Committed to growth

Strategic Report
responsible for Company performance.
The Management Board is comprised of key
managers with responsibility for finance,
fertilizer production, mining, sales, logistics,
marketing and administration.
The Board of Directors appoints the CEO
and the members of the Management Board
and determines the length of their terms.
There are three Committees chaired by
Board members: the Strategy Committee,
the Audit Committee, and the Nomination
and Remuneration Committee.
The Strategy Committee reviews and
approves divisional and departmental
strategy, development projects, acquisitions
and significant investment decisions. This
requires environmental and social impact
competence, as our investment activity can
impact the local environment and create
infrastructure and opportunities for
local employment.
The Audit Committee’s primary function
is to oversee the quality of financial and
sustainability reporting and the integrity of
information disclosure. The Audit Committee
also ensures the adequacy of the company’s
compliance activities, including risk
management. The CFO and Head of Internal
Audit attend all meetings with active
participation from external auditors.
The Nomination and Remuneration
Committee focuses on remuneration and
incentives, staffing requirements at ongoing
investment projects, the introduction of health
and safety performance indicators within
the management incentive program and
reviewing and updating the Company’s
Codes of Conduct.
Improving diversity
We aim to attract the best people with
the right talent to complement our skills,
irrespective of gender or ethnicity.
Our Board of Directors demonstrates diversity
of experience, opinion, and nationality.
The gender imbalance across our Group
companies remains an issue, as it is for
many other businesses in the science, mining
and engineering sectors. Nevertheless, we
continue to look at ways of improving gender
balance in senior roles, including our
E-Generation program, which is identifying the
bright and motivated young men and women
who will lead the Company in the years ahead.
Corporate behavior
EuroChem operates a formal Code
of Conduct.
EuroChem AG approach
to governance
EuroChem’s corporate governance system
is based on the following principles:
• Equal treatment of our shareholders, and
recognition and protection of their rights;
• Operating an effective system of internal
control and audit;
• Ensuring access to Company information
and financial transparency;
• Highest levels of business ethics; and
• Providing an excellent working
environment, career progression and
effective communication mechanisms.
Governance structure
The Company’s highest-ranking corporate
governance body is the General Meeting of
Shareholders (GM). The Board of Directors
reports directly to the GM. The primary focus
of the Board itself is to steer and support the
Company’s strategic development, with an
emphasis on oversight in the implementing
of strategic initiatives.
Elected by the GM, the Board of Directors
appoints the Chief Executive Officer and the
Management Board and determines the
length of their terms. The Chief Executive
Officer and the Management Board report
directly to the Board of Directors, which is
represented by the Chairman.
The Board of Directors works to a forward
agenda that is updated annually. The annual
schedule includes six meetings covering any
issue which requires substantive discussion.
When necessary, additional meetings are
held either by teleconference or, for
procedural issues, by absentee vote.
The Board considers all issues that are
referred to it by law and the Company’s
Articles of Association and Regulations on
the Board of Directors. This includes key
strategic decisions for the Group and
exercising oversight down through the
management structure.
Board priorities
The Board’s primary activities include:
• Developing strategic long-term vision
and corresponding goals;
• Maintaining sound and effective
corporate governance, exercising
oversight of control and risk
management procedures;
• Reviewing management performance
against these goals;
• Approval of target states and key
functions of the Company;
• Consideration of opportunities
proposed by management; and
• Guiding EuroChem’s senior
management and advising on key
strategic decisions.
The legal department of the Company
oversees all preparations for Board and
Committee meetings. All documentation
for the Board of Directors and Board
Committees is prepared in English; if
required, simultaneous interpretation into
Russian is provided at meetings. These
efforts allow each Director to express their
own opinion in their preferred language
without risk of misunderstanding.
The key Company documents defining our
approach to corporate governance are:
• Articles of Association;
• Regulations on the Board of Directors;
• Organizational Regulations on the
Management Board and the Chief
Executive Officer;
• Audit Committee Regulations;
• Nomination and Remuneration
Committee Regulations;
• Strategy Committee Regulations; and
• Code of Conduct.
These documents are available on
the corporate website and are updated
as and when necessary.
Corporate Governance
Financial Statements
EuroChem Annual Report and Accounts 2015 51