TCS Group Holding PLC (TCS)
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 worked with Capital Group Private Markets ("CGPM"), retiring at the end of 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 1990. Three years of corporate strategy work focused on Poland. Then followed The European Bank for Reconstruction and Development,1993 to 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 2019 ($100 million Russian private equity fund managed by Baring Vostok Capital Partners.
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 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 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 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:
Other than the directorships highlighted above, there are no matters requiring disclosure pursuant to Listing Rule 9.6.13.
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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