PRE-APPROVED by the Supervisory Board of Moscow Exchange May 23, 2013 MINUTES No 42
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PRE-APPROVED By the Supervisory Board of Moscow Exchange May 23, 2013 MINUTES No 42 S. A. Shvetsov, Chairman, Moscow Exchange Supervisory Board Moscow Exchange Open Joint Stock Company 2012 ANNUAL REPORT 1 Table of Contents Position in industry ...................................................................................................... 3 Priority activities .......................................................................................................... 4 Future outlook ............................................................................................................. 5 Key operational risks ................................................................................................... 7 Compliance with principles and recommendations of the corporate-conduct code ... 11 Supervisory Board’s report on results of corporate development in priority activities 16 Report on declared/payable dividend on Moscow Exchange shares ........................ 17 Structure of Moscow Exchange Supervisory Board; information on members of Moscow Exchange Supervisory Board ...................................................................... 17 Remuneration to individuals in Moscow Exchange bodies of management .............. 34 Transactions with related parties in 2012 .................................................................. 35 Types and volume of power resources consumed .................................................... 98 Consolidated Financial Statements, for the year ended December 31, 2012 ........... 99 2 Position in industry Moscow Exchange is a multi-purpose exchange group that provides a full range of trading and post-trading services to its clients, who trade stocks, bonds, derivatives, forex, money-market instruments, and commodities. The Moscow Exchange Group includes the National Settlement Depositary, which was awarded the status of Central Depositary of the Russian Federation in 2012, and the National Clearing Center, which acts as the central counterparty on exchange markets. Moscow Exchange’s vertical integration gives it a unique competitive advantage. Globally, the tendency towards integration of the trading, clearing, and settlement components of exchange trading is just starting. In Russia, this integration is close to completion as a result of the merger between the two largest exchanges in 2011. Moscow Exchange is growing dynamically to the benefit of its stockholders, market participants, and the Russian economy as a whole. Providing services including trading organization, securities listing, and organization of securities placements, it facilitates the raising of market capital for the real sector of the economy. The main activities of the group’s companies helps generate them fee revenues via transactions conducted by professional market players and their clients with various financial instruments, as well as from listing securities, supplying market-related information, and providing technological solutions. In addition, the diversification of trading services on several markets concurrently helps the exchange to achieve strong financial performance at different stages of the economic cycle. Moscow Exchange’s market shares in the total trading volumes of Russian assets are: Stock market: 34% of global trading of Russian-issued corporate stock, 97% of total traded fixed-yield Russian securities (57% of exchange trading in Russian issuers’ corporate stock). Derivatives market: 96% of total exchange trading volume in financial derivatives on Russian assets. Forex market: 26% of entire Russian forex market. Money market: 95% of entire repo transaction market. 3 Priority activities In 2012, the Moscow Exchange successfully accomplished projects that were important to the Russian financial market, which sought to boost investor activity and introduce new investor categories. The list of forex market trading member categories was expanded to include brokerage firms in addition to existing credit organizations. The entire range of operations in government securities became available on the exchange’s securities market. Clearing for all of the Moscow Exchange’s markets was centralized within CJSC JSCB National Clearing Center (NCC), and the National Settlement Depository (NSD) was granted central- depository status. A connection point was launched in London to provide foreign investors with streamlined IT infrastructure. The first ever Russian repository was opened with the NSD. The Moscow Exchange’s diversified approach to business has proven efficient. Even in the adverse market environment of 2012, when the global trend continued towards lower investor interest in the stock market, total trading on all of the Moscow Exchange’s markets rose 24%. Lower trading on the stock and forwards markets was compensated for by growing volumes on the exchange’s money and forex markets. Total trading on the money market, including repo transactions and the credit market, was 178 trillion rubles in 2012, while repo transactions amounted to 169.3 trillion rubles, a 49% YoY increase. Trading on the Moscow Exchange’s forex market was 117 trillion rubles, a nearly 35% YoY increase. Integration of the derivative markets was concluded in 2012. Trading on the Moscow Exchange’s derivatives market reaching 50 trillion rubles, or 1.06 billion contracts. The total value of bond-market transactions rose 13.4% to 12.5 trillion rubles. Trading with mutual-fund shares increased 170% to 96 billion rubles. Aggregate trading on the Moscow Exchange’s stock market in 2012 amounted to 24.1 trillion rubles. After 2012, trading with securities in the investments and innovations market sector in principal- trading mode was 12.45 billion rubles, a 77% YoY increase. Total exchange trading at the time of the government’s commodity and purchasing interventions in 2012 rose 197% YoY. In 2012, the Moscow Exchange aimed to improve the stock market’s regulatory regime, primarily to introduce centralized clearing and a central depository. The Moscow Exchange was involved directly in a range of regulatory projects supporting financial-sector development that, in particular, included establishing business practices for the repository, improving the system for counteracting unauthorized use of insider information and market manipulation, and cancelling VAT on financial-market services. In 2013, the Moscow Exchange intends to continue with projects aimed at offering market participants necessary products and services as well as ensuring further uniformity of services. 4 Future outlook The group consistently follows its strategy of broadening the product line and implementing infrastructure modernization, driving inflows of new investments to the Russian market. The group’s main strategic priorities up to 2015 are boosting Russia’s stock market liquidity, developing the derivatives market, modernizing the clearing system, and expanding the range of services offered by the settlement and clearing organizations, as well as creating a state-of-the-art technological platform. The exchange’s key projects for 2013 are: Equity and bond markets Introduction and development of new trading technology based on the T+2 model; Consolidated cash positions for T+0 and Т+2; Enabling market members to ban buying on margin and short selling at their behest; Settlement on T+0/T+2; Settlement in rubles and foreign currency; Acceptance of forex and foreign securities as collateral; Listing modernization. Derivatives market Development of interest-rate futures; Development and expansion of forex futures; Launch of segregated client accounts; Design and launch of centralized clearing for OTC derivatives. FX and money market further development of repo transactions with the CCP and implementation of repo in a pool of securities; On-exchange repo with collateral management system; Repo with settlement in forex; Admission of members from EEC countries to the exchange’s forex market; Launch of new currency pairs, development of trading in CNY/RUB instruments and pairs in CIS currencies; Expansion of access to the forex market for non-residents. The group’s priority projects for 2013 include: Clearing modernization (including extension of the list of assets eligible for collateral and projects aimed to consolidate collateral across markets); Enhancement of services offered by settlement and depository organizations (including development of the repository for OTC trades, establishment of a centralized corporate data center, and provision of services to manage collateral assets); Tariff policy optimization; Establishing clearing and trading links with foreign partners; Commodities-market development, primarily for precious metals; Further unified-index-family development. In 2013, the exchange will continue to upgrade its technological platform and participate actively in improving the regulatory environment of Russia’s securities market. 5 We expect aggregate implementation of all these projects to allow the group to move forward in its strategy and achieve its 2013 targets. Regulatory reform The exchange’s initiatives in securities-market regulation aim to bring the Russian financial market’s legal framework in line with international best practices and standards. Primarily, this concerns the improvement of information disclosure, corporate governance practices and listing requirements, optimization of issuance process, facilitation of margin trading within the T+2 model, and spurring activity in collective investments. Measures