Structure of the Supervisory Board
Since the date of the most recent AGM, i.e. 27 April 2016, Moscow Exchange’s Supervisory Board has comprised 12 members (there were previously 15 members on the Board).
The Supervisory Board is managed and administered by the Chairman of the Supervisory Board, who is elected by the members of the Supervisory Board from among themselves, by a majority vote of the members of the Supervisory Board participating in the meeting when the election takes place.
For preliminary consideration and development of recommendations on the most important matters, the Supervisory Board set up the following commissions:
- The Strategic Planning Committee;
- The Audit Committee;
- The Nomination and Remuneration Committee;
- The Budget Committee;
- The Technical Policy Committee; and
- The Risk Management Committee.
The Committees are formed annually from among the members of the Supervisory Board. Five out of six committees are chaired by independent directors; the Audit Committee and the Nomination and Remuneration Committee comprise independent directors only. Additional IT experts are invited to participate in the Technical Policy Commission.
Members of Moscow Exchange’s Supervisory Board are experienced professionals who are able to implement its strategy. They are experts in financial market infrastructure, the international industry of organised trading, financial information technologies, operational and financial risk management, financial reporting and budgeting processes. They also have competencies in personnel management and current approaches to incentivising top management.
After the 2016 Annual General Meeting of Shareholders, the Supervisory Board included five independent directors who met all the criteria of independence as set forth in the Listing Rules (no relations with the Company, major shareholders, major competitors or counterparties or with the government), six non-executive directors and the Chairman of the Executive Board of Moscow Exchange. In 2016, one director was qualified as independent following the expiration of a three-year period after receiving remuneration other than for serving as a member of the Supervisory Board, which is applied as a criterion for director independence.
Moscow Exchange has no information on any conflicts of interest (related also to membership in management bodies of Moscow Exchange’s competitors) on the part of members of the Supervisory Board or the Executive Board.