General Information about the Board of Directors
The Board of Directors is responsible for general management and performance of the Company’s operations, including approving its development strategy and monitoring its financial and business operations. The Board of Directors’ principle objective is to run the Company in such a manner as to ensure an increase in value for Shareholders in the medium and long term. The Board of Directors bases its decisions on the need to act in the best interests of the Company as a whole.
The Board of Directors is authorised to take decisions concerning all aspects of the Company’s activities, except for matters which require a resolution of the Shareholders (see Shareholders' Meeting). The key duties of the Board of Directors include, but are not limited to:
- responsibility for the strategic direction of the Company;
- identifying performance objectives, monitoring implementation and corporate performance and overseeing major capital expenditures, acquisitions and divestitures;
- selecting, compensating and, if necessary, replacing key executives;
- calling meetings of the Shareholders and determining the agenda for such meetings;
- establishing the record date for meetings of the Shareholders and recommending the payment of dividends; and
- issuing shares in the capital of Company which have been authorised by a resolution of the Shareholders by a placement of shares of a number and type which correspond to the number and type of authorised shares.
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Members of the Board of Directors
The Board of Directors consists of three members who are responsible for the Company's day to day activities. Two of the three Board members are non-executive directors.
The members of the Board of Directors are listed below with their background information.
Glen Granovsky, Executive Director
Mr. Glen Granovsky has been a member of the Board since April 1999. Since 1995, he has been President of Luxoft USA Inc. Prior to this, Mr Granovsky was the chief operating officer of Asiatronics Limited. He holds a master’s degree in applied mathematics and information systems management from the Gubkin Russian State University of Oil and Gas, Moscow.
Brian Charles James Monk, Non-executive Director
Mr. Brian Monk has served as member of the Board since April 2004.
Brian Monk joined Ocra Worldwide in 1996. As Group Finance and Compliance Director he is responsible for the financial management and control of OCRA (Isle of Man) Limited and its related companies internationally and for the compliance function internationally. He is also in charge of the trust division of the Isle of Man office. Before joining Ocra Worldwide, Brian Monk worked for Crouch Hogg Waterman Limited as Finance Director (1991 – 1996) and for Newshott Holdings Limited (1977 – 1990) as Group Chief Accountant. Brian Monk holds a Bachelor of Accountancy from the University of Glasgow and is Member of the Institute of Chartered Accountants of Scotland.
Dr. Ivan Rodionov, Non-executive Director
Dr. Ivan Rodionov has served as a member of the Board since June 2005.
Since July 2006 Dr. Rodionov is a Professor of the State University Highest School of Economics, Moscow. Dr. Rodionov was the managing director of a management company of a private equity fund between 1997 and 2006. Previously, he served as director of the project finance department at Alfa-Bank (1996-1997) and deputy general manager of the investment department at UNEXIM Bank (1993-1995). Dr. Rodionov also acted as deputy head of the investment segment at the Russian Bank for Reconstruction and Development (1994-1994). Dr. Rodionov graduated from the economics department at Moscow State University and holds a Ph.D in economics.
The members of the Board of Directors currently do not hold any Shares or GDRs in the Company.
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General Information about the Advisory Board
The Board of Directors is advised by a separate Advisory Board. The Advisory Board provides advice to the Board of Directors on all strategic and other significant decisions of the Company and fulfils the following functions:
- advise on the Company’s corporate strategy, major action plans, risk policies, annual budgets and business plans, acquisitions and divestitures;
- ensure the integrity of the Company’s accounting and financial reporting systems;
- advise on possibilities to improve the effectiveness of the existing governance practices; and
- issue recommendations on succession and performance planning for key executives.
The Advisory Board is also responsible for the proper functioning of the system for disclosure of information about the Company’s operations and for implementing the Company’s information policy.
The meetings of the Advisory Board are held on a quarterly basis.
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Members of the Advisory Board
The members of the Advisory Board and their current activities are listed in the following overview:
Anatoly Karachinsky - Chairman of the Advisory Board
Mr. Anatoly Karachinsky is a co-founder, and President of the Company since its incorporation, responsible for the development of the Company’s strategy. Prior to co-founding the Company, he held various executive positions at several IT companies.
He is well known as one of the key experts for both Russian and international IT markets. Mr. Karachinsky is well known as one of the key experts for both Russian and international IT markets. He is a member of the Board of the Russian Union of Industrialists and Entrepreneurs. He is also a member of the Council for Business Competitiveness, the Expert Council for Information Technologies, the Communication and Expert Council for Electronic Education and the Education and Science Committee of the State Duma of the Russian Federation.
Mr. Karachinsky graduated from Moscow State University of Railway Engineering, the Applied Cybernetics Department, majoring in systems engineering.
Sergey Matsotsky - Member of the Advisory Board
Mr. Sergey Matsotsky is a co-founder and Senior Vice-president of the Company and CEO of IBS IT Services, a business unit representing the Company’s IT services segment. Along with Anatoly Karachinsky, Mr. Matsotsky is in charge of the Company’s strategic development. He also provides centralised management of large-scale IT projects. Prior to co-founding the Company, he held a Commercial Director position with a large Russian IT company.
Mr. Matsotsky graduated from Gubkin Institute of Oil and Gas, majored in automation and applied mathematics.
Dr. Vladimir Morozov - Member of the Advisory Board
Dr. Vladimir Morozov has served as chief operating officer of the Company since 1998. From 1978 to 1991, he worked at the Research Institute for Systems Development, then held executive positions with several service companies in Russia.
Dr. Morozov graduated from Moscow State University, the computer engineering and cybernetics department, majored in mathematics, and obtained a Ph.D.
Esther Dyson - Member of the Advisory Board
Esther Dyson has been a member of the Group’s Advisory Board since 1998. She worked as editor and was the chairperson of EDventure Holdings before selling the company in 2004. She now has board seats and investments in several companies, including CVO Group (Hungary), Epam (Belarus), Vatera (Hungary), and Yandex (Russia). She was founding chairperson of ICANN, the Internet Corporation for Assigned Names and Numbers.
Esther Dyson’s primary activity is investing in startups and guiding them as a board member. She specialises in online services and, more recently, IT and healthcare/genetics, and space travel. Since the early 1980s, she has been intimately involved in major developments in computing technology, the future of technology innovations and their impact on business, society and individuals.
Esther Dyson holds a BA in economics from Harvard University (1972).
Dr. Ivan Rodionov - Member of the Advisory Board
See "Members of the Board of Directors"
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The Audit Committee
The Audit Committee prepares its own evaluation of the auditor’s opinion on financial statements and provides this evaluation to the Board, Advisory Board and to the annual general meeting of the Shareholders.
The Audit Committee currently comprises Dr. Ivan Rodionov (Chairman of the Audit Committee), Ms. Yulia Yukhadi, and Dr. Vladimir Morozov and meets regularly with the auditors.
The functions of the Audit Committee include, but are not limited to:
- reviewing the provision and scope of audit and non-audit work by Company’s external auditor and the fees charged;
- reviewing the Company’s financial statements, changes in the Company’s policy and accounting practices, and monitoring the internal audit system; and
- reviewing the effectiveness of the Company’s risk management, internal control and corporate governance systems.
The Audit Committee is headed by Dr. Ivan Rodionov (an independent and non-executive Director), which guarantees absolute independence of the Audit Committee’s judgments with respect to the Company’s financial affairs.
In order that the Company’s financial and business operations are monitored efficiently, it employs external auditors that have no interests in the Company for annual verification and approval of the consolidated accounts.