The Board of Directors of Golomt Bank convenes quarterly meetings and regularly discusses the following reports related to monitoring the daily operations of Golomt Bank:
1. Macro-Economic update
2. Financial results, budget and plan implementation and process reports
3. Comprehensive risk report, including:
Financial risks:
Non-financial risks:
4. Related party transaction report
5. Credit committee operations report
The Board of Directors of Golomt Bank convenes irregular meetings when necessary, depending on the issues to be resolved. In the past, the meeting was held once a month on average.
Resolution number : 00/01
Discussed issue : On making amendments to the organization of the Irregular Shareholders Meeting
Decision : Appoint President of Golomt Bank Mr. Ganbold G., a representator of minority shareholders, as the Chairman of the Meeting and change the ballots of the Shareholders Meeting accordingly. The voting of the shareholders' meeting was approved, and the voting in advance was provided through ballots.
Resolution number : 00/01-1
Discussed issue : Board Chairperson election
Decision : Elect Mrs. Munkhtsetseg Chultem as the Chairperson of the Board of Directors of Golomt Bank.
Resolution number : 00/01-2
Discussed issue : Board Committee membership
Decision : Approved the membership structure of the Audit Committee, Risk Management Committee, and Governance, Ethics, Remuneration and Nomination Committee.
Resolution number : 00/02
Discussed issue : Golomt Bank's revised organizational structure
Decision : Approved the revised organizational structure of Golomt Bank as indicated per Attachment 1 of this Resolution.
Resolution number : 00/03
Discussed issue : Approval of Golomt Bank's Budget and Business Plan 2023
Decision : Approved Golomt Bank's Budget and Business Plan 2023.
Resolution number : 00/04
Discussed issue : Loan write-off from provision
Decision :
1.Grant the right to write off the non-performing loans of 5 borrowers as indicated in the Appendix 1, worth of MNT 19.7 million, plus the interest payment of MNT 8.8 million as of 15th January, 2023 in total MNT 28.5 balance, from the provisions established along with the accumulated interest as of the day of transaction.
2.Grant the right to write off the non-performing loans of 2 borrowers as indicated in the Appendix 2, worth MNT 0.4 million, plus the interest payment of MNT 0.3 million as of 15th January, 2023 in total MNT 0.7 balance, from the provisions established along with the accumulated interest as of the day of transaction.
3.Grant the right to write off the non-performing receivables of 115 borrowers as indicated in the Appendix 3 and 4 worth in total MNT 5.4 million from the provisions established.
4.Assign the duty to continue the repayment processes of written-off receivables as indicated in the Appendix 3 of this Resolution, to the Chief Executive Officer /Norihiko Kato/.
Discussed issue : Employee ownership of shares
Decision : ESOP proposal for bank employees
Resolution number : 00/05
Discussed issue : On establishing cooperation agreement
Decision : Granting the right to establish Cooperation agreement with Golomt Capital LLC
Discussed issue : All staff 2022 second half bonus issue
Decision : All staff 2022 second half bonus
Resolution number : 00/06
Discussed issue : Selection of Independent audit firm
Decision : Select KPMG Audit LLC as the external audit firm for a term of three years to engage in annual financial audit services of 2023-2025.
Resolution number : 00/07
Discussed issue : Dividend allocation
Decision :
1.Grant the right to Golomt Bank to allocate MNT 50 for each ordinary share from the net profit of the financial year 2022.
2.The registration date of the shareholders qualified for dividend allocation shall be consistent with the date of the Annual general shareholders' meeting (AGM) registration date, as indicated in the Resolution calling on the AGM.
3.Allocate the dividend through the Mongolian Central Secuirities Depository MCSD in each individual shareholders' account, 60 (sixty) days after the permission to allocate dividend is provided from the respective regulator.
Resolution number : 00/08
Discussed issue :On calling Shareholders Meeting (Annual General Meeting)
Decision : Call and convene the Shareholders' Meeting of Golomt Bank on April 26, 2023.
Resolution number : 00/09
Discussed issue : Approval of the Bank's 2022 operational, financial and audited financial report
Decision : Approve the Bank's 2022 operational, financial results and PricewaterhouseCoopers Audit LLC audited financial report conclusion.
Resolution number : 00/10
Discussed issue : Approval of Risk Appetite Statement - 2023
Decision : Approved Risk Appetite Statement 2023 in accordance with Business plan 2023.
Resolution number : 00/11
Discussed issue : Nomination Committee of the Board
Decision : Established the Nomination Committee and approved Nomination Committee's Charter and membership.
Resolution number : 00/12
Discussed issue : Approval of the Golomt Bank "Recovery Plan"
Decision :Approved the Recovery Plan of Golomt Bank.
Resolution number : 00/13
Discussed issue : Head office development agreement
Decision : Grant the right to Golomt Bank to enter into a head office building construction agreement worth MNT 600 billion with Elite Estate Development LLC.
Resolution number : 00/14
Discussed issue : Board Chairperson election
Decision : Elect Mrs. Munkhtsetseg Chultem as the Chairperson of the Board of Directors of Golomt Bank.
Resolution number : 00/15
Discussed issue : Board Committee membership
Decision : Approved the membership of the Board Committees.
Resolution number : 00/16
Discussed issue : Governance, Ethics, Remuneration Committee of the Board
Decision : Re-established Governance, Ethics, Remuneration Committee and approved its Charter and membership.
Resolution number : 00/17
Discussed issue : CEO bonus
Decision : Evaluated CEO's Contract performance and approved the bonus.
Resolution number : 00/18
Discussed issue : CEO contract extension
Decision : Extended CEO's contract by one year.
Resolution number : 00/19
Discussed issue : Approval of the Golomt Bank "Recovery Plan - 2023"
Decision : Approved Golomt Bank's "Recovery Plan - 2023".
Resolution number : 00/20
Discussed issue : Golomt bank's revised Organizational Structure
Decision : Approved the revised organizational structure of Golomt Bank as indicated per Attachment 1.
Resolution number : 00/21
Discussed issue : Resignation of Chief Audit Officer
Decision : A.Odonbaatar, Chief Audit Officer of Golomt Bank has been resigned from his duties as he is appointed to the position of Deputy CEO. The duties of Chief Audit Officer shall be assigned to Director of Internal Audit Division /А.Tuya/.
Resolution number : 00/22
Discussed issue : Amendment of the Credit Committee Charter and Authority Matrix
Decision : Approved Credit Committee Charter and Authority Matrix in approval of Credit.
Resolution number : 00/23
Discussed issue : Write-Off of Asset
Decision : Granted the right to write-off non-performing loan and similar assets of total worth MNT 6.758 million from the balance.
1. Discussed issue : 2023 1st half year Financial Results
Decision : 2023 1st half year Financial Results
2. Discussed issue : Macro-Economic Update
Decision : Macro-Economic Update
3. Discussed issue : Update of digital products introduction
Decision : Update of digital products introduction
4. Discussed issue : Funding (long-term borrowing) update
Decision : Funding (long-term borrowing) update
5. Discussed issue : Sustainable Finance update
Decision : Sustainable Finance update
6. Discussed issue : International Banking Division business plan
Decision : International Banking Division business plan
7. Discussed issue : Audit committee 2023 Q2 report
Decision : Audit committee 2023 Q2 report
8. Discussed issue : Risk Management committee 2023 Q2 report
Decision : Risk Management committee 2023 Q2 report
9. Discussed issue : Governance, Ethics, Remuneration committee 2023 Q2 report
Decision : Governance, Ethics, Remuneration committee 2023 Q2 report
10. Discussed issue : Nomination committee 2023 Q2 report
Decision : Nomination committee 2023 Q2 report
1. Discussed issue : Macro-Economic Update
Decision : Macro-Economic Update
2. Discussed issue : 2023 3rd Quarter Financial results
Decision : 2023 3rd Quarter Financial results
3. Discussed issue : 2023 3rd Quarter CEO Report
Decision : 2023 3rd Quarter CEO Report
4. Discussed issue : Fee update
Decision : Fee update
5. Discussed issue : Audit Committee 2023 3rd Quarter Report
Decision : Audit Committee 2023 3rd Quarter Report
6. Discussed issue : Risk Management committee 2023 Q3 report
Decision : Risk Management committee 2023 Q3 report
7. Discussed issue : Nomination committee 2023 Q3 report
Decision : Nomination committee 2023 Q3 report
8. Discussed issue : Next Board meeting date
Decision : Next Board meeting date
Resolution number : 00/24
Discussed issue : Approval of loan financing
Decision : Approved the bank to establish a Loan agreement with Microfinance Enhancement Facility S.A., SICAV-SIF according to terms and conditions presented by the Management team.
Resolution number : 00/25
Discussed issue : Approval of loan financing
Decision : Approved the bank to establish a Loan agreement with Financing for Healthier Lives, DAC according to terms and conditions presented by the Management team.
Resolution number : 00/26
Discussed issue : Approval of loan financing
Decision : Approved the bank to establish a Loan agreement with Global Climate Partnership Fund S.A., SICAV-SIF according to terms and conditions presented by the Management team.
Resolution number : 00/27
Discussed issue : Approval of loan financing
Decision : Approved the bank to establish a Loan agreement with EMF Microfinance Fund AGmvK according to terms and conditions presented by the Management team.
Resolution number : 00/28
Discussed issue : Approval of loan financing
Decision : Approved the bank to establish a Loan agreement with responsAbility Investment AG according to terms and conditions presented by the Management team.
Resolution number : 00/29
Discussed issue : Grant right to increase budgeted expenditure
Decision : Grant the right to increase the budgeted expense related to promotion and activation of international credit card transaction by MNT 682.4 million and increase the card fee income by MNT 682.4 million from the partner organization support funding.
Resolution number : 00/30
Discussed issue : Board Committee membership
Decision :
1. Approve the Membership structure of the Audit Committee as follows:
a. Audit Committee Chairperson:
i. James B. Dwyer /Ind. Dir./
b. Audit Committee Members:
i. Robert W. van Zwieten /Ind. Dir./
ii. Alexander Picker /Ind. Dir./
iii. Ch. Munkhtsetseg
iv. D.Munkhtur
2. Approve the Membership structure of the Risk Management Committee as follows:
a. RMCommittee Chairperson:
i. Alexander Picker /Ind. Dir./
b. RMComiittee Members:
i. James B. Dwyer /Ind. Dir./
ii. Robert W.Van Zwieten /Ind. Dir./
iii. Ch. Munkhtsetseg
iv. J.Unenbat
3. Approve the Membership structure of the Nomination committee as follows:
a. NCommittee Chairperson:
i. Alexander Picker /Ind. Dir./
b. NCommittee Members:
i. Robert W. van /Ind. Dir./
ii. Ch. Munkhtsetseg
4. Approve the Membership structure of the Governance, ethics, remuneration committee as follows:
a. GERCommittee Chairperson:
i. James B. Dwyer /Ind. Dir./
b. GERCommittee Members:
i. Alexander Picker /Ind. Dir./
ii. Ch. Munkhtsetseg
Resolution number : 00/31
Discussed issue : Golomt bank
Decision : Grant the right to increase the budgeted expense related to promotion and activation of international credit card transaction by MNT 682.4 million and increase the card fee income by MNT 682.4 million from the partner organization support funding.
Resolution number : 00/32
Discussed issue : Sale of bank real estate property
Decision : Grant the right to the bank to sell " Embassy Residence" office space to Embassy Residence LLC.
Discussed issue : Macro-Economic Update
Decision : Macro-Economic Update
Resolution number : 00/33
Discussed issue :
Golomt Bank's 2024 Business Plan and Budget:
-CEO Report
-Business plan and budget 2024
-Policies renewal
-Projects and programmes
-Research
Decision : Approved Golomt Bank's 2024 Budget and Business Plan as per the Attachment 1 of this Resolution.
Resolution number : 00/34
Discussed issue : Loan write-off from provision
Decision :
1.Grant the right to write off MNT 4,687.3 million of non-performing loans of 720 borrowers as indicated in the Appendix 1 and Appendix 3, plus the interest payment of MNT 1,672.7 million as of 30th November 2023, in total MNT 6,360.1 million from the provisions established along with the accumulated interest as of the day of transaction.
2.Grant the right to write off MNT 12.4 million of non-performing loan of 6 borrowers as indicated in the Appendix 2, plus the interest payment MNT 1.2 million interest payment as of 30th November 2023, in total of 13.6 million along with the accumulated interest as of the day of transaction.
3.Grant the right to write-off MNT 6.2 million receivables of 83 customers as indicated in the Appendix 4 and Appendix 5 from the provisions established.
Resolution number : 00/35
Discussed issue : Golomt Bank's Revised Organizational Structure
Decision : Approve the revised organizational structure of Golomt Bank as indicated per Attachment 1 of this resolution.
Resolution number : 00/36
Discussed issue : Approval of Golomt Bank Policies
Decision : Approved Golomt Bank's Information Technology Policy, Information Security Policy, Data Management Policy, Asset and Liability Management Policy, Human Resource Management Policy, Marketing Policy, Customer Centric Banking Policy, Business Process Management Policy, Compliance Policy, Credit Policy, Risk Management Policy.
Discussed issue : Audit Committee 4th Quarter Report.
Decision : AAudit Committee 4th Quarter Report.
Resolution number : 00/37
Discussed issue : Approval of "Risk Appetite Statement - 2024"
Decision : Approved Golomt Bank's "Risk Appetite Statement - 2024"
Resolution number : 00/38
Discussed issue : Approval of 2024 Budget and Operational Plan of Internal Audit Division
Decision : Approved Golomt Bank's Internal Audit Function units' "Midterm strategic goals 2024-2026", "2024 Operational Plan", IAD's audit plan, DAU's work plan, Golomt Bank's Internal Audit Function units' Budget 2024
Resolution number : 00/39
Discussed issue : Approval of Golomt Bank Code of Conduct
Decision : Approved the Golomt Bank Code of Conduct and its' implementation plan.
Discussed issue : Nomination Committee report
Decision : Nomination Committee report
Discussed issue : Next Board Meeting date
Decision : Next Board Meeting date
Resolution number : 00/40
Discussed issue : Working group establishing
Decision : Established the working group and approved its members.
Resolution number : 00/01
Discussed Item : Authorize engagement with HANSAINVEST FINANCE I GMBH & CO. GESCHILOSSENE INVESTMENTKOMMANDITGESELLSCHAFT
Decision : Approve the senior loan agreement to be entered into between Golomt Bank JSC as the Borrower and HANSAINVEST FINANCE I GMBH & CO. GESCHILOSSENE of which has been reviewed by the Board, and hereby authorizes borrowing by the Company of the Loan (as defined below) on the principal terms and conditions set out below and as further detailed in the Loan Agreement.
Resolution number : 00/02
Discussed Item : Grant right to increase budgeted expenditure
Decision : Grant the right to increase the budgeted capital expense for the purchase of land and unfinished building.
Resolution number : 00/03
Discussed Item : Approval of general cooperation agreement
Decision : Grant the right to the Bank to establish a strategic partnership agreement with Mandal Insurance JSC as per the conditions presented.
Resolution number : 00/04
Discussed Item : Dividend allocation
Decision : Grant the right to Golomt Bank to allocated MNT 90 for each ordinary share from the net profit of the financial year 2023. The registration date of the shareholders qualified for dividend allocation shall be consistent with the date of the Annual general shareholders' meeting (AGM) registration date, as indicated in the Resolution calling on the AGM. Allocate the dividend through the Mongolian Central Securities Depository (MCSD) in each individual shareholders' account, 60 (sixty) days after the permission to allocate dividend is provided from the respective regulator.
Resolution number : 00/05
Discussed Item : Call for annual general meeting of shareholders
Decision :
1. Call on the regular meeting of the shareholders of Golomt Bank on 15th April, 2024 at 09 am at the Main Hall of the Shangri-La Hotel, Ulaanbaatar.
2. Approve the items of business as follows:
2.1. Golomt Bank 2023 operational and financial report
2.2. Board conclusion of the Bank’s 2023 operational and financial report
2.3. 2023 audited financial results by independent auditor
2.4. Dividend distribution decision of the Board from net profit of 2023
2.5. Work report of the Board of Directors of 2023 and 2024 remuneration budget
2.6. Appointment of Board of Directors
2.7. Employee Stock Ownership Program
3. Determine the date of establishing list of shareholders who have right to attend the meeting as of 25th March, 2024.
4. Date for announcing about calling on the shareholders’ meeting, shall be set within 10th March, 2024 pursuant to the Clause 65.4 of Article 65 of the Company Law of Mongolia.
Discussed Item : Loan request related to Khanguud Properties LLC
Decision : Supported to issue an uncovered guarantee to Khanguud Properties LLC
Decision : Decision adopted by the supporting votes of the Independent Board Directors
Discussed Item : Loan request related to Undur Ulaan Travel LLC
Decision : Supported to issue an investment loan to Undur Ulaan Travel LLC
Decision : Decision adopted by the supporting votes of the Independent Board Directors
Discussed Item : Loan request related to Golomt Capital Securities LLC
Decision : Requested for a stock market update and decided to issue the loan.
Decision : Decision adopted by the supporting votes of the Independent Board Directors
Discussed Item : Loan request related to Bayasgalan D
Decision : Decided to issue an investment loan to Bayasgalan D
Decision : Decision adopted by the supporting votes of the Independent Board Directors
Discussed Item : Loan request related to Bodi International LLC
Decision : Decided to issue a working capital loan to Bodi International LLC
Decision : Decision adopted by the supporting votes of the Independent Board Directors
Discussed Item : Loan request related to Easy Pay LLC
Decision : Decided to issue a loan for office space purchase to Easy Pay LLC
Decision : Decision adopted by the supporting votes of the Independent Board Directors
Discussed Item : Loan request related to Ashid Golomt NBFI LLC
Decision : Decided to issue a credit line for Ashid Golomt NBFI LLC.
Decision : Decision adopted by the supporting votes of the Independent Board Directors
Discussed Item : Loan request related to Tsetsens Mining and Energy LLC
Decision : Decided to issue an investment loan to Tsetsens Mining and Energy LLC.
Decision : Decision adopted by the supporting votes of the Independent Board Directors
Discussed Item : Loan request related to Bayasgalan D.
Decision : Decided to issue a working capital loan to Bayasgalan D.
Decision : Decision adopted by the supporting votes of the Independent Board Directors
Discussed Item : Loan request related to Easy Pay LLC
Decision : Decided to issue a business loan to Easy Pay LLC.
Decision : Decision adopted by the supporting votes of the Independent Board Directors
Discussed Item : Loan request related to Golomt Capital Securities LLC
Decision : Decided to increase a credit line for Golomt Capital LLC.
Decision : Decision adopted by the supporting votes of the Independent Board Directors
Discussed Item : Sale of office space at Embassy Residence
Decision : Decided to sell an office space of Golomt Bank located in Embassy Residence office to Embassy Residence LLC.
Decision : Decision adopted by the supporting votes of the Independent Board Directors
Discussed Item : Approval of general cooperation agreement
Decision : Grant the right to the Bank to establish a strategic partnership agreement with Mandal Insurance JSC as per the conditions presented.
Decision : Decision adopted by the supporting votes of the Independent Board Directors
No transaction has been made.
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