Untitled - PRIME Gold

194 2005 NORILSK NICKEL • ANNUAL REPORT •NORILSK NICKEL • ANNUAL REPORT •2005195••• Appendix 1Report on compliance with the Corporate Governance Codeof the Federal Commission for the Securities Market (1)NProvision of the Code of CorporateGovernanceGeneral Meeting of ShareholdersComplied/Not complied (2)Notes5. The Charter or internal By-laws of the companycontain a requirement on obligatory presenceof the General Director, members of theManagement Board, members of the Boardof Directors, members of the audit commissionand the external auditor of the company at theGeneral Meeting.Not compliedSuch persons are usually present at the GeneralMeetings held by the Company; however, theCharter and By-laws have no provisions stipulatingtheir responsibility to be present at theGeneral Meetings.1. Not less than 30 days prior notice of theGeneral Meeting given to shareholders regardlessof the issues on the agenda unless legislationprovides for a longer notice.2. Access of the shareholders to the list of personsentitled to attend the General Meeting,starting from the date of announcement ofthe General Meeting until the closing of theGeneral Meeting held in person, and in thecase of a General Meeting held by correspondence– until the deadline for the collectionof voting ballots.CompliedCompliedAccording to Clause 7 of the Regulation on theGeneral Meeting, "Notice of the meeting shallbe given to shareholders in the manner and intime determined by the Federal law and theCompany's Charter".According to the Charter, Clause 5.4, Para. 1,"Notice of the General Meeting shall be publishedin Izvestia newspaper, in RossiyskayaGazeta newspaper and in Taimyr newspaper notlater than 30 days prior to the General Meeting.If a General Meeting is held by vote in absentia,notice of the Meeting shall be given in theabove publications at least 30 days prior to thedeadline for the collection of ballots".In accordance with Article 51 of the Federal LawOn Joint Stock Companies, Clause 12 of theRegulation on the General Meeting stipulatesthat the "access to the list of persons authorizedto participate in the Meeting shall be madeavailable by the Company at the request of personsincluded in such list and having at least1 percent of votes".6. Obligatory presence of the nominees for thepositions of members of the Board of Directors,the General Director, members of theManagement Board, members of the auditcommission and external auditor during considerationby the General Meeting of theirelection and appointment.7. By-laws of the company establish a registrationprocedure for the participants in theGeneral Meeting.CompliedCompliedAccording to Article 29 of the Company's Regulationon the General Meeting, "if the agendaof the Meeting includes election of the directorsand/or approval of the auditor, the personsincluded in the list of nominees for director votingand/or authorized representatives of theauditors (auditor) proposed for approval by theMeeting should be necessarily invited to theMeeting".According to Clause 6.3.3.9 of the Charter, formationand termination of authorities of theexecutive bodies of the Company are includedin the competence of the Board of Directors.According to Clause 19 of the Company'sRegulation on the General Meeting, "theRegistrar of the Company exercising the functionsof the Counting Commission verifies theauthorities and registers persons participatingin the Meeting..." and the time of the start ofthe registration is determined by the Board ofDirectors (Regulation on the General Meeting,Clause 4).APPENDIX 13. Access of the shareholders to information(materials) to be provided during the preparationfor the General Meeting through electronicmedia, including the Internet.CompliedThe shareholders have access to such materials20 days before the date of the General Meetingat shareholder assistance offices – CJSC NRC, andat the Company (including through electronicmedia and the web).Board of Directors8. The company's charter provides for the authorityof the Board of Directors to approve annualfinancial and operating plans.Complied Charter of the Company, Clause 6.3.3.1.4. Possibility for a shareholder to put an issueon the agenda of the General Meeting orrequire a General Meeting to be called withoutpresenting an extract from the shareholderregister where title to shares is recorded inthe shareholder register system and by presentingonly a statement from the depotaccount where title to shares is recorded ina depot account.CompliedWhen collecting proposals for the agenda ofthe General Meeting, including those regardingthe candidates to the Board of Directors,the Company requests confirmation from theshareholder register on its own.9. The company has a risk management procedureapproved by the Board of Directors.CompliedAccording to Clause 6.3.3.34 of the Charter, thecompetence of the Board of Directors includes"Identification of main risks related to Companyoperations and implementation of measures andprocedures to control such risks".The Company has a Financial Risk ManagementPolicy in place, which was approved by the Boardof Directors (Protocol No. GMK/15-pr-sd of 1 June2004).10. The company's charter provides for the rightof the Board of Directors to take a decisionon suspending the authorities of theGeneral Director appointed by the GeneralMeeting.Complied Charter of the Company, Clause 6.3.3.9.