INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of January 17, 2019 No. 5062-U

About requirements to the internal document on corporate management of the organizer of trade, the clearing organization, the central partner, the central depositary, and also procedure and terms of disclosure of information containing in the internal document on corporate management, and information on its observance

This Instruction based on part 16 of Article 5, parts 6 of Article 22, Item 14 of part 1 of article 25 of the Federal Law of November 21, 2011 No. 325-FZ "About the organized biddings" (The Russian Federation Code, 2011, No. 48, Art. 6726; 2012, No. 53, Art. 7607; 2013, No. 30, Art. 4084; No. 51, Art. 6699; 2015, No. 27, Art. 4001; No. 29, Art. 4357; 2016, No. 1, Art. 47, Art. 48; No. 27, Art. 4225; 2017, No. 30, Art. 4456; 2018, No. 24, Art. 3399; No. 32, Art. 5103; No. 53, the Art. 8440), parts of 21 Articles 5, Item 10 of part 2 and part 5 of article 19 of the Federal Law of February 7, 2011 No. 7-FZ "About clearing, clearing activities and the central partner" (The Russian Federation Code, 2011, No. 7, Art. 904; No. 48, Art. 6728; No. 49, Art. 7040, Art. 7061; 2012, No. 53, Art. 7607; 2013, No. 30, Art. 4084; 2014, No. 11, Art. 1098; 2015, No. 27, Art. 4001; No. 29, Art. 4357; 2016, No. 1, Art. 23, Art. 47; 2017, No. 30, Art. 4456; 2018, No. 24, Art. 3399; No. 31, Art. 4861; No. 32, Art. 5103; No. 53, the Art. 8440), parts 6 of Article 9, Item 11 parts 2 Articles 17, Item 6 of article 32 of the Federal Law of December 7, 2011 No. 414-FZ "About the central depositary" (The Russian Federation Code, 2011, No. 50, Art. 7356; 2012, No. 31, Art. 4334; No. 53, Art. 7607; 2013, No. 27, Art. 3477; No. 30, Art. 4084; 2015, No. 27, Art. 4001; No. 29, Art. 4357; 2018, No. 17, Art. 2429; No. 32, Art. 5088; No. 53, of the Art. 8440) establishes requirements to the internal document on corporate management of the organizer of trade, the clearing organization, the central partner, the central depositary, and also procedure and terms of disclosure of information containing in the internal document on corporate management, and information on its observance.

Chapter 1. Requirements to the internal document on corporate management of the organizer of trade, the clearing organization, the central partner, the central depositary

1.1. The internal document on corporate management of the organizer of trade, the clearing organization, the central partner, the central depositary (further - the internal document on corporate management) shall contain following provisions.

1.1.1. The description of structure of governing bodies, bodies of internal control and bodies of internal audit of the organizer of trade, the clearing organization, the central partner, the central depositary (further in case of joint mentioning - the Organization).

1.1.2. The list of the internal documents of the Organization determining corporate management system, containing regulations on the board of directors (supervisory board), regulations on the committees created by the board of directors (the observation council) (in case of their forming), the list of the documents regulating the organization and implementation of internal control and internal audit of the Organization, the documents determining rules of the organization of risk management system of the Organization and also the following politicians (in case of their availability):

information policy;

to the politician of anti-corruption and settlement of conflicting interests;

to the politician of remuneration of board members (supervisory board), executive bodies and other key leading employees;

to the politician of innovative development;

to the politician of ensuring succession of members of governing bodies;

policy, approved by the Organization, not specified in paragraphs the second - pole of this subitem.

1.1.3. The provisions reflecting the principles of corporate management of the Organization including the following principles.

1.1.3.1. Providing management system with the Organization answering its strategic objectives, corporate values, features of activities, and also requirements and interests of her clients.

1.1.3.2. Ensuring activities of the board of directors (supervisory board) of the Organization founded:

on strategic management by the Organization;

on implementation by the board of directors (supervisory board) of control of activities of the executive bodies of the Organization, and also decision making directed to remedial action in activities of executive bodies of the Organization in case of their identification by results of implementation of such control;

on evaluating efficiency of activities of the board of directors (supervisory board) the Organization, and also quality evaluation of work of specialized committees in case of the board of directors (supervisory board) (in case of their forming) and disclosure of results of such assessment;

on separation of control functions and managerial obligations, determination of individual and collective responsibility of board members (supervisory board).

1.1.3.3. Ensuring functioning of internal control, internal audit, risk management system of the Organization.

1.1.3.4. Ensuring the prevention, identification and settlement of conflicting interests connected with organization activity implementation and also anti-corruption.

1.1.3.5. Providing the equal and fair attitude towards all shareholders (participants) in case of realization of the participation right by them in management of the Organization, and also respect for balance of the rights and interests of clients, partners of the Organization and other interested persons.

1.1.3.6. Ensuring transparency of activities and effective information exchange of the Organization with its shareholders (participants) and other interested persons.

1.1.4. The provisions determining mechanisms of realization of the principles specified in subitems 1.1.3.1 - 1.1.3.6 these Items, including following provisions.

1.1.4.1. Regulations on the measures aimed at providing availability in the board of directors (supervisory board) of the Organization of independent directors and assessment of board members (supervisory board) regarding their independence if inclusion in structure of the board of directors (supervisory board) of independent directors is provided by the Organization.

1.1.4.2. Regulations on the measures aimed at providing preliminary consideration by the specialized committees created by the board of directors (supervisory board) for preliminary consideration of the single questions which are within the competence of the board of directors (supervisory board) (in case of their forming), questions, connected:

with determination of priority activities of the Organization in the field of management of financial and non-financial risks, and also the organization of risk management system;

with control of financial and economic organization activity, including control of ensuring completeness, accuracy and reliability of accounting (financial) records, and also consolidated financial statements of the Organization, control of functioning of risk management system and internal control, ensuring independence and objectivity of implementation of functions of internal and statutory (external) audit;

with forming of the practice of remuneration of board members (supervisory board), executive bodies and other leading employees of the Organization providing motivation for work of specified persons and allowing to attract and hold competent and qualified specialists;

with implementation of human resources planning (succession planning), professional structure and overall performance of the board of directors (supervisory board) and executive bodies of the Organization.

1.1.4.3. Regulations on the measures directed to functioning of system of remuneration of members of governing bodies of the Organization providing:

dependence of remuneration of members of executive bodies of the Organization, and also ratio of the fixed part of remuneration and variable part of remuneration on results of work of the Organization and personal deposit of members of executive bodies of the Organization in achievement of such results;

the assessment of results of work of the Organization which is carried out taking into account analysis results of the risks accepted by the Organization and directed to exception of possibility of creation of incentives to acceptance of the management decisions causing damage of the Organization.

1.1.4.4. Regulations on the measures aimed at providing interaction of the board of directors (supervisory board), executive bodies and employees of the Organization with the Bank of Russia in case of situations in its activities which can lead to loss of financial stability of the Organization and (or) continuity of its activities, concentration of risks and (or) to exert negative impact on functioning and financial stability of the financial market, according to the procedure and the terms allowing to prevent or minimize the specified negative effects.

1.1.4.5. Regulations on the measures aimed at providing participation of governing bodies of the Organization according to the powers assigned to them in determination of the principles (approaches) to the organization of risk management system, internal control and internal audit, and also in efficiency evaluation of implementation of the specified functions.

1.1.5. Regulations on the measures directed to annual disclosure of information on observance of the document by the Organization for corporate management and on results of realization of the principles specified in subitems 1.1.3.1 - 1.1.3.6 these Items.

1.2. According to the decision of the Organization for corporate management join in the internal document not contradicting the legislation of the Russian Federation and articles of organization of provision, not specified in Item 1.1 of this Instruction.

Chapter 2. Requirements to procedure and terms of disclosure of information containing in the internal document on corporate management of the organizer of trade, the clearing organization, the central partner, the central depositary and information on its observance

2.1. The organization shall perform disclosure of information containing in the internal document on corporate management and information on its observance in the following procedure.

2.1.1. The organization shall perform disclosure of information containing in the internal document on corporate management, in the scope of information, provided in subitems 1.1.1 - 1.1.5 Items 1.1 of this Instruction, information on all changes made to it, information on its observance and information on results of realization of the principles specified in subitems 1.1.3.1 - 1.1.3.6 Items 1.1 of this Instruction, on the official site of the Organization on the Internet (further - the website).

2.1.2. The organization shall place the reference to the section of the website in which information provided by subitem 2.1.1 of this Item on the main (initial) page of the website is posted.

2.1.3. The organization shall open information containing in the internal document on corporate management and information on the changes made to it no later than three working days in time from the date of creation of the minutes of the board of directors (supervisory board) of the Organization on which the decision on approval of the internal document on corporate management or the changes made to it is made.

2.1.4. The organization shall open information on observance of the document by the Organization for corporate management and on results of realization of the principles specified in subitems 1.1.3.1 - 1.1.3.6 Items 1.1 of this Instruction, annually in time, not exceeding two months from date of the annual general shareholder meeting (participants) of the Organization.

2.2. According to the decision of the Organization information specified in subitem 2.1.4 of Item 2.1 of this Instruction reveals as a part of the annual statement of the Organization.

Chapter 3. Final provisions

3.1. This Instruction is subject to official publication and according to the solution of the Board of directors of the Bank of Russia (the minutes of the Board of directors of the Bank of Russia of December 14, 2018 No. 38) become effective after 180 days after day of its official publication.

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