Report on the Activities of the Supervisory Council

Meetings of the Supervisory Council are convened at the initiative of its Chairman or at the request of a Council member, the Statutory Audit Commission, the Auditor, the Management Board or the President and Chairman of the Management Board. A quorum is formed by the attendance of half of the elected members.

Decisions are taken by a majority vote of participating members unless otherwise provided in the Charter and the Regulation on the Supervisory Council. For decision-making purposes, each member of the Council has one vote at meetings.

When considering agenda items, the members of the Supervisory Council assess possible conflicts between their interests and the Bank’s interests and do not participate in voting on any issue (and, if necessary, do not take part in discussions of the issue) that may, in the opinion of a member of the Supervisory Council, lead to such a conflict of interest.

Meetings of the Supervisory Council are held on a scheduled basis, although, if necessary, they may be held outside the schedule through absentee voting. The format of each Supervisory Council meeting is decided based on the importance of its agenda. The most significant matters are brought before in-person meetings.

At every Supervisory Council meeting, a report is provided to update members on the implementation of previously-approved decisions and programmes, as well as on directives and assignments stipulated by the Russian Government.

Members are able to review materials for meetings in advance, as well as recommendations and conclusions of the Council’s Committees on each agenda point. The schedule for the Council is compiled for the period between AGMs and is approved by the Supervisory Council. Meetings are scheduled in advance based on the Bank's business cycle and may be held in person or through absentee voting. Any member unable to attend a meeting can still participate via video conference (including voting on agenda items); they can also submit a written opinion on agenda items.

Depending on the results of in-person meetings or absentee ballots, minutes are drawn up reflecting the position of each member of the Supervisory Council based on his or her vote on the agenda items. In 2018, the Supervisory Council held 17 meetings, including seven in-person meetings and 10 through absentee voting.

Statistics on the meetings of the Supervisory Council
Year Number of in-person meetings and meetings held by absentee voting In-person By absentee voting Number of matters considered
2018 17 7 10 147
2017 19 7 12 205
2016 21 8 13 240
2015 28 8 20 197
2014 26 8 18 207

The Supervisory Council actively engaged with the Bank's minority shareholders and also considered the Report on Cooperation with the Bank's Shareholders and an action plan for working with shareholders in the upcoming calendar year.

Independent members of the Supervisory Council took part in meetings with minority shareholders.


Participation of members of the Supervisory Council and its committees in meetings/absentee voting in 2018
Members of the Supervisory Council Status Number of meetings (absentee voting) of the Supervisory Council with the member's participation Number of meetings (absentee voting) of the Supervisory Council's Audit Committee with the member's participation Number of meetings (absentee voting) of the Supervisory Council's Staff and Remuneration Committee with the member's participation Number of meetings (absentee voting) of the Supervisory Council's Strategy and Corporate Governance Committee with the member's participation
in-person meetings, personal participation in-person meetings, written opinion absentee ballot in-person meetings, personal participation in-person meetings, written opinion absentee ballot in-person meetings, personal participation in-person meetings, written opinion absentee ballot in-person meetings, personal participation in-person meetings, written opinion absentee ballot
Anton Siluanov Chairman of the Supervisory Council civil servan 17 of 17
6 / 86% 1 / 14% 10 / 100%
Matthias Warnig Representative of the state Member of the Strategy and Corporate Governance Committee 13 Did not participate in meetings (absentee voting) whose agenda items could have involved him in a legal or business-related conflict of interest. of 17 8 of 13 Did not participate in meetings (absentee voting) whose agenda items could have involved him in a legal or business-related conflict of interest.
3 / 43% 4 / 57% 6 / 60% 0 2 / 100% 6 / 55%
Sergey Galitsky (until 23 May 2018) Senior Independent Director, Member of the Audit Committee, Member of the Staff and Remuneration Committee, Member of the Strategy and Corporate Governance Committee 6 of 6 9 of 9 4 of 4 6 of 6
4 / 100% 0 2 / 100% 1/ 33 2 / 66% 6 / 100% 1 / 50% 1 / 50% 2 / 100% 0 1 / 100% 5 / 100%
Yves-Thibault de Silguy Senior Independent Director Chairman of the Audit Committee 13 Did not participate in meetings (absentee voting) whose agenda items could have involved him in a legal or business-related conflict of interest. of 17 16 of 16
4 / 57% 3 / 43% 6 / 60% 5/100% 0 11 / 100%
Mikhail Zadornov Non-executive director, representative of institutional shareholders 11 of 11
2 / 67% 1 / 33% 8 / 100%
Sergey Dubinin Representative of the state Chairman of the Staff and Remuneration Committee 17 of 17 9 of 9
6 / 86% 1 / 14% 10 /100% 4 / 100% 0 5 / 100%
Andrey Kostin President and Chairman of the Management Board, executive director, representative of the state, Chairman of the Strategy and Corporate Governance Committee 17 of 17 13 of 13
7 / 100% 0 10 /100% 2 / 100% 0 11 / 100%
Shahmar Movsumov Independent director, representative of institutional shareholders, Member of the Audit Committee, Member of the Staff and Remuneration Committee 17 of 17 7 of 7 (с 23.05.2018) 5 of 5 (с 23.05.2018) 6 of 6 (до 23.05.2018)
4 / 57% 3 / 43% 10 / 100% 1 / 50% 1 / 50% 5 / 100% 1 / 50% 1 / 50% 3 / 100% 0 1 / 100% 5 / 100%
Valery Petrov (until 23 May 2018) Independent Director, Member of the Audit Committee, Member of the Staff and Remuneration Committee, Member of the Strategy and Corporate Governance Committee 6 of 6 9 of 9 4 of 4 4 of 6
4 / 100% 0 2 / 100% 3 / 100% 0 6 / 100% 2 / 100% 0 2 / 100% 1 / 100% 0 5 / 100%
Nikolai Podguzov (until 23 May 2018) Independent Director, Member of the Audit Committee, Member of the Staff and Remuneration Committee, Member of the Strategy and Corporate Governance Committee 6 of 6 4 of 6
4 / 100% 0 2 / 100% 1 / 100% 0 3 / 60%
Igor Repin (since 23 May 2018) Independent director, Member of the Strategy and Corporate Governance Committee, member of the Audit Committee, Member of the Staff and Remuneration Committee, representative of minority shareholders 11 of 11 7 of 7 5 of 5 7 of 7
3 / 100% 0 8 / 100% 1 / 50% 1 / 50% 5 / 100% 2 / 100% 0 3 / 100% 1 / 100% 0 6 / 100%
Alexander Sokolov (since 23 May 2018) Non-executive director, representative of institutional shareholders, Member of the Strategy and Corporate Governance Committee 10 of 11 4 of 7
3 / 100% 0 7 / 88% 1 / 100% 0 3 / 50%
Vladimir Chistyukhin Representative of the state Member of the Strategy and Corporate Governance Committee 17 of 17 12 of 13
6 / 86% 1 / 14% 10 / 100% 2 / 100% 0 10 / 91%
Andrey Sharonov (until 23 May 2018) Representative of the state Member of the Strategy and Corporate Governance Committee 6 of 6 5 of 6
2 / 50% 2 / 50% 2 / 100% 1 / 100% 0 4 / 80%
Mukhadin Eskindarov (since 23 May 2018) Representative of the state Member of the Strategy and Corporate Governance Committee 11 of 11 7 of 7
3 / 100% 0 8 / 100% 1 / 100% 0 6 / 100%