Terms of reference of the Supervisory Board

  • defining strategic goals and directions for development;
  • monitoring the e ectiveness of the corporate governance system and ensuring its development;
  • developing the talent management system and forming the succession planning of the management bodies;
  • forming the policy in the eld of motivation and remuneration of the key employees of the Bank.
  • controlling executive bodies activity, including its correspondence to the strategy approved;
  • defining the basic principles and approachesto risk management and internal control systems organisation.
  • ensuring transparency of the Bank’s activity by forming the information policy, full information disclosure on time, communications with interested parties.

The Supervisory Board carries out the overall management of the Bank’s activity, except for the issues referred by the Charter to the competence of the General Shareholders’ Meeting.

The competence of the Supervisory Board includes the following issues:

  1. determining priority areas for activities of the Bank, and approving the Development Strategy of the Bank;
  2. convocation of annual and extraordinary General Shareholders’ Meetings, save where the right to convene and hold the General Shareholders’ Meeting is given to bodies and persons in accordance with the federal law;
  3. approving the agenda of the General Shareholders' Meeting;
  4. determining the date of composition of the list of persons entitled to participate in the General Shareholders’ Meeting, and other issues that refer to the competence of the Bank’s Supervisory Board in accordance with federal law and connected with preparation and holding of the General Shareholders’ Meeting;
  5. increasing the Bank’s share capital by placing additional shares at the expense of the Bank’s property within the quantity of the declared shares established by this Charter;
  6. increasing the Bank’s share capital by way of public offering of additional shares within the quantity of declared shares, if the number of additionally offered shares is more than 25 percent of ordinary shares previously placed by the Bank;
  7. placement of additional shares in which the preferred shares, previously placed by the Bank, of a certain type convertible into ordinary shares or preferred shares of other types are converted, unless such offering is connected with an increase in the Bank's share capital;
  8. placement of bonds and other issue-grade securities in instances envisaged under federal law, except for shares;
  9. public offering of bonds convertible into ordinary shares, and other issue-grade securities convertible into ordinary shares of up to 25 percent of ordinary shares previously placed by the Bank;
  10. acquisition of shares, bonds and other securities placed by the Bank in instances envisaged by the federal law; 
  11. establishment of the Bank's Executive Board, appointment of the Executive Board members, Deputy Chairpersons of the Executive Board, including first deputies, from among the nominees proposed by the CEO, Chairman of the Executive Board, and early termination of their powers;
  12. recommendations for the amount of the dividend on shares and in terms of setting the date, on which persons entitled to dividends are determined;
  13. approval of the Bank’s internal documents, including Provision On Internal Control System, Provision On the Internal Audit Service, Provision On the Corporate Secretary, Corporate Governance Code, Provision On the Reserve Fund, funds for payment of dividend and undistributed profits, other internal documents of the Bank, the approval of which falls under the competence of the Supervisory Board under the Bank’s Charter or the Regulations on the Bank’s Supervisory Board;
  14. opening and closing of branches and representative offices of the Bank;
  15. approval of major transactions in instances envisaged by federal law;
  16. approval of non arm’s-length transactions in instances envisaged by federal law;
  17. determining the procedure of transactions with affiliated persons; 
  18. approval of the Bank’s registrar and the terms of the agreement with it, and termination of the agreement with the registrar;
  19. resolutions on the responsibilities assigned to the members of the Supervisory Board, including the establishment of committees of the Supervisory Board for specific issues of the Bank's activities; approval of regulations on the committees of the Supervisory Board; hearing of reports from the Chairmen of the committees of the Supervisory Board on the activities of their committees; assessment of own work and presentation of results to the General Shareholders’ Meeting;
  20. appointing Head of the Bank's Internal Audit Service and his dismissal; approval of the Annual Inspection Plan of the Bank's Internal Audit Service; reviewing reports provided by the Internal Audit Service on implementation of the Inspection Plan and Bank inspection findings; evaluating, based on reports provided by the Internal Audit Service, compliance by the Bank's executive bodies with strategies and procedures approved by the Bank's Supervisory Board;
  21. approval of the Bank's risk and capital management strategy including in terms of ensuring adequacy of own capital and liquidity for risk coverage, and approval of the risk management procedure, and monitoring implementation of the procedure specified;
  22. approval of the procedure for applying bank's risk management methods and quantitative risk assessment models;
  23. approval of the procedure for preventing conflicts of interest, Financial Stability Recovery Plan in case of considerable worsening of the Bank's financial standing, plan of actions intended to ensure continuous activity and/or recovery of the Bank's activities in case of abnormal or emergency situations;
  24. periodically holding the hearings of reports provided by the CEO, Chairman of the Executive Board of the Bank on the activities of the Bank. Procedure of providing the reports by the CEO, Chairman of the Executive Board of the Bank about the Bank’s activity shall be determined by the Supervisory Board;
  25. approval of terms and conditions of agreements signed by the Bank and CEO, Chairman of the Executive Board, members of the Bank's Executive Board, and determining amounts of their remunerations and compensations, and approval of the Bank's Human Resources Policy and Bank's Wages and Salaries Policy;
  26. making a decision about suspension of powers of the CEO, Chairman of the Executive Board, and formation of the Bank’s temporary sole executive body. A resolution to that effect is made in the manner provided for by federal law;
  27. appointing the Bank's Corporate Secretary and his/her dismissal, and monitoring of the Bank's corporate governance practice;
  28. ecommendations on the amount of remunerations and compensations payable to the members of the Bank’s Audit Commission;
  29. submitting an application for the listing of the Bank’s shares and/or issue grade securities convertible into the Bank’s shares;
  30. other matters envisaged by federal law and this Charter.