Investor Presentaiton slide image

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 37 Corporate governance
View entire presentation