Investor Presentaiton slide image

Investor Presentaiton

No. Corporate governance principles Criteria for assessing compliance with the corporate governance principle Status of compliance with the corporate governance principle 2.8.4 The board of directors 2.8.5 of the company made sure that the composition of its committees fully met the purposes of the company taking into account the scope of operations and the level of risk. Additional committees were either formed or not recognised as necessary (the strategy committee, the corporate governance committee, the ethics committee, the risk management committee, the budget committee, the health, safety and environment committee, etc.). The composition of the committees is determined in such a way as to allow for a comprehensive discussion of the preliminary considered issues taking into account different views. Committee chairmen regularly inform the board 1. In the reporting period, the board of directors of the company considered whether the structure of the board of directors is appropriate to the scope and nature, business goals and needs, and risk profile of the company. Additional committees were either formed. or not recognised as necessary. 1. The audit committee, the remuneration committee, and the nomination committee (or the relevant committee of a combined nature) were chaired by independent directors in the reporting period. 2. The internal documents (policies). of the company include provisions stipulating that persons not entering the audit committee, the nomination committee (or the relevant committe of a combined nature) and the remuneration committee may attend committee meetings only at the invitation of the chairman: of the relevant committee. 1. In the reporting period, committees chairmen regularly reported 2.8.6 of directors and its chairman on the operations of the committees of the operations to the board of directors. of their committees. 2.9 Observed Observed Observed Annexes Explanations of deviation No. Corporate governance principles from criteria for assessing compliance with the corporate governance principle Criteria for assessing compliance with the corporate governance principle 2.9.2 3.1 The performance of the board of directors, committees and members of the board of directors is assessed on a regular basis at least once a year. an external company (consultant) is engaged at least once every three years to conduct an independent assessment of the quality of the performance of the board of directors. 1. The company engaged an external company (consultant) to conduct an independent assessment of the quality of the performance of the board of directors at least once for the three last reporting periods. Status of compliance with the corporate governance principle Not observed Explanations of deviation from criteria for assessing compliance with the corporate governance principle Criterion No. 1 is not observed. In accordance with Art. 2.9.2 of the Code, the performance of the Board of Directors, Committees and members of the Board of Directors. should be assessed on a regular basis at least once a year. It is recommended to engage an external company (consultant) on an occasional basis (at least once every three years) to conduct an independent assessment of the quality of the performance of the Board of Directors. In view of the fact that the Board of Directors changed more than half of its members in the reporting period, and taking into account the term of office of the Board of Directors in the renewed composition, the Company does not consider it appropriate to conduct an external evaluation of the Board of Directors in the reporting period. The Company is committed to implementing the recommendations of the Code, thus, the Methodology for Assessing the Performance of the Board of Directors and Committees of the Board of Directors of the Company was developed and approved in 2017. The Company plans to perform an assessment using this Methodology. It is planned to consider engaging external organisations to carry out an independent assessment of the performance the Board of Directors for 2022. The corporate secretary of the company is effectively interacting with shareholders, coordinates the actions of the company to protect the rights and interests of shareholders, supports the effective performance of the board of directors 3.1.1 The corporate secretary has the knowledge, experience and qualification sufficient for performing his/her duties, an impeccable reputation 1. The company's website is committed to complying with the recommendations of the Code and the Board of Directors plans to review the results of the Board's self- assessment in an in-person meeting at the end of the reporting period. 3.1.2 and enjoys the trust of shareholders. and the annual report contain curriculum vitae of the corporate secretary (including information on age, education, qualifications, experience) as well as information. on the positions held by the corporate secretary in the management bodies of other legal entities for at least the last five years. Observed Observed The board of directors ensures the assessment of the quality of performance of the board of directors, committees and members of the board of directors Assessment 2.9.1 of the quality of performance of the board of directors is aimed at determination of the effectiveness of performance of the board of directors, committees and members of the board of directors, the degree of compliance of their operations with the company development needs, activation of operations of the board of directors. and identification of areas where their operations can be improved. 1. The Company's internal documents set out the procedures for assessing (self-assessing) the board of directors' performance. 2. The assessment (self-assessment) of the performance of the Board of Directors carried out in the reporting period included an assessment of the performance of the committees, an individual assessment of each member of the board of directors and the board of directors as a whole. 3. The results of the assessment (self-assessment) of the board of directors' performance carried out in the reporting period were reviewed at an in-person meeting of the board of directors. Partially observed Criterion No. 3 is not observed. Consideration of the results of the Board's self-assessment took place at an in-person meeting after the reporting date. The Company 116 PJSC Russian Aquaculture | Annual Report 2021 The corporate secretary has sufficient independence from the executive bodies of the company and has the necessary powers and resources for fulfilling the tasks assigned to him/her. 1. BThe company adopted and disclosed an internal document - the provision on the corporate secretary. 2. The board of directors approves the candidate for the position of the corporate secretary and terminates his/ her powers as well as considers the payment of additional remuneration. 3. The company's internal documents stipulate the corporate secretary's right to request and receive company documents and information from management bodies, structural divisions and officials of the company. www.russaquaculture.ru/en/ ā† = > 117
View entire presentation