ABOUT THE BANK

Bank at a glance:

Headquartered in Tashkent City, Joint Stock Innovation Commercial Bank "Ipak Yuli" (Bank) has been operating since 1990. The Bank is one of the largest private banks in Uzbekistan. In terms of total assets and compared to the total banking sector, THE BANK is # 13th and has the 1.90% of the market based on full year 2020 results. The Bank conducts business activities in the following main areas: Small and private business, Corporate business, Retail business, Cooperation with Financial institutions, Investment business.

The regional network of the Bank consists of 16 branches in Tashkent city and in the regions of the Republic of Uzbekistan. The Bank's products and services are present in the vast majority of regions. Moreover, in accordance with the Bank's Strategy for the next 3 years, it is planned to open several more branches in the regions. Digital channels of Bank include mobile apps “IpakYo'liMobile”, “Ipak Yo'li Mobile for business” and Internet-bank services.

Development Financial Institutions’ ownership:

Since 2013, the Asian Development Bank has become a shareholder of the Bank. The deal was ADB's first capital investment in the Central Asian region. In the middle of 2020, the German Development Finance Institution DEG - Deutsche Investitions- und Entwicklungsgesellschaft mbH (DEG) and Triodos Investment Management (Triodos) (through their Triodos Microfinance Fund) invested about 25 million USD in the equity capital of JSICB Ipak Yuli. The investors acquired an equal minority stake in the bank's share capital by purchasing newly issued shares, which represented their first equity investment of bank in Uzbekistan.

ABOUT THE TRAINING

Background to the training:

With the addition of new institutional investors, the Bank has prioritized the improvement of its corporate governance practices. The board consists of 9 non-executive directors and three committees (Corporate Governance, nomination and remuneration; Audit; Risk) that were established at the beginning of 2021. The bank aims at further professionalizing its governance structures with respect to international best practices, mainly with respect to its relationship with shareholders and other stakeholders, the expectations of the market, international investors and local government and regulatory authorities. 

To this end, an external consultant is sought to provide an introductory, comprehensive training on the topic of corporate governance best practices. The external consultant with experience in Corporate Governance shall tailor a training module to the local context. The training shall provide an insight into costs and benefits of best practice governance and shall give practical guidance on the above mentioned issues. 

Duration: Training is expected to last for 2-3 days.

Location: training will be held in Tashkent, Uzbekistan.

Methodology:

Practical presentations (case studies) on formulating and implementing modern international corporate governance principles shall be blended with case studies drawn from recent local and international precedents. It is strongly preferred that these are presented taking into account current standing of the bank vis-à-vis corporate governance best practices. 

For this, the training provider will have access to:

• observe board and committees’ meetings; 

• reports on Corporate Governance assessment 

• to interview individual Board, Management members and key executive management (risk management, corporate governance corporate secretaries). 

Trainees:

The primary audience shall consist of directors and board members, committees’ members, company secretaries, Head of Risk management, Head of Internal Audit, Head of compliance, and corporate governance professionals as well as senior company management.

The consultant should work in line with the Corporate Governance Development Framework methodology (http://cgdevelopmentframework.com/cg-development-framework/).

Training objectives – the training concept shall aim at the following learning objectives: 

• Improving the efficiency of the Supervisory Board and its committees, developing recommendations based on the assessment of the current state of corporate governance in the bank (based on participation in meetings of the Supervisory Board and its committees, interviews with their members and other employees of the bank, as well as studying existing corporate governance assessment reports)

• Current state and direction of best practices in corporate governance

• Examples towards understanding corporate governance as a competitive edge

• Identify potential to maximize the financial benefit from improved corporate governance and procedures

• Potential for implementation of best practices within the bank

• Approach and best practices on how to structure board committees, institutional policies and procedures to conform to international requirements and expectations

• Best practice on how to structure and draft board papers, board and shareholders’ resolutions and minutes of the respective meetings

• Approach and best practices to communicate governance procedures to interested parties

• Provision of a Directors Tool kit on corporate governance

Training topics and application examples:

The training program and topics developed by the consultant must be agreed with the Bank.

Along with general topics reflecting the fundamentals of corporate governance, the consultant, when preparing the training plan and materials, should cover, but not be limited to, the following training topics that are priority training topics for the bank, as well as demonstrate examples and provide templates used both in international practice and in CIS countries:

• Supervisory Board competence matrix / examples, templates;

• evaluation, self-assessment of the Supervisory Board / examples, templates;

• assessment, Management Board self-assessment / examples, templates;

• delegation of powers, division of duties of the Supervisory Board and the Management Board, as well as committees under the Supervisory Board;

• key corporate governance documents/examples, templates (1. Conflict of Interest Policy, 2. Corporate Governance Policy, 3. Code of Conduct and Business Ethics, 4. Whistleblowing Policy, 5. Leadership Succession Planning Policy, 6. Supervisory Board Induction Guidelines, 7. Information Disclosure Policy, 8. Appointment and Promotion Policy, 9. Policy, Regulations on Remuneration of the Supervisory Board and the Management Board, and others);

• organization of work of the corporate secretary, his/her functions, interaction with management bodies of the bank;

• organization of work of committees under the Supervisory Board, their functions, interaction with governing bodies;

• corporate governance tools, etc.

Demands on service provider / Profile requirements – The expert/consultancy presenting a proposal is expected to:

• Have practical experience in corporate governance at the level of international best practices;

• Have broad experience in developing trainings and conducting trainings

• Have international experience, previous experience in CIS region is expected

• Have an understanding of the regulatory framework in the region (Uzbekistan) as well as international best practice with regards to corporate governance in financial and/or banking sector

• Be fluent in Russian and English

• To make an online presentation of the company profile and services offered (date to be determined);

• Offer acceptable and competitive daily rates and overall budget

• Closely cooperate with Ipak Yuli

Proposal:

On the basis of this outline, the consultant should prepare a proposal that covers the following aspects:

• Your understanding of the requested training concept

• Proposed tasks and outputs

• Example training materials from prior engagements (selected pages, anonymized to give an impression of the material)

• Detailed cost estimate (specifying professional fees on a man-day basis) with a separate cost position for travel cost

• Track record of relevant projects and regarding corporate governance expertise

• Description of available team resources

• CVs of core team members including relevant experience

• Description of resources / access to information and dates required from the Bank, to assess the local context

The proposal should be delivered to the Bank, in Russian, by close of business on 24 January 2022.

Javkhar Saidkamolov ([email protected]) Tel: +998 78 140 69 40

Djakhangir Karimov ([email protected]) Tel:+998 78 140 69 41