
- •Cfa Society of Russia
- •Appendix d - comparable companies
- •Appendix e – ftse value stock screening criteria
- •Appendix f - macroeconomic assumptions
- •Appendix h – main suppliers
- •Appendix I – customers
- •Appendix j – mostotrest’s acquisitions
- •In cfd mst operates through:
- •5 Branches and 1 factory in Moscow and Moscow region;
- •Appendix n – projects completed by mostotrest in 2009-2012
- •Appendix o – mostotrest’s current projects (1/2)
- •Appendix o – mostotrest’s current projects (2/2)
- •Appendix p - board of directors structure
- •Appendix r - сompliance with the requirements of the exchanges listing rules to corporate governance (2/3)
- •Appendix t – swot analysis
- •The likelihood of new entry
- •The costs of entry are high
- •Firms who have experience and reputation in the industry have major advantages
- •The major client in the industry is the government, consequently, the loyalty to the existing companies is very high
- •Rivalry determinants
- •There are a few companies that have major share of the market
- •The existing firms will fight hard in order to survive because they cannot easily transfer their resources elsewhere
- •There is a big brand loyalty, as well as the good political relations of the owners of the company
- •Competitive rivalry within an Industry
- •In fact there are many companies with which Mostotrest successfully cooperates.
Appendix p - board of directors structure
Georgiy Koryashkin |
Chairman of the Board of Directors |
Education: Ordzhonikidze Moscow Management Institute (degree in economics and production management) |
Member of the Board of Directors since 2007 |
||
Maria Zhurba |
Deputy Chairman of the Board of Directors |
Education: St. Petersburg State Economic and Finance University (degree in economics) |
Member of the Board of Directors since 2008 |
Commercial Management School (MBA in financial management) |
|
|
Peoples’ Friendship University of Russia (degree in strategic management) |
|
Leonid Dobrovsky |
Member of the Board of Directors |
14 years of management experience |
Joined Mostotrest as Deputy General Director in 2006 |
Education: Moscow Institute of Physics and Technology |
|
Leonid Dobrovsky |
Member of the Board of Directors |
14 years of management experience |
Joined Mostotrest as Deputy General Director in 2006 |
Education: Moscow Institute of Physics and Technology |
|
Arnout Dirk Lugtmeijer |
Independent. non-executive member of the Board of Directors |
20 years of management experience |
Independent member of the Board of Directors since 2011 |
Education: Delft University (master degree in oilfield development and oil business administration) |
|
Vadim Korsakov |
Member of the Board of Directors |
Education: Economic and Finance Saint-Petersburg University (degree in finance management) |
Member of the Board of Directors of Mostotrest since 2012 |
Deputy Executive Director of Non-Commercial Organisation Private Pension Fund Blagosostoyanie |
|
Irina Makanova |
Member of the Board of Directors |
Education: Yaroslavl Demidov State University (degree in law) |
Member of the Board of Directors since 2011 |
||
Mikhail Noskov |
Independent. non-executive member of the Board of Directors |
Education: Moscow Financial Institute (degree in international economic relations) |
An independent member of the Board of Directors since 2011 |
Deputy General Director for Finances and Economic Affairs at ZAO Severgroup |
|
|
Member of the Board of Directors at OAO Severstal. OAO SVEZA. and National Media Group holding |
|
|
Chairman of the Stalfond Private Pension Fund |
|
|
Council Member at Gazfond Non-State Pension Fund |
|
Yuriy Novozhilov |
Member of the Board of Directors |
Education: Saint-Petersburg State University (degree in theoretic economics) |
Member of the Board of Directors of Mostotrest since 2012 |
Executive Director of Non-Commercial Organisation Private Pension Fund Blagosostoyanie |
|
Alexander Shevchuk |
Member of the Board of Directors |
Russian Government Financial Academy (degree in finance and credit) |
Member of the Board of Directors of Mostotrest since 2012 |
Executive Director of the Investor Protection Association |
|
Oleg Toni |
Member of the Board of Directors |
Education: Voronezh Civil Engineering Institute (degree in civil and industrial construction) |
Member of the Board of Directors since 2008 |
North-West Academy of the Civil Service (degree in state and municipal management) |
|
|
Vice-President of the Executive Board of OAO Russian Railways |
|
|
Chairman of the Board of Directors of ZAO KB Millenium Bank |
|
|
General Director of OAO RZDStro |
|
Vladimir Vlasov |
Member of the Board of Directors |
15 years of managerial experience |
General Director of Mostotrest since 2006 |
Education: Russian Academy of the National Economy (MBA degree) |
Source: Company data
APPENDIX Q - DIFFERENCE BETWEEN SOLE AND COLLEGIAL EXECUTIVE BODY
Sole executive body |
|
Collegial executive body |
Source: A-team analysis
APPENDIX R - СOMPLIANCE WITH THE REQUIREMENTS OF THE EXCHANGES LISTING RULES TO CORPORATE GOVERNANCE (1/3)
Compliance with the requirements of the NYSE Listing Rules to corporate governance |
|
NYSE requirements |
MSTT perfomance |
Listed companies are required to hold an annual shareholders' meeting during each fiscal year (302.00). |
+ |
Listed companies must have a majority of independent directors (303A.01). |
- |
To empower non-management directors to serve as a more effective check on management, the non-management directors of each listed company must meet at regularly scheduled executive sessions without management (303A.03). |
- |
Listed companies must have a nominating/corporate governance committee composed entirely of independent directors (303A.04). |
- |
The nominating/corporate governance committee must have a written charter (303A.04). |
- |
Listed companies must have a compensation committee composed entirely of independent directors (303A.05). |
- |
The compensation committee must have a written charter (303A.05). |
+ |
Listed companies must have an audit committee (303A.06). |
+ |
The audit committee must have a minimum of three members. All audit committee members must satisfy the requirements for independence set out in Section 303A.02 (303A.07). |
+ |
The audit committee must have a written charter (303A.07) |
+ |
Each listed company must have an internal audit function |
+ |
Shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto (303A.08). |
+ |
Listed companies must adopt and disclose corporate governance guidelines (303A.09) |
+ |
Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers (303A.10) |
+ |
Listed companies must have and maintain a publicly accessible website (307.00) |
+ |
Shareholder approval is required prior to the issuance of common stock (312.03) |
+ |
Each listing applicant must provide the Exchange with a letter from counsel representing that, to the company's knowledge, no officer, board member, or non-institutional shareholder with greater than 10% ownership of the company has been convicted of a felony or misdemeanor relating to financial issues (e.g., embezzlement, fraud, theft) in the past ten years (315.00). |
- |
Source: The NYSE Listed Company Manual, Company's data, A-Team analysis