On 3 March 2021, the Supervisory Board of National Settlement Depository (NSD), Russia’s central securities depository, held a meeting at which adopted resolutions on the preparation, convening and conducting the Annual General Meeting (AGM) of the company’s shareholders in 2021.
The AGM will be held on 27 April 2021 by absentee voting. The record date is 4 April 2021. The AGM announcement will be published on the official website of NSD: www.nsd.ru..
Starting 7 April 2021, persons entitled to attend the AGM may get AGM information (materials) at 12 Spartakovskaya Street Moscow (Office 1.9). The AGM information (materials) will be also sent in electronic form to NSD’s registrar which will provide this information to persons entitled to attend the AGM in accordance with Russian laws on securities.
Completed ballots shall be sent by persons entitled to attend the AGM to: bldg 1, 23 Novokhokhlovskaya Street Moscow, JSC Status.
Voting may be conducted by providing persons who maintain records of rights to NSD shares with an instruction to vote, in accordance with Russian Federation laws on securities.
Persons entitled to take part in the AGM may fill out electronic ballots for voting at NSD’s AGM online at https://www.e-vote.ru/ru/.
The approved agenda of the AGM includes the following items:
- Approval of NSD’s 2020 annual report, including NSD’s annual accounting and financial statements;
- Distribution of profit, including dividend payment (declaration) for the FY 2020;
- Approval of NSD’s auditor;
- Electing members of NSD’s Supervisory Board;
- Electing members of NSD’s Internal Audit Commission;
- Establishing the amount of remuneration for members of NSD’s Supervisory Board;
- Establishing the amount of remuneration for members of NSD’s Internal Audit Commission.
Based on the Moscow Exchange’s proposal and the recommendation provided by the Nomination and Remuneration Committee of NSD’s Supervisory Board, a list of candidates for election to NSD’s Supervisory Board during the AGM has been drawn up. It includes the following candidates:
- Eddie Astanin;
- Paul Anne F. Bodart;
- Mikhail Bratanov;
- Andrey Golikov;
- Yuri Denisov;
- Bella Zlatkis;
- Natalia Karaseva;
- Sergey Lykov;
- Natalia Nikolayeva;
- Paul James Ostling;
- Anton Ostrovskiy;
- Igor Turkanov;
- Ilya Yuzhanov.
Based on the Moscow Exchange’s proposal, NSD’s Supervisory Board took a resolution to include the following persons in the list of candidates for election to NSD’s Internal Audit Commission during the AGM in 2021:
- Evgeniy Zhdanov;
- Olga Melentyeva;
- Mikhail Petrov.
The Supervisory Board recommended that the AGM take a resolution to pay remuneration to the 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 the members of NSD’s Internal Audit Commission.
The Supervisory Board recommended that the AGM approve Ernst & Young LLC as the external independent audit company responsible for auditing NSD’s RAS and IFRS financial statements up to the date of NSD’s 2022 AGM.
The Supervisory Board approved the amended and restated NSD Risk and Capital Management Strategy and the NSD Corporate Governance Report for 2020.
The Supervisory Board took into account the following documents:
- Report on NSD’s Internal Audit Department Activities for 2020;
- Progress Report on the Implementation of NSD’s Risk Management System Priorities for 2020-2021;
- Findings of the Research “NSD’s Customer Satisfaction Index” held in 2020.