Investor Presentaiton
No.
Corporate governance principles
Criteria for assessing compliance
with the corporate governance principle
Status of compliance
Explanations of deviation
No.
Corporate governance principles
with the corporate
governance principle
from criteria for assessing compliance
with the corporate governance
principle
Criteria for assessing compliance
with the corporate governance principle
Status of compliance
with the corporate
governance principle
Explanations of deviation
from criteria for assessing compliance
with the corporate governance
principle
Annexes
1.3
The system and practice of corporate governance ensure equal conditions for all shareholders that own shares of the same
category (type) including minority (small) shareholders and foreign shareholders, as well as equal treatment of such
shareholders by the company
1.3.1
The company created
conditions for fair treatment
of each shareholder
by the management bodies
and controlling persons
of the company including
conditions that ensure
inadmissibility of application
of any abusive practices
by large shareholders
1. In the reporting period,
the company's controlling persons
have not abused their rights in relation
to the company's shareholders,
there were no conflicts between
the company's controlling persons
and the company's shareholders
and, if any, the board of directors gave
them due consideration.
Observed
in respect of minority
shareholders.
1.3.2
The company does
not take actions that result
or did not participate in voting
or may result in the artificial
redistribution of corporate
control.
1.4
1. Quasi-treasury shares were absent
in the reporting period.
Observed
Shareholders are provided with reliable and effective means of keeping record of the rights to shares and an opportunity
to dispose of held shares in a free and easy manner
1.4
Shareholders are provided
with reliable and effective
means of keeping record
of the rights to shares
and an opportunity to dispose
of held shares in a free
and easy manner.
2.1
2.1.1
1. The technology and terms of service
used by the company's registrar
meet the needs of the company
and its shareholders and ensure
that shareholder rights are recorded
and exercised in the most efficient
way.
Observed
The board of directors carries out strategic management of the company, defines the basic principles of and approaches
to setting up the risk management and internal control system in the company, controls the activities of the executive bodies
of the company and performs other key functions
The board
of directors is responsible
for making decisions
related to the appointment
to and dismissal
from positions in the executive
bodies, including in connection
with improper performance
of duties. The board.
of directors also controls
that the executive bodies
of the company act
in accordance with the approved
development strategy
and the main directions
of the company's operations.
1. The board of directors has
determined in the charter the powers.
of appointment, removal, dismissal
and determining the terms
and conditions of contracts in relation
to members of the executive bodies.
2. In the reporting period,
the nominations (appointments,
human resources) committee
considered the suitability
of professional qualifications,
skills and experience
of the members of the executive
bodies to the current and anticipated
needs of the company as dictated
by the approved strategy
of the company.
3. In the reporting period, the board
of directors reviewed the report(s)
of the sole executive body
and the collegial executive body
(if any) on the implementation
of the company's strategy.
Partially observed
Criterion No. 2 is not observed.
In the reporting period,
the Nomination
and Remuneration
Committee did not consider
whether the professional
qualifications, skills
and experience of the members
of the executive bodies met
the current and anticipated needs
of the Company as dictated
by the approved Company
strategy.
The Company
strives to implement
the recommendations
of the Code and plans to review
whether the professional
qualifications, skills
and experience of the members
of executive bodies meet
the current and expected needs
of the Company, in the next
reporting period.
2.1.2
2.1.3
The board of directors
establishes the main
benchmarks of the company's
operations over a long-
term horizon, evaluates
and approves
the key performance indicators
and the key business
objectives of the company,
evaluates and approves
the strategy and business
plans related to the main.
operations of the company.
The board of directors.
determines the principles
of and the approaches.
to setting up the risk
management and internal
control system in the company.
2.1.4 The board of directors
determines the company's
policy on remuneration
and (or) reimbursement
of expenses (compensation)
to members of the board
of directors, the executive
bodies and other key
employees of the company.
2.1.5
The board.
2.1.6
of directors plays the key
role in preventing, identifying
and resolving internal
conflicts between bodies
of the company, shareholders
of the company and employees
of the company.
The board of directors plays
the key role in ensuring
transparency of the company,
timeliness and completeness
of disclosure of information
by the company and easy
access of shareholders
to documents of the company.
1. In the reporting period, the issues
related to the implementation
and updating of the strategy,
the approval of the financial
and economic plan (budget design)
of the company, as well as the criteria
and indicators (including intermediate
ones) of the implementation
of the company's strategy
and business plans were reviewed
at meetings of the board of directors.
1. The principles and approaches
to the organisation of the risk
management and internal control.
system in the company are defined
by the board of directors and included
in the company's internal documents
defining the risk management
and internal control policy.
2. In the reporting period, the board
of directors approved (revised)
an acceptable amount of risks (risk
appetite) of the company or the audit
committee and (or) risk committee
(if any) considered the viability
of submitting the issue of revising
the risk appetite of the company
for the consideration of the board
of directors.
1. The company developed,
approved and implemented
a policy(ies) on remuneration
and (or) reimbursement of expenses
(compensation) to members
of the board of directors, the executive
bodies and other key employees
of the company, approved
by the board of directors.
2. In the reporting period, the issues
related to the mentioned policy(ies)
were reviewed by the board
of directors.
1. The board of directors plays
the key role in preventing, identifying
and resolving internal conflicts.
2. The company developed a system
of identification of transactions
involving conflicts of interest
and a system of measures aimed
at solution of such conflicts.
1. The company's internal documents
define the persons responsible
for implementing the information
policy.
Observed
Partially observed
Observed
Observed
Observed
Criterion No. 2 is not observed.
The Company's Board
of Directors has not set
an acceptable amount of risks
(risk appetite) for the Company.
The Company
is committed to complying
with the recommendations
of the Code and plans to adopt
an acceptable amount of risks
for the Company in the next
reporting period.
106
PJSC Russian Aquaculture | Annual Report 2021
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