Procedures

Procedures of candidates nomination to the Board of Directors 

According to Article 13 of the Company’s Articles of Association:

The Company’s shareholders (shareholder) who own(s) jointly not less than 2 (two) percent of the Company’s voting shares are entitled to nominate the candidates to the Board of Directors whose number cannot exceed the Board of Director size no later than 60 (Sixty) days following the end of fiscal year.

Proposal on candidates nomination are filed in writing including name of proposing shareholders (shareholder), quantity and class (type) of shares owned by them and should be signed by shareholders (shareholder).

Proposal on candidates nomination – name and data of identity document (series and (or) number of a document, date and place of issue, issuing body) of each nominated candidate, name of the body which he is proposed to be elected to.

The Company’s Board of Directors is obliged to consider the filed proposals and to take decisions concerning their inclusion to the agenda of the Company’s General meeting of shareholders or concerning the refusal in inclusion to the mentioned agenda no later than 5 (five) days following the end of the term mentioned in paragraph 13.1. of the Company’s Articles of Association (no later than 60 (Sixty) days following the end of fiscal year.

The Company’s Board of Directors is entitled to refuse in inclusion of nominated candidates into the list of candidates for elective voting to the Company’s Board of Directors on grounds provided by the Federal Law "On joint-stock companies" and other legal acts of the Russian Federation.

Motivated decision of the Company’s Board of Directors concerning the refusal in inclusion of candidate into the list of candidates for elective voting to the corresponding body of the Company is sent to shareholder (shareholders), who brought the item or nominated a candidate no later than 3 (three) days from the date it was taken.

In case of absence or insufficient number of candidates proposed by shareholders for formation of the Board of Directors the Company’s Board of Directors is entitled to include the candidates into the list of candidates in its discretion.

Election of members of the Company’s Board of Directors is performed by means of cumulative voting.

At cumulative voting the number of votes belonging to each shareholder is multiplied by the number of persons who are to be elected to the Company’s Board of Directors and a shareholder is entitled to give all votes received by such a way for one candidate or to distribute them between two or more candidates.

Candidates received the greatest number of votes are considered to be elected to the Company’s Board of Directors.

Procedures of bringing items to the Board of Directors 

Meetings of the Board of Directors are held according to the approved plan of the Board of Directors operation and in cases of necessity, but at least once every six weeks.

Meetings of the Board of Directors are convened by Chairperson of the Board of Directors:

  • according to the schedule of holding of the Board of Directors meetings, approved plan of the Board of Directors operation;
  • on own initiative of Chairperson of the Board of Directors of the Company;
  • on a written request of a member of the Board of Directors, the Company’s Audit Commission, the Company’s General Director, the Company’s Management Board, and the Company’s Auditor.

A request on convocation of a Board of Directors meeting shall contain:

  • reference to the initiator of holding the meeting;
  • wording of agenda items;
  • reasons of putting the items in to the agenda;
  • information (materials) on the agenda items;
  • draft decisions on the agenda items.

A request on convocation of a Board of Directors meeting shall be drawn up in written form and signed by the person, demanding its calling.

A request of the Company’s Audit Commission on calling a Board of Directors meeting shall be signed by Chairperson of the Audit Commission.

A request on convocation of a Board of Directors meeting with enclosure of all necessary materials (information) shall be delivered to Chairperson of the Board of Directors with simultaneous delivery of a copy of the suggestions to Corporate Secretary.

A request of General Director and members of the Company’s Management Board to convene a Board of Directors meeting which contains the items which are subject to preliminary consideration by the Company’s Management Board shall be forwarded to the Board of Directors only after their consideration by the Company’s Management Board and development of respective recommendations on them.