Committees of the Supervisory Board

The following committees have been created for the preliminary consideration by the Supervisory Board of the most important issues falling within its competence and preparing recommendations to adopt decisions on such issues:

  • Audit Committee;
  • HR and Remuneration Committee;
  • Strategic Planning Committee;
  • Risk Management Committee.

The committees are accountable to the Supervisory Board. The chairmen of the committees submit reports to the Supervisory Board on the work performed by the committees containing the considered issues and adopted decisions.

Structure of the Audit Committee
Structure of the HR and Remuneration Committee
Structure of the Strategic Planning Committee
Structure of the Risk Management Committee

Audit Committee

The Audit Committee was created in the structure of the Supervisory Board for the purpose of the preliminary consideration of the issues related to the control of financial and business activities.

The main objectives of the Audit Committee are to increase the effectiveness of the internal control, risk management and corporate governance systems, ensure the performance of management and control functions of the Supervisory Board on issues regarding the functioning of these system, control of the reliability of the financial statements, an also the activity of the external auditor and the Internal Audit Function.

Members of the Audit Committee and attendance

Most of the members of the Audit Committee are independent non-executive directors. The Chairman of the Audit Committee is an independent director.

During 2017 one change occurred in the Committee’s composition: the independent director of the Supervisory Board Alessandro Profumo left the Supervisory Board and the Committee (he was not elected at the annual General Shareholder’s Meeting on 26 May 2017). New members were not onboarded to the Audit Committee.

Structure of the Audit Committee Information on attendance of the meetings of the Audit Committee (four in-presentia meetings were held)
V. Mau Chairman, independent director) 4
N. Wells (independent director) 4
N. Ivanova 4
Director who left the Supervisory Board on May 26, 2017
A. Profumo (independent director) 1

Activity of the Audit Committee in 2017

Within the framework of its competence, in 2017 the Audit Committee considered the following issues:

  • Auditor’s report on the annual financial statements of the Bank for 2016.
  • Opinion of the Internal Audit Commission on the results of the audit of the financial and business activities of the Bank for 2016.
  • Candidacy of the auditor of the Bank for 2017 and Q1 2018.
  • Distribution of profits and recommendations on the amount of payable dividends for 2016.
  • Information on IFRS 9 “Financial instruments” implementation.
  • Information on the results of the work of the audit firm PricewaterhouseCoopers Audit.
  • Results of the audits conducted by the Internal Audit Function.
  • Approval of the Audit Plans of the Internal Audit Function of the Bank for 2018.
  • The Work Plan of the Audit Committee was approved for 2017–2018.

Interaction with the Internal Audit Commission

The Chairman of the Internal Audit Commission is invited to the meeting of the Audit Committee to consider the results of the audit of the financial and business activities of the Bank. The participation of the representative of the Internal Audit Commission in the meetings of the Audit Committee makes it possible to discuss constructively and meaningfully the opinion of the internal audit, hear their opinion on the compliance of the financial and business results of the Bank with the actual state of affairs. In 2017 the Chairman of the Internal Audit Commission participated in one meeting of the Audit Committee.

HR and Remuneration Committee

The HR and Remuneration Committee was created as part of the structure of the Supervisory Board for the purposes of forming the effective system for remuneration, succession planning and the formation of the professional structure of the Supervisory Board, executive bodies and other key management employees of the Bank.

The main objectives of the HR and Remuneration Committee are to strengthen the candidate pool and increase the effectiveness of the work of the Supervisory Board, prepare proposals on the formation of the effective remuneration system of members of the Supervisory Board, executive bodies of the Bank and other key management employees of the Bank.

Members of the HR and Remuneration Committee and attendance

Most of the members of the HR and Remuneration Committee are independent directors. The Chairman of the HR and Remuneration Committee is a non-executive director.

During 2017 there was no change to the structure of the HR and Remuneration Committee.

Structure of the HR and Remuneration Committee Information on visiting the meetings of the HR and Remuneration Committee (6 in presentia and 1 in absentia meetings were held)
G. Luntovsky (Chairman, non-executive director) 7
V. Mau (independent director) 7
G. Melikyan (independent director) 7

The activity of the HR and Remuneration Committee in 2017:

Within the framework of its competence, the HR and Remuneration Committee in 2017 considered the following issues:

  • The proposals received from Sberbank’s shareholders on the nomination of candidates to the Supervisory Board for the election at the annual General Shareholders’ Meeting based on the results of 2016.
  • Results of the self-evaluation of the Supervisory Board based on the results for 2016.
  • Issues on the succession system of the members of the Supervisory Board and the executive bodies of the Bank.
  • Issues on the remuneration system of the members of the Supervisory Board, the executive bodies of the Bank and other key management employees.
  • The draft Succession Policy for the Members of the Supervisory Board and approaches to the selection of candidates as members of the Supervisory Board.
  • On the development of corporate governance practices.
  • On charitable activity.
  • The Work Plan of the HR and Remuneration Committee for 2017-2018 was approved.

Strategic Planning Committee

A Strategic Planning Committee was created as part of the Supervisory Board for the purposes of preparing and submitting recommendations to the Supervisory Board on issues pertaining to the strategic development of the Bank.

The main objectives of the Strategic Planning Committee are to perform a preliminary analysis of the issues of determining the strategic operating goals of the Bank, monitor implementation of the Bank’s Development Strategy, draft recommendations to the Supervisory Board on how to adjust it, and appraise the long-term performance of the Bank.

Members of the Strategic Planning Committee and attendance record

Half the members of the Strategic Planning Committee are independent non-executive directors. The Chairman of the Strategic Planning Committee is a non-executive director.

The following changes occurred in the composition of the Committee during 2017:

  • Independent member of the Supervisory Board Alessandro Profumo left the Supervisory Board and Committee (he was not elected at the annual General Shareholders’ Meeting held on 26 May 2017).
  • Independent member of the Supervisory Board Leonid Boguslavsky was appointed to the Committee.
  • Two non-executive directors were appointed to the Committee – Olga Skorobogatova and Maksim Oreshkin.
Composition of the Strategic Planning Committee Information on attendance of the meetings of the Strategic Planning Committee (five meetings in presentia were held)
A. Kudrin (Chairman, non-executive director) 5
H. Gref 5
S. Shvetsov 3
M. Gilman (independent director) 5
G. Melikyan (independent director) 5
N. Wells (independent director) 5
E.T. Aho (independent director) 5
Director, who exited the Supervisory Board on 26 May 2017
A. Profumo (independent director) 1
Directors elected to the Supervisory Board on 26 May 2017
O. Skorobogatova 2
M. Oreshkin 1
L. Boguslavsky (independent director) 3

Activity of the Strategic Planning Committee in 2017:

Within the framework of its competence, in 2017 the Strategic Planning Committee considered the following issues:

  • On the development of corporate culture.
  • On the status of Agile transformation.
  • On implementation of the Cybersecurity program.
  • On the creation of innovative services based on risk models and expert reviews.
  • On the results of the implementation of the Development Strategy for 2014-2018.
  • On Approval of the Development Strategy for 2020.
  • Draft of the new version of the Dividend Policy.
  • Issues of the management of subsidiaries and associates.
  • The Work Plan of the Strategic Planning Committee was approved for 2017–2018.

Risk Management Committee

The Risk Management Committee was created as part of the Supervisory Board to prepare and submit recommendations to the Supervisory Board on risk management issues.

The main objectives of the Risk Management Committee are to conduct a preliminary review of the risk management strategy of the Bank and its Group, the risk appetite, and also to monitor implementation of the risk management strategy and compliance with the risk appetite.

Members of the Risk Management Committee and attendance record

Most of the members of the Risk Management Committee are independent non-executive directors. The Chairman of the Risk Management Committee is an independent director.

During 2017 there was one change to the composition of the Risk Management Committee: independent member of the Supervisory Board A. Profumo left the Supervisory Board and the Committee (he was not elected at the annual general shareholders’ meeting held on May 26, 2017). No new members were appointed to the Risk Management Committee.

Composition of the Risk Management Committee Information on attendance of the meetings of the Risk Management Committee (held: eight meetings in presentia and for meetings in absentia)
G. Melikyan (Chairman, independent director) 12
N. Ivanova (non-executive director) 11
M. Gilman (independent director) 9
N. Wells (independent director) 8
E.T. Aho (independent director) 10
Director, who left the Supervisory Board on 26 May 2017
A. Profumo (independent director) 2

Activity of the Risk Management Committee in 2017:

Within the framework of its competence, the Risk Management Committee considered the following issues in 2017:

  • On application of the Internal-Ratings-Based Approach (IRB).
  • On updating the Risk Appetite of Sberbank and Sberbank Group.
  • On updating the Risk Management and Capital Management Strategy of Sberbank Group.
  • On implementation of the action plan on the internal procedures for assessing the capital adequacy of Sberbank and Sberbank Group.
  • Review of the Development Strategy of Sberbank for 2020.
  • On the stress testing scenario and the results of its application.
  • On the development level of the compliance system implemented and projected compliance risks management measures.
  • Risk reports were considered.