Management bodies

General Meeting of Shareholders

The senior management body of Bank Vozrozhdenie is the General Meeting of Shareholders. The Bank provides equal rights to all shareholders and ensures equal participation of all shareholders in the Meeting. Shareholders receive timely notification of the event and sufficient background materials for making decisions on the items on the agenda at least 30 days prior to the scheduled day of the Meeting. Shareholders holding not less than 2% of voting shares are entitled to include items in the Meeting agenda and nominate candidates for election to the Board of Directors and the Audit Commission.

The Bank holds the Annual General Meeting of Shareholders to provide all shareholders with the opportunity to review and discuss the results of the Bank’s financial and operational activities during the previous financial year. In the period between annual meetings, an Extraordinary General Meeting of Shareholders may be called by the Board of Directors, the Audit Commission, the external auditor or shareholders with 10% or more of voting shares.

Top

Board of Directors

The Board of Directors is responsible for general management of the Bank’s activities, except for issues within the competence of the General Meeting of Shareholders, in accordance with current legislation and the Articles of Association of the Bank.

The Board of Directors is empowered to determine the strategic priorities of the Bank, to control its financial and economic activities, establish and maintain an effective system of internal control, secure shareholders’ rights, and supervise the activity of executive bodies.

The Board of Directors consists of 12 members. Directors are elected by the Annual General Meeting of Shareholders for the period until the next Annual General Meeting or until an Extraordinary General Meeting with an agenda that includes the election of new members to the Board of Directors.

The following issues are regularly included in meeting agendas of the Board of Directors:

On 25 June 2010, the General Meeting of Shareholders elected the Board of Directors, of which 10 directors were the same and two were new. Otar Margania was elected the Chairman of the Board.

In accordance with best corporate governance practices and recommendations by the Corporate Conduct Code of the Russian Federal Financial Markets Service, independent directors are members of the Board of Directors. In 2010, half of the directors were independent. To determine the independence of members of the Board of Directors, the Bank uses criteria laid out in internal documents that meet FFMS requirements.

The Bank defines independent directors as those who:

Top

Report of the Board of Directors

Nine meetings of the Board of Directors were held in 2010, including one held in the form of joint presence and eight meetings in the form of absentee voting (using questionnaires). Board meetings reviewed 79 agenda items.

The key decisions of the Board of Directors in 2010 were:

Top