On 26 June 2013, National Settlement Depository (NSD), Russia’s central securities depository, held its Annual General Meeting of shareholders (AGM).
1. The company’s shareholders elected fifteen members of the Supervisory Board:
- Eddie Astanin, Chairman of the Executive Board, NSD
- Segrei Berezhny, General Director, Computershare LLC
- Anna Vyshlova, Managing Director, Renaissance Broker LLC
- Bella Zlatkis, Deputy Chairman of the Management Board, Sberbank
- Oleg Vyugin, Chairman of the Board of Directors, MDM Bank
- Alexander Ikonnikov, Chairman of the Supervisory Board, Independent Directors Association
- Alexander Nazarov, Director, Depository Services Department, ZAO UniCredit Bank
- Andrei Remnyov, Director of Depository, Vnesheconombank
- Vladimir Reutov, Deputy Chairman of the Management Board, BANK St. Petersburg OJSC
- Yekaterina Sizova, Chief of Depository Services Directorate, JP Morgan Bank International LLC
- Vladimir Tatsiy, First Vice President, GPB (OJSC)
- Dmitry Tolokonnikov, Vice President, Deputy Chief of Law Department, Russian Direct Investment Fund
- Nadezhda Ushakova, Senior Vice President, Chief of Depository, JSC VTB Bank
- Alexei Fedotov, Chief of Securities Department (Depository), ZAO Citibank
- Andrei Shemetov, Deputy Chairman of the Management Board, Moscow Exchange
2. The following persons were elected the members of the company’s Internal Audit Commission:
- Olga Gordienko, Chief Accountant, Moscow Exchange;
- Inna Danilova, Head of Consolidated Budgeting and Management Accounting, Moscow Exchange;
- Vladimir Sukhachev, Head of Internal Audit Service, Moscow Exchange.
3. The shareholders approved the company's annual report and consolidated financial statements for 2012, and took into consideration the auditor’s opinion on NSD’s annual report and consolidated financial statements for 2012, as well as the Audit Committee’s report based on results of the audit of NSD's financial and economic activities for 2012.
4. The shareholders made decisions on the distribution of the company's net profit for 2012 and on payment of RUB3 billion in dividends.
The dividend amount is set at RUB2,540.92 per one registered common share before payment of tax for income received in the form of dividend (according to paragraph 3, subparagraph 1 of clause 284 of Russia’s Tax Code). The dividend is to be paid to the company’s shareholders within 60 days of the decision on dividend payment being made.
5. The AGM made the following decisions:
- To spend a maximum RUB20.5 million on remuneration to members of the company’s Supervisory Board for the period from the date of their election to today’s AGM.
- To pay RUB2 million to Alexander Ikonnikov, NSD’s independent director, for the period from the date of his election to today’s AGM.
- To pay remuneration calculated in compliance with the terms established by the Principles of Establishing the Amount of Remuneration of the Members of NSD’s Supervisory Board (approved by the company’s AGM on 25 May 2012) to the remaining members of the Supervisory Board for the period from the date of their election to today’s AGM
- Not to pay remuneration to the members of NSD’s Audit Committee as they represent the Moscow Exchange Group.
- To approve the Regulations on Remuneration and Reimbursement of Expenses of the Members of NSD’s Supervisory Board.
- To select Ernst&Young Vneshaudit CJSC to conduct the RAS and IFRS audit to the date of NSD's planned 2014 AGM.
- To approve the amended version of NSD’s Articles of Association.
- To approve interested party transactions that are planned to be concluded with Moscow Exchange or may be concluded in future in the course of NSD’s business operations.
The members of the new NSD Supervisory Board at their first meeting held after the AGM elected Bella Zlatkis as Chairwoman of the Committee: Oleg Vyugin was elected Deputy Chairman.
Alexander Ikonnikov, the independent director of NSD, was elected Chairman of the Nomination and Remuneration Committee. Evgeny Fetisov, CFO, Moscow Exchange, was elected Chairman of the Budget Committee, Andrei Remnev, Director of Depository, Vnesheconombank, was elected Chairman of the Audit Committee, and Andrei Karachinsky, CEO, IBS Group, was elected Chairman of the Technological Policy and Development Committee. The Chairmen of the committees are authorized to present their lists of candidates to the Committees of the Supervisory Board.
NSD has begun forming the new Customer Committee (CSD Customer Committee). The company has placed on its web site an announcement inviting customers to submit their proposals on new candidates to the Committee until 10 July. The temporary committee which includes the members of NSD’s Supervisory Board is to consider these proposals. Among the members of the temporary committee are Alexander Ikonnikov (the Chairman of the temporary committee), Alexander Nazarov, Nadezhda Ushakova, Andrei Shemetov, Yekaterina Sizova, Alexei Fedotov and Anna Vyshlova.
About NSD
National Settlement Depository (NSD) is the central securities depository of the Russian Federation, a part of the Moscow Exchange Group. NSD is Russia's national numbering agency and the substitute numbering agency for the CIS, authorized to assign the international ISIN and CFI codes.
The status of central securities depository was assigned to NSD by the Russian Federal Financial Markets Service’s order on 6 November 2012.
NSD holds professional securities market participant license #177-12042-000100 for depository operations issued by the Russian Federal Financial Markets Service on 19 February 2009, license #3294 for bank operations issued by the Central Bank of the Russian Federation on 26 July 2012 and license #077-00004-000010 for the clearing activities issued by the Russian Federal Financial Markets Service on 20 December 2012.
Registered office: Building 8, 1/13, Sredny Kislovsky Pereulok, Moscow 125009, Russia.
Supplementary office "Krasnye Vorota": 12, Spartakovskaya St., Moscow 105066, Russia.
For further information about NSD: www.nsd.ru, or NSD Public Affairs Division: +7 495 232 0910, e-mail
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