Corporate Governance

Head officeOn 3 December 2004, we adopted a new Corporate Governance Code. In formulating it, we were mindful of our obligations to comply with applicable Russian laws and regulations, but have also incorporated, in whole or in part, a number of the requirements of the UK Combined Code. We believe that compliance with the code will help to ensure that we are managed and monitored responsibly, and in a value-driven manner. We endeavour to follow international good corporate governance practices to protect the rights of our stakeholders.

We recognise that confidence in our company depends on the transparency of our financial and business operations, and the regular provision of reliable information. We comply with the disclosure standards established by the legislation and the requirements of the Federal Service for Financial Markets. We endeavour to ensure timely and precise disclosure of information on all significant issues, including our operating results, financial position, ownership and corporate governance.

Board committees

We formed three Board committees: Audit Committee, Personnel, Remunerations and Social Policy Committee and Strategic Planning Committee.

Audit Committee
Oleg Bagrin and Igor Fyodorov are the members of the Audit Committee, chaired by Randolph Reynolds, an independent director. This committee works out and submits to the Board of Directors the recommendations on efficient control of financial and economic activities of the Company, including annual independent external auditing of financial statements. 

Personnel, Remunerations and Social Policy Committee 
Stanislav Tsyrlin and Sergey Melnik are the members of the Personnel, Remunerations and Social Policy Committee, chaired by Dmitry Gindin, an independent director. The main objective of this committee is drafting recommendations on personnel policy of the Company and remuneration to members of management bodies and Audit Committee of the Company. The committee also deals with social issues of the Company, environmental safety and cooperation with state and local authorities.

Strategic Planning Committee 
Vladimir Skorokhdov, Nikolai Gagarin, Bruno Bolfo, Oleg Bagrin, Karl Doering (an independent director), Igor Fyodorov, Alexey Lapshin and Vladimir Nastich are the members the Strategic Planning Committee, chaired by Vladimir Lisin. The committee works out and submits to the Board of Directors the recommendations on priority guidelines for the Company and its development strategies, including long-term measures for enhancement of the Company's efficiency, increase in assets, profitability and attractiveness for investments.