Corporate Governance

Corporate Governance

Corporate governance is the bulk of law, processes, policies, internal rules and strategic instructions directly affecting the provision of activity of company and as well as featuring the further development of the company.

The documents comprising corporate governance provides proper separation of rights and obligations between corresponding management bodies, as well as conduction of activity effectively and operatively within their authorities, and determination of other governance principles influencing the growth of company.

Leadership

Our leaders predicate general development direction and prospective vision of the company, provide human resources to act by guiding value and purposes of the company, realize formation of new business relations, as well as agitation of new social-bias projects, stimulate and motivate the people around.

Functions of the governance

Governance of our company realizes following functions:

· To determine corporate culture, values, strategy, ethical behavior rules and vision towards future;

· To form main assets of the company and to provide the profitability of the company including human resources;

· To apply and agitate the legislation, social-bias projects;

· To provide creation of healthy work condition;

· To establish professional improvement condition of employees and to stimulate them to work for the sake of general target.

Management bodies

Corporate governance system of PASHA Insurance Open Joint Stock Company was founded by considering the requirements of law of Azerbaijan Republic on Insurance Activity, Civil Code of Azerbaijan Republic and by utilizing international corporate governance standards and practices and such system consists of followings:

• Shareholders General Meeting, which is supreme governance body;
• Board of Directors, realizing general management and supervision on the activity of insurer;
• Management Board, which is executive body;
• Audit Commission, conducting supervision over financial economic activity of insurer;
• Quality Management Team;
• Internal Committees.

Main purpose of our company concerning the application of corporate governance is observation of requirements of law, creation and preservation of mutual goodwill relations among corporate governance bodies, formation of effective cooperation among them and submission of transparent information in timely manner.

Along with the increase of significant role of corporate governance, the development of corporate culture and corporate ethics is paid special attention. One of the significant steps made by our company in the field of corporate governance is the adoption of Ethic Behavior Code in January, 2014.

Shareholders General Meeting

The main decisive body of PASHA Insurance is the Shareholders General Meeting. The Shareholders General Meeting assembles once or twice a year and determines main directions of the development of company. All the decisions of meeting are adopted by the majority of voices and protocolled appropriately.

Board of Directors

The implementation of general supervision and management over the activity of PASHA Insurance is provided by the Board of Directors. Board of Directors carries out the general monitoring for the approbation, realization and accomplishment of the company’s business strategy and strategic projects.

Structure of board consists of 7 persons, including chairman, who have long-term practice in the sphere of business, management, operation and organization of international and local companies. All decisions of the Board are adopted by voting and the meetings are documented.

Audit Commission

Supervision over financial economic activity of PASHA Insurance is conducted by the Audit Commission. The Commission superintends operations or situation which may have negative effect on the financial condition of company, gives recommendations and opinions about annual financial results, and watches over the activity of Internal Audit Service.

Members of the Commission are candidates, having basic practice in the sphere of finance and supervision and consist of 3 persons. All decisions of the Commission are adopted by voting and the meetings are documented.

Management Board

Members of the executive body of PASHA Insurance controls the current activity of company, provides execution of strategic plan, annual budget, financial report and insurance operations.

Management Board consists of 5 persons possessing great organizational and operational practice in well-known international and national business structures. All decisions are adopted by voting and the meetings are documented.

Quality Management Team

The company operates on the basis of the Quality Management System established in accordance with the requirements of the "ISO 9001:2015" standard. Control of the compliance of the quality management system with the ISO 9001: 2015 International Management standards, real business processes and meeting current needs is carried out by the Quality team and the quality manager. The company obtains "ISO 10002: 2018" international customer satisfaction certificate.

Members of team consist of 28 persons and each member fulfils the supervision to appropriate business spheres. Internal monitoring of processes is implemented by the members of team not less than twice a year and the final report is submitted to Management. The activity of the team is documented by meeting protocols.

Internal Committees

Investments Committee

Investment Committee is engaged in the investment of authorized capital and other means of the company, by investing them in banks and other financial institutions, as well as by using other investment tools and provision of profitability by involving higher annual deposit interests and appropriate insurance fees. Committee reports to the head of management.

The Committee consists of 5members. All decisions of the Committee are documented by voting and protocols of the meetings are compiled.

Committee of the Management of Information Technologies

The Committee of the Management of Information Technologies is the union of professionals founded for improvement of level and competition of IT management. The Committee is the permanent acting collegial body of company and is the inseparable part of IT management system. Mission of IT Committee is to improve the profitability of use from information technologies. The Committee realizes its activity in conformity with the decisions of Board of Directors and Management and also reports to Management.

The Committee consists of 6 members. All decisions of the committee are adopted by voting and the meetings are documented.

Human Resources and Awards Committee

Human Resources and Awards Committee – has been established to undertake initial research and prioritize key responsibilities of HR and Awards policy. Committee reports to the board of directors. The Committee consists of 3 members. All decisions of the Committee are documented by voting and protocols of the meetings are compiled.

Budget and Strategy committee

Budget and Strategy committee – has been established to create right strategy as well as to set up budget, and operate according to the strategy. Committee reports to the board of directors. The Committee consists of 3 members. All decisions of the Committee are documented by voting and protocols of the meetings are compiled.

Risk Management Committee

Risk Management Committee is the body realizing supervision for the management of potential risks occurred during activity period of company. The Committee determines frequency of election and realization of appropriate method and tools for determination and assessment of risks and reports to management concerning the efficiency of risk management system.

The Committee consists of 3 members. All decisions of the Committee are adopted by voting and the meetings are documented.