Resolution of the Board of the National Bank of the Kyrgyz Republic No. 17/1 of 17 April 2012 on Minimum Qualification Requirements for Officials of the Specialized Financial and Credit Institution - Successor of LLC "FKRPCU" and the Procedure for Their Approval by the National Bank of the Kyrgyz Republic

LOST FORCE in accordance with resolution of the Board of the National Bank of the Kyrgyz Republic of 15 June 2017 No. 2017-P-12/25-10-(NFCI)

NATIONAL BANK OF THE KYRGYZ REPUBLIC

RESOLUTION

of 17 April 2012 No. 17/1

Procedure for approval of officials of the specialized financial and credit institution OJSC "Financial Company of Credit Unions"

(As amended by resolutions of the Board of the National Bank of the Kyrgyz Republic of 24 December 2014 No. 58/16, 16 September 2015 No. 53/10)

In accordance with Articles 7 and 43 of the Law of the Kyrgyz Republic "On the National Bank of the Kyrgyz Republic" and Articles 4 and 25-1 of the Law of the Kyrgyz Republic "On Banks and Banking Activity in the Kyrgyz Republic", taking into account the decision of the conciliation commission on transformation of "OJSC "FC CU"" of 11 April 2012, the Board of the National Bank of the Kyrgyz Republic

RESOLVES:

1. To approve the Procedure for approval of officials of the specialized financial and credit institution OJSC "Financial Company of Credit Unions" (attached).

(As amended by resolution of the Board of the National Bank of the Kyrgyz Republic of 16 September 2015 No. 53/10)

2. To publish this resolution on the official website of the National Bank of the Kyrgyz Republic.

3. This resolution enters into force from the moment of publication.

Published in the journal "Normative Acts of the National Bank of the Kyrgyz Republic", No. 2/2012

4. The Supervision Methodology and Licensing Department shall bring this resolution to the attention of LLC "FKRPCU".

5. After official publication, the Legal Department shall send this resolution to the Ministry of Justice of the Kyrgyz Republic for inclusion in the State Register of Normative Legal Acts of the Kyrgyz Republic.

6. Control over the execution of this resolution shall be assigned to the Deputy Chairman of the Board of the National Bank Chokoev Z.L.

Chairman	Z. Asankozhoeva

	Annex to the resolution of the Board of the National Bank of the Kyrgyz Republic of 17 April 2012 No. 17/1

PROCEDURE for approval of officials of the specialized financial and credit institution OJSC "Financial Company of Credit Unions"

(As amended by resolutions of the Board of the National Bank of the Kyrgyz Republic of 24 December 2014 No. 58/16, 16 September 2015 No. 53/10)

1. A candidate for the position of Chairman and member of the Board of Directors of the SFCI, Chairman of the Audit Committee, member of the Audit Commission must meet the following requirements:

1) have higher education;

2) possess knowledge in the field of banking legislation, including legislation on credit unions, and corporate governance;

3) know the business plan and development prospects of the SFCI;

4) there must be no court decision prohibiting the candidate from working in the financial and credit system;

5) there must be no conviction of the candidate by a court for committing crimes in the economic sphere and for official crimes;

6) there must be no acts of authorized bodies recognizing the candidate as involved in actions (inaction) as a result of which the license of a bank/financial and credit institution was revoked.

The work experience of a candidate for the position of Chairman of the Board of Directors and Chairman of the Audit Committee in the financial and credit system must be at least one year.

At least one of the members of the Board of Directors must be an invited expert specialist in the field of financial and credit activity (not a shareholder/founder and not another affiliated (related) person), who has not previously worked at OJSC "FCCU", has at least 5 years of work experience in the banking sector, possesses skills in analyzing the system of credit unions and the activities of OJSC "FCCU", developing methodology and strategy for the development of credit unions and OJSC "FCCU", has certificates of training on issues of credit union activity and at least two recommendations from persons working or having worked in the financial and credit sphere (except for recommendations from employees of the National Bank, from close relatives of the candidate, from managers and employees of the SFCI itself).

(As amended by resolution of the Board of the National Bank of the Kyrgyz Republic of 16 September 2015 No. 53/10)

1-1. The majority of members of the Board of Directors of "OJSC "FCCU"" must be independent. The independence of members of the Board of Directors must be maintained for the entire period of work on the Board of Directors of "OJSC "FCCU"". Independence means that:

1) the person is not or has not been during the last three years an employee or official of OJSC "FCCU" and/or is not a close relative (parents, children over 16 years old, spouse, brothers, sisters) of the specified persons, and also must not be a member of a credit union-shareholder of OJSC "FCCU";

2) the person is not a close relative of a member of OJSC "FCCU" owning more than 5% of shares of OJSC "FCCU";

3) significant commercial, business or financial relations of this person with OJSC "FCCU" and/or another legal entity having common interests with OJSC "FCCU" do not affect the ability of this person to make objective decisions in the interests of OJSC "FCCU". At the same time, an independent member of the Board of Directors must not:

a) be a borrower or a member of a credit union-borrower of OJSC "FCCU";

b) be a member of the executive (supervisory) body or another official of a credit union-borrower of OJSC "FCCU";

c) be an official of a legal entity having common interests with OJSC "FCCU" or being a creditor of OJSC "FCCU";

d) provide goods and services to OJSC "FCCU", the total annual amount of which exceeds 1% of the total annual gross income of this person;

e) be a close relative of any person specified in subparagraphs a)-d) of this paragraph.

(As amended by resolution of the Board of the National Bank of the Kyrgyz Republic of 16 September 2015 No. 53/10)

2. A candidate for the position of member of the Management Board, chief accountant, head of the internal audit service or internal auditor must meet the following requirements:

1) have higher education;

2) have the following work experience:

• for a candidate for the position of Chairman of the Management Board - at least three years in the financial and credit system, including in managerial positions - at least one year.

A candidate for the position of Chairman of the Management Board must also possess:

a) skills in analyzing the activities of OJSC "FCCU" and the system of credit unions as a whole;

b) have knowledge on issues of credit union activity, confirmed by a certificate/attestation of completion of training, and have at least two recommendations from persons working or having worked in the financial and banking sphere (except for recommendations from employees of the NBKR, from close relatives of the candidate, from managers and employees of OJSC "FC CU" itself);

c) must not be a member or official of a credit union during the last 3 years at the time of his appointment as Chairman of the Management Board of OJSC "FCCU";

• for a candidate for the position of member of the Management Board - at least two years in the financial and credit system;

• for a candidate for the position of chief accountant, head of the internal audit service or internal auditor - at least one year in the financial and credit system;

3) have knowledge in the field of legislation regulating the activities of financial and credit institutions, risk management and corporate governance;

4) know the business plan of the SFCI;

5) absence of a court decision in relation to the candidate prohibiting work in the financial and credit system;

6) absence of a conviction of the candidate by a court for committing crimes in the economic sphere and for official crimes;

7) absence of acts of authorized bodies in relation to the candidate recognizing him as involved in actions (inaction) as a result of which the license of a bank/financial and credit institution was revoked.

(As amended by resolution of the Board of the National Bank of the Kyrgyz Republic of 16 September 2015 No. 53/10)

3. Within ten working days from the moment of election/appointment of a candidate, the SFCI must submit to the Supervision Methodology and Licensing Department (SMLD) a notification of election/appointment and/or changes with the attachment of the following documents:

• a certified copy of the minutes of the meeting of the authorized management body that adopted the decision on the election of the candidate or release from duties;

• a certified copy of the order on the appointment of the candidate as acting. Subsequently, after the National Bank adopts a decision on the candidate's compliance with the established requirements, the SFCI submits a copy of the order on his appointment;

• a questionnaire in the established form (paragraph 5);

• cards with specimen signatures of the chairman of the Board of Directors of the SFCI, his deputy, members of the Management Board having the right of first signature on SFCI documents, and the chief accountant, certified by a notary (upon creation of the SFCI and subsequently - upon change);

• candidates for the positions of Chairman of the Management Board and chief accountant additionally submit at least two recommendations from persons working or having worked in the financial and credit sphere (at the same time, provision of recommendations from employees of the National Bank, from close relatives of the candidate, from managers and employees of the SFCI itself is not allowed).

If the candidate is a non-resident of the Kyrgyz Republic, the SFCI must within 30 calendar days submit to the SMLD a notification of election/appointment and/or changes with the attachment of the above package of documents.

Documents provided in a foreign language must be translated into the state and/or official language of the Kyrgyz Republic and certified in the manner established by legislation.

4. The submitted documents are considered by the SMLD for completeness, reliability of completion of questionnaires and compliance of candidates with the requirements established by the National Bank, within thirty calendar days from the day of submission of documents for consideration.

The decision on compliance/non-compliance of the candidate with the requirements of the National Bank is sent to the SFCI within three working days from the moment of its adoption.

In case of non-compliance of documents with the established requirements and/or provision of an incomplete package of documents, they are returned for revision. The counting of the period for consideration of documents begins from the day of receipt of documents meeting the requirements.

The decision on compliance/non-compliance with the requirements of the National Bank of candidates for the positions of Chairman of the Board of Directors, Chairman of the Management Board, Chairman of the Audit Committee, chief accountant and head of the internal audit service or internal auditor is adopted by the Supervision Committee of the National Bank.

The Deputy Chairman of the National Bank supervising the SMLD adopts the decision on compliance/non-compliance with the requirements of the National Bank of candidates for the positions of members of the Board of Directors, members of the Management Board, members of the Audit Commission and heads of structural subdivisions.

When considering candidates, information obtained during inspection checks, as well as checks conducted in relation to candidates by any state body, may be taken into account.

A candidate for the position of Chairman of the Audit Committee, head of the internal audit service or internal auditor, in addition to the above requirements, must know the legislation of the Kyrgyz Republic in the field of audit, know and be able to apply professional standards of internal audit, International Standards on Auditing and International Financial Reporting Standards. Knowledge in these areas must be confirmed by relevant certificates (Banking Training Center, Union of Accountants and Auditors and other training centers).

(As amended by resolution of the Board of the National Bank of the Kyrgyz Republic of 16 September 2015 No. 53/10)

5. Questionnaire form:

"QUESTIONNAIRE"

1. Full name ______

2. Underline in connection with which the questionnaire is being filled out:

1) election to the position of chairman of the Board of Directors; 2) election to the position of member of the Board of Directors; 3) appointment to the position of chairman of the Management Board; 4) appointment to the position of member of the Management Board; 5) appointment to the position of chief accountant; 6) appointment to the position of Chairman of the Audit Committee; 7) appointment to the position of head of the internal audit service or internal auditor.

3. Indicate the proposed position in the SFCI: ______

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(position, name of the SFCI)

4. If you changed your surname, indicate when and for what reason ______

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5. Date of birth ______ place of birth ______

6. Passport series ______ number ______

issued by ______ date of issue ______

7. Citizenship ______

Indicate how it was obtained: by place of birth, after marriage, under other circumstances - provide explanation ______

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8. Home address (according to documents), tel. ______

Actual place of residence ______

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9. Information on the presence of knowledge in the field of:

• banking legislation, including legislation on credit unions

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• corporate governance ______

• risk management ______

• credit activity ______

• accounting and financial reporting

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• liquidity management ______

• legislation on audit activity and International Standards on Auditing

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10. Main place of work and position held ______

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11. Office address, telephone, fax, ______

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12. Education ______

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(higher, incomplete higher, bachelor,

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master, secondary specialized, secondary)

Name of educational institution and its location	Faculty or department	Year of admission and graduation	Specialty according to the received diploma

Training at courses conducted by various training centers.

Topic of seminar or course	Organizer of seminar	Place of completion	Date of completion	Availability of certificate

13. Work performed since the beginning of labor activity:

Date of employment	Date of dismissal	Position held	Name of institution, location, full name of employer	Reason for dismissal

14. Recommendations provided by:

1. Full name ______

2. Position and place of work ______

3. Home address, tel., fax, e-mail ______

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1. Full name ______

2. Position and place of work ______

3. Home address, tel., fax, e-mail ______

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15. Indicate companies in any country in which you were and/or are a founder, shareholder, participant, manager (including the SFCI to whose management you are elected or appointed) during the last 10 years:

Name of company, location	Main activities of the company	Number of shares held	Amount of ownership in soms	Share in the charter capital of the company	Head of the company

Note: if the candidate is a member and/or head of a credit union, it is necessary to indicate the presence of loan debt (other obligations) of the credit union to the SFCI and their amounts.

16. Indicate whether in relation to you or in relation to a company with which you were connected as a significant participant, controlling person and/or member of the Board of Directors or another official, there have ever been, in any country:

• charges of offenses and/or crimes brought (yes/no)

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• disciplinary sanctions applied (yes/no)

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If yes, provide a detailed description of the charge, conviction by a law enforcement body indicating the name of the law enforcement body, the charge or disciplinary sanction applied by any state body, the results of the proceedings, the court decision: ______

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17. Do you or any of the companies specified in paragraph 15 have common interests with the SFCI in which you are applying for a position? If yes, provide detailed explanations ______

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18. Indicate whether there is an outstanding criminal record. If yes, provide explanation

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Indicate whether a decision has been adopted in relation to you prohibiting the occupation of any professional activity. If yes, provide explanation ______

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19. Indicate each company recognized as forcibly bankrupt or in the process of forced liquidation with which you were connected as a manager, official (member of the Board of Directors, member of the Management Board, chief accountant/financial manager) or significant participant (ownership of 10 or more percent of shares) ______

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Provide a detailed justification of your role and scope of responsibility as a manager, official or significant participant of the company with which you were connected and which was placed in conditions related to forced bankruptcy, liquidation ______

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20. If there is loan debt (other obligations) to anyone, provide the following information for each debt (obligation):

Name of creditor	Date of issue	Loan amount in thousand soms	Interest rate	Purpose of loan

Description and amount of collateral	Payment terms	Outstanding loan balance in thousand soms	Outstanding interest balance in thousand soms	Overdue debt (principal amount, interest)

21. Were there cases when you were unable to repay debt to any financial and credit institution under a personal loan, as well as under a loan for which you acted as guarantor, surety. If yes, provide explanations ______

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22. Are you currently participating in any court proceedings. If yes, provide explanation ______

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23. Provide the following information:

1. Personal report on assets and liabilities as of "____"

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Table 1

	Assets	Amount (in soms/for foreign founders in USD)
1	Cash
2	Deposit funds in financial and credit institutions
3	Investments in companies (Table 2)
4	Securities
5	Real estate, including that pledged or under arrest
6	Accounts receivable, including funds provided as a loan
7	Other assets
	Total assets
	Liabilities
1	Loan debt
2	Accounts payable
3	Other liabilities
	Total liabilities
	Net worth (assets-liabilities)
	Personal guarantees issued

Table 2

	Sources of income	Previous year	Current year	200__ year	(expected amount) 200__ year
1	Salary at main place of work (including bonuses)
2	Dividends
3	Interest
4	Other income
	Total
	Expenses
1	Expenses (personal, for consumption)
2	Loan payments, principal amount, interest
3	Other expenses (specify)
	Total expenses
	Net income (expense)

24. Marital status ______

List close relatives over 16 years old (parents, children, spouse, brothers, sisters):

Full name	Family relationship	Date and place of birth	Place of work, position	Home address, telephone	Is he/she a member of a credit union (if yes, indicate the name of the credit union)

25. Provide complete information on what interests, other than share ownership, connect you to the SFCI for the position you are applying for. Any other information you consider important for review during approval for the position ______ should also be indicated.

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I, ______

______,

Surname, name, patronymic

confirm that the information provided above in the questionnaire is accurate and complete and is provided in accordance with my knowledge and information on the matters specified in the questionnaire. I acknowledge that in the event of intentional distortions and omissions on my part, this may serve as grounds for refusal of approval for the recommended position and entail liability in accordance with legislation.

______signature		"___" ______ year date

(As amended by Resolution of the Board of the National Bank of the Kyrgyz Republic of 16 September 2015 No. 53/10)