HR and Remuneration Committee

Chairman of the HR and Remuneration Committee:

Valery Goreglyad

Members of the HR and Remuneration Committee:

Leonid Boguslavsky

Gennady Melikyan

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

Succession Planning and Establishment of a Professional Supervisory Board, Executive Bodies and other Top Executives[1] of the Bank:

  • To assess the membership of the Supervisory Board in terms of expertise, experience, independence and involvement of its members in the work of the Supervisory Board; determine priority areas for reinforcing the Supervisory Board staff; regularly analyze compliance of independent Supervisory Board members with the criteria of independence; and ensure immediate disclosure of information about discovered circumstances due to which a particular member of the Supervisory Board is no longer independent
  • To establish criteria for selecting candidates for the Supervisory Board and executive bodies of the Bank
  • To analyze the professional qualification and independence of candidates nominated for the Supervisory Board; form opinions on their independence and professionalism; and interact with shareholders (this should not be limited to major shareholders) in order to produce and make shareholders aware of recommendations about voting to elect candidates for the Bank’s Supervisory Board
  • To produce recommendations about the duties of the members and the Chairman of the Supervisory Board
  • To determine the methodology for self-assessment and recommendations for selecting an independent consultant to carry out external assessment of the performance of the Supervisory Board and its Committees
  • To conduct annual detailed and formalized self-assessment or external assessment of the Supervisory Board and its Committees in terms of their overall performance, as well as the individual contribution of each member to the work of the Supervisory Board and its Committees; produce recommendations for the Supervisory Board about improvement of working procedures of the Supervisory Board and its Committees, including to determine priority areas for reinforcing the staff of the Bank's Supervisory Board; prepare recommendations about the professional development of certain members of the Supervisory Board; and prepare a report on the results of self-assessment or external assessment to be included in the annual report of the Bank
  • To develop an introductory course for newly elected members of the Supervisory Board, so that directors can learn about the key assets of the Bank, its strategy, corporate governance system, business practices, and organizational structure, as well as the working procedures of the Supervisory Board; and oversee implementation of the course
  • To develop a training and advanced training program for the Supervisory Board members, taking into account individual needs of each of them; and oversee implementation of this program
  • To analyze the Bank's current and expected needs in terms of professional qualification of members of executive bodies and other key executives of the Bank; and plan appointments of these persons, taking into account the need to ensure continuity of activities
  • To conduct preliminary assessment of candidate members of executive bodies and other key executives of the Bank, candidates for the position of Corporate Secretary; and produce recommendations for the Supervisory Board regarding these candidates
  • To regularly assess the performance of members of the Bank’s executive bodies

Development of an Efficient Remuneration System for Members of the Supervisory Board and Executive Bodies and other Employees of the Bank:

  • To develop and periodically review the Bank’s remuneration policy for members of the Supervisory Board and executive bodies and other employees of the Bank; and oversee its introduction and implementation, compliance with the requirements of Russian law for the remuneration policy of credit institutions for members of the Supervisory Board and executive bodies and other employees of the Bank
  • To develop criteria and procedure for determining the amount of remuneration of the members of the Supervisory Board and executive bodies of the Bank; and develop criteria of the long-term remuneration program for the members of executive bodies of the Bank
  • To analyze and develop recommendations for the Supervisory Board regarding each part of remuneration of members of executive bodies and other employees of the Bank, as well as their proportion
  • To conduct preliminary performance assessment of the executive bodies and other employees of the Bank based on the results of the year in line with the criteria included in the remuneration policy for members of the Supervisory Board and executive bodies and other employees of the Bank; and prepare proposals for the Supervisory Board regarding the adjustment of remuneration under the long-term remuneration program for members of executive bodies of the Bank
  • To develop proposals for determining material terms and conditions of the agreements with members of executive bodies of the Bank, including the terms of their early termination (including all financial obligations of the Bank and the conditions of their provision);
  • To develop proposals for selecting an independent consultant on remuneration of members of executive bodies and other employees of the Bank
  • To develop recommendations for the Supervisory Board for determining the amount of remuneration and principles of giving bonuses to the Bank’s Corporate Secretary; conduct preliminary performance assessment of the Corporate Secretary based on the results of the year; prepare proposals regarding the amount of additional remuneration of the Corporate Secretary based on the results of the year
  • To monitor disclosure of information about the policy and practices of remuneration and the Bank’s shares held by members of the Supervisory Board and executive bodies of the Bank and other employees in the annual report of the Bank


[1] Other top executives of the Bank mean senior managers for whom the Bank of Russia is entitled to set qualification requirements and requirements for business reputation in accordance with Article 60 of Federal Law No. 86-FZ “On the Central Bank of the Russian Federation (Bank of Russia)” dated July10, 2002