1. GENERAL PROVISIONS
1.1 The Banking and Information Technology Committee of Evrofinance Mosnarbank (hereinafter — the "Committee") is a standing collegial body of Evrofinance Mosnarbank (hereinafter — the "Bank"), established pursuant to the decision of the Bank's Management Board (Order No. 202 dated 27.07.2004, "On the Establishment of the Information Technology Committee and Enactment of its Charter," as amended by Order No. 277 dated 01.07.2026 regarding the approval of the organigram and organizational structure). The Committee possesses decision-making authority over matters within its purview as defined herein.
1.2 This Charter shall be reviewed and concurred upon by the Committee and approved by the Bank's Management Board. All amendments hereto shall be adopted by the Committee resolution subject to subsequent approval by the Management Board.
1.3 This Charter defines the establishment procedures, authorities, general operating framework, meeting protocols (both in-person and absentee ballot), and documentation standards for resolutions passed by the Committee.
1.4 The Committee is established to facilitate the development of banking and information technologies at the Bank in alignment with business plan requirements, foster partnership relations between divisions regarding technology advancement, and support the evolution of the Bank's IT infrastructure.
1.5 In its operations, the Committee shall be governed by the Bank's Articles of Association, Resolutions of the Management Board, and this Charter.
1.6 Where necessary, decisions of the Committee may be escalated for final approval by the Management Board.
2. COMMITTEE MANDATE
2.1 To ensure that the Bank's strategy concerning banking and information technologies aligns with the overall corporate strategy and business plan.
2.2 To coordinate the development and execution of the Bank's strategy in banking and information technologies; to review and endorse proposals and recommendations in this domain prior to their submission to the Management Board for consideration and approval.
2.3 To formulate a consolidated stance on critical issues pertaining to the development of banking and information technologies within the Bank.
2.4 To approve the draft annual budget allocation for information technology initiatives.
2.5 To review and concur on divisional project proposals related to banking and information technologies.
3. AUTHORITIES OF THE COMMITTEE
3.1 To coordinate efforts ensuring compliance of the Bank's technological strategy with the objectives outlined in the business plan.
3.2 To submit materials from Committee meetings to the Management Board for review when deemed necessary.
3.3 To issue formal submissions to the management of structural units and the Management Board regarding the strategic development of the Bank's technologies.
3.4 To request and obtain necessary operational data from Heads of structural units.
3.5 To invite representatives of structural units to participate in Committee sessions.
3.6 To mandate the formation of dedicated working groups comprising Committee members, IT Department specialists, and other bank personnel for the detailed analysis of projects and proposals within the Committee's scope.
3.7 To adjust the composition and prioritization of projects managed by the Information Technology Department (hereinafter — "ITD") based on input from structural units, provided such adjustments do not conflict with existing Management Board resolutions or internal orders. Any changes to priorities individually mandated by the Management Board must be escalated back to the Board for ratification.
3.8 To present off-budget projects to the Management Board for adjudication.
4. RESPONSIBILITIES OF THE COMMITTEE
4.1 To maintain alignment between the Bank's technological strategy and the quantitative/qualitative targets of the business plan.
4.2 To promote the advancement of banking and information technologies in accordance with the stipulations of the Bank's business plans.
4.3 To ensure the effective implementation of the technological strategy and efficient collaboration between the ITD and other business units.
5. COMPOSITION OF THE COMMITTEE
5.1 Membership consists of employees appointed via official Bank Orders.
5.2 Committee members are expected to contribute positively to technological development, engage in constructive dialogue, and operate under a collaborative mindset.
5.3 Changes to the membership roster require an official Bank Order.
5.4 A Chairman, Vice-Chairman, and Secretary shall be designated by Bank Order to manage administrative functions.
5.5 The Chairman presides over proceedings, determines the agenda items, convenes meetings, assigns tasks to members, and represents the Committee before the Management Board.
5.6 The Vice-Chairman oversees activities delegated by the Chairman and assumes all duties of the Chairman during periods of absence.
5.7 Members: propose topics and work plans; execute assignments regarding recommendation drafting; analyze and discuss outputs generated by the Committee; fulfill other obligations arising from this Charter and the work plan.
5.8 The Secretary: consolidates suggestions for the work plan; disseminates notices regarding upcoming events and relevant intelligence; monitors action item completion; prepares minutes and maintains records; informs members of session logistics (date, time, location, agenda); publishes all meeting materials on the Corporate Network Resource "\\efbank.local\root\BankApplications\WORKGROUPS\Комитет КБИТ" (hereinafter — the "Network Resource").
6. OPERATING FRAMEWORK
6.1 Activities are conducted in fulfillment of the Mandate set forth in Section 2.
6.2 Operations proceed according to an agenda formally approved by the Chairman or Vice-Chairman.
6.3 Meetings shall be held as required, but no less frequently than once every four months.
6.4 Agendas and supporting documents for forthcoming sessions are prepared and published on the Network Resource.
6.5 Access to the Network Resource containing deliberation materials is restricted to Committee members and the Secretary.
6.6 Materials submitted by initiating members or external invitees shall be delivered to the Secretary electronically or in hard copy, as further detailed in the Rules of Procedure (Appendix No. 1).
7. MEETING PROCEDURES
7.1 Agenda items shall be addressed in the following sequence:
- Presentation by a member or invited expert;
- Q&A session directed at the presenter;
- Open discussion of the topic;
- Proposal of potential resolutions;
- Formal vote;
- Tallying of votes and determination of results;
- Announcement of voting outcomes and the enacted resolution.
7.2 Sessions default to an in-person format. If circumstances warrant, the Chairman may authorize an absentee ballot conducted via electronic mail.
8. VOTING AND QUORUM
8.1 A quorum requires the presence of more than fifty percent (50%) of the total membership.
8.2 Decisions are rendered by open simple majority vote of members present.
9. MINUTES OF PROCEEDINGS
9.1 Draft minutes shall be circulated among all members for clearance.
9.2 Upon unanimous consent, the Secretary officially formats the record.
9.3 Minutes must contain, inter alia, mandatory requisites per the latest edition of the Bank's Records Management Manual:
- Venue, registration number, and modality of the session;
- List of accountable parties assigned to each resolution;
- Record of voting tallies.
9.4 The registration number corresponds to the sequential index starting January 1st annually.
9.5 The date recorded on the protocol is the actual date of the meeting.
9.6 Approved minutes are executed by the Chairman (or designee) and countersigned by the Secretary.
9.7 Executed copies are scanned and uploaded to the Network Resource.
9.8 Custody of original minute books rests with the Secretary.
9.9 Upon expiration of the retention period specified in the Divisional Nomenclature File Plan, original files are transferred to centralized corporate archives alongside other departmental records.
