On 25 March and 28 March 2022, meetings of the Supervisory Board of National Settlement Depository (NSD) took place. The Supervisory Board approved resolutions related to the preparation, convocation and holding of NSD’s Annual General Meeting of Shareholders in 2022 (the ‘Meeting’).
The Meeting to be held on 27 April 2021 in the form of a meeting in absentia. 4 April 2021 was determined as the date as at which a list of persons entitled to attend the Meeting is to be drawn up (the record date). A notice regarding the convocation of the Meeting will be posted on NSD’s official website https://www.nsd.ru/en/.
Information (materials) for the persons entitled to attend the Meeting:
- will be made available at Room 1.9, 12 Spartakovskaya Street, Moscow, starting from 7 April 2022, and will also be sent in electronic format (as electronic documents) to NSD's registrar for further communication to the persons entitled to attend the Meeting, in accordance with the securities laws of the Russian Federation.
Completed voting ballots shall be sent by the persons entitled to attend the Meeting to the following mailing address: Bldg. 1, 23 Novokhokhlovskaya Street, Moscow, Russia, Company “STATUS”.
Votes may also be cast by giving the relevant organization keeping records of the rights to NSD’s shares a voting instruction in accordance with the securities laws of the Russian Federation.
The persons entitled to attend the Meeting will be able to complete the e-voting ballot form on NSD's web site at https://www.e-vote.ru/en/.
Registrar Society “STATUS” Joint-Stock Company will exercises vote counting committee's functions.
The following Meeting Agenda was approved:
- Approval of NSD’s Annual Report for 2021 Comprising NSD’s Annual Financial Statements;
- NSD’s Profit Distribution (Including Payment (Declaration) of Dividends) for Reporting Year 2021;
- Approval of NSD’s Auditor;
- Approval of the Number of NSD’s Supervisory Board Members;
- Election of NSD’s Supervisory Board Members;
- Election of NSD's Internal Audit Commission Members;
- Remuneration of NSD’s Supervisory Board Members;
- Remuneration of NSD's Internal Audit Commission Members;
- Approval of the amended and restated NSD’s Supervisory Board Members’ Remuneration and Expenses Reimbursement Regulations.
Based on the Moscow Exchange’s proposal and the recommendations of the Nomination and Remuneration Committee of NSD’s Supervisory Board, a list of nominees to be voted upon and elected to NSD’s Supervisory Board at NSD’s Annual General Meeting of Shareholders was drawn up. It includes the following candidates:
- Eddie Astanin
- Mikhail Bratanov
- Andrey Golikov
- Yury Denisov
- Viktor Zhidkov
- Bella Zlatkis
- Natalia Karaseva
- Natalia Nikolaeva
- Anton Storozhenko
- Vladimir Tamozhnikov
- Andrey Fokin
The resolution of NSD’s Supervisory Board dated 3 March 2022 related to the inclusion of the individuals to the list of nominees to be voted upon and elected to NSD’s Supervisory Board at NSD’s Annual General Meeting of Shareholders in 2022, in accordance with the Moscow Exchange’s proposal, was revoked.
The Supervisory Board made the following recommendations and proposals to NSD’s Annual General Meeting of Shareholders:
- Not distribute NSD's net profit for reporting year 2021, which shall be retained by NSD at its disposal.
- Neither declare, nor pay dividends out of NSD's net profit for reporting year 2021.
- Pay the remuneration to NSD’s Supervisory Board members in accordance with NSD’s Supervisory Board Members’ Remuneration and Expenses Reimbursement Regulations. Determine that no remuneration shall be paid to NSD's Internal Audit Commission members.
- Approve Ernst & Young LLC as NSD’s independent auditor.
- Approve of the amended and restated NSD’s Supervisory Board Members’ Remuneration and Expenses Reimbursement Regulations.
The Supervisory Board pre-approved and recommended that NSD’s Annual General Meeting of Shareholders approve NSD’s Annual Report for 2021 Comprising NSD’s Annual Financial Statements.
Other resolutions of NSD’s Supervisory Board
The Supervisory Board approved the following amended and restated internal documents:
- Regulations on NSD’s Customer Committee for Settlement and Depository Services and Tariffs;
- Regulations on NSD’s Customer Committee for Quality Control and Risk Management;
- Regulations on NSD’s Customer Committee for Registrar and Depository Relations;
- Regulations on NSD’s Internal Control Department.