On 24 April 2015, the Supervisory Board of National Settlement Depository (NSD), Russia’s central securities depository, made a decision to prepare, convene and conduct the annual General meeting (AGM) of the company’s shareholders.
The AGM is to be held on 26 May 2015 in the office 7.100 Bldg 1, 4/7 Vozdvizhenka Street, Moscow, in the form of a meeting of shareholders in present to discuss the items on the agenda and to make decisions on the issues put to vote. The record date is 5 May 2015. The AGM announcement will be placed on the official website of NSD (www.nsd.ru) no later than 6 May 2015. Starting 6 May 2015, persons entitled to take part in the AGM may get the AGM information (materials) at 12 Spartakovskaya Street Moscow.
The approved agenda of the AGM includes the following items:
- Establishing a procedure of conducting AGM in 2015.
- Approval of the annual report of NSD for 2014 including annual financial statements and consolidated financial statements of NSD.
- Distribution of profit, including dividend payment (announcement) for the FY 2014.
- Approval of NSD’s auditor.
- Establishing the number of the members of the Supervisory Board of NSD.
- Electing the members of the Supervisory Board of NSD.
- Electing the members of the Audit Commission of NSD.
- Establishing the amount of remuneration of the members of the Supervisory Board of NSD.
- Establishing the amount of remuneration of the members of the Audit Commission of NSD.
- Approval of a new version of the Regulations on remuneration and compensation of expenses of the members of the Supervisory Board of NSD.
- Approval of the interested party transactions.
STATUS Registrar CJSC, NSD’s registrar, was authorized to act as a ballot committee at the AGM.
List of the candidates to the Supervisory Board
Based on the results of the meetings of NSD’s Supervisory Board’s meetings held 6 March and 24 April 2015, a list of candidates to NSD’s Supervisory Board for voting at the AGM has been formed. The list includes the following candidates to the Supervisory Board:
- Eddie Astanin, Chairman of the Executive Board, NSD;
- Valeriya Avksentyeva, Chief Operating Officer, OTKRITIE Brokerage House JSC;
- Alexander Afanasiev, Chairman of the Executive Board, OJSC Moscow Exchange;
- Joerg Bongarts, Chairman of the Management Board, Deutsche Bank Ltd;
- Oleg Vyugin, Chairman of the Board of Directors, MDM Bank;
- Sean Ian Glodek, Director, member of the Management Board, RDIF;
- Bella Zlatkis, Deputy Chairman of the Executive Board, Sberbank of Russia;
- Aleksandar Krunic, Chief Executive Officer, Aliquantum Energy Plc;
- Paul James Ostling, member of the Board of Directors, Uralkali;
- Andrey Popov, Chief Information Officer, Member of the Management Board, Raiffeisen Bank, Russia;
- Vladimir Reutov, Deputy Chairman of the Management Board, BANK St. Petersburg OJSC;
- Oksana Strakhova, Head of Custody, Vnesheconombank;
- Nadezhda Ushakova, Senior Vice President, Head of Depository, JSC VTB Bank;
- Tatyana Chepeleva, Managing Director, Chief of Investment Banking Operations Strategy, BCS Company LLC;
- Ilya Yuzhanov, Chairman of the Supervisory Board, OJSC ALROSA.
The Supervisory Board recommended to allocate RUB3.4 billion for dividend payment for 2014. An amount of the dividend was established in the sum of RUB2,871.18 per one registered share before dividend income tax payment. The date of record for persons entitled to receive dividend was set on 5 June 2015.
The Supervisory Board recommended to pay remuneration to the members of the Supervisory Board in accordance with terms established by the Regulations on remuneration and compensation of expenses of the members of the Supervisory Board of NSD, and not to pay remuneration to the members of NSD’s Audit Commission. Key Performance Indicators (KPIs) of the members of the Supervisory Board of NSD were approved.
The Supervisory Board preliminarily approved the annual report of NSD for 2014 including annual financial statements and consolidated financial statements of NSD and recommended the AGM approve these documents.
The Supervisory Board recommended the AGM to approve Ernst & Young Vneshaudit CJSC as the audit company responsible for audit of NSD’s RAS and IFRS financial statements up to the date of NSD’s AGM in 2016.
The Supervisory Board approved the new version of the Regulations on remuneration and compensation of expenses of the members of the Supervisory Board of NSD and recommended the AGM to approve these documents.
The Supervisory Board established the limits for the sums of interested party transactions planned to be concluded with Moscow Exchange OJSC in future during NSD’s regular course of operations, and recommended the AGM to approve transactions related to lease/sublease of non-residential premises, transactions related to lease of parking lots and vehicles, and transactions related to printing services.
The Supervisory Board appointed Irina Veremeenko, Chief Accountant and Director of the Accounting and Reporting Department, NSD, a member of the Executive Board for the next term (up to 29 April 2017).
The Supervisory Board also approved:
- A new version of NSD’s Clearing Rules. The new version of the document will be published on NSD’s website and put into effect once it is registered with the Bank of Russia;
- A new version of NSD’s Terms and Conditions of Depository Operations. The new version of the document will be published on NSD’s website and put into effect once it is registered with the Bank of Russia;
- A new version of the Fee Schedule for Services with Respect to Bond Issues Recorded in Issuer Accounts or Issuers’ Treasury Securities Accounts (for bond issues with the state registration number/identification number assigned prior to 1 January 2012);
- A new version of the Fee Schedule for Services with Respect to Bond Issues Recorded in Issuer Accounts or Issuers’ Treasury Securities Accounts (for bond issues with the state registration number/identification number assigned after 1 January 2012);
- A new version of the Fees for settlement and cash services;
- A Fee Schedule for NSD’s Services under an Agreement for the Provision of Services to a Bondholders’ Representative;
- An amended List of Procedures for Granting an EDI Participant Access to the NSD EDI System, Organization of EDI, and NSD EDI Fee Schedule.