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2.19.1 Recommendations on the issuer’s corporate governance

If the issuer acknowledges independence of a member of/a candidate to the board of directors in accordance with procedures set in Sub-Clause 2 Clause 2.19 hereof, the issuer is further recommended to ensure that such member of/candidate to the board of directors sign a declaration of an independent member of /candidate to the board of directors produced according to the form recommended by the Exchange (hereinafter referred to as the “Declaration”).

The issuer is recommended to disclose signing the Declaration by a member of the board of directors on its website in the board of directors’ section (as part of information of the members of the board of directors). It is also recommended that such information should be made available on the issuer’s website until the date of the next annual general meeting of shareholders following the one at which the present board of directors of the issuer is elected.
If the board of directors is re-elected, and if the information stated in the Declaration changes, it is recommended that the member of the board of directors should sign the Declaration once again.

2.20. Schedule of requirements to the issuer's corporate governance which are to be met for bonds to be included in Level One

For the issuer's bonds to be included in Level One, such issuer shall meet the following requirements:


1) The issuer that is a business entity shall have an elected board of directors.
2) The board of directors or a competent governance body of the issuer that is not a business entity shall approve the internal audit policy (the internal audit regulations). Such policy (regulations) set out the goals, objectives and terms of reference of the structural unit(s) (external independent entity) performing the internal audit functions, and where an external independent entity is engaged to perform internal audit, also the procedure for the selection of, and contracting with, such entity.
3) The existence of a separate structural unit(s) of the issuer performing internal audit functions, or an arrangement where internal audit is conducted by an external independent organisation engaged by the issuer. For the purposes hereof, the internal audit functions shall include, among other things:
a) assessment of the internal control system efficiency;
b) assessment of the risk management system efficiency (for lending organisations, verification of the efficiency of the banking risk assessment methodology and banking risk management procedures established by the lending organisation internal documents (methodologies, programs, rules, regulations and procedures governing the performance of banking transactions and deals, banking risk management), and verification of the completeness of the application of the above-mentioned documents, review of the risk management function performance);
c) assessment of corporate governance matters (if a corporate governance committee does not exist).
The head of the issuer's structural unit engaged in internal audit (the issuer's official responsible for internal audit to whom the head of such structural unit directly reports) shall be appointed to, and removed from, his respective office by the issuer's chief executive officer pursuant to the decision of the issuer's board of directors, and shall functionally report to the issuer's board of directors, and administratively, to the chief executive officer. For the purposes hereof, the above-mentioned persons shall not manage any of the issuer's functional areas of activity that require making of management decisions in relation to the audit targets.

21. Requirements to free-floated shares of an issuer

1) Requirements to the number of the issuer’s free-floated shares and (or) their total market value:

1.