Investor Presentaiton
Self-assessment of the Board of Directors, Its Committees
and Members
The assessment targets the Board of Directors
and Committees' performance, compliance
with the Company's needs, and activity areas to be
refined.
Given two thirds of the Board of Directors renewed
from H2 2021, the assessment covered the period
from 30 June 2021 to 31 December 2021.
In 2021, self-assessment of the Board of Directors,
its Committees and members showed their high
performance. Board meetings were arranged and held
to a high standard, and members and managers freely
shared their opinions, while an e-voting system was
high-grade as well. The Chair, independent members
and the Company's Corporate Secretary received
the highest assessment results.
The report on the performance assessment
of the Board of Directors, its members and Committees
at PJSC Russian Aquaculture was considered at an in-
person meeting of the Board of Directors on 22 March
2022 and made known to the Board.
Board members also presented their proposals
to the Company's management for further improvement
of the Board of Directors and its Committees.
It sets forth the amount and procedure for remuneration,
reimbursement and compensation to all members
of the Board of Directors at PJSC Russian Aquaculture.
The annual base remuneration for members of the Board
of Directors approved by the General Meeting
of Shareholders:
RUB 3 million
for independent Board members, with additional
RUB 1 million for participation in each committee they will
belong to
RUB 2,5 million
for other Board members
Liability Insurance for the Board
of Directors
Company management is a complex process that
involves the possibility of reasonable and good faith
decisions of governing bodies to be wrong and have
adverse effects on the Company.
In this regard, the Company finances liability insurance
for members of the Board of Directors from its own
funds. Liability insurance allows for the compensation
for losses to the Company or third parties
and significantly reduces the legal risks of participating
in the Board of Directors.
In 2021, the liability of members of the Company's Board
of Directors was insured by JSC SOGAZ with a liability
limit of RUB 1 billion.
Payments to Board Members in 2021
RUB 1m
million
an increase in the annual base remuneration given
an independent member is elected as the Chair
of the Board of Directors
RUB 1 billion
liability limit of the Board members
insured in 2021
No.
Full name
1
Sayyora Ayupova
2
Anna Vasilenko
3
Dmitry Vasilkov
4
Maksim Vorobyov
5
Arne Geirulv
6
Roman Kascheyev
7
Azamat Kumykov
8
Andrey Marchenko
9
Denis Melnik
10
Lyudmila Mikhaylova
11
Vladislav Pogulyaev
12
Sergey Sirotenko
13
Ekaterina Chernova
Remuneration for participation on the Board
Reimbursement
(RUB)
2,513,888.91
2,513,888.91
2,011,111.09
0
The Company pays sufficient remuneration to members
of the Board of Directors to attract and motivate
individuals with the skills needed.
Remunerations, reimbursements and compensations
to the Board members are accrued and paid
under the Regulation on Payment of Remunerations
and Compensations to Members of the Board
2,499,998.42
3,544,545.32
2,011,111.09
1,243,054.00
3,254,165.09
1,243,054.00
1,243,054.00
2,513,888.91
1,243,054.00
2,499,998.42
O
of Directors of PJSC Russian Aquaculture approved
by the decision of the General Meeting of Shareholders
dated 30 June 2021 (Minutes No. 64 dated 30 June 2021).
The Regulation provides for transparent ways
of setting the remuneration amount and outlines cases
and procedures for reimbursement.
No bonuses are payable to members of the Board
of Directors under the Regulation.
The annual base remuneration is paid to Board members
provided they participated in over 50% of meetings
(in-person and remote ones) during the regular pay
period. A member of the Board of Directors may refuse
remuneration for participating in the Board.
The Regulation sets out the cases of reimbursement
of expenses associated with duties of members
of the Board of Directors.
The following expenditures are subject
to reimbursement:
.
•
•
travel expenses to the venue of the meeting and back;
accommodation costs;
expenses not related to participation in meetings
but rather to the Company's business;
⚫ expenses associated with consulting on agenda items
considered at meetings of the Board of Directors.
50
PJSC Russian Aquaculture | Annual Report 2021
www.russaquaculture.ru/en/
Corporate governance
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