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NCSP Group corporate governance system

 

NCSP Group’s corporate governance system complies with Russian law, and meets Russian and international standards of best practice and business ethics, while taking into account the interests of all stakeholders. The Company complies with the requirements of the UK Listing Authority/Financial Services Authority (UKLA/FSA) for issuers of Global Depositary Receipts (GDRs).

 

The General Shareholder Meeting, Board of Directors, Chief Executive Officer and Management Board form the basis of NCSP Group’s corporate governance system.

 

PJSC NCSP corporate governance structure

 

PJSC NCSP subsidiaries are governed by the election of representatives of PJSC NCSP and its shareholders to the boards of directors of these companies. The main document specifying corporate governance mechanisms at PJSC NCSP is the company’s Charter. Amendments to the Charter fall within the authority of the General Shareholder Meeting, with the exception of amendments pertaining to the creation of branches, and the opening and liquidation of offices, which fall under the authority of the Board of Directors.

 

The Russian Federation (RF) has had a special right to participation in the management of PJSC NCSP through a “golden share” since April 2011. This right is exercised by the ability to appoint one representative of the government to both the Board of Directors and the Audit Commission. The RF representative on the Board of Directors has the right to veto decisions by the General Shareholder Meeting concerning amendments to the Charter or the approval of a new version of the Charter, the reorganization of the Company, liquidation, changes to charter capital, and execution of major transactions and related-party transactions.

 

The Company adopted a Corporate Governance Code in 2007 that takes into account the recommendations of the Organization for Economic Cooperation and Development and the Russian financial markets regulator. The Code is based on the Federal Law On Joint-stock Companies and the PJSC NCSP Charter. The Code does not apply to PJSC NCSP subsidiaries, which voluntarily comply with the Corporate Governance Code approved by the Russian Federal Financial Markets Service on April 5, 2002. The subsidiaries disclose this information in their annual reports.

 

The Internal Control Service (until June 14, 2012), Internal Audit Department (since June 14, 2012), as well as the Internal Audit Commission are responsible for internal control and auditing at NCSP Group and PJSC NCSP.

 

PJSC NCSP’s Charter, Corporate Governance Code, internal documents regulating management and control bodies, as well as information on the Company’s information policy, are available on the NCSP Group website:

 

http://www.nmtp.info/holding/investors/info_disclosure/uch_documents/