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Corporate Governance

Shareholders Capital Structure
 
Management supervisory Bodies
 
Board of Directors
 
Senior Management
 
 

Shareholders                       

 

Shareholding

(over 5%)

 

Structure

OOO “MILAVER-RUS”

 

52.96

 

Mr. Anatoly Landsman - 10,7981%

Milaver Holdings Limited, Cyprus -89,2019%

Beneficiary: Mr. Anatoly Landsman Citizenship: Russia. Domicile: Moscow

EBRD

 

15.00

 

International Intergovernmental  Financial Organization (www.ebrd.com). Owned by 64 countries (including Russia) and 2 international organizations.

Anatoly Landsman

 

14.06

 

Russian citizen

Leo Overseas Limited

 

8.50

 

Firebird Avrora Fund Limited, Cayman Islands (www.fbird.com)

Open-end fund

SDM-BANK - CORPORATE GOVERNANCE BODIES :

Shareholders’ General Meeting

The Shareholders’ General Meeting is the Bank’s highest governing body that adopts resolutions on key issues relating to the Bank’s activity in compliance with the responsibilities defined by federal laws and the Bank’s Charter.

Audit Commission

The Shareholders General Meeting annually elects the Bank’s Internal Audit Commission – a standing internal control organ – to supervise the financial and business activity of the Bank’s bodies, officers, units, services, branches and representative offices.

Board of Directors

The Board of Directors is an executive governing body that exercises overall management of its activity, except for issues assigned to the authority of a General Shareholders Meeting by federal laws and the Bank’s Charter.

The Board of Directors is headed by the Chairman who, in addition to running the Board’s work, is in charge of three committees under the Board:

The Risk Management Committee, which is an executive body that gives recommendations to the Board with respect to the Bank’s management, supervision and analysis of all undertaken risks.

Compensation Committe.

The Audit and Internal Control Committee, which is an executive body that gives recommendations to the Board with respect to its internal control system and activities of the Internal Control Service.

The Board of Directors also controls the Internal Audit Service.

Sole Executive body – Chief Executive Officer

The Chief Executive Officer directs the Bank’s ongoing activities and acts without power of attorney in the name of the Bank. He also heads the Executive Committee and directs its activity.

Internal Control Service

Internal Control Service is subordinate to the Chief Executive Officer, and is in charge of compliance risk management. The compliance risk in large represents the risk of financial loss caused by failure to comply with certain internal regulatory requirements and/or Russian legislation, and due to sanctions or other enforcement actions imposed  by regulatory authorities.

Financial Control Service

Financial Control Service is also subordinate to the Chief Executive Officer, and takes responsibility over development and implementation of internal control procedures enforcing anti-money laundering and anti-terrorism financing regulations, and providing the statutory information to the respective state authorities.

Collegiate Executive Body – Executive Committee

The Executive Committee is the Bank’s executive body guiding its activity within the scope of authority as defined by the Bank’s Charter.

COMMITTEES UNDER THE EXECUTIVE COMMITTEE

To ensure efficient operations in various areas of business, the Bank has a number of committees under the Executive Committee. These committees implement the Executive Committee’s decisions and perform additional operational functions within their authority as defined by the Bank’s Regulations.

Committees operating under the Executive Committee

Credit Committee

The Credit Committee is authorized to make decisions on all types of private and corporate/business lending and manage the bank card lending programs.

Investment Committee

The Investment Committee manages the Bank’s assets and makes decisions on other matters relating to the investment of funds.

Finance Committee

The Finance Committee analyses and evaluates the Bank’s economic performance and allocates cash flows.

Underperforming Assets Risk Management Committee

The Committee for Non-Performing Loans coordinates the Bank’s activity with respect to borrowers and other parties that have defaulted on their obligation to the Bank.

Project Committee

The Project Committee manages the Bank’s projects in automation, telecommunications, transport, technical security devices and construction.

Technology and Automation Committee

The Technology and Automation Committee designs steps to improve the technology used by the Bank.

Human Resources Committee

The Human Resources Committee identifies top priorities in the Bank’s personnel policy.

Customer Committee

The Customer Committee was set up to develop, coordinate and adopt strategies to attract customers, improve standards of service and create a full range of bank products and services.

Financial Monitoring Committee

Financial Monitoring Committee controls activity of the Bank and its clients for compliance with applicable statutory requirements.

 

Anatoly Landsman   Chairman of the Board since October 2005
Board member since 1996.
CEO, JSC SDM-BANK since the Bank’s inception till October 2005.
Board member in a number of SMEs.
PhD in Economics, State Doctorate in Economics,
full professor, Head of the Economics and Finance Chair at the
Moscow Automobile and Roads Institute
(Moscow Technical University).
Anatoly Ridnik   Deputy Chairman of the Board of Directors
Board member since May 2001.
Advisor to the Chairman of the Board since 2000.
Graduated from the Higher Border Command School
and the Dzerzhinsky Higher School, speciality - law.
Vladimir Uzun   Deputy Chairman of the Board of Directors
Board member since April 1999.
Chairman of the Board, ZAO Olma Madia Group.
Graduated from the Moscow State University,
Speciality – philosophy, PhD in Economics.
Inna Yabbarova  

Board member since June 2016.
Associate Director, Government Relations, EBRD.
Alliance Manchester Business School, MBA Finance.

Oleg Baranov   Board member since October 2005.
Partner, ZAO Neoflex (IT consultancy, implementation and support of banking integrated automation systems).
Graduated from the Moscow Institute for Radio Technology,
Electronics and Automation,
speciality – systems technology engineer.
A graduate of the Plekhanov Institute for Qualification Enhancement,
speciality – economist.

Ian Christopher Hague

  Board member since March 2006.
Advisor, off shore portfolio investments, Firebird Management LLC (USA).
Board member, Global Gold Corp (USA).
Graduated from the Wesleyan University,
bachelor of Arts (Russian language and literature).
Monterey Institute of International Studies,
Master of Arts (Russian language and international policy).
Maxim Solntsev   Board member since June 2005.
Chief executive officer; board member in a number of SMEs.
Graduated from the Moscow Technical University for
Telecommunications and Informatics.
Speciality – telecommunications companies economics and management;
and the Stockholm School of Economics, МВА in strategic marketing. PhD in Economy
Alexander Telushkin   Board member since April 2010.
General Director, OJSC VNIIstroydormash;
Board member in a number of SMEs.
Graduated from the Moscow Engineering and Building Institute.
Speciality – road construction machinery; PhD in Technology

 

EXECUTIVE COMMITTEE

Maxim Solntsev
CEO
 

Chief Executive Officer since 2005.
Banking experience - since 1993.
With the SDM-BANK since 1993.
Education:
Moscow Technical University for Telecommunications and Informatics
Speciality – telecommunications companies economics and management
Moscow Automobile and Roads Institute, PhD in Economy
Stockholm School of Economics, МВА in strategic marketing

Olga Zlobina
First Deputy CEO
  First deputy CEO since 2008.
Executive Committee member since 2006.
Banking experience - since 1994.
With the SDM-BANK since 1997.
Education:
Moscow Technological Institute, engineer-economist.
Higher School of Economics, MBA in Finance.
Moscow Automobile and Roads Institute
(State Technical University), PhD in Economy
Sergey Kozlov
Deputy CEO, Chief Credit Officer
  Deputy CEO and Chief Credit Officer since 2008.
Executive Committee member since 2010.
Banking experience – since 1993.
With the Bank since 2001.
Education:
All-Russia Finance and Economics Institute for Correspondence Education,
speciality – finance and credits;
State University - Higher School of Economics, MBA in finance and banking
Eduard Lushin
Deputy CEO, Chief Treasury Officer
  Deputy CEO and Head of Treasury since 2011.
Executive Committee member since 2011.
Banking experience - since 1994.
With the Bank since 1997.
Education:
Moscow Institute of Physics and Technology,
speciality – engineer-physicist,
Moscow State University,
speciality – lawyer

Elena Volkoedova
Deputy CEO, Chief Customer Officer

  Deputy CEO since 2015.
Executive Committee member since 2015.
Chief Customer Officer since 2006.
Banking experience since 1995.
With the SDM-BANK since 1998.
Education:
Plekhanov Russian University of Economics, concentration in Labor Economics
Highest School of Economics, MBA in Finance
Oleg Ilyukhin
Deputy CEO, Chief Information Officer
  Deputy CEO since 2015.
Executive Committee member since 2015.
Chief Information Officer since 2008.
Banking experience since 1998.
With the SDM-BANK since 2002.
Education:
Moscow State University, Mathematics major, concentration in Applied Mathematics
Financial University under the Government of the Russian Federation, Finance and Credit major
Highest School of Economics, MBA in Finance
Alexander Golubev
Chief Legal Officer
  Executive Committee member since 2015.
Chief Legal Officer since 2009.
Banking experience since 2007.
With the SDM-BANK since 2007.
Education:
Moscow State University, Legal studies major
Galina Zamilatskaya
Chief Accountant
  Chief Accountant since 2003.
Executive Committee member since 2010.
Banking experience - since 1994.
With the Bank since 2002.
Education:
Moscow Aviation Institute,
speciality - system engineer;
All-Russia Finance and Economics Institute for Correspondence Education,
speciality – economics


SENIOR MANAGEMENT OF THE BANK


Nadezhda Bazunova
Executive Director
  Executive Director since 2006.
Banking experience – since 1996.
With the Bank since 1996.
Education: Plekhanov Russian Academy of Economics,
speciality – economist.
Alexander Kravchenko
Deputy CEO
  Deputy CEO since 2002.
Banking experience – since 1993.
With the Bank since June 1998.
Education: Moscow Physics and Technology Institute,
speciality – automated management systems, PhD in physics and mathematics.
Nadezhda Okuneva
Development Director
  Development Director since 1995.
Banking experience – since 1992.
With the Bank since 1992.
Education: Moscow Economics and Statistics Institute,
speciality – engineering and mathematics

 

SDM-Bank operates within an effective corporate governance framework in line with best domestic and international practices. Our system of corporate governance is designed to monitor, approve, and improve the following:

ACCOUNTABILITY

STRATEGIC FOCUS AND EXECUTION

Approve, monitor, review and update SDM-Bank’s quality business growth strategy

REGULATORY AND PROCEDURAL COMPLIANCE

Approve, monitor, review and update SDM-Bank’s internal procedures to ensure legal/regulatory compliance and ethical business conduct

MONITORING CONFLICTS OF INTEREST

Maintain good relationships with the bank's stakeholders

Monitor, avoid and resolve any conflicts of interest between clients, shareholders, partners, management and the Board of Directors

INFORMATION MANAGEMENT

Approve, monitor, review and update information management, disclosure and safekeeping procedures

COMPENSATION AND INCENTIVES

Approve, monitor, review and update performance-related compensation for managers and employees

TRANSPARENCY

Ensure effective and transparent communication with the market and stakeholders

To see SDM-Bank Charter (Russian copy with translation), click here