Independent directors

Independent directors play an important role in the efficient work of the Board of Directors as they provide an independent view on the issues discussed, based on their knowledge, experience and qualification. They play an especially important role when matters of protecting the interests of minority shareholders and investors are being considered. Such directors provide independent judgments and constructive criticism at meetings, which contributes to the development of corporate governance in the Company.

In 2019, the following independent directors were on the Company’s Board of Directors: I. Klebanov, A. Korsik, G. Shmal.

The independence of the Members of the Company’s Board of Directors was verified in accordance with the Listing Rules of the Moscow Exchange and the provisions of the Corporate Governance Code (CGC).

According to the results of this validation, on 24 July 2019 the Company’s Board of Directors passed a resolution (Minutes No. 13) recognising I. Klebanov and G. Shmal as independent directors, despite the presence of formal criteria of affinity.

The Audit Committee and the Human Resources and Remuneration Committee consist entirely of independent directors; and the Strategy, Investments and Innovations Committee has two independent directors.