General Shareholder’s Meeting
In accordance with the legislation of the Russian Federation, other regulations and the Charter of Sberbank, shareholders are entitled to participate in the governance of the Bank, participate in its income and receive the necessary information on its activities (more detailed information on the structure of the Sberbank’s share capital is disclosed in the section «Share capital and securities»).
We are making great effort to create the most favorable opportunities for shareholders to exercise their rights, and are also seeking to factor in the interests of other stakeholders regarding corporate and social responsibility issues during the day-to-day operations of Sberbank.
The General Shareholders’ Meeting is the superior management body of Sberbank, which makes decisions on the most crucial issues of the Bank’s activities. Each shareholder is entitled to participate in the General Shareholders’ Meeting, including through the exercise of voting rights during the decision making at the General Meeting of Shareholders (owners of ordinary shares). A special “golden share” right is not stipulated for Sberbank.
The procedure for preparing and holding the General Shareholders’ Meeting is governed by the Regulations on the General Shareholders’ Meeting. In 2017 a new version of the Regulations on the General Shareholders’ Meeting was approved, which included changes concerning:
- the possibility for the remote participation of Sberbank’s shareholders in the shareholders’ meeting;
- discussion of agenda items and the adoption of decisions on issues put to the vote without being present at the site of the voting;
- completion of an electronic form of voting ballots;
- the work of the Shareholder Support Group formed to provide Sberbank’s shareholders with an opportunity for additional communications with other participants of the meeting and the representatives of the Bank for the purposes of obtaining the information of interest to them during the meeting.
Annual General Shareholders’ Meeting
The regular annual General Shareholders’ Meeting of Sberbank on the results of 2016 was held on May 26, 2017, through the joint presence of the shareholders. The meeting passed the following decisions on items on the agenda:
- approved Sberbank’s annual report and financial statements for 2016;
- passed a decision on the distribution of Sberbank’s net profit and the payment of dividends for 2016;
- appointed PricewaterhouseCoopers Audit as the auditor of Sberbank;
- elected the members of the Supervisory Board and Internal Audit Commission of Sberbank;
- approved an interested-party transaction (on the liability insurance of Supervisory Board members and Sberbank officials as well as Sberbank subsidiary liability, in part compensation for losses inflicted upon Sberbank or third persons when exercising their authority);
- approved a new version of the Regulations on the General Shareholders’ Meeting of Sberbank.
Video of the meeting was once again broadcast in full on the Sberbank website as well as on the official pages of Sberbank TV and the website of the Russian information agency RIA Novosti, in the application of the Electronic Voting service, and also on a number of social networks. The total number of users who watched the broadcast of the meeting (in Russian and English) equaled approximately 30 thousand people.
Changes to the procedure for holding the General Shareholders’ Meeting in 2017
1. Electronic voting
Sberbank is creating all the necessary conditions so that each shareholder participating in the meeting is able to exercise their right to vote without hindrance, including the use of state-of-the-art technological solutions.
For example, shareholders – clients of nominal holders – were able to vote as far back as May 2015 using the new electronic format ISO 20022. In 2017 all the Bank’s shareholders were provided with an opportunity to participate in the meeting remotely, without being present at the meeting. Thanks to the electronic service “Shareholder’s Personal Account”, functionality of which was developed and deployed in the reporting period, shareholders had the opportunity:
- to register online and participate in voting on the agenda issues of the meeting;
- to receive access to the video and audio broadcasts of the meeting in Russian and English;
- to ask questions online during the meeting and receive notifications on the proceedings of the meeting;
- to study the electronic versions of meetings’ materials.
The service is free for shareholders. As a result of the use of the new service, it proved possible to increase not only the number of shareholders who voted electronically, but also the overall quorum of the meeting.
At the end of 2017 the functionality of the «Shareholder’s Personal Area» electronic service was improved. The service allowed shareholders, whose rights to shares are recorded by the registrar, to receive information on the status of their accounts in the shareholder register, on dividends accrued, and also to send online messages from the Bank. Presently, we are working on providing shareholders – clients of the Bank – with an access to the new service through «Sberbank Online» and «Sberbank Business Online» protected remote service systems.
2. Rules of Communication at the General Meeting of Shareholders
Another innovation of the reporting year was the implementation of the “Rules of Communication at the General Meeting of Shareholders, which introduces shareholders to the procedure for holding the meeting and also the rules of communication and business behaviour adopted at Sberbank. For the convenience of shareholders, the Rules follow the course of events and the sequence of actions during the meeting day. These Rules are available in the form of a video and a document on Sberbank’s website.
3. Shareholder Support Group
On the date of the General Shareholders’ Meeting, Sberbank organized for the first time the work of the “Shareholders Support Group”, which was responsible for interacting with shareholders during the meeting, collecting and processing their complaints and suggestions, consulting, and collecting requests to speak at the meeting.