Structure of the Supervisory Board
The Supervisory Board of Moscow Exchange consists of directors who have the experience and professional skills required to oversee implementation of the Exchange’s strategy.
In accordance with the decision of the Annual General Meeting of Shareholders held on 27 April 2016, the Supervisory Board comprises 12 people.
The Supervisory Board is managed and administered by the Chairman of the Supervisory Board.
The Chairman is elected and re-elected by the members of the Supervisory Board from among themselves, 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.
The Committees are formed 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.
The Supervisory Board comprises 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 2018 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. In 2018, two directors were qualified as independent directors, notwithstanding the existing formal relationship with counterparties. Thus, 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 on the conflict of interests of the Supervisory Board members and the Executive Board members (including those relating to the participation of the said persons in the governing bodies of the Exchange’s competitors).