Committed to growth

Corporate Governance Report
Maintaining strong governance
continued
Appointments and incentives
One of the Board’s main objectives is to
ensure management continuity. During the
reporting year, a number of key managers
were appointed.
In 2015 a new organizational and
management structure for the Group was
approved. The Group's structure includes
key positions that significantly influence its
business. The Group’s senior managers
are each responsible for the organization
and development of key functions, both
at the corporate level and as managers
of major strategic projects. Regulation of
appointments to such positions is subject to
rigorous control. In 2015, the Board approved
the appointment of the Group’s General
Counsel as Chief Compliance Officer
and oversaw appointments.
The Board paid particular attention
to the development of remuneration and
compensation principles for the Group’s
key personnel. The existing compensation
system was established with due regard to
best global remuneration practices and is
aimed at achieving the Company’s annual
and long-term goals. Local legislative
requirements and other benefits were also
taken and international relocation packages
were developed.
Particular attention was also paid to the
process of determining and assessing
annual targets.
Assessment of the Board
In recent years, assessment of the Board has
taken the form of a questionnaire completed
by Board members, followed by a discussion.
In 2015, the Directors were asked about the
three Committees’ areas of responsibility,
their satisfaction with the Board’s overall
performance and which matters they
deemed most essential.
Matters discussed included the Company’s
strategy, human resources, management
tasks, corporate governance, the timely
preparation of quality material, the nature
of discussions at Board and Committee
meetings and the Directors’ satisfaction
with the Board’s performance and their
own contribution.
Several priorities for the Board’s attention
were identified:
• Management structure/business
process re-engineering;
• Financial monitoring;
• Potash projects;
• Reputation and communication
management; and
• Further development of IT structure and
automation of business processes.
Corporate governance
In 2015 the General Meeting of Shareholders
approved new versions of the Articles of
Association and Regulations on the
Company’s corporate governance bodies.
To ensure comprehensive performance
of the Board of Directors as the Company’s
strategic management body, Regulations
on the Board’s Committees, which establish
the rules regarding formation, functions and
authorities of the Committees, were updated.
Emphasis was made on new approaches
to administer the Company’s subsidiaries
to enable effective management and control
over the Company’s assets. The Board
updated the list of key Group companies
and established procedures to prioritize
and elaborate their material issues.
The following decisions were made
in the reporting year:
• Formation of the Management Board;
• Appointment of the CEO;
• Formation of the Board of Directors’
Committees; and
• Implementation of business projects and
execution of transactions of essential value
to the Company.
Remuneration of the Board members
Issues concerning Directors’ remuneration
are referred to the General Meeting of
Shareholders. Remuneration is fixed
and adjusted according to Committee
memberships and Chairmanships;
however, as set out in the Board Member
Remuneration Regulations, only nonexecutive
Directors are entitled
to remuneration.
The total amount of remuneration paid
to Board members for their contribution
in 2015 (April to December) amounted to
US$1.6 million, including US$272 thousand
in compensation for work-related expenses.
2015
US$k
Total remuneration paid
to the members of the Board 1,373
Total compensation for
work-related expenses 272
Directors and officers liability insurance
(D&O) is provided by the Company.
The Group does not have a long-term
incentive program (stock options plan).
54 EuroChem Annual Report and Accounts 2015