Investor Presentaiton
Annexes
No.
Corporate governance principles
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
Criteria for assessing compliance
with the corporate governance principle
6.3
6.3.1
6.3.2
7.1
7.1.1
The company provides information and documents as requested by the shareholders in accordance with principles of fairness
and convenience.
There are no unreasonable
difficulties for shareholders
in exercising their right
of access to the company's
documents and information.
When the company provides
information to shareholders,
it maintains a reasonable
balance between
the interests of individual
shareholders and the interests
of the company itself seeking
to protect the confidentiality
of important commercial
information, which
can have a significant
impact on the company's
competitiveness.
1. The company's information
policy (internal documents defining
the information policy) defines a non-
onerous procedure for providing
access to the company's information.
and documents upon shareholders'
request.
2. The information policy (internal
documents defining the information
policy) contains provisions stipulating
that, if a shareholder requests
information on organisations
controlled by the company,
the company shall make the necessary
efforts to obtain such information
from the relevant organisations
controlled by the company.
1. During the reporting period,
the company did not refuse
to satisfy the shareholders' requests
for information, or such refusals were
justified.
2. In cases provided
for by the information policy
of the company, shareholders
are warned of the confidential nature
of information and undertake to keep
it confidential.
Observed
Observed
The actions that significantly influence or may influence the structure of the share capital and financial standing of the company
and, accordingly, the shareholders' state (material corporate actions), are performed on equitable conditions that ensure
compliance with the rights and interests of the shareholders as well as of other stakeholders
Material corporate actions
include reorganisation
of the company,
acquisition of 30 percent
and more of the voting
shares of the company
(acquisition), the performance
of material transactions
by the company, increase
or decrease of the share
capital of the company,
listing and delisting
of shares of the company
and other actions that may
lead to a significant change
in the shareholders' rights
or infringe upon their interests.
The charter of the company
defines a list (criteria)
of transactions or other
actions that are recognised
as material corporate
actions, and such actions
refer to the competence
of the company's board.
of directors.
1. The company's charter define
the list(criteria) of transactions
or other actions that constitute
material corporate actions.
Decision-making in respect
of material corporate actions
refers to the competence
of the board of directors
as stated in the charter. When
these corporate actions are directly
referred by the legislation
to the competence of the general
meeting of shareholders. The board
of directors makes recommendations
to shareholders accordingly
Not observed
Criterion No. 1 is not observed.
The Charter of the Company has
no concept of material corporate
action.
The mandatory competence
of the Board of Directors
of the Company, stipulated
in the Law on Joint-Stock
Companies has been
substantially extended,
particularly, due to the issues
that may influence the structure
of the Company's share
capital and financial standing
and therefore the standing
of the shareholders..
The Company
is committed to implementing
the recommendations
of the Code and plans to develop
and approve amendments
to the Company's internal
documents in 2022, which,
among other things, will define
the list of transactions and other
actions that constitute material
corporate actions.
7.1.2
The board of directors
plays a key role in making
decisions or developing
recommendations concerning
material corporate actions;
the board of directors relies
on the position of independent
directors of the company.
1. The company has a procedure
whereby independent directors
express their position
on material corporate actions prior
to their approval.
7.1.3
The company ensures
equal conditions for all
of its shareholders if material
corporate actions affect
the rights and legal
interests of shareholders,
and implements additional
measures protecting
the rights and legal
interests of shareholders
of the company if
the legal mechanisms
aimed at protecting
the rights and legal
interests of shareholders
are insufficient.
The company is guided
not only by formal legal
requirements but also
by the corporate governance
principles set forth
in the Code.
1. Given the nature of the company's
business, the board of directors
is authorised by the company's
charter to approve other transactions
that are material to the company,
in addition to those provided
for by law.
2. During the reporting period, all
the material corporate actions went
through the procedure of approval
prior to their execution.
Status of compliance
with the corporate
governance principle
Not observed
Partially observed
Explanations of deviation
from criteria for assessing compliance
with the corporate governance
principle
Criterion No. 1 is not observed.
The Charter of the Company has
no concept of material corporate
action.
However, in practice,
the independent directors declare
their position on the corporate
actions they deem material prior
to their approval.
The Company
is committed to implementing
the recommendations
of the Code and plans to develop
and approve amendments
to the Company's internal
documents in 2022, which,
among other things, will define
the list of transactions and other
actions that constitute material
corporate actions.
Criterion No. 2 is not observed.
The Charter of the Company has
no concept of material corporate
action.
The Company
is committed to implementing
the recommendations
of the Code and plans to develop
and approve amendments
to the Company's internal
documents in 2022, which,
among other things, will define
the list of transactions and other
actions that constitute material
corporate actions.
The Company aims
to ensure that all transactions
of the Company requiring
approval from the governing
bodies are approved before
they take place. In the reporting
period, there were several
transactions approved by way
of subsequent approval.
Interested party transactions,
large-scale transactions,
resolutions on the participation
in investment projects,
disposal of assets, etc. undergo
the procedure of approval
by the General Meeting
of Shareholders / prior approval
by the Board of Directors
(with mandatory account
for the position of the relevant
Committee).
124
PJSC Russian Aquaculture | Annual Report 2021
www.russaquaculture.ru/en/
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