Efficiency and accountability: Committees of the Board of Directors

Committees

The Board of Directors of Bank Vozrozhdenie formed the Audit Committee and the Human Resources and Compensation Committee to advise the Board of Directors on matters that are within its competence.

The quantity of committees remained the same in 2013 as it had been in 2012. There are likewise no foreseeable changes planned to the number of committees for 2014.

Audit Committee

The Audit Committee of the Board of Directors has been operating since 2006. The main task of the Committee is increasing the efficiency of the Board of Directors of the Bank in making strategic management decisions and to assist the latter in controlling the financial-planning activities of the Bank. Decisions of the committee are advisory in their nature.

The Committee consists of three members:

  • Chairman of the Committee Mr. Vladimir Panskov
  • Member of the Committee Mr. Nikolay Zatsepin
  • Member of the Committee Mr. Oleg Lapushkin

In 2013, the Audit Committee of the Board of Directors held 10 meetings, having discussed a total of 46 items. The following topics, among others, were considered:

  • Implementation of internal controls aimed at counteracting the legalisation of criminal proceeds and financing terrorism
  • Control over the Bank’s compliance with the Federal law on “Counteracting improper use of insider information and market manipulation”
  • Consideration of reaching targets set in the Financial Plan (Budget) of Bank Vozrozhdenie for the reporting period
  • Development of recommendations for preparation of internal documents regulating organisation of activities associated with internal control and assessment of risks
  • Analysing the opinions of the Bank’s external auditors, PricewaterhouseCoopers Audit

The committee also developed a number of proposals for the Board of Directors relating to candidates for the position of auditor of the Bank, as well as a number of other matters, associated with the effectiveness of the presently implemented procedures of internal control and ways in which the same could be improved.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee of the Board of Directors has been operational since 2008. The competency of the Committee includes the development of principles and criteria for determination of the size of remuneration of members of the Board of Directors, the CEO and members of the Management Board of the Bank. The tasks of the Committee also include the development of requirements for candidates to membership of the Board of Directors and the Management Board, as well as for the CEO role. Another important function of the Committee is the determination of key terms of contracting members of the Board of Directors and Management Board, as well as the assessment of the effectiveness of these terms.

The Committee consists of 3 members:

  • Chairman of the Committee Mr. Mukhadin Eskindarov
  • Member of the Committee Mr. Nikita Mikhalkov
  • Member of the Committee Mr. Yuri Poletaev

In 2013, the Human Resources and Compensation Committee convened 6 times and considered 9 items, relating to the assessment of the performance of the Board of Directors of the Bank, development of recommendations relating to the size of remuneration for the members of the Board of Directors and the Management Board, and development of recommendations relating to members of the Management Board taking roles in management of other organisations.