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The Russian Institute of Directors once again confirmed IDGC of Centre’s corporate governance rating at the level of NCGR 7+ "Developed practice of corporate governance". In the process of monitoring, experts conducted an analysis of corporate events that occurred in the Company during the period from February to August 2018 and noted the following positive points.
On 31 May 2018, the Annual General Meeting of Shareholders of IDGC of Centre following the results of 2017 was held, during which shareholders for the first time were able to implement in practice the previously stated in the internal documents of the Company the possibility of electronic voting. They were provided with technical conditions for voting at the General Meeting by filling out the electronic form of the bulletin on the website of VTB Registrar, which is the holder of the register of holders of the Company’s securities.
In addition, during the preparation for the meeting, the Company supported not only a telephone channel and a special e-mail address for communication with shareholders, but also ensured the work of the forum on the agenda of the meeting on the Company’s website on the Internet.
In accordance with the agenda of the meeting, the shareholders approved the Annual Report and the annual accounting statements, a decision was made to pay dividends on the results of 2017, new members of the Board of Directors and the Audit Commission were elected. The external auditor of the Company was elected based on the results of the tender. It was the company Ernst & Young LLC, a member of the Big Four and one of the world’s largest auditing companies.
At the annual General Meeting of Shareholders, a new Board of Directors was elected – 11 members, of which two are independent, one is executive and eight are non-executive directors.
The Audit Commission included five people who are not members of the management bodies or employees of the Company, which ensures the objectivity and independence of judgments of this control body.
In addition to the above positive points, the following are preserved in the practice of corporate governance of IDGC of Centre:
the functions for recording the ownership of the Company’s shares are carried out by an independent registrar with a high reputation and reliable technologies;
the powers of the Board of Directors of the Company in terms of making decisions on material transactions have been expanded;
the Company attracts independent appraisers in cases, in addition to those stipulated by law, requirements of such attraction are fixed by internal documents;
materials for the preparation for the General Meeting of Shareholders are posted on the Company’s website in Russian and English, while the list of materials is expanded taking into account the recommendations of the Russian Corporate Governance Code;
the Company adopted the practice of rotating external auditors at least once every five years, and in addition, the external auditor does not provide non-audit services to IDGC of Centre;
the Company has a positive dividend history: during the last eight years, dividends were declared and paid on time;
meetings of the Board of Directors are held regularly in accordance with the pre-approved work plan, and members of the Board of Directors are provided with information in advance in order to prepare for the meetings;
minutes of meetings of the Board of Directors specify information on how each member of the Board of Directors voted, and dissenting opinions, if any, are an integral part of the minutes;
the Company has a complex regulation of the conflict of interests of members of the Board of Directors and members of executive bodies;
the Board of Directors of the Company approved internal documents that define the main principles, elements and procedures of the internal control system and risk management system. The Board of Directors annually assesses the effectiveness of the internal control system and risk management system;
the functions of the Internal Audit Department of the Company comply with the recommendations of the best practice of corporate governance, the Department is functionally accountable to the Board of Directors of IDGC of Centre;
the Company has approved a regulatory and methodological framework for risk management, there is an internal division that performs key functions for risk management;
the position of the Corporate Secretary has been created in the Company, whose functions and powers correspond to the recommendations of the Russian Corporate Governance Code;
on the website and in the Annual Report the Company discloses information on the individual amount of remuneration of members of the Board of Directors;
the Company provides free and easy access of interested persons to the financial and accounting statements of the Company prepared under RAS and IFRS (annual and interim);
the corporate website of the Company is highly informative for all interested parties: including information on decisions of the General Meeting of Shareholders and the Board of Directors, as well as detailed information on all material transactions and related party transactions;
the Company implements various social projects for its employees and members of their families, consumers of services, actively participates in charitable and sponsorship activities.
"Raising the level of corporate governance is one of our priorities, and the high rating of the rating agency confirms that the Company is moving in the right direction," stressed Olga Kharchenko, Director of Corporate Governance and Head of Corporate Governance and Shareholder Relations Department. "In the future, we will continue to implement the principles and recommendations of the Bank of Russia’s Corporate Governance Code and the best Russian and international practices."