Investor Presentaiton
En+
GROUP
En+ Group Annual Report 2021
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
APPENDICES
CORPORATE GOVERNANCE
COMMITTEES
AUDIT AND RISK
Composition
Pursuant to the Regulations
on the Audit and Risk Committee,
approved by the Board
on 13 December 2019, the A&RC
consists of members, all
of whom have been determined
by the Board to be independent
non-executive directors,
recognised as such pursuant
to the Listing Rules of the Moscow
Exchange. The Committee
meets at least once per quarter
of the Company's financial year.
The current composition
of the A&RC is as follows:
°
°
Christopher Burnham
Andrey Sharonov
Andrey Yanovsky
The A&RC is responsible, inter
alia, for the following matters:
Overseeing the integrity,
completeness and accuracy
•
•
of the financial statements
of the Company
and the consolidated financial
statements of the Group
Reviewing material aspects
of the Company's and its
subsidiaries' accounting policies
to ensure that they are appropriate
and consistently applied
Reviewing the Company's
annual report (including
the annual consolidated financial
statements) and making
recommendations to the Board
with respect to its contents
Reviewing material matters
and judgments (including
significant financial reporting
estimates and judgements)
regarding the Company
and the consolidated
financial statements
Monitoring the adequacy, reliability
and effectiveness of operation
of the Group's systems of risk
management and internal control
Reviewing and assessing
the implementation of risk
management and internal
control policies to ensure that
the systems of risk management
and internal control are adequate
and operating effectively
Monitoring and assessing
any important new systems
(including IT systems)
and ensuring that related controls
are adequate, reliable and effective
Ensuring that the internal
audit function is independent
and unbiased
Assessing the effectiveness
of the internal audit function
Controlling the operating
effectiveness of the system
for reporting potential cases
of fraud by the Group's employees
and third parties, and other
violations within the Group
The A&RC is also responsible
for reviewing the effectiveness
of the external audit process
and of the external auditor,
in conjunction with any other
relevant Board committees.
In 2021, the A&RC held six
meetings. The A&RC meetings
have been to consider financial
statements, internal audit reports
and plan for 2022, control
and risk management reports,
external audit reports.
CORPORATE
GOVERNANCE G
Composition
Pursuant to the Regulations
on the CGC approved by the Board
on 1 December 2020, the majority
of CGC members are represented
by independent directors recognised
as such pursuant to the Listing Rules
of the Moscow Exchange. The CGC
meets at least three times a year.
The current composition
of the CGC is as follows:
°
Andrey Sharonov, as chairman
Olga Filina
Zhanna Fokina
The CGC's primary role is to oversee
the Company's and the Group's
corporate governance matters.
The responsibilities of the CGC
are the following:
Determining the priorities
of the Group in the area
of corporate governance
Reviewing the corporate
governance system and corporate
values of the Company
for compliance with the goals
and objectives of the Company,
and the scale of its business
and risks assumed
In 2021, the CGC held one meeting
to consider D&O liability insurance
policy of the Company.
NOMINATIONS N
Composition
Pursuant to the Regulations
on the NC approved by the Board
on 1 December 2020, the NC
members are represented
by independent directors recognised
as such pursuant to the Listing Rules
of the Moscow Exchange. The NC
meets at least three times a year.
The current composition
of the NC is as follows:
Andrey Sharonov, as chairman
Zhanna Fokina
•
The NC's primary role is to develop
recommendations to the Board
on Board performance evaluation
and planning internal appointments.
The primary responsibilities of the NC
are, inter alia, the following:
Conducting a detailed
formalised self-evaluation
and external performance
evaluation of the Board, its
members, and the Board
committees on an annual basis,
and determining priority areas
to improve the Board's capacity
Organising external
performance evaluation
of the Board and its members
and of the Board committees
Interacting with shareholders
(including minority shareholders)
to develop recommendations
to shareholders regarding
voting on the Board elections
°
°
Planning appointments so
as to ensure the continuity
of activities of the CEO, develop
recommendations to the Board
regarding nominations
for the position of the Corporate
Secretary (head of the unit
functioning as the Corporate
Secretary), and recommendations
to the Board regarding nominees
for the position of the head
of the Internal Audit Service
and the CEO of the Company
Assessing the independence
of the Board members
Taking part in the ongoing
advanced professional training
of the Board members
Considering the current
and expected needs
of the Company in terms
of the professional qualifications
of the Company's CEO,
in the interests of the Company's
competitiveness and development,
and succession planning
for such persons
In 2021, the NC held four meetings.
The majority of NC meetings
have been to consider selection
of candidates as Board members
of the Company or its subsidiaries.
REMUNERATION R
Composition
The RemCom consists of a majority
of independent directors. The RemCom
meets at least three times during
a financial year of the Company.
The current composition
of the RemCom is as follows:
°
•
Christopher Burnham, as chairman
Thurgood Marshall Jr.
Elena Nesvetaeva
Timur Valiev
Andrey Yanovsky
The RemCom is responsible, inter
alia, for the following matters:
0
Developing and revising from time
to time the Company's remuneration
policy for Board members, the CEO,
the Corporate Secretary, the head
of the Internal Audit Service,
and developing parameters of short-
term incentive programmes
Supervising the introduction
and implementation
of remuneration policy
and various incentive programmes
in the Company, and revising
the policy and programmes
as and when necessary
Performing preliminary year-end
performance evaluation of the CEO
in the context of the established
remuneration criteria,
and performing a preliminary
assessment of achievement
by the CEO of the targets under
the long-term incentive programme
Developing recommendations
to the Board on determining
the amount of remuneration
and principles of bonus payment
for the Company's Corporate
Secretary, performing a preliminary
year-end performance evaluation
of the Company's Corporate
Secretary, as well as issuing proposals
on bonus payment to the Company's
Corporate Secretary
Supervising the disclosure
of remuneration policies
and procedures,
and of the ownership
of the Company shares by Board
members and the person acting
as the CEO in the annual report
and on the Company's website
In 2021, the Remcom held
two meetings and mainly
considered KPIs of the CEO.
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