In accordance with modern approaches to corporate governance organization, based on best practices and taking into account the requirements of the legislation of the Russian Federation, corporate governance of NKO AO NSD (the Company) is understood as the general management of the Company's activities, carried out by the General Meeting of Shareholders and the Supervisory Board, and including a complex of relationships with the executive bodies of the Company and other interested parties (employees, clients, partners, counterparties, banking regulation and supervision authorities, state authorities and management bodies) in terms of:
Defining strategic goals of the Company's activities and an effective management system.
Creating incentives for labor activities that ensure the Company's management bodies and its employees perform all actions necessary to achieve the strategic goals of the Company's activities.
Achieving a balance of interests of shareholders, members of the Supervisory Board and executive bodies of the Company and other interested parties.
Ensuring compliance with the legislation of the Russian Federation, the Company's Charter and internal documents of the Company.
The Company adheres to the basic principles of corporate governance formulated by the Organization for Economic Cooperation and Development (OECD) and reflected in the shareholders' agreement regarding NKO AO NSD, according to which the Company's corporate governance structure should ensure:
Equal treatment of shareholders. All shareholders should have the opportunity to receive effective protection in case of violation of their rights.
Compliance with the legally protected rights of interested parties.
Timely and accurate disclosure of information on all material matters concerning the Company, including financial position, performance results, ownership and Company management.
Strategic management of the Company, effective control over the Company's management by the General Meeting of Shareholders and the Company's Supervisory Board.
In order to ensure the possibility of making informed decisions by shareholders and transparency of functioning, the Company carries out timely disclosure of complete and reliable information about its activities in accordance with the requirements of the legislation of the Russian Federation and internal documents, including information on financial position, economic indicators, ownership and management structure:
Company shareholders have equal opportunities for access to information.
Company shareholders and other interested parties have the opportunity to receive complete and reliable information, including on the financial position of NKO AO NSD, its performance results, on NKO AO NSD management, Company shareholders, as well as on material facts affecting its financial and economic activities.
Confidentiality protection and control over the use of information relating to official information and constituting the Company's commercial secret are carried out.
An important tool for monitoring the state of corporate governance of NKO AO NSD is conducting an assessment of the corporate governance state in accordance with the recommendations of the Bank of Russia contained in letter dated 07.02.2007 No. 11-T "On the list of issues for credit organizations to assess the state of corporate governance".
In accordance with the Company's Charter, the assessment of the corporate governance state of NKO AO NSD is conducted at least once a year. The assessment results are formalized as a Report on the State of Corporate Governance of the Company, approved by the decision of the Supervisory Board of NKO AO NSD.
The General Meeting of Shareholders is the highest management body of NKO AO NSD. It is held at least once a year.
At the General Meeting of Shareholders of NKO AO NSD, decisions are made on key issues of NKO AO NSD activities. The list of issues within the competence of the General Meeting of Shareholders of NKO AO NSD is defined by Federal Law dated 26.12.1995 No. 208-FZ "On Joint-Stock Companies" and the Charter of NKO AO NSD.
The procedure for the General Meeting of Shareholders of NKO AO NSD is regulated by the Regulations of the General Meeting of Shareholders of NKO AO NSD, approved by the General Meeting of Shareholders of NKO AO NSD.
The Supervisory Board is the highest management body of NKO AO NSD (the Company) between the General Meetings of Shareholders of NKO AO NSD. The composition of the Supervisory Board is elected by the General Meeting of Shareholders of NKO AO NSD for a term until the next Annual General Meeting of Shareholders of NKO AO NSD. The procedure for the Supervisory Board is regulated by the Regulations on the Supervisory Board of NKO AO NSD, approved by the General Meeting of Shareholders of the Company.
The Supervisory Board of NKO AO NSD carries out strategic management of the Company's activities, control over the Company's financial and economic activities, and approves the budget of NKO AO NSD.
For preliminary consideration of the most important issues within the competence of the Supervisory Board of NKO AO NSD and preparation of recommendations for making decisions on such issues, the following Commissions of the Supervisory Board of NKO AO NSD have been established:
Budget Commission
Audit Commission
Appointments and Remuneration Commission
Strategy Commission
Technical Policy and Technology Development Commission
The Board is a collegial executive body of NKO AO NSD. Board members are appointed by the Supervisory Board of NKO AO NSD. The procedure for the Board is regulated by the Regulations on the Board of NKO AO NSD, approved by the General Meeting of Shareholders of the Company.
The Chairman of the Board is the sole executive management body of NKO AO NSD. The Chairman of the Board is appointed by the Supervisory Board for a term of three years.
In accordance with the Charter, issues of managing the current activities of NKO AO NSD are within the competence of the Board and the Chairman of the Board.
The Chairman of the Board acts on behalf of NKO AO NSD without a power of attorney.
Committees have been established under the Board of NKO AO NSD, which are advisory bodies of the Board of NKO AO NSD and assist the Board of NKO AO NSD in making decisions.
Committees under the Board of NKO AO NSD:
Committee on Products and Investments
Committee on Quality and Risks
Committee on Settlement and Depository Activities and Tariffs
Committee on Interaction with Registrars and Depositories
Committee of Central Depository Services Users
Risk Management System is a complex of rules, documents and measures for risk identification, risk assessment, risk response, as well as monitoring and control of their level.
The NSD risk management system, contributing to the sustainable development of the Russian financial market in accordance with international standards, is focused on effective management of risks of the company itself, as well as risks of financial market infrastructure participants.
The main goal of the risk management system is to ensure reliable operation of the company's key areas of activity, support their stable development, guarantee fulfillment of obligations to shareholders, clients, regulator and other interested parties. Thus, risk management activities cover all areas of NSD's business:
Central Depository;
Repository;
Settlement and Payment System;
Information Services;
Technological Services;
Triparty Services;
Operator of the Information System for DFA Issuance;
Numbering Agency;
RFT.
The NSD risk management system allows making management decisions based on a risk-oriented approach, planning capital taking into account risks inherent in NSD's activities, as well as ensuring fulfillment of NSD's strategic goals and obligations to shareholders, regulators, clients, counterparties and other interested parties.
When managing risks, NSD is guided by the requirements and recommendations of the Bank of Russia and other regulatory authorities, as well as international risk management standards, such as: ISO 31000:2009 Risk Management: Principles and guidelines, COSO ERM, CPMI IOSCO Principles for financial market infrastructures.
The organizational structure of the risk management system is based on the 3 Lines of Defense model shown in the figure, according to which structural divisions in accordance with their authority form one of the defense lines within the risk management process.
On March 31, 2025, NKO AO NSD and SPAO Ingosstrakh concluded a comprehensive insurance contract for a professional participant of the securities market (Policy No. 433-061644/25) for a new term.
Insurance period — from April 01, 2025 to March 31, 2027 inclusive.
The insurance amount under the contract is set at 7,800,000,000 (Seven billion eight hundred million) rubles.
Insurance coverage extends to NSD's property interests (the policyholder) related to damage caused to it as a result of financial and electronic computer crimes (intentional actions of the policyholder's employees and third parties), as well as to property interests of NSD's clients related to losses caused to them as a result of the policyholder's violation of its professional activities.
Within the framework of the policy, all NSD activities carried out by it in accordance with existing licenses, constituent documents and contracts are insured.
NSD has been purchasing comprehensive insurance programs for more than 10 years. During this period, no insurance cases have occurred.
Licenses SI No. 0928, SL No. 0928, OS No. 0928-02, OS No. 0928-03, OS No. 0928-04, OS No. 0928-05, PS No. 0928 for insurance and reinsurance activities issued on 23.09.2015 by the Central Bank of the Russian Federation without limitation of validity.
Internal Control of NKO AO NSD (hereinafter — NSD) is an activity carried out by NSD (its management bodies, divisions, employees) and aimed at achieving the following goals:
Efficiency and effectiveness of NSD's financial and economic activities when performing operations and other transactions, effectiveness of asset and liability management (including ensuring asset security), risk management.
Reliability, completeness, objectivity and timeliness of preparation and submission of financial, accounting, statistical and other reports (for external and internal users).
NSD's information security (protection of NSD's interests (goals) in the information sphere, which is a set of information, information infrastructure, subjects collecting, forming, distributing and using information, as well as a system for regulating the relationships arising from this).
Compliance with regulatory legal acts, standards of self-regulatory organizations (for professional participants of the securities market), Charter and internal regulatory documents of NSD.
Exclusion of NSD's involvement and participation of its employees in illegal activities, including legalization (laundering) of proceeds from crime and terrorism financing, as well as timely submission of information to state authorities and the Bank of Russia in accordance with the legislation of the Russian Federation.
NSD's Internal Control System is a set of internal control bodies and areas that ensures compliance with the procedure for carrying out and achieving NSD's goals established by the legislation of the Russian Federation, the Charter and other internal documents adopted by NSD in accordance with the legislation of the Russian Federation.
NSD's Internal Control System is built in accordance with the nature and scale of operations carried out, the level and combination of risks taken.
Internal Control Bodies System is a set of management bodies, as well as divisions and employees (responsible employees) defined by the Charter and internal documents of NSD, performing functions within the internal control system.
The Bank of Russia has registered four decisions on the issuance of ordinary non-documentary registered shares of the Company.
Regulations of the General Meeting of Shareholders
Regulations on the Supervisory Board
Regulations on Remuneration of Supervisory Board Members
Regulations on the Committee on Quality and Risks
Regulations on the Committee on Settlement and Depository Activities and Tariffs
Regulations on the Committee on Interaction with Registrars and Depositories
Regulations on the Committee of Services Users (committee of central depository services users)
Regulations on the Committee of Co-Financing Administrator Services Users