Sberbank - Annual Report 2010 - Organizational Structure

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# Organizational Structure

## General Shareholders’ Meeting

The General Shareholders’ Meeting is the highest bank management body taking decisions on the main issues of the Bank’s activity. The annual General Shareholders’ Meeting was convened on 4 June 2010. The meeting resolved to approve the Bank’s annual report for 2009, distribute profits and pay dividends for 2009, approve an independent auditor for 2010, elect members of the Supervisory Board and the Statutory audit commission, approve the new version of the Charter and Terms of Reference for the Management Board, and pay remuneration to the members of the Supervisory Board and the Statutory audit commission.

## Supervisory Board

According to the Charter, the Bank’s Supervisory Board is responsible for general management matters. In 2010, the Supervisory Board held five meetings, at which the members discussed, among other things, convening and preparing the annual General Shareholders’ Meeting, the Bank’s annual report for 2009, the distribution of profits and recommendations on dividend amounts, the Bank’s auditor for 2010, the implementation of anti-crisis programme measures, the specific features of the Bank’s lending policy, the interim operating results, the results of audits by the Internal Control Service, the approval of the securities prospectus and decisions on the issue of Russian depositary receipts confirming ownership right for United Company RUSAL Plc’s common shares, the approval of transactions with related parties, changes to membership of the Bank’s Management Board.

The Supervisory Board of Sberbank Russia consists of 17 members. The list of members elected to the Supervisory Board in 2010 comprises 12 members representing the majority shareholder, the Presidential Administration and Government of the Russian Federation; two Sberbank managers; and three independent directors, who fully meet Russian legislation’s requirements for independent directors.

### Members of the supervisory board elected on 4 June 2010

Sergey Ignatiev | Chairman of the Bank of Russia
Georgy Luntovsky | First Deputy Chairman of the Bank of Russia
Alexei Ulyukaev | First Deputy Chairman of the Bank of Russia
Andrei Belousov | Assistant to the President of the Russian Federation
Arkady Dvorkovich | Director of the Consolidated Economic Department of the Bank of Russia
Nadezhda Ivanova | Deputy Prime Minister of the Russian Federation — Minister of Finance
Alexei Kudrin | Deputy Prime Minister of the Russian Federation — Minister of Finance
Elvira Nabiullina | Minister of Economic Development of the Russian Federation
Alexei Savatyugin | Deputy Minister of Finance of the Russian Federation
Valery Tkachenko | Chief Auditor of the Bank of Russia
Konstantin Shor | Head of the Moscow Branch of the Bank of Russia
Sergey Shvetsov | Director of the Financial Market Operations Department of the Bank of Russia (up to 2010)
Managers of Sberbank
Herman Gref | CEO, Chairman of the Management Board of Sberbank of Russia
Bella Zlatkis | Deputy Chairman of the Management Board of Sberbank of Russia
Independent Directors
Sergey Guriev | Rector of the Russian Economic School, a non-state educational institution
Kayrat Kelimbetov | Chairman of the Management Board of the joint-stock company Samruk-Kazyn National Welfare Fund (Republic of Kazakhstan)
Vladimir Mau | Rector of the Russian Academy of National Economy and Public Administration under the President of the Russian Federation

## Supervisory Board’s committees

The Supervisory Board’s committees are special purpose bodies that have been established to conduct the preliminary review of important matters falling within the responsibility of the Supervisory Board, and to make relevant recommendations. The committees are formed annually from Supervisory Board members, with independent directors being included in each committee. The committees facilitate communications with the Bank’s governance bodies. The committees’ decisions are advisory in nature.

The Audit Committee is responsible for the preliminary assessment of candidates for the role of Bank auditor, reviewing reports prepared by the Bank auditor and the Statutory audit commission, assessing the efficiency of the Bank’s internal controls, and the preliminary review of the Bank’s annual financial statements. At 1 January 2011, the committee was chaired by Vladimir Mau; the other committee members are Nadezhda Ivanova and Valery Tkachenko.

The Staff and Remuneration Committee aims to attract highly qualified experts for management roles within the Bank and to create incentives for successes achieved. At 1 January 2011, the committee was chaired by Georgy Luntovsky; the other committee members are Konstantin Shor and Vladimir Mau.

The Strategic Planning Committee is responsible for the preliminary review of matters pertaining to Bank operations’ strategic management with a view to improving the Bank’s long-term efficiency. At 1 January 2011, the committee was chaired by Alexei Ulyukaev; the other committee members are Sergei Guriev, Herman Gref, Arkady Dvorkovitch, Kayrat Kelimbetov, Alexei Savatyugin and Sergey Shvetsov.

## Management Board

The Bank’s current activity is guided by the CEO, the Management Board Chairman and the Management Board, which is a collegial executive body of the Bank. Matters considered by the Board in 2010 included the preparation of the Bank’s business plan, the business plan for the development of small business, the establishment of interest rates on deposits, the development of largescale brokerage services for individual and corporate customers, the organisation of innovation activities at the Bank, Sberbank’s Corporate University, and the provision of charitable aid and sponsor support, among other things.

At 1 January 2011, the Board was composed of 14 Bank managers. Dmitry Davydov and Alexander Govorunov left the Management Board in 2010. In October 2010, Aleksander Torbakhov and Sergey Gorkov became members of the Management Board in the role of Deputy Chairman; Stanislav Kuznetsov was appointed Deputy Chairman of the Management Board (prior to 2010, he had been a member of the Management Board in the role of Senior Vice President).

### Members of Sberbank’s management board as of 1 January 2011

Herman Gref | CEO, Chairman of the Management Board
Sergey Gorkov | Deputy Chairman of the Management Board
Andrey Donskih | Deputy Chairman of the Management Board
Bella Zlatkis | Deputy Chairman of the Management Board
Anton Karamzin | Deputy Chairman of the Management Board
Evgeny Korolev | Deputy Chairman of the Management Board
Stanislav Kuznetsov | Deputy Chairman of the Management Board
Aleksander Torbakhov | Deputy Chairman of the Management Board
Denis Bugrov | Senior Vice President
Olga Kanovich | Senior Vice President
Victor Orlovsky | Senior Vice President
Alexander Bazarov | Vice President — Director of the Corporate Clients Department
Andrei Golikov | Vice President — Director of the Treasury and Financial Markets Department
Alexander Morozov | Vice President — Director of the Finance Department

## Management Board’s committees

A number of collegial bodies (committees) were established under the Management Board to enhance the efficiency of management and the development of the Bank’s business. Their main task is to resolve issues and establish a unified, coordinated policy across different lines of the Bank’s operations.

Corporate Business Committee | Adopts decisions on key issues related to the corporate business
Loans and Investments Committee | Adopts decisions on the most significant loans and related issues
Committee for Problem Assets | Adopts decisions on the key issues with respect to recovering loans and on writing off bad debts
Retail Business Committee | Adopts decisions on key issues related to the retail business
Retail Lending Committee | Adopts decisions on lending to individuals
Asset and Liability Management Committee. | Adopts decisions on the management of the Bank’s assets and liabilities, liquidity risk management and market risks
Committee on Implementation of the Development Strategy | Adopts decisions on key issues related to implementation of the Development Strategy
Processes and Technologies Committee | Adopts decisions on technological development, manages the IT projects portfolio, approves business process models
Staff Management Committee | Adopts decisions on human resource management, considers Central Office organisational structures and staff schedules

## Bank’s Collegium

The Collegium, a permanent collegial working body, has been operating at Sberbank since 2008. It comprises the members of the Management Board, the heads of the regional offices and subsidiary banks and a number of the heads of the Central Head Office’s subdivisions. The body is a platform for active discussions on strategic development issues and working out the best solutions with regard to the specific regional features of the Bank’s activity. The body meets regularly, usually at one of the regional offices, thereby allowing the best practices at the localities to be studied and the regional office’s subdivisions to be visited.

## Statutory audit commission

To supervise the Bank’s business, the annual General Shareholders’ Meeting appoints an Statutory audit commission. The Statutory audit commission oversees the Bank’s compliance with legal and other acts governing the Bank’s activity, the exercise of internal control in the Bank and the legitimacy of its operations. The Statutory audit commission assesses the accuracy of information included in the Bank’s Annual Reports and presented in its Financial Statements.

### Members of the statutory audit commission elected on 4 June 2010

Vladimir Volkov | Deputy Director — Head of the Accounting and Reporting Department, Bank of Russia
Lyudmila Zinina | Deputy Head of the Auditing Department of the Moscow Branch, Bank of Russia
Olga Polyakova | Deputy Director of the Internal Auditing and Inspection Department, Bank of Russia
Maxim Dolzhnikov | Deputy Director of the Internal Control, Revisions and Audit Department, Sberbank
Valentina Tkachenko | Deputy Chief Accountant — Deputy Director of Accounting Department, Sberbank
Natalia Polonskaya | Deputy Director of the Shared Service Centre, Sberbank
Yulia Isakhanova | Head of the Financial Control Division of the Finance Department, Sberbank

## Minority Shareholders Committee

The Minority Shareholders Committee has been operating at Sberbank since 2008. The Committee is focused on maintaining effective shareholder relations and enhancing the corporate governance environment. The results of the Committee’s work and the working schedule for 2011 were considered and approved by the Bank’s Supervisory Board.

In 2010, the Committee held five meetings in Moscow and six meetings at the regional head offices. Along with the establishment of call centres for shareholders in Moscow and Omsk, the Bank launched the Committee’s website www.sber-minor.ru, thereby simplifying relations and creating a discussion platform for shareholders.

### Members of the minority shareholders committee

Chairman | A.V. Danilov-Danilyan | minority shareholder of Sberbank
Members | M.G. Lyubomudrov | minority shareholder of Sberbank
| A.A. Navalny | minority shareholder of Sberbank
| M.N. Nedelsky | minority shareholder of Sberbank, general director of ZAO Status
| V.A. Statin | minority shareholder of Sberbank
| D.A. Udalov | minority shareholder of Sberbank
Secretary | D.V. Zhdanovitch | minority shareholder of Sberbank, head of the Investor Relations Department of Sberbank

## Internal control

The Bank’s internal control system has been established in compliance with the Bank of Russia’s requirements to maintain risk at a level that would not jeopardise the interests of the Bank’s shareholders and customers. In compliance with international practices, the Bank takes steps to develop and improve the efficiency of its internal control system in line with the nature and scale of the Bank’s business.

Over 33,700 scheduled reviews and more than 8,600 unscheduled inspections were performed in 2010 in accordance with the plan approved by Sberbank’s Supervisory Board and on Bank management instructions. Acting as members of the Statutory audit commissions, the representatives of the Internal Control Service conducted 17 inspections covering the financial and business activities of the Bank’s subsidiaries and associates, including two inspections of the subsidiary banks.

In 2010, the Internal Control Service provided ongoing independent monitoring to track the quality of the corporate and retail loan portfolio; realised operational risks; anti-money laundering and counter-terrorism financing actions; transactions in own securities; and subsidiaries’ and associates’ activities. The corresponding findings were reported to various levels of Bank management.

Throughout 2010, the Internal Control Service discovered no cases whereby management had taken risks unacceptable for the Bank; nor situations in which risk management measures were inadequate to the level of the risk assumed; nor any cases of violation, misconduct or fault in the activities of any Bank units or the Bank as a whole, which could have jeopardised the interests of investors and depositors or had a negative impact on the Bank’s financial stability.

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