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RESOLUTION OF BOARD OF THE NATIONAL BANK OF UKRAINE

of November 30, 2020 No. 153

About approval of the Regulations on requirements to provisions and reports on remuneration of members of the supervisory board and bank board

According to Articles 7, of 15, 56 Laws of Ukraine "About the National Bank of Ukraine", article 7 of the Law of Ukraine "About banks and banking activity", to Articles 33, 52 Laws of Ukraine "About joint-stock companies", for the purpose of establishment of requirements to provisions and reports on remuneration of members of the supervisory board and the Board of the National Bank of Ukraine bank board decide:

1. Approve Regulations on requirements to provisions and reports on remuneration of members of the supervisory board and bank board which is applied.

2. To impose control over the implementation of this resolution on the First Deputy Chairman of the National Bank of Ukraine Ekaterina Rozhkova.

3. The resolution becomes effective from the date of, its official publication following behind day.

Chairman

K. Shevchenko

Approved by the Resolution of Board of the National Bank of Ukraine on November 30, 2020 No. 153

Regulations on requirements to provisions and reports on remuneration of members of the supervisory board and bank board

I. General provisions

1. This Provision is developed according to the Laws of Ukraine "About the National Bank of Ukraine", "About banks and banking activity", "About joint-stock companies" and establishes requirements to provisions and reports on remuneration of members of the supervisory board (further - council) and bank boards (further - board).

2. In this Provision terms are used in such value:

1) remuneration - material payment in cash and/or action of non-cash stimulation of the member of council or board (further - governing body) for execution of the job responsibilities assigned to it which includes all fixed and/or variable components of remuneration provided by conditions of the governing body concluded between such member and bank of the agreement (contract)/decision of general meeting of participants (shareholders) of bank (further - general meeting) / the supreme body of national bank (for members of council) or the decision of council (for board members);

2) payments for dismissal - the compensation payments connected with early agreement cancelation (contract) with the member of governing body at the initiative of bank and possible restrictions of its activities after the termination of its powers [if such payments are provided in the agreement (contract)];

3) the supreme body of national bank - the body which exercises control of corporate laws of the state in national bank performs functions of the supreme body of management of national bank and within which competence decision making about establishment of amount of remuneration of members of the supervisory board of national bank, introduction of compensation and incentive payments is;

4) variable remuneration - constituting remunerations of the member of governing body which is not the fixed remuneration according to this Provision;

5) committee on remuneration - committee of council on questions of determination of remuneration to officials of bank or committee on questions of appointments and remunerations to officials of bank;

6) the program of stimulation - material payment in cash and/or action of non-cash stimulation of the member of governing body based on in advance certain criteria which is one of components of remuneration and can include benefits package or privileges in cash/non-cash form (provision of housing or compensation of costs for housing, compensation for expenses on insurance, pension assignments, providing with the official car or compensation for expenses on use of the car in the office purposes, provision of goods and/or services free of charge or on preferential price);

7) system of remuneration - set of actions of material stimulation and non-material encouragement of the members of council and board aimed at providing effective corporate management, risk management, accounting of strategic objectives of bank and assistance to respect for corporate values;

8) system of non-cash stimulation - set of actions of bank for provision to members of governing body in non-cash form of the fixed and/or variable remuneration for professional services;

9) the fixed remuneration - constituting remunerations of the member of governing body, which at the same time:

has in advance determined size in accordance with the terms of the civil or employment contract (contract) signed between bank and the member of governing body, or the staff list of bank;

corresponds to the level of working experience, the place of the member of governing body in organizational structure of bank and to the level of its responsibility;

does not depend on results of activities of bank;

is guaranteed and it cannot be changed, cancelled, detained or requested for return by bank, except as in cases, stipulated by the legislation from Ukraine;

has transparent and clear conditions of determination, charge and payment;

has permanent nature of payment during the entire period of accomplishment by the member of governing body of its functions in bank;

does not stimulate to acceptance of risks which are not acceptable in case of usual conditions.

Other terms in this Provision are used in the values given in the Laws of Ukraine "About banks and banking activity", "About joint-stock companies" and regulatory legal acts of the National Bank of Ukraine (further - National Bank) concerning corporate management in bank.

II. Requirements to regulations on remuneration

3. The regulations on remuneration of members of governing body (further - regulations on remuneration) shall describe system of remuneration of members of governing body.

4. The regulations on remuneration are the internal document of bank which:

1) the evaluation procedure of accomplishment of these criteria determines the basic principles of the system of remuneration of members of governing body implemented in bank making remunerations (introduction only of the fixed remuneration or combination of the fixed and variable remuneration), structure of such remuneration (types of the fixed and variable remuneration), criteria of determination of the size and/or procedure of payments of amount of remuneration (separately by each type of the fixed and variable remuneration);

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