The "Independent Director" definition was developed on the basis of recommendations of international financial institutions, major Russian and foreign investors and issuers, taking into consideration the Draft of the FCSM Code of Corporate Conduct and two year experience of IPA independent directors in the Russian companies' Boards of Directors.

     "Independent Director":

1. is not financially or otherwise depending on the company's management, controlling (dominating) shareholders, large counterparts and competitors
2. is not a representative of the state
3. is not at the same time a member of the executive body
4. is not financially or otherwise depending on the company's affiliated persons (owners of 20%+ votes, members of the Board of Directors, auditor,...)
5. does not represent consultants, contracted by the company
6. has publicly declared his Independent Director status
7. receives the remuneration for his work at the Board of Directors only from the company
8. has necessary qualification
9. works faithfully in the BoD
10. has good reputation
11. disseminates accurate information about the company and maximally facilitate to disseminate access to information by all shareholders of the company
12. personal transactions of the director and his relatives with the company's shares (and other financial instruments) are transparent for the company and its shareholders
13. in case, if the Independent Director stops meeting the requirements of the Independent Director Status during his work at the Board of Directors, he immediately informs the company about this.
14. The Independent Director agrees to disseminate the information about material facts to shareholders upon their request, in case, if the company did not disseminate such information in a legally defined time period.

Note: Besides the above requirements it is obvious that Independent Director must comply with the current legislation when using information and making voting decisions.