Chart of corporate governance bodies

Chart of corporate governance bodies

The Company’s highest decision-making body is the General Meeting, representing all the Company’s shareholders. The Board of Directors, which is elected by the shareholders at the General Meeting and is accountable to them, provides strategic oversight and monitors the activities of the executive bodies: the CEO (Chairman of the Management Board) and the Management Board.

The executive bodies handle the day-to-day management of the Company and perform the tasks assigned to them by the shareholders and the Board of Directors.

The Company has built up robust systems of corporate governance and internal control of its financial and economic activities in order to protect the rights and legitimate interests of its shareholders.

The Board of Directors has an Audit Committee, which, along with the Internal Audit Department, helps the management bodies ensure the efficient operation of the Company, including the organization and functioning of the internal control and risk management system. The Audit Commission monitors the Company’s compliance with legal and regulatory acts and the legality of operations.

In order to verify and confirm its financial statements, PJSC “Magnit” engages an external auditor that has no material interests with the Company or its shareholders.

The Human Resources and Remuneration Committee of the Board of Directors provides recommendations on key appointments and management incentives.

The Capital Markets Committee of the Board of Directors has been established in order to ensure high quality communication with investors, coordinate the Company’s effort in protecting the rights and interests of shareholders, and provide capital markets feedback to the Board of Directors.

The Company is committed to timely, complete and reliable disclosure of information about its financial position, operational performance, and asset changes enabling its shareholders and potential investors to take informed decisions regarding the Company’s stock.

The Company discloses its information in accordance with the requirements of Russian legislation as well as the UK Financial Conduct Authority’s (FCA) Handbook of Rules and Guidance.The Company operates a procedure for Access to Insider Information; it has implemented the rules for protecting the confidentiality of insider information and monitors compliance with the legal requirements on preventing misuse of insider information and market manipulation.