RU

3.

CORPORATE GOVERNANCE


The Agency has a high level of financial stability. The estimated likelihood that EXIAR will perform its insurance liabilities on its own at the 10-year horizon is comparable to the economic stability levels of organizations rated as Baa/ BBB by the international rating agencies.

454.2

billion RUB actual volume of provided insurance capacity as of end 2016

10

billion USD the value of EXIAR’s obligations under insurance and reinsurance agreements that are secured by Vnesheconombank’s bank guarantee for the period until 31.12.2032

3.1

Corporate governance system

The Agency’s supreme governing body is the General Shareholders’ Meeting. The resolutions on the matters reserved to the Agency’s General Shareholders’ Meeting are adopted by the Agency’s sole shareholder — Russian Export Center.

Structure of corporate governance

INTERNAL AUDIT COMMITTEE GENERAL SHAREHOLDERS’ MEETING MANAGEMENT BOARD EXECUTIVE MANAGEMENT CEO BOARD COMMITTEES Sole shareholder — Russian Export Center Audit and Control Committee Strategy Committee BOARD OF DIRECTORS


2
Board Committees were established at EXIAR

The Board of Directors has the overall charge of the Company’s business except for the matters reserved by the laws of the Russian Federation and EXIAR’s Articles of Association to other governing bodies.

As of 31.12.2016, the Board of Directors was composed of:

  • Petr M. Fradkov — CEO of the Russian
    Export Center;
  • Andrei N. Baturkin — Deputy Head of
    Secretariat of the First Deputy Prime
    Minister of the Russian Federation
    Igor I. Shuvalov;
  • Alexander V. Brechalov — Secretary
    of the Civic Chamber of the Russian
    Federation;
  • Georgy V. Kalamanov — Deputy Minister
    of Industry and Trade of the Russian
    Federation;
  • Alexey E. Likhachev — Chief
    Executive Officer of Rosatom State
    Atomic Energy Corporation, prior to
    05.10.2016 — First Deputy Minister of
    Economic Development of the Russian
    Federation;
  • Leonid V. Osipov — Deputy Director of
    the Presidential Experts’ Directorate;
  • Sergey A. Storchak — Deputy Minister of
    Finance of the Russian Federation;
  • Alexey A. Tyupanov — Chief Executive
    Officer, EXIAR.

The Agency’s Board of Directors formed the Audit and Control Committee and Strategy Committee with the aim to tentatively consider the most critical matters reserved to EXIAR’s Board of Directors and to prepare the relevant recommendations.

The Management Board (collegial executive body of the Agency) and the Sole Executive Officer of the Agency direct day-to- day operations of the Agency. The Sole Executive Officer acts as the Chairman of the Management Board. Since 31.12.2014, Alexey A. Tyupanov is EXIAR’s CEO. The executive bodies are accountable to the General Shareholders’ Meeting and the Board of Directors.

3.2

Risk management

The status of the Agency imposes high requirements on its solvency and financial stability in the long term so as to ensure timely and full performance by it of its obligations.

The Agency has been excepted from operation of regulations governing the insurers in Russia, so the requirements to its solvency, composition of insurance reserves and principles of provisioning and investment activities are laid down by the Board of Directors according to the Rules of Export Credit and Investment Insurance against Commercial and Political Risks.

In the global practices, ECAs’ obligations are secured by the state guarantees and have the degree of reliability at the level of the country’s sovereign rating. EXIAR’s obligations under insurance and reinsurance agreements are secured by Vnesheconombank’s bank guarantee for an amount of USD 10 billion for the period until 31.12.2032 [i] that is secured by the state guarantee of the Russian Federation for the appropriate amount [i] .

The Rules of Export Credit and Investment Insurance against Commercial and Political Risks set out the cap on the Agency’s insurance obligations under the executed insurance agreements in an amount of the state guarantees granted to secure the Agency’s obligations.

The actual volume of provided insurance capacity (amount of all assumed insurance liabilities) at the end of 2016 amounted to RUB 454.2 billion corresponding to 75% of the granted state guarantee (606.6 billion in Russian Rouble equivalent as of 31.12.2016).

The composition of Agency’s insurance reserves and calculation methodologies are based on the best practices of insurance companies subject to the specifics of insurance solutions offered by EXIAR. The insurance reserves are used to make investments under a conservative approach and taking into account the structure of the reserves by currency and term.

The Agency has a high level of financial stability. The amount of available financial resources comprising its equity capital and insurance premium reserve exceeds the amount of its economic capital (at the 10-year horizon with 95% level of reliability), which, as of 31.12.2016, stood at RUB 34.3 billion. The estimated likelihood that the Agency will perform its insurance liabilities on its own at the 10-year horizon is comparable with the level of financial stability attributed to organizations with Baa/BBB credit rating according to international rating agencies’ classifications.

Degree of exhaustion of EXIAR’s maximum insurance capacity (RUB billion)

0 100 200 300 400 500 600 Provided insurance capacity Free insurance capacity 152.4 102.4 237.6 454.2 31.12.2016 31.12.2015



152.4
billion RUB amount of free insurance capacity as of end 2016