Corporate governance principles and system
INTECO’s corporate governance system builds on transparency, legal compliance and protecting the shareholder and investor rights.
INTECO’s corporate governance practices are compliant with the applicable Russian laws, in particular, the Federal Law On Joint-Stock Companies. Corporate governance principles and procedures are laid out in the Company’s Charter and other regulations, including:
- Regulation on the Board of Directors;
- Risk Management and Internal Control Policy;
- Regulation on the Internal Control Department;
- Regulation on the Corporate Secretary;
- Regulation on Communications and Functional Interaction between INTECO and PJSC Bank TRUST (the sole shareholder).
The General Meeting of Shareholders is the Company’s supreme governing body. INTECO established the Board of Directors for the overall management of its business. INTECO’s President, its sole executive body, is responsible for day-to-day operations.
Since 2017, INTECO’s charter capital has amounted to RUB 1,501.2 million divided into 50.04 million ordinary shares with a nominal value of RUB 30 each. The Company did not issue preferred shares.
Since 26 October 2020, PJSC Bank TRUST has been the Company’s sole shareholder. The relationship between INTECO and the shareholder is governed by the Regulation on Communication and Functional Interaction between INTECO and PJSC Bank TRUSTApproved by INTECO’s President on 21 December 2020..
The registrar responsible for maintaining and storing the Company’s share register is Independent Registrar Company R.O.S.T.IRC — R.O.S.T., address: 18 Stromynka St., Bld. 5B, Moscow, 107076.
Compliance with the corporate governance code
Even though the Company did not adopt the Bank of Russia’s Corporate Governance Code as binding guidance, it adheres to the principles set out in the regulator’s recommendation letter in particular:
- the Company conducts annual financial audits;
- the Company controls the use of confidential and restricted information;
- shareholders have the right to participate in the governance of the Company by taking decisions on the most important matters relating to the Company’s operations at the General Meeting of Shareholders;
- shareholders have the right to obtain accurate and complete information on the Company in a timely and regular manner;
- shareholders have access to accurate and complete information, in particular that on the Company’s financial position, operating performance, governance and material facts concerning its financial and operating performance;
- corporate governance practices ensure effective oversight over the financial and operating performance of the Company to protect the rights and legitimate interests of shareholders.