Audit Committee

Chairman of the Audit Committee:

Nadya Christina Wells

Members of the Audit Committee:

Nadezhda Ivanova

Valery Goreglyad

Aleksander Kuleshov

Nikolay Kudryavtsev

The competence of the Audit Committee includes the following issues:

Accounting/ Financial Reporting and Consolidated Financial Statements:

  • To ensure that the Bank’s accounting (financial) statements and consolidated financial statements are complete, accurate and reliable, including preliminary review of the Bank’s statements submitted for approval to the Bank’s Supervisory Board
  • To analyze material aspects of the accounting policy used by the Bank for preparation of accounting (financial) statements
  • To participate in consideration of material matters and judgments regarding accounting (financial) statements and consolidated financial statements

Risk Management, Internal Control and Corporate Governance:

  • To monitor the reliability and efficiency of the risk management and internal control systems, in particular:

а) To assess the adequacy of controlling the preparation and submission of accounting (financial) statements, compliance with the requirements of Russian law, regulatory documents of the Bank of Russia, and the Bank's internal documents, effectiveness of transactions made and other transactions, and over the safety of assets

b) To assess the effectiveness of the Bank's risk management and internal control procedures, whether they match the nature and scope of conducted transactions as well as the level and combination of accepted risks; and to prepare proposals for their improvement

  • To monitor the reliability and efficiency of the corporate governance system, including assessment of corporate governance practices and preparation of proposals for their improvement
  • To analyze and assess the execution of the Bank's risk management and internal control policy
  • To monitor procedures ensuring the Bank’s compliance with the requirements of Russian law, the Bank’s internal documents, and requirements of stock exchanges;
  • To analyze and assess the Bank’s execution of the Conflict of Interest Management Policy

Internal and External Audit:

  • To endure the independence and objectivity of external and internal audit
  • To conduct preliminary review and approval of changes to the Regulations on the Internal Control System and Regulations on the Internal Audit Service, to review annual work plans and the budget of the Internal Audit Service, and to analyze the results of inspections carried out by the Internal Audit Service
  • To conduct preliminary review of matters regarding the appointment (relieving of duties) of the head of the Internal Audit Service and the amount of his/her remuneration, and to assess the efficiency of the head of the Internal Audit Service in performing his/her functions
  • To review the existing limitations on authority or budget for performing internal audit that may have a negative impact on effective performance of internal audit
  • To monitor and analyze the efficiency of the Internal Audit Service
  • To assess the independence and objectivity of the Bank’s auditing organization, including assessment of candidate auditors, preparation of recommendations for the Supervisory Board about selection of the auditing organization to be approved by the Bank’s General Meeting of Shareholders based on the terms of the agreement concluded with the auditing organization and its reappointment
  • To monitor external auditing, assess the quality of audit and auditor’s opinions, including preliminary review of the auditor’s opinions and provision of results of their review (assessment) as information (materials) provided for review to the persons entitled to participate in the Bank's Annual General Meeting of Shareholders
  • To ensure effective interaction between the Internal Audit Service and the Bank's auditing organization
  • To prepare recommendations for prompt elimination of deficiencies in the internal control system, violations of Russian law and the Bank’s internal documents, and other deficiencies identified by regulatory bodies, the auditing organization, and the Internal Audit Service
  • To assess compliance of the Bank's executive bodies with the Bank’s internal documents approved by the Supervisory Board based on reports of the Internal Audit Service
  • To develop principles of providing and combining audit and non-audit services by the auditing organization and monitor compliance with them

Combating Unscrupulous Actions of the Bank’s Employees and Third Parties:

  • To assess and monitor the efficiency of the system signaling potential unscrupulous actions of the Bank’s employees (including improper use of insider or confidential information) and third parties and other violations at the Bank
  • To monitor the implementation of measures taken by the Bank’s executive bodies in response to reported potential unscrupulous actions of employees and other violations
  • To monitor the progress of special investigations into potential fraud and improper use of insider or confidential information

Functions of the Audit Committee also include:

a) Interaction with organizations that provide auditing services to the Bank, and with the Bank’s Internal Audit Service to produce joint recommendations regarding the financial and economic activities of the Bank

b) Reviewing information about cases when heads of the Bank’s units and executive bodies assume risks which are unacceptable for the Bank

c) Monitoring compliance with the Bank’s Information Policy