General Shareholders Meeting
The General Shareholders Meeting is the supreme management body of JSC INK-Capital (hereinafter also referred to as the Company). JSC INK-Capital ensures the shareholders’ right to participate in the management of the Company. The shareholders have a right to manage the Company primarily through making decisions on most important issues relating to the activities of JSC INK-Capital at the General Shareholders Meeting.
The Company has adopted the internal documents ensuring, in accordance with the laws of the Russian Federation, shareholders’ rights to request that a General Shareholders Meeting be convened and to place proposals on its agenda, enabling the shareholders to get properly prepared for participation in General Shareholders Meeting, enabling the shareholders to exercise their right to vote. In particular, the competence, procedures for convening and decision-making of the General Shareholders Meeting are set out in the Charter of JSC INK-Capital and the Regulations on the General Shareholders Meeting of JSC INK-Capital. The basic rights of shareholders and the principles of their implementation are established by the Corporate Governance Code of JSC INK-Capital.
The procedure adopted in the Company for preparation to the General Shareholders Meeting and providing materials for it allows shareholders to properly prepare for participation therein. Thus, in order to ensure equal treatment of all shareholders, including foreign ones, the Company provides information on holding of the General Shareholders Meeting and information (documents) thereto not only in Russian, but also in English. In addition, the Company uses various virtual data rooms (VDR) to inform shareholders, access to such VDRs is granted to all shareholders.
Board of Directors
The Board of Directors provides JSC INK-Capital (hereinafter also referred to as the Company) with strategic guidance, monitors the activity of the sole executive body, determines major principles and approaches to organization of sustainable development and ESG framework, risk management and internal control system, and carries out other key functions, except for resolving the issues that fall within the competence of the General Shareholders Meeting, as stipulated by the federal laws and the Charter.
The Board of Directors plays a key role in prevention, identification and resolution of corporate conflicts and conflicts of interest. For this purpose, JSC INK-Capital first adopted in 2015 the Regulations on Settlement of Corporate Conflicts and Conflicts of Interest, with due account for the best corporate governance practices. These Regulations set out the procedure for reviewing inquiries from the shareholders of JSC INK-Capital, and the procedures to prevent and resolve corporate conflicts and/or conflicts of interest.
The purpose of the Board of Directors is to provide strategic business planning for the Company’s activities, to approve the medium-term and long-term development plans, to help in achieving the sustainable development goals proclaimed by the UN in 2015, as well as the Company’s objectives on performance of the business activities for profit making, to protect rights and legitimate interests of the shareholders. The competence, procedures for convening and decision-making of the Board of Directors are set out in the Federal Law On Joint Stock Companies, Charter of JSC INK-Capital and Regulations on the Board of Directors of JSC INK-Capital. The Board members of JSC INK-Capital are elected by the General Shareholders Meeting for the period until the next annual General Shareholders Meeting. The procedure of proposal by the shareholders of candidates to the Board of Directors is set out in Article 53 of the Federal Law On Joint Stock Companies and Clause 8.11 of the Charter of JSC INK-Capital.
The number of the Board members shall be determined by resolution of the General Shareholders Meeting in accordance with the Federal Law On Joint Stock Companies. The composition of the Board of Directors is balanced, in particular, in terms of qualifications, expertise, and business skills of its members. The Board of Directors enjoys the confidence of the shareholders. The Board of Directors should include as least one independent director. The Board’s role among the management bodies of JSC INK-Capital and its activities, including the procedure for introduction of amendments to the agenda of a Board meeting, are regulated by the internal documents.
Pursuant to the international corporate governance best practices, since 2012 IPJSC Ingosstrakh insures responsibility of all Board members and the General Director of JSC INK-Capital.
IPJSC Ingosstrakh has been operating in the domestic and international markets since 1947. Today, it is one of the largest and most well-known Russian insurance companies. Responsibility of IPJSC Ingosstrakh to clients on the full amount of possible losses is based on high financial stability, significant amount of own funds, and reliable reinsurance programs. Reinsurance partners of IPJSC Ingosstrakh are leading international companies, such as Allianz, AXA, CCR, Gen Re, Hannover Re, syndicates Lloyd's, Munich Re, Partner Re, QBE, SCOR, Swiss Re, Transatlantic Re, XL Re, etc. High goodwill of IPJSC Ingosstrakh has been confirmed by the international rating agency Standart & Poor's: long-term counterparty credit rating and financial strength rating of IPJSC Ingosstrakh are "BBB-", rating on a national scale "ruAA " is "stable". Official site of IPJSC Ingosstrakh - www.ingos.ru
Members of the Board of Directors:
Chairman of the Board of Directors, Executive Director
Member of the Board of Directors of JSC INK-Capital since 2008, Chairperson of the Sustainable Development and ESG Committee under the Board of Directors
Member of the Board of Directors of JSC INK-Capital since 2008, member of the Audit Committee under the Board of Directors
Member of the Board of Directors of JSC INK-Capital since 2018
Member of the Board of Directors of JSC INK-Capital since 2018, Member of the Sustainable Development and ESG Committee under the Board of Directors
Member of the Board of Directors of JSC INK-Capital since 2021, Independent Director, Chairman of the Audit Committee under the Board of Directors, Member of the Sustainable Development and ESG Committee under the Board of Directors
Для обеспечения текущего взаимодействия с акционерами, координации действий Общества по защите прав и интересов акционеров, поддержки эффективной работы Совета директоров, в Обществе избирается корпоративный секретарь, функции которого закреплены в Уставе и Положении о корпоративном секретаре АО «ИНК-Капитал».
Management of the day-to-day activities of JSC INK-Capital (hereinafter also referred to as the Company) is carried out by the sole executive body of the Company - the General Director. The General Director is accountable to the General Shareholders Meeting and the Board of Directors. The General Director performs the duties established by the Charter, and other functions, except for those assigned to the other management bodies by the Federal Law On Joint Stock Companies and the Charter.
Marina Sedykh has been the General Director of JSC INK-Capital since March 2008.
Ms. Sedykh graduated from Irkutsk State University in 1983 with a diploma in Law and began her career as a legal counsel in a state-owned enterprise in Primorskiy Kray. In 1985, she joined the Kuibyshev Irkutsk Heavy Machinery Plant as a senior legal adviser and then held the position of the Chief Legal Officer in "Vostsibneftegazgeologiya". Having extensive professional experience in the legal and industrial sector, Ms. Sedykh was the head of Irkutsk Oil Company, LLC from 2000 till 2021.