Corporate Governance

The Board of Directors (BoD) is responsible for the overall management of the Bank’s operations within the scope of authorities granted to the Board by the law and the Charter (for further details, please see the Bank charter). 
The Board of Directors is appointed by the General Meeting of Shareholders. Those shareholders who own up to 10 and more percent of the placed shares of the Bank may be appointed or represented on the Board, subject to the procedure and terms defined by the Armenian law and the Charter. Independent Directors may also serve on the Board.
The term of office of the BoD members is determined by the General Meeting of Shareholders but is limited to a period from 5 to 10 years. The Chairman and members of the Board can be reelected.
Resolutions of the Board of Directors are passed by simple majority of Directors present unless otherwise required by the Armenian laws or the Charter. Such resolutions have legal effect if all the requirements of Armenian legislation, the Charter, internal regulations of the Bank and the Shareholders Agreement have been met.

Chairman of Board of directors
 Andrew Mkrtchyan

Members of Board 

Robert von Rekowsky - Independent Board Member

Lindsay Forbes - Board Member

Philip Lynch - Independent Board Member

Richard Ogdon - Independent Board Member

Tigran Davtyan - Independent Board Member

Kakhaber Kiknavelidze - Independent Board Member

Management Board, Chairman of the Management Board – General Director 

 The day-to-day business of the Bank is run by the executive body represented by the Management Board and the Chairman of the Management Board-General Director.

The Management Board consists of the General Director and the members (including Deputy General Director and Chief Accountant). The General Director is appointed by the Board of Directors, while other members of the Management Board are appointed by the Board of Directors upon nomination by the General Director.

The scope of the Management Board and General Director’s authorities covers all issues related to day-to-day activities of the Bank (see the Charter), other than those reserved to the sole competence of other bodies defined in the Charter.

Management Board resolutions are passed by simple majority of the Management Board members present.

Members of the Management Board

Artak Hanesyan - Chairman of the Management Board - CEO

Hovhannes Toroyan - Chief Financial Officer

Gagik Sahakyan - Corporate and Investment Banking Director

Andranik Barseghyan - Head of Risk Management

Arman Barseghyan - Retail Banking Director

Gohar Khachatryan - Chief Accountant

Armine Ghazaryan - Chief People and Services Officer

The Internal Audit Department is a special structural subdivision the activities of which are an inseparable part of the internal control system. The Internal Audit Department reports to the bank’s Board of Directors. The Internal Audit Department of the bank is independent from other structural subdivisions of the Bank to ensure unbiased and strict internal control.

The activities of the Internal Audit Department include the following key directions:

• Ensuring efficient operation of supervision system in the bank
• Independent assessment of internal control system
• Assessment of the effectiveness of business processes conducted by the management and all subdivisions of the bank
• Conduct compliance audit
• Provision of opinion on the bank’s financial statements and accounting and submission of recommendations to the Board of Directors
• Elaboration and implementation of forms of control in the bank

The Internal Audit Department basically performs the following three types of checks:

• Financial – assessment of the trustworthiness of the bank’s publishable statements
• Operational – assessment of the effectiveness of processes, operations and internal control system
• Compliance with legal acts – assessment of the compliance of the business processes conducted by the bank with the Republic of Armenia laws and internal legal acts

It is the duty of the Internal Audit Department to prepare conclusion on the compliance of the Bank’s effective orders, regulations and procedures with the CBA minimal requirements to internal control in banks and provide it attached to the annual financial statements of the bank. The Internal Audit Department is in close cooperation with the CBA auditors and companies conducting external audit. The Internal Audit Department of the bank is managed by the director of the Department.

Risk management policy is a key element of the bank’s internal control system. Risk management system is an interconnected and integrated system. Risk management policy is subject to Ameriabank Board of Directors’ approval. The Risk Management Center is in charge of elaboration of the risk management policy, structure and implementation thereof. Internal Audit Service is in charge of assessing the bank’s risk management system efficiency and reporting to the bank’s Management and Board of Directors.

Ameriabank CJSC has adopted best practices for environmental and social risk management implementing an E&S risk management system.

The key elements of environmental and social risk management system (ESMS) are:

• Environmental and Social Risk Management Policy
• Environmental and Social Risk Management Instruction
• Tools required for introduction and implementation of the process

The Bank is working with its clients to make sure that they run their business in an environmentally and socially conscious manner and helps them comply with the respective requirements and implement E&S management practices consistent with their business. 

The E&S risk management practices are an integral component of our corporate governance system and play an important role in the sustainable finance development. 

Ameriabank has developed a Green Bond Policy which details the Green Bond Framework of the Bank, including use of proceeds, project evaluation and selection process, management of proceeds, reporting and external review matters, as well as the roles and duties of structural subdivisions engaged in the green bond issue, placement and respective reporting.

Eligible green assets cover the assets under the Bank’s portfolio projects reducing greenhouse gas emissions and falling into the following categories:

• Renewable energy
• Energy transmission, distribution and storage
• Sustainable transport
• Water
• Sustainable buildings
• Land use and aquatic resources
• Energy and resource efficiency in industry
• Waste management
• IT solutions

Environmental and social risks are managed by dedicated E&S Risk Managers under the Risk Management Department ensuring implementation and application of the system.

Credit risk is the risk of loss of loans or other assets, which is likely to occur when the counterparty is unable or unwilling to meet an obligation. Subject to minimum requirements of credit risk management the bank defines its target markets, including the acceptable types of lending, benchmark structure, profitability and maturity of loan portfolio, credit limits per amount, term, interest rate and types of the loan and forms of control over the pledged collateral, etc.

Market risk is the risk/probability of losses in investment value influenced by market factors. Market risks include price risks, interest rate risks and currency risks.

Ameriabank manages the market risks by defining ‘Stop Loss’ and ‘VaR’ limits aimed at mitigating interest rate risks. The bank clearly defines also the objectives and strategy of investment activities by setting limits as per the security rating.

Operational risk is the risk of loss resulting from failure or malfunctioning of internal processes and systems; human factor, or external events.

The bank’s management at all structural levels is responsible for identification and management of operational risks.

We manage the internal operational risks through

•  clear and documented description of all business-processes, 
•  elaboration of internal legal acts regulating the business processes, 
•  definition of relevant limits for all business processes and operations, 
•  application of four-eyes principle for each and any transaction executed by the bank, 
•  definition of the reporting mechanism, frequency and types of reports, etc.