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 Committee, conducting supervision over financial economic activity of insurer;
- Internal Committees and Expert Groups.
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 important steps taken by our company in the field of corporate governance was the adoption of the “Corporate Code of Conduct” in October 2025.
Shareholders General Meeting
The main decisive body of PASHA Insurance is the Shareholders General Meeting. The Shareholders General Meeting assembles at least once 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 Committee
Supervision over financial economic activity of PASHA Insurance is conducted by the Audit Committee. The Committee 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 Department.
Members of the Committee 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.
Expert Group on Human Resources
The Expert Group on Human Resources was established by the Board of Directors to provide initial explanations and recommendations on matters related to human resources management.
The Expert Group may be formed from an odd number of members, but not fewer than three (3), and may include members of the Board of Directors, the Executive Board, and the Audit Committee, representatives of the Company’s parent entity, as well as other professional specialists with expertise in areas regulated by the Expert Group. The decisions of the Expert Group are adopted by a simple majority of the votes of the members participating in the meeting.
Corporate Governance Committee
The Corporate Governance Committee was established by the Board of Directors for the purpose of conducting preliminary assessments based on the Company’s remuneration policy priorities, as well as applying formal, rigorous, and transparent procedures for defining and regulating the comprehensive principles and parameters of the remuneration policy.
Currently, the Committee consists of three (3) members selected by the Board of Directors from among its own members. The Committee’s decisions are adopted by a simple majority vote of the members participating in the meeting.
Expert Group on Strategy and Budget
The Expert Group on Strategy and Budget was established to provide recommendations to the Board of Directors regarding the development of an appropriate corporate strategy, ensuring that the Company’s operations are carried out in accordance with this strategy, as well as the preparation and execution of the Company’s budget.
The Expert Group may be formed from an odd number of members, but not fewer than three (3), and may include members of the Board of Directors, the Executive Board, and the Audit Committee, as well as employees of the Company and representatives of the Company’s parent entity. The decisions of the Committee are adopted by a simple majority of the votes of the members participating in the meeting.
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.
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