Yandex prides itself on its robust adherence to good corporate governance standards and practices. As a Dutch company, Yandex N.V. is subject to the Dutch Corporate Governance Code (the “Code”), which sets out principles of governance focused on management and control, responsibility and influence, and supervision and accountability. In addition, the principal trading market for the Company’s Class A shares is the NASDAQ Global Select Market, which also imposes certain corporate governance standards. We have elected to comply with the relevant NASDAQ corporate governance guidelines, and accordingly, as permitted by the Code, we have elected not to comply with all of the provisions of the Code where these differ from the NASDAQ requirements.
Yandex has established a one-tier governance structure, in which the Board of Directors includes both Executive and Non-Executive Directors, at least a majority of whom meet the applicable NASDAQ independence standards. Our Executive Directors are responsible for operational management, and our Non-Executive Directors are responsible for the supervision of the management and of the general course the Company’s business.
The supreme governance body of the Company is the General Meeting of shareholders. According to the Code, the General Meeting should be able to exert such influence on the policies of the Board of the company that it plays a fully-fledged role in the system of checks and balances in the Company.