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
= >
117View entire presentation