Annual Report 2010 - Baltika Breweries

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Baltika Breweries | Annual report 2010
Committees of the Company’s
Board of Directors
Audit Committee
The purpose of the Committee is to upgrade the
effectiveness and quality of work of the Board
of Directors in fostering and ensuring open
communication with auditors, the Internal Audit
Committee and structural divisions of the internal
audit, accounting and finance and economic division
of the Company via the preliminary consideration
and preparation of recommendations to the Board
of Directors on the following issues that fall under the
competency of the Committee:
Risks associated with corporate operations;
Management reporting;
Financial accounting;
External independent audit and internal audit;
Internal control procedures.
The Nomination and Remuneration Committee
The primary purpose and principal activities of the
Nomination and Remuneration Committee consist
of contributing to involving qualified specialists
in corporate governance, and in creating incentives for
efficient functioning.
The basic documents regulating the activities
of the committees and in determining their frame
of reference, membership and functions are the
following:
Provisions on the Audit Committee of the Board
of Directors (approved by a resolution of the
Board of Directors as of September 6 th , 2006,
Minutes No. 6/n as of September 6 th , 2006);
Provisions on the Nomination and Remuneration
Committee of the Board of Directors (approved
by a resolution of the Issuer’s Board of Directors
as of March 27 th , 2007, Minutes No. 5 as of March
27 th , 2007).
The sole executive body
The sole executive body of the
Company is the President, who
is responsible for managing the
Company’s current operations. Anton
Artemiev has held this position since
2005.
Remuneration for
members of management
bodies
In accordance with Item 2 of Article
64 of the Russian law “On joint
stock companies,” on April 2 nd ,
2009, the Company’s AGM set
the maximum remuneration for the
Board of Directors’ independent
directors at RUB 3,900,000. The
Board also set a maximum for
expense compensation (incurred
while carrying out functions as Board
members) at RUB 450,000 —
leaving this amount at the same
level as in the previous year
and converting the amounts set
in dollars into rubles, thus following
the Company’s policy on reducing
liabilities in foreign currencies. During
2010, independent directors received
remuneration totaling RUB 3,039,558.
In accordance with Item 3 of Article
69 of the Russian law “On joint
stock companies,” the rights and
obligations of the Company’s
President are regulated by the
indicated law and the corporate
charter, as well as an agreement
concluded between the President
and the Company. Remuneration
for fulfilling the function of the sole
executive body, and other work
conditions, is regulated by a labor
agreement signed between the
President and the Company.