Corporate governance

Committees of the Supervisory Board work to deal in advance with principal matters reserved for the Board, and provide recommendations on them. The committees are composed annually of the Board members and other individuals. Each committee has independent directors. Lists of committee members given below are as of 31 December 2014.

Audit Committee

The primary purpose of the Audit Committee is to ensure the efficient work of the Supervisory Board of the Moscow Exchange in making decisions on issues concerning control over financial and economic activities.

The key objectives of the Committee are:

  1. Control, analysis and participation in consideration of issues in the area of bookkeeping reporting (financial statements);
  2. Control, analysis and assessment in the area of risk management and internal control;
  3. Maintenance of independence and impartiality in the area of internal and external audit;
  4. Control in the area of prevention of and response to mala fide actions of the company’s employees and third parties;
  5. Support to Moscow Exchange Supervisory Board members in controlling the Moscow Exchange and the Moscow Exchange Group companies’ business activities and their personal awareness of such activities.
  6. Preview, analysis, preparation and provision of opinions and recommendations to the Moscow Exchange Supervisory Board on issues with regard to functions and objectives of the Audit Committee.
  7. Preparation of assessment of the Moscow Exchange auditor’s opinion and submission of such assessment as the materials for the AGM of the Moscow Exchange.

Committee members:

Riess Rainer, Chairman

Nicola Jane Beattie

Mikhail Bratanov

Wang Yuan

Yuriy Denisov

Kirill Shershun

Nomination and Remuneration Committee

The primary purpose of the Nomination and Remuneration Committee is to foster effective decision-making by the Supervisory Board on matters concerning activities of the Exchange and other companies directly or indirectly controlled by the Exchange related to nomination of and remuneration paid to the members of supervisory boards and executive management bodies, other key executives and the members of the revision commissions.

The key objective of the Nomination and Remuneration Committee is preliminary review, development and provision of recommendations and conclusions to the Supervisory Board of the Exchange, to supervisory boards of Moscow Exchange Group companies regarding the following matters:

  • staff planning (succession planning), enhancement of professional composition and performance efficiency of supervisory boards;
  • efficient and transparent remuneration to the members of supervisory boards and the collegial executive body, as well as the person performing the functions of the sole executive body (hereinafter — the members of executive management bodies) and to other key executives;
  • priorities of Moscow Exchange and the Moscow Exchange Group activities in relation to nomination of and remuneration paid to the members of supervisory boards and executive management bodies, other key executives as well as the members of revision commissions;
  • policies and standards on choosing nominees to supervisory boards and executive management bodies, aiming at attracting qualified specialists;

Committee members:

Andrey Golikov, Chairman

Mikhail Bratanov

Sean Glodek

Yuriy Denisov

Bella Zlatkis

Alexey Kudrin

Sergey Shvetsov

Strategic Planning Committee

The primary purpose of the Strategic Planning Committee is to enhance efficiency of Moscow Exchange and its subsidiaries and affiliates, companies under direct or indirect control of Moscow Exchange in the mid-term and the long-term.

The key objectives of the Committee are:

  1. To enhance efficiency and quality of the Supervisory Board operations through preliminary consideration of and elaboration of recommendations regarding strategic planning issues within the competence of the Supervisory Board, and updating the Moscow Exchange Group’s current development strategy;
  2. To define strategic goals of the Moscow Exchange Group, control over implementation of the Moscow Exchange Group’s Development Strategy, adjustment of the Development Strategy;
  3. To establish strategic priorities of the Moscow Exchange Group and Moscow Exchange Group initiatives;
  4. To assess the performance of Moscow Exchange and Moscow Exchange Group companies over the mid-term and the long-term;
  5. To identify and assess the Moscow Exchange Group’s key business risks;
  6. To define the main source of financing;
  7. To manage the securities portfolio of Moscow Exchange and Moscow Exchange Group;
  8. To determine the principles of the Moscow Exchange Group’s regional policy.

Committee members:

Nicola Jane Beattie, Chairman

Alexander Afanasiev

Wang Yuan

Sean Glodek

Andrey Golikov

Yuriy Denisov

Jacques Der Megreditchian

Riess Rainer

Risk Management Committee

The primary purpose of the Risk Management Committee is to assist in improving management of operating, legal, reputational, strategic and other business non-financial risks that the Exchange and Moscow Exchange Group entities may face, with the view to enhance stability and operating efficiency of the Exchange.

Committee members:

Yuriy Denisov, Chairman

Mikhail Bratanov

Valery Goreglyad

Sergey Kozlov

Rainer Riess

Budget Committee

The primary purpose the Budget Committee is to ensure the Supervisory Board’s control over accumulation and spending cash funds intended for financial support to Moscow Exchange and companies part of the Moscow Exchange Group.

The key objectives of the Committee are:

1. To define the key principles for Moscow Exchange’s and the Group’s budgeting and budget spending;

2. To set up the target budget of Moscow Exchange and Moscow Exchange Group timely and accurately;

3. To secure day-to-day management in budgeting of Moscow Exchange and Moscow Exchange Group;

4. To assess effectiveness in budgeting of Moscow Exchange and Moscow Exchange Group.

Committee members:

Mikhail Bratanov, Chairman

Sean Glodek

Andrey Golikov

Sergey Kozlov

Andrey Ponomarev

Kirill Shershun

Evgeny Fetisov

Technical Policy Committee

The primary purpose of the Committee is to develop and enhance the efficiency of Moscow Exchange and Moscow Exchange Group operations through preparing recommendations and experts’ opinions for the Supervisory Board of the Moscow Exchange, Boards of Directors (Supervisory Boards) and their committees of Moscow Exchange Group companies regarding technical policy and IT and software solutions development in Moscow Exchange and Moscow Exchange Group companies.

The key objectives of the Committee are:

1. To foster efficient collaboration of Moscow Exchange and Moscow Exchange Group companies with on-exchange securities and commodities markets participants using Moscow Exchange’s software and hardware facilities on matters regarding technical policy and IT and software solutions development;

2. To optimise the processes for complete and comprehensive assessment of on-exchange securities and commodities markets participants’ demand for IT and software solutions development.

3. To coordinate the activities related to technical policy matters within Moscow Exchange Group and ensuring a centralised policy on matters falling within competence of the Committee.

Committee members:

Anatoly Karachinsky, Chairman

Vladimir Gibenko

Vladimir Kurlyandchik

Mikhail Khasin

Yury Yartsev

Sergey Putyatinskiy

Sergey Poliakoff

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