Investor Presentaiton
No.
Corporate governance principles
Criteria for assessing compliance
with the corporate governance principle
Status of compliance
with the corporate
governance principle
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
Status of compliance
with the corporate
governance principle
Explanations of deviation
from criteria for assessing compliance
with the corporate governance
principle
Annexes
4.3.2
4.3.3.
The company implemented
the programme of long-term
motivation for the members
of the executive bodies
and other key managers
of the company using
the shares of the company
(options or other derivative
financial instruments,
the underlying asset
for which are the shares
of the company).
The amount of compensation
(golden parachute)
that the company pays
in case of early termination
of their powers to the members
of the executive bodies
or key managers,
as initiated by the company,
and in the absence of unfair
acts on their part, shall
amount of the fixed portion
not exceed a twofold.
of the annual remuneration.
5.1
1. If the company has introduced
a long-term incentive scheme
for members of executive
bodies and other key executives
of the company using company
shares (financial instruments
based on company shares),
the scheme implies that the right
to sell such shares and other financial
instruments is gained not earlier
than three years from the date
of acquiring them. At the same
time, the right of their realisation
is dependent on the achievement
of certain performance indicators
of the company.
1. The amount of compensation
(golden parachute) that the company
pays in case of early termination
of their powers to the members
of the executive bodies or key
managers, as initiated by the company,
and in the absence of unfair acts
on their part, did not exceed
a twofold amount of the fixed portion
of the annual remuneration during
the reporting period.
Observed
Observed
The company has established an effective risk management and internal control system aimed at providing reasonable
assurance that the company's purposes will be accomplished
5.1.1
The board of directors
determined the principles
5.1.2
5.1.3
of and the approaches
to setting up the risk.
management and internal
control system in the company.
The executive bodies
of the company ensure
establishing and continuous
functioning of the effective
risk management and internal
control system in the company.
The risk management
and internal control system
of the company provides
an objective, fair and clear
view of the current state
and prospects of the company,
integrity and transparency
of the company's
reporting, reasonableness
and acceptability of the risks
taken by the company.
1. The functions of various corporate
bodies and units of the company
in the risk management and internal
control system are clearly defined
in internal documents/respective
policy of the company approved
by the board of directors.
1. The executive bodies of the company
ensured distribution of obligations,
powers and responsibilities in respect
of risk management and internal
control between the heads (chiefs)
of the units and departments
accountable to them.
1. The company has an approved anti-
corruption policy.
2. The company ensured
a safe, confidential
and easy-to-use way (hotline)
of informing the board of directors
or the audit committee under the board
of directors on the facts of violation
of the legislation, the internal
procedures and the ethical code.
of the company.
Observed
Observed
Partially observed
5.1.4
5.2
Observed
The board of directors
of the company takes
necessary measures to make
sure that the risk management
and internal control system
of the company is consistent
with the principles
of and approaches
to its organisation defined
by the board of directors
and is functioning effectively.
1. In the reporting period, the board
of directors (audit committee and/
or risk committee, if any) organised
an assessment of the reliability
and effectiveness of the risk
management and internal control.
system.
2. In the reporting period the board
of directors reviewed the results
of the assessment of the reliability
and effectiveness of the company's
risk management and internal control
system, and the details of the review
are included in the company's annual
report.
In order to ensure a systematic independent assessment of reliability and efficiency of the risk management and internal control
system and of the corporate governance practice, the company arranges for internal audit
5.2.1
The company has a separate
structural unit or engages
1. To conduct an internal audit,
an independent external
5.2.2
6.1
Criterion No. 1 is not observed.
The Company does not have
an approved anti-corruption
policy.
The Company aims to implement
the recommendations
of the Code and is in the process
of agreeing the provisions
of the Company's Anti-Corruption
Policy with the Company's Board
of Directors.
The approval of the Anti-
Corruption Policy by the Board
is expected in 2022.
company to conduct
an internal audit.
The functional
and administrative
accountability of the internal
audit unit is differentiated.
Functionally, the internal audit
unit reports to the board
of directors.
The internal audit unit
assesses the reliability
and effectiveness of the risk
management and internal
control system, as well
as the corporate governance,
and applies generally
accepted standards of internal
audit.
the company established
a separate structural internal
audit unit functionally reporting
to the board of directors or engaged
an independent external company
following the same accountability
principle.
1. In the reporting period, internal
audit assessed the reliability
and effectiveness of the risk
management and internal control
system.
2. In the reporting period, internal
audit assessed corporate governance
practices (individual practices),
including communication procedures
(including those related to internal
control and risk management) at all
management levels of the company,
as well as stakeholders relations.
Observed
Observed
The company and its activities are transparent for shareholders, investors and other interested persons
6.1.1 The company has developed
and implemented
an information policy that
ensures effective information
exchange between
the company, shareholders,
investors and other interested
persons..
1. The board of directors
of the company approved
the company's information
policy developed with regard
to the recommendations of the Code..
2. In the reporting period,
the board of directors (or one
of its committees) reviewed
the efficiency of communication
between the company, shareholders,
investors and other stakeholders
and the advisability (necessity)
to revise the company's information
policy.
Observed
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PJSC Russian Aquaculture | Annual Report 2021
www.russaquaculture.ru/en/
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