Corporate Governance overview

Corporate Governance OVERVIEW

CORPORATE GOVERNANCE SCHEME

General Meeting of Shareholders

100% of RVC shares are held by the Russian state. Rosimushchestvo exercises the rights to these shares on behalf of the Russian Federation.

In 2017, seven General Meetings of Shareholders (one annual and six extraordinary) were held. According to Federal Law No. 208-FZ on Joint Stock Companies and RVC’s Charter, resolutions on the following issues were adopted by the General Meeting of Shareholders:

  • approval of the annual report, annual financial statements and the allocation of profit for 2016;
  • election of the members of RVC’s Board of Directors, Management Board and Internal Audit Commission;
  • approval of the auditor for RVC’s financial statements for 2017;
  • approval of amendments to RVC’s bylaws governing the operations of RVC’s management bodies.

RVC’s share capital consists of 300,113,207 ordinary shares with a nominal value of RUB 100.

Board of Directors

Agenda Number of issues
Determination of the priority lines of RVC’s business: approval of long-term strategic documents, approval of the annual business plan and budget, setting key performance indicators (KPIs) 6
Creation of venture funds with RVC’s capital according to the Regulation on the Procedure for Selecting Management Companies for Trust Management of Funds from the Russian Venture Company Open Joint Stock Company 5
Approval of transactions reserved for RVC’s Board of Directors 22
Approval of RVC’s bylaws 9
Issues proposed for consideration by Rosimushchestvo pursuant to the orders of the President of the Russian Federation and the Government of the Russian Federation 4
Issues related to the operations of venture funds created with RVC’s capital 4
Reporting on the progress of selecting management companies and venture funds, on the results of RVC’s operations, the fulfillment of KPIs, the functioning of the internal audit and risk management system, RVC’s procurement activities, etc. 10
Issues related to the composition of the Management Board and situations where members of the Management Board hold positions in the management bodies of other entities 3
Issues related to preparations for RVC’s General Meeting of Shareholders 12
Issues related to the development, selection, implementation and monitoring of projects for the implementation of action plans (road maps) on the part of the National Technology Initiative approved by Order No. 317 of the Government of the Russian Federation of April 18, 2016 11
Issues related to the formation of committees of RVC’s Board of Directors 5
Other issues 16

Composition of the Board of Directors

Composition of RVC’s Board of Directors since June 30, 2017 (elected in accordance with Rosimushchestvo Order No. 385-р of June 30, 2017):

Oleg Fomichev State Secretary, Deputy Minister of Economic Development of the Russian Federation

The function of the Chairman of RVC’s Board of Directors is performed by Oleg Fomichev.

The composition of RVC’s Board of Directors in the first half of 2017 (prior to the Annual General Meeting of Shareholders held on June 30, 2017) was exactly the same except for one director: on June 30, 2017, Vasily Belov (the CEO of Skolkovo‒Venture Investments LLC, and before that the Senior Vice President for Innovation at the Skolkovo Foundation) was replaced on the Board of Directors by Igor Drozdov, Chairman of the Skolkovo Foundation’s Management Board.



Alexander Auzan Dean of the Faculty of Economics at Lomonosov Moscow State University, Doctor of Science (Economics), independent director
Igor Drozdov Chairman of the Skolkovo Foundation’s Management Board
Gleb Nikitin First Deputy Minister of Industry and Commerce of the Russian Federation
Dmitry Peskov Director of the Young Professionals Division at the Agency for Strategic Initiatives
    Alexander Povalko CEO of RVC
    Sergey Polyakov CEO of the Foundation for Assistance to Small Innovative Enterprises
    Evgeny Stolyarov Head of Rosimushchestvo’s Department of Property Affairs and the Privatization of Major Organizations
    Yuri Udaltsov Deputy Chairman of the Management Board, RUSNANO MC LLC
    Information about the current composition of the Board of Directors and CVs of its members are available at: http://www.rvc.ru/en/about/governance/directors/ .

    Key resolutions adopted in 2017 included:

    • the approval of a new RVC Development Strategy for 2017‒2030;
    • resolutions to improve the operations of funds created with RVC’s capital, as well as on a set of three new funds (in the form of an investment partnership);
    • a package of resolutions to implement and finance NTI projects in accordance with NTI road maps.

    Management Board

    Alexander Povalko CEO, Chairman of the Management Board, member of RVC’s Board of Directors
    Sergey Abdukerov Chief Operations Officer at the NTI Project Office
    Mikhail Antonov Deputy CEO and Director for Innovative Infrastructure Development at RVC
    Alexey Basov Deputy CEO and Investment Director at RVC
    Ekaterina Kumanina Director for Strategic Communications at RVC
    Elena Mikheeva Director of the Risk Analysis and Internal Control Department at RVC
    Anna Romanenko Deputy CEO and Executive Director at RVC
    Mikhail Fedotov Deputy CEO and Financial Director at RVC
    The CVs of members of the Management Board are available at: http://www.rvc.ru/en/about/governance/board/ .

    Activities of the Management Board in 2017

    Agenda Number of issues
    Implementation of RVC’s business plan for 2017 38
    Determination of the position of RVC representatives in the management bodies of funds created with RVC capital, as well as consideration of other issues related to the activities of RVC funds (including subsidiaries) 98
    Consideration of reporting issues (on RVC operations, its structural units, etc.) 7
    Consideration of internal issues related to the organization of RVC’s operations, including financial planning, procurement, etc. 21
    RVC’s international operations 7
    Other issues 8

    Control, Audit and Risk Management

    Disclosure


    Dividends