Detsky Mir’s Board of Directors Proposes Candidates to the New Board
Moscow, Russia, 28 December 2020 – At its meeting held on 25 December 2020, the Board of Directors of PJSC Detsky Mir (“Detsky Mir” or the “Company”, MOEX: DSKY) has resolved to convene an Extraordinary General Meeting of Shareholders (EGM) by way of in-person voting on 12 March 2021.
Following the recommendation of the Nomination and Remuneration Committee, the Board of Directors proposes that the Extraordinary General Meeting of Shareholders considers following candidates to the new Board of Directors of PJSC Detsky Mir. Boyden Global Executive Search и VDI Group assisted as professional consultants in the candidate search and selection process.
- Andrey Anishchenko, independent director (competencies: digital services, IT, marketing)
- Michael Foss, independent director (competencies: non-food retail, finance, strategy and corporate governance)
- Maria Gordon, independent director (competencies: finance, corporate governance, capital markets and investor relations)
- David Rönnberg, independent director (competencies: pet supplies retail, e-commerce, IPO process/public company governance)
- Pavel Boyarinov, independent director (competencies: non-food retail, e-commerce)
- Maria Davydova, executive director (competencies: children’s retail market, pet supplies retail, strategy and operational management, e-commerce)
- Stanislav Kotomkin, independent director (competencies: non-food retail, e-commerce)
- Tony Maher, non-executive director (competencies: food and non-food retail, strategy and corporate governance)
- Alexander Shevchuk, independent director (competencies: finance, corporate governance)
If the EGM elects the candidates proposed by the Board of Directors, the new Board will have a majority of independent directors. The current Nomination and Remuneration Committee recommends to consider Maria Gordon as a candidate for the Board Chairwoman, given her extensive independent director experience at large Russian public companies. The proposed candidates are expected to contribute to the implementation of the new strategy unveiled by the Company in August 2020, while the composition of the new Board would align corporate governance with the Company’s capital structure that has no controlling shareholder.
Any shareholder holding in aggregate at least 2% of voting shares in the Company may nominate candidates to the Board of Directors. Such shareholder can nominate up to 10 candidates (equal to the total of 10 directors that can be elected to the Company’s Board). Shareholders’ proposals on nominees to the Board of Directors will be accepted until 10 February 2021. Upon receipt of proposals from shareholders, the Company’s Board of Directors will approve the final list of candidates to the new Board.
The Extraordinary General Meeting of Shareholders will also vote on the amended version of the regulations on remuneration of Board of directors.
The right to participate in the Extraordinary General Meeting of Shareholders will apply to the shareholders of record as of 17 January 2021. Materials for the Extraordinary General Meeting of Shareholders will be made available from 16 February 2021 on the Company’s website (ir.detmir.ru), Interfax’s website (e-disclosure.ru) and upon request to the Company’s Corporate Secretary Office: 3 Third Nizhnelikhoborskiy Proezd, Bld. 6, Moscow, 127238, Russia.
Persons having the right to participate in the PJSC Detsky Mir’s Extraordinary General Meeting of Shareholders will be able to register for participation in the meeting, fill in the electronic ballot form and vote online at aoreestr.ru.
Biographies of the new nominees to the Company’s Board of Directors
Entrepreneur and investor in digital education services and marketing. Co-founder of EBAC Online, Brazil’s leading online school of design, marketing and programming.
Andrey has more than 15 years of experience in digital platform design and development. In 2016-2020 he co-founded and served as Managing Director of Skillbox, a leading Russian online education platform with a market capitalization of more than USD 100 m. In 2020, Skillbox was ranked No. 2 in RBC’s list of the top 10 largest EdTech companies in Russia. In the previous eight years, Andrey led Grape (rebranded as Possible Moscow in 2012), one of Russia’s leading digital advertising agencies.
Mr. Anischenko graduated from the Moscow State University School of Physics, and has a Ph.D. in Physics and Mathematics.
Over 20 years of experience as a senior general management and finance executive with large private and public US companies. Michael Foss is a co-founder and currently a member of the Board of Directors of Independent Pet Partners, a US retailer and online services platform for pets.
Before joining Independent Pet Partners, from 2013 to 2017 he was CEO and Chairman of the Board of Directors of Sports Authority, a large US sports goods retailer. Prior to that, he held executive positions at US Petco Animal Supplies, Circuit City, Eastman Kodak and IBM.
Mr. Foss holds a degree in Finance from the University of Washington and an MBA from the University of Michigan.
With more than 20 years in finance and capital markets, Maria also has many years of experience serving as an independent director at various public companies. Currently, she is a member of the Supervisory Board of Moscow Exchange, a member of the Board of Directors at Polyus, and a member of the Supervisory Board at Alrosa.
Previously, Maria was Executive Vice President and Head of Emerging Markets Equity Strategy at Pacific Investment Management Company (PIMCO, USA), one of the world’s premier asset managers. Prior to joining PIMCO, she had spent 12 years at Goldman Sachs Asset Management (USA), managing more than USD 10 bn of assets.
Ms. Gordon holds a Bachelor of Arts in Political Science from the University of Wisconsin-Eau Claire (USA), and a Master of Arts in Law and Diplomacy, The Fletcher School at Tufts University (USA).
An experienced retail and e-commerce executive, currently CEO at Musti Group, a leading omnichannel pet supplies retailer operating in the Nordic countries, which conducted its Initial Public Offering on Nasdaq Helsinki in 2020.
Prior to joining Musti Group, David from 2015 to 2016 led Indiska AB, a Swedish apparel and home accessories retailer. David Rönnberg also headed a number of European e-commerce companies, including Internetstores Nordic, an online store for outdoor products, and Brando’s, an online apparel and footwear retailer.
Mr. Rönnberg holds a degree in Finance from Stockholm University.
Maria Davydova, CEO and Member of the Board of Directors at PJSC Detsky Mir:
“We are happy to announce that we have successfully finalized the search for candidates to the new Board of Directors. It was an important and logical step in Detsky Mir’s journey towards becoming the first fully public Russian company.
“The Board of Directors has proposed four new candidates to the Board, who are expected to bring the additional expertise and experience needed to support our growth strategy in this highly competitive market, thereby contributing to the value creation for our shareholders.”
For additional information:
Head of Public Relations
Tel.: +7 495 781 08 08, ext. 2041
Head of Investor Relations
Tel.:+ 7 495 781 08 08, ext. 2315
The Detsky Mir Group of Companies (MOEX: DSKY) is an omnichannel retailer and the leader in the children’s goods sector in Russia. The Group comprises the Detsky Mir and the Detmir Pickup retail chains, the detmir.ru online store and marketplace, as well as the Zoozavr pet supplies retail chain. The Company operates a retail chain of 832 Detsky Mir stores located in 331 cities in Russia, Kazakhstan and Belarus, 16 Detmir Pickup stores, as well as 20 Zoozavr stores as of 28 December 2020. The total selling space was approximately 897,000 square meters.
Websites: detmir.ru, ir.detmir.ru
(1) In accordance with applicable law, the Chairman of the Board of Directors is elected by the Board of Directors from among the members of the Board of Directors.