Russia Board Index 2015 EN

Amsterdam Atlanta Bangalore Barcelona Beijing Bogota Boston Brussels Buenos Aires Calgary Chicago Copenhagen Dallas Dubai Frankfurt Geneva Hong Kong Houston Istanbul Johannesburg Lima London Los Angeles Madrid Melbourne Mexico City Miami Milan Minneapolis/St. Paul Montreal Moscow Mumbai Munich New Delhi New York Orange County Paris Philadelphia Prague Rome San Francisco Santiago Sao Paulo Seattle Shanghai 2o15 Silicon Valley Singapore Stamford Stockholm russia Sydney Tokyo Toronto Vienna Warsaw Washington, D.C. Zurich Board Index Contents Foreword 1 Highlights of the 2015 Russia Board Index 2 What boards need to know about corporate culture 4 Our survey approach 8 Board size and composition 9 Remuneration 13 Board meetings and committees 14 Comparison tables International comparison 16 Board composition 20 Board statistics, meetings and committees 24

About Spencer Stuart 28

Foreword

The Spencer Stuart Board Index is an annual study which analyses aspects of board governance, including composition, committees and remuneration, among major listed companies. First published 28 years ago in the US, there are now editions in 18 countries around the world, including 11 in Europe.

In 2014, we released the first Russia Board Index which focused on 41 of the top listed companies by market value in the ‘Expert 400’. This second edition updates our analysis of the data available for the most recent fiscal year and looks at the boards of 47 companies.

Our purpose is to provide business leaders with a snapshot of current practice on Russian boards. In addition to data for each company, we have again published a detailed chart showing how Russian boards compare with leading companies in the US and other European markets on a key range of governance measures.

We hope that you will find this new edition of the Russia Board Index an interesting read. We welcome your feedback and the opportunity to discuss any of the issues that arise from our research.

Yaroslav Glazunov Spencer Stuart Russia

SPENCER STUART PAGE 1

Highlights of the 2015 Russia Board Index

Board meetings 21 The average number of in-person board meetings among Russian companies is lower than in most European coun- The average number tries at 6.8. However, many Russian companies supplement of board meetings these with meetings in absentia which, when added to the per company number of in-person meetings, amount to an average of 21 last year meetings per annum. See page 14.

Independence 33.4 % Of the 482 directors who were analysed in our survey, only 161 are deemed to be independent, or 33.4%. This is a drop of The percentage nearly 6% from last year’s figures. The number of independ- of independent ent directors on Russian boards is the second lowest in directors Europe, with only boards in Turkey having fewer at 33%. See page 10.

Age 53.1 years The average age of all board directors has increased slightly to 53.1 years, although Russian boards remain the youngest The average age of in Europe, with directors in Norway being the next youngest all directors at 55.3 years. The average age of non-executive directors is 53.7 years, just over four years older than executive directors at 49.5 years. The average age for chairmen is 56.8 which interestingly is still younger than many non-executive directors in other countries. The average age of independent directors is 59 years, compared to 64 years for non-independent directors. See page 12.

PAGE 2 SPENCER STUART

Gender diversity The number of female directors has decreased from 8% last 7.6 % year to 7.6%, bucking a trend throughout Europe where a combination of legislation and governance codes is result- The proportion of ing in increasing diversity in the boardroom. Of the 90 new women sitting board directors elected in Russia in the past year, only 8 on boards (9%) were women. However, the number of women on the executive committees has increased from 9.1% to 11.3%. This small increase may herald a growing pipeline of future female board directors. See page 11.

Turnover Just under one-fifth of all board directors were appointed 19% during the last financial year, the highest in Europe. However, board stability seems to have strengthened — The proportion of almost 30% of all board directors had been appointed in the board members previous financial year. See pages 18–19. appointed during the last financial year

Director remuneration Non-disclosure of information coupled with inconsistency $192,000 in reporting standards means that it remains difficult to The average pay provide detailed remuneration information for Russian for non-executive boards. The figure of $192,000 as an average is based on directors data obtained from 11 of the 47 companies analysed in our sample. Of those 47 companies, only six disclose specific chairman compensation data. Most companies do, however, disclose a remuneration figure for the whole board, including the chairman, while others publish a figure which also includes the executive committee. See page 13.

SPENCER STUART PAGE 3 In the spotlight

What boards need to know about corporate culture

Boards can help to foster long-term shareholder value by deepening their understanding of their company’s culture, placing it on the board agenda and ensuring management is forging a culture aligned with the business strategy.

Culture rarely appears on board agendas. Despite its sizable contribution to business results, few boards oversee culture with anything like the rigour they do strategy, risk or CEO succession planning.

A company’s culture can make or break the most insightful strategy or the most experienced executives. Healthy cultural patterns can produce innovation, growth, market leadership, ethical behaviour and customer satisfaction. A damaged culture can impede strategic outcomes, erode business performance, diminish customer satisfaction and loyalty, and discourage employee engagement.

If “culture eats strategy for breakfast”, as the saying goes, why then do boards not engage more actively in overseeing it? We see several reasons for this:

Lack of board ownership: No one exerts more influence over corporate culture than the company’s leaders. The CEO and management team own culture, not the board. As a result, boards tend to give the issue of culture a wide berth, expecting the CEO to raise cultural issues when needed.

Lack of board visibility into the culture: Directors rely on the management team to bring information about corporate culture to the board. Because directors are distant from the organisation’s day-today activities, it’s not easy for them to have a clear sense of the company’s culture.

Lack of a defined board role: The board’s role in cultural oversight is not as clearly defined as areas such as executive compensation or risk oversight.

PAGE 4 SPENCER STUART Lack of a shared vocabulary: Without a shared language or framework to discuss culture — or data about the health of the culture — directors and executives don’t know where to start or how to have a productive conversation about it.

Spencer Stuart has found the following questions to be powerful in helping directors to better understand culture, setting the company on the right path when it comes to this important area.

What is the current culture of the organisation? Culture is not the aspirational values posted on the staff noticeboard. Culture is the culmination of the shared values, beliefs and assumptions that shape the behaviour of the organisation. These “unwritten rules” guide the thousands of decisions employees throughout the company make every day. Boards should ask: What are those unwritten rules that everyone knows, but can’t necessarily articu- late clearly?

How well-aligned is our corporate culture with our strategy? A high-performing organisation whose culture and strategy are strongly aligned produces more financial growth and better employee engagement. By contrast, a troubled or misaligned culture can result in prolonged underperformance by the business or specific business units, as well as internal conflicts and poor employee engagement. This in turn can lead to low levels of customer satisfaction and loyalty. Boards should ask: What organisational behaviours are required to achieve our strategy? How well do we demonstrate those behaviours today? What do we meas- ure to understand the extent to which those behaviours are happening? What do these findings tell us about our culture relative to our strategy? Where do organisational behaviours open us up to risk?

What is the difference between our current and ideal corporate culture? Effective leaders can describe both the culture as it currently exists and the culture to which the organisation aspires. This ability is sometimes called “cultural flu- ency,” and it is a critical skill for leading on culture. Boards should ask: What is the difference between our current and ideal culture? What cultural impediments do we face and how will we overcome them? Where do our most influential people, those who “get” our ideal culture, reside within the organisation? Are they being deployed effectively?

SPENCER STUART PAGE 5 whatIn boards the need spotl to knowig aboutht corporate culture

How well do our organisational structure and practices support our ideal culture? Structures, processes and practices exert significant influence on shared behaviours, and business success can be impeded when these are not aligned with the ideal culture. Boards should ask: When a necessary and thoughtfully planned organisational change is not going well, what aspects of the culture could be get- ting in the way? How might different compensation structures help to shape different types of organisational culture?

How do we consider culture in our succession plans? Culture evolves over time. Boards will want to understand how talent management systems, employee evaluations and executive recruiting are likely to shape the company’s future culture. In succession planning discussions, directors can ask: To what extent do individuals’ leadership styles contribute to the culture we strive to achieve? Where are there gaps in our leadership capabilities and how will we close them? How does our talent development process advance our ideal culture?

How can we contribute to the right tone at the top? While board behaviours have less influence on culture than those of the CEO and management team, boards do set a tone at the top, which, in turn, has an impact on the company’s culture. Boards should be aware of what that tone is and how they contribute to it. They can ask themselves: How do our boardroom behaviours advance the right tone at the top? What changes would we like to make in our behaviour or composition to enhance our contribution to setting the right tone for the company?

Where on the board agenda should we put questions about culture? As expectations on boards continue to grow, so has the board agenda. Given their current demands, boards are unlikely to tackle questions about company culture unless the issue is explicitly part of the agenda. To make sure that it is, boards can ask: Where on the annual board calendar should culture fall? What culture models or frameworks could be useful to adopt? Are we embarking on a period of change — the arrival of a new CEO, a crisis, a new strategy or a merger — that could influence our values and culture?

PAGE 6 SPENCER STUART

A framework for thinking about culture Spencer Stuart’s framework for assessing organisational culture is rooted in the insight that a surprisingly limited set of rules can result in highly complex and diverse behavioural patterns. Every organisation, and every executive, must address the inherent tension between two critical dimensions of organisational dynamics:

Attitude towards change: Open to change (flexibility, innovation, inquiry) versus managed change (stability, proven processes, control).

Attitude towards people: Independent (individual initiative, self- empowerment) versus interdependent (collaboration, power through groups, interaction).

A company’s culture is defined by where an organisation falls on these two dimensions, and this reflects how thousands of employees make individual decisions to manage the costs and benefits associated with those tensions over time.

Applying this insight, our culture model and diagnostic tools help companies understand their current culture, identify the cultural styles that support its strategic imperatives and diagnose how the culture may need to evolve in order to align with strategy.

Conclusion Corporate culture is one of several critical levers for creating shareholder value — one that many companies underutilise. Boards can do more to help ensure that senior management is effectively monitoring and guiding corporate culture to make the most of this important contributor to business performance. By placing culture on the board agenda and asking the right questions, boards can help to ensure that culture supports business strategy, while preserving the boundary between governance and management.

SPENCER STUART PAGE 7 our survey approach

Our survey approach

The 2015 Russia Board Index covers 47 of the top listed companies by market value in the ‘Expert 400’ at the end of May 2015. Subsidiary companies in the top 50 are excluded from our analysis, along with several companies for whom limited data was available. Seven new companies were included this year: Cherkizovo Group, Lenta, Mosenergo, Mostotrest, Qiwi, Rosgosstrakh and Yandex.

We analysed board size and composition, committee structure and director compensation for the 2014/15 financial year, compiling our research from a combination of publicly available sources (company annual reports and websites) and BoardEx.

The Russia Board Index focuses on quantifiable data pertaining to boards of directors and offers comparisons with leading companies in a number other European countries, namely Belgium, France, Germany, Italy, The Netherlands, the Nordics, Spain, Switzerland, Turkey and the UK, as well as with S&P 500 companies in the USA.

PAGE 8 SPENCER STUART

Board size and composition

Board size The average board consists of 10.3 directors, down from 10.6 the previous year. The smallest board comprises six members (Rosgosstrakh), while the largest has 19 (Rusal). The majority of companies have between 9 and 11 directors.

table 1 Board size

Number of companies Percentage of companies

<= 8 10 21.3% 9 to 11 27 57.4% 12 to 14 5 10.6% 15 and more 5 10.6%

The average board size of the European countries in our sample is 10.8, although this does vary greatly across the region. German boards, where employees have a right to representation, have 16.2 directors on average. French boards average 14.3 directors, while at the other end of the spectrum are the Nordic countries: 7.9 in Finland and 8.2 in Norway. Russian boards are closest in size to their counterparts in Belgium (10.3), Switzerland (10.3) and the Netherlands (10.7).

the broader view: Average board size

BE CH FR DE IT NL DK FI NO SE RU ZA ES TR UK US

10.3 10.3 14.3 16.2 11.9 10.7 9.9 7.9 8.2 9.7 10.3 12.5 10.9 9.8 10.3 10.8

“The Broader View” compares key statistics averaged across in 16 countries worldwide. All data is sourced from the most recent Spencer Stuart Board Index covering that country.

SPENCER STUART PAGE 9 board size and composition

The roles of chairman and chief executive The roles of chairman and chief executive officer are always separated. All companies featured in this survey have unitary boards, although the CEO does not always sit on the board, as is the case of ACRON Group, Megafon, Mosenergo, NCSP, Norilsk Nickel and PIK Group.

Vice chairman and senior independent director Twelve companies (25.5%) have at least one deputy chairman. Six companies (12.7%) have the role of senior independent director on their board. Sberbank is the only company to have both a senior independent director and a vice chairman. It also has two vice chairmen, as do Alrosa, Moscow Exchange and Uralkali.

Independence 33.4% of directors in the 47 companies we surveyed are independent. With the exception of Turkey, this is significantly lower than most other countries in Europe. In Switzerland, 88.3% of directors are independent, in the UK, 60.5% and in France 58%.

Foreign directors The percentage of board directors who are non-Russian citizens has decreased from 24% last year to 22.2% in 2014. However, of the 161 independent directors, 84 are foreign (52.2%). Only two of 78 executive directors who also sit on the board are foreign; both are Dutch and both serve at Lenta. 30% of companies have no foreign nationals serving on the board.

Seven companies have a foreign chairman and one, Lenta, has a foreign chief executive officer.

Among the new non-executive directors appointed during the 12 months of this survey, 16.7% are foreign, which is a decrease from 23% in the previous year.

On average, each board comprises an average of 2.8 nationalities which is comparable to Germany and Sweden.

PAGE 10 SPENCER STUART

The representation of foreigners on Russian boards is far higher than we see in Italy (7.7%), Spain (12.5%) and Turkey (15%), but remains some way lower than the UK (32.1%) and Belgium (32.6%). Switzerland remains the leader in terms of international diversity with 62% of non-native directors, with Netherlands and Denmark also boasting impressive figures of over 40%.

the broader view: Foreign directors as a percentage of the full board

BE CH FR IT NL DK FI NO SE RU ZA ES TR UK

32.6% 62% 33% 7.7% 42.7% 42% 35% 29.6% 24% 22.2% 21.3% 12.5% 15% 32.1%

Women on the board Russian boards are dominated by men and unless there is a dramatic increase in female appointments, the imbalance between the genders will remain for the foreseeable future. Only 7.7% of non-executive directors are women which is the second lowest among the European countries surveyed. 6.4% of executive directors on Russian boards are women — in reality only five women.

It will be interesting to see if the Russian government chooses to exert pressure on business for more women on boards, as has happened in many other countries. In March 2015, Germany became the latest European country to introduce mandatory quotas by passing a law which requires major companies to allocate 30% of board seats to women. The law is due to come into force in 2016.

the broader view: Women on boards

BE CH FR DE IT NL DK FI NO SE RU ZA ES TR UK US

24.2% 19% 34.3% 24.9% 22.4% 21.6% 23% 30% 42% 35% 7.6% 20.9% 14% 9.5% 23% 19.8%

SPENCER STUART PAGE 11 board size and composition

Length of service The average tenure of non-executive and executive directors is the same as last year at 3.8 and 6.3 years respectively. The average tenure of chairmen has decreased from 5.8 to 4.7 years, which can be attributed to the fact that at the cut-off date for our analysis, 11 chairmen had been in the role for less than one year.

table 2 Director tenure

Non-executive directors Chairmen Executive directors All

Average tenure of directors 3.8 4.7 6.3 4.2

Average age of directors Although the average age of directors has increased slightly from 52.2 years last year to 53.1 years, Russian directors remain the youngest in Europe. The average age of chairmen in Russia has also increased from 54.8 years last year to 56.8 years. Interestingly, given the relative seniority of most board chairmen, the average age of chairmen is still lower than the average age of all board directors in every other European country we analysed except Norway.

the broader view: Average age (all directors)

BE CH FR DE IT NL DK FI NO SE RU ZA ES TR UK

56.9 60.5 59.7 24.9% 58.9 58.7 57.2 57.3 55.3 57.3 53.1 56.8 60 57.6 57.5

PAGE 12 SPENCER STUART

Remuneration

Non-executive directors Remuneration data for board directors in Russia continues to be harder to ascer- tain than in other countries. Only 23% of companies disclose individual remuneration data for board directors, although many do give an overall compensation figure for the entire board; some also include executive committee pay in the total figure. In the case of MTS, only independent non-executive directors receive remuneration for their services on the board.

In their annual reports, several companies mention that board director remuneration is an agenda item at the annual general shareholder’s meeting, however the detailed figures are not subsequently revealed even after approval has been given.

Director remuneration (excluding the chairman) varies greatly between companies. Rosneft board directors who served a full year on the board received an average of US $560,000. The six directors who served a full year attended 36 meetings throughout this period, four in person and 32 in absentia. At the other end of the spectrum, board directors of NCSP received US $1,041 in remuneration for the year, during which they attended 11 meetings, of which four were in absentia.

SPENCER STUART PAGE 13 board meetings and committees

Board meetings and committees

Board meetings The prevalence of in absentia board meetings means that there is a substantial difference between Russian companies and those in European countries when it comes to the total number of meetings held each year. In 2014, the average number of board meetings was 21, a slight reduction from 22.3 in 2013. This figure is the highest in Europe, with Turkey the second highest at 20.

If we take just in-person meetings, the average number for Russian companies falls to 6.8 which is similar to Germany (6.5) and the UK (7.6).

Just over a quarter of the companies (26%) in our sample had fewer than five in-person meetings in the last year. Eight meetings per year remains the most common (19%).

When looking at the total number of meetings held last year, nearly half (49%) of the companies studied had fewer than 20 meetings. Gazprom held the most meetings at 63, of which 52 were held in absentia. Interestingly, Norilsk Nickel held 20 fewer meetings in 2014; 8 in person, 34 in absentia, compared to 13 and 51 respectively in 2013.

table 3 Board meetings

Board meetings in person

<5 5 6 7 8 9 10 11 12 >12 Unknown

26% 4% 2% 4% 19% 4% 2% 2% 0% 6% 30%

Board meetings in person + in absentia

<5 5–9 10–14 15–19 20–24 25–29 30–39 40–59 60–79 >=80 Unknown

0% 11% 23% 15% 6% 9% 11% 6% 2% 0 17%

the broader view: Board meetings

BE CH FR DE IT NL DK FI NO SE ES TR UK

9.5 9.9 9 6.5 11.1 8.5 11.4 11.7 12.6 10.9 10.7 20 7.6

PAGE 14 SPENCER STUART

Board committees The average number of committees per board is similar to last year at 3.3. Just over half of the companies in our sample have three committees, while just over three quarters of the companies have between two and four committees.

All companies have an audit committee, and it is the only board committee in three companies: Gazprom, Surgutneftegas and VSMPO AVISMA. Bashneft has the largest number of committees at seven.

table 4 Committees of Russian boards

1 2 3 4 5 6 7

Numbver of committees 6% 11% 51% 15% 11% 4% 2%

Board evaluation Three companies underwent a board evaluation which was externally facilitated: Gazprom, Alrosa and Polyus Gold. This represents 6% of our sample which is much lower than the UK, for example, where 43.3% of the top 150 listed company boards had went through an externally facilitated board evaluation. In Italy, the proportion was 35% and in France it was 30%.

External commitments Directors in Russia sit on 1.5 listed company boards on average, which is comparable to Turkey, Spain and Norway. By contrast, directors in Italy sit on 3.5 boards, and in Germany the average is three boards.

16.7% of executive directors in Russia also serve on an outside board, a decrease from 20.5% last year. Only executive directors in Spain sit on fewer outside boards (10%). In France, 75% of executive directors sit on an outside board. The numbers are also high in Sweden (59%) and Italy (56.8%).

SPENCER STUART PAGE 15

International comparison

In this edition of the Russia Board Index we provide two sets of tables.

In addition to the detailed company data, we are publishing a chart comparing aggregated data from 16 countries (pages 18–19).

All data is taken from individual country Board Indexes published by Spencer Stuart in 2015.

Composition information

BELGIUM BeL20 + BelMid FRANCE CAC40 GERMANY DAX30 ITALY 38 (FTSE MIB) + 62 (Mid Cap, Small Cap, Other) NETHERLANDS AEX Denmark OMX Copenhagen Finland OMX Helsinki NORDICS Norway Oslo Stock Exchange Sweden OMX Stockholm RUSSIA Top companies from Expert 400 SOUTH AFRICA JSE Top 40 + top companies by market cap + select SOEs SPAIN IBEX-35 + top companies by market cap SWITZERLAND SMI TURKEY BIST 30 UK FTSE 150 USA S&P 500

PAGE 16 SPENCER STUART

Notes for international comparison table General N/A = Not applicable A blank cell denotes that either the information is not available or we did not include it in our research Fees for committee membership are based on those boards which provide a separate breakdown. We exclude fees where committees are combined, for example NomCo and RemCo in the Nordics.

France 17 Company executives are not normally elected 1 Only includes new directors appointed after the to the board of directors, although there are a 2015 AGM handful of exceptions which are not included in these results 2 Total average remuneration Sweden Germany 18 Includes 2 exec chairmen 3 According to goals regarding the portion of independent shareholder representatives 19 Excluding non-execs holding academic or government posts 4 Shareholder representatives only 5 Chairperson only Russia 6 Total average remuneration is 132 896 Euros. 20 In-person meetings only. The average number of Half of the DAX companies offer directors equity- meetings in total, including absentee votes, is 21 linked performance-related pay 21 Female executive directors as a percentage of all 7 Only 3 companies have a remuneration committee directors 22 9.5% if two companies listed outside Russia are Netherlands included 8 Excludes Luxembourg-based ArcelorMittal which is a statistical outlier. Its ExCo has 29 members, Switzerland none of whom are from Luxembourg 23 Only includes cash element of fees. 15 companies also pay directors in shares Denmark 9 No executives sit on Danish boards Turkey 24 18% excl chairmen Finland 10 Excluding non-execs holding academic or govern- UK ment posts 25 TUI AG has a supervisory board 11 Figures based on meeting fees multiplied by the number of meetings USA 12 Although Finnish companies have a one-tier 26 98% of S&P 500 boards conduct some type of (unitary) structure, only occasionally will the evaluation; 33% conduct an evaluation on the managing director be a board member full board, committes & directors — not possible to confirm what percentage are conducted Norway externally 13 Excluding Olav Thon Eiendomsselskap ASA 27 Independent directors only 14 Only 4 executives in total 28 Top 200 S&P 500 companies only 15 Excluding non-execs holding academic or govern- 29 CEOs only. On most US boards, the CEO is the ment posts only executive director 16 Oyvind Eriksen (Akastor) and Bijan Mossavar 30 Average for all committees when paid the same (DNO) were both described as executive chairmen amount

SPENCER STUART PAGE 17 international comparison

NORDICS NETHER- SOUTH SWITZER- BELGIUM FRANCE GERMANY ITALY LANDS Denmark Finland Norway Sweden RUSSIA AFRICA SPAIN LAND TURKEY UK USA

Size of sample 53 40 30 100 25 25 25 2513 50 47 79 95 20 30 150 486 n o i Supervisory or two-tier board/unitary board of directors 1/52 4/36 30/0 3/97 18/7 25/0 1/24 0/25 1/49 4/43 0/79 0/95 20/0 0/30 1/14925 0/486

ormat Average number of board meetings per year 9.5 9 6.5 11.1 8.5 9.3 10.6 10.9 9.4 6.8 6.1 10.7 9.9 20 7.6 8.1 nf i % companies which conducted an external board evaluation 1.9% 30% 23.3% 35% 28% 17% 0% 0% 11% 8.5% 17.7% 15% 5% - 43.3% -26 Combined chairman and CEO 7.5% 62.5% 0 22% 4% n/a n/a n/a16 0% 0% 5.1% 57% 0% 7% 1.3% 52% e G neral % boards with SID, lead director or equivalent 0% 70% 0 43% 60% 0% 0% 4% 0% 14.9% 55.7% 27% 20% n/a 98.7% 89% Average board size (total) 10.3 14.3 16.2 11.9 10.7 9.9 7.9 8.2 9.7 10.3 12.5 10.9 10.3 9.8 10.3 10.8 Average board size (excluding employee representatives) 10.2 12.7 8.2 n/a n/a 7 7.8 5.8 8.1 8.6 n/a 10.9 10.2 8.8 10.3 n/a Average number of independent board members 4.4 8.4 n/a 5.8 7.2 4.6 6.4 4.7 5.0 3.6 7.2 4.2 9.1 3.2 6.3 9.1

oa 3 B Percentagerd of independent board members 43.3% 58% 60% 49.2% 66.8% 76% 84% 80% 62% 33.4% 58.1% 39% 88.3% 33% 60.5% 84% Average number of non-executive directors 7.8 11.2 7.34 9.3 6.9 6 6.6 4.8 6.4 7.1 8.6 8.6 9.8 8.7 6.7 - Average number of executive directors 1.6 1.2 n/a 2.6 3 n/a n/a n/a 0.718 1.6 2.9 1.9 0.45 1.1 2.7 - Average age: all directors 56.9 59.7 - 58.9 58.7 57.2 57.3 55.3 57.3 53.1 56.8 60 60.5 57.6 57.5 -

4 27 ge

A Average age: non-executive directors 57.4 60.9 61.4 59.0 61.3 57.2 57.3 55.2 57.7 53.7 58.2 n/a 60.5 58.3 59.2 63.1 Average age: executive directors 54.1 58.4 n/a 58.5 52 n/a9 n/a12 n/a17 53.9 49.5 52.5 n/a 58.7 54.9 52.6 - Percentage of foreign board members (all) 32.6% 33% n/a 7.7% 42.7% 42% 35% 29.6% 24% 22.2% 21.3% 12.5% 62% 15% 32.1% -

gn Percentage of foreign non-executive directors 33% 37% 18.1% 9% 45.8% 42% 35% 28.9% 25% 26.2% 23.3% 14% 61.7% 14.6% 35.3% 8.2% i o

F re Percentage of foreign executive directors 32.6% 12% n/a 3.1% 33.3% n/a n/a n/a 14% 2.6% 14.6% 4% 66.7% 0.4% 23% - Average number of nationalities represented on the board 3.1 4.6 2.84 1.7 4.4 3.3 3.1 2.614 2.8 2.8 2.9 - 6.1 1.87 3.2 - Percentage of female board directors (all) 24.2% 34.3% - 22.4% 21.6% 23% 30% 42% 35% 7.6% 20.9% 14% 19% 9.5% 23% 19.8% Percentage of female non-executive directors 26.7% 37% 24.9% 26.2% 26.4% 23% 30% 43% 37% 7.7% 24.8% 16% 19.9% 8.8% 28.4% -

en 21 G Percentageder of female executive directors 10.5% 4% n/a 8.2% 9.3% n/a n/a n/a 8% 6.4% 8% 3% 0% 0.7% 7.9% - Percentage of companies with at least one woman on the board 96.2% 100% 93% 96% 80% 88% 100% 96% 100% 38% 97.5% 74% 90% 57% 99.3% 97.3% Percentage of new board members 12.5% 8% 10.3% 18.2% 16.8% 15% 15% 21% 9% 19% 9.6% 14% 11.7% 16% 14.4% 7.1%27

1 27 ew Percentage of women among new board members 44.1% 62% 24% 33.8% 33.3% 31% 33% 48% 57% 2% 28% 18% 29.2% 10% 35.7% 31% N members Percentage of non-nationals among new board members 50% 47%1 20% 10.2% 44.1% 50% 43% 26% 50% 3.5% 30% 28% 70.8% 18.8% 43.3% 9%27 Average number of boards per director (total) 1.9 2.1 35 3.5 2.1 2 1.9 1.7 2.6 1.5 2.1 1.13 2.4 1.5 2.0 2.127

t Percentage of executive directors with an outside board 31.4% 71% n/a 56.8% 30.7% n/a n/a n/a 59% 16.7% 27% 10% 22.2% 24% 28.4% 43% O her boards Percentage of non-executive directors with a full-time executive role 65.2% 49% 37.9%4 n/a 30.6% 59% 49%10 56%15 44%19 9% 36.1% n/a 46.9% 16%24 36.5% -

t Percentage of companies with a mandatory retirement age 41.5% 33% 73.4% 4% 4.0% 68% 8% 0% 0% 0% 6% 24% 65% 34% n/a 73% i m age i l s Average mandatory retirement age 70.1 72.4 73 72 70 70.6 68.5 n/a n/a n/a 70.4 71.6 71 60.9 n/a 73.1

2 6 23

n Average retainer for non-executive directors €32,646 €72,608 €70,000 €43,000 €64,383 €47,835 €52,644 €35,319 €49,032 €144,104 €26,830 €67,686 €127,346 €51,450 €80,874 $91,857 o i Average fee for audit committee membership €22,513 €18,460 €34,500 €17,000 €11,551 €19,728 €4,53311 €9,063 €11,460 - €9,253 €25,118 €35,28823 - €16,669 $10,178 Average fee for remuneration committee membership €32,834 €13,997 -7 €10,000 €7,710 €15,458 €3,57311 €6,486 €7,319 - €7,129 - €25,83923 - €14,387 $9,646 emun R Averageerat compensation for nomination committee membership €12,016 €15,106 €23,250 €13,000 €6,972 €11,443 €1,62011 €2,532 n/a - €5,689 €21,094 €25,03523 - €9,484 $7,31130 Average size of ExCo/executive board 6.3 12.5 - 5.48 7.1 7.6 9.5 8 9.2 10.2 10.4 - 9.4 11.9 10.3 -

xC Percentage of foreigners on the ExCo 31.9% 28.5% - 3.6% 47.4% 32% 31% 21% 27% 5.2% 16.8% - 67.6% 2.3% 28.2% - E o Percentage of women on the ExCo 16.1% 11.6% - 8.6%8 12.9% 10% 15% 20% 22% 11.3%22 13.5% - 6.4% 9.8% 17.2% -

PAGE 18 SPENCER STUART

NORDICS NETHER- SOUTH SWITZER- BELGIUM FRANCE GERMANY ITALY LANDS Denmark Finland Norway Sweden RUSSIA AFRICA SPAIN LAND TURKEY UK USA

Size of sample 53 40 30 100 25 25 25 2513 50 47 79 95 20 30 150 486 on i Supervisory or two-tier board/unitary board of directors 1/52 4/36 30/0 3/97 18/7 25/0 1/24 0/25 1/49 4/43 0/79 0/95 20/0 0/30 1/14925 0/486 Average number of board meetings per year 9.5 9 6.5 11.1 8.5 9.3 10.6 10.9 9.4 6.820 6.1 10.7 9.9 20 7.6 8.1 nformat % companies which conducted an external board evaluation 1.9% 30% 23.3% 35% 28% 17% 0% 0% 11% 8.5% 17.7% 15% 5% - 43.3% -26 Combined chairman and CEO 7.5% 62.5% 0 22% 4% n/a n/a n/a16 0% 0% 5.1% 57% 0% 7% 1.3% 52% eneral i G % boards with SID, lead director or equivalent 0% 70% 0 43% 60% 0% 0% 4% 0% 14.9% 55.7% 27% 20% n/a 98.7% 89% Average board size (total) 10.3 14.3 16.2 11.9 10.7 9.9 7.9 8.2 9.7 10.3 12.5 10.9 10.3 9.8 10.3 10.8 Average board size (excluding employee representatives) 10.2 12.7 8.2 n/a n/a 7 7.8 5.8 8.1 8.6 n/a 10.9 10.2 8.8 10.3 n/a Average number of independent board members 4.4 8.4 n/a 5.8 7.2 4.6 6.4 4.7 5.0 3.6 7.2 4.2 9.1 3.2 6.3 9.1 oard 3 B Percentage of independent board members 43.3% 58% 60% 49.2% 66.8% 76% 84% 80% 62% 33.4% 58.1% 39% 88.3% 33% 60.5% 84% Average number of non-executive directors 7.8 11.2 7.34 9.3 6.9 6 6.6 4.8 6.4 7.1 8.6 8.6 9.8 8.7 6.7 - Average number of executive directors 1.6 1.2 n/a 2.6 3 n/a n/a n/a 0.718 1.6 2.9 1.9 0.45 1.1 2.7 - Average age: all directors 56.9 59.7 - 58.9 58.7 57.2 57.3 55.3 57.3 53.1 56.8 60 60.5 57.6 57.5 -

4 27 ge

gn Percentage of foreign non-executive directors 33% 37% 18.1% 9% 45.8% 42% 35% 28.9% 25% 26.2% 23.3% 14% 61.7% 14.6% 35.3% 8.2% i ore

F Percentage of foreign executive directors 32.6% 12% n/a 3.1% 33.3% n/a n/a n/a 14% 2.6% 14.6% 4% 66.7% 0.4% 23% - Average number of nationalities represented on the board 3.1 4.6 2.84 1.7 4.4 3.3 3.1 2.614 2.8 2.8 2.9 - 6.1 1.87 3.2 - Percentage of female board directors (all) 24.2% 34.3% - 22.4% 21.6% 23% 30% 42% 35% 7.6% 20.9% 14% 19% 9.5% 23% 19.8% Percentage of female non-executive directors 26.7% 37% 24.9% 26.2% 26.4% 23% 30% 43% 37% 7.7% 24.8% 16% 19.9% 8.8% 28.4% -

ender 21 G Percentage of female executive directors 10.5% 4% n/a 8.2% 9.3% n/a n/a n/a 8% 6.4% 8% 3% 0% 0.7% 7.9% - Percentage of companies with at least one woman on the board 96.2% 100% 93% 96% 80% 88% 100% 96% 100% 38% 97.5% 74% 90% 57% 99.3% 97.3% Percentage of new board members 12.5% 8% 10.3% 18.2% 16.8% 15% 15% 21% 9% 19% 9.6% 14% 11.7% 16% 14.4% 7.1%27

Percentage of women among new board members 44.1% 62%1 24% 33.8% 33.3% 31% 33% 48% 57% 2% 28% 18% 29.2% 10% 35.7% 31%27 N ew members Percentage of non-nationals among new board members 50% 47%1 20% 10.2% 44.1% 50% 43% 26% 50% 3.5% 30% 28% 70.8% 18.8% 43.3% 9%27 Average number of boards per director (total) 1.9 2.1 35 3.5 2.1 2 1.9 1.7 2.6 1.5 2.1 1.13 2.4 1.5 2.0 2.127

ther Percentage of executive directors with an outside board 31.4% 71% n/a 56.8% 30.7% n/a n/a n/a 59% 16.7% 27% 10% 22.2% 24% 28.4% 43% O boards Percentage of non-executive directors with a full-time executive role 65.2% 49% 37.9%4 n/a 30.6% 59% 49%10 56%15 44%19 9% 36.1% n/a 46.9% 16%24 36.5% -

ts Percentage of companies with a mandatory retirement age 41.5% 33% 73.4% 4% 4.0% 68% 8% 0% 0% 0% 6% 24% 65% 34% n/a 73% i age i m l Average mandatory retirement age 70.1 72.4 73 72 70 70.6 68.5 n/a n/a n/a 70.4 71.6 71 60.9 n/a 73.1 Average retainer for non-executive directors €32,646 €72,6082 €70,0006 €43,000 €64,383 €47,835 €52,644 €35,319 €49,032 €144,104 €26,830 €67,686 €127,34623 €51,450 €80,874 $91,857 on i Average fee for audit committee membership €22,513 €18,460 €34,500 €17,000 €11,551 €19,728 €4,53311 €9,063 €11,460 - €9,253 €25,118 €35,28823 - €16,669 $10,178 Average fee for remuneration committee membership €32,834 €13,997 -7 €10,000 €7,710 €15,458 €3,57311 €6,486 €7,319 - €7,129 - €25,83923 - €14,387 $9,646 emunerat R Average compensation for nomination committee membership €12,016 €15,106 €23,250 €13,000 €6,972 €11,443 €1,62011 €2,532 n/a - €5,689 €21,094 €25,03523 - €9,484 $7,31130 Average size of ExCo/executive board 6.3 12.5 - 5.48 7.1 7.6 9.5 8 9.2 10.2 10.4 - 9.4 11.9 10.3 -

8 xCo Percentage of foreigners on the ExCo 31.9% 28.5% - 3.6% 47.4% 32% 31% 21% 27% 5.2% 16.8% - 67.6% 2.3% 28.2% - E Percentage of women on the ExCo 16.1% 11.6% - 8.6%8 12.9% 10% 15% 20% 22% 11.3%22 13.5% - 6.4% 9.8% 17.2% -

SPENCER STUART PAGE 19 Board composition non-executives appointed chairman & ceo lead non-executive board composition since 31 may 2014 Total number Is the chairman Is the Is the Non-executives Independent Foreign Nationalities Female Executives on of directors also the CEO? chairman foreign? CEO foreign? Vice Chairmen SID/Lead director (excl. chairman) non-executives non-executives incl. Chairman non-executives Total Women Foreign the board

Acron Group 7 N N N 0 1 4 3 0 1 0 4 0 0 2

Aeroflot 11 N N N 0 0 8 3 0 1 0 0 0 0 2

ALROSA 15 N N N 2 0 13 3 0 1 4 12 3 0 1

Bashneft 10 N N N 0 0 8 3 3 3 0 8 0 2 1

Cherkizovo Group 7 N N N 0 0 4 4 1 2 0 0 0 0 2

DIXY 7 N N N 0 0 5 3 1 2 0 0 0 0 1

Federal Grid Company (FGC UES) 11 N N N 1 0 9 21 0 1 0 2 0 0 1

Gazprom 11 N N N 1 0 7 2 1 2 0 1 0 0 3

Inter RAO 11 N N N 1 0 9 2 1 2 0 3 0 0 1

Lenta 9 N Y Y 0 1 6 3 3 3 0 0 0 0 2

LSR Group 9 N N N 0 0 4 3 1 2 1 3 0 1 4

LUKOIL 11 N N N 0 0 7 4 4 5 0 0 0 0 3

M Video 9 N Y N 0 0 6 3 5 5 0 2 0 2 2

Magnit 7 N N N 0 0 5 2 0 1 0 1 0 0 1

Mechel 9 N N N 0 0 5 5 1 2 0 0 0 0 3

MegaFon 7 N N N 0 0 6 2 4 3 0 2 0 1 0

MMK 10 N N N 0 0 5 4 1 2 1 1 0 1 4

Mobile TeleSystems (MTS) 9 N Y N 0 0 7 4 4 4 1 2 1 1 1

Moscow Exchange 15 N N N 2 0 13 5 5 6 2 1 0 0 1

MOSENERGO 13 N N N 0 0 12 0 0 1 2 3 1 0 0

Mostotrest 11 N N N 1 0 8 2 0 1 3 1 1 0 2

Norilsk Nickel 13 N Y N 1 0 11 4 2 3 1 2 0 0 1

NOVATEK 8 N N N 0 0 6 1 3 5 0 2 0 2 1

Novolipetsk Steel (NLMK) 9 N N N 0 0 7 4 5 5 0 1 0 0 1

Novorossiysk Commercial Sea Port (NCSP) 7 N N N 0 0 6 2 0 1 0 1 0 0 0

PAGE 20 SPENCER STUART non-executives appointed chairman & ceo lead non-executive board composition since 31 may 2014 Total number Is the chairman Is the Is the Non-executives Independent Foreign Nationalities Female Executives on of directors also the CEO? chairman foreign? CEO foreign? Vice Chairmen SID/Lead director (excl. chairman) non-executives non-executives incl. Chairman non-executives Total Women Foreign the board

Acron Group 7 N N N 0 1 4 3 0 1 0 4 0 0 2

Aeroflot 11 N N N 0 0 8 3 0 1 0 0 0 0 2

ALROSA 15 N N N 2 0 13 3 0 1 4 12 3 0 1

Bashneft 10 N N N 0 0 8 3 3 3 0 8 0 2 1

Cherkizovo Group 7 N N N 0 0 4 4 1 2 0 0 0 0 2

DIXY 7 N N N 0 0 5 3 1 2 0 0 0 0 1

Federal Grid Company (FGC UES) 11 N N N 1 0 9 21 0 1 0 2 0 0 1

Gazprom 11 N N N 1 0 7 2 1 2 0 1 0 0 3

Inter RAO 11 N N N 1 0 9 2 1 2 0 3 0 0 1

Lenta 9 N Y Y 0 1 6 3 3 3 0 0 0 0 2

LSR Group 9 N N N 0 0 4 3 1 2 1 3 0 1 4

LUKOIL 11 N N N 0 0 7 4 4 5 0 0 0 0 3

M Video 9 N Y N 0 0 6 3 5 5 0 2 0 2 2

Magnit 7 N N N 0 0 5 2 0 1 0 1 0 0 1

Mechel 9 N N N 0 0 5 5 1 2 0 0 0 0 3

MegaFon 7 N N N 0 0 6 2 4 3 0 2 0 1 0

MMK 10 N N N 0 0 5 4 1 2 1 1 0 1 4

Mobile TeleSystems (MTS) 9 N Y N 0 0 7 4 4 4 1 2 1 1 1

Moscow Exchange 15 N N N 2 0 13 5 5 6 2 1 0 0 1

MOSENERGO 13 N N N 0 0 12 0 0 1 2 3 1 0 0

Mostotrest 11 N N N 1 0 8 2 0 1 3 1 1 0 2

Norilsk Nickel 13 N Y N 1 0 11 4 2 3 1 2 0 0 1

NOVATEK 8 N N N 0 0 6 1 3 5 0 2 0 2 1

Novolipetsk Steel (NLMK) 9 N N N 0 0 7 4 5 5 0 1 0 0 1

Novorossiysk Commercial Sea Port (NCSP) 7 N N N 0 0 6 2 0 1 0 1 0 0 0

SPENCER STUART PAGE 21 Board composition non-executives appointed chairman & ceo lead non-executive board composition since 31 may 2014 Total number Is the chairman Is the Is the Non-executives Independent Foreign Nationalities Female Executives on of directors also the CEO? chairman foreign? CEO foreign? Vice Chairmen SID/Lead director (excl. chairman) non-executives non-executives incl. Chairman non-executives Total Women Foreign the board

Pharmstandard 11 N N N 0 0 7 3 0 1 1 2 1 0 3

PhosAgro 8 N Y N 1 0 5 2 3 4 0 0 0 0 2

PIK Group 9 N N N 0 0 7 3 1 2 2 4 0 0 1

Polymetal International 9 N Y N 0 1 7 4 5 6 2 1 1 1 1

Polyus Gold International 9 N N N 0 1 7 4 5 5 1 1 0 1 1

QIWI 9 N N N 0 0 7 5 3 3 0 0 0 0 1

Rosgosstrakh (RGS) 6 N N N 0 0 4 2 0 1 0 0 0 0 1

Rosneft 9 N N N 1 0 7 3 4 4 0 4 0 1 1

Rosseti 15 N N N 0 0 1 6 0 1 0 4 0 0 1

Rostelecom 11 N N N 0 0 9 2 0 1 0 4 0 0 1

RUSAL 19 N Y N 0 0 14 5 6 10 4 1 0 0 4

RusHydro 13 N N N 0 0 11 3 0 1 1 4 0 0 1

Sberbank Rossii 14 N N N 2 1 12 4 2 3 1 1 0 0 1

Severstal 10 N N N 0 1 6 5 2 3 0 4 0 1 3

Sistema 13 N N N N 0 10 7 7 6 0 2 0 1 2

Surgutneftegaz 9 N N N 0 0 2 0 0 1 0 0 0 0 2

Tatneft 15 N N N 0 0 10 3 2 2 1 0 0 0 4

TMK 11 N N N 0 0 7 5 2 2 0 0 0 0 3

Uralkali 9 N N N 2 0 7 2 3 4 0 1 0 0 1

VSMPO-AVISMA 7 N N N 1 0 4 0 0 1 0 1 0 0 1

VTB Bank 11 N N N 0 0 9 4 2 4 0 4 0 0 1

Yandex 9 N Y N 0 0 7 5 4 3 2 0 0 0 1

PAGE 22 SPENCER STUART non-executives appointed chairman & ceo lead non-executive board composition since 31 may 2014 Total number Is the chairman Is the Is the Non-executives Independent Foreign Nationalities Female Executives on of directors also the CEO? chairman foreign? CEO foreign? Vice Chairmen SID/Lead director (excl. chairman) non-executives non-executives incl. Chairman non-executives Total Women Foreign the board

Pharmstandard 11 N N N 0 0 7 3 0 1 1 2 1 0 3

PhosAgro 8 N Y N 1 0 5 2 3 4 0 0 0 0 2

PIK Group 9 N N N 0 0 7 3 1 2 2 4 0 0 1

Polymetal International 9 N Y N 0 1 7 4 5 6 2 1 1 1 1

Polyus Gold International 9 N N N 0 1 7 4 5 5 1 1 0 1 1

QIWI 9 N N N 0 0 7 5 3 3 0 0 0 0 1

Rosgosstrakh (RGS) 6 N N N 0 0 4 2 0 1 0 0 0 0 1

Rosneft 9 N N N 1 0 7 3 4 4 0 4 0 1 1

Rosseti 15 N N N 0 0 1 6 0 1 0 4 0 0 1

Rostelecom 11 N N N 0 0 9 2 0 1 0 4 0 0 1

RUSAL 19 N Y N 0 0 14 5 6 10 4 1 0 0 4

RusHydro 13 N N N 0 0 11 3 0 1 1 4 0 0 1

Sberbank Rossii 14 N N N 2 1 12 4 2 3 1 1 0 0 1

Severstal 10 N N N 0 1 6 5 2 3 0 4 0 1 3

Sistema 13 N N N N 0 10 7 7 6 0 2 0 1 2

Surgutneftegaz 9 N N N 0 0 2 0 0 1 0 0 0 0 2

Tatneft 15 N N N 0 0 10 3 2 2 1 0 0 0 4

TMK 11 N N N 0 0 7 5 2 2 0 0 0 0 3

Uralkali 9 N N N 2 0 7 2 3 4 0 1 0 0 1

VSMPO-AVISMA 7 N N N 1 0 4 0 0 1 0 1 0 0 1

VTB Bank 11 N N N 0 0 9 4 2 4 0 4 0 0 1

Yandex 9 N Y N 0 0 7 5 4 3 2 0 0 0 1

SPENCER STUART PAGE 23 Board statistics, meetings and committees

Tenure Service on listed boards board meetings Non-executives Non-executives Average age of (excl. chairman) Chairman tenure CEO Chairman CEO (average) all directors Scheduled Ad hoc Number and type of committees Board evaluation

Acron Group 1.9 0.1 0.1 0 0 1.2 60.2 1 19 3: A, N&R, SP&CG Not disclosed

Aeroflot 2.2 4.1 6.2 1 0 1.4 48.3 9 7 3: A, R, S Not disclosed

ALROSA 0.3 0.1 0.2 1 0 1.1 48.0 4 13 3: A, HR&R, SP Yes, External

Bashneft 0.6 0.3 4.2 0 0 1.4 55.2 8 17 5: A, EHS, F, N&R, S Yes, Internal

Cherkizovo Group 6.9 9.1 9.1 0 0 1.6 51.1 3: A, I&SP, R Not disclosed

DIXY 4.6 5.7 6.4 0 0 1.2 49.4 3: A, R, SP Not disclosed

Federal Grid Company (FGC UES) 1.7 2.9 2.1 2 2 2.0 48.9 8 28 4: A, I, HR&R, S No

Gazprom 4.6 7.1 13.1 0 0 1.8 58.4 11 52 1: A Yes, External

Inter RAO 2.0 2.1 5.7 3 1 1.9 47.9 4 22 3: A, HR&R, S&I Yes, Internal

Lenta 1.4 1.4 1.4 0 0 1.4 53.5 4 8 4: A, Ca, N, R Not disclosed

LSR Group 0.6 0.2 0.2 0 0 1.2 50.7 3: A; HR&R; I&S Not disclosed

LUKOIL 3.9 15.1 22.0 0 0 1.5 69.1 7 20 3: A, HR&C, S&I Not disclosed

M Video 4.3 0.1 8.1 3 0 1.9 53.0 4 8 2: A, R&N Yes, External

Magnit 3.1 5.0 9.2 0 1 1.0 47.6 15 0 3: A, C, HR&R Yes, Internal

Mechel 5.4 7.8 1.1 0 0 1.0 61.2 3: A, I&SP, N&R Not disclosed

MegaFon 2.0 2.7 2.71 0 2.0 54.6 6 11 3: A, F&S, R&HR Not disclosed

MMK 2.6 10.2 1.2 0 0 1.7 47.3 3: A, HR&R, Sp Not disclosed

Mobile TeleSystems (MTS) 2.2 6.1 4.3 2 1 1.7 52.6 3: A, D, R&N Yes, Internal

Moscow Exchange 2.0 1.1 2.4 0 0 1.5 53.1 6: A, B, N&R, Ri, SP, Tech Not disclosed

MOSENERGO 2.6 8.2 7.01 2 1.8 43.4 4: A, HR&R, Rel, S&I No

Mostotrest 3.4 4.5 4.1 0 0 1 44.0 2 39 2: A, HR&R Yes, Internal

Norilsk Nickel 2.8 2.3 2.51 3 1.4 45.9 8 34 4: A, S, B, CG, N&R Not disclosed

NOVATEK 3.8 11.2 12.5 0 1 2.4 62.6 8 3: A, R&N, S Yes, Internal

Novolipetsk Steel (NLMK) 4.5 11.0 2.7 0 0 1.3 60.7 3 4 3 :A, HR&R, SP Yes, Internal

1 CEO is not a board member Key to committees: B Budget 2 CEO is also chairman A Audit Ca Capital Expenditure C Compensation CG Corporate Governance/Social R Remuneration Responsibility N Nominations CM Corporate Management

PAGE 24 SPENCER STUART Tenure Service on listed boards board meetings Non-executives Non-executives Average age of (excl. chairman) Chairman tenure CEO Chairman CEO (average) all directors Scheduled Ad hoc Number and type of committees Board evaluation