Yandex

Corporate Governance

  • How many independent directors are on the Yandex Board of Directors? What independence criteria does Yandex apply, given that the company is registered in the Netherlands and the securities are listed on NASDAQ and the Moscow Exchange?
    Pursuant to our Articles of Association, the Yandex Board of Directors has a maximum of 12 members. Currently, there are 11 members and one vacancy. Of the 11 serving members, 9 meet the applicable NASDAQ independence criteria.
    Our CEO Arkady Volozh and Deputy CEO Tigran Khudaverdyan are Executive Directors and are not independent.
    NASDAQ rules require that the Board affirmatively determine the independence of members; those rules also establish bright-line criteria that preclude a determination of independence. Length of service on the Board does not preclude a determination of independence for NASDAQ purposes.
    The independence criteria applied by the Moscow Exchange are not binding on Yandex, since Yandex is considered a foreign issuer with a "recognized listing" whose securities have a primary listing on one of the exchanges that the Russian securities regulator, Central Bank of Russia, considers trustworthy. NASDAQ is one of these exchanges. Accordingly, Yandex does not apply the independence criteria of the Moscow Exchange.
  • Does Yandex consider Designated Directors - Alexey Yakovitsky and Alexey Komissarov - to be independent?
    Both Designated Directors meet the criteria for independence set by NASDAQ rules, and the Board has affirmatively determined that both Designated Directors are independent. While Yandex's governing documents provide for specific procedures for nominating Designated Directors to the Board of Directors, both Designated Directors have the same fiduciary duties as the other directors.
  • Is the Chairman of the Board of Directors an independent director?
    Yes. Chairman John Boynton meets the independence criteria of the Code and NASDAQ rules and is considered an independent director. According to NASDAQ rules, to be independent means not to have a relationship which, in the opinion of the Company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, for instance: employment by the Company for the past three years, receiving compensations from the Company other than the compensation for board and board committee service, controlling shareholding or executive role in the essential business partner of the Company, partnership in the Company’s outside auditor. These rules also apply to the family members of directors, therefore, if a family member of a director does not comply with these criteria, a director should not be considered an independent. Read more about the criteria of independence in section 5600 of NASDAQ Listing Rules.
  • Are members of the Audit Committee Yandex independent directors?
    Yes, the composition of the Yandex Audit Committee meets the requirements of NASDAQ and U.S. SEC rules, which impose “super-independence” requirements on Audit Committee members. In addition, all members of the Audit Committee meet the applicable requirements for financial literacy, and two members (Ilya Strebulaev and Charles Ryan) have been determined by the Board to qualify as an “Audit Committee Financial Expert”. Read more about requirements to the Audit Committee members in section 5600 of NASDAQ Listing Rules.
  • Does Yandex plan to increase the number of women and minority representatives on the Board of Directors?
    The Yandex Code of Business Ethics and Conduct stipulates that the Company's priority is the professionalism of its employees. We believe that discrimination in any work-related matters is unacceptable. Nationality, gender, race, political or religious views, sexual orientation, or anything else that is not related to professional skills and the ability to perform job duties does not matter. These requirements are important for us both in relation to the Company's employees and members of the Board of Directors.
    We acknowledge that diversity is crucial for adding various perspectives to decision-making process and ensuring that different voices are heard. Consequently, we will be exploring opportunities to increase the representation of certain groups on the Board of Directors over the next years. The value of diversity receives recognition of our stakeholders, including investors and regulators in countries we operate. We are aware of the new board diversity rule adopted by SEC in August 2021 that is applied to NASDAQ-listed companies. In our pursuit of best practices, we will keep monitoring the ongoing regulatory processes, feedback of our stakeholders and global trends with regard to board diversity.
  • Does Yandex comply with all the recommendations of the Dutch Corporate Governance Code?
    The Code requires that companies either “comply or explain” any noncompliance. In light of our compliance with the NASDAQ requirements and as permitted by the Code, we have elected not to comply with all of the provisions of the Code.
    While we do not follow all the provisions of the Code, we believe that non-compliance with certain recommendations of the Code does not have a negative impact on the Company's activities. For the full text of NASDAQ’s corporate governance rules, as well as applicable rules and regulations made public by the SEC, see NASDAQ Listing Rules and SEC website, accordingly.
  • What is the remuneration system for management and the Board of Directors adopted by Yandex and what documents regulate this?
    In 2016, the Annual General Meeting of Shareholders approved the Equity Incentive Plan and General Guidelines for Compensation of the Board of Directors, which are still in effect. In addition to the fixed salary, management remuneration also includes equity incentive grants awarded on the recommendation of the Compensation Committee based on a decision of the Board of Directors. Such grants are usually designed for several years and vest based on a certain schedule or under other conditions if such conditions are approved by the program administrator – the Board of Directors. In 2020, in addition to time-vested awards, the Company granted performance share units (PSUs) to the members of the senior management group. The PSUs vest annually over a four-year period, subject to the achievement of defined performance goals. Equity-based grants provided under the Equity Incentive Plan have ten-year terms. You can read more about the awards granted to the Company’s management in our Annual report [Item 6, page 86].
    Remuneration of members of the Board of Directors includes a cash retainer and equity-awards granting the right to receive shares of the Company. This structure, in accordance with Guidelines determined by the decision of the Compensation Committee, provides for a base annual remuneration for all members of the Board of Directors and Chairman of the Board of Directors, as well as base equity grants for all members, and additional awards for the Chairman and Committee members.
  • Does the Board of Directors deal with ESG issues?
    Definitely. Yandex has established a Corporate Governance Committee, whose responsibilities include ESG-related matters. This Committee’s reports on ESG matters, including strategy and the main workstreams of our ESG agenda, are regularly reviewed by the Board of Directors. The Committee meets on a regular basis and discusses the Company's ESG activities, including progress on ESG reporting. John Boynton, the Chairman of the Board of Directors also chairs this Committee.
  • The Yandex Articles of Association provide that the Board of Directors consists of 12 members. Now the Board of Directors has 11 members. Is such a Board of Directors authorized?
    Yes, the Board is authorized under the Articles of Association. We anticipate that qualified candidates will be nominated to fill these vacancies in due course.
  • How often does Yandex hold meetings of the Public Interest Committee?
    The Public Interest Committee meets as required to fulfil its mandate. The competence of the Committee includes only a limited number of issues. So far, the Committee has met twice, and discussed issues falling into its competence. For example, in 2020 the Company amended the Privacy Policy of users of the Company’s services, and the Committee reviewed this Policy before it was implemented.
  • In short, what was the essence of restructuring of the corporate governance at the end of 2019?
    Our business has expanded into an ecosystem that serves tens of millions of consumers and businesses in Russia and beyond as well as collects and stores vast amounts of personal data of our users. We have also developed cutting-edge intellectual property and other technology that serve as the backbone of our products and services and sensitive enough to be a potential concern for national security. Given Yandex’s important role in the Russian economy and society, we also have a great responsibility to protect and safeguard public interests in a way that is both targeted and measured.
    Therefore, the essence of 2019 of corporate governance restructuring was to introduce a targeted approach to addressing the core public interest concerns as well as the specific “single-man” risk arising as a result of Mr. Volozh’s concentrated holding of voting power, without affecting our day-to-day business and operations or long-term prospects.
    You can read more about the restructuring in the shareholder circular that was presented to shareholders in advance of the Extraordinary General Meeting of December 20, 2019
  • Has the Board of the Public Interest Foundation changed since last year? Who nominates directors to the Board and what is their term of office?
    The composition of the Board of the Foundation has not changed since the Foundation was established. The list of members of the Foundation Board is provided in the Company's Annual report released in 2020 [Item 4, pages 52-53]
    According to the Charter of the Foundation, its initial composition was formed by the founder, Yandex N.V., and included representatives of certain educational and non-governmental organizations, as well as three representatives of the management of Yandex N.V., including the CEO. The term of office of the members of the Foundation is not limited. The Foundation Charter sets forth customary grounds for the termination of the term of a Board member, including in the event of death, inability to perform duties, resignation, failure to meet criteria for Board members, or replacement by the relevant nominating institution.

Yandex LLC

Headquaters in Russia: Moscow

Headquaters
16, Leo Tolstoy St., Moscow, Russia 119021
Investor Relations
Corporate Secretary

Yandex N.V.

Registered office in Amsterdam

Schiphol Boulevard 165, 1118 BG Schiphol, The Netherlands