On 21 April 2016, the Supervisory Board of National Settlement Depository (NSD), Russia’s central securities depository, made decisions on the preparation, convening and conducting the annual General meeting (AGM) of the company’s shareholders in 2016.
The AGM is to be held on 31 May 2016 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 4 May 2016. The AGM announcement will be placed on the official website of NSD (www.nsd.ru/en) no later than 10 May 2016. Starting 10 May 2016, 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 for conducting the AGM in 2016.
- Approval of the annual report of NSD for 2015 including annual financial statements and consolidated financial statements of NSD.
- Distribution of profit, including dividend payment (announcement) for the FY 2015.
- 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 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.
- Change in the corporate name of NSD and approval of an updated version of the Articles of Association of the Non-Bank Credit Organisation Joint Stock Company National Settlement Depository.
- Approval of Regulations on the General meeting of shareholders of the Non-Bank Credit Organisation Joint Stock Company National Settlement Depository.
- Approval of Regulations on the Supervisory Board of the Non-Bank Credit Organisation Joint Stock Company National Settlement Depository.
- Approval of Regulations on the Executive Board of the Non-Bank Credit Organisation Joint Stock Company National Settlement Depository.
- Approval of Regulations on the Audit Commission of the Non-Bank Credit Organisation Joint Stock Company National Settlement Depository.
- Approval of Regulations on remuneration and compensation of expenses of the members of the Supervisory Board of the Non-Bank Credit Organisation Joint Stock Company National Settlement Depository.
- 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 held 4 March and 21 April 2016, 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 Avxentieva, Chief Operating Officer, OTKRITIE Brokerage House JSC;
- Alexander Afanasiev, Chairman of the Executive Board, PJSC Moscow Exchange;
- Paul Anne F. Bodart, Independent Director, Chairman of the Audit Committee, Dexia SA/NV;
- 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, PJSC MDM Bank;
- Bella Zlatkis, Deputy Chairman of the Executive Board, PJSC Sberbank of Russia;
- Paul James Ostling, member of the Board of Directors, PJSC Uralkali;
- Andrey Popov, Chief Information Officer, Member of the Management Board, JSC Raiffeisen Bank, Russia;
- Dmitry Tolokonnikov, Vice President, Law Department, RDIF Management Company LLC;
- Nadezhda Ushakova, Senior Vice President, Head of Depository, PJSC VTB Bank;
- Tatyana Chepeleva, Managing Director, Chief of Investment Banking Operations Strategy, BCS Company LLC;
- Alexey Fedotov, independent candidate;
- Tatyana Fomina, Vice President, Head of Financial Market Operations Division of the Banking Operations Department, JSC UniCredit Bank;
- Ilya Yuzhanov, independent candidate.
The Supervisory Board recommended allocating RUB4.6 billion for dividend payment for 2015. An amount of the dividend was established in the sum of RUB3,906.02 per one registered ordinary share before dividend income tax payment. The date of record for persons entitled to receive dividend was set on 10 June 2016.
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.
The Supervisory Board preliminarily approved the annual report of NSD for 2015 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 LLC as the audit company responsible for audit of NSD’s RAS1 and IFRS2 financial statements up to the date of NSD’s AGM in 2017.
The Supervisory Board also approved and recommended the AGM approve the following documents:
- An updated version of the Articles of Association of the Non-Bank Credit Organisation Joint Stock Company National Settlement Depository;
- Regulations on the General meeting of shareholders of the Non-Bank Credit Organisation Joint Stock Company National Settlement Depository;
- Regulations on the Supervisory Board of the Non-Bank Credit Organisation Joint Stock Company National Settlement Depository;
- Regulations on the Executive Board of the Non-Bank Credit Organisation Joint Stock Company National Settlement Depository;
- Regulations on the Audit Commission of the Non-Bank Credit Organisation Joint Stock Company National Settlement Depository; and
- Regulations on remuneration and compensation of expenses of the members of the Supervisory Board of the Non-Bank Credit Organisation Joint Stock Company National Settlement Depository.
These documents will come into force once they are registered by the registering body of Articles of Association of the Non-Bank Credit Organisation Joint Stock Company National Settlement Depository.
The Supervisory Board recommended the AGM to change the corporate name of NSD in Russian in accordance with the provisions of Article 4 of the Civil Code of the Russian Federation as amended by the Federal Law №99-FZ dated 5 May 2014; the name will come into force once it is registered by the registering body of Articles of Association of the Non-Bank Credit Organisation Joint Stock Company National Settlement Depository.
The Supervisory Board established the limits for the sums of interested party transactions planned to be concluded with Moscow Exchange PJSC in future during NSD’s regular course of operations, and recommended the AGM approve transactions related to lease/sublease of non-residential premises, lease of parking lots, and printing services.
Other resolutions
The Supervisory Board took into account the NSD performance report for Q1 2016 and approved NSD’s Development Strategy until 2020.
The Supervisory Board also approved:
- An updated version of the Fee Schedule for Depository Services;
- An updated version of the Fee Schedule for services connected to operations with securities in respect of which NSD opened a CSD nominee account or in respect of which NSD acts as an entity providing mandatory centralized custody;
- An updated version of the Fee Schedule for Services Provided under Collateral Management Services Agreements; and
- An updated version of the Fee Schedule for Repository Services.
1 — Russian Accounting Standards.
2 — International Financial Reporting Standards.