REPORT ON THE ADHERENCE TO THE MOSCOW EXCHANGE CORPORATE GOVERNANCE CODE AND THE RESULTS OF THE IMPLEMENTATION OF GOVERNANCE PRINCIPLES PRESENTED THEREIN In accordance with Bank of Russia Ordinance No. 5062-U of 17 January 2019.
Moscow Exchange (hereinafter also referred to as MOEX) fully complies with its own Corporate Governance Code whose new version was approved by the Resolution of the Supervisory Board of 14/10/2019
Information on the results of the implementation of corporate governance principles is set out in Chapter I, Section 4, Clause 4.2, of MOEX CGC:
No. | Principle | Implementation Results |
|---|---|---|
1 | Support of MOEX governance system that corresponds to its strategic goals, corporate values, operational specifics and clients’ needs and interests | A special feature of MOEX is that, on the one hand, it is a public company with shares traded on the regulated market and, on the other hand, it sets corporate governance standards for Russian public companies (including itself) as a part of the listing procedure. In this regard, active participation of MOEX and MOEX Group (hereinafter, the Group) in improving the level of corporate governance of Russian companies is one of its strategic initiatives, set out in its strategy. Compliance with the principles and best practices of corporate governance, as well as Group’s strategy, is a key condition for MOEX successful development. MOEX aims to set the example for other public companies in implementing high standards of corporate governance. MOEX’s corporate governance system includes the system of governing bodies, supervisory bodies and other MOEX bodies and the system of the relationship between control bodies, supervisory bodies, other MOEX bodies and its shareholders, as well as their engagement with stakeholders. The system of MOEX bodies engagement with MOEX shareholders and stakeholders is based on the following principles:
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2 | Support to MOEX Supervisory Board’s activities based on the following: | |
| In accordance with MOEX Charter, the Supervisory Board performs strategic governance of MOEX through the following:
MOEX strategic goals are defined under the MOEX Group Strategy 2024. Strategic goals of MOEX are subject to continuous monitoring based on the MOEX Group Strategy 2024. Thus, the Supervisory Board approved by its Resolution dated 14/10/2019 the MOEX Group Strategy 2024 (pre-considered at the meeting of the Strategy Planning Committee of the Supervisory Board). The Strategy defines MOEX strategic goals until 2024. In 2022 the Supervisory Board reviewed and (or) approved the following strategies of MOEX and the MOEX Group:
Also in 2022, the Supervisory Board reviewed the information on the progress in implementing strategic directions of the Moscow Exchange controlled by the Supervisory Board (resolution of 16/12/2022) and the report on implementing such strategic directions in 2022 (resolution of 30/6/2022). Given the geopolitical and economic situation, in 2022 the Supervisory Board considered a temporary shift to annual business planning as appropriate and approved a consolidated business plan (budget) for the Group for 2023 with a strategic scenario (resolution of 16/12/2022). The Supervisory Board also approved KPIs (targets) for MOEX for 2023 (resolution of 16/12/2022). | |
| The Supervisory Board controls activities of executive bodies by means of the following:
In 2022 the Supervisory Board reviewed and took under advisement the following documents:
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On 16/12/2022 the Supervisory Board approved:
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| The MOEX Supervisory Board assesses its own performance and performance of its members, as well as performance of committees under the Supervisory Board. Working efficiency of the Supervisory Board and committees of the Supervisory Board is assessed on the basis of the MOEX Methodology of Corporate Governance Assessment approved by the MOEX Supervisory Board on 21/10/2016. Performance assessment is carried out in the form of internal assessment (self-assessment and competence In 2020-2021, an internal assessment of performance of MOEX Supervisory Board and committees under the Supervisory Board was conducted. Based on the performance assessment results, the Director of the Corporate Governance Department reviewed and prepared a report along with an action plan to improve current corporate governance processes related to the performance and delineation of authorities of governing bodies. In spring 2022, an external independent consultant, LEADERSHIP VECTOR company, assessed the Supervisory Board’s performance. The findings of the external assessment (Report of the independent consultant On the Results of the External Assessment) were considered at the in-person meeting of the MOEX Supervisory Board on 08/06/2022. A substantial part of the recommendations mentioned in the Report was implemented, while some recommendations are in the process of implementation. Information on findings of performance assessment of the Supervisory Board and committees at the Supervisory Board is included in the annual report and is disclosed on the official website of MOEX. | |
| MOEX Supervisory Board’s governance and control functions are segregated according to the Charter. The Supervisory Board controls, among other things, the following:
In regard to governance functions, the Supervisory Board provides, among other things, overall management of MOEX, namely, it determines the main guidelines, development strategy and priorities, approves the consolidated business plan (budget) of the MOEX Group and defines principles and approaches to the organisation of risk management, internal control and internal audit systems. Members of the Supervisory Board in the exercise of their rights and duties act in the interests of MOEX in good faith and reasonably. They are obliged to reimburse MOEX and shareholders acting in the interests of MOEX, for losses caused to the Company through their fault, if it is proved that the member of the Supervisory Board acted in bad faith or unreasonably in exercising his/her rights and duties, including if his/her actions (omissions) were not consistent with the ordinary terms of civil-law transactions or normal business risk | |
3 | Ensuring the functioning of internal control, internal audit, MOEX risk management system | MOEX has in place the risk management and internal control system that complies, among others, with the requirements of the Russian legislation applicable to MOEX as trade organiser, as well as with international recommendations for building risk management and internal control systems. The risk-oriented approach is applied to the internal control system. Internal control is ensured by MOEX governing bodies (General Meeting of Shareholders, Supervisory Board, Executive Board and the Chairman of the Executive Board), Audit Committee of the Supervisory Board, external auditor, Internal Audit Service, Internal Control Service, Internal Control and Compliance Department, risk and business continuity management subdivisions, security subdivisions and other subdivisions and employees of MOEX (including the Chief Accountant and his or her deputies), that ensure control within the scope of their authorities, as outlined in MOEX internal documents. The internal control follows the three lines of defence principle, which is in line with the best international practices. The first line of defence means all representatives of MOEX business functions and employees of operation subdivisions involved in the detection, assessment, and management of risks inherent in daily activity, as well as in development and implementation of policies and procedures that govern existing business processes. The second line of defence comprises the Department for Operational Risk, Information Security and Business Continuity, Internal Control and Compliance Department, Internal Control Service, Security Department, Legal Department and certain employees and subdivisions of the Finance Unit. The second line of defence employees and business units perform continuous risk monitoring and management, and they also control MOEX compliance with the federal laws and regulations adopted in accordance therewith and compliance with trading rules and MOEX constituent and internal documents as part of the following areas:
The second line of defence supports the first line of defence on the matters regarding identification of regulatory risks, development and implementation of control procedures, clarification of applicable law requirements and preparation of monitoring reports for governing bodies. The third line of defence is the Internal Audit Service that independently assesses the efficiency of processes developed by the first and second lines of defence and delivers independent and objective information to governing bodies on efficiency and effectiveness of financial and economic activity, efficiency of assets and liabilities management, including assets safety, and efficiency of management of trade organiser risks. The governing bodies of MOEX define internal control and risk management principles and approaches. MOEX has in place a risk management system that is appropriate to the nature and scope of its transactions and includes risk mitigation measures; risk monitoring system that ensures submission of necessary information to MOEX governing bodies; and the process to manage major risk types that may adversely affect its activities as trade organiser and financial platform operator. Risk management functions are distributed between the Supervisory Board and its committees, executive bodies, heads of subdivisions responsible for particular directions of MOEX activities where risks may arise, special subdivision responsible for risks arising in the activities of the trade organiser, Internal Control Service, as well as consultative and advisory bodies of MOEX. |
In 2022, MOEX risk management priorities shifted towards reliability of systems in the existing macro situation. In 2022, implementation of MOEX Group’s Risk Management System Development Strategy 2024 (hereinafter, RMS Strategy 2024), approved by the Supervisory Board in October 2020, continued. The Risk Management Committee of the Moscow Exchange Supervisory Board approved the RMS Strategy 2024 Roadmap. The Risk Management Strategy 2024 outlined the following areas of risk management development:
Among other priorities for the RMS Strategy in 2022 were import substitution and regulatory compliance in terms of operational reliability. The Risk Management Strategy 2024 also identified the system’s success criteria, risks related to the RMS Strategy 2024 implementation and measures aimed at preventing such risks. Information on the risk management system is brought to shareholders, trading and clearing members, the Bank of Russia and other stakeholders on a regular basis either in the form of reports or on the website. In 2022 the implementation of Stabilisation 3.0 programme, which comprises independent assessment of the internal control system and operational and compliance risk mitigation efforts was completed at the level of MOEX Group. One of the main focuses of the programme is to improve compliance culture and develop new channels for risk communication among employees of MOEX Group companies. Seeking to develop a unified approach to compliance risk management in the Group companies and to coordinate the relevant divisions of the Group companies, the Company has established the Steering Committee for Compliance under the Chairman of the MOEX Executive Board. The main objective of the established Committee is to develop unified compliance risk management policies and procedures for the Group companies. MOEX ensures independent internal audit function (Internal Audit Service) by segregating its functional and administrative accountability. Within functional accountability, the Supervisory Board took the following resolutions:
Within administrative accountability, the Chairman of the Executive Board:
Internal audits at MOEX, including relations between the Internal Audit Service and other divisions and the external auditor of MOEX, are organised and performed in accordance with the Internal Audit Regulations. Internal audit employees operate within the framework of applicable laws and professional standards. | ||
4 | Ensuring prevention, identification, and settlement of conflicts of interest related to MOEX activity as well as the fight against corruption | Measures taken by MOEX as a trade organiser and financial platform operator to prevent conflicts of interest are regulated by MOEX internal documents, including the Provision on Identifying and Preventing Conflicts of Interest in the Exercise of Trade Organiser, Financial Platform Operator Activities and Activities of Digital Financial Assets Exchange Operator by the Moscow Exchange, which was approved in 2022. Such measures aim to prevent situations in which personal interest of MOEX employees may affect their fair and efficient discharge of duties. In terms of managing corruption risks, MOEX follows key principles set out in the Anti-corruption Policy approved in 2020. Namely, a zero tolerance approach to corruption; employee engagement; development and implementation of measures to minimise the likelihood of involvement of MOEX and its employees in corruption practices; investigations into good-faith reports of violations of procedures for preventing and combating corruption and holding the guilty persons liable regardless of their position, length of service or other conditions, if they commit corruption offences as part of their duties; mandatory screening of counterparties; and monitoring of the efficiency of the anti-corruption standards and procedures that are in effect. MOEX prevents and detects corruption and manages anti-corruption efforts through the instruments described in the Policy, namely:
Measures aimed at the management of a conflict of interests, arising in cases of conflict between MOEX interests and personal interests of the members of control bodies due to their business, friendly, family and other ties and relations, as well as in cases of conflict between their responsibilities in relation to MOEX and to other persons, are defined in The Policy on the Management of a conflict of interests and corporate conflict in Moscow Exchange approved by the Supervisory Board. The Policy defines obligations of the governing body members related to the implementation of measures to manage conflicts of interest. It outlines approaches and methods to prevent and detect conflicts of interest, including identification of transactions involving a conflict of interest (including transactions with securities of MOEX, interested-party transactions and transactions made outside the ordinary course of business that carry a potential conflict of interest). |
5 | Ensuring equal and fair attitude towards all shareholders (participants) in exercising their right to participate in MOEX governance, as well as the balance between the rights and interests of customers, MOEX contractors and other stakeholders | MOEX ensures equal and fair attitude towards all shareholders in exercising their right to participate in the governance of the Company. One special feature of MOEX’s shareholding structure is the absence of a controlling shareholder. Each shareholder is entitled to take part in the General Meeting of Shareholders held in a form of joint presence, exercising the right to vote in a convenient manner: by sending voting bulletin by mail, personally participating or using an electronic form of voting. In the reporting period, the General Meeting of Shareholders was held in the form of absentee voting (without joint presence of shareholders to discuss agenda items and take decisions on issues put to a vote) in accordance with the applicable law. Each shareholder was allowed to take part in the General Meeting of Shareholders held in the form of absentee voting, exercising their right to vote in a convenient manner: by sending voting bulletin by mail, using an electronic form of voting or giving voting directions (instructions) to record keepers of rights to MOEX’s shares in accordance with the Russian law on securities. MOEX shareholders are allowed to vote electronically by filling in an electronic voting ballot on the website. To ensure equal attitude towards all shareholders, MOEX provides information on holding the meetings, including materials for the meeting, both in Russian and in English. Voting ballots are also available in English, which, in accordance with OECD recommendations, eliminates voting obstacles for foreign shareholders. At General Meetings held in the form of joint presence shareholders are given the opportunity to communicate with MOEX management and receive feedback on the issues of interest to them, whereas members of the executive bodies and the Supervisory Board, the Chief Accountant, representatives of the auditor, and candidates nominated for election to the Supervisory Board are always invited to attend the Annual General Meeting Given that many of the MOEX’s shareholders are also its customers, MOEX ensures equal treatment of customers in offering its services, thereby avoiding any unfair advantage. MOEX follows the principle of respecting the best interests of MOEX and MOEX Group service users through creating user committees by type of activities carried out by financial market participants, type of contracts executed in organised trading and type of securities placed by issuers. Along with user committees, which simultaneously serve as market section councils according to law on organised trading, MOEX has voluntarily established individual committees to ensure a regular dialogue with its customers and their participation in shaping business initiatives. The user committees review most of the business innovations that MOEX implements, as well as tariff policy and technological solutions. Moreover, MOEX strives to build long-term and sustainable mutually beneficial relations with its contractors. MOEX has in place a competitive procedure for selecting contractors that makes the contracting process transparent and allows to select the best contractors for the company. |
6 | Ensuring transparency and effective communications with shareholders (participants) and other stakeholders | MOEX sees timely and full disclosure of information as an important tool for building long-term confidence-based relations with shareholders, which contributes to MOEX’s value and its ability to raise capital and to maintain confidence of shareholders, investors and other stakeholders MOEX seeks to ensure that its shareholders and other stakeholders have access to information on all material facts of MOEX’s operations to enable them to make informed investment and management decisions. The main approaches and principles of information disclosure are established by the Information Policy of MOEX. The new version of the document was approved by the Supervisory Board in 2020. According to the Information Policy, information disclosed by MOEX is divided into three groups:
For user convenience, on the official website of the Exchangeon the Internet Information Disclosure and Compliance sections are available. The Information Disclosure section comprises the following subsections: Issuer’s Disclosure, Trade Organiser’s disclosure, Financial Platform Operator’s disclosure, Other disclosure. Information is also disclosed by publishing in the news feed. The Compliance section comprises the following subsections: MOEX Compliance, Codes of Good Practice and Compliance Hotline. Amid the unprecedented international pressure on Russian companies, MOEX decided to limit disclosures of the personal data of its governing body members, some financial information and client data in 2022. MOEX intends to resume its disclosure practices after further research into the risks associated with such disclosures. For foreign shareholders and investors, a special section https://www.moex.com/en/ is available on the English page of the MOEX website. It contains news for investors, key information on MOEX shares, dividend policy and payments, financial and operating results of MOEX activities, compliance, corporate governance, past and upcoming events for investors and shareholders, as well as contact information. The Head of Investor Relations is responsible for shareholder and investor communications. Contact details are available on the website of MOEX. MOEX management regularly communicates with investors and shareholders and their representatives through news feeds, press releases, annual reports, presentations and other investor materials, meetings and special events for analysts and investors, investor conferences, as well as quarterly conference calls and webcasts for analysts and investors, featuring financial highlights for the reporting period and management commentary. The listed special events were mostly digital in 2022, respecting the Bank of Russia’s restrictions and recommendations. MOEX management also actively engages with the media. These measures help both investors and shareholders stay posted to be able to take informed investment decisions. The Corporate Governance Department with the Head of Investor Relations ensure engagement with existing shareholders of MOEX and, where necessary, with shareholders/participants of MOEX Group companies, also in preparing for General Meetings. |
7 | Striving for further progress with a view to sustainable development of MOEX and increased return on investments in the equity capital | Seeking to ensure sustainable development and increase the return on investments in the equity capital in the long term, MOEX governing bodies acknowledge the need for continuous improvement of MOEX corporate governance system, taking into account its level of development and the impact of external factors, as well as the need for ongoing control over the observance of the rights and interests of shareholders and other stakeholders. On 1July 2022, the Sustainability Roadmap for 2022 was updated pursuant to the Executive Board’s resolution. The road map features sustainable development indicators within the following five focuses: 1. Partnership with local communities. 2. Responsible investment and sustainable development. 3. Corporate culture based on equal opportunity principle. 4. Responsible business practices and advanced governance. 5. Trusted and resilient market infrastructure. |