As part of the development of its corporate governance system and improving the quality of corporate governance of PJSC M.video, the Group is guided by the requirements of the laws of the Russian Federation, including Federal Law dated 26 December 1995 №208-FZ "On Joint-Stock Companies", Federal Law dated April 22, 1996, No. 39-FZ on the Securities Market, the Listing Rules of PJSC Moscow Exchange and the Principles and Recommendations of the Corporate Governance Code Recommended for Use by the Bank of Russia.
To audit financial and economic activity, the Company engages an external (independent) auditor.
The Corporate Secretary, appointed by the Company, is called upon to ensure the preparation and holding of the General Meeting of Shareholders, as well as meetings of the Board of Directors and its committees, in accordance with the requirements of the legislation of the Russian Federation, the Charter of the Company and other internal documents of the Company. The duties of the Corporate Secretary include the proper implementation of procedures to ensure the rights and protection of the legitimate interests of shareholders, and control over their implementation. Furthermore, the Corporate Secretary is the individual responsible for the disclosure of the use of insider information.
The Company strives to follow the basic principles of the disclosure of information, ensuring that this is done regularly and efficiently, and that said information is available to shareholders and other interested parties, while being reliable and complete. The Company complies with the requirements of public disclosure, providing shareholders and other interested parties with the opportunity to obtain reliable information about the Company and its subsidiaries. The Company regularly and in a timely manner publishes information in a dedicated public source updated in real time and provided by LLC News Agency Interfax (hereinafter referred to as the "News Feed") and on the Internet, using the Internet page provided by LLC News Agency Interfax (hereinafter referred to as the "Internet Page"), as well as on its own website.
Access to the information posted on the Company’s website, in the News Feed and on the Internet Page is provided free of charge and does not require additional efforts (i.e., obtaining passwords, registration or other technical restrictions) to access.
In the reporting year, as part of improving the corporate structure to ensure the most efficient management of the Group and its affiliated subsidiaries, a series of restructuring procedures were undertaken, namely the merger of Ellin LLC with Invest-Nedvizhimost LLC (date of restructuring completion: 25 February 2020), the liquidation of Eldomarket LLC (date of termination: January 27, 2020) and the liquidation of BT Trading Solutions LLC (date of termination: 23 January 2020).
In the reporting year, the liquidation of MVEL Investition GmbH also took place (to be included after the reporting date).
In the reporting year, the Board of Directors of PJSC M.video formed a Strategy and Digital Transformation Committee, which consists of five members. The regulatory body for the Committee was also approved.
The Company is working on updating its internal documents. On November 9, 2020, an Extraordinary General Meeting of Shareholders approved new versions of the following documents:
The Company has changed the structuring of its sole executive bodies. The new version of the Company’s Charter allows for the presence of one sole executive body body—the CEO—while the previous version of the Company’s Charter stipulated, that the Company should establish two sole executive bodies: the President and the CEO.
Also in the reporting year, the Charter of MVM LLC (an organization controlled by the Company) was approved and released in a new version, which also allows for the presence of one sole executive body: the CEO, while the previous version allowed for two sole executive bodies: the General Director and the Chief Executive Officer.
From October 1, 2020, the CEO of the Company and of MVM LLC is Aleksandr Vadimovich Izosimov.
The Extraordinary General Meeting of Shareholders in November of the reporting year decided, based on the recommendation of the Board of Directors, to pay dividends in the amount of RUB 30 and from the retained net profit for 2019 per ordinary share of PJSC M.video.
On December 28, 2020, an Extraordinary General Meeting of Shareholders of the Company determined that the number members on the Company’s Board of Directors should be nine. The number of members of the Board of Directors determined by this resolution should be applied when forming the Board of Directors at General Meetings of Shareholders of PJSC M.video following this Extraordinary General Meeting of Shareholders of PJSC M.video whose agenda includes the issue of electing members of the Board Directors of PJSC M.video.
Before this time, in 2020, the Board of Directors consisted of 14 members.
Corporate governance structure as of the start date of the reporting year
Corporate governance structure as of the end date of the reporting year