Investor Presentaiton
Annexes
No.
Corporate governance principles
4.1
4.1.2
Criteria for assessing compliance
with the corporate governance principle
Status of compliance
Explanations of deviation
No.
Corporate governance principles
with the corporate
governance principle
from criteria for assessing compliance
with the corporate governance
principle
The level of remuneration paid by the company is sufficient to attract, motivate and retain persons who have the competence
and qualification necessary for the company. Remuneration is paid to members of the board of directors, the executive bodies
and other key executives of the company in accordance with the remuneration policy adopted in the company
4.1.1
The level of remuneration
provided by the company
to members of the board
of directors, the executive
bodies and other key
executives creates sufficient
motivation for their effective
work, enables the company
to attract and retain
competent and qualified.
professionals. At the same
time, the company avoids
greater than necessary
levels of remuneration,
as well as an unjustified
big gap between
the rates of remuneration
of the mentioned persons
and the company employees.
The company's remuneration
policy is developed
by the remuneration committee
and approved by the board
of directors of the company.
The board of directors together
with the remuneration
committee ensures control
over the introduction
and implementation
of the remuneration policy
in the company, and revises
and amends it if necessary.
4.1.3
The company's remuneration
policy contains
transparent mechanisms
for the determination
of the amount
of remuneration of members
of the board of directors,
the executive bodies
and other key executives
of the company and regulates
all types of payments, benefits
and privileges granted
to the mentioned persons.
The company
determines the policy
of expense compensation
(compensations) that specifies
a list of expenses to be
compensated for and the level
of service that the members
of the board of directors,
of the executive bodies
and other key managers
of the company can count
on. Such policy may be
a component of the company's
1. The remuneration of members
of the board of directors,
executive bodies and other
key executives of the company
is determined taking into account
the results of a comparative analysis
of remuneration levels in comparable
companies.
1. In the reporting period,
the remuneration committee
reviewed the remuneration
policy(-ies) and (or) practices of its
(their) implementation, assessed
their efficiency and transparency,
and, if necessary, submitted respective
recommendations to the board
of directors on the revision of the said
policy(-ies).
1. The company's remuneration
policy (policies) contains (contain)
transparent mechanisms
for determining the amount
of remuneration to the members
of the board of directors, the executive
bodies and other key managers
of the company, as well as regulates
(regulate) all types of payments,
benefits and privileges provided
to these persons.
1. The remuneration policy (policies)
or in other internal documents
of the company establish the rules
for compensation of expenses
to the members of the board
of directors, the executive bodies
and other key managers
of the company.
Observed
Observed
Observed
Observed
4.1.4
remuneration policy.
4.2
Criteria for assessing compliance
with the corporate governance principle
Status of compliance
with the corporate
governance principle
Explanations of deviation
from criteria for assessing compliance
with the corporate governance
principle
The system of remuneration to the members of the board of directors ensures convergence of financial interests of the directors
with long-term financial interests of the shareholders
4.2.1
The company pays
a fixed annual remuneration
4.2.2
4.2.3
to the members of the board
of directors. The company does
not pay any remuneration
for participation in individual
meetings of the board.
of directors or its committees.
The company does not apply
any types of short-term
motivation or additional
financial incentives to members
of the board of directors.
The long-term ownership
of the company's shares mostly
contributes to convergence
of financial interests
of the members of the board
of directors with long-term
interests of the shareholders.
In doing so, the company
does not precondition
the right of realisation
of shares by achieving certain
performance indicators
and the members of the board
of directors do not participate
in stock option plans.
The company does
not provide for any additional
payments or compensations
in case of early termination
of the powers of the members
of the board of directors
in connection resulting
1. In the reporting period, the company
paid remuneration to the members
of the board of directors in accordance
with the remuneration policy adopted
by the company.
2. In the reporting period, the company
did not apply any forms of short-term
motivation or additional financial
incentives to the members of the board
of directors, the payment of which
depends on the results (indicators)
of the company's operations. No.
remuneration was paid for participation
in individual meetings of the Board
or Board committees.
1. If the internal document
(documents) the company's
remuneration policy (policies) -
stipulates (stipulate) the provision
of the shares of the company
to the members of the board
of directors, clear rules of ownership
of shares by the members of the board
of directors aimed at encouraging
long-term ownership of such shares
shall be envisaged and disclosed.
1. The company does not provide
for any additional payments
or compensations in case
of early termination of the powers
of the members of the board
of directors resulting from the change
of control over the company
Observed
Observed
Observed
4.3
from the change of control
over the company or otherwise.
or otherwise.
The system of remuneration to the members of the executive bodies and other key managers of the company stipulates the depen-
dence of remuneration on the company's performance and their contribution to achieving this result
4.3.1 The remuneration
to the members
of the executive bodies
and other key managers
of the company is determined
in such a way as to ensure
reasonable and justified
correlation between
the fixed and variable portions
of the remuneration which
depends on the company's
performance and personal
(individual) contribution
of the employee
to the outcome.
1. In the reporting period, the annual
performance indicators approved
by the board of directors were used
to determine the variable remuneration
of members of the executive
bodies and other key executives
of the company.
2. In the course of the last assessment
of the remuneration system
for the members of the executive
bodies and other key managers
of the company performed, the board.
of directors (the remuneration
committee) made sure that
the company uses an effective ratio
between the fixed and variable portions
of the remuneration.
3. In determining the remuneration
payable to members of executive
bodies and other key executives
of the company, The Company
accounts for the risks borne
by the Company to avoid creating
incentives for excessively risky
management decisions.
Observed
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PJSC Russian Aquaculture | Annual Report 2021
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