Investor Presentaiton
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
1.1.6
The procedure established
by the company for holding
of a general meeting gives all
persons present at a meeting
an equal opportunity
to express their opinion
and ask questions
1. Sufficient time was provided
for reports on the agenda items
and discussion of those items
at general meetings of shareholders
held in the format of face-to-
face meetings (joint attendance
of shareholders) in the reporting
period. Shareholders were given
the opportunity to express
their opinion and ask questions
on the agenda.
2. The company has invited
nominees to the management
and control bodies and has taken
all necessary steps to ensure
their participation in the general
meeting of shareholders, at which
their nominations were put to a vote.
The nominees to the management
and control bodies of the company
present at the general meeting
were available to answer questions
from shareholders.
3. The sole executive body,
the accounting officer,
the chairperson or other members
of the board's audit committee
were available to answer questions
from shareholders at general
meetings of shareholders held during
the reporting period.
4. In the reporting period,
the company used
telecommunication means for remote
access of shareholders to participate
in general meetings or the board
of directors took a reasoned decision
that it was not necessary (possible)
to use such means in the reporting
period.
Not observed
Criteria 1, 2, 3 and 4
are not observed.
The recommendations
considered were not complied
with by the Company due
to the holding of General
Meetings in the form of absentee
voting during the reporting
period.
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.
Furthermore, the Company did
not use telecommunication
means to provide remote
access for shareholders
to participate in the General
Meetings during the reporting
period, as the Company has
not developed technical
requirements for such access
or approved the relevant
documents.
The Company
is committed to implementing
the recommendations
of the Code. The Company's
Board of Directors will take
a reasoned decision on the use
or non-use of such means when
making decisions related
to the preparation and holding
of the General Meetings
of Shareholders.
Annexes
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
Shareholders are given an equal and fair opportunity to share profits of the company through the receipt of dividends
1.2
1.2.1
The company developed
and implemented
1.2.2
1.2.3
1.2.4
a transparent and easily
understandable mechanism
for the determination
of the amount of dividends
and the dividend payment
procedure.
The company makes no
dividend payment decision
if such decision, although
it formally violates no legal
restrictions, is unreasonable
from the financial standpoint
and may lead to the forming
of false perceptions
about the company's
operations.
The company prevents
any adverse impact
on the dividend rights
of existing shareholders..
The company is committed
to excluding any other
ways of obtaining profit
(income) by shareholders
at the expense
of the company except
for dividends
and the liquidation value.
1. The dividend policy
Partially observed
of the company was approved
by the board of directors and disclosed
on the company's website.
2. If the dividend policy
of the company, making up
the consolidated financial statements,
uses the company's reporting
indicators to determine the amount
of dividends, the relevant provisions
of the dividend policy take into
account consolidated financial
reporting indicators.
3. Justification of the proposed
distribution of net profit,
including payment of dividends
and the company's own needs,
and assessment of its compliance
with the dividend policy, explanations
and economic justification
of the need to direct a certain
part of net profit to its own needs
in the reporting period were included
in the materials for the general
meeting of shareholders, the agenda
of which includes the item of profit
distribution (including the payment
(declaration) of dividends).
1. The company's provisions
on the dividend policy, in addition
to the restrictions imposed
by law, define the financial/economic
circumstances where the Company
should not decide to pay dividends.
Observed
1. In the reporting period, the company
Observed
took no actions resulting in an adverse
impact on the dividend rights
of existing shareholders.
1. In the reporting period, there
were no other ways for the persons
controlling the company to receive
profit (income) at the company's
expense other than dividends (e.g.
through transfer pricing, unjustified
provision of services by the controlling
person at inflated prices, through
internal loans substituting dividends
to the controlling person and (or) its
controlled persons).
Observed
Criterion No. 3 is not observed.
In the reporting period,
the Company did
not include in the materials
for the General Meeting
of Shareholders a justification
for the proposed distribution
of net profit (including
for the payment of dividends
and the Company's own needs)
and an assessment of its
compliance with the dividend
policy adopted by the Company.
The Company
is committed to complying
with the recommendations
of the Code and plans to include
this information in the materials
for the General Meetings
of Shareholders in the new
reporting period.
104
PJSC Russian Aquaculture | Annual Report 2021
www.russaquaculture.ru/en/
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