Role of the Supervisory Board

The Supervisory Board is a key component of the corporate governance system that generally manages the activities of Moscow Exchange.

The Supervisory Board is accountable to the General Meeting of Shareholders. The members of the Supervisory Board are elected by the General Meeting, and their powers may be terminated at any time by the General Meeting.

Members of the Supervisory Board take part in the Annual General Meeting of Shareholders. The Chairman of the Supervisory Board presides at Annual General Meetings of Shareholders, where any shareholder may ask questions or address the Chairman on agenda items, ensuring the necessary degree of objectivity in considering the agenda.

When developing Moscow Exchange’s strategy, the Supervisory Board takes into account the shareholders’ vision for the development of the Company. The Supervisory Board considers appeals filed by shareholders and, if necessary, gives appropriate instructions to senior management..

The terms of reference for the Supervisory Board are established in the Charter and are clearly separate from those of the executive bodies responsible for ongoing management of Moscow Exchange. In particular, the Supervisory Board:

  • determines Moscow Exchange’s vision, mission and strategy;
  • is responsible for the strategic management and long-term sustainable development of Moscow Exchange;
  • establishes Moscow Exchange’s strategic goals and key performance indicators.

The Supervisory Board’s work schedule for a period of 12 months is confirmed at the first meeting of the newly elected Supervisory Board held after the Annual General Meeting of Shareholders (AGM). The work schedule includes the main activities of Moscow Exchange, which are correlated with Moscow Exchange’s strategic planning cycle and existing business cycles. In preparing the work schedule, proposals of members of the Supervisory Board and senior executives on priority issues are taken into account.

The agenda of each in-person meeting of the Supervisory Board includes three to five substantive matters for decision-making as well as reports from management. Matters related to the implementation of priority projects, budget performance and instructions of the Supervisory Board are considered as frequently as required.

In-person meetings of the Supervisory Board are those where directors are present, and such meetings are generally held in Moscow. The first meeting of the newly elected Supervisory Board takes place in person, generally on the same day that the General Meeting of Shareholders elects the new Supervisory Board.

Information on the activities of the Supervisory Board, including its members, meetings and committees, is disclosed on Moscow Exchange’s website in the form of press releases and statements of material fact, as well as in Moscow Exchange’s annual reports, ensuring transparency in the operation of the Supervisory Board.