The right to nominate candidate members of the Board of Directors belongs to the shareholders of the bank (their representatives) who jointly hold not less than 2 percent of the voting shares of the bank as of the date of making the relevant suggestion.
The shareholders of the bank who jointly possess not less than 2 percent of the voting shares of the bank are entitled within the period stipulated by the Articles of Association of the bank to make suggestion including that on candidate members of the Board of Directors which number shall not exceed the number of the members of the Board of Directors stipulated by the Articles of Association of the bank.
Upon making a suggestion on nominating a candidate member of the Board of Directors of the bank including the cases of self-nomination, there shall be stated the name of the candidate (if the candidate is the bank’s shareholder, then it needs to state the amount and category (type) of the bank’s shares in his/her possession) and the details of the personal identification document (series and/or number, date and place of issue, issuing body) of each nominated candidate, as well as names of the nominating shareholders, the amount and category (type) of the bank’s shares in their possession.
Suggestions on nominating candidate members of the Board of Directors shall be made in writing and addressed to the Chairman of the Board of Directors not later than 30 days after the end of the financial year.
Candidate members of the Board of Directors shall comply with qualification and business reputation requirements set by federal laws and regulations of the bank of Russia adopted in accordance therewith.
Along with nominating candidate members of the Board of Directors, the initiator(s) presents to the Board of Directors the signed consent of the candidate to be nominated for election to the Board of Directors stating:
- full name of the candidate;
- details of personal identification document (document series and/or number, date and place of issue, the issuing body);
- date of birth;
- data on education (educational institution, graduation date, acquired profession);
- occupied position (job title) as of the date of the consent to be nominated, positions occupied for the last five years including positions in management bodies of other legal entities;
- availability of professional certificates (number, series, validity, date of issue, the issuing body) to perform professional activities in the securities market;
- data on possession of shares of other legal entities;
- list of persons affiliated to the candidate.
The Board of Directors is obliged to consider suggestions upon candidates to the Board of Directors and make a decision to include them in the list of candidate for voting or to refuse in the inclusion not later then in 5 days since the termination of the tenor of receiving the suggestions for the agenda of General Shareholders meeting.
In case of absence the suggestions in stipulated terms or insufficient candidates as well as in case of mistakes, restrictions, prohibitions and other circumstances impedimental inclusion of candidates in the voting list, the Board of Directors has a right to include the candidates into the voting ballot at its own discretion.
The Board of Directors has a right to reject inclusion of the candidate into the voting ballot in following cases:
- the shareholder(s) does not comply with the deadline to submit suggestions;
- the shareholder(s) does not possess the necessary number of shares as of the date of submitting the suggestion and has no representative authority on behalf of the relevant shareholders;
- the suggestion does not comply with the requirements stipulated by the current law of the Russian Federation.
You can get to know in details about the Board of Directors and the order of putting the suggestions upon election of the Board of Directors from the Regulations on the Board of Directors