Provision on information exchange between Independent Directors/Representatives of Minority Shareholders, the Association and its members
I. General Provisions
The present Document is drawn up in accordance with the Charter of the Association, IPA definitions of Independent Directors and Representatives of Minority Shareholders and regulates the procedure, terms and volume of information provided within the framework of the information exchange between IPA approved directors (hereinafter Directors) and the Association Executive Office, as well as the procedure of notification of Association members.
In order to ensure information exchange, responsible persons are appointed by the decision of the Association Executive Director, entitled to obtain information from Independent Directors and in charge of its timely processing, analysis and, when needed, dissemination to the Legal department, members of the Association. Such persons shall also provide the Directors with necessary information, documentation, recommendations and answers their requests etc.
Dissemination of information to shareholders and voting at Board meetings is the responsibility of the Director. At Board meetings the Director's decision making shall be governed by the interests of the company and its shareholders.
The present Document shall be disseminated to all candidates for their acquaintance, which shall be confirmed by their signatures.
II. Procedure and terms of information provision.
2.1.1 When entering into office the Director shall draw up the request (on his or her behalf, if this is allowed by the company's bylaws, or by proxy on behalf of shareholders) for documents to be received from the company subject to disclosure to shareholders in accordance with Articles 89, 91 of the Federal Joint Stock Company Law. These documents are required for the analysis of the issuer's history and evaluation of potential risks for shareholders under various unfavorable circumstances.
2.1.2 The Director shall request from the company the list of information representing commercial secrets, or consult with the Association lawyers on this issue.
2.1.3 The Director shall keep track of regularity and timeliness of information disclosure by the company at the FCSM web site (quarterly reports, material facts etc)
2.2. Information which has to be provided promptly to the Association:
- Minutes of BoD meetings (not later than in 2 weeks after the meeting)
- Minutes of General Meetings (not later than in 2 weeks after the meeting)
- Information about transactions, securities issues, changes to the company's by-laws, which could potentially violate (restrict) shareholders' rights and legitimate interests
- Other information, which, in the opinion of the Director, may have an impact on shareholders' rights and legitimate interests
2.3 Accountability
The Director shall, upon the request of the Association and/or its members, provide explanations on issues, reviewed at BoD meetings, account taken of applicable restrictions related to commercial or office secret.
Upon the results of his work the Director shall submit to the Association a Brief Activity Report in the approved format.
2.4 Provision of information
All the information should be provided to the responsible persons of the Association in hard copies and/or by e-mail.
Under time constraints or the need for prompt actions the information may be passed on (orally) by phone, or by fax, as an exception.
2.5 Dissemination of information
Responsible employees of the Association gather and store materials, as well as inform members of the Association about availability of information about the activities of independent directors, which can be provided to investors upon their request.
Since the Corporate Governance Web site is launched, each independent director has the opportunity to exchange information and opinions with shareholders through his or her own web page. Information provided within the framework of this document will have restricted access.
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