Independent Director

Baiterek Holding announces an open position for Independent Directors within the Board of Directors of the Development Bank of Kazakhstan.

Position title: Independent Director

Company name: Board of Directors of Development Bank of Kazakhstan (hereinafter referred to as the Bank)

1. Qualification requirements:

1.1. A candidate for the position of Independent Director must:

1.1.1. Meet the criteria of an independent director as per the Law of the Republic of Kazakhstan "On Joint Stock Banks."

1.1.2. Possess comprehensive knowledge of key aspects relevant to organizations comparable in scope and nature to the Bank, demonstrate international experience in a related industry, and have a professional track record of at least 2 (two) years preceding nomination. This includes an understanding of:

1) Legal requirements related to the Bank's operations.

2) Competitive landscapes in national and international markets.

1.1.3. Exhibit the ability to analyze and impartially evaluate information, formulate independent positions based on principles of legality, fairness, and equal shareholder treatment. Demonstrate effective communication skills to express and defend viewpoints.

1.1.4. Familiarity with corporate governance and sustainable development principles.

1.1.5. Maintain an impeccable reputation with positive achievements in the business and/or industry. The candidate's biography should be free of any involvement in economic crimes or administrative offenses in business activities.

1.1.6. Dedicate sufficient time to engage in the Board of Directors' work, both during meetings and in studying materials beforehand.

1.1.7. Hold membership in no more than 3 (three) other boards of directors.

1.1.8. Undertake an annual confirmation of independence, promptly informing the company of any changes in independent director status.

2. Special requirements:

2.2. Special requirements for Independent Directors - Finance, Audit, and Control Specialists:

2.2.1. Hold a Bachelor’s Degree in economics and/or finance, along with additional education/professional certification in financial management, financial analysis, accounting, taxation, audit, or risk management.

2.2.2. Accumulate a minimum of 7 years of experience in the field.

2.2.3. Possess at least 3 (three) years of experience in managerial or executive roles in financial organizations, holding structures, government bodies, international financial organizations, or financial services regulation.

2.3. Special requirements for Independent Directors - Remuneration/Social Issues/Corporate Culture Specialists:

2.3.1. Hold a Bachelor’s or a Master’s Degree in business administration/PhD in philosophy, with additional education in management. Demonstrate knowledge of human resource management and social development theory.

2.3.2. Have a minimum of 3 (three) years of experience in leadership roles within management or executive bodies of holding structures/national companies. Alternatively, possess experience in management or executive bodies, or serve as a manager/partner in companies specializing in business or HR consulting. Additionally, demonstrate experience as an HR director/manager overseeing a structural unit focused on HR/legal expertise and corporate conflict resolution in both Kazakh 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 or working with personnel on senior or middle level.

2.4. Special requirements for Independent Directors - Investment Management Specialists:

2.4.1. Hold a Bachelor’s Degree in finance, corporate finance, investment, investment management, or investment analysis, coupled with additional education or professional certification in accounting, risk management, or finance.

2.4.2. Demonstrate expertise in assessing the effectiveness of investment projects, familiarity with principles of securities portfolio management, investment evaluation methods, and adherence to financial accounting and reporting standards.

2.4.3. Accumulate a minimum of 7 years of work experience in the field of investment activity.

2.4.4. Have a track record of at least 3 (three) years in managerial or executive roles, particularly those coordinating structural units with the authority to sign documents facilitating financial transactions. This experience should be gained in financial organizations, holding structures, government bodies, international development banks, international financial/insurance companies, or international and/or Kazakh companies engaged in investment activities or bringing companies to the stock market, with an annual turnover of at least 20 million US dollars.

2.5. Special requirements for Independent Directors - Innovation Development Specialists:

2.5.1. Hold higher technical, economic, or financial education, and/or higher education in management, with additional training in innovative management.

2.5.2. Possess a cumulative work experience of at least 7 years, with a minimum of 3 years in managerial positions or as an expert in innovation management.

2.5.3. Demonstrate knowledge and practical experience in assessing the effectiveness of developing and implementing innovations, and understanding the principles of organizing and financing research activities.

2.5.4. Showcase a history of managing innovation projects, initiating practical implementation, and successfully transforming ideas into viable, cost-effective products. Alternatively, exhibit experience in developing new products based on advanced technology, resulting in consumer products with unique properties.

2.5.5. Display a comprehensive understanding of the current market situation in the priority/basic industries of the Republic of Kazakhstan, as well as the market for innovative products, enabling the determination and assessment of market needs.

2.6. Special requirements for Independent Directors - Business Development Specialists:

2.6.1. Possess higher education, with additional qualifications in management, finance, or law.

2.6.2. Demonstrate knowledge of the legislation of the Republic of Kazakhstan pertaining to entrepreneurship.

2.6.3. Accumulate a total work experience of at least 7 years, with a minimum of 3 years in managerial positions within medium-sized businesses.

2.6.4. Show a history of creating or running successful companies from inception (as an owner/partner/member of the managing or executive body/first manager). This includes the production of competitive products and/or the provision of high-quality, in-demand services, with a market existence of at least 5 years.

3. Personal and business competencies:

1. Motivation with an internal value of "giving" and a willingness to volunteer.

2. Professional competence within the framework of the company's activities.

3. Key competencies: ethics, teamwork, responsibility, strategic vision, active participation.

4. Working conditions:

Hiring form: contract.

5. Candidate selection criteria:

1) Experience working in managerial or executive roles.

2) Board of directors experience.

3) Work experience.

4) Education, specialization, and international certificates.

5) Competencies/management experience of at least 2 years in relevant areas and industries.

6) Business reputation.

7) Direct or potential conflicts of interest.

8) Professional director certification "Certified Director" for independent directors.

6. Ineligibility:

A person cannot be elected to the board of directors if they:

1) Are associated with a legal entity competing with the Bank.

2) Have a history of corruption crimes.

3) Possess a criminal record that hasn't been expunged.

4) Held positions such as the chairman of the board of directors, the first head of the executive body, the deputy first head, or the chief accountant in a different legal entity within one year before the decision on forced liquidation, forced repurchase of shares, or conservation of this legal entity declared bankrupt. This restriction applies for a period of five years following the date of the decision on forced liquidation, compulsory redemption of shares, or conservation of another legal entity declared bankrupt in accordance with the prescribed procedure.

5) Serve on the board of directors of four or more companies, excluding representation of the sole shareholder.

Candidates interested in the position of Independent Director should submit the following documents to a.zhaparova@baiterek.gov.kz:

1) A completed application according to the attached sample.

2) A copy of the candidate's identity document.

3) Information about the candidate according to the attached form.

Deadline for document submission: January 21, 2024 inclusive.

Application. Statement of consent and Information about the candidate