Corporate Governance Structure

Alfa-Bank recognizes three main corporate governance bodies: the Shareholders’ Meeting, the
Board of Directors and the Executive Committee.

General
Shareholder’s Meeting

General Shareholders’ Meeting is supreme governing body of Alfa-Bank. General Shareholders’
Meeting pass decisions on principal issues of the Bank’s performance such as amendments to the
Bank’s Charter, issue of new shares, election of the Board of Directors and determining of Board
of Directors numerical composition, approval of external auditors and distribution of profit.

Board of Directors

The Board of Directors performs supervisory functions and develops the Bank’s strategy as well
as decides general matters except for those falling within Terms of reference of General
Shareholders Meeting.

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Staff and Remuneration Committee

The Staff and Remuneration Committee reports to the Board of Directors and
drafts recommendations on key appointments and remuneration of the members of the Bank’s governance bodies. The main function of the Staff and Remuneration Committee is to
contribute to appointment of highly qualified specialists at the management positions and to
provide incentives to their work.

Staff and Remuneration Committee

The Staff and Remuneration Committee reports to the Board of Directors and
drafts recommendations on key appointments and remuneration of the members of the Bank’s governance bodies. The main function of the Staff and Remuneration Committee is to
contribute to appointment of highly qualified specialists at the management positions and to
provide incentives to their work.

Audit Committee

The Audit Committee provides assistance to the Board of Directors in
overseeing internal audit and financial reporting processes, as well as in assuring high quality
of corporate governance system, and in maintaining of efficient corporate control.

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Risk Committee

The Risk Committee of the Board of Directors is responsible for preliminary consideration, analysis and proposals to the Board of Directors of the following key subjects:
oversight the risk and capital management strategу, establishing risk appetite, monitoring the effectiveness of the risk management system, improvement of risk-culture and “Three lines of defence” model, IRB models and validation.

Executive bodies:
Chairman of the Executive Board

The Chairman of the Executive Board and the Executive Board are responsible for
operational control over the Bank and cover all matters related to the day-to-day management of the
Bank except for those falling within the competence of General Shareholders’ meeting and Board of
Directors.

Executive Board

The Chairman of the Executive Board and the Executive Board are responsible for
operational control over the Bank and cover all matters related to the day-to-day management of the
Bank except for those falling within the competence of General Shareholders’ meeting and Board of
Directors.

Executive Board Committees

Strategic Risk Committee;
Chief Credit Committee;
Retail Credit Committee;
Management Committee on operational risk;
Tender Committee;
Asset and Liability Management Committee;
Investment Committee;
Credit Committee;
Planning-Budget Committee;
IT Tasks Steering Committee;
Special Products Sales Management Committee;
Regional Business Development Committee

The rights, duties, responsibilities and procedures of the General Shareholders’ Meeting, the Board of Directors
and the Executive Board as well as the committees installed by the Board of Directors and the Executive Board
are specified in respective regulations and documents on these corporate governance bodies, which are available
under Corporate Governance section.