Organisational Structure

General Shareholders’ Meeting

The General Shareholders’ Meeting is the highest management body that makes decisions on the Bank’s key business issues. The annual General Shareholders’ Meeting was convened on 3 June 2011. The Meeting approved the 2010 annual report prepared according to the requirements of the Federal Securities Commission and the annual report based on the requirements of the Bank of Russia. The Meeting also resolved to distribute profits and pay dividends for 2010, approved the independent auditor for 2011, elected members of the Supervisory Board, the Statutory Audit Commission, the CEO and Chairman of the Management Board. In addition, the Meeting approved a new version of the Bank’s Charter and decided on the payment of compensation to members of the Supervisory Board and the Statutory Audit Commission.

The Bank’s Charter contains a list of matters under the authority of the General Shareholders’ Meeting.

Supervisory Board

According to the Charter, the Supervisory Board is responsible for general management matters. The Supervisory Board is authorised to determine the Bank’s business agenda, set up of the collegial executive body — the Management Board, convene and prepare general shareholders’ meetings, recommend the amount of dividends to be distributed and the distribution procedure, and listen, on a regular basis, to the reports of the CEO and Chairman of the Management Board on the Bank’s financial results and progress towards achieving top priority objectives, and other matters. The Bank’s Charter contains a full list of matters under the authority of the Supervisory Board.

In 2011 the Supervisory Board held 8 meetings to discuss various matters such as convening and preparing the annual General Shareholders’ Meeting, the Bank’s annual report for 2010, the distribution of profits and recommendations on dividend amounts, the Bank’s auditor for 2011, the approval of a new version of the dividend policy, the activities of subsidiary banks and the creation of branches and representative offices abroad, progress on the implementation of the Strategy and Development Programme through 2014, integration with Troika Dialog, improving risk management, progress on the implementation of projects aimed at developing the Bank’s corporate business and small business lending, the Bank’s interim operating results, the results of audits by the Internal Control Function and the approval of related party transactions, and other issues.

MEMBERS OF THE SUPERVISORY BOARD ELECTED ON 3 JUNE 2011

1 Sergey Ignatiev Chairman of the Bank of Russia
2 Georgy Luntovsky First Deputy Chairman of the Bank of Russia
3 Alexei Ulyukaev First Deputy Chairman of the Bank of Russia
4 Nadezhda Ivanova Director of the Consolidated Economic Department of the Bank of Russia
5 Anna Popova Deputy Chief of Staff of the Government of the Russian Federation
6 Alexei Savatyugin Deputy Minister of Finance of the Russian Federation
7 Valery Tkachenko Chief Auditor of the Bank of Russia
8 Sergey Shvetsov Deputy Chairman of the Bank of Russia
Sberbank management
9 Herman Gref CEO, Chairman of the Management Board of Sberbank
10 Bella Zlatkis Deputy Chairman of the Management Board of Sberbank
Independent and external directors
11 Sergei Guriev Rector of the New Economic School, a privately funded graduate school
12 Mikhail Dmitriev President of the Centre for Strategic Research
13 Mikhail Matovnikov CEO of the Interfax Centre for Economic Analysis
14 Vladimir Mau Rector of the Russian Presidential Academy of National Economy and Public Administration
15 Rair Simonyan Chairman of the Board of Directors / Regional Coordinator of Morgan Stanley Bank Russia
16 Sergey Sinelnikov-Murylev Rector of the Russian Foreign Trade Academy of the Ministry of Economic Development of the Russian Federation
17 Alessandro Profumo  

The Supervisory Board was elected by the General Shareholders’ Meeting. It consists of 17 members who meet the qualification and reputation requirements defined by federal legislation and the regulations of the Bank of Russia. The procedure for electing members of the Supervisory Board is provided in the Charter.

The Supervisory Board elected on 3 June 2011 includes members from the Bank of Russia, Russian Government and Sberbank, as well as independent and external directors.

For more information on members of the Supervisory Board, please refer to the 2011 Annual Report, prepared according to Russian securities legislation and the Bank’s website.

Supervisory Board Committees

The Supervisory Board committees are special-purpose bodies established to conduct a preliminary review of important matters falling within the responsibility of the Supervisory Board, and to make relevant recommendations. The committees are formed annually from Supervisory Board members, with independent and external directors being included in each committee. The committees facilitate communications with the Bank’s governance bodies. The committees’ decisions are advisory in nature.

The Audit Committee is responsible for the preliminary assessment of candidates for the role of the Bank’s auditor, reviewing the auditor’s and Statutory Audit Commission’s reports, assessing the efficiency of the Bank’s internal controls and preliminary review of the Bank’s annual financial statements. As of 31 December 2011, the committee was chaired by Vladimir Mau, and the other members were Nadezhda Ivanova, Valery Tkachenko, Rair Simonyan and Sergey Sinelnikov-Murylev.

The Staff and Remuneration Committee aims to attract highly qualified experts for management roles within the Bank and to create incentives for them. As of 31 December 2011, the committee was chaired by Georgy Luntovsky, and the other members were Sergey Guriev, Vladimir Mau and Sergey Sinelnikov-Murylev.

The Strategic Planning Committee is responsible for the preliminary review of matters pertaining to strategic management of the Bank’s operations with a view to improving the Bank’s long-term efficiency. As of 31 December 2011, the committee was chaired by Alexei Ulyukaev and the other members were Herman Gref, Mikhail Dmitriev, Anna Popova, Alessandro Profumo, Alexei Savatyugin and Mikhail Matovnikov.

Management Board

The CEO and Chairman of the Management Board and the collegial executive body — the Management Board — direct the Bank’s current operations. The procedure for electing the CEO and Chairman of the Management Board and the Management Board is provided in the Charter.

In 2011, the Management Board considered the following matters: the feasibility of entering the investment banking market and acquiring Troika Dialog; the acquisition of a controlling stake in Volksbank International AG; changes in the compensation plan; re-formatting divisions; participating in charity events; a management concept for subsidiaries and associates; a depositary receipt programme; a programme to improve the efficiency of back office divisions; tapping the international capital markets; and establishing an integrated risk management system in line the principles of the Basel Accord and other matters.

As of 31 December 2011, the Board was composed of 13 managers. In the course of 2011, Andrey Golikov and Evgeny Korolev resigned from the Board. Igor Artamonov joined the Board in June 2011.

The Bank’s Charter contains a list of matters under the authority of the CEO and Chairman of the Management Board and the Management Board.

For more information on the CEO and Chairman of the Management Board and Board members, please refer to the 2011 Annual Report prepared according to Russian securities legislation and the Bank’s website.

Members of Sberbank’s Management Board as of 31 December 2011

1 Herman Gref CEO, Chairman of the Management Board
2 Igor Artamonov Deputy Chairman of the Management Board
3 Sergey Gorkov Deputy Chairman of the Management Board
4 Andrey Donskih Deputy Chairman of the Management Board
5 Bella Zlatkis Deputy Chairman of the Management Board
6 Anton Karamzin Deputy Chairman of the Management Board
7 Stanislav Kuznetsov Deputy Chairman of the Management Board
8 Alexander Torbakhov Deputy Chairman of the Management Board
9 Denis Bugrov Senior Vice President
10 Olga Kanovich Senior Vice President
11 Victor Orlovsky Senior Vice President
12 Alexander Bazarov Vice President, Director of the Corporate Clients Department
13 Alexander Morozov Vice President, Director of the Finance Department

Management Board Committees

A number of collegial bodies (committees) were established under the Management Board to enhance the efficiency of management and the development of the Bank’s business. Their main task is to resolve issues and establish a unified, coordinated policy across different lines of the Bank’s operations.

Corporate Business Committee Adopts decisions on key issues related to the corporate business
Loans and Investments Committee Adopts decisions on the most significant loans and related issues
Committee for Distressed Assets Adopts decisions on the key issues with respect to recovering loans and writing off bad debts
Retail Business Committee Adopts decisions on key issues related to the retail business
Retail Lending Committee Adopts decisions on lending to individuals
Asset and Liability Management Committee Adopts decisions on the management of the Bank’s assets and liabilities, liquidity risk management and market risks
Committee on Implementation of the Development Strategy Adopts decisions on key issues related to implementation of the Development Strategy
Processes and Technologies Committee Adopts decisions on technological development, manages the IT project portfolio, approves business process models
Staff Management Committee Adopts decisions on human resource management, considers Central Office organisational structures and staff schedules
Subsidiaries and Associated companies Management Committee Adopts decisions on key issues related to the implementation of the Strategy as regards subsidiaries and associates
Committee for Addressing Conflicts of Interest Adopts decisions on key issues related to the resolution and management of conflicts of interest arising at Bank level

Bank Collegium

The Collegium, a permanent collegial working body, has been operating at Sberbank since 2008. It comprises members of the Management Board and heads of territorial and subsidiary banks. The body is a platform for discussion of strategic development issues and determining the best solutions with regard to the specific regional features of the Bank’s activity.

The Collegium met three times in 2011 in order to discuss and decide on such key matters as the management of work to re-format divisions across the Bank’s branch network, launching a new retail business model, managing productivity and headcount and transforming the Bank’s corporate culture.

Statutory Audit Commission

To supervise the Bank’s business, the annual General Shareholders’ Meeting elects the Statutory Audit Commission. The Statutory Audit Commission oversees the Bank’s compliance with legal and other acts governing the Bank’s activity, the exercise of internal control in the Bank and the legitimacy of its operations. The Statutory Audit Commission assesses the accuracy of information included in the Bank’s Annual Reports and presented in its Financial Statements.

Members of the Statutory Audit Commiss ion elected on 3 June 2011

1 Vladimir Volkov Deputy Director of the Accounting and Reporting Department, Head of the Division for Methodology, Implementation of Accounting Standards, Development and Updating of the Methodological Framework for Financial Reporting under International Standards, Bank of Russia
2 Lyudmila Zinina Deputy Head of the Audit Department of the Moscow Branch, Bank of Russia
3 Olga Polyakova Director of the Internal Audit Department, Bank of Russia
4 Maxim Dolzhnikov Deputy Director of the Internal Control, Revisions and Audit Department, Sberbank
5 Dmitry Kondratenko Deputy Director of the Risk Department, Sberbank
6 Alexei Minenko Deputy Chief Accountant, Deputy Director of the Accounting Department, Sberbank
7 Yulia Isakhanova Head of the Financial Control Division of the Finance Department, Sberbank

    History

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