Members of the Board of Directors — Annual report 2011

Annual Report 2011
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- Portrait of the Bank
- Letter from the Chairman of the Management Board
- Strategy
- Main Events of 2011
- Russian Economy and Banking Sector
- Business Overview
- Shareholder Structure
- Corporate Governance
  - Achievements in 2011
  - Management bodies
  - Committees of the Board of Directors
  - Members of the Board of Directors
  - Management Board
  - Internal Control and Audit
  - Dividend policy
  - Insider information
- Risk Management
- Human Resources
- Environment
- Social Responsibility
- Financial Statements
- Branches in Russia
- Offices of Vozrozhdenie Bank
- Address and Contacts

# Members of the Board of Directors

On 24 June 2011, the Annual General Meeting of Shareholders elected a new independent director, O Lapushkin. V Zhigulich left the Board of Directors. All other members were re-elected for a new term.

OTAR L. MARGANIA
Chairman of the Board of Directors, Non-executive Director

Born in 1959

Since February 2011, Mr. Margania has been the Dean of the Economics faculty of St Petersburg State University. Previously, he was a Senior VicePresident at Bank VTB. He has been a member of the Board of Directors at Bank Vozrozhdenie since 2003 and was a member of Human Resources and Compensation Committee from 2008 to 2010. He has been Chairman of the Board of Directors since June 2010.

Mr. Margania graduated from Leningrad State University and dedicated 15 years to science.

In 2009, he was awarded an Order of Honor in accordance with a Russian presidential decree.

Share in authorized and issued capital: 18.65%

DMITRY L. ORLOV
Executive Director

Born in 1943

Mr. Orlov is the Chairman of the Trustee Fund of the Moscow Financial Academy, a member of the Russian Banks Association, and a member of the Representatives Council of Banks Authorized by the Mayor of Moscow.

Mr. Orlov graduated from the Credit faculty of the Moscow Finance Institute (now, the Financial Academy under the Government of Russia). He worked in the Gosbank system for about 20 years, and in 1988 he became the Head of the Moscow Regional Department of Agroprombank of the USSR.

Mr. Orlov has been awarded the title “Honored Economist of the Russian Federation”. He has also been awarded the medal of the Order of Ivan Kalita, the medal “In Memory of the 850th Anniversary of Moscow”, the medal “For Strengthening Military Cooperation”, the mark of distinction “For Contribution to Moscow Region”, the award of the Governor of Moscow Region “For Contribution”, the award of the Governor of the Moscow Region “In Gratitude”, and the mark of distinction “For Impeccable Service to the City of Moscow”.

Mr. Orlov has been working with the bank since its foundation as Chairman of the Management Board and has been a member of the Board of Directors since 1994.

Share in authorized and issued capital: 30.70%

LYUDMILA A. GONCHAROVA
Executive Director

Born in 1958

Mrs. Goncharova manages the Economic Council, and the Bank’s Credit and Investment Committee and Client Committee. She is also responsible for the activity of the Credit, Asset Restructuring, Corporate Business and Legal Departments. Mrs. Goncharova has been working at Bank Vozrozhdenie since its foundation. She has been a member of the Board of Directors since 1996.

Mrs. Goncharova graduated from the Ternopol Financial-Economic Institute.

Mrs. Goncharova is also Chairwoman of the Board of Directors of V-REGISTR CJSC, Vozrozhdenie Finance and YUNOST, as well as a member of the Board of Directors of Baltiyskiy Kurort LLC.

Mrs. Goncharova has been awarded the medal of the Order of Ivan Kalita, the Honor “For Contribution to Moscow Region”, and the Honor of the Governor of Moscow Region “For Contribution”, “In Gratitude” and the medal “In Memory of the 850th Anniversary of Moscow”. She was also named “Honored Economist of Moscow Region”.

Share in authorized and issued capital: 1.25%

ALEXANDER V. DOLGOPOLOV
Executive Director

Born in 1961

Mr. Dolgopolov oversees the Retail, Marketing and Communications, Corporate, and Cash Operations Departments. He has been with the Bank since 1994 and has been a member of the Board of Directors since 1997.

Mr. Dolgopolov graduated from the Moscow G. V. Plekhanov Institute of National Economy. He has a doctorate in Economic Science and a license to carry out professional activities on the securities market.

Mr. Dolgopolov has been awarded the Honor of the Governor of Moscow Region “In Gratitude” and “For Contribution and Dedication”.

Share in authorized and issued capital: 0.36%

NIKOLAY S. ZATSEPIN
Non-executive Director

Born in 1952

Mr. Zatsepin is CEO of Retail Trade Company, General Director of SP-DorohovoNK and the Director of Edelweiss. He has been a member of the Board of Directors at Bank Vozrozhdenie since 1994 and is a member of the Audit Committee.

Mr. Zatsepin graduated from the Moscow Institute of Civil Aviation Engineers.

Share of authorized and issued capital: 0.16%

OLEG I. LAPUSHKIN
Independent Director

Born in 1951

Mr. Lapushkin was previously a General Manager of the Cyprus division of Vneshtorgbank, a General Manager of the Russian Commercial Bank, and a Consultant to FBME BANK Ltd (Cyprus). He was elected to the Board of Directors in 2011 and is a member of the Audit Committee.

Mr. Lapushkin graduated from the Moscow Institute of Finance in 1963.

Share of authorized and issued capital: 0%

YURY M. MARINICHEV
Non-executive Director

Born in 1937

Mr. Marinichev is Chairman of the Board of the Moscow Regional Union of Consumer Cooperation. Previously, he was Chairman of the Management Board of the organization. He is a member of the International Academy of Information, Information Processes and Technologies. He has been a member of the Board of Directors at Bank Vozrozhdenie since 1991 and was Chairman of the Board from 1994 to 2009.

Mr. Marinichev graduated from the Moscow Transport Institute and from the Industrial Production and Construction Organization faculty of the Moscow Engineering and Economics Institute.

Mr. Marinichev was awarded the Honor “For Contribution to the Motherland” IV class and “Honor Sign”.

Share of authorized and issued capital: 0.23%

NIKITA S. MIKHALKOV
Independent Director

Born in 1945

Mr. Mikhalkov is a film director, script writer, actor, producer and public figure. He is a National Artist of the RSFSR and has received the State Award of Russia three times. He is a member of the Presidium of the Culture and Art Council under the President of the Russian Federation. He is the Chairman of the Management Board of Studia TRITE, the President of the Russian Cultural Fund, and the Chairman of the Union of Russian Cinematographers.

Mr. Mikhalkov has been a member of the Board of Directors at Bank Vozrozhdenie since 2007 and is a member of the Human Resources and Remuneration Committee.

Mr. Mikhalkov graduated from Producer Faculty of the All-Russia State Institute of Cinematography in 1971.

The films made by Mr. Mikhalkov have received international recognition and have received a great number of awards, including an Oscar in 1994 for the film Burnt by the Sun and a special Golden Lion in Venetian Filmfest for the film 12 in 2007.

Mr. Mikhalkov has been awarded with such Honors as “Labor Red Banner”, “For Contribution to the Motherland” III and II classes, and the Honor of Sergey Radonezhskiy I class. He is a Knight (1992) and a Commander (1994) of the Legion d’Honneur (France). In 2004 he was awarded with Knight Grand Cross and Vittorio De Sica prize. In 2005, he was awarded the highest Russian public honor “For Labor and the Homeland” of Alexander Nevskiy.

Share of authorized and issued capital: 0%

VLADIMIR G. PANSKOV
Independent Director

Born in 1944

Mr. Panskov is the Advisor to the General Director of the International Center for Financial and Economic Development. He is a professor at the Moscow G.V. Plekhanov Institute of National Economy and the All-Russian Financial and Economic Institute. He is a member of the International Academy of Corporate Governance, the Russian Academy of the Natural Sciences, and the Board of Directors of Bankhaus Erbe.

Mr. Panskov has been a member of the Board of Directors at Bank Vozrozhdenie since 2008. He is Chairman of the Audit Committee.

Mr. Panskov graduated from the Moscow Financial Institute with a degree in Finance and Credit in 1965 and a master’s in 1971. He holds a doctorate in Economic Science.

Mr. Panskov was previously an Auditor in the Audit Chamber of the Russian Federation. He has been awarded the medals “Honor” and “Veteran of Labor”.

Share of authorized and issued capital: 0.003%

YURY V. POLETAEV
Independent Director

Born in 1943

Mr. Poletaev has been a member of the Board of Directors since 2008. He is a member of the Human Resources and Compensation Committee.

Previously Mr. Poletaev was the Chairman of the Management Board and a member of the Board of Directors at Vneshtorgbank. He also was the Director of Moscow National Bank in London.

Mr. Poletaev graduated from the Moscow Financial Institute with a degree in Finance and Credit in 1965.

Share of authorized and issued capital: 0%

VIKTOR V. KHARTOV
Independent Director

Born in 1955

Mr. Khartov is a chief designer and CEO of FSUE “Scientific and Production Union Named After S. A. Lavochkin”. Previously he was a deputy chief designer on electricity planning and management system JSC “Informational Satellite Systems Named After M. F. Reshetnev”. He has been a member of the Board of Directors at Bank Vozrozhdenie since 2010.

Mr. Khartov graduated from Tomsk Polytechnic University in 1978. He holds a doctorate in Engineering. He has been awarded the “Laureate of Government Prize in the Field of Science and Engineering for 2008” and was named “Honored Designer of the Russian Federation” in 2009.

Share of authorized and issued capital: 0%

MUKHADIN A. ESKINDAROV
Independent Director

Born in 1951

Mr. Eskindarov has been rector of the Financial Academy under the Government of the Russian Federation since 2006 and was a first prorector from 2002. He has been rector of the Financial University under the Government of the Russian Federation since 2010.

Mr. Eskindarov has been a member of the Board of Directors at Bank Vozrozhdenie since 2010. He is the Chairman of the Human Resources and Compensation Committee.

At present, Mr. Eskindarov is a member of the Board of Directors of Bank of Moscow, TMK and MInB, as well as a member of the Supervisory Board of VTB.

Mr. Eskindarov graduated from the Moscow Finance Institute in 1976 with a degree in Finance and Credit. He holds a doctorate in Economic Science, and is a professor and an honored figure of science in the Russian Federation.

Share of authorized and issued capital: 0%

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## Remuneration to Members of the Board of Directors

All members of the Board of Directors receive remuneration for their work, apart from executive directors. The amount of remuneration is determined individually, based on the personal contribution of each director to the Bank’s development, position occupied and additional responsibilities.

Remuneration is paid to members of the Board of Directors based on the results for the previous year. The amount depends on the following factors: number of meetings of the Board of Directors and its committees, personal participation in meetings, participation in the work of committees, profit for the year, and results of the self-assessment of the Board of Directors.

The amount of remuneration to the Chairman of the Board of Directors shall not exceed RUB3 million per annum. The amount of remuneration paid to independent directors and chairpeople of Board committees shall not exceed RUB1.5 million per annum. The amount of remuneration paid to other members of the Board of Directors shall not exceed RUB600,000 per annum.

In accordance with the resolution by the Annual General Meeting of Shareholders dated 24 June 2011, the amount of remuneration paid to members of the Board of Directors for 2010 was RUB 9,600,000.

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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