Committees of the Board of Directors
Per the provisions of corporate documents, the Board of Directors has established Committees to ensure it works efficiently and to make preparations on the most important issues.
The Committees of the Board of Directors were formed in accordance with the resolution of the Board of Directors dated June 21, 2018 (unnumbered minutes dated June 21, 2018) and July 25, 2019 (unnumbered minutes dated July 26, 2018). During the reporting period, all members of the relevant Committees participated in all meetings of the Committees of the Board of Directors.
In 2018, in addition to the existing Audit Committee and the HR and Remuneration Committee, the Strategy Committee and Capital Markets Committee were created for the first time.
The Committees are formed by the Board of Directors from among the members of the Board of Directors who have the relevant professional experience and knowledge.
When electing members of the Committees (including the chairmen of the Committees), the following aspects must be taken into account: the education and professional training of the candidates, their work experience within the Committee’s area of focus, document handling skills as well as any other specialist knowledge, skills, and experience that are necessary for the Committee members to exercise their powers effectively and responsibly.
According to the Company’s Regulation on the Committees of the Board of Directors, the Audit Committee and the HR and Remuneration Committee of the Board of Directors should consist of independent directors only, but if this is not possible for objective reasons, independent directors should make up the majority of the Committee members, while the other committee members may be members of the Board Directors who are not the CEO or members of the Company’s Management Board. Only an independent director may be the Chairman of the Committee.
Independent directors should make up the majority of the members of the Strategy Committee and the Financial Markets Committee, while the other members may be members of the Board of Directors who are not the CEO and/or members of the Company’s Management Board.
Key functions of the Committee:
- Verification and monitoring of the completeness of financial statements
- Verification of the internal control and risk management systems
- Monitoring the effectiveness of internal audits
- Monitoring relations with the external auditor, etc.
| Committee member and role | Status |
|---|---|
| Gregor Mowat – Chairman | Independent Non-Executive Director |
| James Simmons | Independent Non-Executive Director |
| Alexander Prysyazhnyuk | Independent Non-Executive Director |
Committee’s work in 2018
Issues considered by the Audit Committee of the Board of Directors in 2018 included the Regulation on Internal Audit, the nominations of candidates for the director of the internal audit unit, and the key performance indicators of the director of the internal audit unit.
Key functions of the Committee:
- Drafting and monitoring the remuneration policy (long-term/short-term incentive)
- Endorsement and monitoring of senior management hiring (CEO-1/CEO-2 levels)
- Drafting of a talent management strategy
- Annual evaluation of the Board of Directors and management performance
- Other matters within its competence
| Committee member and role | Status |
|---|---|
| James Simmons – Chairman | Independent Non-Executive Director |
| Paul Foley | Independent Non-Executive Director |
| Alexander Prysyazhnyuk | Independent Non-Executive Director |
Committee’s work in 2018
Over the course of 2018, the HR and Remuneration Committee of the Board of Directors conducted a compliance assessment of the members of the Board of Directors to determine whether they have the necessary experience and skills; comply with independence criteria set out in the Company’s policies on evaluation of candidates for the Company’s Management Board; and also tentatively considered the conditions of long-term incentive programs for management and key employees of the Company and other matters within its competence.
Key functions of the Committee:
- Strategic and investment planning
- Identification of priority areas of focus
- Endorsement and verification of the business plan/budget
- Other matters within its competence
Verification of mergers and acquisitions, large investment projects, etc.
| Committee member and role | Status |
|---|---|
| Paul Foley – Chairman | Independent Non-Executive Director |
| Alexey Makhnev | Non-Executive Director |
| James Simmons | Independent Non-Executive Director |
Committee’s work in 2018
In 2018, the Strategy Committee of the Board of Directors considered the main principles of the Company’s investment policy, approved the business transformation strategy, and considered certain issues concerning the pharmaceutical development strategy.
Key functions of the Committee:
- Development and strengthening of corporate governance systems
- Preparation, development, and introduction of investor relations strategies
- Evaluation of the dividend policy and recommendations for the Board
- Other matters within its competence
| Committee member and role | Status |
|---|---|
| Paul Foley – Chairman | Independent Non-Executive Director |
| Alexey Makhnev | Non-Executive Director |
| Charles Ryan | Independent Non-Executive Director |
Committee’s work in 2018
The Capital Markets Committee of the Board of Directors was formed in August 2018. From the time it was formed until the end of the reporting year, the Committee tentatively considered a change in the Regulations on the Company’s Board of Directors and other matters within its competence.