Investor Presentaiton
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
Meetings of the board of directors, preparation for and participation of members of the board of directors in such meetings
ensure effective performance of the board of directors
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
2.6
Members of the board of directors act in good faith and reasonably in the interests of the company and its shareholders, being
duly informed, with due care and diligence
2.6.1
Members of the board
of directors make decisions
taking into account all
2.6.2
1. The internal documents
of the company stipulate that
Observed
available information,
in the absence
of a conflict of interest, based
on the principles of equal
treatment of shareholders
of the company, within
the limits of usual business
risk.
Rights and obligations
of members of the board
of directors are clearly
formulated and enshrined
in the internal documents
of the company.
a member of the board of directors
is obliged to notify the board
of directors if they have a conflict
of interest in relation to any issue
on the agenda of a meeting
of the board of directors or a committee
of the board of directors before
the start of the discussion
of the relevant agenda item.
2. The internal documents
of the company state that a member
of the board of directors shall refrain
from voting on any issue in respect
of which they have a conflict
of interest.
3. The company has a procedure
that enables the board of directors
to receive professional advice
on matters within its jurisdiction
at the expense of the company.
1. The company adopted and published
Observed
an internal document clearly defining
rights and obligations of members.
of the board of directors.
2.6.3
Members of the board
of directors have sufficient
time to carry out their duties.
2.6.4
All members of the board
of directors have equal
access to the documents
and information
of the company. Newly
elected members of the board
of directors are provided
with sufficient information
about the company
and operations of the board
of directors as soon as possible.
1. Individual attendance
of the board and committee meetings,
as well as sufficient time for work
on the board of directors, including
its committees, is analysed as part
of the board of directors' performance
evaluation (self-evaluation) procedure
in the reporting period.
2. In accordance with the internal
documents of the company,
members of the board of directors
are required to notify the board
of directors of their intention
to enter management bodies of other
companies (apart from companies
controlled by the company) as well
as of the fact of such appointment.
1. In accordance with the company's
internal documents, members
of the board of directors have the right
to obtain information and documents
necessary for the members
of the company's board of directors
to perform their duties in relation
to the company and its controlled
entities, and the company's executive
bodies are obliged to ensure
that the relevant information
and documents are provided.
2. The company implemented
a formalized familiarization
programme for newly elected
members of the board of directors.
Observed
Observed
112
PJSC Russian Aquaculture | Annual Report 2021
2.7
2.7.1
Meetings
of the board of directors
1. The board of directors held at least
six meetings in the reporting year.
Observed
are held as necessary, taking
into account the scope
of activities and objectives
of the Company at a particular
point in time.
2.7.2
The internal documents
of the company
enshrine a procedure
for the preparation
and holding of meetings
of the board of directors
providing members
of the board of directors
with an opportunity to prepare
properly for such meetings.
2.7.3 The form of a meeting
of the board of directors
2.7.4
is determined depending
on the importance
of the issues on the agenda.
The most important issues
are resolved at the meetings
held in praesentia.
Decisions
on the most important issues
of the company's activities
of the board of directors
are made at a meeting
by a qualified majority
or a majority of votes of all
elected members of the board
of directors.
1. The Company approved an internal
document defining the procedure
for the preparation and holding
of meetings of the board of directors,
which, among other things,
established that a notification
of a meeting should be normally
made at least five days before
the meeting.
2. In the reporting period, members
of the board of directors who were
absent from the venue of the meeting
were given the opportunity
to participate in the discussion
of agenda items and vote remotely: via
conference and video conferencing.
1. The company's articles of association
or internal documents stipulate that
the most important matters (including
those listed in Recommendation 168
of the Code) should be considered
at meetings of the board of directors
held in person.
1. The charter of the company
stipulates that decisions on the most
important issues including those
set out in recommendation
170 of the Code must be made
at a meeting of the board of directors
by a qualified majority of at least
3/4 of votes or by a majority of votes
of all elected members of the board
of directors.
Partially observed
Observed
Observed
Criterion No. 1 is partially
observed.
The Company has adopted
the Regulations on the Board
of Directors, which set out
the procedure for preparing
and holding Board meetings.
These regulations stipulate
that members of the Board
of Directors must be given
at least 3 calendar days' notice
prior to a meeting. In practice,
however, the Board of Directors
is notified 5 or more calendar
days in advance of a meeting.
Annexes
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