Structure of the Supervisory Board
The Supervisory Board is composed of directors who have the experience and professional skills required to oversee implementation of the Exchange’s strategy.
In accordance with the Exchange’s Charter, the number of members of the Supervisory Board is set by the resolution of the General Meeting of Shareholders. Currently, the Supervisory Board of Moscow Exchange is comprised of 12 members.
The Supervisory Board is managed and administered by the Chairman of the Supervisory Board.
The Chairman is elected/re-elected by the members of the Supervisory Board from among the Board membership, by a majority vote.
The following committees were formed by the Supervisory Board for preliminary consideration of key issues and preparation of recommendations for the Supervisory Board:
- Strategy Planning Committee;
- Audit Committee;
- Nomination and Remuneration Committee;
- Budget Committee;
- Technical Policy Committee;
- Risk Management Committee.
Members of the committees are selected annually from among the members of the Supervisory Board. Four of the six Supervisory Board Committees are headed by independent directors; the Audit Committee and the Nomination and Remuneration Committee are composed only of independent directors. Non-Board member IT experts are also invited to participate in the Technical Policy Committee.
In 2019, an Interim Corporate Governance Committee was created as a working group on revision of the shareholder agreement with respect to NSD. The main task of the committee was to prepare amendments to the shareholder agreement with respect to NSD and develop corresponding recommendations for the Supervisory Board. Following the signing of the shareholder agreement by NSD shareholders, the Interim Committee was dissolved.
The Supervisory Board is comprised of members who have the experience and professional skills required to oversee implementation of the Exchange’s strategy. Members of the Supervisory Board of the Exchange are experts in financial market infrastructure, international organized trading, IT in the financial sector, operational and financial risk management, financial reporting and budgeting. They also have skills in personnel policy and modern approaches to incentivizing top managers.
Following the election at the 2019 Annual General Meeting of Shareholders, the Supervisory Board included five independent directors who met all the independence criteria set forth in the Listing Rules (no relationship with the Exchange, its significant shareholders, significant competitors, or counterparties, as well as no relationship with the government), and seven non-executive directors. At the first meeting, two additional directors were qualified as independent directors, notwithstanding existing formal relationship with counterparties. Oleg Viyugin is also a member of the Board of Directors of the National Association of Securities Market Participants (NAUFOR) and Mikhail Bratanov is a member of the Board of Directors of the National Financial Association (NFA), for which the Exchange is a significant counterparty.
The Exchange did not receive information related to conflict of interests of Supervisory Board members and Executive Board members (including those relating to the participation of the said persons in the governing bodies of the Exchange’s competitors).