RU
8

Corporate governance

122
is the total number of procurement procedures (for amounts exceeding 100 thousand rubles)
488.92
rubles is the total amount of purchases
5
members of the Board of Directors
230
is the actual number of employees as of 1.01.2019
173
employees of the Bank passed the performance assessment in 2018
More than 110
employees became participants of open training events in 2018
8.1

Corporate Governance Code

The corporate governance system of EXIMBANK OF RUSSIA is built on the basis of the principle of unconditional compliance with the requirements of Russian law and the Bank of Russia, and also takes into account the best international practices as much as possible.

The highest governing body of the Company is the General Meeting of shareholders. The Board of Directors of the Bank, elected by the shareholders and accountable to them, provides strategic management and control over the activities of the executive bodies: the Chairman of the Management Board and the Management Board. Executive bodies carry out current management of the Bank and implement the tasks assigned to them by shareholders and the Board of Directors.

As of 01/01/2019, the Bank had a Corporate Governance Code of EXIMBANK OF RUSSIA approved by the Board of Directors (Minutes No. 7 dated November 26, 2012) drawn up in accordance with the recommendations of the Bank of Russia.

In 2018, the Internal Audit Service (hereinafter - NEA) conducted an annual self-assessment of the quality of the Bank's corporate governance, including in terms of compliance by employees and management with the Bank's Corporate Governance Code.

Self-assessment was carried out:

  • in accordance with the Methodology (test) of self-assessment of corporate governance quality in the State Specialized Russian Export-Import Bank (Joint-Stock Company), approved by the Board of Directors of the Bank (protocol dated December 30, 2015 No. 14), put into effect by order dated December 31, 2015 No. 410;
  • in accordance with the methodology and the list of issues identified in the letter of the Bank of Russia dated 07.02.2007 No. 11-T “On the list of issues for credit institutions to score the status of corporate governance”.

The self-assessment of corporate governance quality was carried out as of December 25, 2018 in the context of the following areas (levels of managerial decision-making/levels of control), which form the basis of the Bank's Corporate Governance Code:

  • score of the implementation of the rights of shareholders of the Bank;
  • score of the activities of the Board of Directors;
  • score of the performance of executive management;
  • score of information disclosure;
  • score of the risk management procedure, internal audit, internal control, compliance control;
  • score of corporate social responsibility, business ethics;
  • score of the implementation of the Bank's Development Strategy.

Based on the results of the self-assessment, the quality of corporate governance is assessed as “satisfactory, consistent with the nature and range of of the Bank's activities”.

In 2018, compared with the score for the previous Report period, there were improvements in the Risk Management section in connection with the approval and implementation of Risk and capital management strategies of EXIMBANK OF RUSSIA. The Bank’s website contains the Regulation on Dividend Policy, the terms for the disclosure of the annual report are reduced.

8.2

The composition of Board of Directors and the Management Board

The number of members of the Board of Directors of the Bank in 2018 was 5 persons.

Further to the decision of the Extraordinary General Meeting of the Bank Shareholders (date of the meeting – 06/28/2017, Minutes No. 2 of 06/28/2017), the following composition of the Board of Directors was elected consisting of 5 persons acting from 06/28/2017 to 01/10/2018: S.S. Voskresensky, G.V. Kalamanov, O.V. Teplov, A.A. Tyupanov, P.M. Fradkov P.M. Fradkov was elected Chairman of the Board of Directors.

Further to the decision of the Extraordinary General Meeting of the Bank Shareholders (date of the meeting – 01/10/2018, Minutes No. 1 of 01/11/2018), the following composition of the Board of Directors was elected consisting of 5 persons acting from 01/10/2018 to 05/28/2018: A.V. Gruzdev, G.V. Kalamanov, O.V. Teplov, A.A. Tyupanov, P.M. Fradkov P.M. Fradkov was elected Chairman of the Board of Directors.

Further to the decision of the Extraordinary General Meeting of the Bank Shareholders (date of the meeting – 05/28/2018, Minutes No. 2 of 05/30/2018), the following composition of the Board of Directors was elected consisting of 5 persons: A.V. Gruzdev, G.V. Kalamanov, O.V. Teplov, A.A. Tyupanov A.A. Slepnev was elected Chairman of the Board of Directors.

Stanislav Sergeevich Voskresensky (born 1976) – Member of the Board of Directors of EXIMBANK OF RUSSIA from 2014, till 10/10/2017 – Deputy Minister of Economic Development of the Russian Federation, from 10/10/2017 – Acting Governor of the Ivanovo Region. In 1998 graduated from Plekhanov Russian University of Economics.

Aleksey Vladimirovich Gruzdev (born 1979) – Member of the Board of Directors of EXIMBANK OF RUSSIA from 2018, Deputy Minister of Economic Development of the Russian Federation (till 06/21/2018), Deputy Minister of Trade and Industry of the Russian Federation (06/21/2018). In 2002 graduated from Lomonosov Moscow State University (Institute of Asian and African Studies).

Georgiy Vladimirovich Kalamanov (born 1976) – Member of the Board of Directors of EXIMBANK OF RUSSIA from 2009, Deputy Minister of Trade and Industry of the Russian Federation. In 1998 graduated from the State University of Management.

Andrey Aleksandrovich Slepnev (born 1969) – Member of the Board of Directors of EXIMBANK OF RUSSIA from 2018, Chairman of the Board of Directors, General Director of Russian Export Center, JSC. In 1992 graduated from Lobachevsky State University of Nizhny Novgorod. In 1998 graduated from the College of Law – the specialized Institute of Laws at Lomonosov Moscow State University.

Oleg Vladimirovich Teplov (born 1978) – Member of the Board of Directors of EXIMBANK OF RUSSIA from 2014, Advisor at the RF Presidential Experts Directorate (till 05/29/2018), Director General of VEB Innovations, LLC (from 05/21/2018). In 2000 graduated from Plekhanov Russian University of Economics.

Aleksey Aleksandrovich Tyupanov (born 1984) – Member of the Board of Directors of EXIMBANK OF RUSSIA from 2014, Director General of EXIAR, JSC (till 09/06/2018), Advisor of Director General of Russian Export Center, JSC (from 09/07/2018 till 11/06/2018), Advisor of Promsvyazbank, PJSC (from 11/15/2018). In 2006 graduated from Lomonosov Moscow State University.

Petr Mikhailovich Fradkov (born 1978) – Chairman of the Board of Directors of EXIMBANK OF RUSSIA (from 2014 to 05/28/2018) (Member of the Board of Directors – from 2006), Director General of Russian Export Center JSC (till 04/23/2018), Chairman of the Management Board of Promsvyazbank, PJSC (from 09/06/2018). In 2000 graduated from the Moscow State Institute of International Relations of the USSR Ministry of Foreign Affairs (MSIIR).

All the above Members of the Board of Directors were not bank stockholder and did not carry out the Bank’s stocks during 2018. No conflict of interest among the Members of the Board of Directors was detected.

Table 1
Information on the Chairman of the Management Board and the Members of the Management Board
Position of head Full Name Education

Deputy Chairman of the Management Board from 08/17/2016

Acting Chairman of the Management Boardfrom 05/16/2017

Roman Yuryevich Smagin

Higher

Finance Academy under the Government of the Russian Federation, 1999, Major: Banking and Finance;

Qualification: economist

Continuing professional education:

Name of educational establishment: State University – Higher School of Economics

Name of principal educational program: Master of Business Administration (МВА), concentration in “МВА – Banks and Finance”

Program learning date: 2006.

Deputy Chairman of the Management Board from 07/03/2017 Natalya Ivanovna Gavryush

Higher

Finance Academy under the Government of the Russian Federation, 1995, Major: Banking and Finance;

Qualification: economist

Deputy Chairman of the Management Board from 01/09/2017 Victor Aleksandrovich Solomin

Higher

Plekhanov Russian University of Economics, 1996, Major: materiel management and wholesale trading arrangements for production facilities;

Qualification: economist

Continuing professional education:

Name of educational establishment: State University – Higher School of Economics

Name of principal educational program: Master of Business Administration (МВА), concentration in “МВА – Banks and Finance”

Program learning date: 2006.

8.3

HR Policy

HR Policy of EXIMBANK OF RUSSIA is aimed at the personnel capacity development. Human capital assets are of high priority achieving the strategic goals of the Bank. Employees are hired in strict adherence to the requirements of the Labor Code of the Russian Federation.

Table 2
Actual number of employees as of 01/01/2019
CategoryMenWomen
Total organization employees84146
including:
Responsible executives117
Experts73136
Other employees (technical executives)03
Figure 4
Share of employees of EXIMBANK OF RUSSIA in 2018, by age, %
20 %65 %15 %
  • to 30 years old
  • 31-50 years
  • 50+ years old
Table 3
Total number of organization employees As of 01/01/2019
to 30 years old31–50 years50+ years old
menwomentotalmenwomentotalmenwomentotal
1631475495149142034
Table 3
Total number of organization employees As of 01/01/2019
menwomentotal
to 30 years old
163147
31–50 years
5495149
50+ years old
142034
Table 4
Total number of employees who joined organization in 2018
to 30 years old31–50 years50+ years old
menwomentotalmenwomentotalmenwomentotal
122436263359437
Table 4
Total number of employees who joined organization in 2018
menwomentotal
to 30 years old
122436
31–50 years
263359
50+ years old
437
Table 5
Total number of employees who left the organization in 2018
to 30 years old31–50 years50+ years old
menwomentotalmenwomentotalmenwomentotal
591424194321012
Table 5
Total number of employees who left the organization in 2018
menwomentotal
to 30 years old
5914
31–50 years
241943
50+ years old
21012

One of the significant directions in HR policy implementation is the development and improvement of a safety culture. EXIMBANK OF RUSSIA provides the occupational safety and health training and knowledge assessment of the occupational safety and health requirements for responsible executives and experts, and provides instruction in the occupational safety and health.

The social policy of EXIMBANK OF RUSSIA is directed at increasing the level of social protection of the Bank employees.

Employees of EXIMBANK OF RUSSIA have the opportunity to take advantage of the additional corporate benefits and compensations (in addition to the mandatory social guarantees established by labor laws)) – Voluntary Health Insurance, additional paid social leaves, leave, birth, and marriage allowance.

8.4

General Provisions of the Bank's compensation policy and information on compensation of the administrative bodies of EXIMBANK OF RUSSIA

In 2018, the HR and Remuneration Committee of the Board of Directors, established in 2016 in accordance with the requirements of the Central Bank of the Russian Federation No. 154-I of 06/17/2014 “On the Procedure for Assessing the Remuneration System at the Credit Institution and the Procedure for Directing the Order to the Credit Institution to Rectify the Violation in its Remuneration System”, resumed its work.

In 2018, 5 meetings of the HR and Remuneration Committee of the Board of Directors were held.

Tasks of the HR and Remuneration Committee of the Board of Directors:

  • ensuring the formation of an effective and transparent practice for remuneration and motivation received by the members of the Bank's executive bodies and other responsible employees;
  • improvement of operational efficiency of the Board of Directors and the executive bodies of the Bank;
  • determination of the criteria and the system for evaluating the work of the Bank’s executive bodies, the head of the Internal Audit Service and other responsible employees of the Bank.

Capacities of the HR and Remuneration Committee of the Board of Directors:

  • proposing criteria for selecting candidates for the Bank’s Management Board, the Review Committee, for the position of Chairman of the Management Board, as well as a preliminary assessment of the above candidates;
  • formation of the recommendations to the Board of Directors regarding the candidates for the positions of members of the Bank’s executive bodies and other key responsible executives of the Bank;
  • consideration of the list of the Bank’s employees assuming risks (apart from the members of the executive bodies) and preparation of the recommendations for approval;
  • consideration of the issues of organization, monitoring and control of the remuneration system, assessment of its compliance with the Bank's strategy, the nature and scale of operations, the results of its activities, the level and combination of risks assumed by the Bank;
  • consideration of the Bank’s HR policy, control over its implementation and preparation of proposals for its change in accordance with the Bank's development strategy;
  • preliminary consideration of proposals on the key performance indicators to evaluate management performance that should be taken into account when making decisions on remuneration and personnel solutions;
  • preparation of decisions on the issues related to the remuneration system.

In 2018, the remuneration system that was developed and approved in 2016 as amended by 2017, in accordance with the requirements of the Central Bank of the Russian Federation No. 154-I of 06/17/2014 “On the Procedure for Assessing the Remuneration System at the Credit Institution and the Procedure for Directing the Order to the Credit Institution to Rectify the Violation in its Remuneration System”, was valid.

The policy in the field of remuneration and motivation determines the objectives, principles, structure and functioning mechanism of the remuneration system and applies to all employees who are in the employ of the Bank.

The main objectives of the Policy in the field of remuneration and motivation of the employees of EXIMBANK OF RUSSIA are as follows:

  • developing the mechanism for attracting and retaining the skilled workers;
  • increasing the involvement and personal interest of each employee in achieving the Bank’s objectives;
  • developing the effective mechanism for the dependence of the level of remuneration received by an employee on his/her contribution to the results of the Bank's work;
  • developing the clear and objective system for evaluating the results of job performance of each employee;
  • creation of the favorable working conditions for the Bank’s employees.

The policy in the field of remuneration and motivation is an internal regulatory instrument that governs all types of the payments to the employees and determines the structure of the remuneration of the Bank’s employees which provides for fixed and non-fixed portions.

The system of remuneration and motivation of the Bank’s employees is based on the principles of strict adherence to the requirements of the Central Bank of the Russian Federation, namely, it takes into account the nature and scale of operations performed by the Bank, the results of the Bank's activities, the level and the combination of the risks assumed.

In order to determine the level of the non-fixed portion of remuneration at the Bank, apart from the company-wide performance indicators, approved by the Board of Directors, the most objective indicators of individual performance and employee efficiency are developed.

Performance assessment is carried out quarterly and annually. Based on the results of the assessment, an integral coefficient of performance indicators is formed that determines the size of the variable portion of the employee remuneration. The employee and the manager discuss the results achieved, give feedback and outline future work plans in the format of face-to-face meetings. This approach allows focusing the efforts of the employees on priority tasks and forms additional drivers for the implementation of the Bank's strategy. In 2018, 173 employees of the Bank underwent a performance assessment based on the work results for 2017.

For the Bank’s employees assuming risks, in accordance with the list approved by the Management Board of the Bank, the share of the non-fixed portion in the total amount of employee benefits (when calculating the target values) is at least 40% (including the reserved part), for employees of structural divisions that exercise internal control and risk management – not more than 50%.

In case of receiving a total negative financial result of the Bank activity or in the corresponding line of activity, the volume of the variable portion of the remuneration, as well as payments reserved earlier, should be corrected (substantially reduced or canceled).

It is provided that the mechanisms of remunerative incentives used should not lead to the excessive risks assumed by the Bank. For the Bank’s employees assuming risks, at least 40% of the non-fixed portion is reserved for a period of not less than three years and is subject to subsequent correction (including the possibility of reduction or cancellation) in accordance with the results obtained.

On December 20, 2018, the Board of Directors approved the HR Policy of the Bank governing the review of the remuneration system by the Board of Directors. In accordance with the approved HR Policy, the remuneration system is monitored at least once a year by the Bank’s Internal Audit Service under the procedure established by the Bank’s internal instruments.

In accordance with the approved HR Policy, the effectiveness of the organization and functioning of the existing remuneration system is evaluated at least once a year by the Bank’s Internal Audit Service or an independent auditor.

The Bank provides regular, at least once a calendar year, full and reliable disclosure of information on the remuneration system by specifying data in annual accounting (financial) statements.

In 2018, remuneration to the members of the Board of Directors was not paid (in accordance with the Regulation on the Board of Directors, payment is not provided).

8.5

Recruitment and adaptation

During the year, the recruitment process was optimized: an additional candidate pool was formed for the operative filling the vacancies, publishing the vacancies in Internet resources, as well as in social networks from which an additional candidate pool also comes.

The recruitment for new employees started to be carried out mainly by own efforts: In 2018, 90% of the vacancies were closed without the involvement of contractors.

The portfolio of the candidates is maintained on the basis of an information system that allows not only to collect all the information on the vacancies and the candidates, but also to automate part of the process related to the publishing announcements and logistics of the candidates, as well as to quickly issue reports on the recruitment consultants on a weekly basis.

Preparatory activities were taken to conduct an assessment center for: TOP-management, middle-ranking managers. Offers from the outside companies were collected.

8.6

Employee training and development

In 2018, the integrated system for the development of EXIMBANK OF RUSSIA employees continued to operate which was supplemented by new programs: exchange of experience, English conversation club, “Knowledge Marathon” project, training in project management and Agile basics.

As in 2017, the seminars on professional topics, English, training in PMIS and EDMS, "Leaders Teach Leaders" program remained an important part of the employee training program. In 2018, the latter in 2018 was presented advanced: now leaders did not conduct an individual seminar, but held a real discussion with each other on a given topic by discussing the most relevant and in-demand skills of the future.

Open training was also supported: the employees received unique experience by attending various seminars, trainings, conferences, together with representatives of other companies. In 2018, more than 110 employees of EXIMBANK OF RUSSIA became participants in the open training events.

8.7

Quality Management

During 2018, REC Group supported the separate quality management function launched in 2017 to the same extent, the main tasks of which are to increase the level of customer loyalty and satisfaction by developing a system of continuous improvement and upgrading the quality of services and products, continuous assessment and monitoring of customer quality work and internal business processes, the organization of customer satisfaction research and the organization of work with complaints and claims from the customers.

8.8

Procurement Management, Anti-Corruption Activities

In order to optimize the procurement activities of REC Group in 2018, 5 consolidated procurements were conducted with the participation of EXIMBANK OF RUSSIA.

The Bank also finalized the Procurement Management Information System (PMIS) that greatly simplified the process of approval of documents reducing the total time for procurement procedures.

To strengthen control over the trustworthiness of REB suppliers, the advanced information on the contractors was downloaded in PMIS including the integration with SPARK.

In the second half of 2018, the Regulation on the Procurement of Goods, Work, and Services of EXIMBANK OF RUSSIA was developed and approved to bring the procurement procedures in line with the requirements of Federal Law No. 223-FZ of July 18, 2011 “On Procurement of Goods, Work, Services by Certain Types of Legal Entities” as revised in 2018.

8.9

Summary table of energy resources consumption of EXIMBANK OF RUSSIA in 2018

Electrical power
kW rubles (incl. VAT)
601,176.4 3,147,076.43
Heat energy
Gcal rubles (incl. VAT)
Gasoline
Liter rubles (incl. VAT)
18,015.04 783,576.52
Diesel fuel
Liter rubles (incl. VAT)
2,431.46 104,757.06

Note: Heat energy is not recorded in the premises rented by the Bank as the heat energy meters are installed generally for the entire complex of buildings of World Trade Center, PJSC.