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Corporate Governance
Shareholder of the Bank
The State represented by the Cabinet of Ministers of Ukraine is the Sole Shareholder of the Bank owning 100% of the Bank’s shares
Corporate Governance Organizational Chart
Supervisory Board
Members of the Board
Nils Melngailis
Chairman of the Supervisory Board (independent member)
Mr. Melngailis has substantial and diverse banking sector experience in management positions and as a senior advisor in several European countries. He has led complex bank and system-wide transformation projects, especially in the field of restructuring of bank assets and fundraising. He has served as an independent director of a number of financial institutions, including as Chairman of the Supervisory Board in one of the leading banks in the Baltic region.
Artem Shevalov
Deputy Chairman of the Supervisory Board (representative of the State from the Cabinet of Ministers of Ukraine). Member of the Transformation Committee
Mr. Shevalev has experience working in an international public banking environment at the intersection of the private and public sectors. He is a member of EBRD Board of Directors, deputy executive director of EBRD (Switzerland, Ukraine, Serbia, Montenegro, Lichtenstein, Uzbekistan, Turkmenistan). He was at the origin of the public banking sector reform in Ukraine and among the key ideologists and authors of the Fundamentals of the Public Banking Sector Reform (2016).
Zbigniew Jagiello
Member of the Supervisory Board (independent member). Member of Audit Committee, Member of Corporate Governance, Remuneration and Nomination Committee
Mr. Jagiello, one of the most respected managers in Poland, for more than ten years, headed PKO Bank Poland - the largest banking group in Poland and CEE - which was transformed from a traditional bank (under State control) into a dynamic fintech. Earlier, for many years connected with the capital market (among others Pioneer Investment - the largest asset manager in Poland).
Nadir Shaikh
Member of the Supervisory Board (independent member). Chairman of Audit Committee, member of Risk Committee, member of Corporate Governance, Remuneration and Nomination Committee
Mr. Shaikh has extensive experience in banking (39 years of experience at Citigroup in 7 countries, including six years of experience at Citibank Ukraine), successfully implementing transformation, corporate governance, crisis management, and achieving growth in challenging and unstable environments.
Mihai Ionescu
Member of the Supervisory Board (independent member). Chairman of the Transformation Committee, member of Audit Committee, member of Risk Committee
Mr. Ionescu has more than 20 years of experience in investment banking and senior management in global investment banks such as Deutsche Bank and Credit Suisse as well as deep exposure to the banking sector in Central and Eastern Europe through his work at Raiffeisen Bank. Most recently, Mr. Ionescu served as Head of DB Romania, where he was also the Chairperson of DB Global Technology. Mr. Ionescu successfully completed landmark transactions such as the privatization of Banca Agricola with Raiffeisen Bank, IPO of BRD Societe Generale, the acquisition of Finansbank by the National Bank of Greece. He oversaw NPL acquisitions in Romania of c. €3.3bn which resulted in a significant reduction of the banking sector non-performing loan exposure. Mr. Ionescu holds an MBA (honors) from the Wharton School, studied Economics at The University of Oxford, St. Antony’s College, and completed the Public Leadership Credential at the Harvard Kennedy School.
Federico Russo
Member of the Supervisory Board (independent member). Chairman of Risk Committee, member of Audit Committee, member of the Transformation Committee
Mr. Russo has more than 38 years of experience in the banking sector with UniCredit Group in 4 Countries, including 11 years of work experience in the Ukrainian market with the successful implementation of transformation projects and bank management in crisis and post-crisis periods.
Volodymyr Lytvyn
Member of the Supervisory Board (independent member). Chairman of Corporate Governance, Remuneration and Nomination Committee, member of Risk Committee, member of the Transformation Committee
Mr. Lytvyn has comprehensive management experience (about 20 years) in the banking, State, and government sectors, with expertise in banking and international finance and experience in establishing effective cooperation with international financial organizations and implementing reforms in the banking and financial sectors.
Yuliia Metsher
Member of the Supervisory Board (representative of the State from the President of Ukraine). Member of Risk Committee, member of Corporate Governance, Remuneration and Nomination Committee, member of the Transformation Committee
Ms. Metsher has over 20 years of legal experience, of which 15 years in the State-owned JSC Ukreximbank, also at managerial positions. She, inter alia, has gained practical experience in joint-stock company reorganization, dispute resolution with banks and corporate dispute resolution.
Sergiy Oleksiyenko
Member of the Supervisory Board ( representative of the State from the Parliamentary committee for the financial,tax and customs policy). Member of Risk Committee, member of Corporate Governance, Remuneration and Nomination Committee, member of the Transformation Committee
Mr. Oleksiyenko has more than 20 years of experience at managerial positions at leading investment companies in Ukraine. He organized a series of M&A and capital raising transactions by Ukrainian companies valued at more than US$3 billion in total. Mr. Oleksiyenko has significant experience in the structuring of complex transactions at the capital market of Ukraine. During 2014 - 2020 he was a part of the Naftogaz team and successfully implemented several strategic projects for the group. Mr. Oleksiyenko has considerable practical experience in profound transformation and enhancing companies’ transparency.
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.
Corporate Governance Principles are set out in the Corporate Governance Code, which is published on the website.
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
Statute
LinkLoan Policy Regulations of JSC CB “PRIVATBANK” approved by the Supervisory Board of March 18, 2019
LinkCode of Corporate Governance
LinkRelationship Framework between The Cabinet of Ministers of Ukraine and JSC CB PRIVATBANK
LinkREMUNERATION POLICY of Joint-Stock Company Commercial Bank “PrivatBank”
LinkFinancial 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
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"
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
