Investor Presentaiton
No.
Corporate governance principles
Criteria for assessing compliance
with the corporate governance principle
Status of compliance
with the corporate
Explanations of deviation
No.
Corporate governance principles
from criteria for assessing compliance
governance principle
with the corporate governance
principle
The board of directors includes a sufficient number of independent directors
2.4
2.4.1
An independent director
is a person who has sufficient
2.4.2
professionalism, experience
and autonomy to form
his or her own position
and who is able to judge
objectively and good faith
judgement, independent
of the influence
of the company's executive
bodies, individual shareholder
groups or other stakeholders.
It should be borne
in mind that in normal
conditions, a candidate
(an elected member
of the board of directors)
related to the society,
a substantial shareholder,
substantial contractor
or competitor of the company
or related to the state cannot
be considered independent.
The company assesses
whether candidates
to members
of the board of directors
comply with the independence
criteria and regularly analyses
whether independent members
of the board of directors
comply with the independence
criteria. In such an assessment,
content should prevail
over form.
1. In the reporting period, all
independent members of the board
of directors met all independence
criteria specified in recommendations
102-107 of the Code or were
acknowledged independent
by resolution of the board of directors.
1. In the reporting period, the board
of directors (or the nomination
committee of the board
of directors) drew up an opinion
on the independence of each
candidate to the board of directors
and presented a relevant conclusion
to shareholders.
2. During the reporting
period, the board of directors
(or the nomination committee
of the board of directors) reviewed
the independence of the current board
members at least once (following
their election).
3. The company developed procedures
to determine the necessary actions
of a member of the board of directors
Observed
Observed
in the event that he or she ceases
to be independent including
the obligations to inform the board.
2.4.3
2.4.4
Independent directors
make up at least one third
of the elected composition
of the board of directors.
Independent directors play
the key role in preventing
of internal conflicts
in the company and making
of significant corporate
actions by the company.
of directors thereof in a timely manner.
1. Independent directors make up
at least one third of the composition
of the board of directors.
1. In the reporting period, independent
directors (who had no conflict
of interest) performed a preliminary
assessment of significant corporate
actions related to a possible conflict
of interest and presented the results
of such assessment to the board
of directors.
Observed
Observed
110
PJSC Russian Aquaculture | Annual Report 2021
Annexes
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
The chairman of the board of directors promotes the most effective performance of functions assigned to the board of directors
2.5
2.5.1
An independent director
is elected the chairman
of the board of directors,
or a senior independent
director is appointed
from the number of the elected
independent directors
to coordinate the work
of independent directors
and interact with the chairman
of the board of directors.
2.5.2
The chairman
of the board of directors
creates a constructive
atmosphere during meetings,
ensures free discussion
of the meeting agenda issues,
control over the execution
of decisions made
1. The chairman of the board
of directors is an independent
director or a senior independent
director is appointed
from the number of independent
directors.
2. The role, rights and obligations
of the chairman of the board
of directors (and a senior independent
director where applicable) are duly
defined in the company's internal
documents.
1. Performance of the chairman
of the board of directors was
assessed within the framework
of the assessment of performance
of the board of directors
in the reporting period.
Partially observed
Observed
Criterion No. 1 is not observed.
As of the reporting date,
the Chairman of the Board
of Directors was not an Independent
Director, no Senior Independent
Director was appointed.
The Chairman of the Board
of Directors cannot always
be an Independent
Director. In accordance
with the internal documents
and the established practice
of the Company, the Chairman
of the Board of Directors
is elected by members.
of the Board of Directors
of the Company from among
them by the majority of the total
number of votes of members
of the Board of Directors;
the Board of Directors may at any
time to re-elect the Chairman
of the Board of Directors
by the majority of the total
number of votes of members
of the Board of Directors
of the Company.
The Company
is committed to implementing
the recommendation
of the Code and therefore
informs Independent
Directors of the possibility
to elect a Senior Independent
Director. Subsequent
to the end of the reporting period,
the Company's General Meeting
of Shareholders approved
new Regulations on the Board.
of Directors, which included
the right of independent members.
of the Board of Directors
to elect a senior independent
director. The new version
of the Regulations on the Board.
of Directors also establishes
the role of the senior independent
director, his or her rights
and responsibilities in the activities.
of the Board of Directors
of the Company.
by the board of directors.
2.5.3
The chairman of the board
of directors takes the required
measures for the timely
provision of members
of the board of directors
with the information
necessary to make decisions
on the agenda issues.
1. The responsibility of the chairman
of the board of directors to take
measures for the timely provision
of members of the board of directors
with files on the issues on the agenda
of a meeting of the board of directors
is recognised in the internal
documents of the company.
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Observed
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