Supervisory СouncilSupervisory СouncilBiographies and titles of the members of the Supervisory Council are provided as of 31 December 2020.
Scope of responsibilities
The Supervisory Council is one of the most important elements of VTB Bank’s corporate governance system. In its activities, the Supervisory Council is guided by the interests of shareholders and the Bank. Acting in the interests of shareholders and in accordance with Russian legislation, the Bank’s Charter, the Regulation on the Supervisory Council and the Corporate Governance Code, it provides general oversight of the Bank’s operations.
The Supervisory Council’s main tasks are the elaboration and adoption of the Bank’s Development Strategy, as well as the formation of the Bank’s executive bodies and oversight of their activities, organising assessments of the performance of the internal control and risk management system, determining the Bank’s personnel policy, including remuneration of executive bodies and Bank management, and participation in decision-making on issues pertaining to Bank management.
The Supervisory Council determines the rules for the functioning of the Bank’s corporate governance system through the adoption of bylaws that regulate the principles and procedures of its individual elements and oversight of the effectiveness of the corporate governance system as a whole.
The Supervisory Council is entrusted with the function of managing conflicts of interest between the Bank’s management bodies, shareholders and employees.
Members of the Supervisory Council are elected by the General Meeting of Shareholders for a term of one year. Shareholders holding at least 2% of the Bank’s voting shares have the right to nominate candidates to the Supervisory Council, and the Supervisory Council can nominate candidates at its own discretion. Members of the Supervisory Council are elected by means of a cumulative ballot at the General Meeting of Shareholders.
The functioning Supervisory Council as of the end of 2020 was elected at the AGM on 24 September 2020. As of 31 December 2020, the Supervisory Council consisted of 11 members, 10 of whom were non-executive directors, and three were independent directors. This combination of directors is in line with international best practices and ensures that all shareholders’ interests are represented. The composition of the Supervisory Council is reviewed annually to ensure the right level of professionalism, experience and effectiveness, and to ensure that it is in line with VTB’s strategic goals.
According to the Bank’s Corporate Governance Code, the Supervisory Council should include at least three directors who meet the independence criteria established by the listing rules of the exchange whose quotation list includes the Bank’s securities. The independent members of the Supervisory Council must not have any relationship with the Bank that would prevent them from fairly and impartially making decisions with regard to VTB’s strategy and ongoing activities. In determining the independence criteria for the members of the Supervisory Council, VTB Bank is guided by the requirements of applicable legislation, the listing rules of the stock exchange whose quotation list includes the Bank’s securities and the Bank’s Charter.
Remit of the Supervisory Council
The Supervisory Council provides strategic direction; determines VTB Bank’s long-term priorities; approves its Development Strategy and long-term development programme; determines the key principles and overall approach to risk management and internal control, as well as its policy on remuneration and compensation paid to executive bodies and other key executives; and exercises oversight of the activities of executive bodies and corporate governance. The Supervisory Council plays a key role in the Bank’s main corporate activities.
|MEMBER OF THE SUPERVISORY COUNCIL||FIRST YEAR ON VTB BANK’S SUPERVISORY COUNCIL||STRATEGY||FINANCE AND ECONOMICS||RISK MANAGEMENT, AUDIT||CORPORATE GOVERNANCE, LEGAL ISSUES||BUSINESS ADMINISTRATION|
|Yves Thibault de Silguy||2013||●||●||●||●||●|
Chairman of the Supervisory Council
The Chairman of the Supervisory Council is elected by majority vote of the members of the Supervisory Council. The Supervisory Council has the right to re-elect its Chairman at any time by majority vote.
The Chairman is not permitted to combine this role with the position of President and Chairman of the Management Board. The Chairman of the Supervisory Council may not also be a member of the VTB Bank Management Board, nor may he or she have any type of employment relationship with the Bank.
The Chairman organises the work of the Council, convenes and chairs its meetings, ensures that minutes are kept and presides over General Meetings of Shareholders. In the absence of the Chairman, his or her duties are assumed by a Supervisory Council member as decided by the Supervisory Council.
Dmitry Grigorenko has been the Chairman of VTB Bank’s Supervisory Council since 28 September 2020.