On 23 April 2019, 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 2019.
The AGM will be held on 30 May 2019 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 5 May 2019. The AGM announcement will be placed on the official website of NSD (www.nsd.ru/en).
AGM information (materials) is available to persons entitled to attend the AGM:
- at 12 Spartakovskaya Street, Moscow (office 1.9).
- in electronic form via NSD’s registrar (the AGM materials are sent to the registrar which in turn provides persons entitled to attend the AGM with the materials in accordance with Russian laws on securities).
Persons entitled to take part in the AGM may fill electronic ballots for voting at NSD’s AGM online at https://www.e-vote.ru/en/.
JSC STATUS Registrar Society (NSD’s registrar) will perform the functions of the ballot committee at the AGM.
The approved AGM agenda includes the following items:
- Approval of NSD’s annual report for 2018 including annual accounting and financial statements of NSD;
- Distribution of profit, including dividend payment (declaration) for the FY 2018;
- 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 amended and restated Regulation on the General meeting of NSD shareholders;
- Approval of the amended and restated Regulation on the NSD Supervisory Board Members' Remuneration and Compensation of Expenses.
Candidates for election to the Supervisory Board
Based on the results of the meetings of NSD’s Supervisory Board held 5 March and 23 April 2019, 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;
- Svetlana Balanova;
- Paul Anne F. Bodart;
- Mikhail Bratanov;
- Oleg Vyugin;
- Andrey Golikov;
- Yuri Denisov;
- Bella Zlatkis;
- Igor Kalganov;
- Sergey Lykov;
- Paul James Ostling;
- Anton Ostrovskiy;
- Andrey Popov;
- Nadezhda Ushakova;
- Ilya Yuzhanov.
The Supervisory Board recommended paying remuneration to members of NSD's Supervisory Board in accordance with terms established by the Regulation on the NSD Supervisory Board Members' Remuneration and Compensation of Expenses, and not to pay remuneration to members of NSD’s Internal Audit Commission.
The Supervisory Board gave preliminary approval to NSD's 2018 annual report, including the annual accounting and financial statements of NSD. The Supervisory Board recommended that the AGM approve these documents.
The Supervisory Board recommended that the AGM approve JSC Deloitte & Touche CIS as the audit company responsible for auditing NSD’s RAS and IFRS financial statements up to the date of NSD’s 2020 AGM.
The Supervisory Board approved and proposed the AGM to approve:
- The amended and restated Regulation on the NSD Supervisory Board Members' Remuneration and Compensation of Expenses;
- The amended and restated Regulation on the General meeting of NSD shareholders.
Other resolutions
The Supervisory Board approved NSD’s 2019-2024 Development Strategy.
The Supervisory Board approved:
- The amended and restated Fee Schedule for NSD's Depository Services;
- The amended and restated Terms and Conditions of Depository Operations of NSD;
The amended and restated Terms and Conditions of Depository Operations of NSD will be put into effect once it is approved by the Bank of Russia.
The Supervisory Board also took into account NSD’s Q1 2019 Performance Report.