Corporate GovernanceCorporate Governance
VTB has built an effective corporate governance system that ensures the transparency of management decision-making and is aimed at achieving our long-term objective of embedding responsible banking principles into all aspects of the Group's business.
VTB's corporate governance system goals
General Meeting of Shareholders
The General Shareholders Meeting is the supreme governing body of VTB Bank. Any shareholder with ordinary shares may exercise his/her right to participate in the management of the Bank by voting on issues on the agenda of the General Meeting of Shareholders.
The General Meeting of Shareholders reviews and approves the Annual Report. At the same time, shareholders are involved in shaping the content of the Group's Sustainability Report, which details the economic, environmental and social impacts, risks and opportunities.
The Bank and its minority shareholders have established the Shareholders’ Consultative Council, an independent expert and advisory body comprised of minority shareholders, whose meetings are attended by members of the Supervisory Council and the Bank's executive bodies. Members of the Shareholders' Consultative Council participate in VTB Bank's activities by discussing the most pressing and important issues affecting the interests of shareholders, including the sustainable development of the VTB Group, the development and implementation of the Group's strategy and the improvement of corporate governance practices.
The Bank's Supervisory Council, elected by and accountable to the shareholders, provides strategic management and control over the activities of the executive bodies: the President - Chairman of the Management Board and the Management Board.
The Supervisory Council approves the Group's Strategy and Long-Term Development Programme, including sustainable development issues, policy for remuneration and reimbursement of executive bodies and other key executives, plays a key role in significant corporate events. An important function of the Supervisory Council is to ensure that the Group's risk management and internal control system works as a whole.
At the Annual General Meeting of Shareholders held on 24 September 2020, a new composition of the Bank's Supervisory Council was elected. The Bank believes that the current composition of the Supervisory Council is as independent as possible in its activities, which allows it to represent the interests of a wide range of shareholders.
The Audit Committee and the HR and Remuneration Committee formed in 2020 under the Bank's Supervisory Council consist exclusively of independent directors.
The following Committees are established and actively operate under the Supervisory Council:
- The HR and Remuneration Committee, which prepares recommendations on the key issues of appointments and motivation of the members of the Supervisory Council, executive bodies and control bodies;
- The Audit Committee, whose main activities are the analysis and maintenance of an effective and adequate internal control system;
- Strategy and Corporate Governance Committee, which reviews and prepares recommendations on issues of strategic development, including sustainable development, improvement of corporate governance quality and enhancement of the Bank's equity management.
Sustainability-related matters reviewed by the Bank’s Supervisory Council in 2020
The executive bodies, the President - Chairman of the Management Board and the Management Board, carry out day-to-day management and implement the tasks assigned to them by the shareholders and the Supervisory Council. Among other things, they are responsible for implementing the management decisions of the Supervisory Council in the economic, environmental and social sector.
The Management Board has a number of standing collegial working bodies, commissions and committees involved in making management decisions on sustainable development issues. These Committees and commissions report to the executive bodies of the Bank - the Management Board and the President - Chairman of the Management Board.
Statutory Audit Commission
Monitoring over the financial and economic activities of the Bank is carried out by the Statutory Audit Commission, as well as the Internal Audit Department - an independent structural division accountable to the Supervisory Council. The Department monitors and evaluates the efficiency of the Bank's internal control system, management of banking risks, verifies the accuracy, completeness, objectivity and timeliness of accounting and management reporting. It also forms unified approaches to the organisation of internal control systems in companies under the Bank's control, collects information on their condition and develops recommendations for their improvement. The Supervisory Council approves the work plans of the Internal Audit Department and monitors their implementation.
The composition of the Statutory Audit Committee is approved by the Bank's General Shareholders Meeting. Among other things, since 2014, it includes a representative of minority shareholders.