On 25 April 2017, the Supervisory Board of National Settlement Depository (NSD), Russia’s central securities depository, adopted resolutions on the preparation, convening and conducting the annual General meeting (AGM) of the company’s shareholders in 2017.
The AGM will be held on 30 May 2017 in the office 7.100 Bldg 1, 4/7 Vozdvizhenka Street, Moscow, in the form of a meeting of shareholders in present to discuss agenda items and to make decisions on the issues put to vote. The record date is 7 May 2017. The AGM announcement will be placed on the official website of NSD (www.nsd.ru) no later than 10 May 2017. Starting 10 May 2017, persons entitled to take part in the AGM may get the AGM information (materials) at 12 Spartakovskaya Street Moscow (office 1.9).
The approved agenda of the AGM includes the following items:
- Approval of the annual report of NSD for 2016 including annual financial statements and consolidated financial statements of NSD.
- Distribution of profit, including dividend payment (declaration) for the FY 2016.
- Approval of NSD’s auditor.
- Establishing the number of members of the Supervisory Board of NSD.
- Electing members of the Supervisory Board of NSD.
- Electing members of the Internal 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 Internal Audit Commission of NSD.
- Approval of the new version of Regulations on the Supervisory Board of National Settlement Depository.
- Approval of the new version of Regulations on the Executive Board of National Settlement Depository.
STATUS Registrar CJSC, NSD’s registrar, was authorized to act as a ballot committee at the AGM.
Candidates for election to the Supervisory Board
Based on the results of the meetings of NSD’s Supervisory Board held 6 March and 25 April 2017, a list of candidates for election to NSD’s Supervisory Board during the AGM has been drawn up. It includes the following candidates for election to the Supervisory Board:
- Eddie Astanin, Chairman of the Executive Board, NSD;
- Alexander Afanasiev, Chairman of the Executive Board, Moscow Exchange;
- Paul Anne F. Bodart, independent candidate;
- Mikhail Bratanov, Regional Head (Russia and CIS), Société Générale Securities Services, Director of Securities Services Department, PJSC ROSBANK;
- Oleg Vyugin, Chairman of the Board of Directors, NAUFOR;
- Bella Zlatkis, Deputy Chairman of the Executive Board, PJSC Sberbank;
- Sergei Lykov, Deputy Chairman – Member of the Management Board, Vnesheconombank;
- Igor Marich, Managing Director of Money and Derivatives Markets, member of the Executive Board, Moscow Exchange;
- Paul James Ostling, independent candidate;
- Andrey Popov, Chief Information Officer, Member of the Management Board, JSC Raiffeisen Bank, Russia;
- Nadezhda Ushakova, Senior Vice President, Head of Depository, PJSC VTB Bank;
- Tatyana Fomina, Vice President, Head of Financial Market Operations Division of the Banking Operations Department, JSC UniCredit Bank;
- Tatyana Chepeleva, Managing Director, Chief of Investment Banking Operations Strategy, BCS Company LLC;
- Dmitry Shcheglov, Member of the Executive Board, COO, Moscow Exchange;
- Ilya Yuzhanov, independent candidate.
The Supervisory Board recommended paying remuneration to members of NSD's Supervisory Board, in accordance with terms established by the Regulations on the Remuneration and Compensation of Expenses for Members of the Supervisory Board of NSD, and not to pay remuneration to members of NSD’s Internal Audit Commission.
The Supervisory Board gave preliminary approval to NSD's 2016 annual report, including the annual financial statements and consolidated financial statements of NSD. The Supervisory Board recommended that the AGM approve these documents.
The Supervisory Board recommended that the AGM approve CJSC Deloitte & Touche CIS as the audit company responsible for auditing NSD’s RAS and IFRS financial statements up to the date of NSD’s 2018 AGM.
The Supervisory Board approved and recommended that the AGM approve new versions of the Regulations on the Supervisory Board of NSD and the Regulations on the Executive Board of NSD.
Other resolutions
The Supervisory Board decided to re-appoint Eddie Astanin as the Chairman of the Executive Board for a new term – effective from 25 June 2017 to 25 June 2020, inclusively.
In addition, the Supervisory Board extended the powers of Irina Veremeyenko, Chief Accountant, Head of the Accounting and Reporting Department of NSD, as a member of the Executive Board of NSD for a period from 30 April 2017 to 30 April 2019, inclusively.
The Supervisory Board also took into account the report on NSD's operational results for 3M 2017.