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, and 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. In addition, any Moscow Exchange shareholder may speak on agenda items or address the Chairman of the Supervisory Board, which ensures 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 investors and, if necessary, gives appropriate instructions to senior managers.
The terms of reference for the Supervisory Board are established in the Charter and are clearly separate from those of the executive bodies of the Exchange responsible for the current management of the Exchange. In particular, the Supervisory Board:
- determines the Exchange’s vision, mission and strategy;
- is responsible for the strategic management and long-term sustainable development of the Exchange;
- establishes the Exchange’s strategic goals and key performance indicators.
The Supervisory Board’s work schedule was approved in December 2014 and confirmed at the first meeting of the newly elected Supervisory Board held after the Annual General Meeting of Shareholders. The work schedule includes Moscow Exchange’s main activities, which are correlated with the Company’s strategic planning cycle and existing business cycles. In preparing the work schedule, the suggestions of members of the Supervisory Board and of senior managers on priority issues were taken into account.
The agenda of each in person meeting of the Supervisory Board includes three to five substantive matters for decision-making and management reports. Matters related to the implementation of priority projects, operational continuity, budget performance and orders of the Supervisory Board are considered as frequently as required.
In-person meetings of the Supervisory Board are those where all 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 the official website of the Exchange in the form of press releases and statements of material facts, as well as in Moscow Exchange’s annual reports, which ensures that information related to the Supervisory Board is transparent.