Investor Presentaiton
Board of Directors
The Board of Directors by gender | %
Trends in the number of independent members
of the Board of Directors | pers.
The Board of Directors is a collegial management body responsible for strategic
management and overall governance of the Company, except for the issues assigned
by Russian law and the Company's Charter to the competence of the General Meeting
of Shareholders.
Inter alia, Board's main objectives are developing
and review of the Company's corporate strategy,
overseeing its implementation, carrying out control
and evaluation of executive bodies' performance,
creating the Company's value, making and keeping
the Company competitively viable and financially sound,
increasing the its income, and protecting the rights
and legitimate interests of its shareholders.
The competence of the Board of Directors is set out
in the Company's Charter and Russian law. The Board
of Directors upholds the decisions of the Company's
General Meeting of Shareholders and accepts them
as binding.
The Company's Board of Directors shall stick
to the following principles:
• making decisions based on reliable information
about the Company's operations;
.
•
safeguarding shareholders' rights to the Company
management, dividends, and full and accurate
information about the Company;
balancing the interests of various shareholder
groups and reaching the most objective decisions
for the benefit of all Company shareholders;
reaching the Board of Directors' continuity;
ensuring the Board of Directors' succession.
67% of men
33% of women
One-third of all Board members is women, well above
the global average, demonstrating the Company's
commitment to gender diversity and equality in line
with global sustainability trends and principles.
The average age of the Board members is 46 years.
The members are fully competent and experienced
for successful strategic management of the Company.
In 2021, the Company established a new committee
under the Board of Directors - the Sustainability
Committee of PJSC Russian Aquaculture's Board
of Directors - to meet international best corporate
governance practices and reaffirm its anchor
commitment to sustainable development principles.
2019
5
5
Independent members
Non-executive members
6
2020
2021
Length of service on the Board of Directors | %
11
22
0
67
Composition of the Board of Directors
The size of the Board of Directors is defined
by the Company's Charter.
Any individual who meets the following requirements
may become a member of the Company's Board
of Directors:
• age of at least 30 years;
• management experience of at least three years;
.
no economic criminal history;
• allowed to hold managerial positions;
• membership record in no more than five boards
of directors of other companies exclusive
of PJSC Russian Aquaculture.
Nomination to the Board of Directors is compliant
with the legislation of the Russian Federation,
the Charter, and other internal documents
of the Company.
The Company reviews and evaluates nominees to the Board
of Directors regardless of their age, gender, race, nationality,
ethnicity, marital status, religious belief, language, political
position, sexual orientation, pregnancy, maternity, paternity
or disability.
In 2021, the Annual General Meeting of Shareholders
of PJSC Russian Aquaculture increased the size
of the Board of Directors to nine members and overhauled
more than half of its personnel.
The number of independent members in the Board
of Directors grew from five to six people, making up 67%
of all Board members, to comply with international best
practices in corporate governance and rank high among
public Russian companies.
Table of competences in the Board of Directors
Member's
full name
Maksim Vorobyov
Sayyora Ayupova
Anna Vasilenko
Dmitry Vasilkov
Arne Geirulv
Roman Kascheyev
Andrey Marchenko
Vladislav Pogulyaev
Ekaterina Chernova
Up to 3 years 3 to 5 years Over 5 years
Strategy
Finance/
audit
Corporate
governance
IT
Sector
specialisation
HR
Risk
management
M&A
IR/GR
36
PJSC Russian Aquaculture | Annual Report 2021
www.russaquaculture.ru/en/
54
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Corporate governanceView entire presentation