Remuneration and dividends
Remuneration
Issues concerning Board member remuneration are referred to the General Meeting of Shareholders. The criteria used to determine remuneration for members of the Board of Directors and the procedures for payment of remuneration and compensation of expenses are set out in the Board Member Remuneration Regulations, which were approved by a General Meeting on February 25, 2009. Remuneration is fixed, and adjusted to factor in each Director’s memberships and chairman positions on the Board committees, as well as the chairman position for the Board of Directors.
In line with the Board Member Remuneration Regulations, only non-executive Directors have the right to Board member remuneration.
The total amount of remuneration paid to Board members for their performance in 2010 amounted to RUB 38,547,000.
Board members also have the right to compensation for their work-related expenses. The total amount of Board member expenses compensated in 2010 amounted to RUB 826,000.
Dividends
The Board of Directors prepares recommendations for dividend payments taking into account the long-term development of the company and the interests of the shareholders. The company achieved strong results during 2010 and was able to finance its operations and investment program while remaining comfortably compliant with its internal financial policies and debt covenants. The Board approved dividend payments of RUB 1.6bn on September 10, 2010 and RUB 4.2bn on December 27, 2010. The history of dividend payments and the company’s dividend policy can be found on our website at http://www.eurochem.ru/about/corp-gov/dividends/.
Dividends declared and paid for 2010 were as follows:*
| Period | Decision to pay dividends | Dividend payments completed | Dividends per common share (RUB) | Total amount of dividends (‘000 RUB) |
|---|---|---|---|---|
| 9M 2010 | 27.12.2010 | 27.12.2010 | 62.35 | 4,239,800 |
| 1H 2010 | 10.09.2010 | 10.09.2010 | 23.53 | 1,600,040 |
* Including dividends paid by Phosphorit Industrial Group, LLC,
a subsidiary of EuroChem MCC, OJSC.
| Attendance | in person (6) | in absentia (12) | |
|---|---|---|---|
| Andrey Melnichenko | 18/18 | 6 | 12 |
| Charles Adriaenssen | 16/18 | 4 | 12 |
| George Cardona | 16/18 | 5 | 11 |
| Keith Jackson | 17/18 | 6 | 11 |
| Nikolay Pilipenko | 18/18 | 6 | 12 |
| Richard Sheath | 17/18 | 6 | 11 |
| Dmitry Strezhnev | 18/18 | 6 | 12 |
| Vladimir Stolin | 18/18 | 6 | 12 |
The Company takes out Directors & Officers liability insurance which covers the Board Directors and members of the Management Board.
EuroChem strives to meet at all times the requirements of the National Code of Corporate Conduct (issued by the Russian Federal Securities Market Commission) and fully complies with the requirements set out by Russian stock exchanges for securities listings. During the year it made a number of changes to Company regulations and practices to tighten compliance. More information about compliance with the provisions of the National Code of Corporate Conduct can be found in Attachment 1 to this Annual report, which is available on our website at www.eurochem.ru.