ADVANCED GOVERNANCE AND RESPONSIBLE BUSINESS PRACTICES
The corporate governance system
Moscow Exchange Group’s corporate governance system is based on Russian statutory rules and recommendations issued by the Central Bank of Russia, as well as on international best practices and standards. To improve the quality and effectiveness of corporate governance, the system is constantly being improved to align with the requirements of regulatory bodies, the opinions of shareholders and investors, and the Group’s development strategy.
The corporate governance system of Moscow Exchange Group is comprised of the following governing, auxiliary, and control bodies:
- the General Shareholders Meeting is the supreme governing body;
- the Supervisory Board handles general management of Moscow Exchange’s activities and strategic management;
- the Supervisory Board committees have an advisory role; their responsibilities include preliminary consideration and formulation of recommendations to help the Supervisory Board decide crucial issues;
- the chairman of the Executive Board and the Executive Board itself are the executive governing bodies; they govern day-to-day activities at Moscow Exchange;
- the Internal Control and Internal Audit services oversee the effectiveness of risk management and corporate governance practices and compliance with legal requirements, corporate policies, and business processes, and also perform other functions; an independent external auditor The Central Bank of Russia recommends that the auditing organization be determined through open bidding, at least once every five years. The audit company was last changed in 2017. reviews and confirms the Group’s financial reports;
- the user committees are advisory bodies of Moscow Exchange;
- the Corporate Governance Department and the Corporate Secretary coordinate the Exchange’s actions to protect shareholders’ rights and interests.
Moscow Exchange’s Corporate Governance Code is in force at the Group; it sets out core principles and objectives of the corporate governance system, including the principles of implementing corporate governance which are to be followed by the Group’s companies. A top-level approach to management approved at Moscow Exchange and then integrated at all companies of the Group. NCC and NSD strive to implement all requirements relevant to Moscow Exchange in their activities.
See the 2021 Annual Report of Moscow Exchange Group (p. 63) for more detailed information on Moscow Exchange’s corporate governance system and the results of its development in 2021, as well as for further information on its key governing bodies.
General Shareholders Meeting
The General Shareholders Meeting acts in accordance with Russian legislation and the Charter of Moscow Exchange.
The Supervisory Board is the main governing body of Moscow Exchange, acting in accordance with the Charter and the Regulation on the Supervisory Board of Moscow Exchange, approved by the General Shareholders Meeting. The committees under the Supervisory Board consider sustainability-related issues in accordance with their scope of authority. See the 2021 Annual Report of Moscow Exchange Group (p. 74) for further details on the work of the committees.
Supervisory Board members are elected by the General Shareholders Meeting to sit on the Board until the next Annual General Shareholders Meeting. The members of the Supervisory Board are elected by cumulative voting.
The competence of the Supervisory Board is defined in the Charter and is delimited from the competence of Moscow Exchange’s executive bodies, which manage its day-to-day activities. In particular, the Supervisory Board is responsible for approving the mission, strategy, and performance targets of Moscow Exchange, as well as most of its internal policies; it also takes decisions on pressing issues that affect the implementation of the strategy and the Group’s long-term development.
External and internal evaluation
As per the recommendations of the Corporate Governance Code of the Central Bank of Russia and best international practices, the Supervisory Board of Moscow Exchange self-assesses the effectiveness of its activities annually. In addition, an external evaluation involving an independent consultant is carried out once every three years; the next is scheduled for 2022.
Remuneration of the Supervisory Board members
The system of remuneration of Supervisory Board members is set out in the Regulation on Remuneration and Compensation of Expenses, approved by resolution of the Annual General Shareholders Meeting. Each Supervisory Board member is paid a fixed amount, depending on
- the Supervisory Board member’s status (compliance with the independence criteria);
- additional functions performed (as chairman or deputy chairman of the Supervisory Board);
- contribution to the work of the committees under the Supervisory Board (as committee chairman or member);
- attendance at meetings of the Supervisory Board.
As per the current legislation of the Russian Federation, the “say on pay” A corporate rule applicable in some jurisdictions: it grants shareholders the right to vote on the remuneration paid to members of the main corporate governance bodies. concept is not applicable.
The Executive Board manages the day-to-day operations of Moscow Exchange. The chairman of the Executive Board acts on behalf of Moscow Exchange without the need for a power of attorney. He or she represents its interests, issues orders, gives instructions mandatory for all Moscow Exchange employees, and delegates certain powers.
Remuneration of Moscow Exchange executives
The system of remuneration of Moscow Exchange executives is regulated by the Policy on Remuneration and Compensation of Expenses of Executive Body Members. The policy sets out the principles of and approaches to remuneration; it establishes the procedure for determining the amount of remuneration and the types of payments, benefits, and perks granted to executive body members. Remuneration consists of a fixed and a variable component. The variable component accounts for a significant share of annual pay. There are plans to review and implement sustainability KPIs for Executive Board members. Consultants are not involved in determining remuneration.
The total amount of remuneration to be paid to Executive Board members is assessed by the Nomination and Remuneration Committee for compliance with the remuneration level at comparable companies, based on research purchased from leading consulting companies. Members of Moscow Exchange’s executive bodies are not paid remuneration for their work on the governing bodies of other companies of the Group.
See the 2021 Annual Report (p. 82, pp. 87–88)for further detail on the system of remuneration of governing body members.
Preventing conflicts of interest
In order to prevent conflicts of interest among members of the governing bodies, the Policy on Management of Conflicts of Interest and Corporate Disputes has been adopted. The key principles of this policy include
- the requirement that members of the Supervisory Board, members of the Executive Board, and the chairman of the Executive Board notify Moscow Exchange of conflicts of interest;
- priority of the interests of Moscow Exchange and its shareholders over the personal interests of the members of Moscow Exchange’s governing bodies;
- contribution of the Supervisory Board to the prevention, identification, and settlement of corporate conflicts;
- priority participation of independent directors in preventing corporate disputes and performance of significant corporate actions by Moscow Exchange.
A list of affiliated persons is disclosed on the Moscow Exchange website to inform shareholders and other interested parties. See the corresponding report for information on interested party transactions made by Moscow Exchange in the reporting year.
Sustainability management system
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Sustainability-related powers are distributed among the Supervisory Board, the Executive Board and the chairman of the Executive Board; this distribution is established in the Charter of Public Joint-Stock Company Moscow Exchange MICEX-RTS.
The Supervisory Board reviews sustainability reports. The decisions made at meetings are submitted to management for execution.
The Executive Board shapes Moscow Exchange’s overall sustainability agenda and is responsible for operational decisions in this area. In 2021, the Executive Board decided to form an advisory body for sustainability. The body was created under the Sustainability Roadmap; its functions include the development of goals on economic, environmental, and social aspects. The chairman of the Executive Board manages sustainability-related activities and may delegate their management to specific departments.
Management of the sustainability agenda at the departmental level is shown in the diagram.
The chairman of the Supervisory Board and independent directors are regularly invited to speak at roundtables and conferences where sustainability-related issues are discussed. There is also interaction on relevant issues at the level of government authorities. The chairman of the Supervisory Board may receive enquiries and requests from stakeholders through the feedback form available on the corporate website. There are also informal channels for interacting with stakeholders. The members of the Supervisory Board are open to dialogue with all stakeholders, including through informal channels of communication, to process enquiries and requests and submit them to management.
Business ethics and anti-corruption
Maintaining and developing a culture of trust and responsibility is a key priority of Moscow Exchange Group’s updated strategy. The Group upholds high standards of corporate business conduct and values its reputation. In particular, Moscow Exchange adheres to the principle of zero tolerance of corruption in any form.
Key principles of the Moscow Exchange Code of Ethics:
- respect for staff and equal opportunity;
- respect for staff civil rights, including their right to freedom of speech;
- zero tolerance of corruption;
- prevention of conflicts of interest;
- combating money laundering and terrorism financing;
- countering the use of inside information;
- protection of Moscow Exchange’s assets, including intellectual property rights;
- protection of shareholders’ interests;
- non-disclosure of confidential information and protection of intellectual property rights;
- maintaining trust-based relationships with customers, partners, and government authorities;
- neutral stance towards political and religious activities (the Group’s employees are, however, welcome to engage in such activities at their own expense and as private individuals);
- corporate social responsibility and commitment to sustainability.
The Code of Professional Ethics sets out values that are fundamental to decision-making in the course of Moscow Exchange’s activities:
- openness and decency;
- continual development and openness to change;
- partnership with customers;
- responsibility for the future of the company.
To implement the zero-tolerance principle, Moscow Exchange Group takes steps to prevent corruption. These measures are aimed at both internal and external stakeholders, including informing and training staff, developing mechanisms to obtain information on events that involve the risk of corruption, and incorporating anti-corruption provisions into contracts with counterparties.
Key principles of the anti-corruption policy
- Moscow Exchange prohibits the offering/acceptance of any items of value (including gifts and incentive payments) in soliciting assistance to solve any issues.
- Moscow Exchange prohibits transactions with third parties that would act on behalf of or in the interests of Moscow Exchange.
- Moscow Exchange has corruption risk controls embedded in all aspects of its activities.
- Moscow Exchange incorporates anti-corruption provisions (clauses) into contracts and vets all counterparties.
- Moscow Exchange provides mechanisms for its staff and third parties to report information on corruption risks (including anonymously).
Mechanisms for reporting instances of corruption and violations of standard business practices
The Group created “SpeakUp!”, an intranet portal for reporting compliance-related issues, enabling the responsible officers to be promptly informed of possible instances of corruption and violations of standard business practices. The information reported is considered confidentially; the Group’s anti-corruption policy guarantees
Employees can also use SpeakUp! to get advice on ethical business conduct and anti-corruption. Moscow Exchange adheres to the open-door principle; employees can also directly contact the compliance department by phone, submit questions via a dedicated email address, and use the internal compliance portal. Information about obtaining advice on business ethics is provided to employees in the course of training on anti-corruption policies and methods.
To ensure that staff awareness of anti-corruption practices and methods remains high, Moscow Exchange Group provides information to its personnel at several levels:
- Upon hiring, new employees undergo a brief training course and read and sign key documents.
- Whenever the values, principles, or behavioral standards and rules of Moscow Exchange change, staff are informed accordingly through the internal portal and other means of internal communication (the corporate magazine, posters, newsletters, etc.).
- Supervisory Board members who are not employees of Moscow Exchange Group are introduced to new values, principles, standards, and rules of conduct when approving the relevant documents.
- The Group also runs an internal training course that is mandatory for all employees.
Approach to taxation
The approach to taxation is described in the tax strategy of Moscow Exchange Group. In its tax-related activities, the Group relies on the requirements of the tax legislation and considers effective management of tax risks to be a significant factor in increasing the Group’s value. In 2021, there were no tax disputes at the Group.
The Company values its reputation as a responsible taxpayer and strictly complies with tax laws in all jurisdictions where it does business. As a major taxpayer, the Group recognizes the importance of being a socially responsible business and strives to balance corporate, government, and public interests.
The tax strategy was developed in 2021 and approved in 2022. As of the date of this report, the tax strategy has not been made public.
The Group adheres to the following guiding principles for the tax function:
- systemic, consistent, and transparent management of tax-related issues;
- clear allocation of functions and responsibilities among the parties involved in tax relations;
- participation of the Group’s senior management in decision-making on key tax issues, as well as timely involvement of tax experts in decision-making on corporate issues;
- availability of effective tools for monitoring the implementation of decisions, including automation of key processes and procedures.
The tax strategy is approved by the Supervisory Board of Moscow Exchange. The tax strategy is revised whenever the approaches set out in the tax strategy are changed.
The Internal Audit Service (IAS) is responsible for monitoring compliance with the tax strategy and legal requirements. The tax management system is assessed by the IAS at least once a year. The approach to taxation is set out in the Group’s tax strategy.
Moscow Exchange and NCC take the following approach to tax risks:
- tax risks are integral to the Group’s risk management and internal control system; they are identified according to the principles established by Moscow Exchange’s Supervisory Board: continuity, economic feasibility, and efficiency;
- all identified tax risks are subject to an assessment and materiality ranking;
- tax risks are monitored quarterly through control procedures.
The fulfilment of tax obligations is subject to an annual audit procedure and is disclosed in the Group’s annual report. The latest information on the fulfilment of tax obligations is given in the 2021 Annual Report.
Moscow Exchange and NCC are involved in tax monitoring. NSD plans to join tax monitoring in 2024. Tax monitoring refers to an open dialogue between the Group’s companies and the tax authorities. The exchange of information is facilitated via remote access to the information systems of Moscow Exchange and NCC, as well as to their accounting and tax reports. This method of providing data to the tax authority allows the Group to promptly coordinate a position with the tax authority on the taxation of planned and completed transactions.
Moscow Exchange has joined the following organizations which discuss issues related to transparent taxation: SRO NFA (National Financial Organization), ABR (Association of Banks of Russia), and NAUFOR (National Association of Stock Market Participants). Moscow Exchange I involved in preparing amendments to tax legislation based on best practices, representing the interests of financial market participants.
The Group discusses pressing issues associated with amendment of the tax legislation at working groups, committees, and roundtables; it also prepares draft regulations and requests for clarification of the legislation. It can also analyze, update, and submit proposals to government authorities to amend the tax legislation.
Supply chain management
Moscow Exchange Group emphasizes responsible supply chain management and close cooperation with suppliers of products and services in order to ensure economically efficient of procurement and to mitigate relevant financial and non-financial risks. The Group has a vested interest in developing fair competition on the market and strives to cooperate with reliable and responsible suppliers.
Key principles of procurement
- transparent procurement: any supplier may fill out a questionnaire on Moscow Exchange’s website; auctions are held on a B2B digital trading platform;
- equality, fairness, non-discrimination, and no unreasonable competition restrictions imposed on participants in procurement: all participants, regardless of the size of their business and their country of registration, enjoy equal rights to participate if the transparency and substantive criteria are met;
- there is no additional bidding stage after the final call for bids is announced, unless there are justified changes in the terms of reference, in which case the process is treated as a new procurement;
- no provision of services by suppliers who violate Russian legislation currently in effect, including the Labor Code;
- zero tolerance for any corrupt practices.
The bulk of procurement by Moscow Exchange Group relates to IT, specifically the development, maintenance, and purchase of modern software and hardware. Due to the specific requirements of Moscow Exchange, its activities often demand unique technological solutions. In most cases, such challenges are solved by consultants and contractors. The Group contributes to boosting demand for innovative and high-tech products and services, as well as creating new jobs in the supply chain.
Supply chain risk management
Moscow Exchange Group always assesses economic, financial, and related-party risks associated with all its suppliers, using the latest data for verification (which should be no older than one year). Suppliers assessed to have a high level of risk are not granted contracts. If a supplier is found to be dishonest (breaching a contract or bidding requirements), they may be disqualified.
In accordance with internal regulations, the procurement documentation includes a link to the corporate portal or an email address where losing bidders can submit feedback on the transparency and fairness of procurement procedures.
To manage ESG risks in the supply chain, Moscow Exchange Group uses standard contract templates containing clauses stipulating that suppliers must comply with Russian legislation (including the Labor Code), as well as a clause emphasizing the Group’s zero tolerance for corruption and bribery. In the agreements concluded between Moscow Exchange Group and its suppliers, the parties warrant that their employees will not offer, solicit, or consent to any corrupt payments (in cash or valuable gifts) to any persons, nor accept such money or gifts.