President Ilham Aliyev issues decree to improve Azer-Turk Bank governance

On July 16, President of the Republic of Azerbaijan Ilham Aliyev signed a Decree on improving the governance of AzerTurkBank OJSC.

Under the Decree, in connection with the implementation of the Order of the President of Azerbaijan No. 2907 dated September 22, 2021 "On the transfer of Azer-Turk Bank OJSC and the State Insurance Commercial Company to the management of the Azerbaijan Investment Holding" and the settlement of several issues arising from this, it is decided:

1. To the extent that the state's shares in the authorized capital of Azer-Turk Bank OJSC (hereinafter referred to as the Bank) allow the right to participate on behalf of the state in resolving issues related to the powers of the general meeting is assigned to:

1.1. To the President of the Republic of Azerbaijan:

1.1.1. Sale, reorganization and liquidation of the Bank;

1.2. To Azerbaijan Investment Holding (AIH), with the President's agreement:

1.2.1. Election and early termination of the Supervisory Board members of the Bank, including the Chairman;

1.2.2. Election and early termination of the head of the Bank's executive body;

1.2.3. Approval of transactions with related parties exceeding 5% of the Bank's assets, as determined by an independent auditor;

1.2.4. Decisions on increasing or decreasing the Bank's authorized capital, determining share issuance terms, and approving significant stake acquisitions;

1.2.5. Approval of annual financial statements audited by an independent auditor and recommended by the Audit Committee, as well as decisions on profit reserves and dividend payments;

1.2.6. Approval of the Bank's Charter and any amendments;

1.2.7. Decisions on establishing, terminating, or acquiring subsidiary economic entities or other banks.

1.2.8. Resolution of other matters within the general meeting's authority as defined by the Civil Code of the Republic of Azerbaijan, the Law of the Republic of Azerbaijan “On Banks,” and the Bank's Charter, in accordance with points 1.1 and 2.2 of this decree.

2. It is determined that:

2.1. The Bank's general management and control are exercised by a Supervisory Board of three members, including the Chairman.

2.2. The Supervisory Board's powers are defined in Articles 24.1.2–24.1.6, 24.1.7 (regarding the election and removal of the executive body, including its deputy heads), and 25 of the Law of the Republic of Azerbaijan “On Banks.”

3. Azerbaijan Investment Holding shall address issues arising from this Decree.