REG-TCS Group Holding PLC TCS Group Holding PLC: appointments of new independent directors and set up of new Board committees

TCS HoldingAnnouncement

04/05/2021 09:15

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   TCS Group Holding PLC (TCS)
   TCS Group Holding PLC: appointments of new independent directors and set
   up of new Board committees

   04-May-2021 / 11:12 MSK
   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   TCS Group Holding PLC: appointments of new independent directors and set
   up of new Board committees

    

   Limassol, Cyprus - 04 May 2021. TCS Group Holding PLC (TCS LI) (the
   "Group"), Russia's leading provider of online financial and lifestyle
   services via its Tinkoff ecosystem, is pleased to announce that Ashley
   Dunster, Masha Gordon, Margarita Hadjitofi, Nick Huber and Nitin Saigal
   have agreed to join the Board of Directors of the Company, serving as
   independent, non-executive Directors (INEDs). 

    

   All will join the Board on 11 May 2021. Oliver Hughes joined the Board of
   Directors of the Company as an executive director on 25 March 2021.

    

   Ashley Dunster and Nitin Saigal will join the existing Remuneration
   Committee of the Board, and Masha Gordon, Nick Huber and Nitin Saigal will
   join the existing Audit Committee of the Board, increasing the resources
   of the Committees. Both Committees are formed of and will continue to be
   formed only of INEDs.

    

   In addition, in parallel with the expansion of the Board, the Company will
   soon be launching two new committees, a Risk and Emerging Risk
   ('Sustainability') Committee and a Strategy Committee. The Company
   envisages that the initial members of the Risk and Emerging Risk
   ('Sustainability') Committee  will be Masha Gordon, Nick Huber and
   Margarita Hadjitofi (Chair), and of the Strategy Committee - Ashley
   Dunster, Masha Gordon, Oliver Hughes, Nick Huber, and chaired by Nitin
   Saigal.

    

   Finally, Alexios Ioannides who has served as a Director since November
   2008 will be stepping down from the Board in May 2021.  Oliver Hughes
   commented: "On behalf of everyone at Tinkoff I would like to take this
   opportunity to thank Alexios for his support throughout his years of
   service, and for his contribution in helping to achieve Tinkoff's
   impressive growth."

   Alexios Ioannides commented: "It was an honor and a privilege to have
   served Tinkoff as a Board Member since 2008. It has been a pleasure
   cooperating with everybody, sharing knowledge and experience, as we have
   collectively contributed to achieving the growth and success of the
   company over the years, with the listing in the London Stock Exchange in
   2013 being a milestone. I would like to take this opportunity to thank my
   fellow Board Members and Tinkoff team for the fantastic cooperation we had
   all these years and wish every success for the company in the future."

   Initially all these appointments to the Board will be made by vote of the
   Board. GDR holders will be invited to cast their vote on the proposed line
   up of the Board at the next AGM expected to be held in August 2021.

    

   As previously communicated, these changes are being made as part of the
   programme of enhancements to TCSGH corporate governance. These steps
   implement the first wave of expanding and diversifying the range of
   skills, experience and backgrounds of the Board, with further changes
   expected later in 2021. Ultimately, the Company is committed to having its
   Audit, Remuneration, and Sustainability committees comprised entirely of
   INEDs, as well as having an INED as the Chairman of the Board of
   Directors, with the necessary appointments made in the coming months while
   ensuring an orderly transition and board continuity.

    

   Oliver Hughes, CEO Tinkoff:

   "Everyone at the Company welcomes the new directors and looks forward to
   their contribution to leading Tinkoff's strategic decision making. This
   Board expansion marks another landmark in the Group's governance
   evolution".

    

   Key biographical details and regulatory disclosures of the appointees are
   set out below:

    

   ASHLEY DUNSTER

   Ashley worked with Capital Group Private Markets ("CGPM"), retiring at the
   end of  1 2018 after 21 years.  CGPM is the private equity division of
   Capital Group, a US-based global asset manager with over $2 trillion AUM. 
   CGPM invested 6 global emerging market private equity funds in over 100
   companies with $6.5 billion of equity commitments.  Ashley was co-Chief
   Investment Officer for CIPEF VI ($3 billion) and for prior funds the
   Managing Partner for EMEA.

   With a Bachelor of Engineering (Melbourne University) and a Masters
   Mathematical Modelling & Numerical Analysis (Oxford University) Ashley
   joined the management consultancy The LEK Partnership in  2 1990. Three
   years of corporate strategy work focused on Poland.  Then followed The
   European Bank for Reconstruction and Development, 3 1993 to  4 1997, with
   a focus on private equity funds in Russia and Central Europe. 

   Today Ashley is a Non-Executive Director at JPMorgan Russian Securities
   PLC, an investment trust listed on the LSE (approx. £300 million MCap),
   Investment Committee Chairman at Uhuru Investment Partners ($110 million
   West African private equity fund), and Investment Committee member of
   BV  5 2019 ($100 million Russian private equity fund managed by Baring
   Vostok Capital Partners.

   MASHA GORDON

    

   Masha Gordon started her career as a journalist for the Washington Post in
   Moscow and later studied in the United States; gaining a BA in political
   science from the University of Wisconsin and MALD from the Fletcher School
   at Tufts University.

    

   Masha spent the next 16 years of her career working in finance. She spent
   12 years at Goldman Sachs where she was a Managing Director in the
   Investment Management Division and most recently led the emerging markets
   portfolio management team at PIMCO.

    

   She moved to a portfolio career of non-executive board roles in 2014 and
   currently serves as a Chairwoman of the board of directors of Detsky Mir,
   an independent director of Alrosa, Moscow Stock Exchange and Polyus Gold.

    

   Her portfolio of non-profit roles includes being a member of the Board of
   Advisors for the Fletcher School at Tufts University and a trustee of the
   Girls Day School Trust, UK's largest network of private girls-only
   schools.

   On June 11, 2016 Masha set a new Guinness record in the Explorers Grand
   Slam, an endurance challenge that features climbing highest peaks on every
   continent, including Everest and skiing to the North and South Poles

   MARGARITA HADJITOFI

   Margarita Hadjitofi is the founder and director of M. Hadjitofi LLC, a
   Cyprus law firm specializing in corporate, commercial and banking and
   finance law. Prior to establishing her own firm, Margarita was a partner
   of a leading law firm in Limassol.

   She is a member of the Cyprus Bar Association since 2007.

   Margarita has a degree in law (LLB) from the Western Sydney University and
   a Bachelor of Commerce (Business and Finance) from the same university.
   She obtained a Masters of Laws (LLM) from the University of Sydney.

   Margarita is a member of STEP (Society of Trust an Estate Practitioners)
   and also served on the board of directors of STEP Cyprus.

    

   NICK HUBER

    

   Nick is a Partner at Ribbit Capital, an investment firm based in Palo
   Alto, California, focused on the intersection of financial services and
   technology.  Ribbit Capital has built a portfolio of over 75 private and
   public company investments across six continents and a multitude of
   sectors within financial services, including banking, payments, personal
   finance, investments and wealth, lending, insurance, cryptoassets,
   financial infrastructure, financial software, and home finance.  In
   addition to pursuing new investments at Ribbit, Nick serves as a member of
   the board of several private companies in the Ribbit Capital portfolio.

    

   Previously, Nick was Director of Corporate Development at Lending Club, a
   San Francisco-based fintech company focused on consumer lending, where he
   led or supported acquisitions, investments, partnerships, and capital
   sourcing.  Prior to Lending Club, he was at J.P. Morgan in New York City
   in the financial institutions group of the investment bank, where he
   advised clients on M&A and capital raising.  He holds a Bachelor of
   Science degree in Finance from the Miami University Farmer School of
   Business

   NITIN SAIGAL

   Nitin Saigal is the founder and Chief Investment Officer of Kora, an
   investment firm specializing in the global technology and financial
   services industries. Kora conducts deep fundamental research through its
   global infrastructure in New York, São Paulo, Mumbai, Shanghai, Moscow,
   and Tokyo and seeks to invest in exceptional teams building enduring
   businesses in growth markets. Nitin was born and raised in India and
   received a BA from Harvard College and an MBA from Harvard Business
   School.

   Following the above mentioned changes, the composition of the TCSGH Board
   of Directors will be the following:

                             Audit     Remuneration Risk and        Strategy
                  Role       Committee Committee    Emerging Risk   Committee
                                                    Committee
   Martin Cocker  INED       Chair     Member                        
   Ashley Dunster INED                 Member                       Member
   Constantinos   Chairman
   Economides     of the                                             
                  Board, ED
   Masha Gordon   INED       Member                 Member          Member
   Margarita      INED                              Chair            
   Hadjitofi
   Nick Huber     INED       Member                 Member          Member
   Oliver Hughes  Group CEO,                                        Member
                  ED
   Jacques der    INED       Member    Chair                         
   Megreditchian
   Nitin Saigal   INED       Member    Member                       Chair
   Mary           ED                                                 
   Trimithiotou

    

    

   Other than the directorships highlighted above, there are no matters
   requiring disclosure pursuant to Listing Rule 9.6.13.

    

    

    

    

    

   For enquiries:
   Tinkoff
                                  Tinkoff
   Artem Lebedev
   PR Department                  Larisa Chernysheva
                                  IR Department
   + 7 495 648-10-00 (ext. 2202)
                                  + 7 495 648-10-00 (ext. 2312)
   Alexandr Leonov
                                  Andrey Pavlov-Rusinov
   + 7 495 648-10-00 (ext. 35738)
                                   7 ir@tinkoff.ru
    6 pr@tinkoff.ru

    

   TCS Group Holding PLC

   TCS Group Holding PLC is an innovative provider of online retail financial
   services. Its portfolio includes Tinkoff Bank, the mobile virtual network
   operator Tinkoff Mobile, Tinkoff Insurance, the management company Tinkoff
   Capital, Tinkoff Software DC, a network of development hubs in Russia's
   largest cities, and Tinkoff Education. The Group is currently developing
   the Tinkoff ecosystem, which offers financial and lifestyle services.

   The Group was founded in 2006 by Russian entrepreneur Oleg Tinkov and has
   been listed on the London Stock Exchange and on the Moscow Exchange.

   The Group's largest business is Tinkoff Bank, a fully online bank that
   serves over 13 million customers and represents the core of the Tinkoff
   ecosystem.

   Tinkoff Bank is the second largest player in the Russian credit card
   market, with a share of 14.0%. The 2020 IFRS net income of TCS Group
   Holding PLC amounted to RUB 44.2 billion. The ROE was 40.6%.

   With no branches, the Group serves all its customers remotely via online
   channels and a cloud-based call centre. To ensure smooth delivery of the
   Group's products, the Group has a proprietary nationwide network of
   representatives.

   Global Finance named Tinkoff Bank the world's Best Digital Consumer Bank
   in 2018 and 2020, the Best Digital Consumer Bank in Russia in 2020, 2018,
   2016 and 2015, and the Best Digital Consumer Bank in Central and Eastern
   Europe in 2019 and 2020. The Banker recognised Tinkoff Bank as the Bank of
   the Year in Russia in 2017 and 2013, and as the Best-performing Russian
   Bank in 2020. The bank's mobile app has consistently received top industry
   ratings and awards (by Deloitte in 2013, 2014, 2015, 2016 and by Global
   Finance in 2018 and 2020) and in 2020, was ranked by Forbes among the
   top-3 Best Russian Employers.

    

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   ISIN:          US87238U2033
   Category Code: MSCH
   TIDM:          TCS
   LEI Code:      549300XQRN9MR54V1W18
   Sequence No.:  102940
   EQS News ID:   1192278


    
   End of Announcement EQS News Service

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References

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   5. file:///data/ucdp/tmp/tel:+442019
   6. mailto:pr@tinkoff.ru
   7. mailto:ir@tcsbank.ru


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