Corporate management
COMPANY’S OBJECTIVES
Company’s objectives are to carry out activities related to depository accounting and maintenance of the circulation of securities issued in Ukraine and abroad, to provide issuer’s corporate aсtions in accordance with the competence for securities accounting established by legislation, as well as a profit gaining and its distribution among its shareholders.
BASIC PRINCIPLES OF CORPORATE MANAGEMENT
Corporate management in the Company is based on the following basic principles:
- ensuring the rights and legal interests of the Company’s shareholders and equal treatment of all shareholders regardless of the number of shares owned by them, and other factors;
- rational and transparent powers’ distribution between management and control bodies of the Company, their effective activities organization;
- approval (establishment) of the Company’s development strategy and strategic goals by the Supervisory Board, and control over their implementation (including the formation of effective systems of planning, internal control and Company’ s audit), control of the goals’ relevance and periodic assessment their achievement’s progress;- prevention, detection and settlement of conflicts of interest that may arise between shareholders, Supervisory Board members, Management Board members, employees, clients and Company’s counterparties;
- respect for the rights and recognition of the interests of the Company’s interested parties (employees, creditors, state bodies, etc.) provided for by law;
- accountability of the Company’s Management Board to the Supervisory Board and General Meetings, implementation by the Management Board of balanced, conscientious and effective management of the Company’s current activities;
- providing the informational and financial transparency of the Company, timely disclosure of complete and reliable information about the Company;
- ensuring the effective risk management system functioning;
- a balanced remuneration policy introduction for the members of the Supervisory Board and the Management Board of the Company, which should facilitate the Company’s development strategy implementation considering the long-term interests in the Company’s work stability.
The priority in the Company’s corporate management policy is the respect for the legal rights and interests of shareholders, employees, customers and other interested parties, the Company’s openness and ensuring of the effective operations.
COMPANY’S BODIES
Shareholders’ General meeting.
The general meeting of shareholders is the highest governing body of the Company. The competence of the Shareholders’ General Meeting is determined in accordance with the legislation and the Charter of the Company.The procedure for preparing and conducting the Shareholders’ General Meeting provides an equal treatment of all shareholders and is regulated by legislation and the Company’s Charter.
Supervisory Board.
The Supervisory Board is a collegial body of the Company that protects the shareholders’ rights and, within the scope of competence defined by legislation and the Company’s Statute, manages the Company, as well as controls and regulates the activities of the Company’s Management Board.In order to ensure the independence of the Supervisory Board, it’s composed of independent directors in majority. A member of the Supervisory Board who meets the requirements established by law is considered as independent.The Supervisory Board constantly works to increase the efficiency of the Company’s activities and approaches with professional thoroughness the supervision of the Company’s internal control system functioning. Supervisory Board provides recommendations to the General Assembly regarding the selection, appointment, reassignment and dismissal of an external auditor (auditing firm), determines the terms of the contract to be concluded with the audit firm, establishes the payment amount for its services, supervises its work.
The competence, work procedure, rights, duties and responsibilities of the Company’s Supervisory Board are determined by legislation, the Statute and the NDU’s Regulations on the Company’s Supervisory Board.
The Supervisory Board reports to the Shareholders at the annual General Meeting.
In order to improve its work effectiveness, two committees have been created and operate in the Company:
- Audit and Risk Management Committee;
- The Committee on Appointments and Remuneration of Company Officials
Company’s Management Board.
The Management Board is an executive body which manages the current activities of the Company. The Management Board accountable to the Supervisory Board and the Shareholders’ General Meeting and organizes their decisions’ implementation.
The Management Board develops and submits for Supervisory Board’s approval the drafts of the annual budget and development strategy of the Company, performs operational tasks related to the Company’s activities, exercises the powers defined by legislation, the Statute and Regulations on the Management Board of the Company.
A collegial executive body has been established in the Society. The Management Board consists of the Chairman and members appointed by the General Meeting of Shareholders.
The Management Board periodically reports to the Supervisory Board, promptly provides members of the Supervisory Board at their request with complete and reliable information necessary for the proper performance of its functions by the Board. At the end of the year, the Management Board reports to the General Meeting of Shareholders on its activities and the general state of the Company.
Council of depository system participants.
In order to ensure consideration and protection of the interests of depository system participants, the Company has established a consultative body – the Council of Depository System Participants.
Natural persons nominated by participants of the depository system with whom they are connected by labor or other contractual relations (one representative per legal entity) who use the services of the Central Securities Depository may be elected to the Council of participants of the depository system with the right to vote. on the basis of the relevant contract.
The quantitative composition of the Council of participants of the depository system consists of 14 elected members and members with advisory voting rights.
The composition of the Council of participants of the depository system is chosen according to the principle of rating voting separately for each quota, namely:
from depository institutions – 7 representatives;
from issuers that are not depository institutions and asset management companies acting on behalf of corporate investment funds – 7 representatives.
The procedure for creating and functioning of the Council of Participants of the Central Depository is determined by the Regulations on the Council of Participants.
INFORMATION DISCLOSURE AND TRANSPARENCY
Information about the Company is disclosed in accordance with the requirements of the law and the Charter of the Company. The information disclosed by the Company is reliable and complete, i.e. information that contributes to a clear and complete understanding of the Company’s actual financial condition and results of its activities.
The annual report of the Company is subject to mandatory verification by an independent auditor (auditing firm). The audit is conducted in accordance with international auditing standards.
INTERNAL CONTROL SYSTEM
The internal control system is an integral part of the corporate management system of the Central Depository and includes subsystems:
1) compliance;
2) risk management;
3) internal audit.
The Supervisory Board ensures the proper functioning of the internal control system, as well as the implementation of strategic control over the financial and economic activities of the Company.