SBERBANK OF RUSSIA
OPEN JOINT-STOCK COMPANY
APPROVED by
the Supervisory Board of
Sberbank of Russia OJSC
Minutes No. 119 d/d November 16,
2012
REGULATION
on the Committees of the Supervisory Board of Sberbank of Russia Open
Joint-Stock Company
(Sberbank of Russia OJSC)
1. General Provisions
1.1. This Regulation on the Committees of the Supervisory Board of Sberbank of Russia
OJSC (hereinafter the “Regulation” and the “Bank” respectively) is a document regulating the
activities of the Committees of the Bank’s Supervisory Board (hereinafter the “Committees” or a
“Committee”) and defining the issues within the competence of the Committees and the
procedure for their creation and functioning.
1.2.
The Committees are advisory and consultative bodies of the Bank’s Supervisory
Board (hereinafter the “Supervisory Board”) and are intended for preliminary consideration of
the most important matters referred to the competence of the Supervisory Board and issuing of
recommendations to the Supervisory Board to make resolutions on such matters. The
Committees are not the Bank’s management bodies and are not entitled to act on behalf of the
Bank or the Supervisory Board.
1.3. The resolutions passed by the Committee are of an advisory nature. In their
activities, the Committees report to the Supervisory Board. The Committees ensure that all the
members of the Supervisory Board perform their statutory obligations and interact with the
Bank’s management bodies in the course of their work.
1.4. The Committees act within the scope of powers conferred on them by the
Supervisory Board under this Regulation and are governed by Russian laws, regulations, the
Charter and documents of the Bank regulating the activities of the Supervisory Board. Other
issues not covered by this Regulation may also be submitted to the Committees for consideration
based on a resolution of the Supervisory Board.
1.5. Issues referring to the competence of the Committees hereunder may be submitted to
the Supervisory Board after they are first considered by the relevant Committees.
1.6. To obtain conclusions on matters requiring specialized professional knowledge, the
Committees are entitled to engage independent consultants (experts). The procedure for their
attraction and payment for their services shall be determined by the Supervisory Board.
1.7. The Supervisory Board establishes the following permanent Committees:
- Audit Committee
- Staff and Remuneration Committee
- Strategic Planning Committee.
The Supervisory Board may, where necessary, create other Committees, whether
standing or temporary.
2. Appointment of Committees
2.1. The number of Committee members is determined by a resolution of the Supervisory
Board and may not be more than three (3) persons, elected from among the members of the
Supervisory Board.
2.2. The Audit Committee and the Staff and Remuneration Committee shall consist only
of independent members of the Supervisory Board (hereinafter referred to as “independent
directors”), and if it is impossible for objective reasons, only of the members of the Supervisory
Board not being the members of the Bank’s executive bodies.
It is desirable that the Strategic Planning Committee includes independent directors.
2.3.
When electing Committee members, their professional training, knowledge and
experience in the activity areas of the relevant Committees, other specialized knowledge required
for the Committee members to exercise their powers, as well as the possibility and time to
perform the functions of a member of several Committees shall be taken into account.
2.4. One member of the Supervisory Board may not be elected to more than two
Committees.
2.5. The powers of Committee members shall cease simultaneously with the termination
of powers of the Supervisory Board members. The Supervisory Board may prematurely
2
terminate the powers of one or more members of any Committee (subject to the minimum
number of Committee members specified in clause 2.1 hereof). The elected members of the
Committees may be re-elected for an unlimited number of times.
3. Chairpersons of Committees
3.1. From among the members of each established Committee, the Supervisory Board
appoints the Chairpersons of the Committees whose main responsibility is to manage the work of
the respective Committee, to ensure its efficiency and impartiality, and to arrange for the
Committee members to form a collective opinion on the issues considered. The Chairpersons of
the Committees are held personally responsible for the performance of the Committees that they
chair.
3.2. Only an independent director shall be the Chairperson of the Audit Committee. The
Staff and Remuneration Committee and the Strategic Planning Committee shall be chaired by
either an independent or a non-executive director (that is not a member of the Bank's executive
bodies). The Chairperson of the Supervisory Board may not be the Chairperson of a Committee.
Committee Chairpersons may be members of other Committees, but may not be Chairpersons of
other Committees.
3.3. Committee Chairpersons arrange the work of the respective Committees, convene
Committee meetings, preside over them, arrange for the taking of minutes, and submit
resolutions passed by the Committee to the Supervisory Board.
3.4. Committee Chairpersons may, on behalf of their Committees, make requests
concerning the competence of the Committees to the members of the Bank’s executive
bodies, who shall provide the required information within a reasonable period.
3.5. Committee Chairpersons submit annual reports on the work done by their
Committees to the Supervisory Board.
4. Committee Meetings
4.1. Committee meetings are held according to the schedules approved by the
Chairpersons of the respective Committees (ordinary meetings).
Committee meetings may also be held upon the initiative of the Chairperson of the
respective Committee or based on a resolution of the Committee or the Supervisory Board and
under the proposal or request of the members of such Committee, the Chairperson of the
Supervisory Board or his/her deputies (extraordinary meetings).
The Committees are entitled to accept for consideration only the issues falling within
their competence hereunder.
4.2. Committee meetings are held in person (joint presence, telephone or video
conference). Individual resolutions may be passed by absentee voting (by written polling of the
members of the respective Committee).
4.3.
Where necessary, members of the Supervisory Board not being members of the
respective Committee, members of the Audit Commission and the Bank's auditor, members of
the Bank's executive bodies, officers and heads of the Bank's structural units may be invited to
Committee meetings held in person. The invited persons do not have voting rights when passing
resolutions of the Committees.
Discussion of issues is confidential. Committee members and persons invited to
Committee meetings are held personally liable for disclosure of such information as prescribed
by applicable laws.
4.4. Resolutions on convening an ordinary meeting, its date, time, place, agenda and the
list of persons invited to participate in it are made by the Chairperson of the respective
Committee.
4.5. The Secretary of the Supervisory Board (hereinafter the “Secretary of the
3
Committees”) notifies the members of the Committees (and the persons invited to the meetings,
if appropriate) of the meetings and sends them the required materials within the time limits and
by means envisaged for the convocation of the Supervisory Board meetings.
4.6. Committee meetings are competent (quorate) if attended by at least half of the
members of the respective Committees. Written opinions of the absent Committee members
bearing their personal signatures and submitted by the beginning of the meeting are counted in
the quorum and in the results of voting on the issues considered.
No interest or a conflict of interest of Committee members in issues discussed by the
Committees is allowed. Any such information shall be disclosed at the meetings of the
Committees and shall be brought to the notice of the Supervisory Board. Committee members
having an interest or a conflict of interest in a resolution on any issues may not take part in
considering such issues and passing resolutions thereupon.
4.7.
Resolutions of the Committees are passed by a majority vote of the Committee
members taking part in the meetings. Resolutions of the Committees are passed as
recommendations and recorded in the minutes. The minutes shall also include special opinions
of the Committee members voting against the relevant resolution.
4.8. Minutes of the Committees are drawn up by the Secretary of the Committees and
signed by the Chairpersons of the respective Committees. The members of the Supervisory
Board are entitled to review any materials or minutes of Committee meetings.
4.9. The organizational, technical and documentation support of Committee meetings
and storage of their minutes are vested in the Secretary of the Committees and the relevant unit
of the Bank.
5. Rights and Obligations of Committee Members
5.1. Committee members are entitled to:
- Submit issues to the Committees for consideration within the scope of their
competence
- Express special opinions on the issues considered by the Committees
- Submit proposals to the Chairpersons of the Committees on inviting persons not being
members of the respective Committees to the meetings, returning the materials considered for
improvement with reasonable grounds, preparing requests to the Bank's executive bodies for
information required for the work of the Committees
- If it is impossible to take personal part in Committee meetings, participate through
communication means (conferencing) or send written opinions with proposed resolutions on the
issues considered
- Provide explanations and comments on the issues considered.
5.2. Committee members shall:
- Take a comprehensive and full part in the work of the Committees
- Substantiate their opinion when passing resolutions on the issues considered
- Immediately inform the Committees of any interest or a conflict of interest when
making any resolutions
- Avoid actions that may challenge the competence of the Committees or the
professionalism of their members
- Not disclose confidential information on the Bank’s activities that has come to their
knowledge.
6. Purpose, Objectives and Competence of the Audit Committee
6.1. The primary purpose of the Committee is to ensure efficient control of the
Supervisory Board over the financial and economic activities of the Bank.
6.2. The main objectives of the Committee are to enhance the efficiency of the internal
4
control and risk management systems, to ensure performance of managerial and control
functions of the Supervisory Board pertaining to the operation of the said systems, and to control
the accuracy of the financial statements and the external and internal audit procedures.
6.3. The following matters fall within the competence of the Committee:
- Assessment of candidates for the Bank's auditors based on analyzing the professional
activities of various audit firms, their offers on auditing the Bank, the scope and terms of their
services, drawing up of recommendations to the Supervisory Board on selecting an audit firm to
be approved at the General Shareholders' Meeting of the Bank
- Drawing up of recommendations as to the draft agreement to be signed with the auditor
- Preliminary review of auditors’ opinions and provision of the results of such review
(assessment) as information (materials) to be made available to the persons entitled to participate
in the general shareholders' meeting of the Bank
- Preliminary review of the Bank’s annual financial statements
- Analysis of the opinion of the Bank's Audit Commission on the results of auditing the
Bank’s financial and economic activities
- Consideration of other information and documents provided by the Audit Commission
not referring to the results of the annual audit of the Bank’s financial and economic activities
- Considering the cases when the Bank's management assumed increased risks
- Drawing up of recommendations to the Supervisory Board to take measures ensuring
prompt fulfillment by the Bank’s executive bodies of recommendations and remarks of the
Bank’s supervisory bodies, auditor or Internal Control Service
- Development of recommendations on making amendments to the Bank’s internal
documents, regulating the activities of the Audit Commission
- Preliminary consideration and approval of amendments to be made to the Regulation on
the Internal Control Service, annual work plans of the Internal Control Service and reports on
plan compliance
- Evaluation of the efficiency of the Bank’s internal control procedures and drawing up
of proposals on their improvement, in particular, concerning the organization of:
a) Management of risks arising in the course of the Bank's financial and economic
activities
b) Management of crises
- Interaction with the Audit Commission, organizations providing audit services to the
Bank, the Bank’s Internal Control Service, and the drawing up of joint recommendations on
material issues of the Bank's financial and economic activities.
Other issues may be submitted to the Committee for consideration based on a resolution
of the Supervisory Board.
7.
Purpose, Objectives and Competence of the Staff and Remuneration Committee
7.1. The primary purpose of the Committee is to contribute to the attraction of qualified
specialists to the management of the Bank and creation of incentives required for their efficient
work.
7.2. The main objectives of the Committee are to enhance the performance of the
Supervisory Board by way of preliminary consideration of matters falling with the scope of its
competence and to provide the Supervisory Board with appropriate recommendations.
7.3. The Committee is competent to:
- Develop the principles and criteria for defining the amount of remuneration payable to
the members of the Supervisory Board and Bank’s the executive bodies
- Make proposals on determining the essential conditions of the agreements with the
members of the Supervisory Board and the executive bodies of the Bank
- Define the criteria for selecting candidates for the Supervisory Board and the executive
bodies of the Bank, and to preliminarily assess such candidates
5
- Evaluate on a regular basis the performance of the members of the Bank’s executive
bodies and make proposals to the Supervisory Board on their possible reelection.
Other issues may be submitted to the Committee for consideration by a resolution of the
Supervisory Board.
8. Purpose, Objectives and Competence of the Strategic Planning Committee
8.1. The primary purpose of the Committee is to perform comprehensive analysis of the
issues considered by the Supervisory Board pertaining to the strategic management of the Bank's
operations and to make reasonable and efficient decisions on enhancing its performance in the
long term.
8.2. The main objectives of the Committee are to:
- Determine strategic goals, objectives and priority areas of the Bank’s activity together
with the Bank’s executive bodies
- Develop recommendations on the Bank’s dividend policy
- Evaluate the Bank’s performance in the long term.
8.3. The following matters fall within the competence of the Committee:
- Consideration and evaluation of long-term development trends of the bank operations
market
- Preliminary consideration of documents on the long-term development of the Bank's
activities
- Analysis of draft strategies (concepts, programs, plans) of the Bank development and
the drawing up of proposals on their approval and/or improvement
- Interaction with other Committees to evaluate the effect of their recommendations on
implementation of the Bank development strategy.
By resolution of the Supervisory Board, other matters may be submitted to the
Committee for consideration.
6