6 February 2009
On February 04, 2009 the Board of Directors of Bank Vozrozhdenie held its regular meeting.
The meetings of the Audit and HR & Committees were held the day before, on February 03, 2009. At the meetings members of the Committees preliminary reviewed the issues that were planned for discussion at the Board of Directors meeting.
In the course of the meeting the Board of Directors reviewed the recommendations developed by the HR & Compensation Committee regarding the candidates to the Board of Directors and Revision Commission to be elected by the General Meeting of Shareholders. The Board of Directors decided to compose the Agenda of the General Meeting of Shareholders and approve the lists of candidates to the stated bodies at the next meeting.
According to the regulations on the Bank‘s General Meeting of Shareholders the Board of Directors approved the membership of the Organizational Committee on preparation and holding the General Meeting of Shareholders in order to ensure appropriate holding the General Meeting of Shareholders.
The Board of Directors analyzed the measures taken by the bank in Q4 2008 according to the earlier approved schedule of corporate governance improvement. During the quarter according to the plan the Audit Committee reviewed the efficiency of the Bank risk management. On the basis of that analysis the Committee developed the relevant recommendations to the Board of Directors concerning the strategy of banking risk management. The Board of Directors approved the material conditions and the form of the agreement with the Members of the Management Board developed by the HR&Compensation Committee. Also, the HR and Compensation Committee offered to set up additional requirements to the candidates to the membership of the Board of Directors and to define the responsibility of the Board of Directors members and executive bodies of Bank Vozrozhdenie for inflicting losses caused by inefficient managing bank risks. Implementation of the plan on the Bank corporate governance improvement was recognized as satisfactory
The Board of Directors discussed the results of the Bank reviews held by the Central Bank during the forth quarter after preliminary analysis made by the Audit Committee. During its reviews the Central Bank did not reveal any material violations.
The Board of Directors reviewed the Q4 2008 report on compliance with the rules of internal control and with internal control programs to combat legalization (laundering) of criminally obtained revenues and terrorist financing. Bank’s efforts on compliance with the internal control rules was recognized as satisfactory.
As the Bank is a professional member of the securities market it should organize the internal control over its operations compliance with the requirements of the current legislation. The Board of Directors reviewed the quarterly Report of the Controller over Bank Vozrozhdenie activity at the securities market and recognized the Controller’s work in the forth quarter 2008 as satisfactory.
The Board of Directors decided to make amendments № 8 to the Bank Vozrozhdenie Articles of Association about Murmansk Branch changing its location.