Supervisory Board

1. approval within its competence of the regulations on issues related to the Bank’s activities;
2. preparation of the agenda of the General Meeting, making decision on the date of the meeting and on inclusion of proposals into the agenda except for convocation by the shareholders of the extraordinary General Meeting;
3. making decision on convocation of annual and extraordinary General Meeting in accordance with the Charter of the Bank and in cases provided for by the law;
4. control and regulation of activities of the Bank’s Management Board;
5. establishing of the procedure of carrying out the audits and control over financial and economic activities of the Bank;
6. approval of the Bank’s Development Strategy;
7. approval of annual business plans for the Bank’s activities, reports of the Management Board on implementation of those business plans;
8. appointment and dismissal of the Chief Accountant of the Bank, managers of the Bank’s branches;
9. making decision on sale of the shares repurchased before by the Bank;
10. making decision on placement by the Bank of other securities except for shares in amount that does not exceed 25% of the value of the Bank’s assets;
11. making decision on buy back of other placed by the Bank securities besides shares;
12. approval of the market value of property in cases provided for by the applicable law;
13. making decision on establishment, reorganization and liquidation of subsidiaries, branches and representations of the Bank, approval of their Charters and Regulations, appointment and dismissal of the heads of subsidiaries and representations, approval of the terms of remuneration for them and their responsibilities;
14. election and termination of powers of the Chairman and members of the Management Board of the Bank, First Deputy Chairman of the Management Board, Deputies Chairmen of the Management Board;
15. approval of the terms of contracts being concluded with the members of the Management Board of the Bank, determination of amount of remuneration for them;
16. decision making on suspension (discharge) of the Chairman or member of the Management Board of the Bank from powers/duties and on election of the person temporarily acting and exercising powers of the Chairman of the Management Board of the Bank;
17. determination of amount and terms for payment of remuneration and compensations to the Chairman and members of the Revision Commission of the Bank;
18. election of the Registration Commission;
19. establishment and organization of work of the unit on audit;
20. election of the external auditor of the Bank and determination of terms of agreement being concluded with him, determination of amount of remuneration for his services;
21. development of mechanisms of stabilization of the financial condition of the Bank;
22. submission for consideration by the General Meeting of the proposals on amount and way of change of the charter capital of the Bank;
23. establishment of permanent or temporary committees within SB from the members of the Supervisory Board and granting these committees the authority by the way of setting it in the Regulation on respective temporary or permanent committee that is approved by the Supervisory Board;
24. determination of record date for shareholders having the right to receive dividend, procedure and terms of dividend payment within deadlines established by the law;
25. determination of record date for shareholders that should be informed on convocation of General Meeting and have the right to take part in the General Meeting;
26. solution of issues on participation of the Bank in industrial and financial groups and other associations, on establishment of other legal entities;
27. solution of issues within the competence of the Supervisory Board according to the law in case of merger, accession, demerger, spin-off or transformation of the Bank;
28. preliminary agreement for the legal acts executed by the Bank in amount that does not exceed 25% of the Bank’s capital, the decision on executing of which should be made by the General Meeting as well as for the amendments into the terms of those legal acts; making decision on executing of major legal act, if the market value of property or services that are the subject of it makes from 10 to 25 per cent of the assets value according to the data of the last annual financial reporting of the Bank.
The decision of the Supervisory Board regarding preliminary agreement or executing of major legal act shall be made on application of the Management Board of the Bank that is made in compliance with the conclusions of the units established in the Bank for risk management and permanent committees (bodies for financial risk management);
29. detection of probability of the acknowledgement of the Bank as insolvent one due to entering into liabilities or their fulfillment, including as a result of payment of dividend or redemption of shares, making decision on cover for losses of the Bank;
30. making decision on election of the Bank’s property appraiser and approval of the terms of agreement being concluded with him, determination of amount of remuneration for his services;
31. making decision on election (change) of securities depositary and approval of terms of agreement being concluded with him, determination of amount of remuneration for his services;
32. sending of proposal to shareholders regarding purchase of common registered shares belonging to them by the person (persons acting jointly) that acquired controlling stake in accordance with law;
33. establishment of procedure for carrying out checks and control over financial and economic activities of the Bank; consideration of the documented results of checks of the Bank’s activities performed by the Revision Commission and implementation of the respective actions;
34. approval of the annual plan of checks that are performed by the unit on internal audit, review of reports on checks carried out by the unit on internal audit;
35. making decision on establishment of the secretariat of the Supervisory Board as a structural unit of the Bank;
36. making decision on necessity to list the Bank’s shares on stock exchange and, if required, election (change) of stock exchange where the Bank’s shares will be listed;
37. decisions on other issues within the exclusive competence of the Supervisory Board in accordance with the Charter of the Bank.

The Committee was established in order to assist the Supervisory Board in affairs of proper selection of the Supervisory Board members, Bank’s Management Board members, Bank’s Chief Accountant and managers of branches. The main tasks of the Committee are: enhancement of efficiency and quality of the Supervisory Board work through preliminary consideration of certain issues related to the Supervisory Board competence and preparation of recommendations for the Supervisory Board; promotion of the high-qualified specialists’ involvement into the management of the Bank.

 

The permanent Audit Committee subordinated to the Supervisory Board functions for the purposes of analysis and support of the effective and adequate system of internal control. The Committee is formed exclusively from the specialists having professional experience and knowledge in the sphere of internal control, audit, accountancy, finance management.

The Audit Committee is competent for:

• Supervision over availability and adequacy of the internal policy and procedures of the internal control system;
• Review and assessment of adequacy and effectiveness of the overall policy, procedures, methods of all bank risks management;
• Analysis of the major active banking operations performed as well as of the operations with related persons.

Council on Regional Development to the Supervisory Board was established in order to enhance the competitiveness of the PJSC "Kreditprombank" by taking into account the best regional practices in development and improvement of banking technologies, procedures, processes, planning methods, analysis and management. Council on Regional Development is a permanent advisory and consultative body formed of the managers of branches. Main functions of the Council on Regional Development are as follows:

• Determination, consideration and systematization of the problem issues on all lines of activities in the regions;
• Preparation of recommendations and submission of proposals on improvement of the banking technologies and procedures in the Bank system;
• Participation in development, agreement and analysis of implementation of the development plans of the Bank’s branches and outlets.