The Board has established five committees to assist its activities:
  • Audit and Risk Committee (previously the Audit Committee)
  • Corporate Governance and Nominations Committee
  • Remuneration Committee
  • Health, Safety, and Environment Committee
  • Regulation and Compliance Committee
All committees perform their duties on behalf of the Board, which is responsible for constituting, assigning, co-opting, and fixing the terms of service for committee members. This function may be delegated by the Board to the Corporate Governance and Nominations Committee. 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”) comprises at least three members, all of whom are independent non-executive directors, and meets at least four times a year. Current composition of the ARC is as follows:

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

The ARC is responsible for considering, inter alia: (i) the integrity of the Group’s consolidated financial statements, including its annual and interim accounts, and the effectiveness of the Group’s Internal Control and risk management systems (including the Company’s procedures for detecting fraud and preventing bribery); and (ii) the terms of appointment and remuneration, and ongoing monitoring of the effectiveness and objectivity of the independent auditors. The ARC supervises, monitors, and advises the Board on the risk management and control systems, as well as on implementing codes of conduct. In addition, the ARC supervises the submission of the Group’s financial information and a number of other audit-related issues.

The ARC is also responsible for reviewing the effectiveness of the external audit process. JSC KPMG (“KPMG”) has been the Company’s external auditor since 2009, and the team is led by Mr Yerkozha Akylbek. As part of the annual external audit review, the ARC considers the fee proposals and effectiveness for applicable professional and regulatory requirements as well as the external audit process in determining KPMG’s reappointment.

The ARC also considers the effectiveness of any other external auditor in conjunction with other relevant Board committees, such as audits performed to meet the terms of removal from the OFAC SDN List.

In accordance with its Terms of Reference, the ARC shall meet as often as it deems necessary but, in any case, at least four times per year. The meetings are held to coincide with key dates in the financial reporting and audit cycle, at times and places determined by the Chairman of the ARC, with further meetings to occur or actions to be taken by unanimous written consent, when deemed necessary or desirable by the ARC or its Chairman. The ARC reviews its own performance on a minimum annual basis in a manner it deems appropriate, and submits the evaluation of such (including any recommendations for change) to the Corporate Governance and Nomination Committee and to the Board for review and approval.

In 2018, the ARC held three meetings and provided support to the Board in all matters associated with the Company’s keys projects, including reviewing and improving the Company’s consolidated and separate financial statements, developing the Group’s Internal Audit function, and improving internal controls.

Corporate Governance and Nominations Committee

The Corporate Governance and Nominations Committee (the “CGNC”) comprises at least three members, at least half of whom shall be independent non-executive directors, and 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’s primary role is to recommend and annually review the corporate governance guidelines for the Company and its consolidated subsidiaries and to oversee corporate governance matters.

The primary responsibilities of the CGNC include the following:

  • Recommending and annually reviewing corporate governance guidelines for the Company and its consolidated subsidiaries (together, the «Group») and overseeing corporate governance matters;
  • Identifying individuals qualified to become Board members and recommending such individuals to the Board for nomination for election to the Board. When considering Board appointments, the CGNC assesses nominees’ experience, independence, compliance with the Terms of Removal from the OFAC SDN List, integrity, skills, gender, age, nationality, and educational background, among other considerations
  • Making recommendations to the Board concerning committee appointments (other than the CGNC) and subsidiaries’ board and CEO appointments
  • Considering and recommending any proposed amendments to the Company’s Memorandum and Articles of Association or to standing procedures of the Board and the Terms of Reference of the Company’s Board committees, and reviewing and recommending any changes to other corporate governance documents of the Group
  • Reviewing all legislative, regulatory and corporate governance developments that might affect the Company’s operations, and making any related recommendations to the Board
  • Making recommendations to the Board concerning the terms of the Group’s Code of Ethics
  • Assessing and making recommendations to the Board concerning liability insurance of the Company’s directors’ and officers’

The CGNC held four meetings in 2018. The majority of CGNC meetings involved considering and nominating individuals for employment or selecting candidates as Board members of the Company or its subsidiaries. A key matter for the CGNC in 2018 was developing a new management structure. The CGNC reviews its own performance on a minimum annual basis in a manner it deems appropriate, and submits the evaluation of such (including any recommendations for change) to the Board for review and approval.

Remuneration Committee

The Remuneration Committee (the “RemCom”) comprises at least three members, at least half of whom shall be independent non-executive directors, and meet at least three times a year. The current RemCom is comprised as follows:

  • Nicholas Jordan as Chairman
  • Christopher Bancroft Burnham
  • Alexander Chmel
  • Igor Lojevsky

The RemCom is responsible for determining and reviewing, among other matters and giving due consideration to applicable laws and regulations, the Company’s remuneration policies, compensation and benefits plans, including incentive and executive compensation and any equity-based plans. Remuneration policies are determined based on an employee’s qualifications and performance, as well as the complexity of their job. Wages for each employee are generally reviewed annually and revised in accordance with a performance assessment and local labour market conditions. The remuneration of independent directors is a matter for the Chairman of the Board and the executive directors. No director or manager may be involved in any decisions regarding their own remuneration.

The RemCom’s responsibility is also to prepare selection criteria and appointment procedures for Board members and regularly review the structure, size, and composition of the Board of Directors. In undertaking this role, the RemCom refers to the skills, knowledge, and experience required of the Board of Directors given the Company’s stage of development and makes recommendations to the Board of Directors as to any changes. The RemCom also considers future appointments relating to the Board composition, as well as making recommendations for ARC membership. The RemCom reviews its own performance on a minimum annual basis in a manner it deems appropriate, and submits the evaluation of such (including any recommendations for change) to the Board for review and approval.

In 2018, the RemCom held two meetings and approved remuneration levels for the Company’s non-executive directors and senior management team members.

Health, Safety, and Environment Committee

The Health, Safety, and Environment Committee (the “HSE Committee”) is a newly-formed committee post-sanctions. It comprises at least three members, meets at least three times a year, and is currently comprised as follows:

  • Joan MacNaughton as Chairwoman
  • Lord Barker
  • Alexander Chmel
  • Vadim Geraskin

The primary responsibilities of the HSE Committee include the following:

  • Periodically reviewing the effectiveness of the Group’s health, safety, and environmental strategies, systems, policies, and practices, as well as the results of any health, safety, and environmental audit
  • Considering the areas of significant corporate and individual health, safety, and environmental risks and whether the appointed executive is managing such risks effectively
  • Periodically reviewing the health, safety, and environmental governance and managerial structure within the Group
  • Considering major findings of any internal and/or external investigations and the appointed executive’s response(s) in relation to such
  • Making decisions regarding any improvements or changes to be made to the Group’s health, safety, and environmental strategies, systems, policies, and practices
  • Making recommendations to the Board for the formulation and setting of objectives with regards to the Group’s health, safety, and environmental management
  • Making recommendations to the Board regarding the possible participation, co-operation and consultation on health, safety, and environmental issues with governments, nongovernmental organisations, and other companies and/or employee organisations.

Regulation and Compliance Committee

The Regulation and Compliance Committee (the “RCC”) is a newly-formed committee following the Company’s removal from OFAC’s SDN List. It comprises at least three members, will meet at least four times a year, and is now comprised as follows:

  • Christopher Bancroft Burnham as Chairman
  • Lord Barker
  • Carl Hughes
  • Igor Lojevsky
  • Joan MacNaughton

Primary responsibilities of the RCC:

  • Establish and maintain transparency, accountability, and good corporate governance
  • Review and monitor the regulatory and compliance training as well as the continuous professional development of the Company’s Directors and senior management
  • Keep all legislative, regulatory, and Corporate Governance developments under review, including any specific compliance requirements issued to the Company by OFAC that may affect the Company’s operations and make recommendations to the Board in relation to such
  • Recommend compliance guidelines for the Company to the Board, assessing the guidelines on a minimum annual basis and overseeing compliance with such guidelines
  • Develop and review Group policies in relation to regulatory compliance and make recommendations to the Board in relation to such
  • Receive and consider reports on any views expressed by OFAC, shareholders, shareholder representative bodies, and other interested parties in relation to regulatory compliance

The RCC shall review its own performance and reassess the adequacy of procedures and guidelines relating to regulatory compliance.

Internal Auditor

The Company’s internal auditor is responsible for the recommendation of an auditing plan to the ARC. The internal auditor carries out auditing assignments in accordance with such plan and oversees and reports on the Company’s compliance with the plan’s recommendations. The internal auditor also files a half-year report with the ARC and the Board of Directors, and must be available for any Board or ARC meetings.