Investor Presentaiton
En+
GROUP
En+ Group Annual Report 2021
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
APPENDICES
CORPORATE GOVERNANCE
COMMITTEES CONTINUED
COMPLIANCE
Composition
The CC was established following
the removal of the Company from
OFAC's SDN list. The CC holds
meetings at least once per quarter
of the Company's financial year.
The CC is currently
comprised as follows:
.
Christopher Burnham, as chairman
Olga Filina
Thurgood Marshall Jr.
Timur Valiev
The primary responsibilities of the CC
are, inter alia, the following:
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Ensuring the formation
of a compliance management
system within the Group
Taking part in the development
of policies and other internal
regulations of the Company
relating to matters of compliance,
and consistently following
up on their observance
Ensuring that adequate
compliance control
is in place at the Group
Conducting due diligence
in the event of any reasonable
doubt regarding observance
of compliance requirements
and the provisions
of compliance documents
The CC reviews its own performance
and reassesses the adequacy
of procedures and guidelines
in respect of regulatory compliance.
In 2021, the CC held four
meetings and considered regular
compliance reports and goals
for 2022 and demerger of higher
carbon assets of the Company.
HEALTH, SAFETY AND ENVIRONMENT H
The HSE Committee meets
at least once per quarter
of the Company's financial year.
The current composition of the HSE
Committee is as follows:
Zhanna Fokina, as chair
Vadim Geraskin
Thurgood Marshall Jr.
Andrey Yanovsky
The primary responsibilities of the HSE
Committee are, inter alia, the following:
Reviewing leading international
research and best practices
in the area of health, safety
and environment, and, if
necessary, assessing their impact
and preparing respective strategic
recommendations to the Board
in relation to the Group
Preparing recommendations
to the Board on formulating
Group strategies, policies
and instructions in the areas
of health, safety and environment
Taking part in the development
of policies and other bylaws
of the Company regarding
health, safety and environment
Preparing recommendations
to the Board on possible
participation, cooperation
and consultations on health,
safety and environmental matters
with government authorities, NGOs
and other companies or associations
Controlling the Company's
compliance with international
standards, applicable laws
and the Company bylaws on health,
safety and environment
Benchmarking the Group's
operating results on occupational
safety and environment
against global best practices,
and considering the results
of such benchmarking
In 2021, the HSE Committee held five
meetings and considered measures
to prevent COVID-19 infection,
regular HSE reports, environmental
risk management status, the UN
Global Compact's SDG ambition
accelerator report, HSE KPIs
results for 2021 and KPIs for 2022,
biodiversity strategy update.
Corporate Secretary
Pursuant to the Regulations
on the Corporate Secretary,
the Corporate Secretary
of the Company is responsible
for the Company's efficient ongoing
interaction with shareholders,
coordination of the Company's
activities in protecting the rights
and interests of shareholders,
and support of the effective
operation of the Board
and Board Committees.
The functions of the Corporate
Secretary include, inter alia:
Participation in preparation
and holding of GSMS
Supporting the activities
of the Board and the Board
Committees
Implementing the Company's
disclosure policy and ensuring
the storage of the Company's
corporate documents
Liaisons between the Company
and its shareholders,
and preventing corporate conflicts
Improving the corporate
governance system
and practices of the Company
Sergey Makarchuk
Corporate Secretary
Sergey Makarchuk was appointed
as Secretary of the Board on 10 April
2019 and Corporate Secretary
of En+ on 14 November 2019.
After working at various law firms,
Sergey worked for RUSAL Group
in 2007-2010 at the Corporate
Governance Department of RUSAL
Global Management B.V.,
responsible for legal corporate
support of the Group's entities,
the RUSAL Board, and Board
Committees support. He was also
involved in the Hong Kong SE &
NYSE Euronext IPO of RUSAL.
In 2011-2013 Sergey was Deputy
Director of the Corporate
Governance Department at TNK-BP
Management. After the acquisition
of TNK-BP by Rosneft, he continued
working at Rosneft as Deputy Head
of the Foreign Assets Department/
Project Director of the Corporate
Governance Department.
Sergey graduated from the law
faculty of Lomonosov Moscow
State University in 2004.
The Corporate Secretary can
be contacted with any queries at:
[email protected].
Shareholdings of CEO
and management team
As at the date of this Report,
neither the CEO nor members
of the management team directly
or indirectly hold any shares
in the Company. Throughout
2021, neither the CEO nor
members of the management
team concluded any transactions
with the shares of the Company.
Conflicts of interest
and loans issued
to members of the Board
and the CEO
In 2021 and up to the date of this
Report, the Company has not
been aware of any conflicts
of interest affecting any member
of the Board or the CEO
(including in connection with their
participation in the managing bodies
of the Company's competitors).
In 2021, no loans have been
issued by the Company (or
any Group company) to members
of the Board or the CEO.
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