Corporate governance

In accordance with the law On Joint Stock Companies, shareholders holding at least 2% of the Exchange’s voting stock are entitled to propose candidates to the Supervisory Board. The number of such candidates cannot exceed the permitted number of Board members. The Exchange’s charter stipulates that such proposals must be submitted to the Exchange within 60 days after the end of the financial year.

Shareholders had to submit proposals for candidates to be elected at the 2014 AGM by 1 March 2014.

The number of Supervisory Board members to be elected at the 2014 AGM was fifteen.

The Exchange’s Supervisory Board must consider proposals for candidates nominated and decide on whether or not to include the candidates on the AGM voting list within five days after the period determined for sending proposals ends, or by 6 March in 2014.

Any candidates nominated must be included on the voting list, except when:

  • Shareholders fail to meet the deadline for submitting proposals set forth in the law On Joint Stock Companies;
  • Shareholders do not hold the percentage of voting stock required by the law On Joint Stock Companies;
  • The proposal does not comply with requirements stipulated in the law On Joint Stock Companies.

By close of business on 1 March 2014, the Exchange had received proposals for 15 candidates to the Supervisory Board to be elected at the 2014 AGM. All candidates were included on the AGM’s voting list.

After the candidates are elected as Supervisory Board members, they are given a brochure with the overall description of the company; the vision, mission and corporate values of the Exchange; its product offerings, revenue structure and trading volumes. The brochure also contains information on the Exchange’s share structure and Moscow Exchange Group’s major companies; the corporate governance system; collegial bodies; principles of operation for the Supervisory Board, its commissions and Executive Board; biographies of the Supervisory Board and Executive Board members and other relevant information.

To improve activities performed by Supervisory Board, a special session was arranged in 2014 for Supervisory Board members. Terry Waymouth, a business coach at the UK Institute of Directors, was invited to participate in the session to discuss and find solutions for issues relating to corporate governance in the current context, the role of a director and supervisory board and necessary steps to ensure high efficiency of the board activities.

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