Corporate Secretary

Terms of reference — role and responsibilities

Meetings of the Supervisory Board and its Committees

• Maintain and publish, at the start of each calendar year, an annual calendar of meetings of the Supervisory Board and each of its Committees, together with a forward agenda of matters reserved for each meeting, mapped to the Company's statutory and regulatory deadlines.
• Convene meetings and issue formal notice in accordance with the Charter and applicable law.
• Prepare the agenda in consultation with the Chair or Deputy Chair, and ensure that every agenda item is supported by a written Board paper.
• Circulate the agenda, Board papers and all supporting annexes to members no later than seven working days before the meeting. Papers tabled later than this shall be identified as such in the minutes, and no resolution shall be adopted on a late-tabled paper without the express agreement of the members.
• Verify and record the quorum at the opening of each meeting and on each resolution, maintain the register of attendance, and administer written, absentee and electronic voting procedures.
• Maintain a register of matters reserved to the Supervisory Board, verify before each meeting that no such matter has been decided elsewhere, and identify to the Chair or Deputy Chair any resolution requiring shareholder, regulatory or governmental approval, tracking its subsequent filing.
• Maintain and report at each meeting an action log recording every instruction given by the Supervisory Board, the person responsible, the deadline and the status.
• Arrange, at the request of the Chair, the Deputy Chair or any member, closed sessions of the Supervisory Board without members of the Executive Body present, and minute them separately.
• Ensure that Board papers and minutes are available in the working languages of the Supervisory Board, and arrange interpretation and certified translation where required, so that no member is disadvantaged in the record.

Minutes and the record of proceedings

• Attend every meeting of the Supervisory Board and of its Committees and take the minutes.
• Record the matters actually discussed; every proposal made and the identity of the member who made it, in terms that reflect the proposal as made; the substance of any divergence of opinion, and not merely that opinions diverged; the resolutions put to the vote in the form voted upon; and the outcome of each vote, including abstentions and dissents.
• Annex to the minutes, in the form submitted, any written proposal submitted by a member, and record any proposal or dissent in the terms submitted by the member concerned where that member so requires.
• Circulate the draft minutes to all members within five working days of the meeting.
• Show every amendment proposed to a draft minute after circulation as a marked change, with the identity of the person proposing it, and recirculate to all members. Where the wording of a resolution is amended after the meeting, circulate the amendment to all members for approval before the minutes are finalised.
• Ensure that no minute is finalised, signed, filed or acted upon until approved by the members; that signature is by the Chair or Deputy Chair; and that no person other than the Corporate Secretary, acting on the instruction of the Supervisory Board, amends a draft or approved minute.
• Retain the audio recording of each meeting, where taken, until the minutes for that meeting have been approved.
• Maintain the official minute book and the register of resolutions, and ensure that every annex referred to in a resolution is attached to the minutes in the form tabled.

Governance, compliance and Board support

• Advise the Supervisory Board and its Committees on corporate governance, the Charter, company law and regulatory obligations.
• Maintain the Company's corporate governance framework, Board and Committee terms of reference, and the schedule of delegated authorities.
• Maintain the register of related-party transactions and the register of members' declared interests, and manage conflict-of-interest procedures.
• Coordinate the induction of new members and the annual Board and Committee performance evaluation.
• Act as the channel of communication between the Supervisory Board, the Executive Body, the shareholder and the regulator.
• Ensure timely and complete disclosure of information required by law, the Charter and the regulator.

Independence safeguards

• The Corporate Secretary shall have unrestricted access to Company records, to Management and to the Company's external auditors and advisers.
• The Corporate Secretary shall have a direct and confidential line of access to the Chair and Deputy Chair of the Supervisory Board and to the Chair of each Committee.
• The Corporate Secretary shall report immediately to the Chair or Deputy Chair any attempt to alter an approved minute, to withhold a Board paper, or to prevent a matter reserved to the Supervisory Board from being tabled.
• The Corporate Secretary shall not hold any executive position, and shall not be assigned duties by the Executive Body that conflict with the role.

Essential

• University degree in Law, Finance, Economics, or a related field
• Substantial post-qualification legal experience, a material part of it in corporate, commercial or financial services law
• Demonstrated knowledge of corporate governance, company law and regulatory compliance, including the OECD international corporate governance standards
• Demonstrated experience of supporting a Board or Board Committees, including the preparation of minutes
• Excellent drafting, minute-taking, communication and organisational skills
• Fluency in English and Russian, written and spoken
• The highest standards of integrity, professionalism, independence and confidentiality

Preferred

• Previous service as Corporate Secretary, Governance Officer or Board Legal Counsel
• Experience in insurance, financial services, an export credit agency or a state-owned enterprise
• A recognised corporate governance certification held at the date of appointment (see Section 4)
• Working knowledge of Uzbek

Disqualifying

• Current or recent employment in an executive role within the Company, or a reporting line to the Executive Body within the preceding two years
• Any undisclosed relationship with a member of the Executive Body, a member of the Supervisory Board or a material counterparty of the Company

Qualification, training and certification

The Company shall ensure that the Corporate Secretary possesses the qualifications necessary for the role, including knowledge of the international corporate governance standards issued by the OECD, through training and certification funded by the Company. Where the candidate appointed does not hold the required certification at the date of appointment, the successful candidate shall undergo training in corporate governance in accordance with the OECD international standards, provided by the Company, to be completed within six months of appointment and to constitute a condition of continued appointment.

• The Supervisory Board shall approve the training provider and the certification to be obtained, and shall be notified upon completion. The cost shall be borne by the Company and shall not be charged against the remuneration of the Corporate Secretary.
• The Corporate Secretary shall thereafter undertake annual continuing professional development in corporate governance, funded by the Company, and shall report on it as part of the annual performance evaluation.