Board of Directors

 About the Board of Directors:
Arig Bank's Board of Directors /Board of Directors/ operates in alignment with the laws and regulations in force in Mongolia, including the Company Law, Banking Law, procedures and guidances approved by the Bank of Mongolia, Arig Bank's Charter, the Code of Corporate Governance, and the Board of Directors Operating Procedures. The Board carries out its responsibilities diligently and with a strong sense of accountability.

The Bank's Board of Directors (BoD) consists of total of 9 members, comprising representatives of the banks' shareholders and independent members. Neither the chairman nor the board members are engaged in the banks' executive management.

The structure, authorities, and responsibilities of the Board of Directors are regulated by the Operating Procedures of the Board of Directors. The chairman of the Board of Directors is responsible for scheduling board meetings in compliance with legal requirements. Additionally, the board maintains records of topics addressed during meetings and their corresponding resolutions. These records are subsequently submitted to both shareholders and the Bank of Mongolia within the timeframe stipulated by law.

The pertinent committees oversee significant transactions and conflict of interest deals in accordance with the rights and responsibilities outlined in the Company Law.

The board of directors is structured to provide ongoing supervision of the bank's activities, while the bank's shareholders retain the authority to nominate, appoint, and remove board members. (The appointment of an independent member shall be determined through a shareholders' meeting, subject to the endorsement of the Bank of Mongolia.)

BoD structure and organization:

 

 The Board of Directors exercises its power through 5 standing committees, including Audit Committee, Risk Management Committee, Remuneration (Human resources and incentive) Committee, Governance and Nomination Committee, and Information Technology Committee. These committees operate within a framework of comprehensive regulations sanctioned by the Board of Directors.

Audit Committee

The committee performs the following functions and provides recommendations to both the Board of Directors and the Executive Management Team on associated matters:

•    Overseeing the accuracy and completeness of the bank's financial statements in compliance with international financial reporting standards and other legal mandates;
•    Safeguarding the autonomy of the internal audit, endorsing the budget, defining the scope and frequency of management audits, reviewing reports, and monitoring performance;
•    •Selection, appointment, and dismissal of the internal auditor, as well as determining salary and bonuses;
•    Appointment and change of the independent auditors for the bank, supervising activities, assessing performance, and presenting relevant suggestions to the board of directors; and
•    Supervising the implementation of the Bank's robust Whistleblower hotline, monitoring substantial and conflict-of-interest transactions, and drawing conclusions.
Moreover, the audit committee bears the responsibility of closely monitoring the Executive Management's adherence to swift and lawful actions in rectifying vulnerabilities identified within the bank's internal control framework and ensuring the execution of subsequent recommendations as detailed in the Audit report.
 

Head of the Committee:

D. Tuvshintamir, Independent member

Members:

N. Tserendavaa, Independent member

S. Khosbayar, Board member

Risk Management Committee

The committee undertakes the following functions and presents recommendations to the Board of Directors and the Executive Management Team regarding essential matters:
•    Deliberating upon and endorsing risk appetite policy, risk limits, risk management strategy, credit policy, compliance policy, and governance code policy documents for submission to the board of directors, allocating responsibilities to the executive management, and overseeing their execution;
•    Overseeing and guiding the adequacy of the bank's risk management framework and key risks, which include credit risk, market risk, liquidity risk, operational risk, legal risk, reputational risk, information technology risk, and other categories of risk management;
•    Discussing and evaluating reports from the Risk Management Department conveyed by the executive management;
•    Approving the Bank's anti-money laundering and counter-terrorism financing policy, overseeing its implementation, and reviewing quarterly activity reports;
•    Responsible for the annual approval and oversight of the Contingency plan in the case of a financial crisis and for providing recommendations to the board of directors regarding any necessary adjustments.

Head of the Committee:

Ariunjargal.B, Board member

Members:

Tuvshintamir.D, Independent member

Chimed-Yunden.D, Board member

Remuneration Committee

The committee fulfills the following functions and provides the Board with conclusions and recommendations on essential matters:
•    Determining remuneration and bonuses for board members and supporting the effective and efficient execution of their supervisory and management responsibilities within the bank;

•    Reviewing and deliberating on regulations and procedures associated with the implementation of the bank's human resources policy;

•    Facilitating the achievement of the bank's business objectives and sustainable growth by means of the bank's remuneration policy, recruitment of proficient personnel and managers, and subsequently ensuring stable employment and development through a performance-based reward system;

•    Reviewing the execution of the governance code and its integrated policies, offering suggestions and recommendations to the board of directors in developing and endorsing the remuneration and incentive system;
•    Establishing remuneration and incentives for the CEO and executive management team; and

•    Conducting performance evaluations of the CEO and executive management team.

 Head of the Committee:
Bayarsaikhan.Sh, Board member
Members:
Tserendavaa.N, Independent member
Munkh-Erdene.P, Independent member

Governance and nomination committee

The committee carries out the following functions and provides shareholders and the board of directors with conclusions and recommendations on critical matters:
•    Setting requirements for board member and executive management candidates and specifying criteria for evaluating skills, knowledge, education, and professional experience;
•    Overseeing the enforcement of the governance code and all integrated policies and offering evaluations and perspectives on the activities of board members and executive management personnel;
•    Engaging in the selection, appointment, and withdrawal of board members;
•    Providing suggestions and recommendations to the board of directors regarding the nomination, appointment, and removal of executive management team members; and
•    Formulating the terms and conditions of the executive management agreement.

Head of the Committee:
Navaan.Ya, Board member
Members
Munkh-Erdene.P, Independent member
Tuvshintamir.P, Independent member

Information technology committee

 The committee undertakes the subsequent functions and furnishes recommendations to both the Board of Directors and the Executive Management Team concerning essential matters:
•    Discussing and approving the Bank’s Information Technology policy, strategy, and standard documents, assigning implementation responsibilities to the executive management, and overseeing their execution;
•    Reviewing progress reports concerning activities in the information technology domain;
•    Deliberating on and endorsing Information Technology policy documents, including information security policy, strategy, and standards, monitoring compliance with international norms, assigning responsibilities to the executive management, and overseeing their implementation;
•    Evaluating reports outlining the endeavors undertaken in the domain of information security; and
•    Overseeing the efficient implementation of digital transformation and leveraging technological advantages within the bank, participating in discussions regarding work reports, and providing guidance.

Head of the Committee:
Tserendavaa.N, Independent member
Members:
Navaan.Ya, Board member
Sainbat.S, Board member

 

Board of Directors