Genuine corporate governance and business ethics

Governance at stock exchanges is increasingly about exercising ethical and effective leadership, providing strategic vision and overseeing performance. Strong governance, prudent risk management and a healthy corporate culture provide the necessary foundation for workers to manage a variety of day-to-day activities successfully.

Principle 5 of the WFE Sustainability Principles calls that exchanges to establish effective internal governance as well as operational processes and policies to support their sustainability efforts.

The governing body of the exchange should be aware of and informed about sustainability trends and business practices. Strategic decisions must be made in due consideration of sustainability priorities, so the Supervisory Board’s involvement is crucial here.

To deliver long-term value, ensure business growth and provide job security, Moscow Exchange Group must implement responsible management approach. With the active involvement and oversight of the MOEX Supervisory Board, sustainability is incorporated across the structure and mandates of the governing bodies.

MOEX Group adheres to practices that enable the integration of sustainability in its strategic vision. In this section, the company shares information about the business practices that help to ensure sustainable development within its scope.

MOEX Group corporate goals relevant for this focus area and set in line with UN SDG targets
SDG 4.7 Train employees for effective management of sustainability within the Company

SDG 5.5 Ensure gender balance in the Company SDG 5.5 Promote gender balance in the business environment
SDG 12.6, 13.3 Increase companies’ awareness of sustainability trends, standards and best practices

Major highlights in advanced governance and responsible business practices

  1. The corporate governance system

    Moscow Exchange Group’s corporate governance system is based on Russian statutory rules and recommendations issued by the Central Bank of Russia, as well as on international best practices

    and standards. To improve the quality and effectiveness of corporate governance, the system is constantly being improved to align with the requirements of regulatory bodies, the opinions of shareholders and investors, and the Group’s development strategy.

    The corporate governance system of Moscow Exchange Group is comprised of the following governing, auxiliary, and supervisory bodies:

  2. The General Shareholders’ Meeting is the supreme governing body. Δ The Supervisory Board handles general and strategic management of the Moscow Exchange’s activities.
  3. The committees of the Supervisory Board have an advisory role. Their responsibilities include preliminary consideration and the formulation of recommendations to help the Supervisory Board make decisions on crucial issues.
  4. The Chairman of the Executive Board and the Executive Board itself are the executive governing bodies. They govern day-to-day activities at the Moscow Exchange.
  5. The Internal Control and Internal Audit services oversee the effectiveness of risk management and corporate governance practices and compliance with legal requirements, corporate policies, and business processes, and also perform other functions. An independent external auditor reviews and confirms the Group’s financial reports.
  6. The user committees are advisory bodies to Moscow Exchange Group.
  7. The Corporate Governance Department and the Corporate Secretary coordinate the Exchange’s actions to protect shareholders’ rights and interests.
  8. Moscow Exchange Group operates according to its Corporate Governance Code. It sets out the core principles and objectives of the corporate governance system, including the principles by which the corporation is governed, which must be followed by the companies of the Group. This is a top-level approach to management approved by Moscow Exchange and then integrated at all the companies of the Group. The NCC and NSD strive to implement all requirements relevant to Moscow Exchange in their activities.

    Governing bodies

    General Shareholders Meeting

    The General Shareholders Meeting acts in accordance with Russian legislation and the Charter

    of Moscow Exchange.

    Supervisory Board

    The Supervisory Board is the main governing body of Moscow Exchange, acting in accordance

    with the Charter and the Regulation on the Supervisory Board of Moscow Exchange, approved by the General Shareholders Meeting. The committees under the Supervisory Board consider sustainability-related issues in accordance with their scope of authority.

    Supervisory Board members are elected by the General Shareholders Meeting to sit on the Board until the next Annual General Shareholders Meeting. The members of the Supervisory Board are elected by cumulative voting.

    The competence of the Supervisory Board is defined in the Charter and is delimited from the competence of Moscow Exchange’s executive bodies, which manage its day-to-day activities.

    In particular, the Supervisory Board:

  9. defines the vision, mission, and strategy of Moscow Exchange,
  10. is responsible for the strategic management of the Exchange and its long-term sustainable development, and
  11. establishes the strategic goals and key performance indicators of the Exchange.
  12. The Supervisory Board also adopts most internal policies.

    Internal and external evaluation

    In accordance with the recommendations of the Bank of Russia’s Corporate Governance Code and best international practices, the Supervisory Board of Moscow Exchange self-assesses the effectiveness of its activities annually. In addition, an external evaluation involving an independent consultant is carried out once every three years. In 2022, the external evaluation was carried out by Ward Howell, an independent consultant selected by the Supervisory Board following the consideration of several applications.

    Remuneration of Supervisory Board members

    The current system for the remuneration of Supervisory Board members is set by the Policy for Remuneration and Reimbursement of Expenses (Compensations) (the ‘Policy’) and by the latest version of the Regulation on Remuneration and Compensation (the ‘Regulation’), most recently approved by the Annual General Meeting of Shareholders in 2022.

    The Nomination and Remuneration Committee takes active part in the improvement of the system of remuneration for Supervisory Board members, considering best practices in corporate governance and the experience of other public companies and international exchanges. The Policy and the Regulation apply only to members of the Supervisory Board of Moscow Exchange.

    According to the Policy, the remuneration paid to Supervisory Board members shall be sufficient to attract, retain and properly motivate individuals with the skills and qualifications necessary to work effectively on the Supervisory Board.

    The Nomination and Remuneration Committee provides recommendations on the remuneration of Supervisory Board members based on an expert assessment of the remuneration paid by Russian companies with similar capitalisations and by competitors of the Exchange.

    The Policy and Regulation govern all types of payments, benefits, and privileges provided to Supervisory Board members and provide for no other forms of short-term or long-term incentives for Supervisory Board members.

    To ensure the independence of decision-making, the remuneration of Supervisory Board members is not linked to the performance of the Exchange or to the value of shares on the Exchange and does not include stock option programmes. Supervisory Board members enjoy no pension contributions, insurance programmes (apart from liability insurance for Supervisory Board members and the conventional insurance associated with travelling to perform duties as a director or to participate in Supervisory Board activities), investment programmes, or other benefits or privileges unless these are specified in the Policy or Regulation.

    The Exchange does not provide loans to Supervisory Board members and does not enter into civil contracts with them for the provision of services to the Exchange, including on non-market terms.

    Remuneration for performing the duties of a Supervisory Board member shall not be paid to government officials, employees of the Bank of Russia, or employees or managers of the Exchange or its subsidiaries. Remuneration of directors for performing the duties of Supervisory Board members comprises basic and supplementary components.

    To ensure that the remuneration of Supervisory Board members corresponds to changing market demands between cycles of review of the remuneration level, the Regulation provides for the adjustment of the remuneration of Supervisory Board members in line with the consumer price index at the end of the year in which the corresponding composition of the Supervisory Board was elected and accrued starting from 1 January 2022.

    The basic and additional remuneration of a Supervisory Board member may be reduced by 50% if the Supervisory Board member has attended fewer than 75% of the meetings of the Supervisory Board or committees in person, respectively. If a member of the Supervisory Board has taken part in 1/3 or fewer of the total number of meetings of the Supervisory Board or its committees or in 1/4 or fever of in-person meetings of the Supervisory Board or its committees, the corresponding part of the remuneration is not paid.

    In addition to remuneration for work on the Supervisory Board and Supervisory Board Committees, members of the Supervisory Board are reimbursed for travel expenses relating to their participation in in-person meetings of the Supervisory Board or its Committees, General Meetings of Shareholders, as well as events attended while performing the duties of a Supervisory Board member. As per the current legislation of the Russian Federation, the ‘say on pay’ concept does not apply.

    Executive Board

    The Executive Board manages the day-to-day operations of Moscow Exchange. The chairman of the Executive Board acts on behalf of Moscow Exchange without the need for a power of attorney. He or she represents its interests, issues orders, gives instructions which are mandatory for all Moscow Exchange employees, and delegates certain powers.

    Remuneration of Moscow Exchange executives

    The system for the remuneration of Moscow Exchange executives is regulated by the Policy on Remuneration and Compensation of Expenses of Executive Body Members. The policy sets out the principles of and approaches to remuneration, and it establishes the procedure for determining the amount of remuneration and the types of payments, benefits, and perks granted to the members of executive bodies. The remuneration consists of fixed and variable components. The variable component accounts for a significant share of annual pay. There are plans to review and implement sustainability KPIs for Executive Board members. Consultants are not involved in determining remuneration.

    The total amount of remuneration paid to Executive Board members is assessed by the Nomination and Remuneration Committee to be in accordance with the level of remuneration at comparable companies, based on research purchased from leading consulting companies. Members of Moscow Exchange’s executive bodies are not paid remuneration for their work on the governing bodies of other companies of the Group.


  13. Federal Law No. 208-FZ dated 26 December 1995 "On Joint-Stock Companies"
  14. Federal Law No. 325-FZ dated 21 November 2011 "On Organized Trading"
  15. Bank of Russia Corporate Governance Code
  16. Listing Rules of the Moscow Exchange
  17. G20/OECD Corporate Governance Principles
  18. Internal policies, regulations and other bylaws, including the following:
  19. Charter of Public Joint-Stock Company Moscow Exchange MICEX-RTS PJSC
  20. Regulation on the Identification and Prevention of Conflicts of Interest by Public Joint-Stock Company Moscow Exchange MICEX-RTS When Acting as a Trading Organizer and Financial Platform Operator
  21. Succession Policy for Members of the Supervisory Board of Public Joint-Stock Company Moscow Exchange MICEX-RTS
  22. Regulation on the Stock-based Long-term Incentive Program for Key Experts of Public Joint-Stock Company Moscow Exchange MICEX-RTS

  23. Preventing conflicts of interest

    The Policy on Management of Conflicts of Interest and Corporate Disputes has been adopted to prevent conflicts of interest among the members of the governing bodies.

    The key principles of this policy include:

  24. a requirement the members of the Supervisory Board, members of the Executive Board, and the Chairman of the Executive Board notify Moscow Exchange of conflicts of interest;
  25. priority of the interests of Moscow Exchange and its shareholders over the personal interests of the members of Moscow Exchange’s governing bodies;
  26. contribution of the Supervisory Board to the prevention, identification, and settlement of corporate conflicts;
  27. priority participation of independent directors in preventing corporate disputes and the performance of significant corporate actions by Moscow Exchange.
  28. A list of affiliated persons is disclosed on the Moscow Exchange website to inform shareholders and other interested parties. See the corresponding report for information on interested party transactions made by Moscow Exchange in the reporting year.

    Sustainability management system

    Powers related to sustainability are distributed among the Supervisory Board, the Executive Board, and the Chairman of the Executive Board. This distribution is established in the Charter of Moscow Exchange MICEX-RTS PJSC.

    In accordance with the Charter, the Executive Board approves sustainability reports.

    The Executive Board shapes Moscow Exchange’s overall sustainability agenda and is responsible for operational decisions in this area. In 2021, the Executive Board decided to form the Sustainable Development Goals Working Group (SDGWG). The body was created under the sustainability roadmap, and its functions include the development of goals on economic, environmental, and social aspects. The body convened twice in 2022 and considered the issues of updating the Roadmap for Sustainable Development for 2022 and the targets of the Environmental Policy. The Chairman of the Executive Board manages sustainability activities and may delegate their management to operational subdivisions. The management of the sustainability agenda at the level of operational subdivisions is shown in the diagram.

    The Chairman of the Executive Board reports to the Supervisory Board on a quarterly basis on the status and performance of tasks in the following sustainability areas:

  29. Information security
  30. Sustainable technological development
  31. Risk management
  32. Business ethics and compliance
  33. Market access and customer relations
  34. Development of sustainable exchange financing
  35. Growth Sector and Innovation and Investment Market Sector
  36. Employee engagement and performance
  37. Informing issuers about trends, standards and practices in sustainability
  38. Financial literacy improvement initiatives
  39. The Chairman of the Supervisory Board and the independent directors are regularly invited to speak at roundtables and conferences which discuss sustainability issues. There is also interaction with government authorities on relevant issues. The chairman of the Supervisory Board may receive enquiries and requests from stakeholders through the feedback form available on the corporate website, and there are also informal channels for interacting with stakeholders. The members of the Supervisory Board are open to dialogue with all stakeholders, including through informal channels of communication, to receive and process enquiries and requests and submit them to management.

    Business ethics

    Maintaining and developing a culture of trust and responsibility is a key priority of Moscow Exchange Group’s updated strategy. The Group upholds high standards of corporate business conduct and values its reputation.

    In particular, Moscow Exchange adheres to the following principles:

  40. zero tolerance principle (aversion to corruption in all forms and manifestations)
  41. employee engagement principle
  42. principle of proportionality of anti-corruption procedures to corruption risk
  43. principle of periodic risk assessment
  44. principle of mandatory counterparty inspection
  45. openness principle
  46. principle of monitoring the efficiency of procedures and their implementation
  47. principle of accountability and inevitability of punishment
  48. conflict of interest prevention principle

  49. Key principles of the Moscow Exchange Code of Ethics:
  50. respect for staff and equal opportunity;
  51. respect for staff civil rights, including their right to freedom of speech;
  52. zero tolerance of corruption;
  53. prevention of conflicts of interest;
  54. combating money laundering and terrorism financing;
  55. countering the use of inside information;
  56. protection of Moscow Exchange’s assets, including intellectual property rights;
  57. protection of shareholders’ interests;
  58. non-disclosure of confidential information and protection of intellectual property rights;
  59. maintaining trust-based relationships with customers, partners, and government authorities;
  60. neutral stance towards political and religious activities (the Group’s employees are, however, welcome to engage in such activities at their own expense and as private individuals);
  61. corporate social responsibility and commitment to sustainability.

    The Code of Professional Ethics sets out values that are fundamental to decision-making during Moscow Exchange’s activities:

  63. openness and decency;
  64. continual development and openness to change;
  65. partnership with customers;
  66. responsibility for the future of the company.

  67. Anti-corruption

    To implement the zero-tolerance principle, Moscow Exchange Group takes steps to prevent corruption. These measures are aimed at both internal and external stakeholders, including informing and training staff, developing mechanisms to obtain information on events that involve the risk of corruption, and incorporating anti-corruption provisions into contracts with counterparties.

    Key principles of the anti-corruption policy
  68. Moscow Exchange prohibits the offering/acceptance of any items of value (including gifts and incentive payments) in soliciting assistance to solve any issues.
  69. Moscow Exchange prohibits transactions with third parties that would act on behalf of or in the interests of Moscow Exchange.
  70. Moscow Exchange has corruption risk controls embedded in all aspects of its activities.
  71. Moscow Exchange incorporates anti-corruption provisions (clauses) into contracts and vets all counterparties.
  72. Moscow Exchange provides mechanisms for its staff and third parties to report information on corruption risks (including anonymously).

  73. Mechanisms for reporting instances of corruption and violations of standard business practices

    The Group created "SpeakUp!", an intranet portal for reporting compliance-related issues, enabling the responsible officers to be promptly informed of possible instances of corruption and violations of standard business practices. The information reported is considered confidentially; the Group’s anti-corruption policy guarantees non-retaliation – official or otherwise – for those who report information. After processing, statistics on reports submitted via SpeakUp! are sent to the Audit Committee, and, if necessary, they are escalated to the Supervisory Board. Third parties can use the SpeakUp! function on the Group’s website.

    Employees can also use SpeakUp! to get advice on ethical business conduct and anti-corruption.

    Moscow Exchange adheres to the open-door principle; employees can also directly contact the compliance department by phone, submit questions via a dedicated email address, and use the internal compliance portal.

    Information about obtaining advice on business ethics is provided to employees in the course of training on anti-corruption policies and methods.

    To ensure that staff awareness of anti-corruption practices and methods remains high, Moscow

    Exchange Group provides information to its personnel at several levels:

  74. Upon hiring, new employees undergo a brief training course and read and sign key documents.
  75. Whenever the values, principles, or behavioral standards and rules of Moscow Exchange change, staff are informed accordingly through the internal portal and other means of internal communication (the corporate magazine, posters, newsletters, etc.).
  76. Supervisory Board members who are not employees of Moscow Exchange Group are introduced to new values, principles, standards, and rules of conduct when approving the relevant documents.
  77. The Group also runs an internal training course that is mandatory for all employees.


  79. Policy on Preventing Corruption-related Offenses
  80. Code of Professional Ethics of Moscow Exchange
  81. Code of Ethics of NSD NCO JSC
  82. Code of Business Ethics of NCC NCO JSC
  83. Policy on Preventing Corruption-related Offenses at NCC NCO JSC
  84. Procedure for Preventing Conflicts of Interest at NCC NCO JSC
  85. Moscow Exchange Information Policy
  86. NCC NCO JSC Information Policy
  87. Rules of Internal Control of NCC NCO JSC to Combat the Legalization (Laundering) of the Proceeds of Crime, the Financing of Terrorism, and the Financing of the Proliferation of Weapons of Mass Destruction
  88. Regulation on the Contractual Activities of NCC NCO JSC
  89. Information on efforts by Moscow Exchange Group counterparties to prevent money laundering and financing of terrorism
  90. Moscow Exchange’s Know Your Customer/Counterparty Policy
  91. Conflict of Interest and Corporate Conflict Management Policy

  93. Each structural unit of Moscow Exchange is responsible for identifying and assessing risks in its own processes, including corruption-related risks
  94. Internal Control and Compliance Department
  95. Audit Committee of the Supervisory Board

  96. Approach to identifying material breach of legislation 

    Pursuant to Moscow Exchange’s Rules for Managing Risks Associated with the Activities of a Trade Organiser and Digital Financial Asset Exchange Operator, any events which lead to the following consequences shall be treated as a material breach of the legal requirements of the Russian Federation:

    1. Penalties imposed by supervisory bodies in the form of fines exceeding RUB 700,000.

    2. Possible suspension of certain operations, or the suspension of activities.

    3. A surge of negative feedback from customers/ counterparties in excess of 70% of the average number of negative publications for the previous year.

    4. Negative information in the media about the management of Moscow Exchange.

    5. Financial loss exceeding the limit set for the current year for the relevant type of risk.

    6. Disruption of key Moscow Exchange systems.

    7. Violation of deadlines for the implementation of key strategic areas by 12 months or more.

    8. Significant increase in the implementation cost in key strategic areas.

    9. Significant reduction in the profitability of the strategic areas being implemented.

    10. Significant reduction in the profitability of key Moscow Exchange products.

    11. Significant information leaks or successful attacks on key Moscow Exchange systems.

    12. Other consequences which may have a significant negative impact on Moscow Exchange operations.

    Approach to taxation 

    The approach to taxation is described in the tax strategy of Moscow Exchange Group. In its tax-related activities, the Group relies on the requirements of tax legislation and considers the effective management of tax risks to be a significant factor in increasing the Group’s value.

    The Company values its reputation as a responsible taxpayer and strictly complies with the tax laws in all jurisdictions where it does business. As a major taxpayer, the Group recognises the importance of being a socially responsible business and strives to balance corporate, government, and public interests. The tax strategy was developed in 2021 and approved in 2022.

    The Group adheres to the following guiding principles with regard to taxes:

  97. systemic, consistent, and transparent management of tax-related issues;
  98. clear allocation of functions and responsibilities among the parties involved in tax relations;
  99. participation of the Group’s senior management in decision-making on key tax issues, as well as the timely involvement of tax experts in decision-making on corporate issues;
  100. availability of effective tools for monitoring the implementation of decisions, including the automation of key processes and procedures.
  101. The tax strategy is approved by the Supervisory Board of Moscow Exchange. The tax strategy is revised whenever the approaches set out in the tax strategy are changed.

    The Internal Audit Service (IAS) is responsible for monitoring compliance with the tax strategy and with legal requirements. The tax management system is assessed by the IAS at least once a year. The approach to taxation is set out in the Group’s tax strategy.

    Moscow Exchange and the NCC take the following approach to tax risks:

  102. Tax risks are integral to the Group’s risk management and internal control system. They are identified according to the principles established by Moscow Exchange’s Supervisory Board: continuity, economic feasibility, and efficiency.
  103. All tax risks identified are subject to assessment and materiality ranking.
  104. Tax risks are monitored quarterly through control procedures.
  105. The fulfilment of tax obligations is subject to an annual audit procedure and is disclosed in the Group’s annual report.

    Moscow Exchange and the NCC are involved in tax monitoring. The NSD plans to join tax monitoring in 2024. Tax monitoring involves an open dialogue between the companies of the Group and the tax authorities. The exchange of information is facilitated via remote access to the information systems of Moscow Exchange and the NCC, as well as to their accounting and tax reports. This method of providing data to the tax authority allows the Group to promptly coordinate a position with the tax authority on the taxation of planned and completed transactions.

    Moscow Exchange has joined the following organisations which discuss issues related to transparent taxation: National Financial Association Self-Regulatory Organisation (SRO NFA), Association of Banks of Russia (ABR), and National Association of Stock Market Participants (NAUFOR). Moscow Exchange is involved in the preparation of amendments to tax legislation based on best practices and representing the interests of financial market participants.

    The Group discusses pressing issues associated with the amendment of the tax legislation at working groups, committees, and roundtables. It also prepares draft regulations and requests for clarification of the legislation. It can also analyse, update, and submit proposals to government authorities to amend the tax legislation.


  106. Tax Strategy of Moscow Exchange Group

  108. Operational subdivisions: Finance Unit (Accounting, Taxation Group)
  109. Executive Board of Moscow Exchange (review of risk management regulations)
  110. Risk Management Committee
  111. Supervisory Board (taking decisions on the tax risk management policy)

  112. Supply chain management

    Moscow Exchange Group emphasizes responsible supply chain management and close cooperation with suppliers of products and services in order to ensure economically efficient of procurement and to mitigate relevant financial and non-financial risks. The Group has a vested interest in developing fair competition on the market and strives to cooperate with reliable and responsible suppliers.

    Key principles of procurement
  113. transparent procurement: any supplier may fill out a questionnaire on Moscow Exchange’s website; auctions are held on a B2B digital trading platform;
  114. equality, fairness, non-discrimination, and no unreasonable competition restrictions imposed on participants in procurement: all participants, regardless of the size of their business and their country of registration, enjoy equal rights to participate if the transparency and substantive criteria are met;
  115. there is no additional bidding stage after the final call for bids is announced, unless there are justified changes in the terms of reference, in which case the process is treated as a new procurement;
  116. no provision of services by suppliers who violate Russian legislation currently in effect, including the Labor Code;
  117. zero tolerance for any corrupt practices.
  118. The bulk of procurement by Moscow Exchange Group relates to IT, specifically the development, maintenance, and purchase of modern software and hardware. Due to the specific requirements of Moscow Exchange, its activities often demand unique technological solutions. In most cases, such challenges are solved by consultants and contractors. The Group contributes to boosting demand for innovative and high-tech products and services, as well as creating new jobs in the supply chain.

    Supply chain risk management

    Moscow Exchange Group always assesses economic, financial, and related-party risks associated with all its suppliers, using the latest data for verification (which should be no older than one year). Suppliers assessed to have a high level of risk are not granted contracts. If a supplier is found to be dishonest (breaching a contract or bidding requirements), they may be disqualified.

    In accordance with internal regulations, the procurement documentation includes a link to the corporate portal or an email address where losing bidders can submit feedback on the transparency and fairness of procurement procedures.

    To manage ESG risks in the supply chain, Moscow Exchange Group uses standard contract templates containing clauses stipulating that suppliers must comply with Russian legislation (including the Labor Code), as well as a clause emphasizing the Group’s zero tolerance for corruption and bribery. In the agreements concluded between Moscow Exchange Group and its

    suppliers, the parties warrant that their employees will not offer, solicit, or consent to any corrupt payments (in cash or valuable gifts) to any persons, nor accept such money or gifts.



  119. Regulation on Procurement of Moscow Exchange
  120. Internal regulations on interaction between Moscow Exchange and other companies of the Group

  122. Operational subdivisions (procurement initiation, preparation of requirements and terms of reference)
  123. Procurement Assurance Department (organisation and implementation of procurement)
  124. Procurement Committee (approval of purchases exceeding RUB 6 million)
  125. Executive Board of Moscow Exchange (approval of purchases exceeding RUB 300 million)
  126. Supervisory Board of Moscow Exchange (approval of purchases exceeding RUB 600 million)