Investor Presentaiton
En+
GROUP
En+ Group Annual Report 2021
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
COMMITTEES
OF THE BOARD
22
Total number
of meetings in 2021
Overview
As at the date of this Report the Board
has established six committees
to assist it in exercising its functions:
•
the Audit and Risk Committee
(the "A&RC")
the Compliance Committee (the "CC")
the Corporate Governance
Committee (the "CGC")
the Health, Safety and Environment
Committee (the "HSE Committee")
the Nominations Committee (the "NC")
the Remuneration Committee
(the "RemCom")
All of the Committees are advisory
bodies, whose primary function
is to make recommendations to the Board
on the matters falling within their remit.
The composition of the Company's
existing Board committees
was amended on 3 June 2021
and further amended on 15 December
2021. The details regarding each
of the Committees are set out below.
Committees attendance and number of meetings in 20211
HSE
A&RC
CC
CGC Committee
NC
RemCom
EXECUTIVE CHAIRMAN OF THE BOARD
Lord Barker
3/32
NON-EXECUTIVE DIRECTORS
Olga Filina
Anastasia Gorbatova
Vadim Geraskin
(until 9 December 2021)
Elena Nesvetaeva
Timur Valiev
INDEPENDENT NON-EXECUTIVE DIRECTORS
Christopher Burnham
Alexander Chmell
(until 26 May 2021)
Zhanna Fokina
Carl Hughes
Nicholas Jordan
(until 26 May 2021)
Joan MacNaughton
Thurgood Marshall Jr.
Andrey Sharonov
Andrey Yanovsky
TOTAL NUMBER OF MEETINGS
0/0
1/23
1/1
15
4/4
1/1
5/5
-
1/1
6/6 4/4
3/3
3/3
ΠΙΣ
SSI
☐
2/2
1/1
2/2
2/2
1/1
3/3
0/1
6/6 3/4
1/1
4/4
0/0
3/3
1/1
5/5
4/4
1/1
3/3
0/1
5/6
1/1
4/4
6/6
3/3
2/2
6
4
1
4
2
56
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ཇཱ|ངུ།སྲས
Environmental Advisory
Board¹
In order to enhance its
commitment to sustainability,
on 25 September 2019 the Company
announced the launch of its
new Environmental Advisory
Board (the "EAB"). The EAB
is chaired by Adnan Z. Amin, who
was the first Director-General
of the International Renewable
Energy Agency ("IRENA"),
an intergovernmental organisation
charged with driving the transition
towards the use of renewable
energy on a global scale.
The EAB advises the Board
on delivering its environmental
agenda and identifying emerging
environmental issues.
The members of the EAB include
Joan MacNaughton (resigned
from the Board on 7 March
2022), Chair of The Climate
Group and of the Advisory Board
of the New Energy Coalition
of Europe, as well as external
advisors with specific expertise
in both environmental and wider
sustainability issues.
Share Dealing Code
Upon admission to the Main Market
of the London Stock Exchange
in November 2017, the Company
adopted a code or dealing
in securities in relation to the GDRs,
the ordinary shares, and any other
securities of the Company, which
is based on the requirements
of EU Market Abuse Regulation
(EU) 596/2014. This code applies
to the directors and other
relevant employees of the Group
(to the extent it does not contradict
the Charter and the applicable
UK and Russian law provisions).
Shareholdings of Directors
As at 31 December 2021 Carl Hughes
(resigned from the Board on 31
March 2022) held 5,000 GDRs in
the Company. As at the date of
this Report Timur Valiev holds
64 shares of the Company. Aside
from this, throughout 2021, none
of the directors directly or indirectly
held any shares in the Company
and none of the directors
concluded any transactions
with the Company shares.
Responsibility Statement
The members of the Board confirm
that, to the best of their knowledge:
The consolidated financial
statements, prepared
in accordance with IFRS as issued
by the International Accounting
Standards Board and as adopted
by the European Union, give
a true and fair view of the assets,
liabilities, financial position and profit
or loss of the Company and its
subsidiaries, taken as a whole.
This Annual Report includes
a fair review of the development
and performance of the business
and the position of the Company
and its subsidiaries, taken as a whole,
together with a description
of the principal risks
and uncertainties that they face.
Sole executive body - CEO
Under the Charter, the CEO
acts as the sole executive
body of the Company.
The CEO is responsible for directing
the Company's day-to-day
operations and holds all powers
falling outside the exclusive
competence of the GSM
and the Board, including, inter alia:
acting on behalf of the Company
without a power of attorney
(including by representing
the Company and entering
into transactions on its behalf)
passing resolutions to establish
branches and representative
offices of the Company
issuing powers of attorney,
authorising their holders
to represent the Company
The CEO is appointed by the Board
for a period of five years
unless another term of office
is established by the Board.
Currently, the post of the CEO
is held by Vladimir Kiriukhin
Vladimir Kiriukhin
Chief Executive Officer (CEO)
Appointed: 1 November 2018
Joined the Group: January 2000
Vladimir oversees the Company's
long-term strategy, business
development and cooperation
with key external stakeholders,
including regulators.
A long-serving member of En+
Group, previously Vladimir
held several senior positions
at EuroSibEnergo, including CEO.
He held senior positions at Russian
Aluminium and MAREM+. Vladimir
was also a Chairman of the Board
at Irkutskenergo, Chairman
of the Board at Krasnoyarsk HPP,
served in the Board of RUSAL.
He is a member of the Governmental
Commission on Electric Power
Sector Development, which
coordinates regulatory decisions
on key issues facing the Russian
electric power industry.
He graduated from the All-Union
Institute of Interindustrial Information
with a PhD in engineering, having
previously obtained a major
in mathematics from the Higher
Naval School of Radio Electronics.
Vladimir does not hold any shares
in the Company and has not
entered into any transactions
with the Company
shares during 2021.
124
The number of meetings attended/maximum number of meetings the directors could have attended.
Until 3 June 2021.
Until 3 June 2021.
T
On 28 April 2020, the Board decided to temporarily suspend the work of the EAB
due to COVID-19 pandemic. The Group remains committed to its climate and broader
environmental agenda.
APPENDICES
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