Declaration of the Board of Directors
Declaration of the Board of Directors of Absolut Bank regarding
improvement of corporate governance practices in the Bank.
Specification of strategic direction and plan of improvement corporate
governance.
Improvement of corporate governance shall be a priority in the activities
of Absolut Bank (hereinafter – the "Bank").
The Bank deems it necessary to govern its activities by the best practices
of corporate governance, standards and recommendations of international
organizations, compulsory and optional norms set up by Russian state regulatory
and supervisory authorities.
The plan of improvement of corporate governance in the Bank shall include
the following steps:
- drawing up a new version of the Charter of the Bank and its
approval by the General shareholders’ meeting, drawing up (new
versions of) internal documents of the Bank and their approval
by the relevant management bodies of the Bank: Regulations on
the General shareholders’ meeting, Regulations on the Board of
Directors, Regulations on the Management Board, Regulations on
the Revision Commission, Regulations on the Corporate Secretary.
New versions of the said documents provide for, including, but
not limited to, optimum distribution of powers between different
levels of management and control in the Bank;
- improvement of the practice of activities of the Board of
Directors, including introduction of the planning of its activities,
establishment of Committees of the Board of Directors (Audit
and Risk Management Committee, Corporate Governance Committee,
Staff and Remuneration Committee), drawing up and approval of
Regulations on the said committees, selection and approval of
candidacies of members and experts of the committees, securing
of normal and continuous activities of the committees;
- improvement of the information disclosure practice (drawing
up and approval of the Regulations of information policy of the
Bank, increase in the volume and adjustment of promptness and
accuracy of information disclosure (including information which
is disclosed voluntarily));
- introduction of management continuity system in the Bank;
- changing the organizational structure of the Bank to the extent
this may be needed for improvement of the corporate governance
system in the Bank, including introduction of the Corporate Secretary
position, which shall coordinate the activities of corporate
governance improvement in the Bank, establishment of the Corporate
Secretary’s Office in order to provide for more effective activities
of the Corporate Secretary of the Bank;
- any other measures or actions which may contribute to improvement
of the quality of corporate governance in the Bank, including
ones in the framework of the above-mentioned steps.
The declaration of the Board of Directors was adopted on July
11 th, 2006. The following targets have already been achieved since
then:
- new versions of the Charter and internal documents of the
Bank worked out and adopted, including improvement of internal
corporate procedures and introduction of optimum distribution
of powers between different levels of management and control
in the Bank;
- practices of activities of the Board of Directors improved,
including introduction of the system of preparation of materials
for meetings of the Board of Directors, creation of the Staff
and remuneration committee of the Board of Directors, introduction
of planning of the activities of the Board of Directors;
- practices of activities of the Management Board improved,
including introduction of the system of preparation of materials
for meetings of the Management Board and planning of its activities,
- Regulations on information policy of the Bank worked out
and adopted, information disclosure level increased;
- recommendations of specialists of the International Finance
Corporation (IFC) with regard to improvement of corporate governance
implemented (within the framework of “Technical Assistance
Project on Russia Banking Sector Corporate Governance”);
- training of personnel in the relevant fields performed;
- organizational structure amended, including introduction
of the position of the Corporate secretary.
|
