CORPORATE GOVERNANCE

Upgrading corporate governance in line with the best practice is one of the Bank’s key tasks. Strictly observing the rights of shareholders, internal control and auditing procedures, a high level of transparency and information disclosure, as well as the maintenance of efficient management bodies, ensure customer confidence and the maximum efficiency of shareholders’ investments.

The following internal Bank documents regulate corporate governance:

  • The Charter, as approved by a resolution of the General Shareholders Meeting held on May 18, 2017;
  • The Policy on the Supervisory Board, as approved by a resolution of the General Shareholders Meeting held on May 18, 2017;
  • The Policy on the Management Board, as approved by a resolution of the General Shareholders Meeting on May 18, 2017;
  • The Policy on the Strategy Committee of the Supervisory Board, as approved by a resolution of the Supervisory Board on July 23, 2015;
  • The Policy on the Appointments and Remuneration Committee of the Supervisory Board, as approved by a resolution of the Supervisory Board on August 12, 2016;
  • The Policy on the Audit Committee of the Supervisory Board, as approved by a resolution of the Supervisory Board on August 12, 2016;
  • The Policy on the Risk Management Committee of the Supervisory Board, as approved by a resolution of the Supervisory Board on July 31, 2014;
  • The Policy on the Corporate Secretary, as approved by a resolution of the Supervisory Board on August 12, 2016;
  • The Policy on the Revision Committee, as approved by a resolution of the General Shareholders Meeting held on April 28, 2011.
Corporate Governance Structure, January 1, 2019

THE GENERAL SHAREHOLDERS MEETING

The General Shareholders Meeting is the Bank’s supreme governing body that decides on key issues related to the Bank’s activities, as established by the Federal Law on Joint-Stock Companies, and the Bank’s Charter.

The Bank is obligated to hold an Annual General Shareholders Meeting not earlier than two months and not later than six months following the end of the fiscal year.

According to Russian legislation, the Bank may also convene additional General Shareholders Meetings.

The Annual General Shareholders Meeting, held on May 24, 2018, passed the following resolutions:

  • Approving the Annual Report, the Annual Financial Statements, and the profit allocation based on the results of 2017;
  • Paying 2017 dividends;
  • Paying remuneration to the members of the Bank’s Supervisory Board;
  • Compensation to the members of the Bank’s Supervisory Board of the costs incurred while acting in their professional capacities;
  • Approving FBK LLC as the Bank’s auditor for 2018 RAS reporting;
  • Determining the quantitative membership of the Bank’s Supervisory Board and electing members;
  • Electing the Bank’s Revision Committee;
  • Approving the Regulations on Remunerations and Compensations Paid to the Members of the Supervisory Board as amended and restated.

THE SUPERVISORY BOARD

The Supervisory Board is responsible for the general management of the Bank’s activities, except for issues that fall under the competency of the General Shareholders Meeting. The Supervisory Board determines strategic priorities for the Bank’s activity and controls the functioning of executive management bodies. According to a resolution from the 2018 General Shareholders’ Meeting, the Supervisory Board is made up of 9 members.

Elena V. Ivannikova has been the Chairperson of the Supervisory Board since July 2016 and has worked for the Bank since 2001. Previously, she worked as the Chief Accountant at Petrovsky Commercial Bank and Baltoneximbank. Ms. Ivannikova was born in 1965. She is a graduate of Kiev Institute of the People’s Economy.

Ms. Ivannikova owns 0.58% of the Bank’s ordinary shares. Her holding in the Bank’s charter capital is 0.55%.

Vladislav S. Guz has been the Deputy Chairman of the Supervisory Board since July 2016. Previously, Mr. Guz has acted as Chairman of the Management Board since August 2014 till July 2016, the First Deputy Chairman of the Management Board since 2009 and the Deputy Chairman of the Management Board since 2004. His previous experience includes working at the St. Petersburg Branch of Alfa-Bank as the First Deputy Director of the branch and its Executive Director (from 1996 until 2003). Mr. Guz was born in 1967. He is a graduate of Leningrad State University. Mr. Guz holds a PhD in Economics.

Mr. Guz owns no shares in the Bank.

Susan Gail Buyske joined the Bank's Supervisory Board in April 2012. Ms. Buyske was a member of the Board of Directors and chaired the risk and audit committee in a number of banks, as well as consulted on financial sector development issues for the World Bank, IFC, and others. She also worked as the Vice President at JP Morgan Chase. Ms. Buyske was born in 1954. She is a graduate of Middlebury College, Princeton University and Columbia University, and holds a PhD in Political Science.

Ms. Buyske owns no shares in the Bank.

Andrey P. Bychkov has been a member of the Supervisory Board since April 2010. At present, Mr. Bychkov is the Managing Director of the Financial Institutions Department at the Bank of Development and Foreign Trade (Vneshekonombank) State Corporation. Mr. Bychkov was born in 1961. He is a graduate of Moscow State University and the Russian Academy of Economics.

Mr. Bychkov owns no shares in the Bank.

Alexey A. Germanovich has been a member of the Supervisory Board since June 2014. He currently acts as a member of the Management Board of the St. Petersburg State University Development Endowment Fund and the Board of Directors of PJSC Unipro, and PJSC Centrinvest Bank. Mr. Germanovich was born in 1977. He is a graduate of Moscow State University and Cranfield University (UK).

Mr. Germanovich owns no shares in the Bank.

Pavel A. Kiryukhantsev has been a member of the Supervisory Board since May 2018. From 2007 to 2017, he was the Director of the Department of CJSC Ward Howell International. He has been the CEO of CJSC Zest Leaders since 2010 and Zest Team Development LLC since 2012. Mr. Kiryukhantsev has been a member of the Board of Directors and the Chairman of the Appointments and Remuneration Committee of JSC StroyTransNefteGaz since 2017. Mr. Kiryukhantsev was born in 1964. He is a graduate of Leningrad State University, Michel Institute (Germany) and INSEAD (France).

Mr. Kiryukhantsev owns 0.004% of the Bank’s ordinary shares. His holding in the Bank’s charter capital is 0.004%.

Alexander I. Polukeyev was a member of the Bank’s Supervisory Board from December 2005 to April 2008. He has held this position again since June 2014. From May 2006 to February 2009, he held the position of Vice Governor of St. Petersburg. Mr. Polukeyev was born in 1948. He is a graduate of Riga Civil Aviation Engineering Institute and North-West Academy of Public Administration. Mr. Polukeyev holds a PhD in Economics.

Mr. Polukeyev’s holding in the Bank’s charter capital is 0.0000019%.

Alexander V. Savelyev is the Chairman of the Management Board (from January 2001 to August 2014, and has held this position again since July 2016). Mr. Savelyev has been a member of the Supervisory Board since January 2001; he also acted as the Chairman of the Bank's Supervisory Board from August 2014 to July 2016. His previous experience includes Deputy Chairman of the Management Boards of Petrovsky Commercial Bank and Baltoneximbank. Mr. Savelyev was born in 1954. He is a graduate of Kazan Aviation Institute.

Mr. Savelyev owns 24.95% of the Bank’s ordinary shares. His holding in the Bank’s charter capital is 24.13%.

Andrey M. Zvyozdochkin has been a member of the Supervisory Board since May 2017. Mr. Zvyozdochkin is a partner, member of the Board of Directors and the CEO of ATON LLC. His background spans 20 years in investment banking and general banking operations. He heads the Exchange Council of PJSC Moscow Stock Exchange and is a member of the Board of Directors of NAUFOR. Mr. Zvyozdochkin was born in 1973. He is a graduate of Moscow State Aviation Technology University, Financial University under the Government of the Russian Federation and IMD Business School (Switzerland).

Mr. Zvyozdochkin owns no shares in the Bank.

In accordance with corporate governance best practices, the Supervisory Board includes 4 independent directors: Andrey P. Bychkov, Alexey A. Germanovich, Andrey M. Zvyozdochkin and Pavel A. Kiryukhantsev. These directors positively contribute to the Board’s functioning with their experience and professionalism.

THE SUPERVISORY BOARD’S SHARE TRANSACTIONS

In 2018, the members of the Supervisory Board made the following transactions with the Bank's shares:

Pavel A. Kiryukhantsev became a shareholder by way of purchasing of 20 000 shares on the secondary market.

DETERMINATION CRITERIA AND LEVEL OF REMUNERATION FOR MEMBERS OF THE SUPERVISORY BOARD

Based on a decision of the General Shareholders Meeting, the members of the Bank’s Supervisory Board may be entitled to remuneration and compensation for costs related to performing their functions as members of the Supervisory Board. The amount of remuneration and compensation is set by the General Shareholders Meeting. A resolution of the General Shareholders Meeting in 2015 approved the Regulations on Remunerations and Compensations Paid to the Members of the Supervisory Board, establishing the terms and procedures for such payments.

According to a resolution of the General Shareholders Meeting held on May 24, 2018, remuneration paid to the members of the Supervisory Board for the years 2017–2018 stood at RUB 57.0 mln. Participation in respective committee meetings was also factored in when calculating remuneration amounts for the members of the Supervisory Board.

THE STRATEGY COMMITTEE

The Strategy Committee is not a management body of the Bank. Members of the Committee are appointed by the Supervisory Board. The Committee’s current members are: Andrey M. Zvyozdochkin (Chairman of the Committee), Alexey A. Germanovich, Vladislav S. Guz, Elena V. Ivannikova, Alexander V. Savelyev and Alexander I. Polukeyev.

The main task of the Strategy Committee is to assist the Supervisory Board in determining the long- and mid-term strategy of the Bank and its business priorities, as well as to review the Bank's major innovation and investment projects.

THE APPOINTMENTS AND REMUNERATION COMMITTEE

The Appointments and Remuneration Committee is not a management body of the Bank. Members of the Committee are Vladislav S. Guz (Chairman of the Committee), Andrey P. Bychkov and Pavel A. Kiryukhantsev.

The main task of the Appointments and Remuneration Committee is to provide recommendations to the Supervisory Board with regard to candidates for key management positions, as well as to establish the principles and criteria for determining the amounts of remuneration for the Bank's key management and staff.

THE AUDIT COMMITTEE

The Audit Committee is not a management body of the Bank. Members of the Committee are appointed by the Supervisory Board. The Committee’s current members are: Andrey P. Bychkov (Chairman of the Committee), Alexey A. Germanovich, Andrey M. Zvyozdochkin and Pavel A. Kiryukhantsev.

The main task of the Audit Committee is to assist the Supervisory Board in controlling the Bank’s operations. The Committee verifies the integrity and accuracy of financial reporting, and preparation and presentation of the financial statements, examines the functioning of the internal control and audit systems, and issues recommendations to the Supervisory Board.

THE RISK MANAGEMENT COMMITTEE

The Risk Management Committee is not a management body of the Bank. Members of the Committee are appointed by the Supervisory Board. The Committee’s current members are: Susan Gail Buyske (Chairperson of the Committee), Andrey P. Bychkov, and Elena V. Ivannikova.

The principal task of the Risk Management Committee is to assist the Bank’s Supervisory Board in defining the Bank’s priorities related to its exposures and creating the conditions required for proper risk management.

THE MANAGEMENT BOARD

The Bank's ongoing operations are managed by the Chairman of the Management Board as its sole executive body, and by the Management Board as its collegial executive body. As of January 1, 2019, the Bank’s Management Board is made up of 8 members.

Alexander V. Savelyev is the Chairman of the Management Board (from January 2001 to August 2014, and has again held this position since July 2016). Mr. Savelyev has been a member of the Supervisory Board since 2001; from August 2014 to July 2016, he also acted as the Chairman of the Bank's Supervisory Board. His previous experience includes Deputy Chairman of the Management Boards of Petrovsky Commercial Bank and Baltoneximbank. Mr. Savelyev was born in 1954. He is a graduate of Kazan Aviation Institute.

Mr. Savelyev owns 24.95% of the Bank’s ordinary shares. His holding in the Bank’s charter capital is 24.13%.

Konstantin Y. Balandin has been the Deputy Chairman of the Management Board since January 2008. Mr. Balandin has worked for the Bank since 2000. From 1996 to 2000, he worked in the Treasury Department of the Industry and Construction Bank. Mr. Balandin was born in 1976. He is a graduate of the Economics Department of St. Petersburg State University. Mr. Balandin holds a PhD in Economics and a Qualification Certificate issued by the Federal Commission for the Securities Market.

Mr. Balandin owns 0.04% of the Bank’s ordinary shares. His holding in the Bank’s charter capital is 0.04%.

Tatiana Y. Bogdanovich has been a member of the Management Board since March 2016; at the same time, she is the Senior Vice-President and Director of the Bank’s Moscow Branch. Ms. Bogdanovich has worked for the Bank since 2007. From 2000 to 2007, she worked for CB Russian International Bank as the Deputy Chairman of the Management Board and Chairman of the Management Board. From 1995 to 2000, she worked for CB Loko-Bank, holding the post of Deputy Chairman of the Management Board. Ms. Bogdanovich was born in 1972. She is a graduate of Tver State University and the Russian Academy of State Service. Candidate of Sciences in Sociology.

Ms. Bogdanovich owns no shares in the Bank.

Vyacheslav Y. Ermolin has been a member of the Management Board since December 2017; at the same time, he is the Vice-President, supervising the Bank’s corporate business. Mr. Ermolin joined the Bank in August 2017. From 1999 to 2017, he worked for Sberbank as the Head of the Largest Corporates, Deputy Head of the Credit Department and Head of Sales Department for the Large and Middle Corporates of the Head Office in St. Petersburg. Mr. Ermolin was born in 1981. He is a graduate of Arkhangelsk State Technical University.

Mr. Ermolin owns no shares in the Bank.

Pavel V. Filimonenok has been the Deputy Chairman of the Management Board since 2003. Mr. Filimonenok joined the Bank in 2001 and worked as the Director of the Retail Business Department from August 2003 until June 2007. In May 2009, he was appointed the Chairman of the Board of Directors of JSC Kompyuterniye Sistemy Dlya Biznesa. His previous positions include the Deputy Director of the Plastic Cards Department at Petrovsky Commercial Bank. Mr. Filimonenok was born in 1971. He is a graduate of St. Petersburg Institute of Precision Mechanics and Optics.

Mr. Filimonenok owns 0.02% of the Bank’s ordinary shares. His holding in the Bank’s charter capital is 0.02%. Mr. Filimonenok also holds a 100% interest in Lazoria Limited, which in turn owns 100% of Zerilod Holdings Limited. Zerilod Holdings Limited owns 26.576% of the charter capital of Verniye Druzya Management Company LLC. Verniye Druzya Management Company LLC owns 25.53% of the Bank's ordinary shares and holds a 24.72% interest in the Bank's share capital.

Kristina B. Mironova has been the Deputy Chairperson of the Management Board since September 2013, having joined Bank Saint Petersburg in 2002. Her previous positions include: the Deputy Director of the Moscow Branch, Director of Investor Relations, and the Director of the Customer Monitoring Department. Ms. Mironova was born in 1980 and graduated from St. Petersburg University for Economics and Finance.

Ms. Mironova owns 0.02% of the Bank’s ordinary shares. Her holding in the Bank’s charter capital is 0.02%. Ms. Mironova also holds a 100% interest in Zugradia Enterprises Limited, which in turn owns 100% of Noroyia Assets Limited. Noroyia Assets Limited owns 26.578% of the charter capital of Verniye Druzya Management Company LLC. Verniye Druzya Management Company LLC owns 25.53% of the Bank's ordinary shares and holds a 24.72% interest in the Bank's share capital.

Vladimir G. Reutov has been the Deputy Chairman of the Management Board since 2006, having joined Bank Saint Petersburg in 2001. Mr. Reutov has been a member of the Exchange Committee of the St. Petersburg Currency Exchange since May 2006. He is a member of NSMA’s Board. In 2008–2011, he served as a member of the Board of Directors of CJSC Moscow Interbank Currency Exchange. From 2009 to 2011, he was a Board member at CJSC MICEX Stock Exchange. Mr. Reutov was born in 1963. He is a graduate of Leningrad Ship Building Institute, the International Banking Institute and St. Petersburg State University.

Mr. Reutov owns 0.003% of the Bank’s ordinary shares. His holding in the Bank’s charter capital is 0.003%. Mr. Reutov also holds a 100% interest in Magnonia Ventures Limited, which in turn owns 100% of Caristas Limited. Caristas Limited owns 26.576% of the charter capital of Verniye Druzya Management Company LLC. Verniye Druzya Management Company LLC owns 25.53% of the Bank's ordinary shares and holds a 24.72% interest in the Bank's share capital.

Vladimir P. Skatin is the Deputy Chairman of the Management Board, has been a member of the Management Board since 2008. His career at JSC Industry and Construction Bank (which later became VTB North-West) was launched in 1995 as the Deputy Chairman of the Management Board. In 2001, he was appointed the First Deputy Chairman of the Management Board, and during 2006–2007 he served as the Chairman of the Management Board. Mr. Skatin was born in 1956. He is a graduate of Leningrad Polytechnic Institute and St. Petersburg State University for Economics and Finance. Mr. Skatin holds a PhD in Economics.

Mr. Skatin owns no shares in the Bank.

In 2018, the members of the Management Board made the following transactions with the Bank's shares:

Tatiana Y. Bogdanovich sold 54 486 shares on the secondary market and ended her participation in the Bank’s charter capital.

SHAREHOLDERS EQUITY STRUCTURE


As of January 1, 2019, the Bank’s charter capital was RUB 519 654 000 and consisted of 499 554 000 ordinary shares with a nominal value of RUB 1 per share and 20 100 000 preferred shares with a nominal value of RUB 1 per share. All issued shares have been paid in full.

Shareholders Equity Structure (Ordinary Shares), January 1, 2019

In October 2018, the Bank completed all buy-back procedures in accordance with 72-FZ on Joint-Stock Companies and acquired 11 999 833 ordinary shares at a price of RUB 55 per share. The Bank confirms the intention to cancel the acquired shares.

REGISTRAR

The Bank’s Registrar is JSC IRC – R.O.S.T. (till October 5, 2015 — CJSC Computershare Registrar).
Location and mailing address of JSC IRC – R.O.S.T.:
18 Stromynka Street, Building 13, Moscow, Russia, 107076.
Telephone: +7 /495/ 989 7650
St. Petersburg Branch:
6 Belovodsky Lane, St. Petersburg, Russia, 194044
Telephone: +7 /812/ 401 6312, +7 /812/ 401 6310
AeroAvkar Branch:
212A Moskovsky Prospect, St. Petersburg, Russia, 196066
Telephone: +7 /812/ 371 9868
www.rrost.ru/en

License data:

  • Number: 045-13954-000001;
  • Issue date: September 6, 2002;
  • Issuing authority: The Central Bank of the Russian Federation;
  • Term: indefinite.