Corporate Governance

Shareholder of the Bank

Corporate Governance

The State represented by the Ministry of Finance of Ukraine is the Sole Shareholder of the Bank owning 100% of the Bank’s shares

Corporate Governance Principles

Corporate Governance Principles

The State shall exercise its rights as the Bank’s owner, and the Bank management bodies shall act in keeping with the world’s best corporate governance practices, including OECD Guidelines on Corporate Governance of State-Owned Enterprises, Corporate governance principles for banks by Basel Committee on Banking Supervision and Guidelines on Internal Governance by European Banking Authority, which shall be implemented in the scope allowed by the imperative provisions of the applicable laws of Ukraine.

The Bank is developing its own Corporate Governance Principles (Code) which shall be published on the website upon approval thereof by the Bank’s Sole Shareholder.

Governing bodies:

  • General Meeting of Shareholders (the supreme governing body of the Bank).
  • Supervisory Board of the Bank is elected by the general meeting of shareholders from shareholders or their representatives.
  • Management Board of the Bank is an executive body of the Bank, which supervises its current activity.

Controlling bodies:

  • Audit Committee oversees the financial and economic activities of the Bank's branches and representative offices.
  • Internal audit service is an independent structural division of the Bank, which is the body of operational control of the Supervisory Board.

Instruments of incorporation and bylaws

Time and order of payment of dividends are defined in the Statute of JSC CB "PRIVATBANK"

Statute

Link

Loan Policy Regulations of JSC CB “PRIVATBANK” approved by the Supervisory Board of March 23, 2018

Link

JSC CB “PRIVATBANK” Policy on Matters Concerning Regulatory Compliance in the Area of Prevention and Counteraction to Legalization (Laundering) of the Proceeds of Crime, Terrorist Financing and Financing Proliferation of Weapons of Mass Destruction

Link

Financial discipline

Financial discipline

Bank's activities are subject to review by audit firms authorized in accordance with the law to carry out such inspections. Financial statements, which are submitted to the NBU, are annually reviewed by the auditor, which has been certified by the NBU to audit banking institutions.

Bank relationships with local governance and controlling authorities, law enforcement and tax authorities are carried out in accordance with the current legislation of Ukraine.

Integrity

Integrity

In its activities, the Bank takes into account the interests and contributes to the prevention of conflicts between stakeholders: shareholders, directors, investors, staff and clients of the bank, as well as dialogue and open discussion between the Management Board and the Supervisory Board of the bank.

The organizational structure of the Bank includes all necessary forms of control to build an effective and coherent mechanism: by shareholders, the Supervisory Board, the Management Board and the Audit Committee, the Internal Audit Service over the various activities of the Bank. Separation of powers, competences and subordination of governing bodies, as well as the principles of their cooperation, are enshrined in the Articles of Association of the Bank and the regulations on the governing bodies.

More detailed information about the basics of the activities of Bank governing bodies can be found on the website n the chapters dedicated to relevant bodies.

In their work, members of the Bank's governing bodies try to avoid conflicts of interest.

In the event of a potential conflict of interest, presence of economic or financial interest in the transaction, directors of the Bank shall promptly notify the Supervisory Board.

Decisions regarding transactions with related parties are the responsibility of the Supervisory Board of the Bank, which ensures market conditions for such operations.

Bank operates in accordance with the highest standards of professional conduct, which are enshrined in the Code of Conduct, which is available on the website.

Time and order of payment of dividends are defined in the Statute of JSC CB "PRIVATBANK"

Time and order of payment of dividends are defined in the Statute of JSC CB "PRIVATBANK"

Bank's income is derived from proceeds from banking activities after coverage of interest, tangible and similar costs, labour costs, as well as payment of taxes envisaged by the legislation of Ukraine, and other payments to the budget. Net income received after the mentioned settlement is in full possession of the Bank.

The order of distribution of the net profit and loss is determined by the highest body of the Bank in accordance with its Articles of Association and the applicable laws of Ukraine.

Dividends are paid to shareholders from net profit of the Bank in proportion to the total number of shares they hold. Dividends are paid from the net profit in the reporting year and / or retained earnings in the amount established by resolution of the General Meeting of the Bank, within a period not exceeding six months from the resolution on payment of dividends adopted by the General Meeting of the Bank.

For each payment of dividends the Supervisory Board of the Bank sets the date when the list of persons entitled to receive dividends will be formed, the procedure and terms of such dividends’ payment. Date when the list of persons entitled to receive dividends is prepared shall not precede the date of the resolution on payment of dividends. The list of persons entitled to receive dividends shall be made in accordance with the laws on the depository system of Ukraine.

Bank shall notify the persons entitled to receive dividends of the date, the amount, procedure and terms of payment by sending simple letters by post. Within 10 days after decision on payment of dividends, the Bank shall notify the stock exchanges, where the Bank is registered, of the date, the amount and terms of paying dividends.

In the event the shareholder disposes of his shares in the shareholder after the date of preparation of the list of persons entitled to receive dividends, but before the date of the payment of dividends, the right to receive dividends shall be retained by the person specified in this list.

Information disclosure

In compliance with the laws in force, PrivatBank guarantees the confidentiality of information related to operations, accounts, and deposits of its clients and correspondents. All bank officers must protect bank confidentiality.

PrivatBank publishes its quarterly balance sheets and profit and loss statement on the official web-site within the month following the accounting quarter.

PrivatBank publishes its audited annual financial statements on its official web-site no later than 1st of June of the year following the accounting year.

PrivatBank’s accounting year begins on the 1st of January and ends on the 31st of December.Comprehensive information sources about activities carried out by PrivatBank are available on its web-site and via annual financial statements. Other information on our web-site:

Annual reports
Details of Annual General Meetings of shareholders
PrivatBank’s Articles of Association and bylaws