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Committees

The Committees of the Board of Directors are advisory and consultative bodies. The Board Committees are comprised of current members of the Board of Directors, having relevant experience and knowledge in the area of each Committee’s focus. The Committees can also involve external experts and consultants in their work. The primary role of the Committees is the preliminary consideration of the key issues reserved for the Company’s Board of Directors. The Committees are responsible for ensuring that issues brought before the Board have been subject to sufficient review in order to ensure that the Directors are able to cast their votes based on full and accurate information. In order to achieve this, Committee members seek to maintain a regular dialogue with management, the Company’s external auditor and other advisors on the issues that fall under their remit.

The following Committees are functioning:

  • Audit Committee
  • Strategy Committee
  • Remuneration and Human Resources Committee
  • Environmental, Health and Safety Committee
  • Risk Management Committee

The Audit Committee

The Audit Committee was created to prepare recommendation with regards to the review and evaluation of the Company’s financial statements, which are prepared by the Company and audited by the Company’s external auditor. According to the Statute of the Audit Committee of PhosAgro, the Audit Committee shall consist of not less than three current members of the Board of Directors, and shall be chaired by an Independent Director.

The Committee’s remit includes:

· analysis of financial reporting processes, including carrying out regular reviews and making recommendations;

· recommending the Company’s external auditor to the Board of Directorsand maintaining an ongoing relationship with the external auditor;

· analysis and support of the internal audit system and risk management procedures, including the drafting of recommendations for their improvement;

· ensuring compliance with applicable legislation and relevant standards of business conduct.


The Audit Committee comprises:

  • Marcus Rhodes, Committee Chairman, Independent Non-Executive Director of the Board of Directors 
  • Sven Ombudstvedt, Committee Member, Independent Non-Executive Director of the Board of Directors 
  • James Rogers, Committee Member, Independent Non-Executive Director of the Board of Directors 
  • Andrey Sharonov, Committee Member, Independent Non-Executive Director of the Board of Directors 

The Strategy Committee

The Strategy Committee was created to prepare recommendations for the Board of Directors with regards to the development of the Company’s strategy and related processes, including the management of the Company’s assets and the review of major innovation and investment programmes and projects. The Committee and its Chairman are appointed by the Board of Directors, which ensures that issues within the remit of the Committee are discussed and analysed thoroughly from all strategic points of view.

The Committee’s activities include :

· monitoring and updating the Company’s mid-term and long-term strategy, and drafting policy as required;

· evaluation of the development of the Company’s subsidiaries, including review of their strategies;

· making recommendations regarding the Company’s M&A projects;

· analysis and recommendations regarding potential strategic partnerships.


The Strategy Committee comprises:

  • Andrey A. Guryev, Committee Chairman, Member of the Management Board 
  • Andrey G. Guryev, Committee Member, Deputy Chairman of the Board of Directors
  • Mikhail Rybnikov, Committee Member, Non-Executive Director of the Board of Directors
  • Sven Ombudstvedt, Committee Member, Independent Non-Executive Director of the Board of Directors 

The Remuneration and Human Resources Committee

The Remuneration and Human Resources Committee’s Statute requires that the Committee’s Chairman is an Independent Non-Executive Director on the Company’s Board of Directors, and the Chief Executive Officer cannot be a member of the Committee.

The Committee’s activities include:

· the development of the Company’s policy in relation to organising the activity and motivation of the Board of Directors;

· the development of the human resources policy in relation to the Company’s senior management, and the supervision of its implementation.

The Remuneration and Human Resources Committee comprises:

  • James Rogers, Committee Chairman, Independent Non-Executive Director of the Board of Directors 
  • Marcus Rhodes, Committee Member, Independent Non-Executive Director of the Board of Directors 
  • Sven Ombudstvedt, Committee Member, Independent Non-Executive Director of the Board of Directors 

The Environmental, Health and Safety Committee

The Environmental, Health and Safety Committee was formed to oversee the Company’s activities in the areas of environmental protection, the efficient use of natural resources and energy, occupational health and safety for employees, including the avoidance of industrial accidents, and to advise the Board of Directors on such issues. The Committee and its Chairman are appointed by the Board of Directors.

The Environmental, Health and Safety Committee was formed to oversee the Company’s activities in the areas of environmental protection, the efficient use of natural resources and energy, occupational health and safety for employees, including the avoidance of industrial accidents, and to advise the Board of Directors on such issues. The Committee and its Chairman are appointed by the Board of Directors.

The Committee’s exclusive remit covers the following areas:

· the Company’s compliance with legal and regulatory requirements relating to environmental and health and safety issues;

· the Company’s development and enforcement of policies, procedures and practices beneficial to the protection of the environment and the health and safety of employees, contractors, customers and the public;

· the evaluation of the Company’s efficient use of natural resources and energy, enforcement of energy saving and resource conservation activities in the Company, and providing recommendations for further implementation and improvement of these activities;

· the prevention of industrial accidents, including plans, programmes and processes established by the Company to evaluate, manage and decrease risks of industrial accidents;

· the improvement of conditions related to health and safety for the Company’s employees, and the enforcement of policies for decreasing and eliminating occupational injuries.

The Environmental, Health and Safety Committee is composed of:

  • Mikhail Rybnikov, Committee Chairman, Non-Executive Director of the Board of Directors 
  • Andrey A. Guryev, Committee Member, Member of the Management Board
  • Natalia Pashkevich, Committee Member, Independent Non-Executive Director of the Board of Directors

The Risk Management Committee


The Risk Management Committee’s activities include:

· preparation of risk management methodologies, identification of the most significant risks that require constant monitoring and management, and preparation of recommendations regarding the comprehensive risk management system

· evaluation of the effectiveness of the Company’s risk management systems and recommendations on how to improve them

· preparation of recommendations for the Board of Directors regarding the Company’s risk appetite and risk tolerance 

The Risk Management Committee comprises: 
  • Xavier R. Rolet, Committee Chairman, Member of the Board of Directors, Independent Non-Executive Director of the Board of Directors
  • Andrey A. Guryev, Committee Member, Member of the Management Board 
  • Mikhail Rybnikov, Committee Member, Non-Executive Director of the Board of Directors

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