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.
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 å(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:
Other work included:
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), Nå Mikhalkov and Y Poletaev. Last year, the Committee held seven meetings, at which it: