The Company, then named Egidaco Investments Limited was incorporated in Cyprus on 31 December 1999; it is an investment vehicle for serial entrepreneur Mr Oleg Tinkov to explore business opportunities primarily in the Russian Federation.
When new investors later invested in the Company, its name and status was changed to PLC in November 2008, becoming ‘Egidaco Investments PLC’. With the growth and recognition of the Company’s business in Russia under the brand Tinkoff Credit Systems, the Company renamed itself in September 2013, adopting its current name ‘TCS Group Holding PLC’. The name “Tinkoff” is associated with Mr Tinkov’s well-known entrepreneurial activity that has launched a number of successful businesses and brands in Russia.
The Company has attracted well over USD 1 billion of foreign investment over its life for capital investment into Russia.
In 2013 the Company was admitted to listing on the Main Market of the London Stock Exchange. The volume of quoted shares is over 50%.
The Company’s business is managed by its Board of Directors; matters reserved to its competence under the Company’s constitution include strategic issues like the annual budget, changes to the Group’s capital structure and listed status, major capital projects, investments and contracts across the Group, launching or closing businesses, expansion into new geographic areas, dividends, risk management processes and insurance cover.
The current six-strong Board of Directors is comprised of three executive directors including the chairman and three non-executive directors of whom two are independent. Their respective periods of service on the Board range from five up to ten years. The Board of Directors sets the Group’s strategic objectives, ensures that the necessary financial and human resources are in place for the Group to meet its objectives and reviews management’s performance. The role of the Board is to provide entrepreneurial leadership to the Group within a framework of prudent and effective controls which enable risk to be assessed and managed. The Board also sets the Group’s values and standards and ensures that its obligations towards shareholders and other stakeholders are understood and met.
The Company holds directly or indirectly:
100% of Tinkoff Bank, Tinkoff Insurance, LLC Phoenix, LLC Tinkoff Mobile, LLS TCS, LLC MFC T-Finans, and LLC Tinkoff Software Development Company;
a direct majority holding in CloudPayments, an innovative developer of online payments solutions; and
a direct minority holding in Kassir.ru, Russia’s leading online ticket selling agency.
The Company carries on a wide range of business activities, including management of its investments, evaluating business opportunities, the generation of interest income from financing its investments, placing deposits, trading in foreign currencies and the holding of bonds for trading purposes. The Company also runs a home call centre business in Cyprus as well as a software development centre there.
Although the Company has always operated as an independent business and has freedom and the powers to carry on a wide range of investments and activities of a commercial nature, the Company’s main activities are focused on the retail finance markets in Russia. The Company also carries from its Limassol offices at 25 Berengaria and Lophitis Business Centre I on a home call centre business in Cyprus as well as an expanding software development centre in Cyprus and has subsidiaries in Latvia and Kazakhstan.
While the investment climate in Russia and the legal framework for companies in Russia has evolved materially for the better in the nearly two decades since the Company started up, being a foreign company, a Cyprus company, has given the Company a number of benefits and advantages in comparison with being incorporated in the Russian Federation when engaging in business activities over the years. A great many of these relative benefits and advantages continue to this day. These include:
-more consistent and wider access to sources of credit through the short term funding market, bank financing as well in the longer term capital markets;
-a base in a jurisdiction with a fully exchangeable, convertible and transferable currency, as well as since 2008 part of the Eurozone;
-the benefits of freedom of movement for persons in the EU;
-since May 2004 incorporation in a member state of the EU and since 2007 the Company has adopted Cyprus as its Home State for EU regulatory, disclosure and transparency purposes;
-the ability to raise debt and equity capital in offshore financial markets in foreign currencies such as USD, Euro and SEK, and using the conventional English or US law governed documentation to give our investors the legal comfort they demand;
-the ability to have English, US or Swedish law govern the arrangements between the Company and its stakeholders (lenders, investors including shareholders agreements, and business partners);
-greater flexibility in the Company’s capital (equity) structure, including different classes of shares;
-the benefits of investor protection treaties with the Russian Federation;
-a base within a legal system that is more developed, more transparent and less exposed to frequent changes, all overseen by an independent judicial system with better mechanisms to enforce judgments;
-more options in obtaining insurance cover of all types;
-more protections afforded to intellectual property;
-easier to attract high quality independent directors.