Supervisory Council composition

On 5 June 2019, the AGM elected Oksana Tarasenko to the Supervisory CouncilThe biographies and positions in other organisations of the members of the Supervisory Council are as of 31 December 2019, their professional activities are as of January 2020. for the first time. Mukhadin Eskindarov left the Supervisory Council.

Corporate governance in partially state-owned companies differs as a result of the special status of their major shareholder, the Russian Federation. VTB Bank’s Supervisory Council includes state officials: the civil servants Anton Siluanov and Oksana Tarasenko, as well as the representatives of state interests Sergey Dubinin, Mattias Warnig, Andrey Kostin and Vladimir Chistyukhin.

In carrying out their functions on the Supervisory Council, the representatives of state interests must take into account the position of the shareholder and vote on certain issues as directed by the shareholder on the basis of the directives of the Russian Federation.

The Supervisory Council includes representatives of institutional/minority shareholders (professional directors): Mikhail Zadornov, Alexander Sokolov, Shahmar Movsumov (independent director), Igor Repin (independant director) and Yves-Thibault de Silguy (senior independent director).

Chairman of the Supervisory Council
Civil servant

Born in 1963

Ownership of shares in the Bankas of 31 December 2019
% of ordinary shares ► 0 %
% of charter capital ► 0 %

Education:

Doctor of Economic Sciences.
1985 — Moscow Financial Institute, specialisation in finance and credit;

2007 and 2010 — National State Tax Academy of the Ministry of Finance of the Russian Federation and the Financial University under the Government of the Russian Federation, professional development

Class 1 Full State Counsellor of the Russian Federation

Professional activities:

Since January 2020 Minister of Finance of the Russian Federation;

2018-2020 First Deputy Minister of the Russian Federation, Minister of Finance of the Russian Federation;

1992–2018 Deputy Head of Section, Deputy Department Manager—Head of Section, Deputy Department Manager, Deputy Department Head, Head of Department, Department Manager, Deputy Minister, Director of Department, Deputy Minister, acting Minister of Finance of the Russian Federation, Minister of Finance of the Russian Federation

Positions in other organisations:
  • Chairman of the Supervisory Council of Alrosa
  • Governor from the Russian Federation in the BRICS New Development Bank and the International Monetary Fund
  • Member of the Supervisory Councils of the Russian Direct Investment Fund and VEB.RF
  • Member of the Boards of Trustees of the Skolkovo Foundation and the Charitable Foundation for the Restoration of the Resurrection New Jerusalem Monastery
  • Member of the Academic Council of the Financial University
  • Authorised representative of the Russian Federation in the Eurasian Development Bank
  • Chairman of the Board of the Eurasian Fund for Stabilisation and Development and of the National Financial Council of the Bank of Russia

Member of the Strategy and Corporate Governance Committee
Representative of the state

Born in 1955

Ownership of shares in the Bankas of 31 December 2019
% of ordinary shares ► 0 %
% of charter capital ► 0 %

Education:

1981 — Bruno Leuschner Higher School of Economics (Berlin, Karlshorst), specialisation in national economics

1995 — additional professional training at Dresdner Bank AG in Bad Homburg in Bad Homburg (Germany) and in London (United Kingdom) through the Lending and Risk Management programme

Professional activities:

Since 2015 Executive Director of Nord Stream 2 AG (Switzerland)

Since 2008 Director of Interatis AG (Switzerland)

2006–2016 Managing Director of Nord Stream AG (Switzerland)

2005–2006 Chairman of the Board of Directors of Dresdner Bank

2004–2005 Chairman of the Management Committee of Dresdner Kleinwort for Russia and the CIS

2002–2005 President of Dresdner Bank

Positions in other organisations:
  • Member of the Board of Directors of Transneft and of Fussballclub Gelsenkirchen-Schalke 04 c.V. (Germany)
  • Deputy Chairman of the Board of Directors of Rosneft
  • Chairman of the Administrative Council of Gas Project Development Central Asia AG (Switzerland) and of Interatis Consulting AG (Switzerland)
  • Member of the Administrative Council of Gazprom Schweiz AG (Switzerland)

Chairman of the Audit Committee
Senior independent director

Born in 1948

Ownership of shares in the Bankas of 31 December 2019
% of ordinary shares ► 0 %
% of charter capital ► 0 %

Education:

1971 — University of Rennes II in Upper Brittany, degree in law

1972 — University of Paris I (Pantheon-Sorbonne), degree in public law

1972 — Institute for Political Studies (Sciences Po) (Paris, France), specialisation in public law

1976 — National School of Administration (ENA), Guernica class

Professional activities:

Since 2010 Vice President and delegated administrator of VINCI, SAS (France), Senior Director on the Board of Directors, Vinci Group (France), President of YTSeuropaconsultants, SARL (France)

2005–2012 Member of the Council for Foreign Affairs, French Foreign Ministry

2004–2011 Member of the Board of Directors of SMEG (Société Monégasque d’électricité et du gaz)

2004–2006 Vice President of Suez Environnement (Belgium)

2003–2006 Acting General Director, Member of the Executive Committee of Suez (Belgium), President of Aguas Argentinas (Argentina)

2002–2010 Member of the Economic Council, French Defence Ministry

2001–2002 General Director, Suez (Belgium)

2000–2006 President, Sino-French Holdings (Hong Kong)

Positions in other organisations:
  • Chairman of the Supervisory Council of Sofisport SA (France)
  • Member of the Board of Directors of Louis Vuitton Moet Hennessy SA (France)

Chairman of the Staff and Remuneration Committee
Member of the Strategy and Corporate Governance Committee
Representative of the state

Born in 1950

Ownership of shares in the Bankas of 31 December 2019
% of ordinary shares ► 0 %
% of charter capital ► 0 %

Education:

Doctor of Economic Sciences, Associate Professor
1973 — Lomonosov Moscow State University, specialisation in political economy

Professional activities:

Since February 2014 Head of the Finance and Credit Faculty at Lomonosov Moscow State University

2005–2008 Member of the Board of Directors, Chief Financial Officer of RAO UES

2004–2005 Member of the Management Board of RAO UES

2001–2004 Deputy Chairman of the Management Board of RAO UES

Positions in other organisations:
  • Advisor and member of the Board of Directors of VTB Capital
  • Member of the Board of Directors of VTB Capital Holding IB and of VTB Capital Holding

Member of the Supervisory Council
Professional director

Born in 1963

Ownership of shares in the Bankas of 31 December 2019
% of ordinary shares ► 0.000246 %
% of charter capital ► 0.000049 %

Education:

Candidate of Economic Sciences
1984 — Plekhanov Russian University of Economics, specialisation in national economic planning

Professional activities:

Since 2018 President and Chairman of the Management Board of Bank Otkritie Financial Corporation

2005–2017 President and Chairman of the Management Board and member of the Management Board of VTB24

Positions in other organisations:
  • Member of the Supervisory Councils of Trust Bank, Bank Otkritie Financial Corporation and the Higher School of Economics
  • Member of the Board of Directors of the Otkritie private pension fund
  • Chairman of the Board of Directors of Rosgosstrakh insurance company and of RGS Bank

Chairman of the Strategy and Corporate Governance Committee
Representative of the state

Born in 1956

Ownership of shares in the Bankas of 31 December 2019
% of ordinary shares ► 0.00183 %
% of charter capital ► 0.00036  %

Education:

Candidate of Economic Sciences
1979 — Lomonosov Moscow State University, Economics Department

Professional activities:

Since 2002 — President and Chairman of VTB Bank’s Management Board

1996–2002 Chairman of Vnesheconombank

Positions in other organisations:
  • Chairman of the Supervisory Council of the Russian Gymnastics Federation
  • Member of the Supervisory Council of Post Bank and of the Russian Volleyball Federation
  • Member of the Board of Directors of VTB Capital, VTB Capital Holding, VTB Capital IB Holding, Russian Post and United Grain Company
  • Member of the Bureau of the Board of the Russian Union of Industrialists and Entrepreneurs and of the Russian Union of Industrialists and Entrepreneurs Russian Employers Association
  • Chairman of the Board of Trustees of the Bolshoi Theatre
  • Member of the Board of Trustees of the Foundation for Supporting and Developing Physical Culture and Sport, the Sports Federation Dynamo Hockey Club, the Financial University under the Government of the Russian Federation, Lomonosov Moscow State University, St. Petersburg State University, Friends of the Russian Museum Development Fund, the Moscow State Institute of International Relations (MGIMO), the Charitable Foundation for the Restoration of the Resurrection New Jerusalem Monastery, the Mariinsky Theatre, the I.K.O. Centre, the State Primorsky Opera and Ballet Theatre, the D eaf–Blind Support Fund, the Russian Geographical Society, the Nauka-Detyam Foundation, the Russian Children’s Foundation, member of the Supreme Council of the United Russia political party
  • Member of the Presidium of the non-profit partnership National Council on Corporate Governance
  • Member of the Council of the Association of Russian Banks and of the I Am a Professional Association
  • Member of the Public Council under the Ministry of Finance of the Russian Federation

Member of the Staff and Remuneration Committee
Member of the Audit Committee
Independent director

Born in 1972

Ownership of shares in the Bankas of 31 December 2019
% of ordinary shares ► 0 %
% of charter capital ► 0 %

Education:

1995 — Moscow State Institute of International Relations, specialisation in international economic relations

2004 — John F. Kennedy School of Government at Harvard University, MBA with a specialisation in public finance

Professional activities:

Since 2019 Assistant to the President of the Republic of Azerbaijan, Head of the Department for Economic Affairs and Innovative Development Policy of the Administration of the President of the Republic of Azerbaijan

2006–2019 Executive Director of the State Oil Fund of the Republic of Azerbaijan

2005–2006 General Director of the National Bank of Azerbaijan

Positions in other organisations:
  • Chairman of the Commission for Transparency in the Extractive Industries (Azerbaijan)
  • Chairman of the Supervisory Council of the International Bank of Azerbaijan
  • Deputy Chairman of the Supervisory Council of the Azerbaijan Investment Company
  • Member of the Supervisory Council of Southern Gas Corridor
  • Member of the Board of Trustees of the ADA University Foundation
  • Member of the Management Board of the International Forum of Sovereign Wealth Fund

Member of the Strategy and Corporate Governance Committee
Member of the Staff and Remuneration Committee
Member of the Audit Committee
Chairman of the Shareholders Consultative Council of VTB Bank

Independent director

Born in 1966

Ownership of shares in the Bankas of 31 December 2019
% of ordinary shares ► 0.0000002315  %
% of charter capital ► 0.0000000461  %

Education:

1988 — Lomonosov Moscow State University, specialisation in land hydrology

2004 — Russian Law Academy of the Ministry for Justice, Single Training Programme of Insolvency Receivers

2013 — Higher School of Economics, development programme for boards of directors’ members

Professional activities:

Since September 2001 Deputy Executive Director of the Professional Investors Association

Positions in other organisations:

Chairman of the Board of Directors of the Federal Centre for Geoecological Systems

Member of the Strategy and Corporate Governance Committee
Professional director

Born in 1979

Ownership of shares in the Bankas of 31 December 2019
% of ordinary shares ► 0 %
% of charter capital ► 0 %

Education:

2002 — Russian State University of Aviation Technology, specialisation in economics and enterprise management

Professional activities:

Since 2018 President and Chairman of the Management Board of Trust Bank

Since 2019 Head of the First Block of Bank Otkritie Financial Corporation

2017–2018 Member of the Management Board of Bank Otkritie Financial Corporation

2008–2017 Member of the Management Board of VTB24

Positions in other organisations:
  • Member of the Supervisory Council of Trust Bank
  • Chairman of the Board of Directors of United Wagon Company and of Inteco

Member of the Strategy and Corporate Governance Committee
Civil servant

Born in 1983

Ownership of shares in the Bankas of 31 December 2019
% of ordinary shares ► 0 %
% of charter capital ► 0 %

Education:

Candidate of Legal Sciences
2005 — Lomonosov Moscow State University, specialisation in jurisprudence

2009 — Lomonosov Moscow State University, specialisation in management

2016, 2017, 2018 — Lomonosov Moscow State University and Russian Presidential Academy of National Economy and Public Administration, programmes of additional professional education

Professional activities:

Since 2008 Deputy Minister of Economic Development of the Russian Federation

2015–2018 Advisor to the Minister, acting Director of the Department for Coordination, Development and Regulation of Foreign Economic Affairs, Director of the Corporate Governance Department, Assistant to the Minister of Economic Development of the Russian Federation

2011–2015 Assistant Manager, Head of the Department for Social and Cultural Organisations and Foreign Property, Head of Industrial Organisations and Foreign Property Division of the Federal Agency for State Property Management

Positions in other organisations:
  • Member of the Board of Directors of Rosippodromy, Rusnano, Rusnano Management Company, RVC and Sovcomflot
  • Member of the Supervisory Council of Russian Agricultural Bank
  • Member of the Board of Trustees of the Skolkovo Foundation and of the Charitable Foundation for the Restoration of the Resurrection New Jerusalem Monastery

Member of the Strategy and Corporate Governance Committee
Representative of the state

Born in 1973

Ownership of shares in the Bankas of 31 December 2019
% of ordinary shares ► 0 %
% of charter capital ► 0 %

Education:

1995 — Lomonosov Moscow State University, specialisation in legal studies

Professional activities:

Since 2014 Deputy Governor of the Bank of Russia

2013–2014 — First Deputy Head of the Financial Markets Service, the Bank of Russia

2011–2013 Director of the Financial Stability Department, the Bank of Russia

2004–2011 Deputy Director of the Banking Regulation and Supervision Department, the Bank of Russia

2002–2004 Deputy Director of the Department of Foreign Exchange Regulation and Currency Control, the Bank of Russia

Positions in other organisations:

Member of the Board of Directors of the Bank of Russia and of the Deposit Insurance Agency

Representative of the state

Tenure at the AGM ended on 5 June 2019

Born in 1951

Ownership of shares in the Bankas of 31 December 2019
% of ordinary shares ► 0 %
% of charter capital ► 0 %

Education:

Doctor of Economic Sciences, Professor
1976 — Moscow Financial Institute, specialisation in finance and credit

Professional activities:

Since 2006 Rector of the Financial University under the Government of the Russian Federation

2002–2006 First Pro-rector of the Finance Academy under the Government of the Russian Federation

In accordance with the Regulation on the Bank’s Supervisory Council, a senior independent director has been elected since 2015 from among the members of the Council serving as independent directors. The senior independent director acts as an adviser to the Chairman of the Supervisory Council and coordinates interactions between the independent directors. The senior independent director also interacts with the Bank’s shareholders. If a dispute arises, the senior independent director should undertake measures to resolve the dispute through cooperation with the Supervisory Council Chairman, the other members of the Supervisory Council and the Bank’s shareholders to ensure the smooth operation of the Supervisory Council.

Yves-Thibault de Silguy has been the senior independent director since 28 April 2017. It should be noted that, in October 2019, Mr. de Silguy won a Russian Reputation award in the category of Best Financial Market Independent Director.

The Supervisory Council Staff and Remuneration Committee regularly assesses the independence of candidates for the Supervisory Council and considers issues related to the independence of independent directors.

In 2019, no transactions were made involving the acquisition or disposal of the Bank shares by members of the Supervisory Council.

Shareholder representatives
Education
Independence
Length of service
Changes in the composition of the Supervisory Council
Динамика изменений состава Наблюдательного Совета
12 changes in the composition of the Supervisory Council
5 permanent members of the Supervisory Council
55% of the composition of the Supervisory Council changed

Liability insurance for Supervisory Council members

Supervisory Council members are insured under the director’s liability insurance programme (Director’s and Officer’s Liability, D&O). In accordance with the D&O insurance programme, compensable losses (including legal expenses) incurred due to unintentional wrongful acts, negligence or omission on the part of members of the Supervisory Council related to the Bank’s financial operations are reimbursed in relation to claims filed during the insurance period by investors, shareholders or government bodies. The grounds for a claim may be the personal responsibility of members of the Supervisory Council for mistakes made during the decision-making process, shortfalls in financial control and risk management leading to losses, a reduction in share price or asset value or damages caused to third parties.

In 2019, a contract for directors’ liability insurance was signed for a new term. The feasibility of the extension was approved by VTB Bank’s Operational and Regulatory (Compliance) Risks Committee as well as by VTB Group’s Risk Management Committee.

Introduction to membership of the Supervisory Council

An induction programme for first-time members of the Supervisory Council of VTB Bank was introduced in order to ensure the efficient operation of the Supervisory Council. It will also improve the Bank’s corporate governance practices in accordance with the best international corporate governance principles, including those provided by the Corporate Governance Code approved by the Board of Directors of the Bank of Russia, the Regulation on the Staff and Remuneration Committee of the Bank’s Supervisory Council and the Bank’s Corporate Governance Code. The induction programme was created by decision of the Staff and Remuneration Committee of the Bank’s Supervisory Council on 7 October 2016 (Minutes No. 48).

As part of the Programme in 2019, the Supervisory Council’s newest member, Oksana Tarasenko, met for the first time with members of VTB Bank’s Management Board and with the Corporate Secretary. During these meetings, she was provided with information on the Bank’s Development Strategy for 2019–2022, the corporate governance system and the risk management and internal control system. In addition, she was given an introduction to the Bank’s bylaws and other information necessary for members of the Supervisory Council to perform their duties effectively.

THE INDUCTION PROGRAMME CONSISTS OF THE FOLLOWING ACTIVITIES