Management bodies — 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

# Management bodies

## General Meeting of Shareholders

The senior management body of Bank Vozrozhdenie is the General Meeting of Shareholders. The Bank provides equal rights to all shareholders and ensures equal participation of all shareholders in the Meeting, which takes place at least once a year. Shareholders receive timely notification of the event and have access to information relating to items on the agenda.

The Bank holds the Annual General Meeting to provide all shareholders with the opportunity to review and discuss the results of the Bank’s activities during the previous financial year. Shareholders with at least 2% of voting shares are entitled to include items on the Meeting agenda and nominate candidates for election to the Board of Directors and the Audit Commission. In 2011, the Annual General Meeting was held on 24 June.

In the period between annual meetings, an Extraordinary General Meeting of Shareholders may be called by the Board of Directors, the Audit Commission, the external auditor or shareholders with 10% or more of voting shares at the date of making the request. Last year, there were no Extraordinary General Meetings.

To learn more about the procedure for holding General Meetings of Shareholders or view the official documents from the Annual General Meeting in 2011, visit www.vbank.ru.

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## Board of Directors

The Board of Directors is responsible for general management of the Bank’s activities, in accordance with current legislation and the Articles of Association. It is empowered to determine the strategic priorities of the Bank, to control its financial and economic activities, maintain an effective system of internal control, secure shareholders’ rights, and supervise the activity of executive bodies.

Directors are elected by the Annual General Meeting of Shareholders for the period until the next Annual General Meeting or until an Extraordinary General Meeting with an agenda that includes the election of new Directors. The Board consists of 12 members.

Bank Vozrozhdenie places great importance on the presence of independent directors, in the belief that their work increases the objectivity of decisions by the Board and ensures maximum protection of shareholders’ rights and interests. In accordance with internal documents, the Board should include at least three independent directors. In 2011, in line with best international practice, six of the 12 members of the Board were independent.

To determine the independence of members of the Board of Directors, the Bank uses criteria laid out in internal documents that meet FFMS requirements. Last year, the requirements for independent directors did not change.

### Report of the Board of Directors

In 2011, the Board of Directors held ten planned meetings and two extraordinary ones. A total of 106 agenda items were reviewed.

The key decisions of the Board of Directors in 2011 related to:

- Approval of the financial plan (budget) of the Bank for 2011
- Approval of the Audit Committee membership
- Approval of the Human Resources and Remuneration Committee membership
- Approval of amendments to the Articles of Association
- Convocation of the Annual General Meeting of Shareholders and approval of its agenda
- Development of recommendations for the General Meeting of Shareholders on the amount of dividends to be paid for the year
- Preliminary approval of the annual report
- Approval of the schedule of reviews by the Internal Control and Audit Service of the Bank’s internal divisions for 2011
- Approval of the fee paid to PricewaterhouseCoopers Audit for the Bank’s annual audit

In 2012, alongside matters that are reviewed regularly, the Board of Directors plans to evaluate the efficiency of its work and devise measures to improve it.

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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