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Committees and Working Groups

The Independent Directors Association includes a Membership and Ethics Committee and a Board Support Committee.

The Membership and Ethics Committee

explores issues related to membership in the Independent Directors Association.The competency of the Committee includes the definition of the status of new members, and adjustment of the status of current members in the categories ‘Director’ and ‘Expert’, as well as the development and amendment of the rules for membership in the Association, review of issues related to the activities of members on boards of directors, and the exclusion of members.

The Membership and Ethics Committee is staffed by:

Paul Goncharoff, Chairman of the IDA Membership and Ethics Committee, independent director of Bank24.ru and Rusdolgnadzor;

Mikhail Vinchel, President, Kontur Ltd;

Alexander Gogol, member of the board of directors and independent director of Remputmash, Orenburg and OAO Smolenskenergo;

Kirill Kravchenko, Deputy Chairman of the Board and Deputy Director General for Organizational Issues, OAO Gazprom Neft;

Elena Samsonova, Executive Secretary, IDA Membership and Ethics Committee;

Igor Ponomarev, Chairman of the Board, Genser;

Lev Portnoy, Member of the Board of Directors, ZAO INGEOKOM;

Alexander Filatov, Executive Director, Independent Directors Association, Member, Exchange Council of the MICEX Stock Exchange, Member of the Board of Directors, OGK-2.

The Membership and Ethics Committee meets each quarter (March, June, September and December), in addition to extraordinary sessions, which can be convened at the request of the committee chair.

The Board Support Committee

performs functions including the collection, analysis and systematization of the best international practice in fields where boards of directors are active, and constructs corporate management systems. The Committee develops guidelines and recommendations for publication.

The chairs of working groups sit on the Board Support Committee.

The Board Support Committee includes:

The Audit Committee Support Team:

Gale Bayski: member of the board and audit committee chair, URSA Bank; Kazkommerzbank; board member and audit committee member, Svedbank;

Alexander Bolshakov: board member and audit committee chairman, NITOL Solar group;

Dmitri Boski: board member and chairman of the committee, for budget, audit, risks and internal control, SUEK;

Maria Voskresenskaya: board member and audit committee member, Tatneft;

Daria Dolotenkova: member of the audit committee, Tolmachevo Airport;

Alexander Ikonnikov: board member and audit committee chairman, Baltika;

Alexei Sonin: chairman of the Board and executive director, Institute of Internal Auditors;

Jeffrey Townsend: board member and audit committee chairman, TMK, Raspadskaya mine;

Alexander Filatov: executive director, Independent Directors Association, board member and audit committee chairman, OGK-2»;

Marina Frolova: team head, Capital Market Development, an IBRD project.

In 2008 a handbook was published for Russian companies — Organizing the Work of an Audit Committee attached to a Board of Directors — the culmination of the group’s activities in 2007.

Support group for Remuneration Committee:

Alexander Ikonnikov – partner, BoardSolutions; Board member of National Depositary enter; director, East Capital Explorer plc.;

Kirill Kravchenko – Vice-president, OAO Gazprom Neft; CEO, NIS (Serbia);

Denis Kuzin – Commercial director, Translating agency “Premium”;

Olga Sevastianova – independent consultanat, SUEK;

Valentin Timakov – Head of HR department for East Europe, Russia and Asia, IBM;

Alexander Filatov – executive director, Independent Directors Association, independent director Volga-Telecom.

Professional standards Group:

Radik Araslanov – General director, “Artigma”;

Vladimir Zhiltsov – director, National center for certification of managers;

Pavel Karganov – independent director, GC “FIS”, chairman of the Board, “Logicul”, general director “SPS-Holod-MT”;

Natalia Kryukova – project manager, IDA;

Alexander Filatov – executive director, Independent Directors Association, independent director Volga-Telecom.

The Board of experts contributes to this process.

Board of experts:

Rufat Alimardanov – chief councilor for industry investments, IFC;

Ahmed Bedredinov – member of the Board, E4;

Andrey Vernikov – independent director for a number of companies, High school of economics;

Sergey Golubkov – head of coaching dept, CCL, Russia and CIS;

Alexey Gostomelsky – member of investment committee, Rusnano;

Edward Dubovitsky – Department for corporate relations, Gazprom;

Vladimir Zhiltsov – director, National center for certification of managers;

Ruslan Iljasov – HR Director, Eldorado, independent director for a number of companies;

Sergey Kalendzhjan – High school for corporate relations;

Kirill Kravchenko – Vice-president, OAO Gazprom Neft; CEO, NIS (Serbia);

Vadim Marshev – professor, Moscow State Univercity;

Jakov Mirkin – Chief of the Board, Finance Academy;

Victor Sedov – CEO, CFE USA-Russia;

Valentin Timakov – Head of HR department for East Europe, Russia and Asia, IBM;

Alexander Filatov – executive director, Independent Directors Association, independent director Volga-Telecom.