Investor Presentaiton
Report on Compliance
with the Principles
and Recommendations
of the Corporate Governance
Code
This Report on Compliance with the Principles and Recommendations of the Corporate Governance Code was reviewed
by the Board of Directors of PJSC Russian Aquaculture on the meeting of 30 May 2022 (Minutes No. 374 dated 30 May
2022). Following the results of the review, the Board of Directors confirms that the data contained in this Report
represent complete and reliable information on the Company's compliance with the principles and recommendations
of the Corporate Governance Code in 2021.
Assessment methodology: compliance with the corporate governance principles recognised in the Corporate
Governance Code has been assessed in accordance with the template proposed in the recommendations
on the preparation of a report on compliance with the principles and recommendations of the Corporate Governance
Code (Letter of the Bank of Russia No. IN-06-28/102 dated 27 December 2021).
Annexes
No.
Corporate governance principles
1.1.3
1.1.4
During the preparation
and holding of a general
meeting, shareholders had
an opportunity to receive
information about the meeting
and files of the meeting
in a free and timely manner,
ask questions to the executive
bodies and members
of the board of directors
of the company, communicate
with each other.
Shareholders came across
no unjustified difficulties
in exercising of the right
to demand convention
of a general meeting,
nominate candidates
to the management bodies
and propose agenda items
of a general meeting.
Each shareholder had
an opportunity to exercise
the right to vote in the easiest
and most convenient way
without any obstacles.
Criteria for assessing compliance
with the corporate governance principle
1. In the reporting period,
shareholders were given
an opportunity to ask questions
to members of the executive
bodies and the board of directors
of the company when preparing
and in the course of the general
meeting.
2. The position of the board
of directors (including dissenting
opinions entered in the minutes, if any)
on each agenda item of the general
meetings held in the reporting period
was included in the files of the general
meeting of shareholders.
3. The company granted eligible
shareholders access to the list
of persons entitled to participate
in the general meeting from the date
of its receipt by the company, in all
cases of holding of general meetings
in the reporting period.
1. The company's charter provides
for a period for shareholders
to propose agenda items of the annual
general meeting within at least
60 days from the end of the relevant
calendar year.
2. In the reporting period, the company
did not refuse to accept proposals
related to the agenda items
or candidates to the company bodies
due to misprints and other insignificant
shortcomings in the shareholder's
proposal.
1. The company's charter
provides for an electronic ballot
to be filled in on the website given
in the message on the general
meeting of shareholders.
Status of compliance
with the corporate
governance principle
Partially observed
Observed
Not observed
Explanations of deviation
from criteria for assessing compliance
with the corporate governance
principle
Criterion No. 1 is not observed.
Since the General
Meetings of Shareholders
were held in the form.
of an absentee vote in the year
under review, shareholders had
no opportunity to ask questions
to members of executive bodies
and the Board of Directors
in the course of the General
Meeting.
However, the Company's
messages announcing
the General Meeting always
contain a telephone number
for shareholders to contact
the Company's management
and members of the Board
of Directors, among other things.
Criterion No. 1 is not observed.
The Company's Charter
does not provide
for an electronic ballot to be
filled in on the website given
in the message on the General
Meeting of Shareholders.
The Company
is committed to implementing
the recommendations of the Code
and plans to adopt a new version
of the Charter which will include
a provision on the possibility
of filling in an electronic ballot
on the website.
No.
Corporate governance principles
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
1.1.5
1.1
1.1.1
1.1.2
The company has to ensure equal and fair treatment of all shareholders in exercising their right to take part in the company
management
The company creates
the most favourable
conditions for shareholders
to participate in the general
meeting, develop a justified
position on the agenda
items of a general meeting,
coordinate their actions,
as well as an opportunity
to express their views.
on the items considered.
The procedure for informing
about holding of a general
meeting and providing files
to a general meeting gives
shareholders an opportunity
to prepare properly
for the participation therein.
1. The company ensures easy
communication, such as via a hotline,
email or an internet forum allowing
shareholders to express their opinion
and submit agenda items in the course
of the preparation for a general
meeting.
These ways of communication were
prepared by the company and made
available to shareholders for each
general meeting during the reporting
period.
In the reporting period, a message
on holding of a general meeting
of shareholders is posted (published)
on the company's website at least
30 days before the date of the general
meeting, unless a longer period
is stipulated by law.
The message on the meeting
indicates the place of the meeting
and the documents necessary
for admission to the premises.
Shareholders were provided
with access to the information
about the person proposing
the agenda items and nominating
candidates to the board of directors
and the auditing commission (in case
the commission shall be formed as per
the company's charter).
Observed
Observed
102
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