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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 118 PJSC Russian Aquaculture | Annual Report 2021 www.russaquaculture.ru/en/ < & = 119
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