APPENDIX Q - DIFFERENCE BETWEEN SOLE AND COLLEGIAL EXECUTIVE BODY
| Sole executive body
|
| Collegial executive body
|
Source: A-team analysis
APPENDIX R - СOMPLIANCE WITH THE REQUIREMENTS OF THE EXCHANGES LISTING RULES TO CORPORATE GOVERNANCE (1/3)
| Compliance with the requirements of the NYSE Listing Rules to corporate governance
| | NYSE requirements
| MSTT perfomance
| | Listed companies are required to hold an annual shareholders' meeting during each fiscal year (302.00).
| +
| | Listed companies must have a majority of independent directors (303A.01).
| -
| | To empower non-management directors to serve as a more effective check on management, the non-management directors of each listed company must meet at regularly scheduled executive sessions without management (303A.03).
| -
| | Listed companies must have a nominating/corporate governance committee composed entirely of independent directors (303A.04).
| -
| | The nominating/corporate governance committee must have a written charter (303A.04).
| -
| | Listed companies must have a compensation committee composed entirely of independent directors (303A.05).
| -
| | The compensation committee must have a written charter (303A.05).
| +
| | Listed companies must have an audit committee (303A.06).
| +
| | The audit committee must have a minimum of three members. All audit committee members must satisfy the requirements for independence set out in Section 303A.02 (303A.07).
| +
| | The audit committee must have a written charter (303A.07)
| +
| | Each listed company must have an internal audit function
| +
| | Shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto (303A.08).
| +
| | Listed companies must adopt and disclose corporate governance guidelines (303A.09)
| +
| | Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers (303A.10)
| +
| | Listed companies must have and maintain a publicly accessible website (307.00)
| +
| | Shareholder approval is required prior to the issuance of common stock (312.03)
| +
| | Each listing applicant must provide the Exchange with a letter from counsel representing that, to the company's knowledge, no officer, board member, or non-institutional shareholder with greater than 10% ownership of the company has been convicted of a felony or misdemeanor relating to financial issues (e.g., embezzlement, fraud, theft) in the past ten years (315.00).
| -
| Source: The NYSE Listed Company Manual, Company's data, A-Team analysis
APPENDIX R - СOMPLIANCE WITH THE REQUIREMENTS OF THE EXCHANGES LISTING RULES TO CORPORATE GOVERNANCE (2/3)
| Сompliance with the requirements of the MICEX Listing Rules to corporate governance
| |
|
| MICEX requirements
|
| MSTT performance
| |
| A1, A2-quotation lists
| B, C-quotation lists
| D-quotation list
|
| | Number of independent directors in the BoD
|
|
|
|
| | The Audit Committee
| +
| +
| -
| +
| | The Remuneration Committee
| +
| -
| -
| +
| | The collegial executive body
| +
| -
| -
| -
| | Responsibilities of board members, committee members and executives to disclosure information about ownership and transactions with issuer's securities
| +
| +
| +
| +
| | Approved internal document defining rules and disclosure requirements
| +
| -
| -
| -
| | Approved internal document defining use of internal information
| +
| +
| -
| +
| | Internal control department
| +
| +
| -
| +
| | Term of the notice of the annual meeting is defined in the Charter
| +
| +
| +
| +
| | Source: Requirements of the MICEX Listing Rules to corporate governance, Company's data
| | Compliance with the requirements of the LSE Listing Rules to corporate governance
| | LSE requirements
| MSTT performance
| | The annual report should include:
| | a statement of how the board operates, including a high level statement of which types of decisions are to be taken by the board and which are to be delegated to management (A.1.1);
| +
| | the names of the chairman, the deputy chairman (where there is one), the chief executive, the senior independent director and the chairmen and members of the board committees (A.1.2);
| +
| | the number of meetings of the board and those committees and individual attendance by directors (A.1.2);
| +
| | the names of the non-executive directors whom the board determines to be independent, with reasons where necessary (B.1.1);
| +
| | a separate section describing the work of the nomination committee, including the process it has used in relation to board appointments; a description of the board’s policy on diversity, including gender; any measurable objectives that it has set for implementing the policy, and progress on achieving the objectives. An explanation should be given if neither external search consultancy nor open advertising has been used in the appointment of a chairman or a non-executive director. Where an external search consultancy has been used it should be identified and a statement made as to whether it has any other connection with the company (B.2.4.);
| -
| | any changes to the other significant commitments of the chairman during the year (B.3.1);
| +
| | a statement of how performance evaluation of the board, its committees and its directors has been conducted (B.6.1). Where an external facilitator has been used, they should be identified and a statement made as to whether they have any other connection to the company (B.6.2);
| -/+
| | an explanation from the directors of their responsibility for preparing the accounts and a statement that they consider that the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess and provide the company’s performance, business model and strategy. There should also be a statement by the auditor about their reporting responsibilities (C.1.1);
| +
| | an explanation from the directors of the basis on which the company generates or preserves value over the longer term (the business model) and the strategy for delivering the objectives of the company (C.1.2);
| +
| | a statement from the directors that the business is a going concern, with supporting assumptions or qualifications as necessary (C.1.3);
| +
| | a report that the board has conducted a review of the effectiveness of the company’s risk management and internal controls systems (C.2.1);
| +
| | where the board does not accept the audit committee’s recommendation on the appointment, reappointment or removal of an external auditor, a statement from the audit committee explaining the recommendation and the reasons why the board has taken a different position (C.3.7);
| +
| | a separate section describing the work of the audit committee in discharging its responsibilities, including: the significant issues that it considered in relation to the financial statements, and how these issues were addressed; an explanation of how it has assessed the effectiveness of the external audit process and the approach taken to the appointment or reappointment of the external auditor, including the length of tenure of the current audit firm and when a tender was last conducted; and, if the external auditor provides non-audit services, an explanation of how auditor objectivity and independence is safeguarded (C.3.8);
| +
| | a description of the work of the remuneration committee as required under the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008, including, where an executive director serves as a non-executive director elsewhere, whether or not the director will retain such earnings and, if so, what the remuneration is (D.1.2);
| -/+
| | where remuneration consultants are appointed they should be identified and a statement made as to whether they have any other connection with the company (D.2.1);
| -
| | the steps the board has taken to ensure that members of the board, and in particular the non-executive directors, develop an understanding of the views of major shareholders about their company (E.1.2).
| +
| | The following information should be made available:
| | the terms of reference of the nomination, audit and remuneration committees, explaining their role and the authority delegated to them by the board (B.2.1, C.3.3 and D.2.1);
| +
| | the terms and conditions of appointment of non-executive directors (B.3.2).
| +
| | The board should set out to shareholders in the papers accompanying a resolution to elect or re-elect directors:
| | sufficient biographical details to enable shareholders to take an informed decision on their election or re-election (B.7.1);
| +
| | why they believe an individual should be elected to a non-executive role (B.7.2);
| +
| | on re-election of a non-executive director, confirmation from the chairman that, following formal performance valuation, the individual’s performance continues to be effective and to demonstrate commitment to the role (B.7.2).
| +
|
| APPENDIX R - СOMPLIANCE WITH THE REQUIREMENTS OF THE EXCHANGES LISTING RULES TO CORPORATE GOVERNANCE (3/3)
Source: UK Corporate Governance Code, Company data, A-Team analysis
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