Cian PLC, a leading online real estate classifieds platform in Russia, announced that Ms. Cloe Harford has tendered her resignation as a member of the board of directors of the Company, effective as of 4:02 p.m. Eastern time on March 8, 2022. Ms. Harford informed the Company that she has resigned as a result of recent geopolitical developments. Ms. Harford served as a member of each of the Audit Committee of the Board, the Compensation, Governance and Nominating Committee of the Board and the Strategy Committee of the Board.
On March 10, 2022, upon recommendation of the Compensation, Governance and Nominating Committee, the Board appointed Gilles Blanchard to the Audit Committee, with effect immediately following the Effective Time. The Board has determined that, after due consideration of all relevant factors, Mr. Blanchard qualifies as independent under the rules of the Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE). The Board has also determined that, based on his education and experience, Mr. Blanchard is financially literate in accordance with the requirements of the NYSE. Following Mr. Blanchard’s appointment, the Audit Committee consists of Douglas Gardner, Simon Baker and Gilles Blanchard, with Mr. Gardner serving as Chairperson.
On March 10, 2022, upon recommendation of the Compensation, Governance and Nominating Committee, the Board appointed Maksim Melnikov to the Compensation, Governance and Nominating Committee, with effect immediately following the Effective Time. Following Mr. Melnikov’s appointment, the Compensation, Governance and Nominating consists of Gilles Blanchard, Dmitry Antipov and Maksim Melnikov, with Mr. Blanchard serving as Chairperson.
Further, following the resignation of Ms. Harford, the Strategy Committee consists solely of Simon Baker, who serves as Chairperson.
The Company has previously disclosed in its registration statement on Form F-1, declared effective by the SEC on November 4, 2021, that it follows the corporate governance practices of its home country, Cyprus, in lieu of certain of the corporate governance requirements of the NYSE. In addition to the previously disclosed practices, the Company intends to rely on this "foreign private issuer exemption" with respect to:
NYSE Rule 303A.01, which requires an issuer to have, among other things, a majority of its board members be independent;
NYSE Rule 303A.4, which requires an issuer to have a nominating/corporate governance committee composed entirely of independent directors; (iii) NYSE Rule 303A.05, which requires an issuer to have a compensation committee comprised entirely of independent directors.
Cian is a leading online real estate classifieds platform in the large, underpenetrated and growing Russian real estate classifieds market, with a strong presence across Russia and leading positions in the country’s key metropolitan areas. The Company ranks among the top ten most popular online real estate classifieds globally in terms of traffic (based on SimilarWeb traffic data for other online real estate classifieds and Google Analytics data for Cian for September 2021). Cian’s networked real estate platform connects millions of real estate buyers and renters to millions of high-quality real estate listings of all types — residential and commercial, primary and secondary, urban and suburban. In the third quarter of 2021, the Company had over 1.9 million listings available through its platform and an average UMV of over 18.7 million. Through its technology-driven platform and deep insights into the Russian real estate market the Company provides an end-to-end experience for its customers and users and helps them address multiple pain points on their journey to a new home or place to work.