VTB Group Management

VTB Group is a leading international financial group, with its member companies offering a wide spectrum of financial services and products in 17 countries of Europe, Asia and Africa.

VTB Group includes JSC VTB Bank (hereinafter referred to as "VTB" or "the Bank"), credit and financial institutions in the charter/share capitals of which the Bank holds more than 50 per cent of the total number of voting shares, and which are classified, pursuant to the laws of the country of their incorporation, as credit institutions (i.e. institutions engaged in banking operations), or financial institutions (i.e. institutions which are not classified as credit institutions but provide financial services).

Presently, VTB has more than 50 per cent participation in the authorized capitals of 12 credit and 9 financial institutions.

In France and Germany, VTB Group is represented by the banks which are members of VTB Group Sub-Holding established on the basis of VTB Bank (Austria) AG. VTB Branches and subsidiaries are located in India, China and Singapore. Also, VTB operates in the Vietnamese market through Vietnam-Russia Joint Venture Bank ("VRB"). VRB does not actually belong to VTB Group but the Bank can considerably impact its activities due to a large holding of VRB shares.

VTB Group Organizational Chart 
(including VTB Bank (Austria) AG Sub-Holding and Vietnam-Russia Joint Venture Bank)
as of 01.01.2009



Financial Institutions Lending Institutions Foreign Branches
Russia
OJSC VTB-Leasing
100%

CJSC Bank VTB 24
98%

CJSC UDC
100%

OJSC Bank VTB North-West
100%

CJSC VTB-Development
100%

MultiCarta Ltd.
100%

CJSC VTB Capital
100%

VTB Insurance Ltd.
100%

VTB Factoring Ltd.
100%
CIS
JSC VTB Bank (Georgia)
77,6%

JSC VTB Bank (Ukraine)
99,89%

Subsidiary JSC VTB Bank (Kazakhstan)
100%

CJSC VTB Bank (Armenia)>
100%

CJSC VTB Bank (Belarus)
67,9%

JSC VTB Bank (Azerbaijan)
51%
Europe
ITC Consultants (Cyprus) Ltd.
100%

Russische Kommerzial Bank AG
100%

Euroleasing GmbH
63%

Russian Commercial Bank (Cyprus) Ltd.
100%

VTB Bank (Austria) AG
100%

VTB Bank (France) SA
87,04%

VTB Bank (Deutschland) AG
100%

VTB Capital plc
93,91%
Asia & Africa

VTB Capital (Namibia) (Pty) Ltd.
50,03%


Singapore branch

Banco VTB-Africa S.A.
66%

JSC VTB Bank branch in New Delhi (India)

Vietnam-Russia Joint Venture Bank
49%

JSC VTB Bank branch in Shanghai (China)

VTB Group includes the Bank, as well as lending and financial institutions in the charter/share capital of which the Bank holds more than 50 per cent of the total number of voting shares, and which are classified, pursuant to the laws of the country of their incorporation, as lending institutions (i.e. institutions engaged in banking operations), or financial institutions (i.e. institutions which are not classified as credit institutions but provide financial services).
* VRB does not actually belong to VTB Group but the Bank can considerably impact its activities due to a large holding of VRB shares.


VTB Group governance is aimed at getting the fullest possible benefit from the Group's competitive strengths, increasing its share of the target markets, enhancing its performance and, strengthening VTB Group capitalization.

In terms of integration, VTB Group is currently implementing the Strategic Holding Model which primarily implies sharing an overall strategic vision, major concepts and best practices against a background of somewhat limited integration and process centralization. Under the model, VTB Group, in particular, should have a common development strategy of all its companies, a single brand, centralized financial and risk management, coordinated budgeting and reporting systems, with a focus being placed on sharing best practices and applying the same standards.

VTB Group management system is founded on the Matrix Approach which allows managing the Group along two axes:

  • Administrative management - management of the subsidiary companies as legal entities within VTB Group organizational structure; and
  • Functional management - management within business areas and other functional areas at the Group as a whole.

A fundamental management mechanism used in VTB Group is its corporate governance, i.e. implementation of the Bank's rights as a major shareholder through participating in the management bodies of its subsidiaries. A sort of additional management mechanism is functional coordination of VTB Group main business areas, including support and control areas (e.g., risk management, planning, budgeting and management reporting, brand, internal control and audit).
Such additional management mechanisms are applied in order to achieve the greatest synergy effect within the Group, to share the best practices among VTB Group member companies acting alongside certain business lines, and to limit the risk exposure. Functional coordination also facilitates knowledge and experience exchange among the companies within the Group, and allows pooling the resources available to materialize certain projects. Fundamental coordination helps create common standards, principles and limits to be applied to certain business lines of VTB Group activities.

A major coordination and advisory body for VTB Group companies is VTB Group Management Committee ("the Management Committee"). Among the Management Committee members are heads of VTB Bank and its subsidiaries. The main objective of the Management Committee is to approve strategic and financial guidelines of VTB Group development, key standards, approaches and principles of the Group functioning, before they are approved by the relative authorities of VTB Group companies.

In order to provide a platform for an in-depth and expert analysis of VTB Group performance, the Management Committee has set up Coordination Commissions in major business lines of the Bank performance, such as ALCO, Risk Management, Internal Control and Audit, etc. Among their members are professionals from VTB Group member companies; they are run by heads of the Bank's relative divisions. It is within the terms of reference of such Commissions to identify the best practices and find the ways of applying them. The proposals submitted by the Commissions are to be further approved by the Management Committee.

VTB Group governance system is designed to fully comply with the corporate and antitrust local legislation of VTB Group member companies. Thus, the regulation on VTB Group Management Committee stipulates that no decision to be made thereby can limit the competition on the markets where VTB Group companies operate. Nor can they violate the local legislation and by-laws of these companies. Abiding by the civil law, VTB Group governance system is founded on the principle of its members' independence.

Over the past period of 2008, the most significant events in streamlining VTB Group governance system have been as follows:

  • extending VTB Group definition (to include non-banking financial institutions) and upgrading VTB Group governance model;
  • formalizing VTB Group governance mechanisms in its by-laws;
  • developing and implementing standardized systems of business planning and reporting among the Group's companies, common funding principles, single standards in lending and in relations with financial institutions;
  • streamlining the Management Committee's procedures, including the mechanisms of its decision documenting and implementing; rotating its membership to reflect new companies in VTB Group.

VTB has persistently been improving VTB Group governance system through the application of the best world practices in holding companies' management. The following steps in this direction are planned to be made in 2009 - 2010:

  • to further improve VTB Group corporate governance through upgrading the efficiency of Supervisory Councils and Boards of Directors; implementing the Institute of Corporate Secretaries; promoting the Codes of Corporate Conduct and the Codes of Ethics, as well as other corporate governance regulations based on shared principles);
  • to streamline the organization structures in VTB Group member companies;
  • to further unify the policies and procedures applied at VTB Group, especially in customer relationships, product offering, limit setting, reporting, complying with the standards, monitoring and control;
  • to optimize the reporting system and document flows within VTB Group, to implement the Customer relationship management and consolidated system of management reporting at VTB Group.