The Management Board

Operational management of the bank’s activities is carried out by a collegial executive body – the Management Board, headed by the Chairman of the Board. The Management Board is responsible for implementation of the goals, strategies and policies of the bank, determined by the General Meeting of Shareholders and the Board of Directors. The Chairman of the Board manages the bank’s operational activities.

The Management Board acts on the basis of the Regulations on the executive bodies. The text of the Regulations on the executive bodies is available on the bank’s website under Investor Relations / Information disclosure.

The structure of the Management Board is determined based on the Board of Directors’ decision and cannot be less than nine people. At the present time the Management Board consists of 12 people. Tatiana Orlova joined the bank’s Management Board in 2014.

A total of 70 meetings of the Management Board were held during the year, which addressed the following issues:

  • a preliminary review of the bank’s financial plan (the budget) for the year and regular reviews of its implementation
  • approval of internal documents within the Management Board’s competence
  • approval of credit risk bearing transactions, approval of property transactions
  • approval of tariffs and products
  • review of securities and risks reports
  • establishment of committees and approval of their personnel, establishment (and termination) of internal divisions
  • as well as other issues related to the bank’s operational activities

The main provisions of remuneration policy and remuneration of the Management Board members

Elaboration of remuneration and the motivation system for executive bodies’ members is assigned to the Board of Directors’ competence. The Board of Directors determines and approves the terms of contracts with executive bodies’ members, decides on the size of remuneration of the bank’s executive bodies’ members and approves the internal documents defining the principles and procedure of remuneration payments to the bank’s executive bodies’ members. In December 2014 the Board of Directors approved the personnel policy and Regulations on remuneration of Vozrozhdenie Bank employees.

The basic principles of personnel policy in the field of remuneration are:

  • ensuring decent working conditions and remuneration, promoting stabilization and retention of personnel
  • priority motivation targeted at key personnel
  • stimulation of proactive and creative employees
  • building the remuneration system as a whole and in terms of remuneration of the employees who make decisions on implementation of bank operations and other transactions, the results of which may affect the bank’s compliance with mandatory standards, or lead to other situations threatening the interests of depositors and creditors, including the grounds for the implementation of insolvency (bankruptcy) prevention measures, including the possibility of reducing or eliminating payments in case of a negative financial result for the bank as a whole or for respective business areas
  • maintaining a balanced system of material and moral incentives for employees

The motivational system includes material and moral incentives for employees. Material incentives are based on the following principles:

  • taking into account the bank’s performance and the interests of shareholders (in particular, material incentives should be determined by the bank’s profitability in the long term, the level of accepted risks and the cost of capital)
  • profit, adjusted for the assumed risks and the cost of capital
  • taking into account internal divisions’ contribution to the overall performance of the bank in accordance with the annual work planning
  • transparency of employee motivation principles
  • using objective methods of individual and group performance assessment
  • taking into accounting employee’s personal contribution to successful implementation of the bank’s tasks
  • encouraging implementation of new and considerably different functions and works

Moral incentives are based on the following principles:

  • moral encouragement of employees to achieve high performance in operating activities and exemplary performance of job duties
  • providing incentives for highly qualified personnel who are actively involved in the development and implementation of measures for the improvement and development of the services provided by the bank and other activities aimed at strengthening the bank’s financial position

The amount of salaries and compensation payments to executive body members is determined by labour contracts. The procedure for calculating compensation and incentive payments for executive body members as employees of the bank is determined by the bank’s local regulations.

In accordance with the terms of labour contracts with the Chairman of the Management Board and the bank’s employees, who are executive body members, the total remuneration, including salary, bonuses and other property granting amounted to RUB 186,472,921 in 2014 (RUB 194,700,689 in 2013). Members of the Management Board made no transactions with the bank’s shares in 2014.

TOTAL REMUNERATION OF THE MANAGEMENT BOARD MEMBERS IN 2014:

Remuneration
for the 12 months of 2014, RUB
Remuneration for participation in the management body --
Salaries 90,965,967
Bonuses 78,000,000
Commissions --
Benefits --
Reimbursement of expenses 17,506,954
Other types of rewards --
TOTAL 186,472,921

THE MAIN FOCUS AREAS TO IMPROVE THE MATERIAL INCENTIVES SYSTEM:

  • The remuneration system must comply with the strategy and results of the bank’s operations, the nature and scale of transactions, and the level and combination of assumed risks
  • The remuneration policy should provide a reasonable ratio between the fixed salary and a variable part (bonuses, etc.), and contain at least one significant in size and deferred component tied to future results
  • Ensuring the independence of employees of the supervising internal divisions’ from the performance of the supervised internal divisions
  • Ensuring completeness of the internal documents defining the remuneration system and their compliance with the requirements of the Bank of Russia in order to strengthen the bank’s financial soundness

Biographies of the Management Board Members

Full versions of biographies are available on the bank’s website under “Corporate Governance / Management Board”. Ownership interests are as of December 31, 2014. Members of the Management Board made no transactions with the bank’s shares over 2014, and no changes in ownership interests occurred.

Igor Antonov

Chairman of the Management Board

Chairman of the Management Board of Vozrozhdenie Bank since March 30, 2015. Mr Antonov held the position of Vice-President of Far-East Development Corporation PJSC in 2014-2015. Mr Antonov was First Deputy Chairman of the Management Board and Member of the Management Board of Rosbank from 2008 to 2014. Duties: development of retail business; small business development; development of mediumsize corporate business (annual turnover of RUB 360 million to RUB 4 billion per annum); business development with wealthy clients; branch network development.

Mr Antonov was born in 1964. He graduated from Moscow Finance Institute in 1989 with a degree in International Economic Relations, and is an economist by qualification.

Stake in the bank’s authorised capital: none

Ownership of ordinary shares: none

Alexander Dolgopolov

Chairman of the Management Board (until March 30, 2015)

Member of the Board of Directors

Mr Dolgopolov has been working for Vozrozhdenie Bank since 1994. He was Chairman of the Management Board from 2012 to March, 2015. He was Head of the Assets and Liabilities Management Committee and supervised the Retail Business Department, Corporate Department and Marketing and Communications Department. He acted as Deputy Chairman of the Management Board from 2002 to 2012.

Mr Dolgopolov was a member of the Board of Directors of OJSC Avista in 2002-2010, and was a member of the Board of the Non-Governmental Pension Fund Harmony in 2007-2010.

He is a member of the Community-Advisory Board for the Moscow Government’s coordination and intercommunication with credit organisations.

Mr Dolgopolov was born in 1961. He graduated from the Moscow Plekhanov Institute of the National Economy in 1985 with a degree in Economic Cybernetics, and is a mathematical economist by qualification. He is a candidate of Economic Sciences. Mr Dolgopolov has a qualification certificate of the Federal Securities Commission, confirming the right to carry out professional activities in the securities market. Mr Dolgopolov has been awarded with the marks of distinction of the Governor of the Moscow Region “In Gratitude” and “For Contribution and Dedication”.

Stake in the bank’s authorised capital: 0.36%

Ownership of ordinary shares: 0.37%

Alexander Bolvinov

Deputy Chairman of the Management Board

Mr Bolvinov has been working for Vozrozhdenie Bank since 2000. He has been Deputy Chairman of the Management Board since 2012, supervising the activity of the Administration, Accounting, Maintenance and Service Departments , the Maintenance and Service Department, the Economic Security and Information Security Services, the Customer Service Department and the HR Director. He also supervises the activities of the bank’s Labour Safety Service. In 2010-2012 Mr Bolvinov acted as Head of Vozrozhdenie Bank’s Administrative Department, and from 2000 to 2010 was Head of the Human Resources Department. He was a Board member of the Non-Governmental Pension Fund Harmony in 2003-2010.

Mr Bolvinov was born in 1962. He graduated from Moscow State Institute of International Relations of the Foreign Ministry of Russia in 1986 with a degree in International Economic Relations, and the qualification of economist in international economic relations with knowledge of a foreign language. He has been awarded with the Governor of the Moscow Region’s mark of distinction “In Gratitude”.

Stake in the bank’s authorised capital: none

Ownership of ordinary shares: none

Lyudmila Goncharova

Deputy Chair of the Management Board

Lyudmila Goncharova has been working for Vozrozhdenie Bank since its foundation in 1991. Presently, she holds the position of Deputy Chair of the Management Board, manages the Credit and Investment Committee, and supervises the activities of the Corporate Lending Department, Corporate Business Department, Legal Department and Asset Restructuring Department. She has been a member of the Management Board since 1992.

Ms Goncharova is the Chair of the Board of Directors of V-REGISTER CJSC, the Chair of the Board of Directors of Vozrozhdenie-Finance LLC, the Chair of the Board of Directors of YUNOST OJSC, the Chair of the Board of Directors of Baltiiskii Kurort LLC and a member of the Management Board of the Chamber of Commerce of the Moscow Region.

Ms Goncharova was born in 1958. She graduated from Ternopol Institute of Finance and Economics with a degree in Finance and Сredit and Economist qualification in 1979. She was awarded with the medal of the Ivan Kalita Order, the mark of distinction “For Contribution to the Moscow Region”, the marks of distinction of the Governor of the Moscow Region “For Service” and “In Gratitude”, the medal of the President of the Russian Federation “In Commemoration of the 850th Anniversary of Moscow”, the gold medal of the Ministry of Agriculture “For Contribution to the Development of the Agricultural Sector of Russia” and the honourary title “Honoured Economist of the Moscow Region”.

Stake in the bank’s authorised capital: 1.25%

Ownership of ordinary shares: 1.26%

Mark Nakhmanovich

Deputy Chairman of the Management Board

Mark Nakhmanovich has been working for Vozrozhdenie Bank since 1993. He has been Deputy Chairman of the Management Board since 1997. Mr Nakhmanovich supervises the activities of the Department of Bank Cards and Remote Sales Channels, the Security, Cash Collection Department as well as Cash Operations Departments. Previously Mr Nakhmanovich held the position of Financial Director for CJSC Agrofirma Belaya Dacha.

Mr Nakhmanovich was born in 1957. He graduated from the Moscow Timiryazev Agricultural Academy with a degree in Economic Cybernetics in agriculture and qualification Economist-mathematician in agriculture in 1980. Mr Nakhmanovich holds a PhD in Economics. He has been awarded with the title “Honoured Economist of the Moscow Region”.

Stake in the bank’s authorised capital: 0.40%

Ownership of ordinary shares: 0.43%

Tatiana Orlova

Deputy Chair of the Management Board

Tatiana Orlova has been working for Vozrozhdenie Bank since 2007. She has been Deputy Chair of the Management Board since 2014, supervising the activities of the Marketing and Communications Department and the Department for Target Segments Development. Ms Orlova held the position of Marketing Director of Vozrozhdenie Bank in 2014, and was Head of the Marketing and Communications Department at Vozrozhdenie Bank from 2012 to 2014. Formerly, she was the Head of the Support and Promotion of Internet and Intranet Communications Department and Head of the Marketing Research Department.

Ms Orlova was born in 1986. She graduated from Finance Academy under the Government of the Russian Federation, majoring in Global Economy, in 2007, and is an economist by qualification. She graduated from the New York University with a major in Public Relations in 2009, and took a course in Art History and received a certificate in Art Business in 2010.

Stake in the bank’s authorised capital: none

Ownership of ordinary shares: none

Andrey Shalimov

Deputy Chairman of the Management Board

Andrey Shalimov has been working for Vozrozhdenie Bank since 1993. He has been Deputy Chairman of the Management Board since 2011. He supervises the activities of the Treasury, the Financial Department, the Financial Institutions Department, the Registration and Recording of Financial Market Transactions Department and the Investor Relations Department. Mr Shalimov was Head of Vozrozhdenie Bank’s Treasury in 2003-2011.

Mr Shalimov was born in 1973. He graduated from the Finance Academy under the Government of the Russian Federation in 1995, majoring in Finance and Credit, and earning the qualification of economist. He graduated from the State University - Higher School of Economics in 2004, majoring in law, and is a lawyer by qualification.

Stake in the bank’s authorised capital: less than 0.01%

Ownership of ordinary shares: none

Rushan Abdullin

Member of the Management Board
Head of the Business Processes Methodology Department

Rushan Abdullin has been working for Vozrozhdenie Bank since 1993. He has been a member of the Management Board and Head of the Business Processes Methodology Department of the bank since 2007.

Mr Abdullin was born in 1968. He graduated from the Finance Academy under the Government of the Russian Federation in 1993 with a degree in International Economic Relations, and is an economist by qualification. In 2014, he took a professional retraining course at the International School of Business of the Financial University under the Government of the Russian Federation, majoring in Executive MBA, and has a Master of Business Administration (MBA).

Stake in the bank’s authorised capital: none

Ownership of ordinary shares: none

Tatyana Bondareva

Member of the Management Board

Operations Director

Tatyana Bondareva has been working for Vozrozhdenie Bank since 2012. She is currently a member of the Management Board and serves as Chief Operating Officer of the bank. Ms Bondareva supervises activity of the Business Processes Methodology, Client Operations Support, Settlements Departments and the Analytical Centre.

From 2011 to 2012, she was Deputy Chief Operating Officer for OJSC NOMOS BANK, formerly Manager of the Operations Directorate of Nomos Bank and Managing Director of the Commercial Banking Directorate of OJSC Investment Bank TRUST.

Ms Bondareva was born in 1965. She graduated from the Ordzhonikidze Moscow Aviation Institute with a degree in Radio electronic systems and complexes and Radio engineer qualification in 1990. She completed her second University education in the Academy of International Business in 1995, majoring in Finance and Credit, and is a Finance manager by qualification.

Stake in the bank’s authorised capital: none

Ownership of ordinary shares: none

Evgeniy Dmitriev

Member of the Management Board

Head of Retail Business Department

Evgeniy Dmitriev has been working for Vozrozhdenie Bank since 1994. He has been a member of the Management Board and Head of the Retail Business Department since 2012. He supervises the activities of the Branch Development Department. Mr Dmitriev was Head of the Retail Business Department of Vozrozhdenie Bank from 2002 to 2011.

Mr Dmitriev was born in 1965. He graduated from the Moscow Plekhanov Institute of the National Economy in 1989, with a degree in Economic Cybernetics, and qualification Economist-mathematician.

Stake in the bank’s authorised capital: none

Ownership of ordinary shares: none

Alexey Ivanov

Member of the Management Board

IT Director

Alexey Ivanov has been working in Vozrozhdenie Bank since 2012. He is currently a member of the Management Board and is the bank’s IT Director. He manages the Technology Committee and supervises the activities of the Banking Technologies Development Department, the Information Systems Support Department and the Project Office. Mr Ivanov was Managing Director of the Information Technologies Department of OJSC National Bank TRUST from 2011 to 2012, and was previously IT Director and Information Systems Development Director of the Information Technologies Department of OJSC National Bank TRUST.

Mr Ivanov was born in 1972. He graduated from Ufa State Aviation Technical University in 1995, with a degree in Computing Machinery, Complexes, Systems and Networks, and is an IT systems engineer by qualification.

Stake in the bank’s authorised capital: none

Ownership of ordinary shares: none

Sergey Malinin

Member of the Management Board,
Member of the Board of Directors

Head of the Corporate Department

Mr Malinin has been working for Vozrozhdenie Bank since 1992. Presently he is a member of the Management Board, Head of the Corporate Department and supervisor of the Risk Control Department. His job duties involve implementation of emission policy for the issue of shares and bonds, organisational support of management bodies, improving corporate governance practices, interaction with shareholders; organisation of the internal control system in order to combat money laundering and terrorist financing and information and analytical support for corporate and retail businesses.

He was a member of the Board of Directors of Open Joint Stock Company AVISTA Specialised Registrar from 2002 to 2010, and acted as Deputy Head of the Development Department of Vozrozhdenie Bank in 1997-2002.

Mr Malinin was born in 1963. He graduated from the Moscow Plekhanov Institute of the National Economy in 1985 with a degree in Economic Cybernetics, and is a mathematician economist by qualification. He has been awarded with the diploma of distinction of the Governor of the Moscow Region.

Stake in the bank’s authorised capital: none

Ownership of ordinary shares: none

Mikhail Semko

Member of the Management Board

Head of the Legal Department

Mikhail Semko has been working for Vozrozhdenie Bank since 1994. He has been a Management Board member and Head of the Legal Department since 2012. He is also Chairman of the Board of Directors of OJSC Luga Plant Belkozin, a member of the Boards of Directors of CJSC V-REGISTER, OJSC YUNOST and Baltiiski-Kurort LLC.

Mr Semko was born in 1963. Mr Semko graduated from Omsk High Militia School of the Ministry of Internal Affairs of the USSR with a degree in Legal Sciences and qualification Lawyer in 1985. He graduated from the Finance Academy under the Government of the Russian Federation in 1999 with a degree in Banking. Mr Semko holds a PhD in Law.

Stake in the bank’s authorised capital: 0.01%

Ownership of ordinary shares: none

My Report

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