Improvement and Development of the Bank’s Corporate Governance System in 2019 and Plans for 2020

The bank clearly understands the role of corporate governance and continuously works on its development and improvement. The following important changes were made in the reporting period:

  • The bank decided to disclose more information to its shareholders in preparation for general meetings;
  • A new D&O insurance agreement was signed upon annual revision of insurance terms;
  • A corporate governance improvement plan was produced following an internal audit of corporate governance;
  • Following an external performance appraisal of the Supervisory Board, a plan was formulated to improve its performance, in particular by providing specific training to its members;
  • Corporate governance improvement plans were produced following a review of Bank of Russia letters No. IN-06-28/45 dated 24 May 2019 On Recommendations on Boards of Directors’ (Supervisory Boards’) Engagement in IT Development and Management and Information Security Risk Management in a Public Joint-stock Company and No. IN-06-28/18 dated 28 February 2019 On Guidance for Members of Financial Institutions ;
  • A three-year internal audit plan was approved;
  • The Supervisory Board held a strategic session;
  • As a result of ongoing monitoring of laws, certain bylaws were drafted and approved, and some existing ones were amended: the Charter (amendment No. 3 reflecting that the charter capital was increased in 2019 was registered by the Bank of Russia in January 2020); Regulation on the General Shareholders’ Meeting; Regulation on the Supervisory Board; Regulation on the Compensation, Corporate Governance and Nominations Committee of the Supervisory Board; Regulation on the Internal Audit Department; List of Measures Intended to Identify, Control and Prevent Consequences of, Conflicts of Interest in Investment Consulting; the bank’s and the banking group’s Risk and Capital Management Strategies; the banking group’s Risk Management Policy; Payroll and Overall Remuneration Regulation; Regulation on Remuneration of Members of the Management Board and Selected Senior Executives; Performance appraisal criteria and annual bonus calculation methodology for the Corporate Secretary; the banking group’s Financial Recovery Plan; Regulation on the hotline of the Audit and Risk Committee of the Supervisory Board; Code of Corporate Ethics; HR Policy; Regulation on the Supervisory Board’s Performance Appraisal; Supervisory Board Member Induction Regulation.

In order to improve and develop its corporate governance system and pursuant to its approved plans for 2020, the bank is going to adjust its bylaws and corporate procedures for better conformity with the Bank of Russia’s corporate governance recommendations; monitor changes in corporate governance-related laws and regulations, reflecting them in its Charter and other bylaws.