Listingrule s

7) The existence of a document regulating the issuer's dividend policy, approved by the issuer board of directors.


8) The existence of a separate structural unit(s) of the issuer performing internal audit, 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 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 conducting 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.


9) The existence of the issuer's policy in the area of internal audit (the internal audit regulations) approved by the issuer's board of directors which sets out the goals, objectives and terms of reference of the structural unit(s) 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.
2. The Exchange may make the decision to include in (upgrade the listing level to) Level One, or to refrain from the decision to exclude from Level One, any shares, if the issuer finds a member of (nominee to) the board of directors independent, provided that all of the following conditions are met:

1. 
   The issuer's board of directors (on a case-by-case basis under exceptional circumstances) acknowledged independence of a member of (or nominee to) the board of directors, notwithstanding that it qualifies under the formal criteria of relationship to the issuer, a material shareholder of the issuer, a material counterparty and/or competitor of the issuer, the state (the Russian Federation, a constituent entity of the Russian Federation) and/or a municipality, as set out in the Board of Directors (Supervisory Board) Member Independence Criteria, only if such relationship does not affect the respective person's ability to make independent, objective and bona-fide judgment (hereinafter, a decision acknowledging independence of the board of directors’ member).
   
2. 
   The issuer provided a decision of the board of directors that contains a well-reasoned justification of the acknowledgement of independence of a member of (nominee to) the board of directors).
   
3. 
   The decision acknowledging the independence of a member of the board of directors is disclosed on the website of the issuer in the board of directors’ section (as part of information of the members of the board of directors)¹⁷, with the indication to:
   

• 
  the quorum at the issuer's board of directors (supervisory board) meeting and the results of vote on such issue, with an indication of full name and the voting option (FOR, AGAINST, ABSTAINED) chosen, in relation to each member of the board of directors (supervisory board) that voted on the issue of acknowledging independence of the member of (nominee to) the board of directors or abstained from vote;
  
• 
  the content of the decision, with a well-reasoned justification of the acknowledgement of independence of the member of (nominee to) the board of directors);
  
• 
  the date of the issuer's board of directors (supervisory board) meeting where the respective decision was made;
  
• 
  the issue date and number of the minutes of issuer's board of directors (supervisory board) meeting where the respective decision was made.
  

4. 
   Upon the re-lection of the issuer’s board of directors, the procedure for acknowledging independence of a board of directors’ member that doesn’t meet the Independence Criteria shall be repeated.
   

If new affiliation criteria are identified, or new relevant circumstances are found in respect of identified affiliation criteria, which have not been covered by the resolution of acknowledging independence of the board of directors’ member, the procedure for acknowledging independence of the board of directors’ member (nominees to the board of directors) that doesn’t meet the Independence Criteria shall be repeated, provided that above-mentioned criteria and (or) circumstances do not affect his/her ability to make independent, objective and bona fide judgements.

The Exchange may decide to deny inclusion in (upgrade in the listing level to) Level One, or decide to exclude from Level One, any shares referred to in this Clause, if the conditions set out in this Clause are not met.
For the purposes of securities listing, the Exchange shall have the right not to treat as independent those members of the board of directors (nominees to the board of directors) for whom the decisions acknowledging their independence was made.


* In connection with the inclusion of a foreign issuer's shares in Level One, the requirements of this Clause shall apply insofar as they may relate to the foreign issuer considering the specific regulations provided in the proper law of such foreign issuer. In connection with the finding whether foreign issuers and securities of foreign issuers meet the requirements of this Clause, any legal concepts shall be interpreted in accordance with the Russian law.


** The functions of the nomination committee may be delegated to the compensation committee, the corporate governance committee or another committee of the board of directors.