25 April 2014
Today bank Vozrozhdenie Board of Directors held its regular meeting.
Major part of the agenda items covered preparation and organization of the Annual General Meeting of the Shareholders. At that, some of them were preliminary discussed at the meetings of the Audit Committee and the Human Resources and Compensation Committee.
Following the meeting, the Board of Directors:
- decided to hold he Annual General Meeting on June 27, 2014;
- determined May 12, 2014 as the recording date;
- agenda of the Annual General Meeting of Shareholders;
- form and text of voting ballots for the Annual General Meeting of Shareholders, as well as list of information (materials) to be submitted to the shareholders while preparing for its holding;
- list of candidates to the Board of Directors and the Revision Commission based on the Human Resources and Compensation Committee recommendations in the absence of proposals from the shareholders;
- considered the Audit Committee’s recommendations on candidates to the position of the Bank’s Auditor;
- recommended to the General Meeting of Shareholders:
- to make a decision on payout of dividends for 2013 on ordinary registered uncertified shares of Bank Vozrozhdenie with nominal value of RUR 10.0 each in sum of 5% of the nominal value that comprises RUR 0.5 per share, and on preferred registered uncertified shares with defined dividend amount and with nominal value of RUR 10 each — in sum of 20% of the nominal value that comprises RUR 2.0 per share;
- to make a decision on remuneration for 2013 to be paid to the members of the Bank’s Board of Directors based on the Human Resources and Compensation Committee recommendations proposed according to the Regulations on the Human Resources and Compensation Committee: to pay RUR 3 mln to the Chairman of the Board of Directors, RUR 1.5 mln — to each non-executive director-head of the Board of Directors’ Committees, RUR 600 thsd — to each remaining members of the Board of Directors, not to pay remuneration to executive directors.
In connection with changes in Russian legislation, including Federal Laws “Concerning baks and banking activities”, “Concerning joint stock companies”, “Concerning the securities market”, coming into effect, the Board of Directors approved draft Amendments to the Articles of Association of Bank Vozrozhdenie and put it to approval of the Annual General Meeting of Shareholders.
According to the requirements of the MICEX stock exchange imposed in frame of keeping the Bank’s shares in its quotation list A, the Audit Committee annually based analyses results of the Audit Committee’s review of auditor’s opinion and assesses the opinion on annual Russian Accounting Standards Financial Statements and International Financial Reporting Standards Consolidated Financial Statements. The Board of Directors of Bank Vozrozhdenie agreed with the auditor’s opinion and confirmed that the preparation of Consolidated Financial Statements are free from material misstatement, whether due to fraud or error and included this information as part of materials for the Annual General Meeting of Shareholders.
With the purpose of increasing effectiveness of the corporate governance, Bank Vozrozhdenie strives to strictly follow the Bank of Russia’s recommendations on modern methods of corporate governance organization at banking institutions, to improve the system of self-assessment of the Board of Directors activity, as well as to raise quality of self-assessment procedure.
As part of activities aimed at continuous improvement of corporate governance, the Bank holds annual self-assessment procedure for the Board of Directors on a number of criteria in line with the best practices. The bank strictly sticks to the list of issues for assessment of corporate governance which was defined for credit organizations by the Bank of Russia in the Letters №