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Board committees’ background

The Board has established the following structural units (six committees) to assist its activities: Audit and Risk Committee, Corporate Governance Committee, Nominations Committee, Remuneration Committee, Health, Safety and Environment Committee, Compliance Committee. All committees perform their duties on behalf of the Board. 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
    • 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 Committee

    The number of the Corporate Governance Committee (the “CGC”) members shall be set by the Board provided that the CGC shall consist of at least three (3) members. The majority of the CGC members shall be represented by the Board members who are independent directors recognised as such pursuant to the MOEX Listing Rules. The CGC meets at least three times a year.

    The CGC is currently comprised as follows:

    • Andrey Sharonov as Chairman

    • Zhanna Fokina

    • Anastasia Gorbatova

    • Carl Hughes

    • Joan MacNaughton

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

  • Nominations Committee

    The number of the Nominations Committee (the “NC”) members shall be set by the Board provided that the NC shall consist of at least three (3) members. The majority of the NC members shall be represented by the Board members who are independent directors recognised as such pursuant to the MOEX Listing Rules. The NC meets at least three times a year.

    The NC is currently comprised as follows:

    • Andrey Sharonov as Chairman

    • Lord Barker

    • Zhanna Fokina

    • Carl Hughes

    • Joan MacNaughton

    The NC shall develop recommendations to the Board on Board performance evaluation and planning internal appointments. The particular functions of the NC are described in detail in its Regulations.

  • Remuneration Committee

    The number of the Remuneration Committee (the “RemCom”) members shall be set by the Board provided that the RemCom shall consist of at least three (3) members. The RemCom shall consist of the Board members who are independent directors recognised as such pursuant to the MOEX Listing Rules. The RemCom meets at least three times during a financial year of the Company.

    The current RemCom is comprised as follows:

    • Christopher Bancroft Burnham as Chairman

    • Thurgood Marshall Jr.

    • Elena Nesvetaeva

    • Timur Valiev

    • 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

    • Zhanna Fokina

    • Vadim Geraskin

    • Thurgood Marshall Jr.

    • Andrey Yanovsky

    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 the OFAC’s SDN List. The number of the CC members shall be set by the Board provided that the CC shall consist of at least three (3) members. The CC 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
    • Anastasia Gorbatova
    • Carl Hughes
    • Thurgood Marshall Jr.
    • Timur Valiev

    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 and 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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