Investor Presentaiton
Corporate Governance
System
Corporate governance is a system of interaction between stakeholders and a mechanism
that allows for informed and sound decision-making, ensuring transparency
of the Company's activities and effective control by shareholders and other stakeholders.
Compliance with Corporate Governance Principles
Corporate governance
Corporate governance at PJSC Russian Aquaculture
rests on the pillars of:
• transparency;
•
accountability;
•
equality;
• focus on compliance with laws and shareholder
rights.
The mission of corporate governance has always
been and remains a successful development
of the Company, while finding a reasonable balance
of legitimate interests of its shareholders, chief
executives and management. The Company's effective
corporate governance is designed to contribute
to reducing investment risks, increasing the investment
attractiveness and strengthening the business
reputation.
The key objectives of corporate governance
at PJSC Russian Aquaculture are as follows:
• ensuring that legitimate rights and interests of all
Company shareholders are fulfilled unconditionally,
timely and in full;
.
growth in the Company's market capitalisation;
increasing the transparency of decisions made
by the Company's governing bodies;
• continuous improvement of the Company's
shareholder relations mechanisms.
The Company's management regularly reviews the best
corporate governance practices in Russia and abroad,
enhances the corporate governance system and brings
it in line with Russian and international standards.
Corporate governance carried out in the Company
is in conformity with Russian laws, the Company's
Charter, and internal regulations developed
for the Company's governing and control bodies,
the Listing Rules of the Moscow Exchange,
and the Corporate Governance Code recommended
by the Bank of Russia for use by joint-stock companies
whose securities are admitted to organised trading
(hereinafter referred to also as the Corporate Governance
Code).
While strictly complying with Russian Federation
legislation, PJSC Russian Aquaculture also strives
to fully comply with the corporate governance standards
reflected in the Corporate Governance Code. In recent
years, the Company has consistently pursued a policy
of improving and developing the corporate governance,
and implementation of the Corporate Governance
Code's recommendations were regarded to as one of its
priorities. The Company continued on this course in 2021.
PJSC Russian Aquaculture is guided by the Corporate
Governance Code recommended by the Bank of Russia
with an aim to regulate the work of its governing
bodies and increase the number of principles observed.
Thus, the Company observed 41 out of 79 principles
in 2019 (63 in 2020). In 2021, the Company revised its
approach to assessing compliance with the principles
of the Corporate Governance Code as the regulator
changed some of the assessment criteria and added new
ones. But even then the level of corporate governance
stayed high and harmonised with the best Russian
and international practices.
As the Bank of Russia has updated the criteria
for assessing compliance with corporate governance
principles, the Company took a different approach
to some of them, which explains a decrease in the number
principles that are fully observed. In 2021, the Company
observed 57 principles, partially observed 16 principles,
and did not observe six principles.
Reporting year
Observed
Partially
observed
Not observed
2019
2020
41
26
12
63
11
5
2021
57
16
6
92%
extent to which the Company fully
or partially observed principles set
out in the Corporate Governance
Code
> > >
(%)
In particular, the Company plans to launch an online
voting system and to enable remote participation
in General Meetings of Shareholders this year. Several
internal documents are being prepared for approval,
while the existing ones are periodically reviewed
for compliance with Russian laws and best practices
of corporate governance.
In 2021, work was done to bring some of the Company's
internal regulations up to date, including amendments
were made to the Charter, the Regulation on Payment
of Remunerations and Compensations to Members
of the Board of Directors of PJSC Russian Aquaculture,
the Regulation on the Strategy Committee of the Board
of Directors, the Regulation on the Nomination
and Remuneration Committee of the Board of Directors,
as well as the Regulation on the Sustainable
Development Committee of the Board of Directors
was developed and approved and the list of insider
information was updated.
The highest level of compliance with corporate
governance standards, execution of as many
recommendations of the Corporate Governance
Code as possible, continuous study of the best
corporate governance practices and improvement
of the Company's corporate governance system
in accordance with them remain the Company's priorities.
The Company is also looking to be more informative
and willing to engage with shareholders and investors
on an ongoing basis.
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PJSC Russian Aquaculture | Annual Report 2021
The revision of certain compliance criteria
by the regulator is a new challenge as part of improving
the corporate governance which PJSC Russian
Aquaculture has readily accepted and redoubled its
efforts in order to implement and fully meet with them.
Read the full Report on Compliance with Principles
and Recommendations of the Corporate Governance
Code in 2021 in Report on Compliance
with the Principles and Recommendations
of the Corporate Governance Code.
www.russaquaculture.ru/en/
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