Principles of Corporate Covernance

OJSC Bank ZENIT's corporate governance principles meet the best international practices of corporate governance and constitute a level of functioning of supervision and control bodies, business culture and compliance with high ethical standards that are superior to effective law.

Corporate governance includes the general direction of the Bank's operations and is performed by the General Shareholders Meeting and the Board of Directors in collaboration with the Bank's executive bodies and other stakeholders (employees, lenders, depositors, other customers, partners, counterparties, bank regulation and oversight authorities, state authorities).

The Bank's key operating principle is that its governance/supervisory bodies, first and foremost, the Board of Directors, the Chairman of the Management Board and the Management Board of the Bank, protect shareholder rights and interests.

Below are the corporate governance principles OJSC Bank ZENIT adheres to:

• Compliance with current Russian law, regulatory acts, the Bank's Charter and internal documents.
• Respect for and protection of shareholder rights.
• Equal (subject to requirements of effective Russian law) treatment of the Bank's shareholders, including minority and foreign shareholders.
• Scheduled and proper disclosure of accurate information in compliance with effective Russian law, regulatory acts of the Central Bank of the Russian Federation, the federal securities market executive authority, requirements of trade institutors of the securities markets on which the Bank's securities are listed; and other requirements binding on the Bank.
• Distribution of powers among the Bank's governance bodies. Definition of their competence and accountability to demarcate direction functions between shareholders and the Board of Directors while management of the Bank's daily operations is a function conducted by its executive bodies.
• Accountability of the Board of Directors of the Bank to the General Shareholders Meeting and that of its executive bodies to the Board of Directors of the Bank.
• There must be at least one Independent Director on the Bank's Board of Directors who meets the requirements stated in the Bank's Charter.
• Performance of strategic governance of the Bank's activities and efficient control of the Bank's executive bodies by the Board of Directors.
• Achievement of the Bank's long-term strategic goals, improvement of its financial performance and increasing its asset value.
• Maintenance of an efficient internal control and audit system.
• Commitment to information and financial transparency of the Bank's operations.
• Efficient cooperation with the Bank's personnel toward resolution of social issues and provision of proper work conditions.
• Respect for ethical standards of business conduct.
• Commitment of members of the Board of Directors, members of the Bank's other governance and control bodies, officers and other personnel to honesty, fairness, high-level professionalism and responsibility while in pursuit of their duties.
• Commitment to openness and transparency of operation of subsidiaries and affiliates and hands-on application of key principles of corporate governance in such subsidiaries and affiliates.
• Active collaboration between the Bank and its investors, lenders and other stakeholders to increase the Bank's value, including increasing the value of its assets, price of its shares and other securities and enhancement of its reputation.