Investor Presentaiton
Annexes
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
The board of directors forms committees for preliminary consideration of the most important issues of the company's activities
2.8
2.8.1
The audit committee
consisting of independent
directors was formed
for preliminary consideration
of the issues related to control
over financial and economic
operations of the company.
1. The board of directors formed
Partially observed
the audit committee consisting solely
of independent directors.
2. The internal documents
of the company define the objectives
of the audit committee including
those contained in recommendation
172 of the Code.
3. At least one member of the audit
committee, who is an independent
director, has experience
and knowledge in the preparation,
analysis, assessment and audit
of accounting (financial) statements.
4. Meetings of the audit committee
were held at least once a quarter
in the reporting period.
Criterion No. 1 is not observed.
The Audit Committee consisted
of 2 (two) Independent Directors
in the reporting year.
As of the reporting date,
the Audit Committee
was not consist solely
of Independent Directors.
The Audit Committee consisted
of two Independent Directors
with experience and knowledge
in the preparation, analysis,
assessment
and audit of accounting
(financial) statements, one
of which is the Chairman
of the Audit Committee,
and the second
is a non-independent member
of the Committee. However,
qualifications and competencies
in audit, finance and risk
management, and an impressive
working experience in senior
management positions enable
this member of the Audit
Committee to effectively
perform the functions set
out in the Regulations
on the Audit Committee
of the Board of Directors
of PJSC Russian Aquaculture
and to organise the Audit
Committee to work effectively
for the Board of Directors'
performance and in the interests.
of shareholders.
The Company
is committed to implementing
the recommendations
of the Code and notifies members
of the Board of Directors (before
election to the Committee)
of the recommendations
of the Code and the requirements
of the Listing Rules of PJSC
Moscow Exchange.
2.8.2
2.8.3
A remuneration committee
consisting of independent
directors and headed
by an independent director
who is not the chairman
of the board of directors
is formed for the preliminary
consideration of the issues
related to the development
of the effective
and transparent remuneration
practice.
The company formed
the nomination (appointment,
human resources) committee
with the majority of members
being independent
directors for the preliminary
consideration of issues related
to human resources planning
(succession planning),
professional composition
and efficiency of performance
of the board of directors.
1. he board of directors formed
the remuneration committee that
consists solely of independent
directors.
2. The chairman of the remuneration
committee is an independent director
who is not the chairman of the board
of directors.
3. The company's internal
documents set out the tasks
of the remuneration committee,
including but not limited to the tasks
contained in recommendation 180
of the Code, as well as the conditions
(events), upon the occurrence
of which the remuneration committee
considers reviewing the company's
remuneration policy for members
of the board of directors, executive
bodies and other key executives.
1. The board of directors formed
the nomination committee
with the majority of members being
independent directors (or its objectives
specified in recommendation 186
of the Code are accomplished
by another committee).
2. The internal documents
of the company define the objectives
of the nomination committee
(or a corresponding committee
with combined functions)
including the ones contained
in recommendation 186 of the Code.
3. In order to form the board
of directors that best meets
the company's goals and objectives.
The nomination committee organised
shareholder relations, not limited
to the major shareholders,
in the context of selecting candidates
to the company's board of directors
in the reporting period, either
independently or jointly with other
committees of the board of directors
or the company's authorised
shareholder relations unit.
Status of compliance
with the corporate
governance principle
Partially observed
Partially observed
Explanations of deviation
from criteria for assessing compliance
with the corporate governance
principle
Criterion No. 3 is not observed.
The Regulations
on the Nomination
and Remuneration Committee
of the Board of Directors set
out the tasks of the Nomination
and Remuneration Committee,
including those contained
in recommendation 180
of the Code. However,
the Regulations do
not define the conditions
(events) upon the occurrence
of which the Nomination
and Remuneration
Committee of the Board
of Directors considers reviewing
the Company's policy
on remuneration of members
of the Board of Directors,
executive bodies and other key
executives.
The Company strives to comply
with the recommendations
of the Code and plans
to revise the Regulations
on the Nomination
and Remuneration Committee
of the Company's Board
of Directors in the future
reporting period, adding
conditions for reviewing
the Company's remuneration
policy for members of the Board
of Directors, executive bodies
and other key executives.
Criterion No. 3 is not observed.
The Company's Board
of Directors is formed
from candidates proposed
by all shareholders who have
the right to nominate candidates
for election to the Board.
of Directors. The Nomination
and Remuneration
Committee of the Board
of Directors did not take part
in the selection of candidates
to the Company's Board
of Directors in the reporting
period.
The Company
is committed to complying
with the recommendations
of the Code and plans
to arrange for the Nomination
and Remuneration
Committee to work together
with shareholders, not limited
to the major shareholders,
to select candidates to the Board
of Directors in the future
reporting period.
114
PJSC Russian Aquaculture | Annual Report 2021
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