TCS Group Holding PLC

The Company was incorporated, and is domiciled, in Cyprus in accordance with the provisions of the Companies Law, Cap.113.

The Group’s principal activities are all undertaken within the Russian Federation and consist online retail banking operations, through its subsidiary JSC “Tinkoff Bank”, and other operations through its subsidiaries, such us insurance operations through JSC “Tinkoff Insurance”, mobile services through LLC “Tinkoff Mobile” and asset management through LLC “Tinkoff Capital”. The Bank specialises in retail banking for individuals, individual entrepreneurs, small and medium enterprises and brokerage services. The Bank which is fully licensed by the Central Bank of Russia, launched its operations in the Summer of 2007 and is a member of the Russian Deposit Insurance System. The Insurance Company specialises in providing non-life insurance coverage such as accident, property, travel, credit protection and auto insurance.

Governance Structure 
 
TCS Group Holding (The Group) Board of Directors
Tinkoff Bank (The Bank) Board of Directors
Tinkoff Bank Management Board
Domicile
Cyprus
Russia
Russia
Regulator
FCA, CySec
Central Bank of Russia
Central Bank of Russia
Key functions
Creates and supervises of the operations of the internal control system of the Group. Approves the Group’s credit policy. Provides leadership and oversight to the Group within a framework of prudent and effective controls, which enables risk to be assessed and managed. Sets the Group’s strategic objectives, ensures that the necessary financial and human resources are in place for the Group to meet its objectives Reviews management’s performance. Sets the Group’s values and standards and ensures that its obligations towards the shareholders and other stakeholders are understood and met. Establishes Committees (currently Audit and the Remuneration Committees). Recommends dividends.
Determines strategic priorities of the Bank. Approves capital market operations of the Bank, major related party transactions, risk and capital management strategy, and procedures for preventing conflicts of interest, HR policies, employees compensation policies, management compensation and bonuses policies. Recommends compensation of internal audit board and external auditors, dividends from the Bank subsidiary to the Group.
Determines the Bank’s asset, liability and risk management operations, policies and procedures Delegates individual risk management functions to each of the various decision making and execution bodies within the Bank’s risk management structure. The Chairman of the Management Board appoints members of the Finance, Credit, Technology and Business Development Committee. The Finance Committee ensures the long-term economic effectiveness and stability of the Bank’s operations. The Credit Committee supervises and manages the Bank’s credit risks. The Technology Committee decides the development path and architecture of the IT platform deployed in the Bank, as well large IT investment decisions. The Business Development Committee decides the development, design and marketing of the Bank’s financial products and recommends to the Bank’s risk management bodies changes to the Bank’s lending policies and procedures and the pricing of the Bank’s loan products.
Members
Constantinos Economides (Chairman, Non-Executive) Martin Cocker (Independent, Non-Executive) Jacques Der Megreditchian (Independent, Non-Executive) Maria Trimithiotou (Non-Executive) Alexios Ioannides (Non-Executive)
Stanislav Bliznyuk (Chairman, SVP Business Development) Svetlana Ustilovskaya (Independent) Oliver Hughes (CEO) Sergey Pirogov (Head of Corporate Finance) Vadim Stasovsky (Chief Financial Controller)
Oliver Hughes (Chairman, CEO) Valeria Pavlyukova (Chief Legal Officer) Ilya Pisemsky (Chief Financial Officer) Evgeny Ivashkevich (Chief Risk Officer) Natalya Izyumova (Chief Accountant) Anatoly Makeshin (Head of Payment Systems) Vyacheslav Tsyganov (Chief Information Officer, candidate subject to CBR approval)
Relationship to other governing bodies
Appoints the Tinkoff Bank Board of Directors
Appoints and oversees Tinkoff Management Board
Reports to the Tinkoff Bank Board of Directors
Meetings in 2019
10
24
44
TCS Group Holding PLC Board of Directors
Constantinos Economides
Chairman of the Board of Directors
Martin Cocker
Member of the Board of Directors
Independent Non-Executive Director
Chairman of the Audit Committee
Member of the Remuneration Committee
Alexios Ionnides
Member of the Board of Directors
Maria Trimitiothou
Member of the Board of Directors
Jacques der Megreditchian
Member of the Board of Directors
Independent Non-Executive Director
Chairman of the Remuneration Committee
Member of the Audit Committee
Committees of the TCS Group Holding PLC Board of Directors
The Audit Committee
The Audit Committee assists the Board of Directors in overseeing the integrity of the financial statements of TCS Group Holding PLC and its systems of internal control, including financial, operational, and compliance systems. It also supervises the compliance with legal and regulatory requirements and the independence and qualifications of the independent auditor, as well as the performance of the TCS Group Holding PLC’s internal audit function and independent auditors.

Martin Cocker (Chairman)
Jacques Der Megreditchian

The Remuneration Committee
The Remuneration Committee is responsible for determining and reviewing, among other matters, the remuneration of the executive directors and TCS Group Holding PLC’s remuneration policies.

Jacques Der Megreditchian (Chairman)
Martin Cocker

Ownership Structure
TCS Group Holding PLC’s shares, in the form of Global Depositary Receipts (GDRs), have been trading on the London Stock Exchange under the ticker TCS LI since October 2013.
One GDR represents an interest in one Class A Share. TCS Group Holding PLC’s share capital consists of 119,291,268 Class A shares and 80,014,224 Class B shares. TCS Group Holding PLC’s depositary bank is JPMorgan Chase Bank, N.A.
On 19 March 2020 a restructuring of Oleg Tinkov's TCSGH holding from two private companies under his control to a Tinkov family trust has been announced as being made effective. This action will ensure Mr.Tinkov's shares will continue to be held by his family even in the event of his death. Oleg Tinkov’s economic rights (40.4%) and voting rights (87.0%) are unaffected by this change. This change also has no consequences on the operations of Tinkoff Group and its subsidiaries.
TCS Group Holding PLC had the following main investors:
Corporate Governance Disclosure