How our governance is structured
The Board of Directors is accountable to the shareholders for EuroChem’s long-term performance. The Board’s primary activities include:
- setting strategic priorities and analyzing management’s performance against those goals;
- oversight of control and risk management procedures;
- determining and reviewing EuroChem’s investment policy;
- considering M&A opportunities that have been reviewed and proposed by management;
- exercising oversight of EuroChem senior management at both Group and manufacturing company level, including advice on key strategic decisions.
In the ten years since EuroChem was founded, we have developed systems and procedures down to the operational level that help ensure proper monitoring, reporting and communication throughout the company. With these roles and systems in place (see diagram), we have a structure that works in practice and that we can focus on strengthening as we go forward.
Who is on the Board
Our Board consists of eight Directors, four of whom are fully independent. We expect our non-executive Directors, while maintaining their independence, to help us both have a clear strategic direction and also oversee the strengthening of our internal operations. Short profiles of the Directors are available in this report
Full Board of Directors’ CVs are provided in Appendix 1 to this report, which is available on line at www.eurochem.ru.
| Name | Position | Independent | Non-executive | Appointed from |
|---|---|---|---|---|
| Andrey Melnichenko | Chairman of the Board | No | Yes | From 03.2004 to 06.2006 and since 06.2007 |
| George Cardona | Strategy Committee (Chairman) | No | Yes | 06.2007 |
| Keith Jackson | Audit Committee, Strategy Committee |
Yes | Yes | 09.2007 |
| Dmitry Strezhnev | CEO, Chairman of the Management Board | No | No | 06.2007 |
| Richard Sheath | Audit Committee (Chairman), Corporate Governance and Personnel Committee |
Yes | Yes | 06.2007 |
| Vladimir Stolin | Corporate Governance and Personnel Committee (Chairman) |
Yes | Yes | 06.2007 |
| Charles Adriaenssen | Corporate Governance and Personnel Committee |
Yes | Yes | 06.2006 |
| Nikolay Pilipenko | Audit Committee | No | Yes | 02.2009 |
(as of 31 December 2010)
Director independence
At present, four of the Board’s members hold fully independent status based on generally recognized international practice. This means that they are independent of the company’s officers, affiliates, and major counterparties. Other than their directorships, they do not have any relations with the company that could potentially influence their objectivity. A member’s independent status is confirmed by the Board of Directors each time he is elected which, for Russian companies, means annually. Independent Directors must inform the Corporate Secretary of any changes to their status, including any events that may have an impact on their independent status, and any conflicts of interest that may arise during their directorships. The Board of Directors appoints the General Director and the members of the Management Board and determines the length of their terms. These executive bodies report directly to the Board of Directors. For more information about the executive team, see our website: http://www.eurochem.ru/about/corp-gov/management.
EuroChem system of corporate governance
* AB Lifosa (Lithuania) does not transfer the sole executive body authorities, representatives of EuroChem are elected to the management board of the Company.