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Corporate Governance Structure
Corporate governance involves several corporate bodies and functions with the General Shareholders’ Meeting, the Board of Directors and the Chief Executive Officer being the most central ones.
Our ultimate decision making body is the General Shareholders’ Meeting.
It is followed by the Board of Directors, which is responsible for the general management of the company, including strategy coordination and general supervision.
Our Chief Executive Officer (CEO) is responsible for the day-to-day operations of the company.
Our Managing Directors head our Business Divisions that operate through a number of Business Units lead by BU Managers.
A brief description of each of the General Shareholders’ Meeting, the Board of Directors, the CEO and our business organization and management is set out below.
- General Shareholders’ Meeting
- The General Shareholders’ Meeting is our supreme governing body. General Shareholders’ Meetings are convened by the Board of Directors at least once a year.
- Board of Directors
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The Board of Directors is responsible for the general management of LSR Group, including strategy coordination and general supervision.
The Board of Directors is normally elected at the annual General Shareholders’ Meeting through cumulative voting, unless the appointment of the previous panel was terminated and a new panel was appointed at an extraordinary General Shareholders’ Meeting. Before the expiration of their term, the members of the Board of Directors may be removed at any time by a majority vote at the General Shareholders’ Meetings.
The Board of Directors has the authority to decide, among other things, the following:
- determination of our business priorities;
- convening annual and extraordinary General Shareholders’ Meetings, except in certain circumstances set out in the Joint Stock Companies Law and our charter;
- placement of our bonds and other securities, as provided for by the Joint Stock Companies Law; and
- other issues, as provided for by the Joint Stock Companies Law and our charter.
LSR Group’s Board of Directors currently includes three committees: Audit Committee, Strategy and Investments Committee and Human Resources and Compensations Committee. - Audit Committee
- The Audit Committee supervises our financial and accounting activities and reviews and evaluates our annual reports prepared by our external auditor, as well as evaluating internal control procedures. The Audit Committee consists of three members of the Board of Directors and is chaired by an independent director. The CEO may not be a member of the Audit Committee. The Audit Committee was established in June 2007 and currently consists of Mikhail Romanov, Sergey Skaterschikov and Elena Tumanova. One of the three Audit Committee members is an independent director.
- Strategy and Investments Committee
- Strategy and Investments Committee assists the Board of Directors in carrying out its responsibilities in relation to corporate strategy, including supervision of development and implementation of corporate strategy, acquisitions and disposals of businesses, approval and implementation of significant investment projects, allocation of investment budget. The committee consists of three members of the Board of Directors and is chaired by an independent director. The CEO is a member of Strategy and Investments Committee. The committee was established in February 2008 and currently consists of Igor Kamenetsky, Sergey Skaterschikov and Igor Levit. One of the three committee members is an independent director.
- Human Resources and Compensations Committee
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This committee advises the Board of Directors on the remuneration of the CEO and executive officers, terms and conditions of employment agreements with the CEO and criteria for candidates to the Board of Directors. It also conducts the appraisal of the CEO. The committee consists of three members of the Board of Directors and is chaired by an independent director.
The CEO may not be a member of the Human Resources and Compensations Committee. The Human Resources and Compensations Committee, established in June 2007, currently consists of Sergey Skaterschikov, Dmitri Goncharov and Elena Tumanova. One of the three human resources and compensations committee members is an independent director. We have also adopted regulations on insider information, which are aimed at limiting insider trading and protecting commercially sensitive information. - CEO
- Pursuant to Joint Stock Companies Law and our charter, the day-to-day activities of the company, except for the matters reserved for the General Shareholders’ Meeting and the Board of Directors, are managed by the CEO, who acts on behalf of the company without a power of attorney, representing its interests, entering into transactions, disposing of assets, opening bank accounts, approving staffing structure and issuing internal orders and directives. Our current CEO is Igor Levit.
- Senior Management Team
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LSR Group’s Senior Management Team comprises our CFO and Managing Directors responsible for the management of our business divisions and our business development.
The Senior Management Team reports to the CEO of LSR Group.
