Investor Presentaiton
General Meeting
of Shareholders
Corporate governance
Key Corporate Governance Developments
In 2021, the Company focused on continuing to improve
the system of corporate governance for its better
performance, being guided by the best Russian
and international practices.
The reporting year saw the following corporate
developments of utmost importance:
• The composition of the Company's Board of Directors
was renewed by more than 50%.
• The Sustainability Committee was established
under the Board of Directors.
• An e-voting system for the Board members was rolled
out.
• The Board of Directors held an extended off-site
meeting in Murmansk in September 2021, so that all
Board members could visit the Company's production
sites and learn how everything works there.
The Board of Directors unanimously re-elected Ilya
Sosnov as the Company's CEO for another three-year
period.
The revised internal documents (Regulation
on the Board of Directors, Regulation
on the Committees of the Board of Directors,
Regulation on Payment of Remunerations
and Compensations to Members of the Board
of Directors, etc.) were approved.
Quarterly reports of both the Company and the Group
were advanced to the IFRS.
•The Company's share buyback programme was
updated: the amount went up to RUB 900 million.
• For the first time ever, the Company paid dividends
on a regular (quarterly) basis.
• The fish processing plant in Murmansk and smolt
production company Setran AS (Norway) were put
under corporate control and integrated in the Group
to the fullest extent.
Plans for 2022
PJSC Russian Aquaculture is keeping a close eye
on global corporate governance trends and follows
them. Our dedicated practice is aimed at observing legal
rights and interests of shareholders, along with creating
and presenting a positive image for Company investors.
The following measures are scheduled for 2022
with a view to improving the corporate governance
practice:
•
.
introduction of an e-voting system for shareholders
to express their opinion at general meetings regardless
of the location and amount of shares;
approval of the Company's revised Charter;
aligning of the internal documents with applicable
laws and recommendations of the Corporate
Governance Code;
• adoption of a number of internal documents devoted
to legal relations with shareholders;
⚫ development of a new version of the Company's
website.
The General Meeting of Shareholders is the highest governing body at PJSC Russian
Aquaculture, accountable for critical issues that cannot be delegated.
It considers and decides on such fundamental issues as:
• amendment of the Charter or approval of its new
version;
increase of the share capital by means of higher
nominal value of shares;
• election of members to the Board of Directors;
•
election of members to the Auditing Commission;
approval of the Company's auditor;
• review and approval of annual reports and accounting
(financial) statements;
profit distribution (including the payment (declaration)
of dividends on shares);
reorganisation/liquidation of the Company; and other
matters as per the Charter.
PJSC Russian Aquaculture makes sure that its
shareholders are treated equally and fairly as they
exercise their legal rights. During the reporting year,
no shareholder rights were violated.
All shareholders have equal rights that enable them
to participate in the management of the Company
and in the General Meeting of Shareholders, where
they can vote without any hindrance and in the most
straightforward and easiest way.
According to the Russian laws and the Charter, Company
shareholders may suggest agenda items of the General
Meeting.
Proxy solicitation materials are available
at the office of PJSC Russian Aquaculture sole
executive body, on the Company's website,
or on the website of the agency proxy to disclose
information on the Russian stock exchang -
Interfax LLC - Corporate Information Disclosure
Centre.
2021,
quarterly reports of both
the Company and the Group were
advanced to the IFRS
32
PJSC Russian Aquaculture | Annual Report 2021
In 2021,
the Company expects to launch
the system of e-voting at the General
Meetings of Shareholders
www.russaquaculture.ru/en/
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