Annual Report

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ASTARTA HOLDING N.V. Annual Report 20117. Charter of the Rules governing the Remuneration Committee8. Profile and Tasks of the Compliance Officer9. Securities Rules of the Board of Directors10. Code of Conduct11. Whistleblower Rules12. Insider Trading RulesOn 27 June 2008 the General Meeting of Shareholders approved the amendments to the Bylawsof the General Meeting of Shareholders, the Rules of the Board of Directors, the Charterof the Rules governing the Audit Committee, the Charter of the Rules governing theRemuneration Committee.On 5 June 2009, the General Meeting of Shareholders approved to further investigate towhat extent i) the new Dutch Corporate Governance Code will affect the current Company'sgovernance, ii) it will be opportune to implement new provisions and principles of the newcode in order to comply with the new Dutch Corporate Governance Code, (iii) new provisionsand principles of the new Dutch Corporate Governance Code can be immediately applied bythe Company, or (iv) new provisions and principles the Company is unlikely to apply. TheCompany shall discuss any adjustments to its corporate governance policy, documents andprocedures as well as the implementation of the new Dutch Corporate Governance codeprovisions and principles at its next year’s AGM or -if deemed necessary by the Company- atan extraordinary shareholders meeting to be held prior to next year's AGM.On 30 June 2011 the General Meeting of Shareholders approved amended RemunerationPolicy of the Company.All adopted corporate governance documents are published on the Company’s websitewww.astarholding.com.DConfirmations in relation to the Dutch Corporate Governance CodeThere have not been conflict of interest situations between the Directors and the Companyduring financial year 2011. The Board of Directors would like to confirm that if there hadbeen such situations, that it would have complied with best practise provisions II.3.2 andII.3.3 of the Dutch Corporate Governance Code, also in line with the documents mentionedunder section C. This means that the Board of Directors would have immediately reportedany such conflict of interest or potential conflict of interest being of material significance tothe Company and/or to such Director, to the Non-Executive Directors and to the othermembers of the Board of Directors. Any discussion or decision-making with regard to theconflicted transaction, including any decision to determine whether there is an actual conflictof interest, would have been taken without the conflicted Director being present. The sameapplies to best practise provisions III.6.1 through III.6.3 with respect to conflicts of interest inrelation to the Non-Executive Directors, to the extent possible taking into account that theCompany has a one-tier structure.The Board of Directors also confirms that there have not been any conflict of interestsituations between the Company and shareholders holding more than 10% of the shares inthe Company’s capital during financial year 2011. The Board of Directors also confirms that ifthere had been any such situations, it would have acted in compliance with best practiseprovision III.6.4 of the Dutch Corporate Code, providing for agreement in such situations onterms that are customary in the sector concerned, with the prior approval of the Non-Executive Directors.46
ASTARTA HOLDING N.V. Annual Report 2011Internal ControlInternal risk management and control systemsGeneralThe Board of Directors is responsible for the Group’s system of internal risk management andcontrols and for reviewing their operational effectiveness.The internal risk management and control systems are designed to identify significant risksand to assist in managing the risks that could prevent the Group from achieving itsobjectives. The systems, however, cannot provide absolute assurance against materialmisstatements, fraud, and violations of laws and regulations.Nevertheless, because of their inherent limitations, the control systems described below, aswell as those in the two following sections may not prevent or detect all misstatements,inaccuracies, errors, fraud, or non-compliance with law and regulations. Neither can theyprovide certainty as to the achievement of our objectives.Since all the Group’s operations are located in Ukraine, the risk management and internalcontrol framework mentioned below describes corresponding elements of such control on thelevel of the Ukrainian holding company – Astarta-Kyiv (unless stipulated otherwise), whichcompany is established under and acting on Ukrainian legislation.Control SystemsThe internal risk management and control systems have two principal organizational forms:(i) a structural and functional form, including regulations for functional collaboration ofdepartments both horizontally (job descriptions, charters of subsidiaries, rules of agreementsadjustment etc.) and vertically (rules of budgeting and planning, financial and economicanalysis etc.) and (ii) a direct control form.With respect to (i), the control elements provide for functioning of overall control, whichforesees among others the following:1) Control over whole stage of business planning (budgeting).Preliminary control over relative processes is executed over Astarta-Kyiv vertically, startingfrom designation of Astarta-Kyiv’s objectives and tasks for the planning period and endingwith an adoption by the management of subsidiaries, prepared and coordinated with allparticipants after their verification concerning their conformity with the objectives.Current control over business plans (budgets) is executed firstly by comparing actual budgetswith adopted plans in order to control fixed indices and prevent adverse forthcomings forparticular subsidiaries and Astarta-Kyiv as a whole. All deviations are to be analyzed in orderto reveal the reasons for deviating and the measures to be taken in order to eliminate thesedeviations.47
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Viktor Ivanchyk, ASTARTA Holding N.
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