Investor Presentaiton
En+
GROUP
CORPORATE GOVERNANCE
GENERAL SHAREHOLDERS MEETING
En+ Group Annual Report 2021
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
The general shareholders
meeting (the "GSM")
is the supreme governance
body of the Company.
The Charter details
the matters which fall within
the powers of the GSM.
Voting at a GSM is conducted on the basis
of one vote per ordinary share. Decisions
are generally passed by a simple
majority of shareholders voting
in favour of a motion at the meeting,
save for a number of matters which,
under the Charter, require the adoption
of a special resolution (i.e. voting
by a 2/3 majority), including, inter alia:
•
•
The adoption of amendments
to the Charter or approval
of the restated Charter
A change in the Company's status
to non-public, or obtaining public status
The reorganisation of the Company
by way of consolidation, merger
in the form of acquisition,
division, or divestment
The liquidation of the Company
The fragmentation, conversion or
consolidation of Company shares
The acquisition of the Company's
outstanding shares
Fn increase or reduction
in the Company's share capital
The GSM is quorate if shareholders
holding more than half of the votes.
attached to the outstanding voting
shares in the Company participate.
If the quorum for holding of an annual
GSM is not reached, an adjourned
GSM with the same agenda shall
be reconvened at a later date. If
the quorum for an extraordinary GSM
is not reached, an adjourned GSM
with the same agenda may be reconvened
at a later date. An adjourned GSM
is quorate if attended by shareholders
holding no less than 30% of outstanding
voting shares in the Company.
Resolutions of the GSM may
be adopted either in a meeting
held in the form of joint presence
of shareholders or by absentee voting.
If the agenda of a GSM includes issues
relating to the election of the Board,
approval of the Company's auditor
for the audit of accounting (financial)
statements prepared under the Russian
Accounting Standards ("RAS"), or
approval of the annual report and annual
accounting (financial) statements
of the Company, it may be conducted only
with the joint presence of shareholders.
However, due to the COVID-19
pandemic, in 2021 the Russian joint-
stock companies were permitted
to hold GSMS with the above-mentioned
agenda via absentee voting.
An extraordinary GSM may be held
based on a resolution of the Board
either adopted on its own initiative,
or at the request of a shareholder (or
shareholders) holding no less than
10% of voting shares in the Company
as at the date of the request.
An extraordinary GSM convened
at the request of a shareholder (or
shareholders) holding at least 10%
of voting shares in the Company
shall be held within 50 days from
the date of the request to convene
the extraordinary GSM.
The Charter envisages a procedure
for electronic voting at GSM. Voting may
be carried out in electronic form if this
is envisaged by the decision of the Board.
In such a case ballots may be filled out
in electronic form on the Internet, or
sent to the Company's email address.
Information (materials) which
are to be provided to the GSM should
be made available within 20 days
prior to the GSM, and in the event
of a GSM with an agenda item
on the Company's reorganisation,
within 30 days prior to the GSM.
Annual GSM
The annual GSM must be convened
by the Board between 1 March
and 30 June of each year, and the agenda
must include the following items:
⚫ The election of the Board members
⚫ The approval of the Company's
auditor for the audit of accounting
(financial) statements prepared
in accordance with RAS
The approval of the Company's
annual report
⚫ The approval of annual accounting
(financial) statements of the Company
⚫ The approval of distribution
of profits of the Company,
including the payment (declaration)
of dividends, except for payment
(approval) of any interim dividends
The Company's shareholders holding
in aggregate at least 2% of voting shares
in the Company may no later than
30 days from the end of the reporting
year propose items for the agenda
of the annual GSM and candidates
for election to the Board.
Report on meetings held
In 2021, the annual GSM of the Company
was held on 26 May 2021
in the form of absentee voting.
The annual GSM considered and passed
the following resolutions:
1. "To approve the Company's
Annual Report for 2020"
2. "To approve the Company's annual
accounting (financial) statements
for the 2020 reporting year"
3. "Not to distribute the net profit received
by the Company for 2020 and not
to pay dividends on shares for 2020"
4. "To elect the Board of Directors
of the Company consisting
of 12 members from the list
of candidates approved by the Board
of Directors of the Company:
1. Lord Barker
2. Christopher Burnham
3. Timur Fidailevich Valiev
4. Vadim Viktorovich Geraskin
5. Anastasia Vladimirovna Gorbatova
6. Joan MacNaughton
7. Thurgood Marshall Jr.
8. Elena Valerievna Nesvetaeva
9. Zhanna Sergeevna Fokina
10. Carl Hughes
11. Andrey Vladimirovich Sharonov
12. Andrey Vladimirovich Yanovsky"
5. "To approve Ernst & Young Limited
Liability Company as the auditor
of the Company for the audit
of accounting (financial)
statements prepared in accordance
with the legislation of the Russian
Federation on accounting"
114
In accordance with the Federal Law No. 17-FZ dated 24 February 2021.
APPENDICES
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