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Corporate governance

The key principles of corporate governance at the Bank are reflected in Kapital Bank's Corporate Governance Code. The Bank supports relations with state agencies, shareholders, employees, partners and customers.

Corporate governance serves to further improve relations between the Bank's managers and shareholders. This, in turn, ensures increased efficiency in all areas of the Bank's operations. In addition to enhancing the important role of corporate governance, the Bank also pays special attention to the development of corporate culture and corporate ethics.

Adherence to ethical principles and trust in basic values shapes and preserves corporate culture at Kapital.

Here you can find more detailed information about corporate governance and corporate culture at Kapital Bank.

Committees, Commissions and Groups

Disciplinary Commission

Decides to provide the employer with proposals on bringing the bank's employees to disciplinary responsibility in case of non-fulfillment of their obligations established by the Labor Code and other legal acts, abuse of rights or non-fulfillment of obligations under a labor contract.

Data Management Commission

Responsible for identifying the owners of data fields, ensuring inter-field coordination, resolving disputes in the field of data management and quality control.

Asset and Liability Management Commission

In accordance with Bank’s internal rules, determines directions and targets of liquidity and market risks management, as well as financial resources, determines liquidity, efficient asset and liability management strategy of the Bank, as well as helps the Board of Directors in carrying out daily activities of the Bank in the field of asset and liability management.

Central Expertise Commission

The main purpose of the commission is to carry out the examination of documents in the Bank and to provide guidance and methodical assistance in the examination work.

Emergency situations commission

The main purpose of the commission is to organize emergency rescue and other urgent work on the prevention of emergency situations in the territories owned by the bank, as well as in the areas used by the bank, as well as the elimination of their consequences.

Invertarization Commission

The commission was established for the purpose of discovering the actual existence of the Bank's property, reconciling the actual existence of the property with accounting information, checking the full reflection of liabilities in the accounting, checking the correct reflection of the property valuation, and determining the state of the property on the inventory date.

Compliance Commission

The Compliance Commission of "Kapital Bank" Open Joint Stock Company operates on the basis of the Law of the Republic of Azerbaijan "On Banks", the Law of the Republic of Azerbaijan "On the fight against the legalization of money or other property obtained through crime and the financing of terrorism", other legal acts and this Regulation. The purpose of the creation of the commission is to conduct discussions on compliance issues and make prompt decisions.

Financial Incentive Commission

Created in order to comply with the main provisions of the remuneration policy and recommendations of the Board of Directors.

Credit Commission

In accordance with the adopted credit policy of the Bank, it manage credit risks (here “credit” refers to the term of “Bank loan”, provided by the law “On banks”), make decisions on issuing loans, as well as changing the terms of the issued loans within its competence.

Medium Credit Commission

In accordance with the adopted credit policy of the Bank, it manage credit risks (here “credit” refers to the term of “Bank loan”, provided by the law “On banks”), make decisions on issuing loans, as well as changing the terms of the issued loans within its competence.

Small Credit Commission

In accordance with the adopted credit policy of the Bank, it manage credit risks (here “credit” refers to the term of “Bank loan”, provided by the law “On banks”), make decisions on issuing loans, as well as changing the terms of the issued loans within its competence.

Microcredit Committee

The Committee is a collegial body created to manage credit activities in the bank (consideration of applications for microcredits, other products for microbusiness approved by the Board of Directors, and applications for restructuring under standard and non-standard conditions (interest rate, term, fee, amount, collateral, etc.).

Mortgage Loan Committee

The main purpose of the Committee is to provide assistance to the Board of Director in the field of credit (mortgage loans and their restructuring, as well as restructuring carried out in relation to mortgage loans issued to individual customers at the expense of the Mortgage and Credit Guarantee Fund of the Republic of Azerbaijan (MCGF)) risk management in accordance with the adopted credit policy.

Retail Credit commission

The main purpose of the Committee is to assist the Board of Directors in managing credit (consumer loans in the amount that the Сommittee can consider and make decisions within the powers granted to the Committee by the Board of Directors and/or the Supervisory Board) risks in accordance with the adopted credit policy.

Procurement Commission

In accordance with the procurement policy of the Bank, works on the effective and economical use of funds, the conclusion of contracts of sale on favorable terms for the Bank, the protection of property interests of the Bank and risk management in the field of procurement.

Service weapons management commission

The Commission is responsible for solving the issues related to checking the relevant knowledge and skills of the employees of the Bank who have been conscripted, as well as those who are expected to be conscripted in the future, to prepare and teach a training program for the purpose of educating the employees, with the participation of the employees of the local police body of the Ministry of Internal Affairs, to improve the knowledge and skills of the employees. it is a collegial body created to ensure verification and evaluation, to ensure the lifting of the decree on the issuance by the MIA of the certificate confirming the right to keep, carry and use the service weapon for its intended purpose.

Model Risk Management Commission

The main purpose of the commission is to implement the requirements of regulatory documents related to risk policy and models and to propose changes to them, as well as to approve model plans and make a decision on the algorithm of new models or currently used models.

Investment Commission

The purpose of the Commission is to continuously increase the bank's assets by investing, placing them in various financial instruments and obtaining interest and trading (dealing) profits through effective management.

Large Credit Committee


• make appropriate decisions on behalf of the Bank within the limits determined by the Supervisory Board regarding loans and documentary transactions, as well as approving changes to their terms and restructuring within the established limits;
• provide opinions and recommendations on the Bank's credit policy to the Supervisory Board;
• report on its activities to the Supervisory Board annually.

Audit Committee


• exercise the powers stipulated by the Laws on Banks, as well as on Internal Audit of the Republic of Azerbaijan;
• oversee the improvement of the bank's accounting policy;
• oversee the transparency, integrity of the bank's financial statements, compliance of the bank's activities with the laws and the requirements of these Standards;
• review the recommendations of external audit and other third parties on the effectiveness of internal control and risk management systems in the Bank;
• submit the approved internal audit plans to the Central Bank of the Republic of Azerbaijan in the manner prescribed by legal acts;
• require immediate notification to the external auditor of significant facts and events discovered during the audit;
• regarding the external auditor, ensure timely and complete provision of all significant information about the activities of the bank and its subsidiary companies, as well as bank documents, to the external auditor;
• submit to the Central Bank of the Republic of Azerbaijan a report on the internal audits conducted at the Bank during the year,
• ensure the provision of information regarding individual internal audits to the Central Bank of the Republic of Azerbaijan upon its request.

Oqtay Hasanov

Chairman of the Audit Committee

Narmin Isgandarova

Member of the Audit Committee

Svetlana Aliyeva

Member of the Audit Committee

Nomination and Rewards Committee


• oversee the compliance of the Bank's organizational and management structure with corporate governance standards, inform the Supervisory Board about identified non-compliances and their reasons, and provide recommendations to the Supervisory Board for the elimination thereof and improvement of corporate governance;
• provide proposals to the Supervisory Board regarding the implementation of legal changes related to corporate governance;
• ensure timely and transparent disclosure of public information on the bank's corporate governance;
• oversee the remuneration process, including assessing the effectiveness of the remuneration system jointly with the Risk Management Committee at least annually;
• provide proposals on the amount of remuneration to the relevant management body of the Bank;
• evaluate the fulfillment of key performance indicators for employees belonging to a special category;
• review the impact of internal and external events on the Bank's remuneration policy and process;
• make recommendations and opinions on new and potential candidates for membership of the Supervisory Board, Board of Directors and committees of the Supervisory Board;
• supervise the process of forming personnel for the Supervisory Board, its committees, and the Board of Directors;
• determine the appointment, duties and criteria for the payment of remuneration of independent members of the Supervisory Board and committees of the Supervisory Board.

Jalal Gasimov

Chairman of the Nomination and Rewards Committee

Shahin Mammadov

Member of the Nomination and Rewards Committee

Aytan Abbasli

Member of the Nomination and Rewards Committee

Farid Mammadov

Member of the Nomination and Rewards Committee

Javid Mirzayev

Member of the Nomination and Rewards Committee

Risk Management Committee


• Submit to the Supervisory Board for review and approval the risk appetite statement, risk management policy and procedures, risk limits, as well as any proposed changes to them.
• Make recommendations to the Supervisory Board on current and future risk appetites of the Bank on aggregate and individual risk types;
• Review the Bank's risk management policy at least annually;
• Ensure the existence of procedures in line with the risk management policy and oversee the implementation of the risk appetite statement by the Board of Directors;
• Report to the Supervisory Board on the status of risk culture of the Bank;
• Cooperate with the chief risk officer and oversee their activities;
• Monitor the alignment of the bank's goals in managing capital and liquidity, as well as all bank-specific risks including credit, market, transaction, reputation, and other risks, with the bank's risk appetite;
• Receive reports from the chief risk officer and relevant structural units on the bank's current risk profile, the current state of the risk culture, risk appetite, usage of risk limits, instances of breaching risk limits, and measures taken to mitigate risks.

Farid Mammadov

Chairman of the Risk Management Committee

Asaf Huseynov

Member of the Risk Management Committee

Ruslan Mammadov

Member of the Risk Management Committee

Group of Strategy and Budget Expertise

Within its competence controls the preparation and implementation of Business Plan of the Bank, provides feedback and suggestions to the Supervisory Board on the preparation and effective implementation of the bank's budget in accordance with the goals determined in the Business Plan.

Group of Human Resources Experts

The Committee is formed to conduct preliminary examination and provide recommendations to the Supervisory Board with respect to priority tasks of the human resources policies of the bank.

Audit Committee members

Regulates the audit work in the Bank, Oversees the Bank's financial and economic activities, Monitors the Bank's compliance with regulatory and legal acts, internal procedures, rules and regulations on the Bank's financial and economic activities, Assists the Supervisory and Executive Board in ensuring the existence and adequacy of the Bank's proficient control system.

Ethical conduct code

These guidelines regulate the conduct of employees at the Bank. They serve to improve the Bank’s image and define cultural, ethical and legal values for its employees.

The ethical conduct guidelines, first and foremost, ensure supervision of employees’ conduct, allow applying their skills in different areas within their expertise, and offer effective tools for ensuring adherence to the described norms.

Cultural values encompass employees’ conduct both at and outside of work, as well as their public activities.

Ethical values encompass preserving the Bank’s image, attitude towards the Bank’s property etc.

Legal values encompass attitude towards laws and regulations, compliance with the Bank’s internal procedures, maintaining the confidentiality of sensitive information etc.

Professional etiquette encompasses conduct and behavior in a professional setting. Professional etiquette is based on respect, care, kindness and consideration in relations with people. Every employee at the Bank should strictly observe the rules of subordination.

Approach to customers

Professional services

Proper, just and impartial attitude

Timely performance of duties

Ensuring confidentiality of information about customers

Caring for customers

Constantly improving the quality of products and services, and setting appropriate prices

Promoting products and services in an appropriate and unbiased manner

Understanding customer’s thoughts, feelings and impressions

Viewing customers’ personalities in a positive way – regardless of the customer’s faults, they should be treated as people and with respect.

Trying to reach mutual agreement and understanding with customers, as well as to further develop the partnership.

Attitude towards competitors

Competitors should be viewed with respect, and unhealthy competition should be avoided

Terms of confidentiality

As this Code covers all activities at the Bank, employees should keep the following information strictly confidential:

Bank’s information of personal nature

Guidelines related to bank secrecy

Information about the Bank’s customers

Information about the Bank’s staff

Information that concerns state security, available to Bank’s employees due to their position etc.

Updated: 12.02.2024