Sberbank (SBER)
Sberbank announces the results of its Supervisory Board meeting
24-May-2019 / 17:08 CET/CEST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
Moscow, Russia - May 24, 2019. Sberbank announces the results of its
Supervisory Board meeting. Resolutions adopted by the Supervisory Board of
Sberbank are the following:
Contents of the resolutions adopted by the Supervisory Board of Sberbank and
voting results:
1. To elect Sergei Ignatiev as the Chairman of the Supervisory Board of
Sberbank.
2. To elect as Deputy Chairmen of the Supervisory Board of Sberbank: Gennady
Melikyan, Sergey Shvetsov.
3. The Supervisory Board of Sberbank of Russia (the Bank), having reviewed the
results of the assessment performed by the Supervisory Board's HR and
Remuneration Committee for compliance of the candidates to the Bank's
Supervisory Board with the independence criteria applicable to members of the
issuer's Board of Directors (Supervisory Board) as set forth in Annex 4 to the
Listing Rules of PJSC Moscow Exchange (the Exchange) approved by the
resolution of the Supervisory Board of PJSC Moscow Exchange dated 10/09/2018,
minutes No. 7, resolved as follows:
1. To recognize members of the Supervisory Board of the Bank: Esko Tapani Aho,
Leonid Boguslavsky, Aleksander Kuleshov, Gennady Melikyan, and Nadya Christina
Wells as persons fully compliant with the independence criteria (independent
directors).
2. To recognize member of the Supervisory Board of the Bank Nikolay
Kudryavtsev as an independent director based on the recommendation of the HR
and Remuneration Committee of the Supervisory Board (the Committee) despite
his meeting the formal criterion of affiliation with the state, which does not
significantly affect the director's ability to act reasonably and in good
faith in the interests of the Bank and its shareholders.
By adopting this resolution, the Supervisory Board of the Bank emphasizes the
exceptional nature of the resolution, given the fact that N. Kudryavtsev:
- is not a person affiliated with the Bank, a substantial shareholder (the
Bank of Russia), a substantial counterparty or competitor of the Bank;
- as Rector of the Federal State Autonomous Higher Education Institution
Moscow Institute of Physics and Technology (National Research University) is
appointed to the position by the Ministry of Science and Higher Education of
the Russian Federation in line with the Charter. That said, he does not
represent the interests of the state and is not obliged to vote on directives
of the Russian Federation, an entity of the Russian Federation, or a municipal
unit;
- for one year prior to election to the Supervisory Board of the Bank, was not
(and currently is not) a public or municipal officer, or a person occupying
any office in public authorities, or an employee of the Bank of Russia;
- has an impeccable reputation and is recognized by academia in Russia and
abroad.
The Supervisory Board believes that the vast professional experience and the
competences of N. Kudryavtsev, which he acquired inter alia in the course of
his long (more than 10 years) service as independent director on the board of
directors / committee for science and technology of the largest oilfield
services company Schlumberger Limited, will be very significant for the Bank
and will help the director form independent opinions on matters in the remit
of the Supervisory Board of the Bank.
N. Kudryavtsev had signed the Declaration of an Independent Director according
to the form recommended by the Exchange before this resolution was adopted by
the Supervisory Board of the Bank.
4. To elect Gennady Melikyan as the Senior Independent Director of Sberbank's
Supervisory Board.
5. Approve the new version of the Regulations on the Committees of the
Supervisory Board (Version 3).
6. To approve the membership of the Committees of the Supervisory Board of
Sberbank as follows:
Audit Committee
Chairman of the Committee shall: Nadya Christina Wells - Independent
Investment and Corporate Governance Consultant (Independent Director).
Members of the Committee: Valery Goreglyad - Chief Auditor of the Bank of
Russia; Nadezhda Ivanova - Head of Main Branch for the Central Federal
District of the Bank of Russia; Nikolay Kudryavtsev - Rector of Moscow
Institute of Physics and Technology (National Research University)
(Independent Director); Alexander Kuleshov - President of Skolkovo Institute
of Science and Technology (Independent Director).
HR and Remuneration Committee
Chairman of the Committee: Valery Goreglyad - Bank of Russia Chief Auditor.
Members of the Committee: Leonid Boguslavsky -Chairman of the Board of
Directors, ivi.ru LLC (Independent Director); Gennady Melikyan - Honored
Economist of the Russian Federation (Independent Director).
Strategic Planning Committee
Chairman of the Committee: Sergei Shvetsov - First Deputy Governor of the Bank
of Russia.
Members of the Committee: Esko Tapani Aho - Senior Adviser, East Office of
Finnish Industries (Independent Director); Leonid Boguslavsky - Chairman of
the Board, ivi.ru LLC (Independent Director); Herman Gref - CEO, Chairman of
the Executive Board of Sberbank; Gennady Melikyan - Honored Economist of the
Russian Federation (Independent Director); Maksim Oreshkin - Minister of
Economic Development of the Russian Federation; Olga Skorobogatova - First
Deputy Governor of the Bank of Russia; Nadya Christina Wells - Independent
Investment and Corporate Governance Consultant (Independent Director).
Information Technology Committee
Chairman of the Committee shall: Alexander Kuleshov - President of Skolkovo
Institute of Science and Technology (Independent Director);
Members of the Committee: Leonid Boguslavsky - Chairman of the Board, ivi.ru
LLC (Independent Director); Nikolay Kudryavtsev - Rector of Moscow Institute
of Physics and Technology (National Research University) (Independent
Director); Olga Skorobogatova - First Deputy Governor of the Bank of Russia.
Risk Management Committee
Chairman of the Committee: Gennady Melikyan - Honored Economist of the Russian
Federation (Independent Director).
Members of the Committee: Esko Tapani Aho - Senior Adviser, East Office of
Finnish Industries (Independent Director); Nadezhda Ivanova - Head of the Bank
of Russia Main Branch for the Central Federal District; Alexander Kuleshov -
Skoltech President (Independent Director); Nadya Christina Wells - Independent
Investment and Corporate Governance Consultant (Independent Director).
6. To approve the Preliminary Plan of Work of Sberbank's Supervisory Board and
events with participation of members of Sberbank's Supervisory Board for
2019-2020. (Work Plan). To establish that members of the Supervisory Board can
amend and supplement the Work Plan.
https://www.sberbank.com/investor-relations/disclosure/material-fact-notice/ar
ticle?newsID=a187a00d-7110-4876-a073-e344c93e945c&blockID=9(R)ionID=77&lang=en
&type=NEWS
For enquiries:
Sberbank of Russia
Investor Relations
+7 495 957 59 60
ir@sberbank.ru
ISIN: US80585Y3080, RU0009029540, RU0009029557, US80585Y4070
Category Code: AGM
TIDM: SBER
LEI Code: 549300WE6TAF5EEWQS
Sequence No.: 8803
EQS News ID: 815779
End of Announcement EQS News Service
(END) Dow Jones Newswires
May 24, 2019 11:08 ET (15:08 GMT)
