Audit Committee

Chairman of the Audit Committee:

Vladimir Mau

Members of the Audit Committee:

Nadya Wells

Nadezhda Ivanova

Valery Goreglyad

Aleksander Kuleshov

The competence of the Audit Committee includes the following issues:

Accounting / financial reporting:

  • Ensuring that Sberbank’s accounting financial reports are complete, accurate and reliable, including a preliminary review of Sberbank’s annual financial statements to be presented for approval to the annual general meeting
  • Analysing the key aspects of the accounting policy used by Sberbank in compiling its accounts / financial reports
  • Engaging in reviewing the key aspects of accounting / financial reports

Risk management, internal control and corporate governance:

  • Monitoring the reliability and efficiency of the risk management and internal control system, including:

a) Evaluating whether or not the controls in place are adequate to ensure the compilation and submittal of accounting / financial reports; the compliance with Russian law, regulatory acts and Sberbank internal regulations; the efficiency of transactions and other deals; and the safety of assets

b) Evaluating the efficiency and adequacy of Sberbank’s risk management and internal control procedures given the nature, scale, level and combination of risks to be accepted; developing proposals for improvement

  • Monitoring the reliability and efficiency of the corporate governance system, including an assessment of corporate governance practices; developing proposals for improvement
  • Evaluating the compliance with Sberbank’s risk management and internal control system
  • Monitoring the procedures ensuring that Sberbank complies with the applicable law, ethical norms, rules and procedures of Sberbank as well as stock exchange requirements
  • Evaluating the compliance with the conflict of interest policy

Internal and external audit:

  • Ensuring that the external and internal audit function is independent and objective
  • Conducting a preliminary review and agreeing the relevant amendments to Internal Control Regulations, Internal Audit Unit Regulations, annual auditing plans of the Internal Control Unit as well as performance and audit reports
  • Reviewing the appointment / dismissal of the Head of Internal Audit and the size of his compensation, evaluating the performance of the Head of Internal Audit
  • Reviewing the existing limitations on the authority or budget that may have a negative effect on the internal audit function
  • Monitoring the efficiency of the Internal Audit Unit
  • Evaluating Sberbank’s auditor for independence, objectivity and the absence of any conflict of interest, including assessing Sberbank’s potential auditors; developing recommendations for the Board for the election of an auditor by Sberbank’s Annual General Meeting; developing recommendations on a draft contract with the auditor and for the re-election of the auditor
  • Supervising external audit, evaluating the quality of audits and auditor opinions, including the following: conducting a preliminary review of the auditor’s opinion and presenting the results of such a review as information / materials for the attention of individuals entitled to participate in Sberbank’s Annual General Meeting
  • Ensuring more efficient liaison between Internal Audit Unit and Sberbank’s auditor
  • Developing recommendations for the expeditious elimination of defects in the internal control system and of any breaches of Russian law, Sberbank internal regulations as well as any other defects identified by the regulator, other competent authorities, external auditor and Internal Audit Unit
  • Evaluating how Sberbank’s executive bodies comply with the strategies and procedures approved by the Board, on the basis of Internal Audit Unit reports
  • Monitoring the compliance with the guidelines governing the rendering and the combination of auditing and non-auditing services by the auditor

Combating acts in bad faith by Sberbank employees and third parties:

  • Monitoring the efficiency of the alarm system signaling potential acts in bad faith by Sberbank employees (including improper use of insider or confidential information) and third parties as well as other defaults at Sberbank
  • Monitoring the implementation of any actions approved by Sberbank’s executive bodies in response to reported potential acts in bad faith by employees as well as other defaults
  • Monitoring the progress of special investigations into potential fraud and the use of insider or confidential information in bad faith

Furthermore, the Audit Committee:

  • Reviews the opinion of Sberbank’s Audit Commission on Sberbank’s financial and business activity and other information and documents received from the Audit Commission and unrelated to the annual audit of Sberbank’s financial and business activity
  • Reviews any situations where Sberbank’s management has assumed high risks
  • Develops recommendations to amend Sberbank’s Internal Auditing Commission regulations
  • Works with the Internal Audit Commission and the organizations providing audit services to Sberbank and with Sberbank’s internal audit unit; developing joint recommendations on the key issues of Sberbank’s financial and business activity 

The Supervisory Board may resolve to submit other issues for the review by the Committee.