Supervisory Board

Protecting the rights and interests of shareholders, the Supervisory Board controls the Bank’s activities and financial operations, participates in the process of taking decisions, which might considerably affect Bank’s activities, its assets and liabilities, financial position, provides the due level of internal audit and risk management.

Competence of the Supervisory Board includes:

1. Approve the provisions, governing the Bank’s activities and being within the competence of the Supervisory Board
2. Prepare the agenda of the General Shareholders’ Meeting, taking the decisions on the date of its holding
3. Appoint and dismiss the Chairman and the members of the Management Board, and the head of Internal Audit Department, approve the terms of the employment contracts with them and determine the policy of their compensation and remuneration
4. Oversee the Management Board’s performance and the Shareholders’ General Meeting resolutions fulfillment
5. Elect the Bank’s auditor and determine the terms of contract to be entered into with it
6. Appoint and terminate the powers of internal audit unit employees
7. Determine the procedures of audit and control over financial and operational activities
8. Make a decision on the Bank’s participation in banking groups, financial holdings and other entities;on issues on incorporation, reorganization and liquidation of subsidiaries, branches, and on issues concerning merger, takeover, division, separation or reorganization of the Bank
9. Resolve on conducting a material transaction, if the market value of the property that is the subject of such a material transaction is 10 to 25 percent of the value of the Bank’s assets
10. Make a decision on the sale of shares previously bought-back, the placement and buy-back of securities other than shares of the Bank
11. Resolve on incorporation, reorganization and liquidation of the Bank’s branches and representative offices, approve provisions on their activities, determine the terms of employment contracts and compensation of branch directors
12. Approve current (annual) and long-term budgets of the Bank
13. Examine and submit the Bank’s annual results for approval by the General Shareholders’ Meeting
14. Approve the organizational structure of the Bank
15. Address any other issue within the Supervisory Board competence or delegated to it by the General Shareholders’ Meeting
    

The Supervisory Board meetings take place throughout the year on a regular basis, but not less than once a quarter. When taking the decision the Supervisory Board treats all shareholders fairly and takes into account the interests of stakeholders.

The Supervisory Board members are elected by the General Shareholders’ Meeting from shareholders or their authorized representatives by way of cumulative voting for the term of three years.

Each member of the Supervisory Board has one vote. The decision is made by a simple majority of votes, i.e. by more than a half of the votes of the members, who are present at the meeting. A Supervisory Board meeting has authority if it is attended by no less than a half of its members. The Bank’s Articles of Association also provide for a procedure for making decisions by the Supervisory Board members through voting by correspondence.

More information on the VAB Bank’s Supervisory Board activities, obligations and competences could be found in the VAB Bank’s Articles of Association and the VAB Bank Supervisory Board provisions. Information on the Supervisory Board composition is here.