Summary

This Corporate Governance Code focuses on: the rights of shareholders, including recommendations on use of electronic means for the purpose of participation in voting and receipt of meeting materials, as well as on protection of dividend rights of shareholders; organising efficient work of the board of directors, i.e. determining the approaches to reasonable and bona fide performance of duties by board members, determining the functions of the board of directors, and organisation of its work and that of its committees; clarification of requirements to board members, including those relating to their independence; recommendations on development of a remuneration system for members of management bodies and key managers of the company, including recommendations relating to various components of such remuneration system (short-term and long- term incentives, severance pay, etc.); recommendations on development of an efficient system of risk management and internal controls; recommendations on additional disclosure of material information about the company and entities controlled thereby and their internal policies; and recommendations on performing material corporate actions (increases in the share capital, acquisitions, listing and delisting of securities, reorganisation, material transactions) which enable one to protect the shareholder rights and ensure the equal treatment of shareholders.