Corporate Governance
Regulatory documents
Board of Directors
The Board of Directors shall be responsible for the general management of the Company’s activities, except for issues which fall explicitly within the scope of powers of the General Meeting of Shareholders pursuant to RBC’s Articles of Association and the Federal Law “On Joint-Stock Companies”. Members of the Board of Directors are elected by the general meeting of shareholders for the period until the next annual general meeting and may be re-elected an unlimited number of times.
Members of the Board of Directors
DMITRY RAZUMOV
Chairman of the Board of Directors
Dmitry Razumov has served as General Director of ONEXIM Group since 2007. He was a member of United Company Rusal Plc.'s board of directors from 2008 to 2012. In 2009-2010, he sat on the board of Norilsk Nickel MMC PJCS and chaired the board of International Financial Club bank. In 2011-2013 he was a member of Polyus Gold International Limited's board of directors and in 2012-2013 he was a member of RENAISSANCE CAPITAL INVESTMENTS LIMITED's board of directors.
Dmitry Razumov has been a member of OPIN PJSC's board of directors since 2008 and its chairman since 2010, as well as a member of Intergeo LLC managing company’s board since 2008. He has chaired the board of directors of insurance company Soglasie and yo-AUTO LLC since 2011. He served as a member of Renaissance Financial Holdings Limited's board of directors from 2009 and became its chairman in 2013. He has been member of Intergeo MMC Ltd.'s board of directors since 2012 (and chairman from 2015) and is currently chairman of ONEXIM HOLDINGS LIMITED's since 2012. Dmitry Razumov has been in charge of Brooklyn Basketball Holdings, LLC.'s board of directors and a member of Uralkali PJSC's board from 2014.
From 1994 to 1997, he practiced law at the international law firm Clifford Chance. From 1997 to 1998, he worked as Deputy Head of Investment Banking at Renaissance Capital Investment Bank. From 1998 to 2003, Dmitry Razumov acted as Managing Director at LV Finance.
In 2000 – 2003, he joined the board of Sonic Duo and later that of MegaFon. From 2001, he served as Deputy CEO for M&A at Norilsk Nickel MMC PJSC.
Dmitry Razumov graduated from the Moscow State Institute of International Affairs, majoring in International Law.
DERK SAUER
Deputy Chairman
Derk Sauer has been a member of the Board of Directors of RBC OJSC since December 2012. From December 2012 to November 2013 was Chairman of the Board of Directors and from November 2013 to January 2014 was Deputy Chairman of the Board of Directors. Since January 2014 Derk Sauer has served as Chairman of the Board of Director. He has been President of RBC since December 2012. Mr. Sauer is one of the most prominent media managers in Russia. In 1970-1980s, he was a correspondent of Belfast and Title Filme television companies. Mr. Sauer was an editor of magazines Twingtig and Neiuwe Revu (the Netherlands). He founded the Soviet Union’s first glossy magazine Moscow Magazine and Moscow Guardian newspaper in 1990. Derk Sauer has been at the helm of Sanoma Independent Media publishing house, which publishes newspapers The Moscow Times, Vedomosti, magazines Cosmopolitan, Esquire, Harvard Business Review etc., since 1992, including as CEO in 1992-2008, and as a Chairman of the Supervisory Board in 2008-2013.
ELENA MYASNIKOVA
Director
Elena Myasnikova has been a member of the Board of Directors of RBC OJSC since December 2012. Elena has held the position of Vice President of RBC since December 2012. Mrs. Myasnikova is one of the most renowned media professionals in Russia, received the Media Manager of the Decade award in 2011. In 1990, she worked as editor of Russia's first glossy printed publication Moscow Magazine, and in 1991 took up the position of deputy editor-in-chief of Europe magazine. In 1994, Elena Myasnikova became a co-editor of the Cosmopolitan magazine with Ellen Verbeek, and was later promoted to the position of publisher. In 2002-2008, Elena Myasnikova served as the CEO of FashionPress LLC, which publishes such titles as Cosmopolitan, Esquire, Harpers' Bazaar, etc., and was at the helm of Sanoma Independent Media publishing house as its CEO from January 2008 until October 2012. Elena Myasnikova graduated from Lomonosov Moscow State University.
NIKOLAY MOLIBOG
Director
Nikolay Molibog has been CEO of RBC since January 2014. In June 2014 joined the Board of Directors of RBC. From August 2013 and up to his appointment as CEO, Nikolay held the position of RBC's First Deputy CEO. Nikolay was manager of a regional network of Kommersant Publishing House CJSC in 2000-2003. In 2003-2004, Nikolay worked as Deputy Managing Director of broadsheet newspaper Gazeta. From 2004 he worked for Afisha where he advanced from a Director for distribution and regional development to CEO of Afisha publishing house. Since July 2010 and up to May 2013, Nikolay was CEO of united company Afisha-Rambler. In 2011, Nikolay was named among top rated young media managers of Russia by Odgers Berndtson, and he was assigned the highest rating (AA). In 2013, Nikolay was on the list of TOP-3 executives in the media business in the CIS put together by the Russian Managers Association. Nikolay graduated from the Faculty of Economics of Novosibirsk State Technical University .
DMITRY USANOV
Director
Dmitry Usanov was appointed Deputy CEO of ONEXIM Group in April 2015. Since 2010 and prior to joining ONEXIM Group, Mr. Usanov headed strategy, business development and capital markets at MMK Group – one of the world’s largest steel producers. Dmitry started his career as consultant at PriceWaterhouseCoopers. In 2001 – 2004, he acted as Director of M&A Department at LV Finance, an investment fund specializing in consultancy services on corporate finance and venture investments. In 2004 – 2008, Dmitry held a number of senior management positions at strategy, business development, investor relations and corporate governance at MMC Norilsk Nickel. In 2008 – 2010, Dmitry served as CEO at a private investment and construction holding. Dmitry graduated magna cum laude from the Institute of International Economics of the State University of Management with a degree in international economics.
ANDREY KONONOV
Director
Andrey Kononov headed the corporate governance standards department at Onexim Group LLC in March 2010. From 2004 to 2008, he held the position of head of corporate governance improvement office at Norilsk Nickel MMC PJSC. From 2000 to 2003, he served as deputy head of corporate restructuring at LV Finance, an investment fund specializing in consultancy services in corporate finance and venture investments.
Currently, Andrey Kononov is a board member at RBC PJSC, Kvadra PJSC, Profotech CJSC, Kraus-M CJSC, and Rublevo JSC.
He graduated from the Moscow Technical University of Communications and Informatics with a degree in economics and management.
The Audit and Compliance Committee
The Audit and Compliance Committee is an advisory body within the Company’s Board of Directors, formed for the preliminary consideration of matters related to the Company’s financial and economic activities. The Committee has authority over the following matters: preparing recommendations for the Board of Directors on the election of an independent auditor, supervision over the system of internal control of the company, and supervision of RBC’s policy in the area of issuing financial reports.
The Committee's members are Dmitry Usanov (Chairman), Elena Myasnikova, Andrey Kononov.
Human Resources and Remuneration Committee of the Board of Directors
The Human Resources and Compensation Committee is an advisory body established to ensure an in-depth examination of issues pertaining to the competence of the Board of Directors in the area of selecting human resources to fill positions with the company’s governing bodies and working out the material terms of employment contracts, drawing up recommendations required for the Board of Directors and the CEO of the company.
The Committee's members are Ekaterina Salnikova (Chairman), Sergey Padsypanin, Alexander Lyubimov.
