Investor Presentaiton
En+
GROUP
CORPORATE GOVERNANCE
BOARD
OF DIRECTORS
The Board adheres to the consistent approach that aims to create a long-
term value of the Company by supporting the balance between short-
term and long-term objectives.
Board composition and attendance
Board attendance and number of meetings in 2021
EXECUTIVE CHAIRMAN OF THE BOARD
Lord Barker
NON-EXECUTIVE DIRECTORS
En+ Group Annual Report 2021
Appointed on
Resigned on
Attendance
17.10.2017
25.03.2022
17/17
STRATEGIC REPORT
Anastasia Gorbatova
15.12.2021
08.02.2019
29.05.2019
2/2
17/17
09.12.2021
14/14
Elena Nesvetaeva
Ekaterina Tomilina
08.02.2019
08.02.2019
17/17
26.05.2021
6/6
Timur Valiev
26.05.2021
11/11
INDEPENDENT NON-EXECUTIVE
DIRECTORS
Christopher Burnham
Alexander Chmel
CORPORATE GOVERNANCE
27.01.2019
17/17
27.01.2019
26.05.2021
27.01.2019
27.01.2019
27.01.2019
26.05.2021
26.05.2021
6/6
11/11
31.03.2022
26.05.2021
07.03.2022
17/17
6/6
17/17
27.01.2019
25.09.2020
11/11
17/17
17/17
TOTAL NUMBER OF MEETINGS
17
The Board of Directors
of the Company
is responsible to all of En+
Group's stakeholders
for the strategic
management
of the Company
As at 31 December 2021, there were 12
directors on the Board, including
seven independent non-executive
directors, four non-executive directors
and the Executive Chairman of the Board.
As at the date of this Report, there
are nine directors on the Board, including
five independent non-executive directors
and four non-executive directors.
In accordance with the Barker Plan
and as a condition to the removal
of the Company from OFAC's SDN
List, the Company announced
on 28 January 2019 the immediate
appointment of 7 new independent
non-executive directors, namely:
Christopher Burnham
•
e
•
Carl Hughes
Joan MacNaughton
Nicholas Jordan
°
Igor Lojevsky
•
Alexander Chmel
Andrey Sharonov
On 8 February 2019, Lord Barker was
appointed as Executive Chairman of
the Board and Christopher Burnham
as Senior Independent Director.
Lord Barker's appointment
came with additional powers
and responsibilities, designed
to enhance the control of the Board
over the corporate governance systems
and procedures of the Company.
The appointment was aimed at further
increasing cooperation between
the Board and the Company's
management, with the ultimate
objective of promoting the successful
performance of the Company.
Most of the above directors
were re-elected in 2021 by the annual
GSM. On 26 May 2021, the annual GSM
has elected two new independent non-
executive directors: Thurgood Marshall
Jr. and Zhanna Fokina. On 15 December
2021, following resignation of Anastasia
Gorbatova, who has served as a director
of the Company since May 2019, one
new non-executive director, Olga Filina,
was elected to fill in the vacant position.
On 7 March 2022, Joan MacNaughton
has resigned from the Board.
On 25 March 2022, Lord Barker has
resigned from his role as Executive
Chairman of the Board and as a director,
Christopher Burnham has been elected
as Chairman of the Board on the same
date. On 31 March 2022, Carl Hughes
has resigned from the Board.
The quality and breadth of experience
of the directors, and the balance
of the Board's composition
are intended to protect and promote
the Board's effectiveness.
During 2021, the Board held
17 meetings, and all of them
were held in the form of
absentee voting
Olga Filina
Vadim Geraskin
Zhanna Fokina
Carl Hughes
Nicholas Jordan
Joan MacNaughton
Thurgood Marshall Jr.
Andrey Sharonov
Andrey Yanovsky
116
Lord Barker's plan regarding the removal of the OFAC Sanctions from the Company was announced
on 27 April 2018 and subsequently adopted by the Board on 18 May 2018. The plan provided
for the reduction of Mr. Deripaska's shareholding to below 50% and the appointment of certain new
directors such that the Board would include a majority of newly appointed independent directors.
Further details in connection with the Barker Plan were disclosed, in particular, in the Company's
2018 Annual Report, available on the Company's website at https://enplusgroup.com/en/investors/
results-and-disclosure/annual-reports/.
The number of meetings attended/maximum number of meetings
the directors could have attended.
FINANCIAL STATEMENTS
APPENDICES
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