Efficiency and accountability: Remuneration report

Board of Directors

Remuneration is applicable to all members of the Board of Directors, except those members who are also executive directors (the CEO and members of the Management Board).

There were no changes to the system of remuneration for 2013. The decision making order concerning the remuneration of members of the Board of Directors is determined by the Regulation on remunerations and compensations for members of the Board of Directors of Bank Vozrozhdenie, approved at the Shareholder General Meeting on June 25, 2010, Minutes #1.

According to the Regulation, the size of remuneration for members of the Board of Directors is recommended by the Human Resources and Compensation Committee of the Board of Directors. The size of remuneration is defined according to the personal input of each of the members to achieving the goals of development of the Bank, as well as in relation to the position on the Board of Directors and the additional responsibilities taken on by the member.

Board of Directors members are remunerated at the end of the financial year in accordance with the results of the year. In determining the eventual actual compensation, the number of convocations of the Board of Directors is considered, as well as membership of the Board of Directors Committees, the profits received by the Bank at the end of the financial year, as well as the self-assessment of the Board of Directors.

The size of remuneration of the Chairman of the Board of Directors cannot exceed 3 million roubles per annum, of the independent directors, who act as chairmen of Committees 1.5 million roubles per annum, of other members of the Board of Directors – 600 thousand roubles per annum.

In accordance with the decision of the Annual General Meeting of the Shareholders of the Bank, the total size of remuneration for the Board of Directors as a result of 2013 was 10,200,000 roubles. The remuneration was distributed as follows:

Chairman of the Board of Directors – 3,000,000 roubles;

Independent directors, acting as chairmen of Committees – 1,500,000 roubles;

Other Members of the Board of Directors – 600,000 roubles.

Executive directors (CEO and members of the Management Board) received no compensation.

Management Board

The Board of Directors reviews the matter of the current system for motivating members of the executive bodies being in line with the strategic aims of the Bank. Decisions of the Board of Directors on the matter of local normative acts, related to the financial compensation of the executive bodies, are taken on the basis of changes in the operating conditions of the Bank, including alterations in strategy, character and scope of the Bank’s business, as well as according to the level of risk taken.

The Board of Directors defines and approves the terms and conditions of agreements with the members of the executive bodies, resolves to adjust the level of their compensation and to approve internal documents, defining the principles and order for compensating the members of the executive bodies of the Bank.

The level of salary and compensation is defined in employment contracts. The compensation and bonus payment order for both the members of executive bodies and the Bank’s employees is determined by internal documents.

In 2013, total compensation for the members of the executive bodies, including salary, bonuses, premiums and other valuables was 194,700,689 roubles (in 2012 – 175,554,755 roubles).