By establishing a corporate governance framework, Polyus PJSC is fully adhering to Russian legislative requirements and the Central Bank of Russia’s (CBR) regulations. Polyus’ corporate governance practices also conform to internationally recognized global standards, protect shareholders’ rights and allow for effective cooperation between all interested parties.
General Meeting of Shareholders
The General Meeting of Shareholders is the highest governing body for Company related affairs.
In accordance with the Company’s Articles of Association, an announcement relating to the General Meeting of Shareholders will be published on Polyus’ corporate website no later than 30 days prior to the meeting taking place. All information on Polyus’ website shall be in accordance with established procedures and will comply with CBR regulations regarding the disclosure of the corporate action notices in both Russian and English.
Board of Directors
The company’s Board of Directors is the governing body for the general management of Polyus PJSC, except for issues that fall under the responsibility of the General Meeting of Shareholders according to the Federal Law “On Joint Stock Companies” and the Company’s Articles of Association.
Polyus PJSC’s Board of Directors comprises nine members.
The Shareholders and/or the Board of Directors seek to nominate and/or elect at least three independent directors to the Board, namely those individuals who are recognized as independent in line with the ‘independence criteria’ stipulated by the listing rules of the Moscow Exchange where the Company’s securities are traded. Each independent director shall have a reasonable degree of autonomy for defining his/her opinion, be capable of making objective judgements unaffected by the Company’s executive bodies, separate groups of Shareholders or other interested parties, and have sufficient skills and expertise.
The Company’s current operations are managed by Polyus PJSC’s CEO (the sole executive body).
Board of Directors Committees
These Committees are advisory bodies providing consultation to the Company’s Board. The Committees consider the most essential matters for the Board and provide the Board with recommendations on these issues.
The Committees are not considered Polyus PJSC governing bodies, nor are they eligible to act on behalf of Polyus PJSC or the Board of Directors.
The Company Secretary ensures compliance with existing legislative requirements, Articles of Association and in-house documents that indemnify exercising the rights and legitimate interests of Shareholders as well as communicating between Company and its Shareholders.
Control and Audit System
FinExpertiza LLC, an auditing firm, was approved as the Company’s auditor at Polyus PJSC’s Annual General Meeting of Shareholders held on 5 April 2016.
The Auditing Commission oversees Polyus PJSC’s financial and operating performance by conducting audits of financial and operating activities and providing its own assessment of data reliability and adequacy, which is included in the annual report and contained in Polyus PJSC’s annual accounting report.