Corporate governance

The general meeting of the Exchange’s shareholders is the supreme governing body of the company. At general meetings, resolutions on strategic issues are adopted. The scope of questions related to the competence of general meetings of shareholders is determined by the federal law On Joint Stock Companies and the Exchange’s charter.

In 2014, the Exchange held two general meetings of its shareholders. An absentee extraordinary general meeting took place on 10 February at which shareholders adopted new versions of the company’s charter, provisions for the Supervisory Board and guidelines on remuneration and compensation of its members, with good corporate governance practices introduced therein. The EGM also approved the D&O liability insurance agreement for the Moscow Exchange Group, which was on the agenda of the EGM due to the fact that all members of the Supervisory Board were beneficiaries under this agreement.

At the annual general meeting on 26 June shareholders:

  • approved the 2013 annual report;
  • made resolutions on profit distribution and dividend payment for 2013 with the dividend amount standing at RUB 2.38 per ordinary share;
  • approved Ernst & Young Vneshaudit, representing one of the world’s largest international accounting firms, as the company’s auditor for 2014;
  • elected members of the Supervisory Board and revisions commission;
  • adopted a new version of the company’s charter to bring it in line with recent amendments in legislation and the corporate governance code;
  • decided on remuneration for members of the Supervisory Board and revisions commission;
  • approved new versions of the Executive Board and revisions commission charters which replaced outdated and irrelevant versions;
  • approved new versions of charters for the Supervisory Board and guidelines on remuneration and compensation of its members;
  • approved transactions with Exchange’s subsidiaries and long-term partners, i.e., those transactions deemed related-party transactions under law;
  • decided to terminate Exchange’s membership in the Russian Exchange Union following cessation of the union.

In 2014, the Exchange completed the buyback of its 99 852 660 shares (4.2% of the share capital) from its fully-owned subsidiary MICEX-Finance. Following retirement of the shares, existing shareholders’ proportional ownership of the company’s equity and their return on capital increased. This action also strengthened corporate governance by preventing voting with these shares.

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