Investor Presentaiton
SBERBANK
170 YEARS. BY YOUR SIDE
ANNUAL REPORT
GOVERNANCE STRUCTURE
2011
management report
44
T
Organisational
Structure 44
Remuneration
of Members
of the Bank's
Governing
Bodies 50
Share Capital 51
Report on Payment
of Declared
and Accrued
Dividends 52
ORGANISATIONAL
STRUCTURE
General Shareholders' Meeting
GOVERNANCE
STRUCTURE
he General Shareholders' Meeting is the highest management
body that makes decisions on the Bank's key business issues. The
annual General Shareholders' Meeting was convened on 3 June 2011.
The Meeting approved the 2010 annual report prepared according
to the requirements of the Federal Securities Commission and the
annual report based on the requirements of the Bank of Russia. The
Meeting also resolved to distribute profits and pay dividends for
2010, approved the independent auditor for 2011, elected members
of the Supervisory Board, the Statutory Audit Commission, the CEO
and Chairman of the Management Board. In addition, the Meeting
approved a new version of the Bank's Charter and decided on the
payment of compensation to members of the Supervisory Board and
the Statutory Audit Commission.
The Bank's Charter contains a list of matters under the authority
of the General Shareholders' Meeting.
General Shareholders' Meeting
Statutory Audit Comission
Supervisory Board
Supervisory Board
Committees
Management Board,
CEO, Chairman
of the Management Board
Management Board
Committees
Subdivisions of the Central
Office, Regonal Head Office
and foreign branches
Bank Collegium
45
Supervisory Board
According to the Charter, the Supervisory Board is responsible for
general management matters. The Supervisory Board is authorised
to determine the Bank's business agenda, set up of the collegial ex-
ecutive body- the Management Board, convene and prepare general
shareholders' meetings, recommend the amount of dividends to be dis-
tributed and the distribution procedure, and listen, on a regular basis,
to the reports of the CEO and Chairman of the Management Board
on the Bank's financial results and progress towards achieving top
priority objectives, and other matters. The Bank's Charter contains
a full list of matters under the authority of the Supervisory Board.
In 2011 the Supervisory Board held 8 meetings to discuss various
matters such as convening and preparing the annual General Share-
holders' Meeting, the Bank's annual report for 2010, the distribution
of profits and recommendations on dividend amounts, the Bank's
auditor for 2011, the approval of a new version of the dividend policy,
the activities of subsidiary banks and the creation of branches and
representative offices abroad, progress on the implementation of the
Strategy and Development Programme through 2014, integration
with Troika Dialog, improving risk management, progress on the
implementation of projects aimed at developing the Bank's corporate
business and small business lending, 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.
management report
170 YEARS. IT'S JUST THE BEGINNING
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