Committees of the Board of Directors — Annual report 2011

Annual Report 2011
To the bank’s web-site по-русски

- 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

# Committees of the Board of Directors

The committees are responsible for providing recommendations and expertise to the Board of Directors regarding key issues within their competencies. In 2011, there were two committees: the Audit Committee and the Human Resources and Remuneration Committee. In accordance with best international practice, both committees are headed by independent directors.

## 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. It also evaluates existing procedures for internal control and provides recommendations for their improvement.

A new Audit Committee was elected at the Annual General Meeting of Shareholders on 24 June 2011. Its members are V Panskov е(Chairman of the Committee), N Zatsepin and O Lapushkin, who replaced outgoing director V Zhigulich. The Committee held eight meetings in 2011.

Last year, the Audit Committee carried out a preliminary review of the:

- Execution of the Bank’s financial plan for 2010
- The Bank’s financial plan for 2010
- Schedule of reviews of internal divisions by the Internal Control and Audit Service in 2011
- Report on work of the Internal Control and Audit Service in 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 of criminally obtained revenues and financing of terrorism
- Quarterly IFRS results

Other work included:

- Quarterly analysis of information about inspections conducted by the Central Bank sent to the Board of Directors
- Analysis of the results of audit checks in 2010 and review of the auditor’s report
- Preparation of recommendations to the Board of Directors regarding candidates for the external auditor
- Preliminary review of the report by the Credit Risk division for 2010 and the results of the stress-testing as of 1 January 2011

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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. In addition, it defines requirements applied to candidates for the Chairman and members of the Management Board. It also carries out assessments of the activity of the Chairman and members of the Management Board and provides recommendations regarding the renewal of their contracts.

The existing Human Resources and Remuneration Committee was reelected at the Annual General Meeting of Shareholders on 24 June 2011.

The members are M Eskindarov (Chairman of the Committee), Nе Mikhalkov and Y Poletaev. Last year, the Committee held seven meetings, at which it:

- 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
- Developed recommendations regarding the amount of remuneration paid to members of the Board of Directors based on the results for the year
- Preliminarily reviewed the new version of the Regulation on the Human Resources and Remuneration Committee
- Preliminarily reviewed Amendment 1 to the Regulation on Self-assessment of the Activities of the Board of Directors
- Preliminarily reviewed Amendment 1 to the Regulation on Assessment of the Activities of the Executive Bodies

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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