Governance Bodies

GRI: 2-9, 2-24

The Expert RA governance bodies are the General Shareholders Meeting (GSM), the Board of Directors, the Management Board (a collegial executive body) and the General Director – Chair of the Management Board (a sole executive body) whose competencies are set out by law, Expert RA’s Articles of Association, and relevant regulations approved by the GSM.

Corporate Governance Structure

General Shareholders Meeting

The Expert RA’s highest governance body is the General Shareholders Meeting. The GSM acts in accordance with Russian legislation and the Expert RA’s Articles of Association.

GSM scope of competence includes inter alia:

Key strategic and organisational decisions
Composition the Board of Directors and the Audit Commission
Approval of the external auditor
Allocation of profits
Approval of annual reports and annual financial statements
Decisions on large transactions and related-party transactions
Decisions on participating in financial-and-industrial groups, associations, and other corporate member-based organizations

In keeping with the Expert RA’s Articles of Association, GSM is held no less often as once a year. The 2023 GSM made decisions on eight agenda items. The Agency follows the best practices of holding a GSM.

Board of Directors

GRI: 2-9, 2-11, 2-12, 2-14, 2-19

The BoD is headed by the Chair, who is elected from among the BoD members by a majority vote of the total number of the members.

The BoD Chair is a Non-Executive Director and cannot simultaneously be the General Director – Chair of the Management Board or a member of the Agency’s Management Board.

The BoD Chair manages the BoD activities and organises the planning thereof, approves the BoD meeting agenda and may convene the Agency’s BoD meeting on their own initiative. Also, the BoD Chair presides at GSMs.

When holding the Agency’s BoD meeting, the Chair enables a free discussion of agenda items, furthers informed decisions, and encourages a constructive and positive atmosphere.

The BoD exercises the general management of Expert RA’s activities, with the exception of resolving issues that fall within the competence of the GMS in accordance with the Agency’s Articles of Association.

BoD scope of competence includes inter alia:

Identification of the Company’s priority activities
Calling of GSMs
Placement of bonds, acquisition of securities
Determination of auditor remuneration
Recommendation on dividend size
Preliminary review of annual reports and annual financial statements
Composition of executive bodies
Approval of annual budget and handling of quarterly budget implementation review reports
Approval of the Expert RA’s Sustainability Report
Setting-up of the internal control system, performance evaluation of the credit rating reliability control system, evaluation of measures to prevent / reveal conflicts of interest in the Agency, etc.

The BoD acts in compliance with the Agency’s Articles of Association Approved by the General Shareholders Meeting held on 4 June 2021. and the Regulation of the Board of Directors Approved by the General Shareholders Meeting held on 21 June 2016. .

In 2023, the BoD had nine members, of which five were independent directors.

The BoD consists of directors with competencies in the field of sustainable development. Women make almost one-third of the BoD membership.

GRI: 2-10, 2-19, 2-20

The nomination and election of the BoD members is carried out in accordance with Federal Law No. 208-FZ dated 26 December 1995 “On Joint Stock Companies”, with shareholders instructed to account for the requirements of Federal Law No. 222-FZ dated 13 July 2015 “On the Activities of Credit Rating Agencies in the Russian Federation”, Amending Article 76.1 of the Federal Law “On the Central Bank of the Russian Federation (Bank of Russia)” and Invalidating Certain Provisions of Legislative Acts of the Russian Federation”, which requires a credit rating agency (CRA) to have at least one third of its directors, or at least two directors, as independent directors, not involved in rating actions or the CRA’s promo activities or other customer engagement activities.

There have been eight ВoD meetings over the period under review.

The BoD identifies the priority areas of the Agency’s activities, promotes the implementation of sustainability procedures and practices, and approves reports.

Sustainability issues to be considered by the BoD are prepared by the ESG Centre and submitted for preliminary approval by the Management Board and the BoD Strategy and Sustainable Development Committee.

The BoD members are not paid any remuneration, and the Agency does not a remuneration policy for the BoD members.

BoD Committees

Expert RA has the following BoD committees:

Internal Audit and Control Committee (three directors, of which two are independent)
Nomination and Remuneration Committee (three directors, of which two are independent)
Strategy and Sustainable Development Committee (three directors, of which one is independent)

The Internal Audit and Control Committee and the Nomination and Remuneration Committee are governed by respective regulations Approved by the BoD on 26 July 2021. . Regulation of the Strategy and Sustainable Development Committee was approved by the BoD on 5 July 2022.

The scope of competence of the Strategy and Sustainable Development Committee includes the processing and submitting to the BoD of recommendations on the Agency’s sustainable development issues that fall into the BoD competence. These include:	Identification of the Agency’s priority activities, including sustainability-related strategic goals and priorities for the short, medium and long terms, and monitoring the achievement of set goals
	Implementation of sustainability procedures and practices

Corporate Secretary

The Agency has a corporate secretary, responsible for an effective ongoing liaising with shareholders and the BoD members, the coordination of the Expert RA’s actions to protect shareholder rights and interests, and making arrangements for the BoD operating support.

Management Board

GRI: 2-19, 2-20

The Expert RA’s Management Board (MB) approves and monitors the implementation of the Sustainability Policy and conducts preliminarily reviews of sustainability-related issues elaborated by the Sustainability Management System Development Centre and subject to consideration by the BoD.

In 2023, the MB had six members, including one woman, who joined the MB in 2022.

The remuneration sums and payment procedure for the Management Board members are determined by the BoD based on recommendations of the Nomination and Remuneration Committee.