Sberbank information (materials)


Risk of Loss of Business Reputation



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Risk of Loss of Business Reputation


Several groups of indicators of the Bank's financial condition are used to detect and assess factors affecting the risk of loss of business reputation. These include comparison against aggregate indicators for the Russian banking sector, the Bank's compliance with legislative requirements to financial monitoring, changes in business reputation of its affiliates, subsidiaries and related organizations, the Bank's international rating etc.

Assessment of factors affecting the risk of loss of Sberbank's business reputation made as of 1 January 2012 warrants a conclusion that the Bank's reputation risk is at an acceptable level.

9.Corporate Governance

Organizational structure of the Bank



Headquarters’ units, regional banks, and
foreign branches

General Shareholders’ Meeting

Audit Commission

Supervisory Board

Supervisory Board committees

Management Board, CEO, Chairman of the Management Board

Management Board committees

Bank Collegium

General Shareholders’ Meeting

The General Shareholders’ Meeting is the supreme management body of the Bank. The General Shareholders’ Meeting is empowered to adopt resolutions on the main issues pertaining to the Bank’s operations. The list of issues within the competence of the General Shareholders’ Meeting is established by Federal Law No. 208-FZ On Joint Stock Companies dated 26 December 199521 and the Bank’s Charter.

On 3 June 2011, the annual General Shareholders’ Meeting was held which approved the annual report of the Bank for 2010, compiled in compliance with the requirements of the Federal Commission for the Securities Market (FCSM) and the annual report of the Bank, compiled in compliance with the requirements of the Bank of Russia. The meeting also adopted resolutions on profit distribution and dividend payment for 2010, approved the auditor for 2011, elected members of the Supervisory Board and the Audit Commission, elected the President, Chairman of the Bank’s Management Board, approved the amended Charter of the Bank, and passed resolutions on payment of remuneration to the members of the Supervisory Board and the Audit Commission.

Supervisory Board

In compliance with the Charter, the Supervisory Board is in charge of general management of the Bank's operations. The following is within the competence of the Supervisory Board: setting priority areas of the Bank’s activity; establishing the collegiate executive body of the Bank. i.e. the Management Board; convening and holding general shareholders’ meetings; making recommendations on the size of dividends and dividend payment procedure; hearing, on a regular basis, the reports of the CEO, Chairman of the Bank’s Management Board, on the Bank’s financial performance and fulfillment of priority tasks, and other issues.

Eight meetings of the Supervisory Board were held in 2011. The following issues were addressed at the meetings: convening and holding the annual General Shareholders’ Meeting; the annual report of the Bank for 2010; profit distribution and recommendations on the size of dividends; the Bank’s auditor for 2011; approval of the revised dividend policy; activities of subsidiary banks and establishment of branches and representative offices in foreign states; progress in Sberbank’s Development Strategy and Program until 2014; integration with Troika Dialog; improving the risk management system; progress in corporate business development projects; small business lending; interim results of the Bank’s operations; audit findings of the Internal Control Department; approval of non arm’s-length transactions, and other issues.


Members of the Supervisory Board
elected on 3 June 2011


Members of the Supervisory Board
elected on 4 June 2010


  1. Ignatiev Sergei Mikhailovich

  2. Luntovsky Georgy Ivanovich

  3. Ulyukaev Aleksei Valentinovich

  4. Ivanova Nadezhda Yurievna

  5. Popova Anna Vladislavovna

  6. Savatyugin Alexei Lvovich

  7. Tkachenko Valery Viktorovich

  8. Shvetsov Sergei Anatolievich

  1. Ignatiev Sergei Mikhailovich

  2. Luntovsky Georgy Ivanovich

  3. Ulyukaev Aleksei Valentinovich

  4. Belousov Andrei Removich

  5. Dvorkovich Arkady Vladimirovich

  6. Ivanova Nadezhda Yurievna

  7. Kudrin Aleksei Leonidovich

  8. Nabiullina Elvira Sakhipzadovna

  9. Savatyugin Alexei Lvovich

  10. Tkachenko Valery Viktorovich

  11. Shor Konstantin Borisovich

  12. Shvetsov Sergei Anatolievich







Sberbank managers

9 Gref Herman Oskarovich

10 Zlatkis Bella Ilyinichna



  1. Gref Herman Oskarovich

  2. Zlatkis Bella Ilyinichna







Independent/outside directors

  1. Guriev Sergei Maratovich

  2. Dmitriev Mikhail Egonovich

  3. Matovnikov Mikhail Yurievich

  4. Mau Vladimir Aleksandrovich

  5. Simonyan Rair Rairovich

  6. Sinelnicov-Murylev Sergei Germanovich

  7. Profumo Alessandro

  1. Guriev Sergei Maratovich

  2. Kelimbetov Kayrat Nematovich

  3. Mau Vladimir Aleksandrovich

Information on the members of the Supervisory Board as of 1 January 2012:



IGNATIEV SERGEI MIKHAILOVICH

Chairman of the Supervisory Board, Sberbank of Russia OJSC

Mr. Ignatiev was born in 1948. In 1975, he graduated from Lomonosov Moscow State University.

PhD in Economics. Associate Professor.

Since 2002, Mr. Ignatiev has been Chairman of the Central Bank of the Russian Federation.

No share in the Bank’s charter capital/ordinary shares.

No transactions with shares in 2011.


LUNTOVSKY GEORGY IVANOVICH

Deputy Chairman of the Supervisory Board, Sberbank of Russia OJSC,
Chairman of the HR and Remuneration Committee

Mr. Luntovsky was born in 1950. In 1978, he graduated from the All-Union Distance-Learning Institute of Finance and Economics; in 1997, from the Academy of National Economy under the Government of the Russian Federation. PhD in Economics.

Since 2005, Mr. Luntovsky has been First Deputy Chairman, Central Bank of Russia.

No share in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011.


ULYUKAEV ALEKSEI VALENTINOVICH

Deputy Chairman of the Supervisory Board, Sberbank of Russia OJSC,

Chairman of the Strategic Planning Committee

Mr. Ulyukaev was born in 1956. In 1979, he graduated from Lomonosov Moscow State University.

PhD in Economics. Professor.

Since 2004, Mr. Ulyukaev has been First Deputy Chairman, Central Bank of Russia.

No share in the Bank’s charter capital/ordinary shares.

No transactions with shares in 2011.


GREF HERMAN OSKAROVICH

Member of the Supervisory Board, Sberbank of Russia OJSC,

member of the Strategic Planning Committee

Mr. Gref was born in 1964. In 1990, he graduated from Omsk State University.

PhD in Economics.

In 2000, he was appointed Minister for Economic Development and Trade of Russia.

Since 2007, Mr. Gref has been CEO and Chairman of the Management Board, Sberbank of Russia OJSC.

Share in the Bank’s charter capital: 0.0031%.



Holds 0.003% of the Bank’s ordinary shares.
Information about transactions with the Bank’s shares in 2011:

Date

Transaction information

Share in the charter capital before change, %

Ordinary shares before change, %

Share in the charter capital after change, %

Ordinary shares after change, %

09.02.2011

Acquisition of ordinary and preferred shares

0.0006

0.0007

0.001

0.0009

04.05.2011

Acquisition of ordinary shares

0.001

0.0009

0.0016

0.0014

04.08.2011

Acquisition of ordinary shares

0.0016

0.0014

0.0021

0.0019

09.08.2011

Acquisition of ordinary shares

0.0021

0.0019

0.0023

0.0021

11.08.2011

Acquisition of ordinary shares

0.0023

0.0021

0.0024

0.0023

18.08.2011

Acquisition of ordinary shares

0.0024

0.0023

0.0025

0.0023

19.08.2011

Acquisition of ordinary shares

0.0025

0.0023

0.0025

0.0024

25.08.2011

Acquisition of ordinary shares

0.0025

0.0024

0.0029

0.0028

04.10.2011

Acquisition of ordinary shares

0.0029

0.0028

0.0031

0.003


GURIEV SERGEI MARATOVICH

Independent member of the Supervisory Board, Sberbank of Russia OJSC,
member of the Strategic Planning Committee

Mr. Guriev was born in 1971. In 1993, he graduated from the Moscow Physics and Technology Institute. PhD in Physical and Mathematical Sciences. PhD in Economics. Since 2004, Mr. Guriev has been Rector of Non-State Educational Establishment Russian Economic School. No share in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011.


DMITRIEV MIKHAIL EGONOVICH

Independent member of the Supervisory Board, Sberbank of Russia OJSC,
member of the Strategic Planning Committee

Mr. Dmitriev was born in 1961. In 1983, he graduated from Voznesensky Institute of Finance and Economics in Leningrad. PhD in Economics. Since 2005, he has been President of the Center for Strategic Research Foundation. No share in the Bank’s charter capital/ordinary shares.

No transactions with shares in 2011.
ZLATKIS BELLA ILYINICHNA

Member of the Supervisory Board, Sberbank of Russia OJSC

Mrs. Zlatkis was born in 1948. In 1970, she graduated from the Moscow Financial Institute.

PhD in Economics.

Since 2004, Mrs. Zlatkis has been Deputy Chairman of the Management Board, Sberbank of Russia OJSC.

Share in the Bank’s charter capital: 0.0004%.

Holds 0.0005% of the Bank’s ordinary shares.

No transactions with shares in 2011.
IVANOVA NADEZHDA YURIEVNA

Member of the Supervisory Board, Sberbank of Russia OJSC,

member of the Audit Committee

Mrs. Ivanova was born in 1953. In 1975, she graduated from the Moscow Financial Institute.

Since 1995, Mrs. Ivanova has been Director of General Economic Department, Central Bank of the Russian Federation.

She has no stake in the Bank’s charter capital/ordinary shares.

No transactions with shares in 2011.
MATOVNIKOV MIKHAIL YURIEVICH

Independent member of the Supervisory Board, Sberbank of Russia OJSC,
member of the Strategic Planning Committee

Mr. Matovnikov was born in 1975. In 1997, he graduated from St. Petersburg State University of Economics and Finance; in 2009, from Harvard Business School (USA). PhD in Economics.

Since 2005, he has been CEO of Interfax Center for Economic Analysis.

No share in the Bank’s charter capital/ordinary shares.

No transactions with shares in 2011.
MAU VLADIMIR ALEKSANDROVICH

Independent member of the Supervisory Board, Sberbank of Russia OJSC,
Chairman of the Audit Committee, member of the Human Resources and Remuneration Committee

Mr. Mau was born in 1959. In 1981, he graduated from Plekhanov Russian Academy of Economics; in 1999, from Pierre-Mendès-France University (Grenoble, France). PhD in Economics. Professor.

Since 2002, he has been Rector of State Educational Institution Academy of National Economy under the Government of the Russian Federation (since 2010, the Russian Presidential Academy of National Economy and Public Administration).

No share in the Bank’s charter capital/ordinary shares.

No transactions with shares in 2011.
POPOVA ANNA VLADISLAVOVNA

Member of the Supervisory Board, Sberbank of Russia OJSC,
member of the Strategic Planning Committee

Mrs. Popova was born in 1964. In 1986, she graduated from Voznesensky Institute of Finance and Economics in Leningrad.

In 2004, she was appointed Director of Corporate Governance Department, Ministry of Economic Development and Trade of the Russian Federation. In 2007, she was appointed State Secretary – Deputy Minister of Economic Development and Trade of the Russian Federation (since 2008, the Ministry of Economic Development of the Russian Federation).

Since 2010, Mrs. Popova has been Deputy Chief of Staff of the Government of the Russian Federation.

She has no stake in the Bank’s charter capital/ordinary shares.

No transactions with shares in 2011.


PROFUMO ALESSANDRO

Member of the Supervisory Board, Sberbank of Russia OJSC,

member of the Strategic Planning Committee

Mr. Profumo was born in 1957. In 1987, he graduated from Bocconi University (Italy).

In 1997 – 2010, he served as CEO of UniCredit Group.

No share in the Bank’s charter capital/ordinary shares.

No transactions with shares in 2011.
SAVATYUGIN ALEXEI LVOVICH

Member of the Supervisory Board, Sberbank of Russia OJSC,

member of the Strategic Planning Committee

Mr. Savatyugin was born in 1970. In 1992, he graduated from St. Petersburg State University.

In 2004, he was appointed Director of Financial Policy Department, Ministry of Finance of the Russian Federation.

Since 2010, Mr. Savatyugin has been Deputy Minister of Finance of the Russian Federation.

No share in the Bank’s charter capital/ordinary shares.

No transactions with shares in 2011.


SIMONYAN RAIR RAIROVICH

Independent member of the Supervisory Board, Sberbank of Russia OJSC,
member of the Audit Committee

Mr. Simonyan was born in 1947. In 1970, he graduated from the Moscow State Institute of International Relations under the USSR Ministry of Foreign Affairs. In 2005, he was appointed Chairman of Morgan Stanley Bank LLC. Since 2009, Mr. Simonyan has been Chairman of the Board of Directors / Regional Coordinator, Morgan Stanley Bank LLC.

No share in the Bank’s charter capital/ordinary shares.

No transactions with shares in 2011.


Sinelnicov-Murylev Sergei Germanovich

Independent member of the Supervisory Board, Sberbank of Russia OJSC,

member of the Audit Committee, member of the Human Resources and Remuneration Committee

Mr. Sinelnicov-Murylev was born in 1960. In 1982, he graduated from Lomonosov Moscow State University.

PhD in Economics. Professor.

Since 2007, Mr. Sinelnicov-Murylev has been Rector of the Russian Foreign Trade Academy of the Ministry of Economic Development of the Russian Federation.

No share in the Bank’s charter capital/ordinary shares.

No transactions with shares in 2011.


TKACHENKO VALERY VIKTOROVICH

Member of the Supervisory Board, Sberbank of Russia OJSC, member of the Audit Committee

Mr. Tkachenko was born in 1955. In 1981, he graduated from Bauman Moscow Higher Technical School; in 1996, from the All-Union Distance-Learning Institute of Finance.

PhD in Economics. Honored Economist of the Russian Federation. Since 2003, Mr. Tkachenko has been Chief Auditor of the Central Bank of the Russian Federation.

No share in the Bank’s charter capital/ordinary shares.

No transactions with shares in 2011.
SHVETSOV SERGEI ANATOLIEVICH

Member of the Supervisory Board, Sberbank of Russia OJSC Mr. Shvetsov was born in 1970. In 1993, he graduated from Lomonosov Moscow State University. In 2001, he was appointed Director of the Financial Market Operations Department, Central Bank of the Russian Federation.

Since 2011, Mr. Shvetsov has been Deputy Chairman of the Central Bank of the Russian Federation.

No share in the Bank’s charter capital/ordinary shares.

No transactions with shares in 2011.



Supervisory Board committees


Committees of the Bank’s Supervisory Board are bodies formed for preliminary review of the most critical issues within the competence of the Supervisory Board and preparation of recommendations on such issues. Committees are formed annually from among the members of the Supervisory Board. Independent directors are included in each Committee. Committees facilitate day-to-day communication with the Bank’s management bodies. Resolutions adopted by Committees are of an advisory nature.

The Audit Committee is responsible for preliminary evaluation of the Bank’s auditor candidates, review of the auditor’s and the Audit Commission’s reports, evaluation of the Bank’s internal control performance, and preliminary review of the annual financial statements of the Bank. Members of the Committee as of 1 January 2012: Vladimir Mau (Committee Chairman). Committee members: Nadezhda Ivanova, Valery Tkachenko, Rair Simonyan, Sergei Sinelnicov-Murylev.

The Human Resources and Remuneration Committee encourages involvement of top professionals in management of the Bank’s operations and incentives required for their successful work. Members of the Committee as of 1 January 2012: Georgy Luntovsky (Committee Chairman). Committee members: Sergei Guriev, Vladimir Mau, Sergei Sinelnicov-Murylev.

The Strategic Planning Committee is responsible for preliminary review of issues related to strategic management of the Bank’s operations to improve its performance in the long term. Members of the Committee as of 1 January 2012: Aleksei Ulyukaev (Committee Chairman). Committee members: Herman Gref, Mikhail Dmitriev, Anna Popova, Alessandro Profumo, Alexei Savatyugin, Mikhail Matovnikov.

Management Board


The Bank’s day-to-day operations are managed by the CEO and Chairman of the Bank’s Management Board, and the Management Board of the Bank.

The Management Board is a collective executive management body. The Management Board is responsible for preliminary discussion of all issues subject to review by a general shareholders’ meeting and the Supervisory Board of the Bank; the Bank’s risk management policy; review of reports from heads of departments of the Bank’s Headquarters and heads of regional banks on the results of their activity; introduction of the most advanced banking technology into the Bank’s practices; creation of up-to-date banking infrastructure; formation of collective operating bodies; approval of internal documents governing the Bank’s current operations, including those defining the Bank’s policy in various areas; review of issues related to the acquisition of companies and foreign banks, as well as other issues related to the Bank's operations.

In 2011, in addition to the issues subject to approval by the General Shareholders’ Meeting, the following issues were reviewed at meetings of the Bank’s Management Board: advisability of entry to the investment banking market and acquisition of the business of Troika Dialog Group; acquisition of a controlling interest in Volksbank International AG; changes to the remuneration system; structural reformatting; participation in charity events; management concept related to subsidiaries and affiliates; depositary receipt program; functional optimization program for supporting divisions; fundraising on international capital markets; integrated risk management based on the Basel Accord principles; approval of non arm’s-length transactions, etc.

As of 1 January 2012, the Bank’s Management Board consisted of 13 managers. In 2011, Andrei Golikov and Evgeny Korolev left the Bank’s Management Board. In June 2011, Igor Artamonov was introduced into the Bank’s Management Board.



Members of the Bank’s Management Board as of 1 January 2012:


1

Gref Herman Oskarovich

CEO, Chairman of the Board

2

Artamonov Igor Georgievich

Deputy Chairman of the Management Board

3

Gorkov Sergey Nikolaevich

Deputy Chairman of the Management Board

4

Donskih Andrey Mikhailovich

Deputy Chairman of the Management Board

5

Zlatkis Bella Ilyinichna

Deputy Chairman of the Management Board

6

Karamzin Anton Aleksandrovich

Deputy Chairman of the Management Board

7

Kuznetsov Stanislav Konstantinovich

Deputy Chairman of the Management Board

8

Torbakhov Aleksander Yurievich

Deputy Chairman of the Management Board

9

Bugrov Denis Andreevich

Senior Vice President

10

Kanovich Olga Nikolaevna

Senior Vice President

11

Orlovskiy Victor Mikhailovich

Senior Vice President

12

Bazarov Aleksander Vladimirovich

Vice President – Director of the Corporate Clients Department

13

Morozov Aleksander Vladimirovich

Vice-President – Director of Financial Department

Information on the members of the Management Board as of 1 January 2012 can be found below:
GREF HERMAN OSKAROVICH

Member of the Supervisory Board, Sberbank of Russia OJSC,

member of the Strategic Planning Committee,

CEO, Chairman of the Management Board, Sberbank of Russia OJSC

Mr. Gref was born in 1964. In 1990, he graduated from Omsk State University.

PhD in Economics.

In 2000, he was appointed Minister for Economic Development and Trade of the Russian Federation.

Since 2007, Mr. Gref has been CEO and Chairman of the Management Board, Sberbank of Russia OJSC.

Share in the Bank’s charter capital: 0.0031 %.

Holds 0.003 % of the Bank’s ordinary shares.

Information about transactions with the Bank’s shares in 2011:



Date

Transaction information

Share in the charter capital before change, %

Ordinary shares before change, %

Share in the charter capital after change, %

Ordinary shares after change, %

09.02.2011

Acquisition of ordinary and preferred shares

0.0006

0.0007

0.001

0.0009

04.05.2011

Acquisition of ordinary shares

0.001

0.0009

0.0016

0.0014

04.08.2011

Acquisition of ordinary shares

0.0016

0.0014

0.0021

0.0019

09.08.2011

Acquisition of ordinary shares

0.0021

0.0019

0.0023

0.0021

11.08.2011

Acquisition of ordinary shares

0.0023

0.0021

0.0024

0.0023

18.08.2011

Acquisition of ordinary shares

0.0024

0.0023

0.0025

0.0023

19.08.2011

Acquisition of ordinary shares

0.0025

0.0023

0.0025

0.0024

25.08.2011

Acquisition of ordinary shares

0.0025

0.0024

0.0029

0.0028

04.10.2011

Acquisition of ordinary shares

0.0029

0.0028

0.0031

0.003


ARTAMONOV IGOR GEORGIEVICH

Deputy Chairman of the Management Board, Sberbank of Russia OJSC

Mr. Artamonov was born in 1967. In 1990, he graduated from Plekhanov Institute of National Economy in Moscow; in 1999, the Academy of National Economy under the Government of the Russian Federation; in 2007, State University – Higher School of Economics.

In 2004, he was appointed Deputy Chairman of the North Caucasus Bank, Sberbank of Russia OJSC.

In 2007, he was appointed Chairman of the West-Siberian Bank, Sberbank of Russia OJSC.

Since 2011, Mr. Artamonov has been Deputy Chairman of the Management Board, Sberbank of Russia OJSC.

Share in the Bank’s charter capital: 0.00027%.

Holds 0.00029% of the Bank’s ordinary shares.

Information about transactions with the Bank’s shares in 2011:



Date

Transaction information

Share in the charter capital before change, %

Ordinary shares before change, %

Share in the charter capital after change, %

Ordinary shares after change, %

04.10.2011

Acquisition of ordinary shares

0

0

0.00022

0.00023

28.12.2011

Acquisition of ordinary shares

0.00022

0.00023

0.00027

0.00029


GORKOV SERGEY NIKOLAEVICH

Deputy Chairman of the Management Board, Sberbank of Russia OJSC

Mr. Gorkov was born in 1968. In 1994, he graduated from the Academy of the Federal Security Service of the Russian Federation; in 2002, Plekhanov Russian Academy of Economics.

In 2008, he was appointed Director of the HR Policy Department, Sberbank of Russia OJSC. Since 2010, Mr. Gorkov has been Deputy Chairman of the Management Board, Sberbank of Russia OJSC.

No share in the Bank’s charter capital/ordinary shares.

No transactions with shares in 2011.
DONSKIH ANDREY MIKHAILOVICH

Deputy Chairman of the Management Board, Sberbank of Russia OJSC

Mr. Donskih was born in 1967. In 1988, he graduated from Plekhanov Institute of National Economy.

From 2004, he was Chief Executive Officer, Deputy Chairman, and Chairman of OAO Bank Uralsib.

In 2009, he was appointed Chief Executive Officer of OAO Financial Corporation Uralsib.

Since 2010, Mr. Donskih has been Deputy Chairman of the Management Board, Sberbank of Russia OJSC.

Share in the Bank’s charter capital: 0.0012%.

Holds 0.0013% of the Bank’s ordinary shares.
Information about transactions with the Bank’s shares in 2011:

Date

Transaction information

Share in the charter capital before change, %

Ordinary shares before change, %

Share in the charter capital after change, %

Ordinary shares after change, %

21.01.2011

Acquisition of ordinary shares

0.0002

0.0002

0.0007

0.0007

19.08.2011

Acquisition of ordinary shares

0.0007

0.0007

0.0012

0.0012

25.08.2011

Acquisition of ordinary shares

0.0012

0.0012

0.0012

0.0013


ZLATKIS BELLA ILYINICHNA

Member of the Supervisory Board, Sberbank of Russia OJSC,

Deputy Chairman of the Management Board, Sberbank of Russia OJSC

Mrs. Zlatkis was born in 1948. In 1970, she graduated from the Moscow Financial Institute. PhD in Economics.

Since 2004, Mrs. Zlatkis has been Deputy Chairman of the Management Board, Sberbank of Russia OJSC.

Share in the Bank’s charter capital: 0.0004%.

Holds 0.0005% of the Bank’s ordinary shares.

Information about transactions with the Bank’s shares in 2011: no transactions.


KARAMZIN ANTON ALEKSANDROVICH

Deputy Chairman of the Management Board, Sberbank of Russia OJSC

Mr. Karamzin was born in 1969. In 1993, he graduated from the Finance Academy under the Government of the Russian Federation.

From 2005, he was Chief Accountant, head of the Financial Department, and Executive Director of the Debt Capital Market Department, Morgan Stanley Bank LLC.

Since 2008, Mr. Karamzin has been Deputy Chairman of the Management Board, Sberbank of Russia OJSC.

Share in the Bank’s charter capital: 0.003%.

Holds 0.003% of the Bank’s ordinary shares.




Date

Transaction information

Share in the charter capital before change, %

Ordinary shares before change, %

Share in the charter capital after change, %

Ordinary shares after change, %

27.01.2011

Acquisition of ordinary shares

0.001

0.002

0.003

0.003


KUZNETSOV STANISLAV KONSTANTINOVICH

Deputy Chairman of the Management Board, Sberbank of Russia OJSC

Mr. Kuznetsov was born in 1962. In 1984, he graduated from the Red Banner Military Institute; in 2002, from the Law Institute of the Ministry of Internal Affairs of the Russian Federation. PhD in Law.

From 2002, he was head of the Administrative Department and Director of the General Affairs Department at the Ministry of Economic Development and Trade of the Russian Federation. In 2007, he was appointed Deputy Minister for Economic Development and Trade of the Russian Federation.

In 2008, he was appointed Senior Vice President, Sberbank of Russia OJSC.

Since 2010, Mr. Kuznetsov has been Deputy Chairman of the Management Board, Sberbank of Russia OJSC.

No share in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011.


TORBAKHOV ALEKSANDER YURIEVICH

Deputy Chairman of the Management Board, Sberbank of Russia OJSC

Mr. Torbakhov was born in 1971. In 1994, he graduated from the Ordzhonikidze Moscow Aviation Institute; in 1997, the Moscow State Institute of International Relations (University); in 2003 – 2005, he completed an MBA program in the University of Chicago Graduate School of Business.

In 2005, he was appointed Vice President, Unit Head – Vice President of Rosgosstrakh Holding Company LLC.

In 2008, he was appointed Chief Executive Officer of Rosgosstrakh-Zhizn Insurance Company LLC. In 2009, he was appointed Chief Executive Officer of OAO Vimpel-Communications. In September 2010, he was appointed Advisor to President, Sberbank of Russia OJSC. Since October 2010, Mr. Torbakhov has been Deputy Chairman of the Management Board, Sberbank of Russia OJSC.

No share in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011.
BUGROV DENIS ANDREEVICH

Member of the Management Board, Sberbank of Russia OJSC, Senior Vice President

Mr. Bugrov was born in 1974. In 1995, he graduated from the London School of Economics and Political Science; in 1997, the Moscow State Institute of International Relations (University); in 2000, the European Institute of Business Administration.

In 2004, he became partner at the Moscow Representative Office of McKinsey & Company, Inc. Russia.

Since 2008, Mr. Bugrov has been Senior Vice President, Sberbank of Russia OJSC. No share in the Bank’s charter capital/ordinary shares.

Information about transactions with the Bank’s shares in 2011:

Date

Transaction information

Share in the charter capital before change, %

Ordinary shares before change, %

Share in the charter capital after change, %

Ordinary shares after change, %

10.08.2011

Acquisition of ordinary shares

0

0

0.0001

0.0001

26.10.2011

Sale of ordinary shares

0.0001

0.0001

0

0

KANOVICH OLGA NIKOLAEVNA

Member of the Management Board, Sberbank of Russia OJSC,

Senior Vice President

Mrs. Kanovich was born in 1971. In 1993, she graduated from Plekhanov Russian Academy of Economics.

In 2005, she was appointed member of the Board and Director of the Operations Department in VTB24 ZAO.

Since 2008, Mrs. Kanovich has been Senior Vice President, Sberbank of Russia OJSC.

Holds no share in the Bank’s charter capital/ordinary shares.

No transactions with shares in 2011.


ORLOVSKIY VICTOR MIKHAILOVICH

Member of the Management Board, Sberbank of Russia OJSC, Senior Vice President

Mr. Orlovskiy was born in 1974. In 1996, he graduated from the Tashkent Electrotechnical Institute of Communication; in 2001, the Moscow State University of Economics, Statistics and Informatics.

In 2004, he was appointed Director for Products and Operations Development and Support, Retail Business Unit, OAO Alfa-Bank. In 2006, he was appointed Deputy Director of OOO IBM Eastern Europe/Asia. Since 2008, Mr. Orlovskiy has been Senior Vice President, Sberbank of Russia OJSC.

Share in the Bank’s charter capital: 0.0007%.

Holds 0.0008% of the Bank’s ordinary shares.

Information about transactions with the Bank’s shares in 2011:



Date

Transaction information

Share in the charter capital before change, %

Ordinary shares before change, %

Share in the charter capital after change, %

Ordinary shares after change, %

15.03.2011

Acquisition of ordinary shares

0

0

0.0007

0.0008


BAZAROV ALEKSANDER VLADIMIROVICH

Member of the Management Board, Sberbank of Russia OJSC, Vice President – Director of the Corporate Clients Department

Mr. Bazarov was born in 1962. In 1984, he graduated from Kiev State University. PhD in Economics.

From 2004, he was Managing Director and Head of Customer Relations for CIS countries at Deutsche Bank AG, London, Kiev. In 2008, he was appointed Director of the Corporate Clients Department, Sberbank of Russia OJSC. Since 2009, he has been Vice President – Director of the Corporate Clients Department, Sberbank of Russia OJSC.

Share in the Bank’s charter capital: 0.0022%.

Holds 0.0023% of the Bank’s ordinary shares.
Information about transactions with the Bank’s shares in 2011:

Date

Transaction information

Share in the charter capital before change, %

Ordinary shares before change, %

Share in the charter capital after change, %

Ordinary shares after change, %

06.10.2011

Acquisition of ordinary shares

0

0

0.0022

0.0023


MOROZOV ALEKSANDER VLADIMIROVICH

Member of the Management Board, Sberbank of Russia OJSC, Vice President – Director of Financial Department

Mr. Morozov was born in 1969. In 1995, he graduated from Lomonosov Moscow State University. In 2005, he was appointed Head of Treasury at ZAO International Moscow Bank. From 2006, he was General Manager and Head of Treasury at ZAO International Moscow Bank.

In 2007, he was appointed Executive Vice President and Chief Financial Officer at KB Renaissance Capital (OOO).

In 2008, he was appointed Director of the Financial Department, Sberbank of Russia OJSC.

Since 2009, Mr. Morozov has been Vice President – Director of Finance, Sberbank of Russia OJSC.

Share in the Bank’s charter capital: 0.0014%.

Holds 0.0009% of the Bank’s ordinary shares.

Information about transactions with the Bank’s shares in 2011:



Date

Transaction information

Share in the charter capital before change, %

Ordinary shares before change, %

Share in the charter capital after change, %

Ordinary shares after change, %

21.01.2011

Acquisition of ordinary and preferred shares

0.0004

0.0003

0.0014

0.0009

Management Board committees


To enhance efficiency and for business development, there are a number of collective bodies (committees) operating in the Bank and which are accountable to the Management Board of Sberbank of Russia. The primary objectives of such committees are to address issues and implement a single coordinated policy in various areas of the Bank’s operations.

Corporate Business Committee

Takes decisions on key issues related to corporate business

Loans and Investments Committee

Takes decisions on the largest loans and issues related to such loans

Bad Assets Committee

Takes decisions on key issues related to loan repayment management and on writing off bad debts

Retail Business Committee

Takes decisions on key issues related to retail business

Retail Lending Committee

Takes decisions related to lending to retail clients

Asset and Liability Management Committee

Takes decisions related to asset and liability management, liquidity and market risk management

Development Strategy Implementation Committee

Takes decisions on key issues related to implementation of the Bank’s Development Strategy

Process and Technology Committee

Takes decisions on issues related to technology development, manages the portfolio of IT projects, approves banking process models

HR Management Committee

Takes decisions related to human resources management, reviews organizational structures and staff lists for the Headquarters

Subsidiaries and Affiliates Management Committee

Takes decisions on key issues related to implementation of the Development Strategy with regard to the Bank’s subsidiaries and affiliates

Conflict of Interest Resolution Committee

Takes decisions on key issues related to resolution and settlement of conflicts of interest that appear at the Bank’s level

Bank Collegium


The Bank Collegium, a permanent collective operating body, has been functioning in the Bank since 2008. The Collegium comprises members of the Bank’s Management Board and heads of regional and subsidiary banks. This collective body is a forum for active discussion of all strategic issues related to the Bank’s development and search for the best solutions that take into account the regional aspects of the Bank’s operations.

In 2011, the Collegium held 3 meetings where it reviewed and passed resolutions on key areas such as reformatting the Bank’s branch office network, launching a new retail business model, defining approaches to performance and headcount management, and transforming the Bank’s corporate culture.


Audit Commission


The Audit Commission is elected by the annual General Shareholders’ Meeting to control the Bank’s financial and economic activities. The Audit Commission checks whether the Bank complies with legal and other acts governing its activities and reviews organization of the Bank’s internal control and legality of current transactions. The Audit Commission evaluates reliability of data included in the Bank’s annual report and the annual accounting statements.

Members of the Audit Commission of Sberbank of Russia OJSC elected by shareholders on 3 June 2011:



1

Volkov Vladimir Mikhailovich

Deputy Director, Accounting and Reporting Department – Head of the Department for Accounting Principles, and Development and Support of the Procedural Basis for Financial Reporting pursuant to International Standards, Central Bank of the Russian Federation

2

Zinina Lyudmila Anatolyevna

Deputy Head, Audit Department, Moscow Main Territorial Administration, Central Bank of the Russian Federation

3

Polyakova Olga Vasilyevna

Director, Internal Audit Department, Central Bank of the Russian Federation

4

Dolzhnikov Maksim Leonidovich

Deputy Director, Internal Control, Revisions and Audit Department, Sberbank of Russia OJSC

5

Kondratenko Dmitry Nikolaevich

Deputy Director, Risk Department, Sberbank of Russia OJSC

6

Minenko Aleksei Evgenyevich

Deputy Chief Accountant – Deputy Director, Accounting and Reporting Division, Sberbank of Russia OJSC

7

Isakhanova Yulia Yurievna

Head, Financial Control Division, Finance Department, Sberbank of Russia OJSC

Committee for Interaction with Minority Shareholders


The Committee for Interaction with Minority Shareholders has been functioning in Sberbank since 2008 in order to maintain efficient relations with shareholders and improve corporate governance.

The Committee holds regular meetings on topics of most interest to shareholders in Moscow and the regions. Offsite meetings of the Committee are held as videoconferences. This is a unique approach to relations with regional minority shareholders, which allows the Bank to cover the largest possible shareholder audience and get it involved in a meeting of the Bank’s top managers. In 2011, the Committee held its offsite meetings in Krasnoyarsk, Rostov-on-Don, Khabarovsk, Yaroslavl, Voronezh, and Stavropol. In 2011, the Bank started webcasting the meetings live on the regional bank’s web page for those shareholders who could not attend the meeting in person. Since it was established, the Committee visited all regional banks of Sberbank.

Members of the Committee for Interaction with Minority Shareholders:

Committee Chairman

A.V.Danilov-Danilyan

Minority shareholder, Sberbank of Russia OJSC

Committee members

M.G. Lyubomudrov

Minority shareholder, Sberbank of Russia OJSC

A.A. Navalnyy

Minority shareholder, Sberbank of Russia OJSC

M.N. Nedelsky

Minority shareholder, Sberbank of Russia OJSC, CEO, ZAO Status

V.A. Statyin

Minority shareholder, Sberbank of Russia OJSC

D.A. Udalov

Minority shareholder, Sberbank of Russia OJSC



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