Internal Control and Audit — Annual report 2011

Annual Report 2011
To the bank’s web-site ïî-ðóññêè

- 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

# Internal Control and Audit

## Internal Control System

The Bank’s internal control system oversees financial and business activities to protect the rights and legal interests of all shareholders and investors. The system aims to ensure compliance with all established procedures and authorities when making management decisions relating to the interests of the Bank, its shareholders and clients; ensure that the Bank fulfils the requirements of federal legislation and acts from the Central Bank and other state bodies; and adopt timely and effective measures to eliminate shortcomings and violations in the Bank’s activity, as well as prevent them from reoccurring. The rules for organizing the internal control system and other internal documents define the structure of the system, which consists of various management bodies, internal divisions and responsible employees.

Monitoring of the internal control system is the responsibility of the Board of Directors and the executive bodies.

The main activities of the system are:

- Control over compliance with the Law On Joint-Stock Companies and the • Bank’s Articles of Association by the executive bodies
- Control over the system for managing banking risks
- Control over distribution of authorities in the course of banking operations and other deals
- Control over management of information flows and ensuring information security
- Control over the system for combating the legalization of criminally obtained revenues and financing of terrorism
- Control to ensure that the Bank’s activities as a professional securities market participant comply with Russian laws and the regulations of the Federal Financial Markets Service

In 2011, the Bank continued the work to bring the internal control system in line with the scale and type of banking operations and transactions conducted, as well as streamlined the procedure for eliminating and preventing violations and shortcomings in a timely, complete manner. In addition, an internal knowledge base was established that defines the principles of developing the internal control system and dividing responsibilities for functions between employees, divisions and management bodies.

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## Internal Control and Audit Service

The Internal Control and Audit Service (ICAS) monitors the internal control system and helps management bodies to ensure that the Bank functions effectively. It carries out its activity in line with the Regulation on the Internal Control and Audit Service; the Bank’s Articles of Association and internal regulations; and Central Bank regulations.

The ICAS operates according to the principles of consistency, independence and impartiality. Its Head and employees may not combine their work with activities in other divisions.

The ICAS’s scope of authority includes:

- Audit reviews of all aspects of the Bank’s business
- Control over the efficiency of measures adopted by internal divisions and/ or management bodies of the Bank due to the results of reviews aimed at mitigating the risks detected
- Control over measures aimed at eliminating violations and shortcomings detected by specialists of the Central Bank and ICAS
- Cooperation with the Bank’s auditor and the Central Bank on issues regarding organization of internal control, as well as prevention and suppression of violations by Bank staff of legal acts, internal documents and professional standards
- Review of internal document drafts

ICAS is subordinate to the Board of Directors. Reports on its work and fulfillment of check plans are submitted at least twice a year.

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## Audit Commission

The Audit Commission is elected by the General Meeting of Shareholders for the period until the next meeting. It must consist of at least three members, who cannot simultaneously be members of the Bank’s Board of Directors or Management Board. Last year, the Commission had four members.

In 2011, the Audit Commission carried out an audit of the Bank’s financial and business activity in the previous financial year. It also analyzed the Bank’s financial position, compliance with established standards and limits, and the functioning of internal control and risk management systems. It confirmed the accuracy of the data in the annual report, annual financial statements and other financial documents. The Commission did not carry out any extraordinary audit based on a decision by the General Meeting of Shareholders or Board of Directors or following any request by shareholders.

#### Membership of the Audit Commission

Name, year and country of birth | Positions held at the Bank or other organizations | Share of the Bank’s authorized and issued capital | Education
--- | --- | --- | ---
Viktor A. Afonin, 1956, Russia | Chairman of the Audit Commission; Deputy General Director of Almazyuvelirexport (federal unitary enterprise) | — | Higher, Moscow Finance Institute
Tamara N. Lapinskaya, 1954, Russia | Member of the Audit Commission; Head of Business Planning and Analysis Division of the Finance Department | 0.004% | Higher, Moscow Finance Institute
Svetlana A. Markina, 1952, Russia | Member of the Audit Commission; Head of the Internal Operations Accounting Division of the Accounting and Financial Reporting Department | 0.0004% | Specialized secondary, All-Union School of Accounting and Credit
Dmitry V. Obryvalin, 1960, Russia | Member of the Audit Commission; Head of the Shareholder Relations Division of the Corporate Department | 0.0001% | Higher, Moscow Institute of Economics and Finance

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## Auditor

Each year, an independent audit is conducted at Bank Vozrozhdenie in accordance with Russian Accounting Standards and International Financial Reporting Standards. The independent auditor is approved by the General Meeting of Shareholders on the recommendation of the Board of Directors. ZAO PricewaterhouseCoopers Audit (before 1999, ZAO Coopers & Lybrand) has been the auditor since the Bank was founded.

Member of the Chamber of Russian Auditors (non-profit partnership)

State registration number: 1027700148431.

Address: Butyrsky Val 10, Moscow, 125047

ZAO PricewaterhouseCoopers Audit (and its official representatives) has no interests related to the Bank (or its official representatives).

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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