Time of Management

6. Corporate Governance

6.6. Authorized Capital and Shareholding Structure

When establishing the Company, the General Meeting of Founders approved its Authorized Capital totaling RUB235,000,000.00 and divided into 235,000 registered ordinary shares with par value of RUB1,000.00 each.

Between 2006 and 2013, CCP NCC’s authorized capital increased from RUB235,000,000.00 to RUB15,170,000,000.00 via placement of additional registered uncertified ordinary shares in NCC. Further increase of the authorized capital was connected with reorganization of CCP NCC in 2014 through merger and two additional issues of ordinary registered uncertified shares in CCP NCC in the aggregate number of 1,500,000 (not exceeding the number of authorized shares) through conversion of shares of the acquired entities: RTS Clearing House, a non-bank credit institution, and RTS Clearing Center (CJSC).

As of the end of the reporting period, the authorized capital of the Company was RUB16,670,000,000.00 and divided into 16,670,000 registered uncertified ordinary shares with par value of RUB1,000.00 each.

 As of 31 December 2020, the shareholder register of CCP NCC contained the entry of one shareholder only — Public Joint-Stock Company “Moscow Exchange MICEX-RTS”.

During the reporting period, NCC’s shareholder register was maintained by Joint Stock Company “Registration Company STATUS”.

 6.7. Report on Payment of Declared (Accrued) Dividends on Shares

 On 23 April 2020, Moscow Exchange, as the sole shareholder of NCC, adopted its resolution on distribution of the part of NCC’s retained earnings from the previous years and payment (declaration) of dividends as follows:

  1. To allocate the part of the retained earnings of CCP NCC from the previous years in the amount of RUB8,149,963,000.00 for dividend payments.
  2. To pay dividends on allocated CCP NCC’s shares in the amount of RUB8,149,963,000.00, i.e. RUB488.90 per ordinary share (before payment of the tax on income received as dividend income), from CCP NCC’s retained earnings from previous years. To set 11 May 2020 as the date, on which the persons entitled to dividends are determined.
  3. To pay dividends on CCP NCC’s shares in cash by funds transfer.

Dividends were paid in full on 29 May 2020.

On 09 December 2020, the sole shareholder of NCC adopted the following resolution on allocation of the part of NCC’s retained earnings from the previous years and payment (declaration) of dividends:

  1. To allocate the part of NCC’s retained earnings from the previous years in the amount of RUB7,759,051,500.00 for dividend payments.
  2. To pay dividends on allocated CCP NCC’s in the amount of RUB7,759,051,500.00, i.e. RUB465.45 per ordinary share (before payment of the tax on income received as dividend income), from CCP NCC’s retained earnings from previous years. To set 21 December 2020 as the date, on which the persons entitled to dividends are determined.
  3. To pay dividends on shares in CCP NCC in cash by funds transfer.

Dividends were paid out in full on 29 January2021.

6.8. Remuneration of NCC Supervisory Board Members

On 30 June 2020, Moscow Exchange, the sole shareholder of NCC, passed Resolution No. 48 on the issues falling within competence of the General Shareholders Meeting, to remunerate the members of CCP NCC’s Supervisory Board elected by the resolution of the sole shareholder on 20 May 2019 (Resolution No. 44), for performance of their functions in the total amount of RUB40,475,000, calculated in accordance with the Regulation on Remuneration and Compensation of Expenses of the Members of Central Counterparty National Clearing Centre’s Supervisory Board approved by the sole shareholder on 20 May 2019 (Resolution No. 44), taking into account the individual input of members of the Supervisory Board into governance of CCP NCC.

The Regulation on Remuneration and Compensation of Expenses ensures a systemic approach to calculation of the amount of individual remunerations, determines the specific remuneration levels for each role of the Supervisory Board Members, sets a fixed amount of remuneration for independent members and contemplates the terms ensuring proper engagement of the Members in the activity of the Supervisory Board (the remuneration may be reduced in case of repeated non-attendance of meetings).

The remuneration of the members of CCP NCC’s Supervisory Board, elected by the sole shareholder’s resolution No.48 dated 30 June 2020, would be paid after holding the Annual General Shareholders Meeting of NCC in 2021.

6.9. Remuneration of CEO and Executive Board Members

NCC Executive Board passes its resolution to establish the amount of individual official salaries of CEO and Executive Board members of NCC based on the recommendations drawn by the Nomination and Remuneration Committee (hereinafter, the Committee). The estimated amounts of individual official salaries of members of the executive bodies are derived, inter alia, with account of research of the remuneration market for comparable positions, information on distribution of responsibilities, level of assumed risks, and complexity of objectives. Annual bonus, being a variable part of labor remuneration and related to performance during the reporting period, is paid to the members of the executive bodies based on the resolutions of NCC’s Supervisory Board, taking into account the Committee’s recommendations. The members of NCC’s executive bodies are subject to deferral (installment) and subsequent adjustment of at least 40 percent of the variable part of remuneration based on the timeframes for obtaining data on their financial performance (for the period of at least 3 years, except for the activities, which financial performance is determined earlier than specified above), including the possibility to reduce or cancel the variable part of remuneration in case of a negative financial result of NCC, as a whole, or in the respective line of business.

The amount of all payments (salary, bonus, compensation of expenses, and other payments) made to CEO and the members of NCC Executive Board in 2020 totaled RUB72,481,000 (in 2019: RUB72,151,100, in 2018: RUB85,175,400).