Committees of the Board of Directors — 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

# Committees of the Board of Directors

Two committees have been established under the Board of Directors: the Audit Committee and the Human Resources and Remuneration Committee. They are responsible for providing recommendations and expertise to the Board of Directors regarding key issues within their competencies.

## Audit Committee

The Audit Committee submits recommendations to the Board of Directors on the appointment of an external auditor and assesses the auditor’s opinion on the Bank’s financial statements. In addition, the Committee evaluates existing procedures for internal control and provides recommendations for their improvement.

The Audit Committee was elected on 25 June 2010, in accordance with the Board of Directors’ decision. Its members are V Panskov (Chairman of the Committee), V Zhigulich and N Zatsepin. The Committee held eight meetings in 2010.

In 2010, in accordance with the schedule of activities planned for the year, the Committee carried out a preliminary review of the:

- Schedule of reviews of internal divisions by the Internal Control and Audit Service for 2011
- Report on work of the Internal Control and Audit Service in 2009 and the first half of 2010
- Quarterly reports of the Controller of the Bank’s activity as a professional participant in the securities market
- Quarterly reports on compliance with the rules of internal control to prevent the legalization (laundering) of criminally obtained revenues and financing of terrorism
- Quarterly IFRS results
- Agreements and fees for the services of PricewaterhouseCoopers Audit and provided recommendations to the Board of Directors
- New edition of the Regulations on the Internal Control and Audit Service with subdivisions during internal audit reviews
- New edition of the Regulations on Control of Eliminating Violations and Inadequacies Uncovered in the Internal Control System
- Report on stress-testing at the Bank for the first half of 2010
- Fulfillment of the financial plan for 2010
- Financial plan (budget) for 2011

In addition to a quarterly review of reporting, carried out by the Central Bank, the Committee’s schedule for 2011 includes:

- Preliminary review of the Report of the Department for Credit Risk Control and the Report on Stress-testing for 2010
- Analysis of the auditor’s Report for 2010 and assessment of the auditor’s opinion
- Providing recommendations to the Board of Directors regarding candidates for the external auditor
- Preliminary consideration of the schedule of the Reviews of internal divisions by the Internal Control and Audit Service in the second half of 2011
- Approval of the Report on the Audit Committee’s activities during the year

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## Human Resources and Remuneration Committee

The Human Resources and Remuneration Committee develops the principles and criteria for establishing the amount of remuneration paid to members of the Board of Directors, the Chairman and members of the Management Board. The Committee also defines requirements applied to candidates for the Chairman and members of the Management Board and members of the executive bodies. It also carries out regular assessments of the activity of the Chairman and members of the Management Board and provides recommendations regarding the renewal of their contracts.

The Human Resources and Remuneration Committee was elected on 25 June 2010, following approval by the Board of Directors. O Margania withdrew his membership due to his election as the Chairman of the Board of Directors. The newly elected members are M Eskindarov (Chairman of the Committee), N Mikhailkov and Y Poletaev. The Committee held four meetings in 2010.

In 2010, the Human Resources and Remuneration Committee:

- Provided recommendations regarding candidates for the members of the Board of Directors and Audit Commission to be elected by the Annual General Meeting of Shareholders
- Devised recommendations regarding the amount of remuneration paid to members of the Board of Directors based on the results for the year
- Preliminarily reviewed the Regulation on Conducting a Self-evaluation of the Bank’s Activities
- Preliminarily reviewed the new edition of the Code of Corporate Ethics
- Preliminarily reviewed the Regulation on Conducting an Evaluation of the Activities of the Executive Bodies

The Committee’s work schedule for 2011 includes:

- Developing criteria for assessing the activity of the Board of Directors
- Preparing recommendations concerning candidates to the Board of Directors and the Audit Commission based on proposals from shareholders
- Evaluating the activities of the Board of Directors
- Carrying out a preliminary assessment and devising recommendations concerning candidates to the Board of Directors and the Audit Commission for election at the Annual General Meeting of Shareholders
- Devising recommendations concerning the amount of remuneration payable to members of the Board of Directors based on the results for the year
- Preliminarily reviewing the Bank’s development strategy
- Approving the Report on the Activity of the Human Resources and Remuneration Committee for the year

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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