Investor Presentaiton
Onboarding New Board Members
Board Operations Plan for 2022
Corporate Secretary
In 2021, more than half of PJSC Russian Aquaculture's
Board of Directors was renewed. Newly elected
members received a list of materials developed
to help them learn about the Company's activities
and the production specifics. It includes the Company's
constituent documents, regulations on governing
bodies, the Company's strategy, annual reports, basics
of Atlantic salmon aquaculture, videos and articles
about the Company's activity.
For prompt communication between the Company's
management and members of the Board of Directors,
an electronic document management system has been
established for the Board members to review materials
of future Board meetings and materials and minutes
of previous meetings, as well as to vote on agenda items
at remote meetings, ask questions, and leave individual
opinions.
In September 2021, a Board of Directors held an offsite
meeting in Murmansk - the city of the Company's core
operations. Board members visited fish cages complexes
and a processing plant, and went through the main
production processes.
At the end of 2021, the Board of Directors approved its
timetable for 2022.
A preliminary corporate action plan includes nine
meetings of the Company's Board of Directors, with three
of them to be held in person and the agenda items to be
considered at in-person Board meetings. The items shall
address a performance assessment report of the Board
of Directors, Board members and Board committees,
as well as a management performance report for 2021,
IFRS statements for 2021, management reports
on execution of Board instructions, a corporate action
plan up to the end of 2022, a business plan for 2023,
and long-term incentives for top management.
The Board of Directors will convene five General
Meetings of Shareholders to address the approval
of the Company's internal documents, dividends
payment, transactions, an annual report and annual
accounting (financial) statements, an auditor,
as well as the election and remuneration approval
for participation in the Board of Directors
and the Auditing Commission.
9
meetings
of the Company's Board of Directors.
in the corporate action plan
FDA
3
in-person meetings
5
General Meetings
of Shareholders
planned by the Board of Directors
The Company Secretary is a person who ensures
effective communication with and between stakeholders,
the Board of Directors, and the Company's management.
Primarily, the Corporate Secretary undertakes
the Company's compliance with Russian law, the Charter,
and other internal corporate governance documents
to protect the rights and interests of the Company's
shareholders. The Corporate Secretary shall operate
under the applicable laws of the Russian Federation,
the Company's Charter and other internal documents,
as well as decisions of General Meetings of Shareholders
and the Board of Directors, and the Regulation
on the Corporate Secretary of PJSC Russian Aquaculture
approved by the Board of Directors on 29 September
20161
The Corporate Secretary participates in organising
and holding meetings of the Board of Directors
and General Meeting of Shareholders. The Corporate
Secretary post requires a higher legal, economic
or business education, at least three years of relevant
professional experience, with at least two years
of experience in corporate governance, impeccable
reputation, and no criminal record.
The Corporate Secretary reports to the Board
of Directors functionally and to the Company's Chief
Executive Officer administratively. Based on the Board
of Directors' decision, the Corporate Secretary
is appointed by the CEO.
Corporate Secretary's key functions:
connecting the Company with regulatory bodies,
market operators, registrar, and other professional
securities market participants within the Corporate
Secretary's authority;
acting as secretary of the Board of Directors
and performing relevant functions;
swiftly informing the Board of Directors of all detected
breaches of Russian law and internal regulations
of the Company;
• ensuring the Company's interaction with its
shareholders and participating in the prevention
of corporate conflicts;
providing the procedures set by law and the Company's
internal documents are implemented, safeguarding
and controlling the rights and legitimate interests
of shareholders;
participating in the organising and holding
of the Company's General Meeting of Shareholders;
participating in the implementation of the Company's
information disclosure policy and storage of corporate
documents;
participating in the improvement of the Company's
corporate governance system and practices
by submitting relevant proposals to the responsible
divisions of the Company;
ensuring the operation of the Board of Directors'
committees;
performing corporate governance in subsidiaries
and affiliates;
interacting with insiders and recording affiliates
of the Company.
Corporate Secretary
of PJSC Russian Aquaculture
Year of birth: 1980
Citizenship: Russia
Grigory
MIRONENKO
Education. Grigory Mironenko holds a Graduate Diploma
in Law from Lomonosov Moscow State University (MSU).
Professional background. Mr Mironenko has been
the Corporate Secretary of PJSC Russian Aquaculture
since 2017. Since 2015, he has also worked as a legal
department director at Russian Sea Aquaculture LLC,
a subsidiary of PJSC Russian Aquaculture.
He has no criminal record, and has not been held
administratively liable for any administrative offences
in business, finance, taxes and duties, and securities
market.
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PJSC Russian Aquaculture | Annual Report 2021
1 Minutes No. 194 dated.
www.russaquaculture.ru/en/
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