In accordance with the Methodological Recommendations on Organizing Corporate Governance in Joint-Stock Companies with State Participation approved by the Ministry of Economy of the Republic of Belarus, the State Property Committee of the Republic of Belarus (resolution No. 45/14 as of 05.07.2016), corporate governance refers to the organizational model of management and control in a joint-stock company aimed at improving the efficiency of its activities, the main task of which is to ensure the balance of interests between participants in corporate relations, that is, the creation of such a system of relationships that enables to take into account interests of shareholders, members of management bodies, officials of the joint-stock company, as well as other interested parties.
Company's management bodies are obliged to organize effective corporate governance that corresponds to the nature and scope of operations and other activities and ensures its financial reliability.
The corporate governance system of the Belarusian Currency and Stock Exchange (BCSE) is built in compliance with all the requirements of the legislation of the Republic of Belarus and taking into account the best international practice.
To organize the corporate governance system, BCSE has developed and approved Corporate Code, Rules for the General Meeting of Shareholders, Regulations on the Audit Commission, Regulations on the Supervisory Board, Regulations on the Board, Regulations on Committees established by the Supervisory Board (Audit and Risk Committee, Information Technology Committee, Strategy and Remuneration Committee), Regulations on Information Policy, Regulations on Dividend Policy, Regulations on Conflict of Interest Management, Regulations on self-assessment of the effectiveness of the Supervisory Board and internal evaluation of the effectiveness of the Board.
The supreme governing body of BCSE is the General Meeting of Shareholders. The BCSE Supervisory Board is elected by shareholders and accountable to the General Meeting of Shareholders. The BCSE Board (collegial executive body) is accountable to the General Meeting of BCSE Shareholders and the BCSE Supervisory Board. The Audit Commission carries out internal control over the BCSE financial and economic activities.
The Supervisory Board is the key element of the corporate governance system. Its activities have a decisive impact on its entire effectiveness. The General Meeting of BCSE Shareholders elected the Supervisory Board, the quantitative composition of which is 7 people, including 3 independent directors. Two representatives of the state have been appointed to the management bodies of BCSE.
The Supervisory Board has established the Audit and Risk Committee, the Information Technology Committee, and the Strategy and Remuneration Committee for preliminary consideration of issues.
The Board carries out the current management of BCSE activities and it is elected by the Supervisory Board in the quantitative composition determined in the BCSE Charter (5 people).
A Corporate Secretary has been appointed at BCSE to ensure interaction between the elements of the corporate governance system and their compliance with legislative and corporate requirements.
In order to enable shareholders and investors to make informed decisions, BCSE carries out timely disclosure of complete and reliable information, in accordance with the procedure and deadlines provided for by the legislation of the Republic of Belarus.