Corporate Governance System
Successful sustainable development of the Bank is underpinned by transparency of its operations and adherence to the established corporate governance principles and world best practices. The corporate governance system includes the system of the governance bodies, the internal control system and the system of interactions of the Bank’s governance bodies and its shareholders.
The Bank’s General Shareholders Meeting approved the Corporate Governance Code of Gazprombank (Joint Stock Company) in line with the world best practices and recommendations given by the Bank of Russia.
The Bank Annual General Meeting approved Gazprombank (Joint Stock Company) Corporate Governance Code in accordance with the best international practices and recommendations of the Bank of Russia.
Corporate Governance Principles
Bank’s Governance Bodies
For more information regarding the held General Shareholders Meetings
The Bank’s governance bodies are committed to rigorous observance of the rights and legitimate interests of the Banks and focus on increasing the asset value and improving the Bank’s financial stability and profitability.
The Bank’s governance bodies secure the rights of the Bank shareholders to receive true and accurate information regarding the Bank in compliance with the procedure set by Russian law.
According to the Bank’s Articles of Association, the Bank’s supreme management body is the General Shareholders Meeting.
Main documents regulating activities and defining authorities of the General Shareholders Meetings are the Federal Law On Joint Stock Companies, the Bank of Russia regulations, the Bank’s Articles of Association and Regulations on the General Shareholders Meeting.
According to the Bank’s Articles of Association, the Bank’s Board of Directors is in charge of the general management of the Bank’s operations.
Main documents regulating activities and defining authorities of the Board of Directors are the Federal Law On Joint Stock Companies, the Bank of Russia regulations, the Bank’s Articles of Association and Regulations on the Board of Directors.
The Board of Directors is headed by the Chairman of the Board of Directors.
For more information regarding the held Meetings of the Board of Directors
The Bank’s Board of Directors sets up various committees to enable making informed and efficient decisions.
The following committees operating under the Bank’s Board of Directors have been established:
- The Audit Committee under the Gazprombank Board of Directors
- The Compensation Committee under the Gazprombank Board of Directors
The Bank’s executive bodies include the Chairman of the Management Board and the Management Board.
Main documents regulating activities and defining authorities of the executive bodies are the Federal Law On Joint Stock Companies, the Bank of Russia regulations, the Bank’s Articles of Association and Regulations on the Executive Bodies.
The Board of Directors and executive bodies are responsible for the observance of the corporate governance principles.
Internal Control Bodies
According to the current Russian legal requirements, the Bank has established the internal control system, combining the internal control units and divisions to ensure compliance with the goals set out by Russian law, the Bank’s Articles of Association and internal documents.
The setup procedure and authorities of the internal control bodies are defined by Russian law, including the Bank of Russia regulations, the Bank’s Articles of Association and internal documents.
For more information regarding activities of the Internal Control Department (Compliance Service)
The Bank’s internal control system includes:
- The Internal Control Department (Compliance Service), operating by virtue of the Bank’s Articles of Association, Regulations on the Internal Control Department (Compliance Service) and the Bank’s Compliance Policy.
Bank GPB (JSC) Professional Securities Market Participant Controller – O.V. Ivleva, Deputy Department Head, Internal Control Department (Compliance Service)
Pursuant to the decision made by the Chairman of the Management Board, the Internal Control Department (Compliance Service) performs the functions of a controller of the professional stock market operator and exercises internal control aimed at prevention of illegal use of insider information and market manipulation.
Pursuant to the resolution of the Bank’s Board of Directors, the Internal Control Department (Compliance Service) performs the functions of a controller of the Bank’s specialized depository.
- The Internal Audit Department, operating by virtue of the Bank’s Articles of Association, Regulations on the Internal Control System of Gazprombank (Joint Stock Company) and Regulations on the Internal Audit Service.
- The Revision Commission, operating by virtue of the Bank’s Articles of Association and Regulations on the Revision Commission.
- Other Bank’s bodies, business units and employees, performing the internal control functions by virtue of the Bank’s Articles of Association (including the Chief Accountant of the Bank and stand-alone structural unit responsible for anti-money laundering and combating the financing of terrorism).
Risk Management
Efficient risk management is one of the key factors of the Bank’s sustainable development and delivery of its strategic goals. The Bank has set up the Risk Management Service that includes independent units responsible for risk management.
The main document regulating the risk management procedures in the Bank is the Group Risk and Capital Management Strategy approved by the Bank’s Board of Directors.
Whistleblowing hotline
The Bank offers a whistleblowing hotline that enables maintaining a high level of employee trust to the Bank and creating an environment encouraging the employees to report violations to the Bank’s management.
The whistleblowing hotline is a tool that is used to detect and prevent any unlawful acts in the Bank (fraud, corruption, violations or alleged violations of the law and internal regulations of the Bank), as well as the acts of the Bank’s employees and counterparties that may result in loss to the Bank and its clients.
Each employee can file a claim, report an incident or ask a question anonymously or in their own name using any of the available options: make a phone call, send an email or fill out a form on the corporate portal.
The Bank guarantees protection of the employee’s identity and confidentiality of the information provided.
Responsible units of the Bank constantly analyze incoming information and perform verification activities if necessary.
In 2020, there were 32 messages. The majority of the messages were related to HR (wages, incentives, relations with the management), other messages were related to individual issues in the organization of the Bank’s operations and matters related to compliance with epidemic control measures.
The messages were reviewed and the respective measures were taken, the replies were sent to the employees.
Bank Group
Efficient management of operations across the entire Bank Group is an integral part of corporate governance.
Main Bank documents regulating corporate governance of the companies that belong to the Bank Group are:
- Regulations on Representation of Bank GPB (JSC) Interests in Management Bodies and Revision Commissions of Commercial Organizations Which Shares (Stakes) Are Owned by Bank GPB (JSC)
- Non-Commercial Organizations Where Bank GPB (JSC) Acts as a Member (Founder).