“ACBA BANK” open joint-stock company goes back to the best traditions of european banking and corporate governance. Founded in 1996 with the joint efforts of the French Crédit-Agricole and the Dutch Rabobank and later involving the French Crédit-Agricole Bank as one of its shareholders ACBA Bank consistently made its efforts to import the values and practice of european business world into the Armenian banking system. The management of the Bank, which has constantly improved, striving to ensure the best international standards, was not left outside of it. As a pledge for its chosen values, ACBA Bank has committed to continue the process of developing its corporate governance system.

Corporate governance determines the allocation of authority and responsibilities by which the business and affairs of the Bank are carried out by its board and senior management (i.e. the chief executive officer of the Bank and the deputies), including how they:

• set the Bank’s strategy and objectives;
• select and oversee personnel;
• operate the Bank’s business on a day-to-day basis;
• protect the interests of depositors, meet shareholder obligations, and take into account the interests of other recognised stakeholders;
• align corporate culture, corporate activities and behaviour with the expectation that the Bank will operate in a safe and sound manner, with integrity and in compliance with applicable laws and regulations; and
• establish control functions.

The primary objective of corporate governance should be safeguarding stakeholders’ interest in conformity with public interest on a sustainable basis. Among stakeholders, particularly with respect to retail banks, shareholders’ interest would be secondary to depositors' interest.

The Bank realizes that good corporate governance can generate the following competitive advantages:

• greater access to external financing, which can lead to greater investment, greater growth, and employment. Nowadays, local and international investors often avoid companies that do not guarantee the rights of investors, do not ensure the proper disclosure of corporate information and reliable Board activity;
• lower cost of capital and higher cost of the Bank, which increase investment attractiveness;
• better operational performance through more efficient assignment and better management of resources;
• lower risks;
• better relations between all stakeholders, which improves labor relationships, as well as the atmosphere related to social aspects, such as the protection of the environment.

The Bank has a corporate governance code approved by the Board of the Bank on 28/02/2022. At the heart of this Code is an updated principles that emphasise the value of good corporate governance to long-term sustainable success. By applying these principles, following the more detailed provisions and using the associated guidance, the Bank can demonstrate throughout its reporting how the Bank governance contributes to its longterm sustainable success and achieves wider objectives.

The Code draws from principles of corporate governance published by the Organisation for Economic Co-operation and Development (OECD) and it is based on the Basel Committee on Banking Supervision’s guideline on “Corporate governance principles for banks” issued in 2015.

The Board of the Bank approved the establishment of the following 3 Board committees on 02.11.2022:

• Audit committee,
• Risk Management committee,
• Governance, Nominations and Remunerations committee.

The independent Board members have been appointed as chairs of the Board committees.

Regulations

Board regulation