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Charter of the Independent Directors Association

The Members of the Independent Directors Association, a professional organization of corporate directors, founded on principles of self-regulation,

recognizing that the Mission of the Association is to render assistance to Russian companies to enhance the effectiveness of their activities by means of integrating cutting-edge practices in the work of independent directors,

recognizing that the Association is becoming an authoritative institution in the field of enhancing the activities of the boards of directors of Russian companies,

do agree to the following:

Aims of the Association

• To form and develop the institution of independent directors in Russia;
• To play a leading role in the development and promotion of the best international standards of corporate management and practices in the activities of independent directors in Russia;
• To form and support ethical and professional standards for the activities of independent directors;
• To ensure the preconditions for professional growth by corporate directors, by means of training and the direct sharing of experience;
• To conduct research and render informational support to boards of directors, and their members;
• To enhance the level of awareness of shareholders and the business community about the role of independent directors and their professional activities in companies;
• To participate in international projects to develop corporate management.

The main principles for activities by members of the Association

• Maintenance of high ethical and professional standards in all activities by directors;
• To work conscientiously on the board of directors, with the allocation of sufficient time to do so;
• Using one’s experience and knowledge for the benefit of the company;
• Acting on the basis of equal relations with all shareholders;
• Promoting greater information transparency in the company;
• Avoiding situations where there may be a conflict of interests, and immediately notifying all the relevant parties about any circumstances that undermine one’s status as an independent director;
• Actively integrate cutting-edge practices of corporate management into the activities of the board of directors;
• Raising one’s professional level in the field of corporate management;
• Participation in the activities of the Association and facilitation of development of the Association.