According to the Charter, the Supervisory Board is responsible for general management matters.
The Supervisory Board is authorized to determine the Bank’s business agenda, set up the collegial executive body (Executive Board), convene and prepare general shareholders’ meetings, recommend the amount of dividends to be distributed and the distribution procedure, and, on a regular basis, hear the reports of the CEO and Chairman of the Executive Board on the Bank’s financial results and progress toward achieving top-priority objectives, as well as other matters. The Bank’s Charter contains a full list of matters under the authority of the Supervisory Board.
In 2012, the Supervisory Board held seven meetings to discuss various matters, such as: convening and preparing the annual General Shareholders’ Meeting; the Bank’s annual reports; recommendations on the distribution of profits and dividend amounts; selecting the Bank’s auditor for 2012 and 1Q13; the activities of subsidiary banks and the creation of branches and representative offices abroad; progress on the implementation of the Strategy and Development Program through 2014, as well as aspects of the Bank’s operations during the heightened macroeconomic tensions in Russia and worldwide; progress in achieving strategic targets of the investment banking business; development of the Bank’s retail business and IT projects; the Bank’s policy regarding interest rates and risk management; the Bank’s interim operating results; the results of audits by the Internal Control Function and the approval of related-party transactions; and other issues.
The Supervisory Board was elected by the General Shareholders’ Meeting. It consists of 17 members who meet the qualification and reputation requirements defined by federal legislation and the regulations of the Central Bank of Russia. The procedure for electing members of the Supervisory Board is outlined in the Charter.