1. General Provisions
1.1. The Committee for Information Technology of Evrofinance Mosnarbank (hereinafter, the Committee) shall be a standing collective body of Evrofinance Mosnarbank (hereinafter, the Bank), established in accordance with the Board Resolution (Order No. 202 dated 27.07.2004), authorized to make decisions on matters falling within the scope of its authority pursuant to these Regulations.
1.2. These Regulations shall be reviewed and ratified by the Committee and approved by the Bank’s Board and shall be amended subject to resolutions of the Committee, approved by the Bank’s Board.
1.3. These Regulations determine the procedure for the establishment, the scope of authority, the general procedure of the committee, the procedure for holding the Committee’s meetings (in praesentia and in absentia) and executing its decisions.
1.4. The Committee is established for the purpose of facilitating the development of information technology (IT) in the Bank in accordance with the requirements of business plans, forging partner relations between the Bank’s divisions related to IT development, and promoting the development of the Bank’s IT infrastructure.
1.5. In its activities, the Committee shall be governed by the Bank’s Articles of Association, Board Resolutions, the Bank’s IT Policy, the Bank’s IT Strategy, and these Regulations.
1.6. Where necessary, the Committee’s decisions may be submitted to the Bank’s Board for approval.
2. Objectives of the Committee
2.1. Ensure that the Bank’s IT strategy is consistent with the Bank’s general development strategy and business plan.
2.2. Coordinate efforts to develop and implement the Bank’s IT policy and strategy, agree upon proposals and recommendations regarding IT development, and submit them to the Bank’s Board for consideration and approval.
2.3. Develop a consolidated opinion on relevant IT development issues in the Bank.
2.4. Agree upon the IT budget for the financial year and submit it for consideration and approval in accordance with the existing budgeting procedure.
2.5. Consider and approve the ITD activity plan, amend the ITD activity plan (change the composition and priority of projects in the ITD activity plan). Regularly review the implementation of the ITD activity plan.
3. Rights of the Committee
3.1. Coordinate activities to ensure the consistency of the Bank’s IT strategy with the Bank’s business plan.
3.2. Review and agree upon the Bank’s IT strategy and policy.
3.3. Where necessary, submit meeting materials to the Bank’s Board for review.
3.4. Submit proposals to heads of the Bank’s structural divisions and the Bank’s Board concerning the Bank’s IT development.
3.5. Request and receive from heads of the Bank’s structural divisions any information necessary for its activities.
3.6. Invite representatives of the Bank’s structural divisions to work at meetings of the Committee.
3.7. Initiate the setting up of dedicated working groups consisting of members of the Committee, specialists from the ITD and the Bank’s other divisions, to elaborate projects and proposals within the Committee’s scope of authority.
3.8. Approve the ITD’s activity plan.
3.9. Change the composition and priority of projects within the ITD activity plan taking into account the requirements of the Bank’s structural divisions, if such changes are consistent with Board resolutions or Bank orders. Changes in the priorities of ITD projects, individually set pursuant to Board resolutions or Bank orders, shall be submitted to the Bank’s Board.
3.10. Redistribute funds up to and including USD 200,000 between items of the ITD budget, if such changes are consistent with Board resolutions or Bank orders. The redistribution of funds between ITD budget items, individually set pursuant to Board resolutions or Bank orders, shall be submitted to the Bank’s Board.
3.11. Submit off-budget IT projects to the Bank’s Board for decision-making.
4. Duties of the Committee
4.1. Ensure the consistency of the Bank’s IT strategy with the objectives of the Bank’s business plan.
4.2. Facilitate the processes of IT development in the Bank in conformity with the requirements of the Bank’s business plans.
4.3. Ensure the efficiency of implementation of the Bank’s IT strategy and the efficiency of interaction between the ITD and the Bank’s business units.
5. Committee structure
5.1. The Committee shall consist of employees appointed pursuant to Bank orders.
5.2. Members of the Committee shall exert positive influence on the Bank’s IT development process, be aimed at keeping a dialogue, constructive work, and cooperative relations.
5.3. Decisions to change the structure of the Committee shall be made at Committee meetings. Changes in the Committee structure shall be approved by Bank orders. Reasons for expulsion from the Committee may include, e.g., failure to comply with Committee decisions or systematic failure to attend Committee meetings (over 50% in a year) without a reasonable excuse.
5.4. Chairman of the Committee, deputy chairman, and technical secretary shall be appointed pursuant to Bank orders to organize the work of the Committee.
5.5. Chairman of the Committee shall direct the work of the Committee, determine matters to be considered at Committee meetings, convene and chair Committee meetings, issue instructions to Committee members, and represent the Committee on the Bank’s Board.
5.6. Deputy chairman of the Committee shall ensure the organization of the Committee’s work along the lines determined by Committee chairman and shall perform the duties of Committee chairman in his absence.
5.7. Members of the Committee shall submit proposals related to the lines and plan of the Committee’s work, fulfill instructions for the development of draft recommendations, participate in the studying and discussion of recommendations and other materials produced as a result of the Committee’s activities, and fulfill other instructions resulting from these Regulations and the Committee’s activity plan.
5.8. The technical secretary of the Committee shall aggregate incoming proposals regarding the Committee’s activity plan, inform Committee members about planned activities, communicate to the information falling within the Committee’s scope of authority, exercise control over the execution of decisions passed at its meetings, execute minutes of meetings and documentation, inform Committee members regarding the date, time, place, and agenda of the next Committee meeting, and publish all materials of Committee meetings in the IT Committee e-Room (hereinafter, the e-Room).
6. Organization of the Committee’s work
6.1. The Committee shall operate in accordance with the tasks described in section 2 of these Regulations.
6.2. The work of the Committee shall be based on the agenda of the meeting approved by Committee Chairman or Deputy Chairman.
6.3. The Committee shall meet as may be necessary but at least once every 4 months.
6.4. The agenda of every next meeting and materials concerning the matters to be discussed by the Committee shall be prepared and published in the e-Room.
6.5. Members and secretary of the Committee shall have access to matters submitted to the Committee in the e-Room.
6.6. Materials concerning matters submitted to the Committee at the initiative of its members or invited persons shall be submitted to the technical secretary of the Committee in electronic form or in hard copy, upon being endorsed by Committee Chairman or, in his absence, by Deputy Chairman.
7. Committee meetings held by poll in the e-Room
7.1. In order to save time, the Committee shall meet first by remote poll in the e-Room and then in the form of a meeting, regarding matters requiring discussion in praesentia.
7.2. The technical secretary of the Committee shall be responsible for the completeness of information presented in the e-Room only if such information has been presented to him by Committee members.
7.3. During the discussion, Committee members shall ask questions, specifying the person to whom the question is addressed, and provide their comments. To arrive at a decision on an item, Committee members may ask additional questions directly via the telephone and receive respective answers.
7.4. The duration of discussion and voting in the e-Room shall be 3 business days. During said time, Committee members shall make decisions based on information presented in the IT Committee e-Room and vote FOR, AGAINST, FOR SUBJECT TO A CONDITION (the condition to be included in the minutes by the technical secretary), or a request to submit the item to a meeting in praesentia.
7.5. After the voting is closed in the e-Room, the technical secretary shall include in the agenda of the in-praesentia meeting of the Committee matters requiring discussion in praesentia.
8. In-praesentia meetings of the Committee
8.1. The following may be submitted to an in-praesentia meeting of the Committee:
– annual (semiannual) reports on the activity of the ITD, strategic matters and the Bank’s IT strategy, draft IT budget, and other matters related to the Bank’s IT activities;
– matters voted AGAINST or not voted on by more than half of Committee members participating in absentee voting;
– matters voted on IN FAVOR, SUBJECT TO A CONDITION, at an in-absentia meeting (in this case, the member of the Committee initiating the matter may be the initiator of in-praesentia discussion);
– matters discussed earlier in the regular course of business regarding which a number of comments and differences arises.
8.2. In exceptional cases, in-praesentia meetings of the Committee may discuss matters not included in the agenda, upon consent of the majority of the attending Committee members. Otherwise, such matters shall be recorded in the minutes, subject to their discussion at the next meeting.
8.3. Matters on the agenda of a Committee meeting shall be discussed in the following order:
– Report by a Committee member or invited person on a matter on the agenda;
– Answers by the speaker to questions from Committee members;
– Discussion of an agenda item of the meeting;
– Proposals on a draft resolution on a matter under discussion;
– Voting on a resolution;
– Counting the votes and determining the results of voting;
– Announcement of the voting results and decision made on the issue of the meeting agenda.
9. Decision-making procedure
9.1. Meetings of the Committee shall be competent if attended by more than half of its members.
9.2. Resolutions on matters submitted for discussion by the Committee shall be passed by a show of hands, by a simple majority of attending members of the Committee.
10. Minutes of the meeting
10.1. The draft minutes shall be executed and agreed upon by all members of the Committee in the e-Room.
10.2. Upon approval by all members of the Committee, the minutes shall be executed by the technical secretary of the Committee.
10.3. The minutes of the Committee meeting shall contain, in addition to other mandatory details according to the current latest version of the Bank’s Workflow Instruction:
– information regarding the place, registration number, and form of the meeting;
– the list of persons responsible for resolutions passed;
– voting results.
10.4. The registration number of the minutes shall be its consecutive number starting from the beginning of the year.
10.5. The date of the minutes shall be the date on which the meeting is held or the date on which the resolution is passed by absentee voting.
10.6. The minutes, approved by Committee members, shall be signed by Committee Chairman or a substituting person and the Committee secretary. The sheets of the Minutes (except for the last sheet) shall be initialed by the Deputy Chairman of the Committee.
10.7. Upon being signed, the minutes shall be scanned and published in the e-Room.
10.8. The technical secretary of the Committee shall be charged with the safekeeping of the original minutes of the Committee.
10.9. Upon expiration of the safekeeping term of the file (containing Committee minutes) according to the Nomenclature, original minutes shall be submitted for archival storage together with other documents.
