Committed to growth

Nomination and
Remuneration Committee
Strategic Report
The Nomination and
Remuneration Committee
The Committee’s main role is to protect
shareholders’ interests by monitoring the
quality of corporate governance, HR strategy,
policy and practice and the quality and
efficiency of the appointments system. The
Committee also oversees the Company’s
remuneration system as a whole and that of
its senior executive management in particular.
The Committee focuses primarily on
remuneration and incentives, staffing
requirements at ongoing investment
projects and the introduction of health
and safety performance indicators within
the management incentive program. The
Committee has made considerable progress
towards establishing international standards
of governance – and an important part
of its role is to ensure that these standards
are maintained.
Nomination and Remuneration
Committee meetings and attendance
As at 31 December 2015, the Committee
had three members: Committee Chairman
Manfred Wennemer (IND), Vladimir Stolin (IND)
and Nikolay Pilipenko (NED).
In 2015, the Committee held five meetings
in person. The 2015 attendance table
is on page 52.
Overview of Nomination and Remuneration Committee activity in 2015
Corporate
governance
Personnel
strategy
and policy
Appointments
and incentives
Quality
management
project
Induction and
professional
development
Recommending approval of the Company’s corporate structure.
Recommending approval of the Organizational Regulations of the Management
Board and the CEO.
Reorganization of the legal support and corporate governance functions.
Defining EuroChem Group AG target management structure.
Consideration of the Company’s 2014 Corporate Social Report.
Assessment of the Board’s performance.
Approval of the HR budget for 2016.
HR business process re-engineering.
Recommending the approval of EuroChem key managers’ objectives for 2015.
Preliminary results of 2015 targets achievement by top management.
2016 individual targets for top management.
Reviewing HSE reports from EuroChem companies as well as strengthening
the HSE functions and processes.
Ensuring regular cooperation of the Committee with the executive bodies
and HR service via business meetings and joint sessions on the Committee’s
operational issues.
Election of the members of the Management Board and the CEO.
Recommending approval of the list of key personnel of the Company and
Group Companies.
Recommending appointment of key personnel of EuroChem Group.
Recommending approval of terms of their employment and remuneration.
Review and implementation of incentive programs for investment projects.
Approving the incentive system for top management.
Developing the motivational incentive system for top management for 2015-2019.
Reviewing the total compensation system for key personnel.
Developing the incentive system for key Company personnel and established
target requirements.
Reorganization of sales, logistics and procurement processes.
Reorganization of the financial management and economics process
with regard to the Financial Controlling function.
Development of approaches to the project incentive system.
Board education and introduction of new Directors to the Group’s business.
Evaluating the Board composition and required skills/diversity.
Assessing succession planning with regards to requirements and
development plans.
Corporate Governance
Financial Statements
EuroChem Annual Report and Accounts 2015 57