NSD Gets New Version of Charter Registered
OREANDA-NEWS. September 6, 2011. National Settlement Depository (NSD), Russia's only settlement depository servicing the full range of debt and equity securities of Russian issuers, reports that on 12 August, 2011, Moscow State Territorial Directorate of the Bank of Russia registered a new version of NSD's charter and entered a record about that into a Book of state registration of credit organizations. The new version of NSD's charter has been approved by the extraordinary meeting of shareholders of the company on 30 June, 2011.
Since 29 August, 2011, a date of receipt by NSD of the registered version of the charter, the Regulations on General Meeting of Shareholders, the Regulations on Supervisory Board and a new version of the Regulations on the Executive Board of NSD come into effect.
NSD's charter and other internal documents regulating activities of the company's management bodies reflect NSD's corporate governance principles developed by the shareholders and included in the shareholder agreement dated 30 June, 2011. The principles provide a balance of interests of minority and major shareholders in respect of management issues.
The new version of NSD's charter now includes the following information:
An increased term of receipt of shareholders' suggestions on inclusion of items into the agenda of the Annual General Meeting of Shareholders and nomination of candidates to NSD's management and control bodies
A new norm establishing the list of items of the agenda of the General Meeting of Shareholders decision on which cannot be made by voting in absentia
A new rule determining that a decision on acquisition of shares in cases stipulated by the Federal Law "About Joint Stock Companies" is to be made by the General Meeting of Shareholders
Expanded responsibilities of the Supervisory Board and Executive Board
A new norm establishing a number and names of Supervisory Board's and user committees
Increased minimal number of the members of Supervisory Board (15 members) given that the total number of the Board members shall be odd
Clarified responsibilities and established term of powers of the Chairman of the Executive Board
Established a procedure of appointment and term of powers of the new members of the Executive Board.
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