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Committees of the Board of Directors
The Board of Directors can create standing (for the term of the Board of Directors) and temporary committees (to address specific issues) to protect the interests and rights of shareholders and enhance the effectiveness of the Board of Directors. The Board of Directors approves the committee regulations and can amend them as needed.
HR AND REMUNERATION COMMITTEE The HR and Remuneration Committee was set up for preliminary review of human resource issues that fall under the authority of the Board of Directors.
The Committee met six times in 2010 and made the following decisions:
AUDIT COMMITTEE The Audit Committee was set up for preliminary consideration of matters that fall under the authority of the Board of Directors. The Audit Committee’s functions include monitoring:
The Audit Committee meets as needed.
The Audit Committee held three meetings in 2010 and made the following decisions:
The Board of Directors can create standing (for the term of the Board of Directors) and temporary committees (to address specific issues) to protect the interests and rights of shareholders and enhance the effectiveness of the Board of Directors. The Board of Directors approves the committee regulations and can amend them as needed. The Audit Committee and Human Resources and Remuneration Committee are currently the standing committees of the Board of Directors.
Audit Committee The Audit Committee was set up for preliminary consideration of matters that fall under the authority of the Board of Directors. The Audit Committee’s functions include monitoring: • The quality and completeness of financial reports • The qualifications and independent status of an external auditor • The activities of the Internal Control Service
The Audit Committee examines PJSC NCSP financial statements, as well as external and internal audits, and makes recommendations to the Board of Directors. It works closely with the PJSC NCSP auditor, company Audit Committee, and Internal Control Service. The Audit Committee meets as needed. As of December 31, 2009, the Audit Committee included: Georgy Koryashkin (Chairman) Alexander Ponomarenko Tamara Pakhomenko The Audit Committee met four times in 2009 and made the following decisions: • To adopt a work plan for the Committee and PJSC NCSP Internal Control Service for 2009 and approve the Internal Control Service’s report for 2008; • To approve a report by the PJSC NCSP auditor on the reliability of financial statements for 2008, a decision by the Audit Committee on the results of an audit of financial and commercial operations for 2008 and recommendations to the General Shareholder Meeting to confirm an external auditor; • To approve a report by the director of the Internal Control Service on the consideration of significant accounting and auditing issues, adjustments and changes in accounting policies that could affect the financial results.
HR and Remuneration Committee The HR and Remuneration Committee was set up for preliminary review of human resource issues that fall under the authority of the Board of Directors. The Committee is responsible for establishing the criteria for selecting candidates to the Board of Directors and Executive Board, and for the position of CEO, as well as making recommendations on specific candidates and drafting the terms of contracts with the CEO and the management team. The Committee regularly evaluates the activities of the CEO and members of the Executive Board, and develops corporate policy on compensation for company management. The Committee meets as needed.
As of December 31, 2009, the HR and Remuneration Committee included: Georgy Koryashkin (Chairman) Alexander Ponomarenko Tamara Pakhomenko
The Committee met seven times in 2009 and made the following decisions: • To change PJSC NCSP’s organizational structure to eliminate the position of First Deputy CEO and introduce the position of Chief Operating Officer • To approve a report on the implementation of a decision by the Board of Directors pertaining to Committee activities; to confirm the Committee schedule for 2009 • On the amount of remuneration for members of the Board of Directors and members of the PJSC NCSP Audit Committee
Information Disclosure Committee The Executive Board’s Information Disclosure Committee was established in June 2008 on the initiative of the Board of Directors to ensure that company’s information disclosure practices meet legal requirements and internal company regulations. It will also ensure the reliability, timeliness, and consistency of information disclosed. The Legal Support Director, Chief Accountant, Head of the Legal Department, Executive Secretary, Head of the Information Department, and two officers from the Property department are permanent members of the Committee. The Committee meets at least once quarterly. The Information Disclosure Committee met 13 times in 2009 and considered 23 issues, mostly pertaining to information relations with the federal and regional authorities. <-->
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