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Board committees’ background

The Board has established the following structural units (five committees and one advisory board) to assist its activities: Audit and Risk Committee, Corporate Governance and Nominations Committee, Remuneration Committee, Health, Safety and Environment Committee, Compliance Committee. All committees perform their duties on behalf of the Board. The composition of the committees has been reorganised following the lifting of sanctions from the Company on 27 January 2019. The composition of the Company’s existing Board committees was amended on 8 February 2019 and again on 14 February 2019. The details regarding each of the committees are set out below.

  • Audit and Risk Committee

    The Audit and Risk Committee (the “ARC”) shall consist of four members, who are independent directors, recognised as such pursuant to the Listing Rules of Moscow Exchange. The ARC meets at least once a financial quarter of the Company.

    Current composition of the ARC is as follows:

    • Carl Hughes as Chairman
    • Christopher Bancroft Burnham
    • Alexander Chmel
    • Andrey Sharonov
    • Andrey Yanovsky

    The ARC performs preliminary review of the matters related to oversight over financial and economic activities of the Group and assists the Board in efficient performance of its oversight functions. The particular functions of the ARC are described in detail in its Regulations.

  • Corporate Governance and Nominations Committee

    The Corporate Governance and Nominations Committee (the “CGNC”) shall consist of four members, who are independent directors, recognised as such pursuant to the Listing Rules of Moscow Exchange. The CGNC meets at least three times a year.

    The CGNC is currently comprised as follows:

    • Andrey Sharonov as Chairman

    • Carl Hughes

    • Nicholas Jordan

    • Joan MacNaughton

    The CGNC shall develop recommendations to the Board on corporate governance, shareholder rights protection, conflict resolution, corporate ethics compliance, disclosure of information, Board performance evaluation, compliance with the internal corporate procedures and planning internal appointments. The particular functions of the CGNC are described in detail in its Regulations.

  • Remuneration Committee

    The Remuneration Committee (the “RemCom”) shall consist of four members, who are independent directors, recognised as such pursuant to the Listing Rules of Moscow Exchange. The RemCom meets at least three times during a financial year of the Company.

    The current RemCom is comprised as follows:

    • Nicholas Jordan as Chairman

    • Christopher Bancroft Burnham

    • Carl Hughes

    • Andrey Yanovsky

    The RemCom performs preliminary review of matters relating to formation of efficient and transparent remuneration practices. The particular functions of the RemCom are described in detail in its Regulations.

  • Health, Safety and Environment Committee

    The Health, Safety and Environment Committee (the “HSE Committee”) is a newly-formed committee post-sanctions. It consists of four members and meets at least once in each quarter of the Company’s financial year.

    The HSE Committee is currently comprised as follows:

    • Joan MacNaughton as Chairwoman

    • Lord Barker

    • Alexander Chmel

    • Vadim Geraskin

    The HSE Committee performs preliminary consideration of the matters pertaining to operation of a proper system for the management of health, safety and environment risks. The particular functions of the HSE Committee are described in detail in its Regulations.

  • Compliance Committee

    The Compliance Committee (the “CC”) is a newly-formed committee following the Company’s removal from OFAC’s SDN List. It consists of five members and meets at least once in each quarter of the Company’s financial year.

    The CC is now comprised as follows:

    • Christopher Bancroft Burnham as Chairman
    • Lord Barker
    • Alexander Chmel
    • Carl Hughes
    • Joan MacNaughton

    The CC performs preliminary consideration of the matters pertaining to the Company’s compliance with applicable laws and internal regulations of the Company on countering bribery, corruption and money laundering, antimonopoly law, data protection law, health & safety law, ethical standards, as well as the laws on economic sanctions. The particular functions of the CC are described in detail in its Regulations.

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