Management bodies — Annual report 2010

Annual Report 2010
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- Portrait of the Bank
- Letter from the Chairman of the Management Board
- Strategy
- Main Events of 2010
- The Russian Economy and Banking Sector
- Business Overview
- Shareholder Structure
- Corporate Governance
  - Achievements in 2010
  - Management bodies
  - Committees of the Board of Directors
  - Members of the Board of Directors
  - Management Board
  - Internal Control and Audit
  - Dividend policy
  - Information disclosure
- Risk Management
- Social Responsibility
- Financial Statements
- Branches in Russia
- Offices of Bank Vozrozhdenie
- Address and Contacts

# 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.

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## 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:

- Quarterly consideration of the Bank’s results in accordance with International Financial Reporting Standards
- Quarterly consideration of reports by the Controller of the Bank’s professional activity on securities markets, as well as reports on compliance with the rules of internal control and with internal programs to combat legalization of revenues obtained by crime and financing of terrorism
- Quarterly consideration of review materials of the Bank by the Central Bank of Russia , which have been submitted to the Board of Directors
- Quarterly consideration of fulfillment of the Action Plan for improving the quality of corporate governance
- Consideration of the Report on stress-testing of the Bank for the half-year
- Consideration of the activity of the Bank’s Internal Control and Audit Service for the first half of the year and for the full year
- Consideration of reports by the Department for Control of Credit Risk for the full year

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:

- Have not been an official or an employee of the Bank for the last three years
- Are not an officer of another entity where any official of the Bank is a member of the Human Resources and Compensation Committee of the Board of Directors
- Are not an affiliated person to an official at the Bank
- Are not an affiliated person of the Bank (except for membership of the Board of Directors)
- Are not a party in liabilities to the Bank, the terms of which presuppose that the director may acquire property (receive funds) with a value of not less than 10% of its total annual income, except for remuneration for participation in the activity of the Board of Directors
- Are not a major counterparty of the Bank
- Have not been a member of the Board of Directors for more than five years
- Do not represent the Russian government

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## 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:

- Approval of the financial plan (budget) of the Bank for 2010
- Approval of the Audit Committee membership
- Approval of the Board’s Human Resources and Compensation Committee membership
- Approval of amendments to the Articles of Association
- Calling of the Annual General Meeting of Shareholders and approval of its agenda
- Development of recommendations for the General Meeting of Shareholders on the amount of dividends to be paid based on the results for the year
- Preliminary approval of the annual report
- Changing the registrar and conclusion of an agreement for providing security registrar services with OAO Registrar R.O.S.T
- Approval of the schedule of reviews by the Internal Control and Audit Service of the Bank’s internal divisions for 2011
- Approval of the fee paid to PricewaterhouseCoopers Audit for the Bank’s annual audit
- In addition to matters that are reviewed regularly, the Board of Directors plans to work on the following in 2011:
- Approval of the Bank’s development strategy
- Approval of amendments to the Articles of Association due to changes in legislation
- Approval of internal documents on risk management
- Self-evaluation of the activities of the Board of Directors

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## IR contacts

Tel.: +7 (495) 620 9071
Fax: +7 (495) 620 1953
Web-site: http://www.vbank.ru
Email: investor@voz.ru

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Related sections:

- Shareholder Structure
- Portrait of the Bank
- Social Responsibility

See also:

- Corporate Governance
- Information Disclosure
- Auditor
- Internal Documents