- How does the acquisition of shares work?
- Are BTA securities listed on any exchange?
- Does BTA have anti-money laundering (AML) and know-your-customer (KYC) policies?
- What special-purpose subsidiaries does BTA have?
- Who are BTA’s auditors in 2008?
- Who are BTA’s related parties?
- What is BTA’s policy and strategy toward equal opportunities for women and sexual harassment?
In accordance with Kazakhstani law, shares are acquired as follows:
1) a bid for shares is announced (officially published) at the market,
2) bids from investors are collected, at this stage, in accordance with Kazakhstani law, the shareholders have first refusal of the shares as opposed to all other investors. The shareholders must exercise this right of first refusal within a month after the news is made public by the media,
3) if some shares are unbid for by shareholders by the end of the month after the bidding is announced, such shares will be offered to other investors. No such offer may be made before the end of the term afforded to shareholders for the exercise of their right of first refusal.
4) the bid-for shares are paid for.
The last bid for shares was announced on April 2, 2007; bids from existing shareholders were to be submitted by May 5, 2007; the shareholders bid and paid for the entire US$1.5 billion allowed under first refusal, as a result, no shares could be bought by other investors.
Yes, BTA shares and bonds are listed on the Kazakhstani Stock Exchange, in category A. More detailed information is available at www.kase.kz.
Realising the importance of an international approach to fighting organised crime and terrorism, BTA has deployed policies designed to prevent its resources being used to legalise proceeds from crime and to finance terrorism.
BTA has developed and employs its Board-approved Anti-Money Laundering and Terrorism Financing Policy. Also in use is the Board-approved Know-Your Customer Policy (KYC).
Both policies are reviewed annually to ensure their compliance with current laws, international standards and best practices in the field. Amendments and supplements are introduced as necessary.
|#||Legal name of subsidiary||Place of registration||BTA interest|
|1.||Теmir Capital B.V.||Schouwburgplein 30-34, 3012 CL, Postbus 21153, 3001AD, Rotterdam, The Netherlands||100%|
|2.||BTA Finance Luxembourg SA, an affiliated company of JSC BTA Bank||46 A, Avenue J.F. Kennedy, L-1855, Luxembourg||86.11%|
|3.||Turan Alem Finance B.V.||3012 CL Rotterdam, The Netherlands Schouwburglpein 30-34||100%|
|4.||ООО "Dochernyaya organizatsiya АО "BTA Bank" "TuranAlem Finance""||129110, Russian Federation, Moscow, pr. Mira, 62, stroyeniye 1||100%|
|5.||BTA DPR Finance Company||P.O. Box 1093 GT, Boundary Hall, Cricket Square, George Town, Grand Cayman
A subsidiary without interest, control due to inclusion of the subsidiary’s financial reports into BTA’s financial reports as per auditors’ report.
|6.||ООО "BTA Finance"||129110, Russian Federation, Moscow, pr. Mira, 62, stroyeniye 1||100%|
Ernst & Young.
In accordance with paragraph 3 of Article 40 of Kazakhstan’s Banking Act, the following persons are recognised as related to a bank by a special relationship:
1) any officer or director, general manager and chief accountant of a branch, their spouses and next of kin;
2) an individual or legal entity having a major interest in the bank, or an officer of such legal entity, their spouses and next of kin;
3) a legal entity in which a person specified in sub-paragraphs a) and b) of this paragraph has a major interest;
4) a legal entity in which the bank has a major interest, an officer of such legal entity, their spouses and next of kin;
5) affiliated parties of the bank.
Also, in accordance with Article 2-1 of the Banking Act, a bank’s affiliated parties are parties defined in Article 64 of the Public Limited Company Act, as well as partners in a banking conglomerate.
And, in accordance with sub-paragraph 2) of Article 2 of the Banking Act, a banking conglomerate is a group of legal entities consisting of a parent and its subsidiaries (i.e., where the interest is 50% or more or where control is exercised), as well as entities in which the parent and/or its subsidiaries have a major interest (i.e., 20% up to 49%).
In addition to this, in accordance with Article 64 of the Public Limited Company Act, a company’s affiliated party is:
1) a major shareholder;
2) an individual who is next of kin (parent, brother, sister, son or daughter), married to or an in-law (brother, sister, parent, son or daughter of the spouse) of an individual who is a major shareholder in or officer of, except for an independent director, the company;
3) an officer of a company or legal entity specified in sub-paragraphs 1) and 4) through 9) of this paragraph, except for an independent director;
4) a legal entity controlled by a person who is a major shareholder in or officer of the company;
5) a legal entity in which a person who is a major shareholder in or officer of the company is a major shareholder or has a major property interest;
6) a legal entity in which the company is a major shareholder or has a major property interest;
7) a legal entity under a common control with the company by a third person;
8) a party bound with the company by a contract whereby it may direct the company’s decisions;
9) a party that solely or together with its affiliated parties owns, avails and disposes of ten or more per cent of voting shares in the company or legal entities specified in sub-paragraphs 1) and 4) through 8) of this paragraph;
10) another person who is an affiliated person of the company under Kazakhstani laws.
BTA has adopted the three elements of corporate culture, Mission, Values and Principles, each with a significance for the entire organisation, that enshrine respect to every individual and his or her rights and establish the principle of equal opportunity and fair treatment of employees and evaluation of their performance. In addition to this, BTA is guided by its Code of Business Ethics, a fundamental document setting the standards of business conduct and practice in accordance with Values and Principles. The collective body that rules on issues of ethics not covered by the Code is the Business Ethics Committee, that welcomes inquiries, anonymous or open, from employees. The rulings are communicated to all staff in the Q&A form at its Intranet portal.
It is worth mentioning that about 70% of BTA’s employees are women, who, like all other employees, are provided with voluntary medical insurance funded by BTA and, in certain cases, with financial assistance. BTA is in full compliance with requirements of Kazakhstani labor law, that sets out women’s rights and employment conditions in detail.