Remuneration of members of the bank’s governing bodies

Remuneration of members of the bank’s governing and control bodies

Developing the principles and criteria for determining the remuneration of members of the Supervisory Board, the CEO and Chairman of the Executive Board, and members of Sberbank’s Executive Board is the responsibility of the Supervisory Board’sStaff and Remuneration Committee. The decision to pay remuneration to members of the Supervisory Board is approved by the annual General Shareholders’ Meeting.

Remuneration of Executive Board members, the CEO and Chairman of the Executive Board

Remuneration and compensations are paid to members of the Executive Board in accordance with contracts signed by the CEO and Chairman of the Executive Board, and every Board member. Sberbank does not pay any commission or use any stock options for the remuneration of Board members.

There were no stock options, nor interest-free nor preferential loans issued to bank employees either in 2013, or in 2012, and no other indirect incentive schemes offered (such as insurance or credit-deposit programmes).

Seeking to reduce the costs of remuneration for Executive Board members, the Supervisory Board established:

  • Basic salary thresholds for Executive Board members;
  • Limits for bonus payments over the year that depend on the projects implemented and key performance indicators achieved by a Board member;
  • Limits for the annual bonus paid as a percentage of Sberbank Group’s net profit in accordance with International Financial Reporting Standards.

These limits are stipulated in each board member’s employment contract. Information on the value of payments to Executive Board members is regularly published on the Sberbank website as part of the bank’s quarterly securities report.

For the year ended December 31, 2013, remuneration of Executive Board members comprised salaries and bonuses totalling RUB 3.2 bn (in 2012: RUB 2.4 bn). The remuneration growth was due to an increase in the number of Board members from 13 on December 31, 2012, to 14 on December 31, 2013 (including the CEO and Chairman of the Executive Board). In addition, in 2013, the bank filled two vacant positions of the First Deputy Chairman of the Executive Board. The remuneration of Executive Board members is of a short-term nature.

Remuneration of Supervisory Board members

As provided by Russian federal law No. 208-FZ, determining the remuneration and compensations for Supervisory Board members is the responsibility of the General Shareholders’ Meeting.

Remuneration and compensation of expenses, related to Board membership, is paid to Supervisory Board members as established by the bank’s Regulation on Remuneration and Compensation for Supervisory Board members of OJSC Sberbank of Russia, approved by the General Shareholders’ Meeting on May 31, 2013.

The remuneration consists of a fixed part paid to a Supervisory Board member on the condition that, in the reporting period, he/she attended at least half of Supervisory Board meetings, and bonuses for committee chair or membership, and Supervisory Board chairmanship. As established by the above Regulation, in 2012 the remuneration paid to Supervisory Board members totalled RUB 61.3 mn (2011: RUB 55.8 mn).

No remuneration is paid unless consent is obtained from a Supervisory Board member, as required by Russian law.

Remuneration for Statutory Audit Commission members

The decision to pay remuneration to members of the Statutory Audit Commission is adopted by the Annual General Shareholders’ Meeting of OJSC Sberbank of Russia.

It is expected that, in 2013, the remuneration of Statutory Audit Commission members will remain unchanged from 2012, namely: RUB 1 mn for the Chairman of the Statutory Audit Commission and RUB 750,000 for every Commission member, subject to their consent, as required by Russian law.

As resolved by the Annual General Shareholders’ Meeting held on May 31, 2013, the remuneration for Statutory Audit Commission members for 2012 totalled RUB 3.3 mn, remaining unchanged from 2011.

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