This Corporate Governance Code (the "Code") presents essential statutory regulations for the management and supervision (governance) of EXIMBANK and contains internationally and nationally recognized standards for good and responsible governance. The Code aims at making the Eximbank Corporate Governance system transparent and understandable. Its purpose is to promote the trust of international and national investors, customers, employees and the general public in the management and supervision.

The Code clarifies the rights of shareholders, who provide the company with the required equity capital and who carry the entrepreneurial risk.

A Single Management Body system is prescribed by law for Moldova stock corporations:

The Management Board is responsible for managing the enterprise. Its members are jointly accountable for the management of the enterprise. The Chairman of the Management Board coordinates the work of the Management Board.

The Board of Directors appoints, supervises and advises the members of the Management Board and is directly involved in decisions of fundamental importance to the enterprise. The Chairman of the Board of Directors coordinates the work of the Board of Directors.

The accounting standards of Moldova enterprises are oriented on the "true and fair view" principle and represent a fair picture of the actual conditions of the asset, financial and earnings situations of the enterprise.

As a rule the Code will be reviewed annually against the background of national and international developments and be adjusted, if necessary. v

2. Shareholders and the General Meeting	JSCB EXIMBANK in compliance
2.1 Shareholders
2.1.1 Shareholders exercise their rights at the General Meeting and vote there.	yes
2.1.2 Each share carries one vote. There are no shares with multiple voting rights, preferential voting rights or maximum voting rights.	yes
2.2 General Meeting
2.2.1 The Management Board submits via the Board of Directors to the General Meeting the Annual Financial Statements and the Consolidated Financial Statements. The General Meeting resolves on the appropriation of net income and the discharge of the acts of the Management Board, the Board of Directors and the Auditing Committee. It elects the shareholders' representatives to the Board of Directors and the auditors.	yes
Furthermore, the General Meeting resolves on the Articles of Association, the purpose of the company, amendments to the Articles of Association and essential corporate measures such as, in particular, inter-company agreements and transformations, the issuing of new shares and, in particular, of convertible bonds and bonds with warrants, and the authorization to purchase own shares.	yes
2.2.2 When new shares are issued, shareholders, have pre-emptive rights corresponding to their share of the equity capital.	yes
2.2.3 Each shareholder is entitled to participate in the General Meeting, to take the floor on matters on the agenda and to submit materially relevant questions and proposals.	yes
2.2.4 The chair of the meeting provides for the expedient running of the General Meeting.	yes
2.3 Invitation to the General Meeting, Proxies
2.3.1 At least once a year the shareholders' General Meeting is to be convened by the Board of Directors giving details of the agenda. A quorum of shareholders is entitled to demand the convening of a General Meeting and the extension of the agenda. The Management Board via the Board of Directors does not only provide the reports and documents, including the Annual Report, required by law for the General Meeting, and send them to shareholders upon request, but also publishes them on the company's Internet site together with the agenda.	yes
2.3.2 The company shall inform all domestic and foreign shareholders, shareholders' associations of the convening of the General Meeting together with the convention documents, upon request, also using electronic channels.	yes
2.3.3 The company shall facilitate the personal exercising of shareholders' voting rights. The company shall also assist the shareholders in the use of proxies. The Management Board shall arrange for the appointment of a representative to exercise shareholders' voting rights in accordance with instructions; this representative should also be reachable during the General Meeting.	yes
2.3.4 The company can make it possible for shareholders to follow the General Meeting using modern communication media (e.g. Internet).	yes
3. Cooperation between Management Board and Board of Directors
3.1 The Management Board and the Board of Directors cooperate closely to the benefit of the enterprise.	yes
3.2 The Management Board coordinates the enterprise's strategic approach with the Board of Directors and discusses the current state of strategy implementation with the Board of Directors in regular intervals.	yes
3.3 For transactions of fundamental importance, the Articles of Association or the Board of Directors specify provisions requiring the approval of the Board of Directors. They include decisions or measures which fundamentally change the asset, financial or earnings situations of the enterprise.	yes
3.4 Providing sufficient information to the Board of Directors is the joint responsibility of the Management Board, the Internal Audit and the Audit Committee.	yes
The Management Board informs the Board of Directors regularly, without delay and comprehensively, of all issues important to the enterprise with regard to planning, business development, risk situation and risk management. The Management Board points out deviations of the actual business development from previously formulated plans and targets, indicating the reasons therefore.	yes
The Board of Directors shall specify the Management Board's information and reporting duties in more detail. The Management Board's reports to the Board of Directors are, as a rule, to be submitted in writing (including electronic form). Documents required for decisions, in particular, the Annual Financial Statements, the Consolidated Financial Statements and the Auditors' Report are to be sent to the members of the Board of Directors, to the extent possible, in due time before the meeting.	yes
3.5 Good corporate governance requires an open discussion between the Management Board and Board of Directors as well as among the members within the Management Board and the Board of Directors. The comprehensive observance of confidentiality is of paramount importance for this.	yes
All board members ensure that the staff members they employ observe the confidentiality obligation accordingly.	yes
3.6 The meetings of the Board of Directors are convened when necessary, but at least once a month, possibly with members of the Management Board.	yes
If necessary, the Board of Directors should meet without the Management Board.	yes
3.7 In the event of a takeover offer, the Management Board of the target company must submit a statement of their reasoned position so that the shareholders can make an informed decision on the offer.	yes
After the announcement of a takeover offer, the Management Board may not take any actions outside the ordinary course of business that could prevent the success of the offer unless the Management Board has been authorized by the General Meeting or the Board of Directors has given its approval. In making their decisions, the Management Board and the Board of Directors are obliged to act in the best interests of the shareholders and of the enterprise.	yes
In appropriate cases the Management Board should convene an extraordinary General Meeting at which shareholders discuss the takeover offer and may decide on corporate actions.	yes
3.8 The Management Board and the Board of Directors comply with the rules of proper corporate management. If they violate the due care and diligence of a prudent and conscientious Managing Director or the Board of Directors member, they are liable to the company for damages.	yes
3.9 Extending loans from the enterprise to members of the Management and the Board of Directors or their relatives requires the approval of the Board of Directors.	yes
3.10 The Management Board and the Board of Directors report each year on the enterprise's Corporate Governance in the Annual Report.	yes
4. Management Board
4.1 Tasks and Responsibilities
4.1.1 The Management Board is responsible for independently managing the enterprise. In doing so, it is obliged to act in the enterprise's best interests and undertakes to increase the sustainable value of the enterprise.	yes
4.1.2 The Management Board develops the enterprise's strategy, coordinates it with the Board of Directors and ensures its implementation.	yes
4.1.3 The Management Board ensures that all provisions of law are abided by and works to achieve their compliance by group companies.	yes
4.1.4 The Management Board ensures appropriate risk management and risk controlling in the enterprise.	yes
4.2 Composition and Compensation
4.2.1 The Management Board shall be comprised of several persons and have a Chairman. Terms of Reference shall regulate the allocation of areas of responsibility and the cooperation in the Management Board.	yes
4.2.2 Compensation of the members of the Management Board is determined by the Board of Directors at an appropriate amount based on a performance assessment in considering any payments by group companies. Criteria for determining the appropriateness of compensation are, in particular, the tasks of the member of the Management Board, his performance, the economic situation, the performance and outlook of the enterprise taking into account its peer companies.	yes
4.2.3 The compensation of the members of the Management Board shall be comprised of a fixed salary and variable components. Variable compensation should include one-time and annually-payable components linked to the business performance as well as long-term incentives.	yes
4.3 Conflicts of interest
4.3.1 During their employment for the enterprise, members of the Management Board are subject to a comprehensive non-competition obligation.	yes
4.3.2 Members of the Management Board and employees may not, in connection with their work, demand nor accept from third parties payments or other advantages for themselves or for any other person nor grant third parties unlawful advantages.	yes
4.3.3 Members of the Management Board are bound by the enterprise's best interests. No member of the Management Board may pursue personal interests in his decisions or use business opportunities intended for the enterprise for himself.	yes
4.3.4 All members of the Management Board shall disclose conflicts of interest to the Board of Directors without delay and inform the other members of the Management Board thereof. All transactions between the enterprise and the members of the Management Board as well as persons they are close to or companies they have a personal association with must comply with standards customary in the sector. Important transactions shall require the approval of the Board of Directors.	yes
4.3.5 Members of the Management Board shall take on sideline activities outside the enterprise only with the approval of the Board of Directors.	yes
5. Board of Directors.
5.1 Tasks and Responsibilities
5.1.1 The task of the Board of Directors is to advise regularly and supervise the Management Board in the management of the enterprise. It must be involved in decisions of fundamental importance to the enterprise.	yes
5.1.2 The Board of Directors appoints and dismisses the members of the Management Board. Together with the Management Board, it ensures that there is long-term successor planning.	yes
The maximum possible appointment period of four years is allowed by Law.	yes
No age limit for members of the Management Board is specified.	yes
5.1.3 The Board of Directors shall issue Terms of Reference.	yes
5.2 Tasks and Authorities of the Chairman of the Board of Directors
The Chairman of the Board of Directors coordinates work within the Board of Directors and chairs its meetings.	yes
The Chairman of the Board of Directors prepares the Board of Directors meetings. He should not be Chairman of the Audit Committee.	yes
The Chairman of the Board of Directors shall regularly maintain contact with the Management Board, in particular, with the Chairman of the Management Board and consult with him on strategy, business development and risk management of the enterprise. The Chairman of the Board of Directors will be informed by the Chairman of the Management Board without delay of important events which are essential for the assessment of the situation and development as well as for the management of the enterprise. The Chairman of the Board of Directors shall then inform the Board of Directors and, if required, convene an extraordinary meeting of the Board of Directors.	yes
5.3 Formation of Committees
5.3.1 Depending on the specifics of the enterprise and the number of its members, the Board of Directors shall form committees with sufficient expertise. They serve to increase the efficiency of the Board of Directors' work and the handling of complex issues. The respective committee chairmen report regularly to the Board of Directors on the work of the committees.	yes
5.3.2 The Board of Directors shall set up an Audit Committee which, in particular, handles issues of accounting and risk management, the necessary independence required of the auditor, the issuing of the audit mandate to the auditor, the determination of auditing focal points and the fee agreement. The Chairman of the Audit Committee should not be a former member of the Management Board of the company.	yes
5.4 Composition and Compensation
5.4.1 For nominations for the election of members of the Board of Directors, care shall be taken that the Board of Directors, at all times, is composed of members who, as a whole, have the required knowledge, abilities and expert experience to properly complete their tasks and are sufficiently independent.	yes
5.4.2 To ensure the Board of Directors' independent advice and supervision of the Management Board, the majority of the Board of Directors shall not be affiliated to the Enterprise.	yes
5.4.3 Every member of the Board of Directors must take care that he/she has sufficient time to perform his/her mandate. Members of the Management Board of a listed company shall not accept any of Board of Directors mandates in non-group listed companies.	yes
5.4.4 The election or re-election of members of the Board of Directors at different dates and for different periods of office enables changing requirements to be taken into account.	yes
5.4.5 Compensation of the members of the Board of Directors is specified by resolution of the General Meeting. It takes into account the responsibilities and scope of tasks of the members of the Board of Directors as well as the economic situation and performance of the enterprise. Also to be considered here shall be the exercising of the Chair and Deputy Chair positions in the Board of Directors as well as the chair and membership in committees.	yes
Members of the Board of Directors shall receive fixed as well as performance-related compensation	yes
Performance-related compensation should also contain components based on the long-term performance of the enterprise.	yes
5.4.6 If a member of the Board of Directors took part in less than half of the meetings of the Board of Directors in a financial year, this shall be noted in the Report of the Board of Directors.	yes
5.5 Conflicts of Interest
5.5.1 All members of the Board of Directors are bound by the enterprise's best interests. No member of the Board of Directors may pursue personal interests in his/her decisions or use business opportunities intended for the enterprise for himself/herself.	yes
5.5.2 Each member of the Board of Directors shall inform the Board of Directors of any conflicts of interest which may result from a consultant or directorship function with clients, suppliers, lenders or other business partners.	yes
5.5.3 In its report, the Board of Directors shall inform the General Meeting of any conflicts of interest which have occurred together with their treatment. Material conflicts of interest and those which are not merely temporary in respect of the person of a Board of Directors member shall result in the termination of his mandate.	yes
5.5.4 Advisory and other service agreements and contracts for work between a member of the Board of Directors and the company require the Board of Directors' approval.	yes
5.6 Examination of Efficiency The Board of Directors shall examine the efficiency of its activities on a regular basis.	yes
6. Transparency
6.1 The Management Board will disclose without delay any new facts which have arisen within the enterprise's field of activity and which are not known publicly, if such facts could, owing to their impact on the asset and financial situations or general business development, substantially influence the price of the company's registered securities.	yes
6.2 As soon as the company becomes aware of the fact that an individual acquires, exceeds or falls short of 5, 10, 25, 50 or 75% of the voting rights in the company by means of a purchase, sale or any other manner, the Management Board will disclose this fact without delay.	yes
6.3 The company's treatment of all shareholders in respect of information shall be equal. All new facts made known to financial analysts and similar addressees shall also be disclosed to the shareholders by the company without delay.	yes
6.4 The company shall use suitable communication media, such as the Internet, to inform shareholders and investors in a prompt and uniform manner.	yes
6.5 Any information which the company discloses abroad in line with corresponding capital market law provisions shall also be disclosed domestically without delay.	yes
6.6 As part of regular information policy, the dates of essential regular publications shall be published sufficiently in advance in a "financial calendar."	yes
6.7 Information on the enterprise which the company discloses shall also be accessible via the bank's Internet site. The Internet site shall be clearly structured.	yes
7. Reporting and Audit of the Annual Financial Statements
7.1 Reporting
7.1.1 Shareholders and third parties are mainly informed by the Consolidated Financial Statements. They shall be informed during the financial year by means of interim reports. The Consolidated Financial Statements shall be prepared under observance of internationally recognized accounting principles. For corporate law purposes (calculation of dividend, shareholder protection), Annual Financial Statements will be prepared according to national regulations, which also form the basis for taxation.	yes (IFRS)
Interim financial statements are provided according to the National Regulations	yes (NAS)
7.1.2 The Consolidated Financial Statements will be prepared by the Management Board and examined by the auditor and the Board of Directors. The Consolidated Financial Statements shall be publicly accessible within 120 days of the end of the financial year; interim quarterly reports shall be publicly accessible within 30 days of the end of the reporting period.	yes
7.1.3 The Consolidated Financial Statements shall contain information on stock option programs and similar securities-based incentive systems of the bank.	yes
7.1.4 The company publishes a list of third party companies in which it has a shareholding that is not of minor importance for the enterprise. The trading portfolios of banks and financial services companies, on which voting rights are not exercised are disregarded in this context. The following shall be provided: name and headquarters of the company, the amount of the shareholding and the amount of equity.	yes
7.1.5 Notes on the relationships with shareholders considered to be "related parties" pursuant to the applicable accounting regulations shall be provided in the Consolidated Financial Statements.	yes
7.2 Audit of Annual Financial Statements
7.2.1 Prior to submitting a proposal for election, the Board of Directors or, respectively, the Audit Committee shall obtain a statement from the proposed auditor stating whether, and where applicable, which professional, financial and other relationships exist between the auditor and its executive bodies and head auditors on the one hand, and the enterprise and the members of its executive bodies on the other hand, that could call its independence into question. This statement shall include the extent to which other services were performed for the enterprise in the past year, especially in the field of consultancy, or which are contracted for the following year.	yes
The Board of Directors shall agree with the auditor that the Chairman of the Board of Directors will be informed immediately of any grounds for disqualification or impartiality occurring during the audit, unless such grounds are eliminated.	yes
7.2.2 The General Shareholders Meeting commissions the auditor to carry out the audit and the Management Board concludes an agreement on the latter's fee.	yes
7.2.3 The Board of Directors shall arrange for the auditor to report without delay on all facts and events of importance for the tasks of the Board of Directors which arise during the performance of the audit.	yes
7.2.4 The auditor takes part in the Board of Directors' deliberations on the Annual Financial Statements and Consolidated Financial Statements and reports on the essential results of its audit.	yes