AK BARS Bank executes its corporate governance procedures in accordance with best Russian and international practices. The main aim in developing of such kind of procedures is to create an effective system of internal control over financial activity, whilst maintaining the Bank’s stability; increase the effectiveness of its activity; and protect the rights and legal interests of its shareholders.
In line with other Russian banks, AK BARS Bank is managed through a multi-tier system of governing bodies comprised of the General Shareholders’ Meeting, the Board of Directors and the Management Board, as well as the Chairman of the Management Board.
AK BARS Bank monitors its activity in compliance with its Corporate Governance Code. In December 2014 an internal appraisal of the corporate governance procedures were carried out, a self-appraisal of the Board of Directors and its Committees were held in February 2014.
Bank’s financial activity and compliance with current legislation control is carried out by the Audit (revision) commission, which reports directly to the General Shareholders’ Meeting.
Bank's current operations control is rested solely on the executive body (the Chairman of the Management Board) and the collegial executive body (the Management Board). They are responsible for the Board of Directors and shareholders at the General Shareholders’ Meeting. The current Board of Directors is well balanced between executive and non-executive directors which ensures the Board as a whole achieves its targets. Constructive co-operation between the Board of Directors and the Management throughout the year enables important decisions to be executed and strategic targets met.
The General Shareholders’ Meeting is the highest governing body of AK BARS Bank. The General Shareholders’ Meeting elects the Board of Directors, which is responsible for the general management of the Bank as well as the coordination of its overall strategy and general supervision.
There are annual general and extraordinary general meetings of the shareholders. The annual General Shareholders’ Meeting is convened no earlier than two months and no later than six months after the end of the Bank’s financial year.
The powers of the General Shareholders’ meeting are set out in the Joint Stock Companies Law (the “JSC Law”), the Bank’s Charter and the Regulation “On the General Shareholders’ Meeting of AK BARS Bank”.
The Board of Directors is responsible for the general management of the Bank, with the exception of those matters which are within the exclusive authority of the General Shareholders’ Meeting or the executive bodies of the Bank in accordance with the JSC Law and the Bank’s Charter. The Board of Directors meetings are held as often as necessary and not less than once every quarter and exercises exclusive authority over certain matters including business priorities, convening annual meetings and approving the agenda and the placement of securities.
The Board of Directors appoints the members of the Management Board, which is the collective executive body of the Bank, and the Chairman of the Management Board, who acts as the chief executive officer of the Bank.
Management Board and the Chairman of the Management Board carry out day-to-day activities of the Bank. Certain powers are delegated by the Chairman of the Management Board to his deputies, members of the Management Board, department heads and various committees.
The Management Board meetings are held as often as necessary and makes its decisions by a simple majority vote (subject to a minimum 50 per cent. Quorum requirement).