The Corporate Governance & Personnel Committee
The Corporate Governance & Personnel Committee focuses on issues including remuneration and incentives, staffing requirements at ongoing investmentprojects and the introduction of health and safety performance indicatorswithin the management incentive programme.
The Committee pays close attention to the remuneration of key managers,which is tied to the implementation of individual plans and the Company’soperational results.
The Committee’s activities are cyclical, since the incentives system and topmanagement’s targets for the coming year are set at the end of the year duringthe budgeting process and after adjustments have been made to businessstrategies. Individual targets are assessed from February to April once theresults have been reported. The Committee therefore uses a systemicapproach to assure the Board that management remuneration is adequateand appropriately incentivised.
The Corporate Governance & Personnel Committee currently hasthree members: the independent Chairman Vladimir Stolin, independentdirector Andrea Wine and non-executive director Nikolay Pilipenko. Every year, the Committee organises the Board’s performance appraisalexercise. The method used for the appraisal involves a survey, and detailedanswers provided by the directors form the basis for Board discussion anddecisions made based on the conclusions
CORPORATE GOVERNANCE& PERSONNEL COMMITTEE MEETINGS AND ATTENDANCE
In 2013, the Committee held six meetings in person and one meetingin the form of a conference call. Attendance details are available on page 67in the Board table. Throughout the year, the Committee held working meetingswith key executives and managers, including reviews of work performed in theprevious year as well as setting objectives and targets for the current andupcoming periods.
OVERVIEW OF CORPORATE GOVERNANCE AND PERSONNEL COMMITTEE ACTIVITY DURING 2013
|Remuneration and incentives||
|Appointments and staffing||
|Appraisal of the Board’s performance||
of the Company
PRIORITIES FOR 2014
- Regular monitoring of HSE status within the Group;
- Development of the Company’s HSE function and culture of industrial safety
Remuneration and incentives
- Approval of project-based incentives programmes for key investment projects planned for the year
- Setting annual targets for top management and review of target achievements
- Approval of the incentives programme for the completion of the project to develop the Company’s management system
- Updating incentives systems for senior management
Contemplated Reorganisation of the Company
- Regular monitoring of the project to develop the Company’s management system
- Review targets and plans with regards to reorganising the sales, logistics, and purchasing functions
HR-related matters and succession pool planning
- Development of personnel and approaches to building business careers, including data on the current status of the succession pool for positions on the Board’s required-approval list
- Review of 2015 HR budget
- Approval of the Company’s three year programme to develop managerial staff at various management levels
- Board performance review
Planned improvements to our corporate governance practices
- Standardise induction procedures for new Board members
- Develop a comprehensive training programme for the members of the Board of Directors
- Defining targets for the Corporate Secretary
- Development of a new methodology for assessing the activities of the Board of Directors
- Update insider information guidelines within the context of the Company’s reorganisation
- Audit of statutory documents on the distribution of control within the Company
- Analysis of effective shareholder communication mechanisms
- Analysis of the scope of disclosure of information on the activities of the Board of Directors on the company’s website, including decisions of the Board of Directors.