Investor Presentaiton
Annexes
No.
Corporate governance principles
Criteria for assessing compliance
with the corporate governance principle
Status of compliance
with the corporate
governance principle
2.1.7
The board
1. In the reporting period,
of directors exercises control
2.2
2.2.1
over the corporate governance
practice in the company
and plays the key role
in significant corporate events
of the company.
the board of directors reviewed
the results of a self-assessment
and/or an external evaluation
of the company's corporate
governance practices.
The board of directors is accountable to the company's shareholders
The information
about the work of the board
of directors is disclosed
and provided to shareholders.
2.2.2
The chairman of the board
2.3
of directors is available
for communication
with the company's
shareholders.
1. The annual report of the company
for the reporting period includes
information on the attendance
of board and committee meetings
by each board member.
2. The annual report contains
the information on the main results
of the performance assessment (self-
assessment) of the board of directors.
carried out in the reporting period.
1. The company has a transparent
procedure in place to ensure that
shareholders are able to present
inquiries to the chairmen and receive
feedback (and, where applicable,
to and from the senior independent
director).
Observed
Observed
Partially observed
2.3.2
Explanations of deviation
No.
Corporate governance principles
from criteria for assessing compliance
with the corporate governance
principle
Members of the board
of directors of the company
are elected through
a transparent procedure
allowing shareholders.
to obtain information
about the candidates
sufficient to form
an idea about their personal
and professional qualities.
Criteria for assessing compliance
with the corporate governance principle
1. In all cases when a general
meeting of shareholders was
held in the reporting period
and its agenda included items
concerning the election of the board
of directors, the company presented
shareholders with biographical
data of all candidates for members
of the board of directors, the results
of assessment of the candidates
on their professional expertise,
experience
and skills regarding current
and expected needs of the company
by the board of directors (or
its nomination committee),
as well as the information
on the compliance of the candidate
with the independence criteria
in accordance with recommendations
102-107 of the Code
and the acquired written consent
of candidates for election
Status of compliance
with the corporate
governance principle
Partially observed
Explanations of deviation
from criteria for assessing compliance
with the corporate governance
principle
Criterion No. 1 is partially
observed.
The Company provides
shareholders with the curriculum
vitae of all candidates
for the Board of Directors.
However, during the reporting
period, information materials
did not include the results
of the assessment of candidates'
professional qualifications,
experience and skills against
the current and expected
needs of the Company
carried out by the Board
of Directors or the Nomination
and Remuneration Committee.
The Company
is committed to implementing
the recommendations
of the Code and plans to include
this information in materials
for the General Meeting
of Shareholders.
Criterion No. 1 is partially
observed.
There is no formalised
procedure for shareholders
to approach the Chair
of the Board of Directors.
In practice, this procedure
is performed by the Corporate
Secretary or the person
responsible for shareholder
and investor relations.
In the reporting period,
shareholders took
the opportunity to ask questions
by writing to the email address
listed on the Company's
website and received answers
to their questions.
In the future reporting
period, the company plans
to formalise its shareholder
relations procedure
and ensure a transparent
procedure for contacting
the Chair of the Board
of Directors and communicating
it to shareholders..
The board of directors is an effective and professional management body of the company capable of making objective
independent judgements and taking decisions in the interests of the company and its shareholders
2.3.1
Only persons having
an impeccable business
and personal reputation along
with the knowledge, skills
to make decisions falling
and experience necessary
within the jurisdiction
of the board of directors
and required for the effective
performance of its functions,
are elected to the board
of directors.
1. In the reporting period, the board
of directors (or its nomination
committee) assessed candidates
for the board of directors
from the standpoint of the necessary
experience, knowledge, business
reputation, absence of conflict.
of interest, etc.
Observed
2.3.3
2.3.4
The composition of the board
of directors is balanced,
including in terms
of the qualification of its
members, their experience,
knowledge and business
qualities, and enjoys the trust
of shareholders.
The quantitative composition
of the board of directors
of the company makes
it possible to organise
the activities of the board
of directors in the most effective
way including the possibility
of creating committees
of the board of directors,
and gives substantial minority
shareholders of the company
an opportunity to get
the candidate they vote
for to be elected to the board
of directors.
to the board of directors
1. In the reporting period, the board
of directors analysed its own needs
in terms of professional qualifications,
experience and skills and identified.
the competencies required
by the board of directors in the short
and long term.
1. In the reporting period,
the board of directors considered
whether the number of members
of the board of directors meets
the needs of the company
and the interests of the shareholders.
Observed
Observed
108
PJSC Russian Aquaculture | Annual Report 2021
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