PASHA_BANK ANNUAL REPORT 2021
General Information Financial Information and Risk Management Review Information on Management and Corporate Governance Principles Evaluations Regarding the Activities of the Board of Directors and the Committees Nomination and Remuneration Committee (*) The Nomination and Remuneration Committee was established to monitor and supervise remuneration policies, processes and practices on behalf of the Board of Directors for ensuring an independent and effective remuneration system in line with the provisions of the Banking Law and the Bylaw on the Banks’ Corporate Governance Principles. The Committee was composed of the members named below as at 31 December 2021. Name‑Surname Committee Position Farid Mammadov* Chairperson Jalal Gasimov Member H. Cenk Eynehan Member The Committee carried out its activities within the framework of the Nomination and Remuneration Committee Regulation that was enforced on 6 July 2021. The committee convenes as required by business needs, and at least once a year. (*) Pursuant to the Board of Directors decision intended to increase the efficiency of corporate governance, the Human Resources and Remuneration Committee was divided into two separate committees as of 01 February 2021: “HR Committee” and “Nomination and Remuneration Committee”. It was decided that the HR Committee would be composed of Farid Mammadov (Chairperson), Shahin Mammadov (Member), H. Cenk Eynehan (Member), and that the Nomination and Remuneration Committee would be composed of Farid Mammadov (Chairperson), Jalal Gasimov (Member), and H. Cenk Eynehan (Member). Board of Directors’ Evaluation of Committee Effectiveness In 2021, the Nomination and Remuneration Committee reviewed the Bank’s policies and practices regarding remuneration systematics and submitted its assessment report on such matters to the Board of Directors. On another note, the Committee reviewed key performance indicators for 2021 and suggested amendments thereto, performance scorecards of the CEO and Deputy CEOs, eligibility for the Bank’s bonus pool and payment of success bonuses to employees, the personnel promotions, the proposals to be made to the Board of Directors regarding the payments to Board Members and Executive Managers, annual increase rates on fixed salaries and fringe benefits of the Bank’s employees and the annual report, which includes the Bank’s remuneration policies and practices for the period January‑December 2020, the policies implemented within the Group, and the proposal for the candidate independent board member. The committee held two meetings, one of which was with physical attendance, during the accounting period. Meeting Dates Number of Attending Members Type of Meeting 04 April 2021 3 Videoconference 24 September 2021 3 Physical Attendance
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