Governance Bodies

GRI 2-9, 2-24

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 who is the 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

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

The GSM scope of competence includes inter alia:

Key strategic and organisational decisions
Composing the memebership of 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 organisations

In keeping with Expert RA’s Articles of Association, GSM is held no less often as once a year. The 2024 GSM made decisions on eight agenda items. The Agency follows the best practices of holding a GSM and principles of corporate governance.

Board of Directors

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

The Board of Directors 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.

The BoD scope of competence includes inter alia:

Identification of the company’s priority activities
Convention 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
Compotion of executive bodies
Approval of annual budget and handling of quarterly budget implementation review reports
Approval of Expert RA’s Sustainability Report
Setting up the internal control system, performance evaluation of the credit rating reliability control system, evaluation of measures to prevent / reveal conflicts of interest in Expert RA, etc.

The BoD acts in compliance with Expert RA’s Articles of AssociationApproved by the General Shareholders Meeting on 4 June 2021. and the Regulation of the Board of DirectorsApproved by the General Shareholders Meeting on 21 June 2016..

Composition of the Board of Directors in 2024

Total number of members: nine, three of which are independent directorsCompared with the previous period, the number of independent directors decreased due to the fact that two of its members no longer met the independence requirements.

The Board of Directors includes experts in the field of sustainable development

Women make almost one-third of the BoD membership

Chair of the Board of Directors

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 Expert RA's Management Board.

Within the scope of their powers, the Chair:

Organises the work of the BoD, including the development and approval of its activity plan.
Approves the BoD meeting agenda and may convene a BoD meeting on their own initiative.
Presides at BODs and GSMs.

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

MED 37, MED 44

BoD Composition, people

Procedure for Nomination and Election

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 On Joint-Stock Companies dated 26 December 1995, with shareholders instructed to account for the requirements of Federal Law No. 222-FZ 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 dated 13 July 2015, 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.

BoD Meetings and Issues Under Consideration

MED 36

There have been 13 ВoD meetings over the period under review.

BoD meetings

The BoD identifies the priority areas of Expert RA's activities, promotes the implementation of sustainability procedures and practices, and approves the list of sustainability-related material topics and 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 Sustainability Committee.

During the reporting period, the Sustainable Development Report of Expert RA for 2023 was approved at a meeting of the BoD.

Remuneration of Embers of the BoD

The BoD members are not paid any remuneration (not including the Chairman), 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 one is independent)
Strategy and Sustainable Development Committee (three directors)

The Internal Audit and Control Committee and the Nomination and Remuneration Committee are governed by respective regulationsApproved 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 Expert RA'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
The scope of competence of the Internal Audit and Control Committee includes issues of consideration and provision to the BoD of recommendations on issues related to control of operational and financial and economic activities, as well as risk management. These include:	Participation in the consideration of significant issues and judgments regarding the Agency's financial statements to ensure their completeness, accuracy and reliability, as well as providing recommendations to the BoD regarding their approval
	Consideration and provision of recommendations to the BoD on risk management and internal control issues within the competence of the BoD: assessment of the effectiveness of the system for monitoring the reliability of assigned credit and other ratings assessing the effectiveness of measures and procedures established to ensure the prevention, identification, management and disclosure of conflicts of interest control over compliance with the requirements of the Federal Law on Credit Rating Agencies and the regulatory acts of the Bank of Russia adopted in accordance with it, as well as the internal documents of the company regulating rating activities, including control over the effectiveness of the function of revising the methodology approval of policies, principles and approaches to the implementation of internal control in Expert RA
The scope of competence of the Nomination and Remuneration Committee includes issues of consideration and submission to the BoD of recommendations on matters of appointments and remuneration of executive management bodies and the Audit Commission:	formation of a sole executive body (General Director) and a collegial (BoD) of executive bodies, early termination of their powers
	approval of the terms of the employment contract concluded with the General Director, his deputies and members of the BoD of the Company, establishment of the amount of remuneration and monetary compensation for the General Director, his deputies and members of the BoD, the terms and frequency of their payment

Corporate Secretary

Expert RA has a corporate secretary, responsible for an effective ongoing liaising with shareholders and the BoD members, the coordination of 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, MED 44

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

In 2024, the MB had six members, including one female, who joined the MB in 2022.

Management Board Composition, people

During the reporting period, 43 meetings of the MB were held. Sustainable development issues were considered at four meetings of the MB.

Management Board meetings

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.