The Board of Directors of PhosAgro, (Moscow Exchange, LSE: PHOR), one of the world’s leading vertically integrated phosphate-based fertilizer producers, has set the date of the Annual General Meeting of Shareholders (the AGM) as 22 May 2020. The record date for shareholders eligible to participate in the AGM will be 27 April 2020.
Taking into account the adverse epidemiological situation, the Board of Directors, in accordance with the provisions of Article 2 of the Federal Law of 18 March 2020, No. 50-FZ, has decided to hold the AGM in absentia.
The meeting agenda includes the approval of the Company’s 2019 annual report and annual financial statements; the distribution of profits and losses for 2019, including the payment of dividends; the election of members of the Board of Directors and the payment of remuneration and compensation to members of the Board of Directors; the election of members of the Audit Commission; approval of the Company's auditor for 2020; and approval of a related party transaction.
At the Board of Directors meeting, a report was heard on the work of the Board of Directors and its committees in 2019. The Board of Directors approved a report on compliance with the principles and recommendations of the Corporate Governance Code for 2019, confirming that PhosAgro’s corporate governance system and practices fully meet the current needs of the Company and enable shareholders to exercise their rights.
The Board of Directors also considered the issue of whether to recognise as independent Sven Ombudstvedt and Marcus Rhodes, who have been members of the Board of Directors since 2011 and are candidates for election to the new Board of Directors at the AGM. On the basis of the recommendation of the Remuneration and Human Resources Committee of the Board of Directors, the Board decided that they are independent, in accordance with the provisions of the Corporate Governance Code and the Listing Rules of the Moscow Exchange, as well as taking into account their practice of making unbiased, independent and objective decisions that are in the interests of both PhosAgro and its shareholders.
The Board of Directors recommended that the AGM set 2 June 2020 as the record date for final dividends for 2019. The Board of Directors also approved a major related party transaction.
FBK LLC has been recommended to the AGM as the Company’s RAS auditor for 2020.
Taking into account the adverse epidemiological situation, the Board of Directors, in accordance with the provisions of Article 2 of the Federal Law of 18 March 2020, No. 50-FZ, has decided to hold the AGM in absentia.
The meeting agenda includes the approval of the Company’s 2019 annual report and annual financial statements; the distribution of profits and losses for 2019, including the payment of dividends; the election of members of the Board of Directors and the payment of remuneration and compensation to members of the Board of Directors; the election of members of the Audit Commission; approval of the Company's auditor for 2020; and approval of a related party transaction.
At the Board of Directors meeting, a report was heard on the work of the Board of Directors and its committees in 2019. The Board of Directors approved a report on compliance with the principles and recommendations of the Corporate Governance Code for 2019, confirming that PhosAgro’s corporate governance system and practices fully meet the current needs of the Company and enable shareholders to exercise their rights.
The Board of Directors also considered the issue of whether to recognise as independent Sven Ombudstvedt and Marcus Rhodes, who have been members of the Board of Directors since 2011 and are candidates for election to the new Board of Directors at the AGM. On the basis of the recommendation of the Remuneration and Human Resources Committee of the Board of Directors, the Board decided that they are independent, in accordance with the provisions of the Corporate Governance Code and the Listing Rules of the Moscow Exchange, as well as taking into account their practice of making unbiased, independent and objective decisions that are in the interests of both PhosAgro and its shareholders.
The Board of Directors recommended that the AGM set 2 June 2020 as the record date for final dividends for 2019. The Board of Directors also approved a major related party transaction.
FBK LLC has been recommended to the AGM as the Company’s RAS auditor for 2020.