The Board of Directors of the bank is responsible for the general management of the bank’s activities, except for the questions reserved to the competence of the General Meeting of Shareholders by the applicable legislation of the Russian Federation and the bank’s Articles of Association.
The Board of Directors is empowered to determine the strategic priorities of the bank, to control its financial and economic activities, establish and maintain an effective system of internal control, secure shareholders’ rights and supervise the activity of the executive bodies. Competence of the Board of Directors is determined by the Articles of Association of Vozrozhdenie Bank.
In order to improve its efficiency, members of the Board of Directors annually assess activity of the Board by two groups of indicators in accordance with the Regulation of self-assessment of the Board of Directors: one set of indicators resulting from the key targets and objectives of the Board of Directors and another one associated with the working procedures of the Board.
The Board of Directors includes 12 members elected by cumulative voting during the annual General Meeting of Shareholders for a period till the next scheduled annual General Meeting of Shareholders or an extraordinary General Meeting of Shareholders with election of new members of the Board of Directors on its agenda.
On June 29, 2018 the Annual General Meeting of the Bank’s Shareholders elected the Board of Directors consisting of 12 people.
In accordance with the requirements to the corporate governance of an issuer stipulated by the Listing Rules of Moscow Exchange, the Board of Directors must include at least two independent directors. Independence of members of the Board of Directors shall be defined in accordance with the Criteria for Defining Independence of members of the Board of Directors stipulated by the Listing Rules of Moscow Exchange. In accordance with the Bank’s Articles of Association the Board of Directors must comprise at least 5 independent members.
In accordance with a resolution of the Annual General Meeting, remuneration to the members of the Board of Directors (Chairmen of the Board Committees) for 2017 amounted to RUB 18 million. No remuneration was paid to other members of the Board of Directors including the Chairman of the Board of Directors and Executive Directors.
Information about activity of the Board of Directors
From July 1, 2017 through June 29, 2018 the Board of Directors held 35 meetings (4 meetings in presentia, 31meetings in absentia) considering 138 questions in total.
Information on convocation of the Board of Directors, agenda and decisions made by the Board of Directors on certain items is disclosed in accordance with the current legislation and available in the section Statements of material facts.
Disclosed in accordance with the current legislation detailed information on the Board of Directors meetings’ convocation, their agenda and decisions made on certain issues is available in the section statements of material facts.