Sberbank holds Supervisory Board Meeting
March 17, 2020, Moscow - Sberbank has held a press conference dedicated to the results of a Supervisory Board meeting. For the first time ever it has been held in a new format, as Herman Gref, the CEO and Chairman of the Executive Board of Sberbank, talked to the media online. Ahead of the press conference he also participated in the online Supervisory Board meeting. The CEO of the bank changed his working routine on the back of the decree issued by the Mayor of Moscow, and in order to meet the requirements of the bank's Crisis Response HQ, following which he will be self-isolating until the end of this week after his business trip to several European countries in early March.
Following the recommendations of the Supervisory Board's Strategic Planning Committee, the meeting listened to the information on the steps Sberbank takes to prevent, control the spread of, and combat the coronavirus.
Sberbank announces the decisions made by the Supervisory Board.
The Supervisory Board approved the annual accounting (financial) statements, which were audited by PricewaterhouseCoopers Audit JSC. The auditor's report was signed on March 10, 2020.
The Supervisory Board took a note of the Consolidated Financial Statements of Sberbank for the year 2019; Sberbank Group's risk report for 2019; Sberbank investor base and Sberbank investor perception study report in 2019 as well as an interim report on the operations of the Committee for Minority Shareholder Relations of Sberbank; the status of corporate culture development at Sberbank; and Sberbank ecosystem metrics.
The Supervisory Board granted preliminary approval for Sberbank's 2019 Annual Report, which is to be included in the materials provided for review to the persons eligible to participate in the Annual General Meeting of Shareholders of Sberbank on 2019 performance; approved the report on Sberbank's 2019 related-party transactions; and decided to propose that the Annual General Meeting of Shareholders approve Sberbank's 2019 Annual Report.
The Supervisory Board resolved to:
1. Take note of the report made by A. Morozov, Deputy Chairman of the Executive Board of Sberbank, on the existence of risks triggered by the Central Bank of Russia changing its regulation of lending organizations' operations, and the risk of capital adequacy ratios of the Bank falling below the mandatory level. Entrust the Executive Board of Sberbank with the task of informing the Supervisory Board of capital adequacy risks at least once a quarter
2. Grant preliminary approval for Sberbank's profit distribution and determine that the profit that is not being used to pay dividends for the year 2019 must remain with Sberbank's retained earnings
3. Recommend the following amount of dividends payable for the year 2019: RUB18.70 per ordinary share or Sberbank and RUB18.70 per preferred share of Sberbank
4. Submit the following resolution for approval by Sberbank's Annual General Meeting of Shareholders:
- approve the following distribution of Sberbank's net profit for 2019 after taxes in the amount of RUB856,245,128,235.47: pay RUB422,375,927,600.00 as dividends; the profit in the amount of RUB433,869,200,635.47 should remain part of Sberbank's retained earnings
- pay dividends for the year 2019 in the amount of RUB18.70 per share on Sberbank's ordinary shares, and in the amount of RUB18.70 per share on Sberbank's preferred shares.
The Supervisory Board resolved to propose that the Annual General Meeting of Shareholders of Sberbank approve setting May 14, 2020 as the date when persons entitled to dividends for the year 2019 are determined, and adopt a resolution on consent to the related-party transaction.
The Supervisory Board viewed the proposals submitted by shareholders of Sberbank on the candidates to be elected to the Supervisory Board at the Annual General Meeting of Shareholders on 2019 results. According to the banks' Charter, the Supervisory Board must feature 14 members.
The list of candidates to be elected to the Supervisory Board includes 15 people; eight of them can be recognized as independent directors, according to preliminary assessment of the Supervisory Board's HR and Remuneration Committee:
1. Valery Goreglyad, Chief Auditor of the Central Bank of the Russian Federation
2. Nadezhda Ivanova, Head of the Bank of Russia Main Branch for the Central Federal District
3. Sergey Ignatiev, Advisor to the Chairman of the Central Bank of the Russian Federation
4. Maksim Oreshkin, Minister of Economic Development of the Russian Federation
5. Anton Siluanov, Minister of Finance of the Russian Federation
6. Herman Gref, CEO, Chairman of the Executive Board of Sberbank
7. Bella Zlatkis, Deputy Chairman of the Executive Board of Sberbank
8. Esko Tapani Aho, Senior Adviser, East Office of Finnish Industries (Independent Director)
9. Leonid Boguslavsky, professional investor (Independent Director)
10. Philip Gudgeon, Managing Partner at Oliver Wyman in Russia and the CIS (Independent Director)
11. Nikolay Kudryavtsev, Rector of Moscow Institute of Physics and Technology (National Research University) (Independent Director)
12. Alexander Kuleshov, President of Skolkovo Institute of Science and Technology (Independent Director)
13. Mikhail Kovalchuk, President of Kurchatov Institute (Independent Director)
14. Gennady Melikyan, Honored Economist of the Russian Federation (Independent Director)
15. Nadya Christina Wells, Independent Investment and Corporate Governance Consultant (Independent Director).
The Supervisory Board proposed that the Annual General Meeting of Shareholders of Sberbank on 2019 results be held in the form of a remote voting, if by the end of the deadline for sending voting ballots (no later than April 3) to persons entitled to participate in the voting a federal law will allow the bank's meeting to be held in the form of a remote voting. The Federation Council already approved a draft bill on March 14, 2020.
The Supervisory Board set April 24, 2020 as the date for holding the AGM; March 30, 2020 (cutoff time) was set as the date for determining (documenting) the individuals who have the right to participate in the AGM.
The meeting agenda was also approved to include five items: on approval of the 2019 Annual Report; on profit distribution and dividend payments for 2019; on choosing the company's auditor; on electing members of the Supervisory Board; on approval of a related party transaction (a deal to insure the bank's top managers' liability).
Shareholders can take part in the meeting by using electronic or paper ballots. If the federal law doesn't permit the bank to hold a meeting in the form of a remote voting by the end of sending out the ballot papers, the AGM will be held offline and in person, on April 24.
When sending out the ballot papers for voting, the bank will inform the shareholders about the meeting form, while taking into account the current legislation, not later than on April 3.