Corporate Governance

The Bank’s governance bodies are committed to rigorous observance of the rights and legitimate interests of the Banks and focus on increasing the asset value and improving the Bank’s financial stability and profitability.

The Bank’s governance bodies secure the rights of the Bank shareholders to receive true and accurate information regarding the Bank in compliance with the procedure set by Russian law.

According to the Bank’s Articles of Association, the Bank’s supreme management body is the General Shareholders Meeting.

Main documents regulating activities and defining authorities of the General Shareholders Meetings are the Federal Law On Joint Stock Companies, the Bank of Russia regulations, the Bank’s Articles of Association and Regulations on the General Shareholders Meeting.

For more information regarding the held General Shareholders Meetings, go to >>>.

According to the Bank’s Articles of Association, the Bank’s Board of Directors is in charge of the general management of the Bank’s operations.

Main documents regulating activities and defining authorities of the Board of Directors are the Federal Law On Joint Stock Companies, the Bank of Russia regulations, the Bank’s Articles of Association and Regulations on the Board of Directors.

The Board of Directors is headed by the Chairman of the Board of Directors.

The Bank’s Board of Directors sets up various committees to enable making informed and efficient decisions.

The following committees operating under the Bank’s Board of Directors have been established:

• The Audit Committee under the Gazprombank Board of Directors
• The Compensation Committee under the Gazprombank Board of Directors

For more information regarding the held Meetings of the Board of Directors, go to >>>.

The Bank’s executive bodies include the Chairman of the Management Board and the Management Board.

Main documents regulating activities and defining authorities of the executive bodies are the Federal Law On Joint Stock Companies, the Bank of Russia regulations, the Bank’s Articles of Association and Regulations on the Executive Bodies.

The Board of Directors and executive bodies are responsible for the observance of the corporate governance principles.

According to the current Russian legal requirements, the Bank has established the internal control system, combining the internal control units and divisions to ensure compliance with the goals set out by Russian law, the Bank’s Articles of Association and internal documents.

The setup procedure and authorities of the internal control bodies are defined by Russian law, including the Bank of Russia regulations, the Bank’s Articles of Association and internal documents.

The Bank’s internal control system includes:

The Internal Control Department (Compliance Service), operating by virtue of the Bank’s Articles of Association, Regulations on the Internal Control Department (Compliance Service) and the Bank’s Compliance Policy.

For more information regarding activities of the Internal Control Department (Compliance Service), go to >>>.

Bank GPB (JSC) Professional Securities Market Participant Controller – O.V. Ivleva, Deputy Department Head, Internal Control Department (Compliance Service)

Pursuant to the decision made by the Chairman of the Management Board, the Internal Control Department (Compliance Service) performs the functions of a controller of the professional stock market operator and exercises internal control aimed at prevention of illegal use of insider information and market manipulation.

Pursuant to the resolution of the Bank’s Board of Directors, the Internal Control Department (Compliance Service) performs the functions of a controller of the Bank’s specialized depository.

• The Internal Audit Department, operating by virtue of the Bank’s Articles of Association, Regulations on the Internal Control System of Gazprombank (Joint Stock Company) and Regulations on the Internal Audit Service.
• The Revision Commission, operating by virtue of the Bank’s Articles of Association and Regulations on the Revision Commission.
• Other Bank’s bodies, business units and employees, performing the internal control functions by virtue of the Bank’s Articles of Association (including the Chief Accountant of the Bank and stand-alone structural unit responsible for anti-money laundering and combating the financing of terrorism).

Efficient risk management is one of the key factors of the Bank’s sustainable development and delivery of its strategic goals. The Bank has set up the Risk Management Service that includes independent units responsible for risk management.

The main document regulating the risk management procedures in the Bank is the Group Risk and Capital Management Strategy approved by the Bank’s Board of Directors.

Bank Group

Efficient management of operations across the entire Bank Group is an integral part of corporate governance.

Main Bank documents regulating corporate governance of the companies that belong to the Bank Group are:

• Regulations on Representation of Bank GPB (JSC) Interests in Management Bodies and Revision Commissions of Commercial Organizations Which Shares (Stakes) Are Owned by Bank GPB (JSC)
• Non-Commercial Organizations Where Bank GPB (JSC) Acts as a Member (Founder).

Efficient management within the entire Bank’s Group is an integral part of corporate governance.

Instrumental Bank’s documents regulating corporate governance of the Group’s companies include as follows:

Regulation on representation of Bank GPB (JSC) in management bodies and internal audit commissions of commercial organizations, where Bank GPB (JSC) owns equity, and non-commercial organizations, where Bank GPB (JSC) is a member (founder).

Regulation on Corporate Governance Controls over Subsidiaries and Controlled Companies of Bank GPB (JSC).

At the end of 2020, the Bank launched the Human Capital Transformation Program. It will apply to every employee of the Bank. The fourth industrial revolution, which has now embraced the entire world community, is changing the view on the role of a person in companies. The speed of change is at its peak, and the ability of employees to create and proactively change becomes critical to success. Changes in human consciousness and processes are the main challenge of digital transformation. Many companies are now looking for an answer to the question on how to create an efficient working environment for the future? To respond to new challenges, Gazprombank launched the Human Capital Transformation Program. The initiatives under the Program will prepare the Bank’s employees for work in a digital organization that the Bank plans to become.

Purpose of the Program:

• On personal level: To make sure that a critical mass of employees forms a belief that they have every opportunity to achieve their capacity for the benefit of the organization and their own growth, as well as to create the necessary tools for the implementation and development of their abilities.

• On corporate level: To create conditions in the Bank for maximum unlocking of the potential of people in order to increase their efficiency and influence on the financial result. To create effective HR tools for managers.

In addition to the key business outcome of the Human Capital Transformation Program – growth of net operating income per employee – the important metrics of the Program include achievement of the highest results in terms of the employer brand development, keeping the level of staff turnover at the market minimum among similar enterprises in the financial sector and growth of KPI coverage and HR processes automation. Our goal is not only to maintain a leading position among employers in the financial sector, but also to become one of the Top 3 employers in the digital sector.

The tasks of finding qualified specialists in the market, adaptation of personnel, raising the level of qualifications and training of employees in the field of breakthrough technologies, development of mechanisms for goal-setting, motivation and retention of key specialists are also our priorities.

In 2020, the Bank’s mission and values were formulated. A large campaign to promote values was carried out, and a special landing page was launched on the corporate portal to inform about the internal corporate projects representing our values.

Feedback from employees is very important for the Bank. In 2020, two massive studies were conducted. More than 14.5 thousand employees took part in the Bank’s first ever survey on engagement, loyalty and satisfaction. Based on the survey results, an action plan was drawn up to correct underperformance and pain points of employees. In the fall of 2020, a corporate culture survey was conducted, in which more than 10,000 employees took part to assess the GPB culture against the culture of a perfect employer. The outcome of the study will form the basis of a model for the transition to the target corporate culture.

In 2020, we implemented projects aimed at forming and developing the employer brand of Gazprombank: we created an employer brand strategy, determined a positioning territory, developed a value proposition (EVP) and other attributes of the HR brand pyramid and prepared a communication strategy to promote the employer brand.

Much attention was paid to transforming key channels of interaction with potential candidates and external audience: we created a branded Gazprombank page on HH.ru, changed the Career section on the Bank’s official website and set up our own Digital Portal – GPB Space – an open space for getting to know the IT and Digital Bank team and projects to attract professionals and build direct communication with startups that we have a special focus on.

One of the key tasks of the personnel policy was focus on attracting IT specialists.

Gazprombank became the official partner of Digital Breakthrough, the All-Russian competition for IT Specialists and a flagship project of the presidential platform “Russia: the Land of Opportunities”, in which 45,000 IT specialists from 85 regions of Russia took part. As a result of the competition, the Bank received 175 prototypes of solutions in intracorporate communications, streaming analytics, digital workflow, as well as geoinformation systems, artificial intelligence and other areas. Two pilot projects were launched with winning teams.

To attract young IT professionals, special projects were implemented:

• Frontend development schools, with best graduates being employed by the Bank.

• Digital Lecture Hall, where experts and managers of Gazprombank shared their experience and knowledge in digital transformation in an online format, conducted workshops and answered questions.

• Techno Camp, 6 and 9 months-long paid internship programs led by an experienced mentor for those who already have basic IT knowledge and are looking to gain experience in one of four key IT areas: development, testing, analytics or maintenance. Based on the internship results, the best candidates will be offered permanent employment with the possibility of rapid career growth.

In 2020, the HR business partnership institute was further developed. HR business partners in retail, information and digital technology, risk and corporate sectors engage in direct day-to-day interaction with business customers at various levels, which contributes to a deeper understanding of the current and long-term business needs in terms of human resource management.

Gazprombank traditionally strives to create optimal conditions for efficient work of its employees.

In March 2020, after the announcement of an epidemic threat, the Bank set up an Operational Headquarters for a quick response and organization of anti-epidemic measures.

The Bank quickly introduced new digital communication channels. Almost on the first day after the announcement of pandemic restrictions in Russia, a landing page was launched on the corporate Intranet portal, which contains up-to-date information on the organization of the Bank’s work and important changes. A telegram channel for employees was launched, with more than 10,000 subscriptions during the very first days. To support employees, a 24-hour hotline via phone and e-mail was set up to provide advice on coronavirus issues. In 2020, the renovation of the main digital communication channel – the Intranet portal – began; the launch of the new MVP version is scheduled for April 2021.

Thanks to the promptly built infrastructure for remote work, the Bank was able to transfer more than 50% of its employees to home working in the shortest possible time. Special benefits, uninterrupted provision with personal protective equipment and regular PCR testing for COVID-19 were organized for Bank employees working in offices. We launched On My Way, a service to search for companions to commute, using mathematical modeling, organized corporate car sharing, introduced taxi compensation and provided transportation to work and home using a corporate vehicle fleet.

The merits of the Bank’s HR team have been noted by the professional community for several years already. In 2020, according to Forbes, the Bank ranked fifth among the best employers in Russia, ahead of not only colleagues in the financial sector, but also the largest industrial and technology companies. According to Forbes Woman, Gazprombank was among the Top 10 Russian employers for female careers, creating the most comfortable conditions for women. At the end of 2020, Gazprombank received the Randstad Award for the fourth time as the Most Attractive Employer in Financial Services.

In 2020, Gazprombank conducted its first time ever large-scale survey on personnel engagement, loyalty and satisfaction. It covered over 14.5 thousand employees. Gazprombank is in the Top 25% segment for all indicators, in comparison to benchmarks (banking industry and tech companies). 

Satisfaction was measured by 5 metrics: pay, working conditions, interest in work, safety and comfort at work.

The results of the study confirmed a number of hypotheses, made it possible to identify growth zones and draw up a roadmap to improve underperformance. Some work is already underway: A motivation system for the retail business is changing, transparent career tracks and individual development plans are being created. Among the important growth areas that have come to the fore during the pandemic is balancing work and personal time and space.

List and Main Provisions of the Bank’s Social Programs

The Bank’s social and labor relations are subject to labor legislation, the collective agreement and internal regulations on the principles of balanced partnership between employees and employer. The Bank’s social policy is aimed at ensuring social protection of employees and creating safe working conditions.

The Bank provides voluntary health insurance (VHI) programs for all employees.

The VHI program includes full pregnancy and maternity allowance.

In 2020, following the introduction of anti-epidemic restrictions, the telemedicine service was added to the VHI program for the Bank’s employees – round-the-clock access to specialists on duty to resolve health-related issues.

Favorable VHI program allows to insure two family members at the Bank’s corporate tariff rates.

To support its employees, the Bank provides financial assistance to parents with many children, single parents and parents of disabled children and also gives young mothers the opportunity to choose flexible working hours.

Employees enjoy one-time baby bonus payout and material assistance on a monthly basis during the period of parental leave until the child reaches the age of 3.

Other programs of personnel benefits and support include additional payouts during disability period, leave incentive payments, material assistance in difficult life circumstances (death of relatives, raising disabled children, being a single parent), a lump-sum retirement benefit, assistance in emergency circumstances, etc.

The Bank has a Non-State Pension Program. As of January 1, 2021, almost 50% of the Bank’s employees participate in the Program.

The system of remuneration and motivation of the Bank’s employees combines material and non-material incentives and is aimed at:

• ensuring the financial stability of the Bank through the establishment of a unified procedure for payments to employees, taking into account the qualifications, labor quality and merits, results achieved vs. risks assumed, as well as the performance of individual divisions and the Bank as a whole;

• attraction and retention of employees with experience and qualifications corresponding to the nature and scale of operations performed by the Bank, the level and combination of risks assumed;

• motivation of employees to accomplish the tasks set by shareholders and management.

When developing the incentive system, the Bank considers the best Russian and international practice (including the recommendations of the Basel Committee on Banking Supervision), as well as the regulations of the Bank of Russia.

The remuneration forms and system take into account the opinion of the trade union organization. The amount and procedure for wage payment, incentive and compensation payouts are regulated by the current legislation of the Russian Federation, the Labor Code of the Russian Federation as well as the following basic documents:

• Articles of Association of Gazprombank (Joint Stock Company).

• Collective Agreement of Gazprombank (Joint Stock Company) for 2017–2023.

• Resolutions of collegial governing bodies.

• Regulations on Personnel Remuneration and Motivation in Bank GPB (JSC) dated November 09, 2016, No. I/100.

• Regulations on Remuneration of Board Members of Bank GPB (JSC) (approved by Resolution of the Board of Directors of Bank GPB (JSC) dated December 29, 2015 (Minutes No. 27).

• Procedure for determining the size, forms and calculation of non-fixed part of remuneration for risk-taking employees and internal control and risk management employees in Bank GPB (JSC) (approved by Decision of the Board of Directors of Bank GPB (JSC) dated December 29, 2015 (Minutes No. 27).

• Order “On Fulfillment of Requirements of the Bank of Russia Instruction No. 154-I dated June 17, 2014, “On procedure for assessing the remuneration system in a credit institution and sending to a credit institution an order to eliminate violations in its remuneration system” dated December 22, 2016, No. 203 (as amended).

• Regulations on Social Guarantees and Benefits for Employees of Bank GPB (JSC) dated June 07, 2017, No. I/45 (as amended).

• Procedure for Non-State Pension Program for Employees of GPB (OJSC) dated September 26, 2012, No. I/65 (as amended).

• Employment contracts with the Bank.

The Bank regularly reviews the Bank’s local regulations, including in terms of remuneration and motivation of key personnel, risk-taking employees as well as internal control and risk management employees. The recommendations are aimed at ensuring the compliance of the remuneration system with the approved strategy, the nature and scale of operations, the performance results, the level and combination of risks assumed.

In accordance with the Bank’s Articles of Association, significant decisions on remuneration are within the terms of reference of the Board of Directors, including:

• approval of the Bank’s general payroll for the next calendar year subject to the legislation of the Russian Federation and contracts and agreements concluded by the Bank, the development strategy of the Bank and GPB Group, the nature and scale of their operations, as well as market trends in remuneration of employees in the banking sector as a whole, as well as in certain activities;

• establishment of the procedure for determining the size, forms and calculation of remuneration for the Chairman of the Management Board, Board members and other risk-taking employees, as well as internal control and risk management personnel;

• control over payment of big remuneration.

The Bank’s remuneration structure consists of a fixed part which is based on market conditions, qualifications, work complexity, responsibility scope and nature and a non-fixed part depending on the achievement of the established KPIs by the Bank as a whole, as well as by separate divisions and employees.

The KPIs developed in the Bank are designed to take into account the interests of the Bank’s shareholders as much as possible, reflect the priority and balanced goals of the Bank’s activities, the scale of its business, the level and combination of risks assumed.

At the level of the Bank as a whole, long-term and current KPIs are applied. Long-term KPIs are used to build a balanced remuneration system subject to the magnitude of the risks assumed and the stability of the capital base over the long run (in particular, they include the rating stability of the Bank and the achievement of capital adequacy targets). The current KPIs are used to take into account the Bank’s development priorities over a one-year horizon.

The total amount of the non-fixed part of the remuneration for the Bank includes:

• basic part (depends on the Bank’s achievement of long-term and short-term KPIs, as well as compliance with capital adequacy ratios);

• variable part (depends on the adjusted profit according to international financial reporting standards).

The target payroll for the non-fixed remuneration is determined at the stage of financial planning. The actual payroll of the non-fixed remuneration depends on the achievement of the corresponding KPIs by the Bank in the reporting year. Payments are made depending on individual performance and personnel assessment results.

The actual non-fixed payments are made to risk-taking employees and other employees of the Bank’s business units basing on the financial performance, as well as the risks they take. The Bank has the right to significantly reduce or cancel non-fixed payments in the event of a negative financial result or any facts of fraud, wrongdoing, causing losses to the Bank or damage to its business reputation, as well as any other abuse on the part of employees.

A part of non-fixed payments to Board members and other key employees of the Bank is reserved annually with the possibility of adjusting or non-payment of the reserved part of remuneration to the employee. The criteria for non-payment of the reserved part of remuneration are established by local regulations of the Bank.

Traditionally, the Bank pays great attention to non-material incentives – public recognition of the merits of our employees.

The Bank annually assigns honorary titles and distinctions to employees: “Excellent Employee of Bank GPB (JSC)”, “Best Employee of the Year”, certificates of honor, thank-you letters are awarded by the Chairman of the Bank’s Management Board. Information about the best employees is posted on the Honor and Pride Board of the Bank. In 2020, the Honor and Pride Board was transferred to the online format. Publication of employee success stories on the Bank’s page in the GPB Life Instagram became a new feature of 2020.

The Bank has relied on its own competence in personnel selection for years. In 2019-2020, the Bank automated the recruitment process, which made it possible to increase the efficiency of interaction between recruiters and hiring managers and to increase the rate of filling vacancies.

To expand the pipeline of candidates and attract more motivated employees to the Bank, the REFriending referral program was launched at the beginning of 2020, which provides an opportunity for Bank employees to propose their acquaintances and former colleagues for vacancies announced in the referral program on a competitive basis.

Traditionally, the Bank pays much attention to personnel development. In 2020, following the introduction of pandemic restrictions to ensure the continuity of the educational process and provide equal opportunities for employees of the Head Office and branches, almost all training was transferred to the online format, while the list of open recruitment programs was significantly expanded. The Bank is currently implementing a total of 587 training programs.

The training programs are aimed at developing modern skills, strengthening the leadership potential of the Bank’s managers, comprehensive training of employees on professional topics, as well as regular training of the Bank’s front office employees in sales and service.

More than 90% of employees joined training programs of the Bank in 2020.

Welcome events are held on a regular basis for new employees, such as Welcome Day.

Serious attention is paid to prevention of money laundering and financing of terrorism trainings.

Taking into account the new realities, including those associated with the transfer of a significant part of employees to remote work, a separate training course on Information Security was developed. Training on this course began at the end of 2020 and will continue in 2021. The corporate Intranet portal contains applicable instructions, such as “Rules of Remote Work”, “How to Safely Work in the System of Remote Access to the Bank’s IT Resources from the Internet” and “How to Safely Use Conference Calls”.

Career Opportunities

One of the key areas of the Human Capital Transformation Program is My Career project. It is intended to create effective tools for the Bank’s employees to manage their career.

An important step in this direction is the launch of career models, which will not only create an environment for unlocking the potential of the Bank’s mass employees, but also attract and retain the best professionals. The Retail business of Gazprombank became the vanguard in this direction.

The Bank is carrying out a large-scale program to transform the entire Retail business. The transformation is not only about business products and services, but also about employees. It becomes increasingly difficult to surprise a client with a special product now, and people are the most important resource for the Bank. The quality of the employees’ work is the key to the success of the entire Bank. Career model and integral personnel assessment allow to objectively assess achievements and provide new opportunities.

Transparency, openness and accessibility of career growth are major drivers of employee engagement and motivation. Consequently, by launching career models, the Bank creates conditions under which each Gazprombank employee will be able to plan his/her career path in accordance with his/her professional experience and expertise. Gazprombank career models are typical routes of movement between positions, allowing employees to plan their career development. 

The Bank operates GPBTransform Platform projects that have won a number of industry awards.

The GPB Transform platform for the comprehensive development of the employee personality consists of three areas aimed at developing personal and professional skills, meeting colleagues from other departments and cities, team working and expanding horizons.

• As part of Power Transformation, there are “Race of Heroes”, #GPBrun Running Club and new projects in #stayhome format – GPB_PROmen and GPB_PROwomen.

• Spirit Transformation 2020 added fine arts to dancing, acting and photography that have already won the love of employees. 143 employees from the Head Office and branches have gone through their transformation process lasting 3 months.

• Mind Transformation includes GPB Intellectory (inspiring speakers from various fields, such as business, culture and art, science and others every week gather an audience of several hundred employees), GPB Quiz – about 1,000 employees took part in quizzes in 2020, What? Where? When? – a team of employees from different units represented the Bank in Intellectual Cup games in 2020.

• In the fall of 2020, Gazprombank’s first esports tournament took place. Seasoned pros, promising young esportsmen, novice players and all those who are weary of the coronavirus reality met in a cyberspace to measure their strength on the playing fields of FIFA, CS:GO and DOTA2.

• In 2020, #GPBkrudobra volunteer program was launched – each employee can choose whom he wants to help. We cooperate with charities, arrange volunteer visits to nursing homes and children’s homes, collection of things and much more.

• Lectures on environmental education are held on such topics as eco-waste, greenwashing and zero waste.

• On the occasion of the 75^th anniversary of the Victory in the Great Patriotic War, #GPBpomnit remembrance campaign was held.

In pursue of safe and comfortable work environment, the Bank developed internal standards for occupational health and safety – Regulation on Occupational Health and Safety Management System, Occupational Health and Safety Guidelines, Regulation on Personal Protective Equipment. All materials can be found on the Corporate Intranet Website.

Each Bank staff member at the commencement of employment undergoes briefings on occupational health and safety (introduction and initial workplace training), which is confirmed by signatures in corresponding record books.

Briefings on occupational health and safety are carried out regularly.

The Bank employees shall observe requirements of the Regulation on Occupational Health and Safety Management System, occupational health and safety, internal code of labor conduct and follow the instructions of a division head and employees in charge of occupational health and safety in the Bank.

The Bank has a concise action plan for employees in the event of an accident in the Bank. Details can be found on the Corporate Intranet Website.

BANK GPB (JSC) POLICY FOR OCCUPATIONAL HEALTH AND SAFETY

The Bank identifies the safe work environment, protection of employees’ lives and health during their work activities as a top-priority of occupational health and safety.

The Bank guarantees the observance of all national regulations on occupational health and safety, provisioning of all financial, material and technical resources required to create conditions for achieving goals and commitments in occupational health and safety.

Occupational health and safety goals

• Protect employees’ lives and health and ensure safe conditions compliant with national regulations on occupational health and safety at each workplace.

• Achieve consistent and continuous decrease of work accidents, prevent deterioration of employees’ health, and reduce occupational disease risks.

• Ensure the compliance with the requirements of Russian laws, local regulations and Collective Agreement on Occupational Health and Safety.

• Continuously enhance and improve efficiency of the Occupational Health and Safety Management System.

• Maintain control over the observance of occupational health and safety requirements in the Bank.

• Ensure efficient functioning and improvement of the Occupational Health and Safety Management System in the Bank.

• Raise awareness and expertise among the Bank’s employees; involve them in the Bank’s occupational health and safety management system.

Occupational health and safety commitments

To achieve the declared goals, Bank GPB (JSC) commits to the following:

• arranging trainings on occupational health and safety and occupational health and safety requirements knowledge checks at the Bank costs;

• holding briefings on occupational health and safety in a timely fashion;

• developing and approving occupational health and safety guidelines and revising them in a timely fashion;

• developing and conducting special assessment of working conditions;

• informing employees about conditions at workplaces and existing risks of work-related health damage;

• establishing guarantees and compensations to employees in accordance with the Labor Code of the Russian Federation;

• organizing and conducting employees’ health observation, including conducting mandatory initial (at the commencement of employment) and regular medical checks and mental health evaluations at the Bank’s costs in accordance with the labor legislation of the Russian Federation and other federal laws and regulations;

• organizing and provisioning employees with personal protective equipment to protect from injuries and illnesses, prevent and mitigate exposure to harmful and hazardous workplace factors;

• demanding that subcontractors operating in interests of Bank GPB (JSC) comply with federal-, regional-, and corporate-level regulations for occupational health and safety