Legal documents and regulations

14 September 2007 — Management Code of Ethics
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Our governance approach

Whilst companies whose shares are listed on AIM are not formally required to comply with the UK Combined Code on Corporate Governance ("the Code"), Rambler aims to comply with the Code as much as possible while recognising the flexibility it affords to smaller companies.

As emphasized in past years' reports, Rambler is committed to ensuring that high standards of corporate governance are maintained by the company and it is accountable for this at the General Meeting of Shareholders. The Directors believe that transparency and high standards of corporate governance result in increased shareholder value and satisfaction.

During 2008, the Directors consider that Rambler complied with the Provisions of the Code to the extent relevant to a company of its size. During the period, the seven-member board had two independent non-executive directors, including a non-executive Chairman. In October 2008, Arthur Akopyan, Chief Financial Officer of Rambler since March 2007, stepped down to be succeeded by Nikita Serguienko, Rambler's current Chief Financial Officer and an Executive member of the Board. Board attendance was good throughout the year with directors participating in the ten board meetings held in 2008.

In 2009, Mark Opzoomer announced his decision to step down from his role as Chief Executive Officer and Executive Director. The Board recognised the need to review its structure and decision making processes in order to reshape and adapt them to new fast changing realities in Russia. As a result, in March 2009, Rambler announced significant changes to its board, which are detailed in the table below. Julia Solovieva was appointed as Rambler's new Chairperson to succeed Robert Brown, and two new non-Executive independent Directors, Arthur Markaryan and Denis Frolov were appointed to succeed Nick Hynes and Ilya Oskolkov-Tsentisper. Olga Turischeva was appointed as Rambler's new Chief Executive Officer and Executive Director on the Board from 16 April 2009.

The Directors' profiles, available on the following page, demonstrate that the board benefits from extensive experience of the Russian media markets as well as capital markets, financial reporting and internal controls. The new Directors have been given extensive briefings on Rambler's strategy and operations in the current marketplace and have also been briefed on UK governance standards.

In addition to independent Directors, non-executive Directors adopt a highly independent mindset in overseeing and challenging management and evaluating performance. The board is satisfied that the interests of minority shareholders are considered and protected appropriately, with representatives from Prof-Media, Rambler's majority shareholder, showing a good level of understanding of the need to take minority shareholders into account.

The composition of the board, and the balance of skills, knowledge and experience of its members will be kept under review. Board members are subject to re-election annually.

Board of Directors

The Board includes a Non-Executive Chairperson, two Executive Directors and four Non-Executive Directors as set out below.

Julia Solovieva (Age 36)
Chairperson of the Board

Andrey Terekhov (Age 38)
Chief Financial Officer

Olga Paskina (Age 41)
Non-Executive Director

Sergey Tikhonov (Age 41)
Non-Executive Director

Vladimir A. Pravdivy (Age 31)
Non-Executive Director

Arthur Markaryan (Age 40)
Non-Executive Director

Denis Frolov (Age 35)
Non-Executive Director

Executive Management

Olga Turischeva
Chief Executive Officer

Andrey Terekhov
Chief Financial Officer

Vitaly Rudenko
Chief Operating Officer

Maxim Azarov
Chief Product Officer

Pavel Rogozhin
Chief of Product Development

Maxim Konovalov
Chief Technical Officer

Latest Board of directors changes