En+
GROUP
CORPORATE
GOVERNANCE
CORPORATE GOVERNANCE
CORPORATE
GOVERNANCE
The Company is committed to high standards of corporate governance.
The Group intends to continue to improve in this area and to adhere
to internationally recognised standards of corporate governance,
transparency, disclosure and accountability applicable to listed
companies.
AT A GLANCE
9 directors
including
5
independent non-executive directors4
En+ Group Annual Report 2021
CORPORATE
GOVERNANCE
STRUCTURE
The Company's corporate governance structure includes
the following key elements
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
APPENDICES
112
Corporate
Governance
116
Board
of Directors
124
Committees
of the Board
126
Audit and Risk
Committee
126
Corporate
Governance
Committee
127
Nominations
Committee
127
Remuneration
Committee
130
Compliance
Committee
130
Health, Safety
and Environment
Committee
The Company has made substantial
changes to its corporate governance
practices, as a result of the OFAC
Sanctions imposed on the Company
and its subsidiaries on 6 April 2018
and their subsequent removal
on 27 January 2019. Following these
changes, the Company has proven
its commitment to high international
standards of corporate governance.
As an international company,
the Company aims to comply
with the recommendations of the Russian
Corporate Governance Code insofar
as is appropriate and practicable
in the Group's context. In its corporate
governance practices, the Company
is also guided by the Listing Rules
of the Moscow Exchange.
As a company incorporated in Russia,
with GDRs listed on the Official List
of the UK Financial Conduct Authority
and traded on the Main Market
of the London Stock Exchange²,
the Company is not required to comply
with the provisions of the UK
Corporate Governance Code. However,
the Company has chosen to comply
with the UK Corporate Governance
Code insofar as is appropriate
and practicable in the Group's context.
Adhering to high standards of corporate
governance is an important element
in attracting new investment,
strengthening the Group's competitive
position and enhancing shareholder
value. Good governance is based
on clarity of roles and responsibilities,
and the Company aims to ensure
that its governance procedures
are applied to all areas of decision-
making across the Group.
The Board of Directors of the Company
is responsible to all of En+ Group's
stakeholders for the strategic
management of the Company. The day-
to-day running of the Company falls
within the competence of the CEO³.
However, the Board retains responsibility
for the approval of certain matters,
which affect the shape and risk profile
of the Company (see details below).
The Company's corporate governance
system outlines the relationship
between the Company's shareholders,
the Board, the CEO and the management
team, as well as the remit and duties
of the Board committees.
We consider the following
corporate governance principles
to be fundamental to our operations:
Transparency
•
•
Open and clear decision-making
•
Legal compliances
°
Ongoing growth of the Company's
value for the benefit of all stakeholders
6 Board
committees
Chairs of all Board
committees
are independent non-
executive directors
18 January 2021
- En+ announced its
ambition to become
net zero by 2050
and to reduce
greenhouse gas
emissions by at least
35% by 2030
23 December 2021
- the Board approved
6 new corporate policies
General
shareholders
meeting
Board
CEO
read more
read more
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at p. 116
at p. 125
at p. 114
TIMELINE OF CORPORATE GOVERNANCE CHANGES
2021/26 MAY
The annual general shareholders
meeting of the Company took place.
The Board's composition has been
updated, inter alia two new independent
non-executive directors were appointed
to the Board.
2022/3 MARCH
The London Stock Exchange
suspended the admission to trading
of the En+ Group's GDRs.
2021/DECEMBER
One new non-executive director was elected
to fill in the vacant position on the Board.
The Board approved six new corporate
policies, including the Supplier Standards,
the Biodiversity Policy, the Quality Policy
and the Diversity and Equal Opportunities Policy.
2022/7 MARCH
Joan MacNaughton has
resigned from the Board.
132
Information for
shareholders and
investors
As defined under the Federal Law No. 290-FZ On International Companies and International Funds dated
3 August 2018.
On 3 and 4 March 2022, the London Stock Exchange suspended the admission to trading of the
instruments for most Russian companies, including En+ Group.
The Charter uses the term "General Director" which is used interchangeably with the term "CEO" in public
disclosures made by the Company.
As at the date of this Report.
2022/25 MARCH
Lord Barker has resigned from his
role as Executive Chairman of the
Board and as a director, Christopher
Burnham has been elected as Chairman
of the Board on the same date.
2022/31 MARCH
Carl Hughes has resigned from the Board.
112
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