Board assessment services for Bank of Azerbaijan

Board assessment services for Bank of AzerbaijanThe objective of the task was to assess board of "Bank of Azerbaijan" JSC. The board of directors is the first level of supervision over the activities of the bank and its management. The board is ultimately responsible for the activities and results of the bank, for the maintenance of stability and financial soundness. There are a number of requirements for members of the supervisory board of a bank. An absolute requirement is that they have high qualifications, clearly understand their role in the supervision of the bank and are able to assess the matter in a balanced manner. It is necessary to keep formal rigorous assessments of the board and its members, and the report of the assessment should be available (some codes of governance are explicitly the requirement for such assessments at least once a year). This is to ensure that the board (and its individual members) fulfills its task due, and it includes the persons characterized by professionalism, meeting the specific requirements of the supervised company.

Key project information

  • Country:

    Azerbaijan

  • Financing/Donor:

    Bank of Azerbaijan JSC

  • Client/Project Beneficiary:

    Bank of Azerbaijan JSC

  • Project Size:

    Small (<$50k)

  • Contractor type:

    Solo contractor

  • Contract period:

    May 2015 - July 2015

Assignments delivered by Prima

PRIMA experts conducted a review of board structures, practices, and policies and prepared a report identifying the board’s strengths and weaknesses and how corporate governance might be improved.

The review was not a cookie cutter. PRIMA was not just applying a checklist of “best practices” that could apply to any bank or savings institution. We wanted to gain a practical understanding of how the board was governing itself, how it was working, and how it could be improved.

We provided final report including comments and recommendations. There was no singling out of individual directors or officers. The report was designed to be constructive, not destructive. The review was based on, among other things, the following:

  • A comprehensive questionnaire identifying existing corporate governance practices
  • A questionnaire on the attitudes of individual board member
  • Board reports, board packages, board minutes, articles of incorporation and bylaws
  • Committee reports, committee packages, and minutes from typical committee meetings
  • Interviews with all of the board members and the CEO

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