administration" / "Doctor of Philosophy" and (or) additional education in the management field. Possess knowledge of human resource management / social development theory.

2.3.2. At least 3 (three) years of work experience in management bodies or executive bodies in holding structures/national companies and (or) experience in management bodies/executive bodies and (or) as a manager/partner in companies specializing in business or HR consulting, and (or) experience as an HR director / manager supervising the structural unit for HR / legal due diligence / corporate conflict resolution in Kazakhstani and international companies with an annual turnover of at least 20 million US dollars.

2.3.3. Have at least 5 years of experience in management positions / in the field of working with top and middle management personnel.

2.4. Special requirements for candidates for the position of independent directors - specialists in the field of investment management.

2.4.1. Higher education in finance, corporate finance, investment, investment management or investment analysis, additional education / professional certification in accounting / risk management / finance.

2.4.2. Knowledge in the field of evaluating the effectiveness of investment projects, principles of securities portfolio management, investment evaluation methods, financial accounting and reporting standards.

2.4.3. Work experience in the specialty in the field of investment activity for at least 7 years.

2.4.4. At least 3 (three) years of work experience in management bodies/executive bodies/in senior positions (positions that coordinate structural units and have the right to sign documents on the basis of which financial transactions are carried out) in financial organizations/holding structures/state bodies/international development banks/international financial/insurance companies/international and (or) Kazakh companies engaged in investment activities/bringing companies to the stock market with an annual turnover of at least 20 million US dollars.

2.5. Special requirements for candidates for the position of independent directors - specialists in the field of innovation development.

2.5.1. Higher technical / economic / financial education and (or) higher education in the field of management, additional training in the field of innovation management.

2.5.2. Total work experience of at least 7 years. At least 3 years of experience in leadership positions / as an expert in the field of innovation management.

2.5.3. Knowledge and practical experience in the field of evaluating the effectiveness of the development and implementation of innovations, knowledge of the principles of organization and financing of research activities.

2.5.4. Experience in managing innovative projects, implementing new ideas, initiating practical implementation and turning it into a viable cost-effective product and/or experience in developing new high-tech products to create consumer products with unique properties.

2.5.5. Knowledge of the current situation in the market of priority / basic industries of the Republic of Kazakhstan, as well as in the market of innovative products to determine and assess the needs of the market.

2.6. Special requirements for candidates for the position of independent directors - specialists in the field of entrepreneurship development.

2.6.1. Higher education, additional education in the field of management / finance / law.

2.6.2. Knowledge of the legislation of the Republic of Kazakhstan in the field of entrepreneurship.

2.6.3. Total work experience of at least 7 years. At least 3 years of experience in management positions in medium-sized enterprises.

2.6.4. Experience in creating from scratch / running (as an owner / partner / member of the managing or executive body / chief executive officer) a successful company (medium-sized business) that produces competitive products and (or) provides high-quality and in-demand services that has existed on the market for at least 5 years.

Requirements for the availability of certificates:

The presence of professional international certificates in the field of finance / audit / strategic management is encouraged.

Working conditions:

Form of employment: contract

Candidates wishing to take part in the competition for the position of an independent director send the following documents to email: hrd@baiterek.gov.kz :

1) an application of a candidate for participation in the competitive selection according to the attached sample;

2) a copy of the identity document of the candidate;

3) information about the candidate according to the attached form>>.

While selecting candidates for the Board of Directors, the following shall be considered:

1) work experience in managerial positions;

2) work experience as a member of the board of directors;

3) work experience;

4) education, specialty, including the availability of international certificates;

5) availability of competencies / managerial experience of at least 2 years in areas and industries (industries may vary depending on the asset portfolio);

6) business reputation;

7) the existence of a direct or potential conflict of interest;

8) availability of professional certification of the director "Certified director" (for independent directors).

A person cannot be elected to the Board of Directors:

1) who is a participant, head of the executive body, member of the management body or employee of a legal entity competing with the Bank;

2) previously committed a corruption crime;

3) having an outstanding or unexpunged conviction in accordance with the procedure established by the legislation of the Republic of Kazakhstan;

4) who was previously the chairman of the board of directors, the first head of the executive body, the deputy first head, the chief accountant of another legal entity, for a period not more than one year before the adoption of a decision on the forced liquidation or forced buyout of shares or conservation of another legal entity declared bankrupt, according to established order. The specified requirement shall apply within five years after the date of the decision on forced liquidation or forced buyout of shares or conservation of another legal entity declared bankrupt in accordance with the established procedure;

5) being a member of the board of directors of four or more companies;

6) found guilty by the court of committing crimes against property, in the field of economic activity or against the interests of service in commercial or other organizations, as well as exempted from criminal liability on the basis of paragraphs 3), 4), 9), 10) and 12) of part one article 35 or article 36 of the Criminal Procedure Code of the Republic of Kazakhstan for the commission of these crimes, until the expiration of 5 (five) years from the date of repayment or removal in the manner prescribed by law, a criminal record or exemption from criminal liability.

Deadline for submission of documents: Until September 11, 2023.