Board of Directors

team-member

Bazarmaa.P

Chairwoman

team-member

Bayantuya.G

Board member

team-member

Munkhbat.Ts

Independent member

team-member

Gereltuya.Ts

Board member

team-member

Erdenebayar.B

Board member

1. Oganizational Structure, composition, procedure, criterias of defining the independent members, monitoring of negotiation on conflict of interest and approval: 

  • There are 5 members of the Board of Directors including the independent members. The Chairwomen of the Board of Directors is Bazarmaa R, the members are Bayantuya G, the Chief Executive Officer of TumenManagement NBFI, Munkhbat Ts, the independent member. The composition of the Board of Directors are elected by annual meeting of the Bank's shareholders. The independence of the members are regulated in accordance with the operational principles of the Board of Directors and contracted with the members and comply the law of Mongolia, the principles of Bank of Mongolia, the charter of TransBank and the operational principles of the Board of Directors.

  • If the Bank do the negotation, it is approved according to the law of Mongolia and chapter 7 of the charter of TransBank. If the negotiation on conflict of interest, the Corporate Law, the principles of the Bank and the regulation to prevent the conflict of interest approved by the Board of Directors as of September 14, 2018 are adhered.  

2. Composition, procedure, rights, duties and reporting system of committees under the Board of Directors: 

  • Committees of the Board of Directors:

    • There are four standing ccommittees under the Board of Directors: Audit, Risk managment, Remuneration and Human Resources. These committees operate under the rules of procedure approved by the Board of Directors and monitor all aspects of the Bank's business activities. 

The following table shows the composition of the committees under the Board of Directors. 

 

BOARD MEMBERSHIP AUDIT COMMITTEE RISK MANAGEMENT COMMITTEE REMUNERATION COMMITTEE HUMAN RESOURCES COMMITTEE

Chairwoman 

.

 

.

.

Member – External

.

.

 

.

Member – CEO

 

.

                                  .

Independent member

.

.

.

 

Total members

3

3

2

3

1. Audit Committee

There are three members and an independent member, which has a quarterly meeting and at least 4 annual meetings. The committee does the report at least once annually to the Board of Directors. The Audit Committee is responsible for supporting the efficient collaboration between the internal and external auditors, the bank management and members of the Board of Directors, ensure the independence of the internal and external auditors, advice based on the results monitoring implementation of the bank risk management and regulation, relevant law, audit operation and internal monitoring system and do the financial reports. 

2. Risk Management Committee

The Risk Management Committee has three members including an independent member which has a quarterly meeting and at least 4 annual meetings reporting to the Boards of Directors. The Risk Management Committee is objective of supporting the Bank to manage its risks by their types and levels. The Committee, in order to ensure that the Bank`s risk management is adequate and effective, routinely reviews the operations and reports of the Risk Management Committee, which is under the Chief Executive Officer and assesses, advises, and reports on the Bank`s risk management system and structure, top risks the Bank already faced and/or might face and measures the Bank already took or will take to the Boards of Directors. 

3. Remuneration Committee

The Remuneration Committee has has two members including an independent member which has a annual meeting at least once reporting to the Boards of Directors. The Committee is responsible for supporting efficient implementation and monitoring of the Board of Directors and support through the salary and wage incentive policy, develope the stable business, recruit the competent employee, stable the employees to achieve the business objectives and sustainable business. 

4. Human Resources Committee

The Human Resources Committee has three members which has an annual meeting reporting to the Board of Directors. The Committee is responsible for supporting to advice for sustainable business development to the Board of Directors relevant to the composition of skilled members of the Board of Directors, proper bank governance, make propose of suspension, dismissal, evaluate the executive management annually and monitor it to meets the requirement of executive management teams.

The Bank salary and wage incentive policy of members of the Board of Directors.  

The salary and wage incentive policy is regulated in accordance with the guidelines of Shareholders meeting according to the aricle 62.1.13 of the Corporate Law, the article 29.2.9 of Banking Law, the article 13.1.8 of TransBank Regulation and the article 12 of operational principle of the Board of Directors.