Corporate governance system

VTB Bank’s corporate governance system is based on the principal of full compliance with the requirements of Russian legislation and the Bank of Russia, and the recommendations of the Russian Federal Financial Markets Service. It also takes into account best international practices, including globally recognised principles of corporate governance developed by the Organisation for Economic Cooperation and Development (OECD). VTB Bank seeks to ensure that all its shareholders are treated equally, and to give them an opportunity to participate in the management of the Bank via the  Annual General Meeting of Shareholders, and to exercise their right to receive dividends and information about the Bank’s operations.

The Annual General Meeting of Shareholders is VTB’s supreme governing body. The Bank’s  Supervisory Council, which is elected by the shareholders and reports to them, provides strategic management and oversight of the work of the executive bodies, namely the President and Chairman of the Management Board. The executive bodies are responsible for the day-to-day management of the Bank and for carrying out the tasks entrusted to them by the shareholders and the Supervisory Council.

VTB Bank has set up an effective system of corporate governance and internal control of its financial and economic affairs as a means of safeguarding the rights and lawful interests of its shareholders. The Supervisory Council oversees the  Audit Committee  which in conjunction with the Internal Audit Department supports the management function in ensuring the smooth running of the Bank’s operations. The Audit Commission monitors the Bank’s compliance with the relevant laws and regulations and the legality of its business transactions.

VTB’s external auditor is retained on an annual basis to inspect and verify the Bank’s financial reports, and must have no connection to the Bank’s or its shareholders’ proprietary interests.

The Staff and Remuneration Committee reports to the Supervisory Council and drafts recommendations on key appointments and incentives for members of the Supervisory Council and the Bank’s executive and control bodies.

The Supervisory Council Strategy and Sustainability Committee (until January 17, 2022 - The Supervisory Council’s Strategy and Corporate Governance Committee) was established in order to assist the Supervisory Council in addressing the issues of the Bank’s strategy, sustainable development, social and environmental responsibility, and corporate governance.

The Bank operates a policy of timely and full disclosure of reliable information including financial highlights, economic performance and ownership structure, thereby giving shareholders and investors the opportunity to make well-informed decisions. Information is disclosed in compliance with the requirements of Russian legislation and the UK financial regulator, the Financial Conduct Authority (FCA). In 2008, VTB Bank introduced its own Regulation on Information Policy which, inter alia, establishes rules for the protection of confidential and insider information.