HR and Remuneration Committee

Chairman of the HR and Remuneration Committee:

Valery Goreglyad

Members of the HR and Remuneration Committee:

Vladimir Mau

Gennady Melikyan

The competence of the HR and Remuneration Committee includes the following issues:

Succession planning and the establishment of a professional Board, executive bodies and other staff members1:

  • Evaluating the composition of the Board from the point of view of professional expertise, experience, independence and engagement of its members in Board’s work; identifying priorities to reinforce the composition of the Board
  • Defining the criteria for candidate selection to Sberbank’s Board and executive bodies
  • Conducting an assessment of professional qualification and independence of nominees to the Board; developing voting recommendations on elections to the Board and bringing them to the attention of shareholders
  • Developing recommendations on the duties of Board members and Chairman of the Board
  • Defining a self-assessment methodology and a recommendation on the selection of an independent consultant to assess the performance of the Board and its Committees
  • Annually self-assessing or assessing the performance of the Board and its Committees externally and assessing individual contributions of each member to the Board and its Committees, developing recommendations for the Board to improve the proceedings of the Board and its Committees, including the identification of priorities in reinforcing the composition of the Board
  • Developing a list of actions to inaugurate newly elected Board members and monitoring their implementation
  • Developing a programme to train and enhance the qualification of Board members with a view to the needs of each Board member, and monitoring its implementation
  • Assessing Sberbank’s current and prospective requirements for the professional qualification of executives and other staff members, planning the appointments of such individuals, with a view to the continuity principle
  • Conducting a preliminary review of candidates for executive positions, other staff members and candidates for the corporate secretary and developing recommendations for the Board on such candidates
  • Conducting an ongoing assessment of performance of the members of Sberbank’s executive bodies


Development of an efficient remuneration system for Board members, executives and other staff members:

  • Developing and periodically reviewing a Sberbank policy for the remuneration of Board members, executives and other staff members; monitoring its implementation and compliance with the operating Russian law with regard to the policies of credit institutions on the remuneration of Board members, executives and other staff members
  • Developing the criteria and the procedure for identifying the remuneration for Board members and executives, developing the parameters for a long-term remuneration executive programme
  • Assessing and developing recommendations for the Board on each component of remuneration for executives and other staff members as well as the ratios between such components
  • Conducting a preliminary evaluation of annual performance of executive bodies and other staff members in accordance with remuneration policy criteria, as well as developing proposals for the Board on the adjusted size of remuneration as part of a programme for long-term executive remuneration
  • Developing proposals to establish the material terms of executive contracts, including early termination (including all and any material obligations of Sberbank and the terms on which they will be made available)
  • Developing proposals to select an independent consultant on the remuneration for executives and other staff members
  • Developing recommendations for the Board on the size of remuneration and the principles of bonus payments to the corporate secretary of Sberbank, and a preliminary assessment of corporate secretary’s annual performance and developing recommendations on additional remuneration for the corporate secretary based on annual performance
  • Monitoring information disclosures on the policy and practices of remuneration and on the shareholdings of Board members, executives and other staff members in the annual report and on Sberbank’s website.


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


1 The criteria for identifying a list of other staff members for which the HR and Remuneration Committee will develop an efficient remuneration system, will be set forth in an internal Sberbank regulation approved by the Board.