Investor Presentaiton
Nomination and Remuneration Committee
of the Board of Directors
Sustainability Committee
of the Board of Directors
Corporate governance
Anna
VASILENKO
Chair of the Nomination
and Remuneration Committee
The newly elected Nomination and Remuneration
Committee of the Board of Directors addressed
a new incentive and KPI system as well as approaches
to succession of the Company's key management.
In 2022, the Committee will consider the elaboration
of KPI and long-term incentives system for employees,
conduct an external assessment of the Company's
top management, and focus on HR matters affecting
the Company's sustainable development.
The Committee's primary objective is to ensure the high
performance of the Board of Directors in handling
corporate HR policy, standards and principles of selecting
candidates to the management bodies of the Company
as well as the attraction of the most qualified specialists
to the subsidiaries and affiliates' management.
Committee's core competences:
.
•
•
developing the Company's overall HR policy;
elaborating the remuneration policy and various
employee incentive programmes, overseeing
their implementation and enforcement;
evaluating the performance of the Company's
executive bodies, including a preliminary review
of reports on KPI fulfilment;
planning key appointments and making
recommendations to the Board of Directors
on candidates for key positions within the Board
competence;
• analysing qualifications and independence of all
candidates to the Board based on the information
available to the Committee;
• assessing the composition of the Board
of Directors in expertise, experience, independence
and involvement of its members in the Board activities,
and identifying priority areas to make the Board
stronger;
• preparing recommendations on a performance
evaluation system for the Company's Board
of Directors and its Committees;
• recommending to the Board of Directors that,
•
in certain cases, a candidate (or a member) be
deemed independent, notwithstanding any formal
affiliation with the Company, its material shareholder,
counterparty or competitor;
developing guidelines to create an introductory course
for new Board members.
The Committee is chaired by an independent member
of the Board of Directors, as per the Corporate
Governance Code of the Bank of Russia.
The Nomination and Remuneration Committee
as at 31 December 2021 was elected on 30 June 2021¹
to include three members:
.
Anna Vasilenko (Chair);
.
Sayyora Ayupova;
.
Vladislav Pogulyayev.
2021 saw six meetings: four meetings were held
by absentee vote and the rest was in person (a physical
meeting of members).
The Committee assessed the independence of the Board
members, reviewed the Company's current incentive
and KPI system for 2021, analysed continuity of functions
by key staff of the Group, and addressed turnover. Later
on, the Committee submitted its recommendations
to the Board of Directors.
Ekaterina
CHERNOVA
Chair of the Sustainability
Committee
The aquaculture industry has always been socially
and environmentally minded. The Company offers
healthy products and thus contributes a lot
to food security in Russia. We create new jobs and apply
the latest approaches to workplace safety, motivation,
and development of our employees.
PJSC Russian Aquaculture established the Sustainability
Committee under the Board of Directors in 2021
to respond to the growing focus on sustainability aspects
from investors and other stakeholders (banks, regulators,
and its partners).
The Committee members have a lot of challenging tasks
to complete so 2021 marked more meetings than planned.
We prepared a detailed sustainability action plan
(roadmap) for 2022-2023 in collaboration with managers
and external consultants. An emphasis is put
on environmental and social responsibility measures, while
non-financial reporting is subject to gradual settlement.
The roadmap will ensure a higher level
of sustainability management and disclosure to all
stakeholders. The Committee is meant to guarantee
a high performance of the Board of Directors to solve
sustainability issues in the Company. PJSC Russian
Aquaculture views sustainable development as a process
of economic and social changes whereby natural
resources, investments, sci-tech focus, personal
development, and institutional change are aligned
and bolster existing and future capacity to meet
the human needs of both current and future generations.
In the meantime, its sustainable development comprises
such specific activity areas as environmental protection,
natural resource condition, waste management, social
issues, labour practices, gender and other diversity
among employees, occupational safety, and corporate
governance.
The Sustainability Committee is consistent
with the best corporate practices and sustainability
trends. The Company's engagement in sustainability
agenda enhances its business reputation and investment
appeal.
Committee's core competences:
assessing compliance with the sustainable
development goals;
• identifying priority areas;
developing the Company's sustainability,
environmental, and social responsibility strategy
and summarising its implementation;
analysing compliance of the Company's
existing sustainability policies and procedures
with the interests of shareholders and investors,
the strategy, and regulatory requirements; preparing
recommendations on the improvement of such policies
and procedures;
considering material sustainability risks and plans
to mitigate their adverse impacts;
• control over the reinforcement of the Board's decisions
on the Committee's tasks and functions;
overseeing preparation and publication
of the Company's sustainability report
and a sustainability part of its annual report, providing
guidelines for the sustainability report approval.
The Sustainability Committee as at 31 December
2021 was elected on 30 June 2021¹ to include three
members:
Ekaterina Chernova (Chair);
Anna Vasilenko;
Andrey Marchenko.
2021 had two physical meetings of all Committee
members².
The Committee reviewed the Company's ESG audit
report made by external consultants, discussed
the prospects of its ESG rating, considered a roadmap
for management and disclosure of sustainability aspects
for 2022-2024, and gave relevant recommendations
to the Board.
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PJSC Russian Aquaculture | Annual Report 2021
1 Meeting Minutes of the Board of Directors No. 348 dated 30 June 2021.
2 Including videoconferencing.
www.russaquaculture.ru/en/
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