Gazprombank (Switzerland) Ltd (the "Bank") is subject to, and acts in compliance with, all relevant Swiss legal and regulatory requirements regarding corporate governance as well as the market best practices.
The Bank's corporate governance principles are designed to lead the Bank towards sustainable growth and profitability, and to protect the shareholder's and other stakeholder's interests.
As mandated by the Swiss banking law, the Bank operates under a strict dual board structure comprising of the Board of Directors ("BoD") and the Executive Management Board ("EMB"). The separation of responsibilities between the BoD and the EMB is clearly defined in the Bank's Organizational Guidelines and Regulations ("OGR"). The OGR, adopted by the BoD based on article 716b of the Swiss Code of Obligations and article 20 of the Bank's Articles of Incorporation, constitute the Bank's primary corporate governance guidelines.
The BoD is the Bank's most senior body of the Bank and is ultimately responsible for the Bank's strategic development and supervises and monitors the business, whereas the Executive Management Board has executive management responsibility. The functions of Chairman of the BoD ("Chairman") and the Chairman of the EMB / Chief Executive Officer ("CEO") are assigned to two different people, ensuring a separation of power. This structure establishes checks and balances and preserves the institutional independence of the BoD from the day-to-day management of the Bank, for which responsibility is delegated to the EMB under the leadership of the CEO. No member of the BoD may simultaneously be a member of the EMB and vice versa.