Regular information (XML) of PJSC "IMCC"

Information on the state of corporate governance

GENERAL MEETING OF SHAREHOLDERS

How many general meetings were held in the past three years?
№ s/n	Year	Number of meetings, total	Including extraordinary ones
1	2013	1	0
2	2012	1	0
3	2011	1	0

Which body registered shareholders for participation in the general meeting of shareholders last time?
	Yes.	No.
Registration Commission	X
Shareholders		X
Depository institution		X
Other (write down): No additional information available.	No.

What body controlled the registration of shareholders or their representatives for participation in the last general meeting (if any)?
	Yes.	No.
National Securities and Stock Market Commission		X
Shareholders holding more than 10 percent in aggregate		X

How did you vote on the agenda at the last general meeting?
	Yes.	No.
By raising cards		X
By ballot (secret ballot)	X
By raising your hands		X
Other (write down): No additional information available.	No.

What were the main reasons for convening the last extraordinary meeting?
	Yes.	No.
Reorganization		X
Additional issue of shares		X
Amendments to the charter		X
Decision to increase the authorized capital of the company		X
Decision to reduce the company's authorized capital		X
Election or termination of powers of the chairman and members of the supervisory board		X
Election or termination of powers of members of the executive body		X
Election or termination of powers of members of the audit committee (auditor)		X
Delegation of additional powers to the supervisory board		X
Other (write down): No extraordinary meetings were held.	Yes.

Was the general meeting of shareholders held in the reporting year in the form of absentee voting?	No.

GOVERNING BODIES

What is the composition of the supervisory board (if any)?
	(persons)
Number of members of the supervisory board	3
Number of shareholder representatives working in the company	0
Number of state representatives	0
Number of shareholder representatives holding more than 10 percent of shares	0
Number of shareholder representatives holding less than 10 percent of shares	3
Number of representatives of shareholders - legal entities	0

How many times a year did the supervisory board meet on average over the past three years?	2

What committees are established within the supervisory board (if any)?
	Yes.	No.
Strategic planning		X
Audit		X
On appointments and remuneration		X
Investment		X
Other (write down)	No additional information is available.
Other (write down)	No additional information is available.

Has the company created a special position of corporate secretary? (yes/no)	No.

How is the amount of remuneration of the supervisory board members determined?
	Yes.	No.
The remuneration is a fixed amount		X
Remuneration is a percentage of net profit or increase in the market value of shares		X
Remuneration is paid in the form of company securities		X
Members of the Supervisory Board do not receive remuneration	X
Other (write down)	No additional information is available.

What are the requirements for members of the supervisory board set out in the company's internal documents?
	Yes.	No.
Industry knowledge and experience in the industry	X
Knowledge of finance and management	X
Personal qualities (honesty, responsibility)	X
No conflict of interest	X
Age limit		X
There are no requirements		X
Other (write down):		X

When was the last time a new member of the supervisory board was elected, how did he or she familiarize himself or herself with his or her rights and responsibilities?
	Yes.	No.
The new member of the Supervisory Board independently familiarized himself with the content of the company's internal documents	X
A meeting of the Supervisory Board was held, at which the new member of the Supervisory Board was familiarized with his rights and obligations		X
Special training (in corporate governance or financial management) was organized for the new member of the Supervisory Board		X
All members of the Supervisory Board were re-elected or no new members were elected		X
Other (write down)	No additional information is available.

Has your joint-stock company established an audit committee or introduced the position of an auditor? (yes, an audit committee has been established / yes, an auditor has been introduced / no)	Yes, an audit committee has been established

If the company has an audit committee:
The number of members of the Audit Committee is 2.

How many times a year did the audit committee meet on average over the past three years?	3

According to the charter of your joint-stock company, which body (general meeting of shareholders, supervisory board or executive body) is responsible for resolving each of these issues?
	General meeting of shareholders	Supervisory Board	Executive body	Not within the competence of any body
Determining the main areas of activity (strategy)	Yes.	No.	No.	No.
Approval of activity plans (business plans)	No.	Yes.	No.	No.
Approval of the annual financial report or balance sheet or budget	Yes.	No.	No.	No.
Election and termination of powers of the chairman and members of the executive body	No.	Yes.	No.	No.
Election and termination of powers of the chairman and members of the supervisory board	No.	Yes.	No.	No.
Election and termination of powers of the chairman and members of the audit committee	Yes.	No.	No.	No.
Determining the amount of remuneration for the chairman and members of the executive body	No.	Yes.	No.	No.
Determining the amount of remuneration for the chairman and members of the supervisory board	Yes.	Yes.	No.	No.
Decision-making on bringing members of the management board to liability	No.	No.	No.	Yes.
Deciding on an additional share issue	Yes.	No.	No.	No.
Decision-making on repurchase, sale and placement of own shares	Yes.	No.	No.	No.
Approval of the external auditor	No.	Yes.	No.	No.
Approval of contracts with a conflict of interest	No.	Yes.	Yes.	No.

Does the company's charter contain a provision restricting the powers of the executive body to make decisions on entering into contracts, including their amount, on behalf of the company?	Yes.

Does the company's charter or bylaws contain provisions on conflicts of interest, i.e., a conflict between the personal interests of an officer or related parties and the obligation to act in the best interests of the company?	No.

What documents do you have in your joint-stock company?
	Yes.	No.
Regulations on the General Meeting of Shareholders	X
Regulations on the Supervisory Board	X
Regulations on the executive body (management board)	X
Regulations on the officers of a joint-stock company	X
Regulations on the audit committee (or auditor)	X
Regulations on shares of a joint-stock company		X
Regulations on the procedure for profit distribution		X
Other (write down):	No additional information is available.

How can shareholders obtain such information about your company's activities?
	Information is distributed at general meetings	Published in the press, disclosed in the NSSMC's public information database on the securities market	Documents are provided for review directly in the joint-stock company	Copies of documents are provided upon request of the shareholder	Information is posted on the company's own website
Financial statements, performance results	Yes.	Yes.	Yes.	Yes.	Yes.
Information on shareholders holding 10 percent or more of the authorized capital	No.	Yes.	Yes.	No.	Yes.
Information on the composition of the company's management bodies	Yes.	Yes.	Yes.	Yes.	Yes.
Charter and internal documents	No.	No.	Yes.	Yes.	Yes.
Minutes of general meetings of shareholders after they are held	No.	No.	Yes.	Yes.	Yes.
Amount of remuneration of officials of a joint-stock company	No.	No.	No.	No.	No.

Does the company prepare financial statements in accordance with international financial reporting standards?	Yes.

How many times a year did the external auditor audit the company on average over the past three years?
	Yes.	No.
Not conducted at all		X
Less than once a year		X
Once a year	X
More than once a year		X

Which body made the decision to approve the external auditor?
	Yes.	No.
General meeting of shareholders		X
Supervisory Board	X
Management Board or director	X
Other (write down)	No additional information is available.

Has the company changed its external auditor in the last three years?	Yes.

What was the reason for changing the auditor?
	Yes.	No.
Did not meet the professional level		X
Did not meet the terms of the contract with the auditor		X
The auditor was changed at the request of shareholders	X
Other (write down)	No additional information is available.

Which body audited the financial and economic activities of the joint-stock company last year?
	Yes.	No.
Audit committee (auditor)	X
Supervisory Board		X
Internal audit department of a joint-stock company		X
Third-party company or third-party consultant		X
No inspections were conducted		X
Other (write down)	No additional information is available.

At the initiative of which body did the audit committee (auditor) conduct the last audit?
	Yes.	No.
On his own initiative	X
On behalf of the general meeting		X
On behalf of the Supervisory Board		X
At the request of the executive body		X
At the request of shareholders holding more than 10 percent of the votes in aggregate		X
Other (write down)	No additional information is available.

Has your joint-stock company received paid services of consultants in the field of corporate governance or financial management during the last year?	No.

ATTRACTING INVESTMENT AND IMPROVING CORPORATE GOVERNANCE PRACTICES

Does your joint-stock company plan to attract investments in each of these ways over the next three years?
	Yes.	No.
Issue of shares		X
Issue of depositary receipts		X
Bond issue		X
Bank loans	X
Financing from the state and local budgets		X
Other (write down): No additional information available.

Does your joint-stock company plan to attract foreign investment over the next three years*?
Yes, we are already in talks with a potential investor
Yes, we plan to start negotiations
Yes, we plan to start negotiations next year
Yes, we plan to start negotiations within two years
No, we do not plan to attract foreign investment in the next three years	X
Undecided

Does your company plan to list its shares on a stock exchange within the next three years? (yes/no/undecided)	No.

Has the joint-stock company changed the person who keeps records of ownership of shares in the depository system of Ukraine during the last three years?	Yes.

Does the joint-stock company have its own code (principles, rules) of corporate governance?	No.

If the joint-stock company has a code (principles, rules) of corporate governance, indicate the date of its adoption: ; by which governing body it was adopted: No additional information available.

Has the company published information on the adoption of the corporate governance code (principles, rules)? (yes/no) No; please indicate how it was published: No additional information is available.

Provide information on compliance/non-compliance with the corporate governance code (principles, rules) in the joint-stock company (with reference to the source of their text), deviations and reasons for such deviations during the year: No additional information is available.