Committees of the Board of Directors
The Group has established three committees:
- Audit Committee
- Strategy Committee
- Nomination and Remuneration Committee
A brief description of each is set out below.
The Audit Committee is currently made up of three members:Denis Cherednichenko, Gerald Rohan and Maurice Dijols. Gerald Rohan is the chairman.
The Audit Committee is primarily responsible for monitoring:
- the integrity of our financial statements
- the effectiveness of our internal controls and risk management systems
- our auditor’s reports
- the terms of appointment and remuneration of the auditor
- the Group’s financial information submissions
The Audit Committee also supervises and advises the Board of Directors on risk management, internal control systems and the implementation of corporate codes.
The Strategy Committee is currently made up of four members: Sergey Generalov, Denis Cherednichenko, Nikolay Levitskiy and Gerald Rohan. Gerald Rohan is the chairman.
Nomination and Remuneration Committee
The Nominations and Remuneration Committee is currently made up of three members: Dmitry Lipyavko, Nikolay Levitskiy and Maurice Dijols.
The Committee is responsible for the following nomination activities:
- preparing selection criteria and appointment procedures for members of the Board of Directors
- review on a regular basis the structure, size and composition of the Board of Directors
- making recommendations regarding the membership of the other committees of the Board of Directors
- review the results of the Board performance evaluation process that relate to the composition of the Board of Directors
The Committee is also responsible for determining and reviewing the Group’s remuneration policies.
The remuneration of independent directors is a matter for the Chairman of the Board of Directors and the executive directors.