Supervisory Council compositionSupervisory Council composition

On 24 September 2020, the Annual General Meeting of ShareholdersThe biographies of the members of the Supervisory Council and their positions in other organisations are reported as of 31 December 2020. elected Dmitry Grigorenko, Israfil Mammadov, Aleksey Moiseev, Maksim Reshetnikov and Valery Sidorenko to the Supervisory Council for the first time. Anton Siluanov, Sergey Dubinin, Shahmar Movsumov, Oksana Tarasenko and Vladimir Chistyukhin left the Supervisory Council.

Corporate governance in partially state-owned companies differs as a result of the special status of their major shareholder, the Russian Federation. VTB Bank’s Supervisory Council includes state officials: the civil servants Dmitry Grigorenko, Aleksey Moiseev, Maksim Reshetnikov and Valery Sidorenko, as well as the representatives of state interests Matthias Warnig and Andrey Kostin.

In addition, the Supervisory Council includes representatives of institutional/minority shareholders (professional directors): Mikhail Zadornov, Alexander Sokolov, Israfil Mammadov (independent director), Igor Repin (independent director) and Yves Thibault de Silguy (senior independent director).

Education:

2000 — Kuban Institute of International Entrepreneurship and Management, specialisation in finance and credit
2000 — Institute of Economics, Law and Humanities, specialisation in jurisprudence

Professional activities:

Since January 2020 — Deputy Prime Minister of the Russian Federation, Chief of Staff of the Government of the Russian Federation
2013–2020 — Deputy Head of the Federal Tax Service

Positions in other organisations:

  • Chairman of the Supervisory Council of VEB.RF

Ownership of shares in the Bank as of 31 December 2020:

% of ordinary shares ► 0%
% of the charter capital ► 0%

Education:

1981 — Bruno Leuschner Higher School of Economics (Berlin, Karlshorst), specialisation in national economics
1995 — additional professional training at Dresdner Bank AG in Bad Homburg (Germany) and in London (United Kingdom) through the Lending and Risk Management programme

Professional activities:

Since September 2015 — Executive Director of Nord Stream 2 AG (Switzerland)
Since 2008 — Director of Interatis AG (Switzerland)
2006–2016 — Managing Director of Nord Stream AG (Switzerland)

Positions in other organisations:

  • Member of the Board of Directors of Transneft and of Fussballclub Gelsenkirchen-Schalke 04 c.V. (Germany)
  • Deputy Chairman of the Board of Directors of Rosneft
  • Chairman of the Administrative Council of Gas Project Development Central Asia AG (Switzerland)
  • Member of the Administrative Council of Gazprom Schweiz AG (Switzerland)

Ownership of shares in the Bank as of 31 December 2020:

% of ordinary shares ► 0%
% of the charter capital ► 0%

Education:

1971 — University of Rennes II in Upper Brittany, degree in law
1972 — University of Paris 1 (Pantheon-Sorbonne), degree in public law
1972 — Institute for Political Studies (Sciences Po) (Paris), specialisation in public law
1976 — National School of Administration (ENA), Guernica class

Professional activities:

Since May 2010 — Vice President and delegated administrator of Vinci SAS (France), Senior Director of the Board of Directors, Vinci Group (France)
Since 2010 — President of YTSeuropaconsultants, SARL (France)
2005–2012 — Member of the Council for Foreign Affairs, French Foreign Ministry
2004–2011 — Member of the Board of Directors of SMEG (Société Monégasque de l’Electricité et du Gaz)

Positions in other organisations:

  • Chairman of the Supervisory Council of Sofisport SA (France)
  • Member of the Board of Directors of Louis Vuitton Moet Hennessy SA (France)

Ownership of shares in the Bank as of 31 December 2020:

% of ordinary shares ► 0%
% of the charter capital ► 0%

Education:

Candidate of Economic Sciences
1984— Plekhanov Russian University of Economics, specialisation in national economic planning

Professional activities:

Since January 2018 — President and Chairman of the Management Board of Bank Otkritie Financial Corporation
2005–2017 — President and Chairman of the Management Board and member of the Management Board of VTB24

Positions in other organisations:

  • Member of the Supervisory Council of Trust Bank, Bank Otkritie Financial Corporationand the Higher School of Economics
  • Member of the Board of Directors of the Otkritie private pension fund
  • Chairman of the Board of Directors of Rosgosstrakh insurance company and RGS Bank

Ownership of shares in the Bank as of 31 December 2020:

% of ordinary shares ► 0.000246%
% of the charter capital ► 0.000049%

Education:

1995 — Moscow State Institute of International Relations, specialisation in international economic relations
2017 — Yale School of Management, Executive Education: Leadership and Change Management
2017 — Stanford Graduate School of Business, Executive Education: Leading Change and Organisational Renewal
2018 — Harvard Business School, Executive Education: High Potentials Leadership Program

Professional activities:

Since November 2019 — Executive Director of the State Oil Fund of the Republic of Azerbaijan
2013–2019 — Deputy Executive Director of the State Oil Fund of the Republic of Azerbaijan
2008–2013 — Chief Investment Director of the State Oil Fund of the Republic of Azerbaijan
2007–2008 — Representative of the State Oil Company of the Republic of Azerbaijan in Great Britain

Positions in other organisations:

  • Member of the Supervisory Council of the Southern Gas Corridor
  • Member of the Management Board of the International Forum of Sovereign Wealth Funds
  • Member of the Board (in a pro bono capacity) of the Economic Council of the Republic of Azerbaijan

Ownership of shares in the Bank as of 31 December 2020:

% of ordinary shares ► 0%
% of the charter capital ► 0%

Education:

Candidate of Economic Sciences
1979 — Lomonosov Moscow State University, Economics Department

Professional activities:

Since 2002 — President and Chairman of VTB Bank’s Management Board
1996–2002 — Chairman of Vnesheconombank

Positions in other organisations:

  • Chairman of the Supervisory Council of the Russian Gymnastics Federation
  • Member of the Supervisory Council of Post Bank, the Russian Volleyball Federation and the Kurchatov Institute
  • Member of the Board of Directors of VTB Capital, VTB Capital Holding, VTB Capital IB Holding, Russian Post and Rostelecom
  • Member of the Bureau of the Board of the Russian Union of Industrialists and Entrepreneurs and of the Russian Union of Industrialists and Entrepreneurs Russian Employers Association
  • Chairman of the Board of Trustees of the Bolshoi Theatre
  • Member of the Board of Trustees of the Foundation for Supporting and Developing Physical Culture and Sport, the Sports Federation Dynamo Hockey Club, the Financial University under the Government of the Russian Federation, Lomonosov Moscow State University, St. Petersburg State University, Friends of the Russian Museum Development Fund, the Moscow State Institute of International Relations (MGIMO), the Charitable Foundation for the Restoration of the Resurrection New Jerusalem Monastery, the Mariinsky Theatre, the I.K.O. Centre, the State Primorsky Opera and Ballet Theatre, the National Coordination Centre for Developing Economic Cooperation with the Countries of the Asia-Pacific Region, the Deaf–Blind Support Fund, the Russian Geographical Society, the Nauka-Detyam Foundation, the Russian Children’s Foundation, the Yevgeny Primakov High School and the National Intellectual Development Foundation
  • Member of the Supreme Council of the United Russia political party
  • Member of the Presidium of the non-profit partnership National Council on Corporate Governance
  • Member of the Council of the Association of Russian Banks and the I Am a Professional Association
  • Member of the Public Council under the Russian Finance Ministry

Ownership of shares in the Bank as of 31 December 2020:

% of ordinary shares ► 0.00183%
% of the charter capital ► 0.00036%

Education:

1995 — Sergo Ordzhonikidze State Academy of Management, specialisation in global economy
1998 — University of Rochester, USA, specialisation in business administration
2013 — Financial University under the Government of the Russian Federation, Professional Development Programme: Organisational Economics
2016 — Russian Presidential Academy of National Economy and Public Administration, Professional Development Programme: Organisational Economics

Professional activities:

Since July 2012 — Deputy Finance Minister of the Russian Federation
2010–2012 — Deputy Head of the Analytics Department, Head of the Macroeconomic Analysis Division at VTB Capital
2001–2010 — Senior Economist, Deputy Head of the Analytics Department at Renaissance Capital — Financial Adviser

Positions in other organisations:

  • Chairman of the Board of Directors of Bank DOM.RF, Almazyuvelirexport, Goznak
  • Member of the Board of Director of Rosippodromy, Deposit Insurance Agency, Russian Post
  • Member of the Supervisory Council of the Banking Sector Consolidation Fund Management Company, Alrosa, Trust Bank, Bank Otkritie Financial Corporation, Fund for the Protection of the Rights of Citizens Participating in Shared Construction, DOM.RF
  • Member of the National Financial Council of the Bank of Russia

Ownership of shares in the Bank as of 31 December 2020:

% of ordinary shares ► 0%
% of the charter capital ► 0%

Education:

1988 — Lomonosov Moscow State University, specialisation in land hydrology

Professional activities:

Since 2001 — Deputy Executive Director of the Professional Investors Association

Positions in other organisations:

  • Chairman of the Board of Directors of the Federal Centre for Geoecological Systems

Ownership of shares in the Bank as of 31 December 2020:

% of ordinary shares ► 0.0000002315%
% of the charter capital ► 0.0000000461%

Education:

Candidate of Economic Sciences
2000 — Perm State National Research University, specialisation in mathematical economics
2002 — Perm State National Research University, specialisation in linguistics and translation

Professional activities:

Since January 2020 — Minister of Economic Development of the Russian Federation
2017–2020 — Governor of Perm Krai
2017 — Acting Governor of Perm Krai
2012–2017 — Minister, Head of the Department of Economic Policy and Development of the City of Moscow, Government of Moscow
2010–2012 — First Deputy Chief of Staff for the Mayor and Government of Moscow

Positions in other organisations:

  • Chairman of the Supervisory Council of the Federal Competence Centre for Labour Productivity, the WTO Centre of Expertise, MONOGORODA.RF, the Entrepreneurs Platform, AIR
  • Member of the Supervisory Council of the Moscow Innovation Cluster, the Analytical Centre for the Government of the Russian Federation, the Russian Direct Investment Fund, Roscosmos, Digital Economy and VEB.RF
  • Chairman of the Board of Directors of RVC
  • Deputy Chairman of the Board of Directors of SME Corporation
  • Member of the Board of Directors of Russian Railways and Russian Post
  • Member of the National Financial Council of the Bank of Russia
  • Member of the Board of Trustees of the Skolkovo Foundation

Ownership of shares in the Bank as of 31 December 2020:

% of ordinary shares ► 0%
% of the charter capital ► 0%

Education:

Candidate of Economic Sciences
1998 — Tver State Technical University, specialisation in power supply
1999 — Tver State Technical University, specialisation in economics and enterprise management
2004 — postgraduate studies at the Budget and Treasury Academy of the Ministry of Finance of the Russian Federation

Professional activities:

Since January 2020 — First Deputy Chief of Staff of the Government of the Russian Federation
2018–2020 — Deputy Chief of Staff of the Government of the Russian Federation
2012–2018 — Director of the Department of Economics and Finance of the Government of the Russian Federation

Positions in other organisations:

  • Deputy Chairman of the Supervisory Council, Analytical Centre for the Government of the Russian Federation
  • Member of the Supervisory Council, VEB.RF

Ownership of shares in the Bank as of 31 December 2020:

% of ordinary shares ► 0%
% of the charter capital ► 0%

Education:

2002 — Russian State University of Aviation Technology, specialisation in economics and enterprise management

Professional activities:

Since July 2018 — President and Chairman of the Management Board of Trust Bank
2019–2020 — Head of the First Block of Bank Otkritie Financial Corporation
2018–2019 — Head of the Risks and Collection Unit, Bank Otkritie Financial Corporation
2017–2018 — Member of the Management Board of Bank Otkritie Financial Corporation
2014–2017 — Member of the Management Board of VTB24
2008–2017 — Director of the Risk Analysis Department at VTB24

Positions in other organisations:

  • Member of the Supervisory Council of Trust Bank
  • Chairman of the Board of Directors of United Wagon Company and of Inteco Intex JSC

Ownership of shares in the Bank as of 31 December 2020:

% of ordinary shares ► 0%
% of the charter capital ► 0%

Members of the Supervisory Council whose term ended at the AGM on 24 September 2020

Education:

1995 — Moscow State Institute of International Relations, specialisation in international economic relations
2004 — John F. Kennedy School of Government at Harvard University, specialisation in public finance

Professional activities:

Since 2019 — Assistant to the President of the Republic of Azerbaijan, Head of the Department for Economic Affairs and Innovative Development Policy of the Administration of the President of the Republic of Azerbaijan
2006–2019 — Executive Director of the State Oil Fund of the Republic of Azerbaijan
2005–2006 — General Director of the National Bank of Azerbaijan

Positions in other organisations:

  • Chairman of the Supervisory Council of the International Bank of Azerbaijan
  • Member of the Board of Trustees of the ADA University Foundation

Education:

Doctor of Economic Sciences, Associate Professor
1973 — Lomonosov Moscow State University, specialisation in political economy

Professional activities:

Since 2014 — Head of the Finance and Credit Faculty at Lomonosov Moscow State University
2005–2008 — Member of the Board of Directors, Chief Financial Officer of RAO UES
2004–2005 — Member of the Management Board of RAO UES
2001–2004 — Deputy Chairman of the Management Board of RAO UES

Positions in other organisations:

  • Advisor and member of the Board of Directors of VTB Capital
  • Member of the Board of Directors of VTB Capital Holding IB and VTB Capital Holding

Education:

Doctor of Economic Sciences
1985 — Moscow Financial Institute, specialisation in finance and credit
2007 and 2010 — National State Tax Academy of the Ministry of Finance of the Russian Federation and the Financial University under the Government of the Russian Federation, professional development

Class 1 Full State Counsellor of the Russian Federation

Professional activities:

Since 2020 — Minister of Finance of the Russian Federation
2018–2020 — First Deputy Prime Minister of the Russian Federation, Minister of Finance of the Russian Federation
1992–2018 — Deputy Head of Section, Deputy Department Manager—Head of Section, Deputy Department Manager, Deputy Department Head, Head of Department, Department Manager, Deputy Minister, Director of Department, Deputy Minister, acting Minister of Finance of the Russian Federation, Minister of Finance of the Russian Federation

Positions in other organisations:

  • Chairman of the Supervisory Council of Alrosa
  • Governor from the Russian Federation of the BRICS New Development Bank and the International Monetary Fund
  • Member of the Supervisory Council of the Russian Direct Investment Fund, VEB.RF and Rostec
  • Member of the Board of Trustees of the Skolkovo Foundation and the Charitable Foundation for the Restoration of the Resurrection New Jerusalem Monastery
  • Member of the Academic Council of the Financial University
  • Authorised representative of the Russian Federation in the Eurasian Development Bank
  • Chairman of the Board of the Eurasian Fund for Stabilisation and Development, and of the National Financial Council of the Bank of Russia

Education:

Candidate of Legal Sciences
2005 — Lomonosov Moscow State University, specialisation in jurisprudence
2009 — Lomonosov Moscow State University, specialisation in management
2016–2018 — Lomonosov Moscow State University and the Russian Presidential Academy of National Economy and Public Administration, professional development programmes

Professional activities:

Since 2018 — Deputy Minister of Economic Development of the Russian Federation
2015–2018 — Advisor to the Minister, acting Director of the Department for Coordination, Development and Regulation of Foreign Economic Affairs, Director of the Corporate Governance Department, Assistant to the Minister of Economic Development of the Russian Federation
2011–2015 — Assistant Manager, Head of the Department for Social and Cultural Organisations and Foreign Property, Head of the Industrial Organisations and Foreign Property Division of the Federal Agency for State Property Management

Positions in other organisations:

  • Member of the Board of Directors of Rosippodromy, Rusnano, Rusnano Management Company, RVC, Sovcomflot and the Vorobyovy Gory Innovative Scientific and Technological Centre of Moscow State University
  • Member of the Supervisory Council of Russian Agricultural Bank
  • Member of the Board of Trustees of the Skolkovo Foundation and the Charitable Foundation for the Restoration of the Resurrection New Jerusalem Monastery

Education:

1995 — Lomonosov Moscow State University, specialisation in legal studies

Professional activities:

Since 2014 — Deputy Governor of the Bank of Russia
2013–2014 — First Deputy Head of the Financial Markets Service, Bank of Russia
2011–2013 — Director of the Financial Stability Department, Bank of Russia
2004–2011 — Deputy Director of the Banking Regulation and Supervision Department, Bank of Russia
2002–2004 — Deputy Director of the Department of Foreign Exchange Regulation and Control, Bank of Russia

Positions in other organisations:

  • Member of the Board of Directors of the Bank of Russia and of the Deposit Insurance Agency

In accordance with the Regulation on the Bank’s Supervisory Council, a senior independent director has been elected since 2015 from among the members of the Council serving as independent directors. The senior independent director acts as an advisor to the Chairman of the Supervisory Council and coordinates interactions between the independent directors. The senior independent director also interacts with the Bank’s shareholders. If a dispute arises, the senior independent director should take measures to resolve the dispute through cooperation with the Supervisory Council Chairman, the other members of the Supervisory Council and the Bank’s shareholders to ensure the smooth operation of the Supervisory Council

Yves Thibault de Silguy has been the senior independent director since 23 May 2018.

The Supervisory Council’s Staff and Remuneration Committee regularly assesses the independence of candidates for the Supervisory Council and considers issues related to the independence of independent directors.

In 2020, no transactions were made involving the acquisition or disposal of Bank shares by members of the Supervisory Council

SHAREHOLDER REPRESENTATIVES, %
INDEPENDENCE, %
LENGTH OF SERVICE, %
CHANGES IN THE SUPERVISORY COUNCIL
3
permanent members of the Supervisory Council
13
changes in the composition of the Supervisory Council
63%
of the composition of the Supervisory Council changed

Liability insurance for Supervisory Council members

Supervisory Council members are insured under the directors liability insurance programme (director’s and officer’s liability, D&O). In accordance with the D&O insurance programme, compensable losses (including legal expenses) incurred due to unintentional wrongful acts, negligence or omission on the part of members of the Supervisory Council related to the Bank’s financial operations are reimbursed in relation to claims filed during the insurance period by investors, shareholders or government bodies. The grounds for a claim may be the personal responsibility of members of the Supervisory Council for mistakes made during the decisionmaking process, shortfalls in financial control and risk management leading to losses, a reduction in share price or asset value or damages caused to third parties.

In 2020, a contract for directors liability insurance was signed for a new term. The feasibility of the extension was approved by VTB Bank’s Operational and Regulatory (Compliance) Risks Committee.

Introduction to membership of the Supervisory Council

An induction programme for first-time members of the Supervisory Council of VTB Bank was introduced in order to ensure the efficient operation of the Supervisory Council. It will also improve the Bank’s corporate governance practices in accordance with the best international corporate governance principles, including those provided by the Corporate Governance Code approved by the Board of Directors of the Bank of Russia, the Regulation on the Staff and Remuneration Committee of the Bank’s Supervisory Council and the Bank’s Corporate Governance Code. The induction programme was created by decision of the Staff and Remuneration Committee of the Bank’s Supervisory Council on 7 October 2016 (Minutes No. 48, hereinafter the Programme).

As part of the Programme in 2020, the Supervisory Council’s newest members met for the first time with members of VTB Bank’s Management Board and with the Corporate Secretary. During these meetings, they were provided with information on the Bank’s Development Strategy for 2019–2022, the corporate governance system and the risk management and internal control system. In addition, they were given an introduction to the Bank’s bylaws and other information necessary for members of the Supervisory Council to perform their duties effectively.

THE INDUCTION PROGRAMME CONSISTS OF THE FOLLOWING ACTIVITIES