In accordance with the Corporate Governance Code recommended by the Bank of Russia, NSD’s Supervisory Board should include independent directors to ensure that the Supervisory Board exercises its functions in a most efficient manner.
The role of independent directors is to contribute to the decision-making process and provide assistance in devising NSD’s development strategy, assessing performance of NSD’s executive bodies against the corporate strategy, and resolving corporate conflicts that involve shareholders, and assist in any other significant matters that could affect shareholders. Thanks to independent directors, the Supervisory Board can, therefore, give an unbiased opinion on matters under consideration, which should eventually build confidence among NSD’s shareholders, customers, and other securities market players.
Independent directors must be able to make independent judgments. This implies that their opinions should not be affected by any circumstances.
Therefore, independent directors are those members of the Supervisory Board who are neither:
- employees of any of the NSD's service users or service providers; nor
- employees of Moscow Exchange, NSD, or any subsidiary company of Moscow Exchange; nor
- affiliated with Moscow Exchange.
The amount of remuneration payable to independent directors is determined in accordance with the Supervisory Board Members’ Remuneration and Expenses Reimbursement Regulations of National Settlement Depository.