Corporate governance system
The bank’s corporate governance system is a system of principles and standards, balancing interests of its shareholders, management and other stakeholders, facilitating effective performance of its management bodies and enhancing its investment appeal.
The Bank’s Corporate Governance Structure
Being committed to good corporate governance, CREDIT BANK OF MOSCOW improves its corporate governance system on an ongoing basis in line with legal changes, Moscow Exchange’s listing rules, recommendations of the Russian Corporate Governance Code and the Bank of Russia, international standards and best practices, but, above all, its shareholders’ interests.
Corporate Governance Principles
The bank has committed to the following corporate governance principles (as set forth in its Corporate Governance Code):
- Equal and fair treatment;
- Equal and fair opportunity to participate in profits;
- Equal terms and conditions;
- Reliable and efficient means of recording title to shares.
- The Supervisory Board is responsible for the strategic management of the bank, determines major principles of and approaches to creation of a risk management and internal control system within the bank and monitors the activity of the bank’s executive bodies;
- The Supervisory Board reports to the General Shareholders’ Meeting;
- The Supervisory Board should be an efficient and professional governing body of the bank which is able to make objective and independent judgements and pass resolutions in the best interests of the bank and its shareholders;
- The Supervisory Board should include a sufficient number of independent directors;
- The Chairman of the Supervisory Board should help it carry out the allocated functions in the most efficient manner;
- Supervisory Board members should act reasonably and in good faith in the best interests of the bank and its shareholders;
- Meetings of the Supervisory Board, preparation for them and participation of Supervisory Board members therein should ensure the efficient operation of the Supervisory Board;
- The Supervisory Board may form committees for preliminary consideration of the most important issues of the bank’s business;
- The Supervisory Board should provide for an evaluation of the quality of its work and that of its committees and members.
- The Corporate Secretary should ensure efficient interaction with its shareholders, coordination of the bank’s operations designed to protect the rights and interests of its shareholders, and support the efficient work of the Supervisory Board.
- The level of remuneration paid by the bank shall be sufficient to enable it to attract, motivate and retain persons having the required skills and qualifications;
- Remuneration due to the Supervisory Board members and executives of the bank should be paid in accordance with the remuneration policy approved by the bank;
- The system of remuneration of the Supervisory Board members should ensure harmonisation of the financial interests of the directors with the long-term financial interests of the shareholders;
- The bank’s executive remuneration system should ensure harmonisation of the directors’ financial interests with the shareholders’ long-term financial interests.
- The bank should have an efficient internal control and risk management system in place;
- The bank should arrange for an internal audit to independently appraise, on a regular basis, the reliability and efficiency of its risk management and internal control system and corporate governance practices.
- The bank and its activities should be transparent to its shareholders, investors and other stakeholders;
- The bank should disclose, on a timely basis, full, up-to-date and reliable information about its activities;
- The bank should provide any information or documents requested by its shareholders in accordance with the principle of equal and unhindered accessibility.
- Any material corporate actions should be taken on fair terms and conditions, ensuring that the rights and interests of the shareholders as well as other stakeholders are observed;
- The bank should make provision for a procedure for taking any material corporate actions that would enable its shareholders to receive full information about such actions in due time and to influence them, and that would also guarantee that the shareholders’ rights are observed and duly protected in the course of such actions.