Investor Presentaiton
SBERBANK
170 YEARS. BY YOUR SIDE
ANNUAL REPORT
GOVERNANCE STRUCTURE
2011
Λ
management report
50
REMUNERATION OF MEMBERS
OF THE BANK'S GOVERNING
BODIES
The Staff and Remuneration Committee of Sberbank's Supervisory
Board is authorised to establish the principles and criteria for deter-
mining the remuneration of members of the Supervisory Board and
the CEO and Chairman of the Management Board, as well as members
of Sberbank's Management Board. The decision to pay remuneration
to members of the Supervisory Board is made at the annual General
Shareholders' Meeting.
Management Board remuneration
Salaries and bonuses are paid to members of the Management Board
in accordance with contracts signed with the Chairman and Chief
Executive Officer of the Bank and each Board member. The Bank does
not pay any commission, nor use any stock options for the remunera-
tion of Board members.
In 2011, as well as in 2010, no stock options or interest-free or pref-
erential loans were issued to Bank employees, nor were any other
indirect incentive schemes offered (such as insurance or credit-deposit
programmes).
To control expenses with respect to Board members' remuneration,
the following limits were set by the Bank's Supervisory Board:
-Limits on regular salary.
― Limits on the bonus paid during the year subject to Sberbank's
net profit and the performance and KPIs of a given Board member.
― Limits on the annual bonus paid as a percentage of the Bank's
net profit.
These limits are stipulated in each Board member's employment
contract.
Information on the value of payments to Management Board members
is published on the Sberbank website as part of the Bank's quarterly
reports.
Payments made to Management Board members for 2011, excluding
payments for business trips, amounted to RUB 1.96 billion, up 32%
on 2010 (RUB 1.48 billion).
Such growth is attributable to a 78.5% increase in the Bank's net
profit from RUB 174.0 billion to RUB 310.5 billion.
Total compensation to Board members accounted for 0.6% of net profit
in 2011 (0.9% in 2010). This is the lowest percentage among major
Russian banks.
Bank of Russia
Foreign legal entities
Remuneration of members of the Supervisory Board
and the Statutory Audit Commission
Based on the decision of the General Shareholders' Meeting of 3 June
2011, remuneration of members of the Supervisory Board and the
Statutory Audit Commission is as follows:
Remuneration of Supervisory Board members - RUB 11.9 million
(RUB 24 million in 2010);
Remuneration of Statutory Audit Commission members for contrib-
uting to the work of the controlling body - RUB 3 million (RUB 1.5
million in 2010 for 2009).
SHARE CAPITAL
As of 31 December 2011, the Bank's share capital totalled RUB
67.76 billion and consisted of 21,586,948,000 ordinary shares and
1,000,000,000 preferred shares with a par value of RUB 3. Sberbank's
principal shareholder is the Bank of Russia, which owns the majority
of the Bank's voting shares (60.25%).
SHARE CAPITAL STRUCTURE
Russian legal entities
Foreign private investors
Russian private investors
2009
2010
2011
57.58
57.58
57.58
24.26
32.12
33.43
9.49
4.21
4.16
0.01
0.01
0.01
8.66
6.08
4.82
Sberbank is a public company. Its shares are in free float on the Rus-
sian stock market. In 2011 Sberbank shares continued to be the most
liquid instruments on the Russian stock market; the average daily
trading volume of Sberbank ordinary shares accounted for 34% of total
trading on MICEX.
An ADR programme was launched for Sberbank ordinary shares in June
2011. To facilitate access for foreign investors, the Bank arranged for
ADRs to be traded in London and Frankfurt.
In 2011, Russian share prices were affected by deteriorating finan-
cial markets globally. Additionally, the eurozone debt crisis further
pushed down share prices for both European and Russian banks. In
170 YEARS. IT'S JUST THE BEGINNING
WWW.SBERBANK.RU
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