Corporate Governance Code
The main goals of the corporate governance system development are described in the Corporate Governance Code and the Corporate Ethics Code approved by the Board of Directors of Vozrozhdenie Bank on March 20, 2015. For information on compliance with the Corporate Governance Code, see the bank’s website under “Investor relations / Information disclosure”.
Vozrozhdenie Bank has regularly approved the plan of measures for improving corporate governance since 2007, carried out annual corporate governance assessment and analysed plan implementation results. Corporate governance assessment is carried out by the Board of Directors.
The method used to assess the quality of corporate governance was proposed in the Bank of Russia’s letter No.11-T dated February 7, 2007 “On the list of questions for corporate governance assessment by credit institutions”. Assessment of corporate governance is carried out in the following areas:
- Distribution of authority among the management
- Organisation of the Board of Directors’ activities
- Approval and monitoring of implementation of the bank’s development strategy
- Coordination of risk management in the bank
- Prevention of conflict of interest
- Relations with affiliated entities
- Compliance with professional ethics principles
- Disclosure of bank information
- Monitoring of the internal control system
Based on the assessment results, measures for improvement of corporate governance quality have been developed and an action plan has been adopted. In the reporting year, the Board of Directors approved a plan of measures for improving corporate governance in Vozrozhdenie Bank over 2014-2015.
As part of the bank’s corporate governance system, development of the Board of Directors intends to focus on the following issues:
- Adjustment of the bank’s development strategy amid the current economic situation
- Bringing the corporate governance system in compliance with the new Corporate Governance Code of the Bank of Russia and the Moscow Exchange listing rules
- Improving the bank’s risk management system
- Improving the bank’s incentive system
- Strengthening internal control functions
- Improving information transparency
The Board of Directors confirms the bank’s observance of corporate governance principles enshrined in the Corporate Governance Code recommended by the Bank of Russia. Non-material differences from the Code’s recommendations include implementation of corporate governance assessment in the bank by the Audit Committee instead of by a specialised corporate governance committee as well as in the fulfillment of the Corporate Secretary’s functions by the bank’s Corporate Department. At the moment, Regulations on the Corporate Secretary are being elaborated in view of the Corporate Governance Code recommendations and the listing rules.
The Board of Directors confirms the bank’s compliance with the corporate governance principles enshrined in the Corporate Governance Code recommended by the Bank of Russia. The carefully built, time-tested and continuously improving corporate governance system is one of the bank’s major competitive advantages.
Since the bank’s shares were included in the trade organiser’s quotation list, Vozrozhdenie Bank has provided the Moscow Exchange with quarterly reports on the bank’s compliance with corporate governance regulations. The stock exchange has set a two-year transitional period for issuers to bring their corporate governance systems in full compliance with the new Corporate Governance Code. Information on compliance with the Corporate Governance Code, recommended by the Bank of Russia, is presented in the Appendix to this Report and in the electronic version of the Report available on the bank’s website under “Investor relations / Information disclosure”.
REQUIREMENTS FOR INCLUDING THE BANK’S SHARES IN THE QUOTATION LISTS OF THE MOSCOW EXCHANGE AND MAINTAINING THEM ON THE QUOTATION LISTS
|№||Requirement||QL I||QL II|
|1.||Availability of independent directors on the Board of Directors
QLI - at least 1/5 of the Board of Directors, but no less than 3
QLII - no less than 2
|2.||The Audit Committee, formed of independent directors and chaired by an independent director||✓||✓|
|3.||The Compensation Committee, formed of independent directors||✓|
|4.||The Nominating Committee (HR, appointments), formed of independent directors||✓|
|5.||Availability of the Corporate Secretary (executive officer or business unit)||✓|
|6.||Regulations on the Corporate Secretary, approved by the Board of Directors||✓|
|7.||The document specifying the dividend policy approved by the Board of Directors||✓|
|8.||Availability of a business unit responsible for internal audit||✓||✓|
|9.||Internal audit policy, approved by the Board of Directors||✓||✓|
|10.||Notice of the annual General Meeting of Shareholders shall be made no later than 30 days prior to the meeting (enshrined in the Articles of Associations )||✓||✓|
|11.||Information about the record date for participation in the General Meeting of Shareholders must be disclosed at least 5 days prior to such a date (enshrined in the Articles of Associations / the document, approved by the General Meeting of Shareholders)||✓||✓|