Corporate Governance

Committee composition

George
Rublee

Chairman

Dariusz
Kacprzyk

Member

Andrea
Hagmann

Member

George Rublee

Chairman

[email protected]  |  151

George Rublee has been appointed a member of the Supervisory Board of AccessBank since May 2019. Mr. Rublee was nominated by the Asian Development Bank, where he has been working since 2010. He has 30 years of international banking experience and has served on boards of private companies since 1995. Prior to joining the Asian Development Bank, Mr. Rublee had worked at LCF Rothschilds, WestLB, and UBS primarily focused on project finance and debt advisory.

Mr. Rublee graduated from the School of Foreign Service at Georgetown University in Washington D.C. He speaks English, German, and Spanish.

E-mail: [email protected]
Tel: 151

Dariusz Kacprzyk

Member

[email protected]  |  151

Dariusz Kacprzyk has been appointed member of the Supervisory Board of AccessBank since May 2019. Mr. Kacprzyk was nominated by the European Investment Bank. He held senior positions in various Polish banks. Currently is the Trustee appointed by Polish Financial Supervision Authority in one of the systemically important (banking) institution. Mr. Kacprzyk has a bachelor's degree in the Domestic Trade and Service faculty at Warsaw School of Economics (SGH) and Master’s degree in the faculty of Management at Warsaw University. He was awarded an MBA degree at International School of Management and completed the Advanced Management Programme at IESE.

He speaks Polish, English, German, Spanish and Russian.

E-mail: [email protected]
Tel: 151

Andrea Hagmann

Member

[email protected]  |  151

Andrea Hagmann has been appointed member of the Supervisory Board of AccessBank in December 2019 by the General Assembly of Shareholders.
Ms. Hagmann has extensive experience in financial services for more than twenty five years. She currently serves as Member of the Board of Directors and the Investment Committee of the European Fund for Southeast Europe (since 2019), Member of the Board of Directors of SANAD Fund (Middle East and North Africa) for Micro and SMEs (since 2017) and Member of the Board of Directors of Microfinance Enhancement Facility (since 2009). Her previous business experience and voluntary activities  included also service as a Member of the Executive Board of the Development Bank of Austria, (2008-2017), Member of the Supervisory Board of Raiffeisenbank, Wolkersdorf (since 2019), Member of the Supervisory Board of Hilfswerk International (Austria’s leading non profit organization) (since 2018), as well as various senior positions at Oesterreichische Kontrollbank AG, Austrian´s export credit agency (1991 – 2007).
Ms. Hagmann holds a Master’s degree in commercial science from Vienna University of Economics and Business Administration.

E-mail: [email protected]
Tel: 151

Corporate Governance and Remuneration Policy

Key functions:

Regarding corporate governance, the Committee:
  • Monitors compliance of the Bank’s organizational and management structure with corporate governance standards;
  • Reports to the Supervisory Board on detected incompliances with corporate governance standards and their causes,
  • Makes proposals to the Supervisory Board on elimination of detected incompliances and improvement of corporate governance;
  • Makes proposals to the Supervisory Board on the introduction of amendments to the Legislation regarding corporate governance standards;
  • Ensures timely disclosure and accuracy of information to be disclosed to the public about the Bank's corporate governance;
Regarding the remuneration, the Committee:
  • Prepares a remuneration policy (the “Remuneration Policy”) and present it to the Supervisory Board for approval considering the paragraph 6 of the present Statutes;
  • Prepares internal remuneration procedure (the “Internal Remuneration Procedure”) for implementation of the Remuneration Policy;
  • Sets the compensation of the Bank Secretary;
  • Submits proposals to the Supervisory Board on the amount of the annually proposed rewards and bonuses, as well as on the amount of remuneration to the Management Board in accordance with the Incentive Policy for Executives and Legislation;
  • Submits proposals to the Supervisory Board any other specific remuneration arrangements it considers necessary or desirable for stimulating and/or encouraging the officers and employees of the Bank;
  • Assesses the implementation of key performance indicators on special category employees;
  • Monitors the remuneration process, also evaluates the efficiency of the remuneration system together with the Risk Management Committee at least once a year, and if necessary prepare reports for the Supervisory Board about its findings and make proposals to the Supervisory Boards concerning the amount of such remuneration;
  • Overviews and supervises the implementation of Remuneration Policy, Internal Remuneration Procedure, specific remuneration arrangements if any, and any other issues related thereto.
  • Reviews the Bank’s specific remuneration arrangements on a periodic base, if any;
  • Ensures the performance-based remuneration efficiently focuses on the long-term success of the Bank and is not able to be manipulated through short-term reporting mechanisms;
  • Reviews the effect of internal and external events on the remuneration policy and process;
  • Ensures the compliance with the Remuneration Policy and Internal Remuneration Procedure;
  • To the extend required under the legislation of the Republic of Azerbaijan, prepares a report about remuneration at the Bank in accordance with the Legislation, the Charter and internal rules of the Bank, and supervises compliance with existing provisions regarding disclosure of remuneration information at banks.
Regarding appointments, the Committee:
  • Provides recommendations and opinions on new and potential candidates for membership of the Supervisory Board, the Management Board and Supervisory Board committees;
  • Monitors the staffing of the Supervisory Board, its committees, and the Management Board;
  • Establishes criteria for the appointment, duties, and remuneration of independent members of the Supervisory Board and Supervisory Board committees;
  • Establishes criteria for the selection of an independent external expert for ensuring an opportunity to use independent external expert services by the Supervisory Board members if required with the Legislation;
  • The Committee shall ensure the compliance with any applicable laws and the Charter of the Bank relating to remuneration and corporate governance.
  • Unless disclosure is required under the Legislation or approved or required by the Supervisory Board, each members of the Committee shall keep confidential all the information concerning the remuneration at the Bank that he/she received while acting as a member of the Committee and shall not disclose such information to any third parties.
  • Notwithstanding Article 5.5 above, the Committee may disclose such confidential information to remuneration and corporate governance consultants and advisors specified in the present Statutes, provided that such disclosure is necessary and desirable for performance of their duties and such consultants and advisors undertake in writing to keep confidentiality of such information

Updated: 18.12.2024