Annual Report 2010 - Baltika Breweries

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56 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.
Corporate Governance The Audit Commission In accordance with current Russian legislation and the Company’s Charter, the Audit Commission (a permanently operating elected body) executes periodic control over the Company’s financial and operational activities, as well as the actions of its management bodies and executives (including separate divisions, services, branches and representative offices) by checking on the following: The legitimacy, economic feasibility and effectiveness (expediency) of financial transactions and operations carried out by the Company during the examined period; The completeness and accuracy of the Company’s administrative documents which reflect the Company’s financial transactions and operations; The legitimacy, economic feasibility and effectiveness (expediency) of actions taken by the Company’s executives and the heads of structural divisions to ensure compliance with relevant legislation, the Charter, adopted plans, programs and other internal corporate documents. The three-member Audit Commission is elected by the Annual General Shareholders Meeting. Members of the Audit Commission are not allowed to be members of the Company’s Board of Directors or to hold any other corporate management positions. The following persons were elected to serve as members of the Company’s Audit Commission at the Annual General Shareholders Meeting, which was held April 8 th , 2010: Vibeke Aggerholm Born 1964, higher education Vice president for Internal Audit at Carlsberg Breweries A/S, member of the Board of Directors for the Institute of Internal Auditors (IIA) Charles Ericsson Born 1948, higher education Consultant for Baltic Beverages Holding АВ Nadezhda Bazilevich Born 1975, higher education Financial manager for Baltika Breweries Interested party and major transactions During 2010, Baltika Breweries completed 72 interested party transactions. No transactions that are recognized by applicable Russian legislation or the corporate charter as major transactions were completed during the reporting year. A complete list of interested party transactions is provided in the appropriate section of this Report. 57
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Contents PRESIDENT’ STATEMENT . .
Page 5 and 6:
President’s Statement Dear Ladies
Page 7 and 8: The Company in 2010 agencies, Balti
Page 9 and 10: Company’s Philosophy The Winning
Page 11 and 12: Main Events of 2010 July July 9 th
Page 13 and 14: Beer Market. The Company’s Positi
Page 19 and 20: Brand Portfolio Beer brands Super p
Page 21 and 22: Baltika No. 20 Jubilee Baltika No.
Page 23 and 24: Brand Portfolio The Company intends
Page 25 and 26: Brand Portfolio Each of these award
Page 27 and 28: Financial Position In 2010, an unpr
Page 29 and 30: Financial Position Liquidity and ef
Page 31 and 32: Key Projects Logistics The Company
Page 33 and 34: Key Projects Quality Management Sys
Page 35 and 36: Key Projects Renovating Grain Stora
Page 37 and 38: Key Projects Professional Awards Th
Page 39 and 40: The Company’s philosophy is based
Page 41 and 42: Corporate Social Responsibility Lab
Page 43 and 44: Corporate Social Responsibility In
Page 45 and 46: Corporate Social Responsibility Ear
Page 47 and 48: Corporate Social Responsibility Com
Page 49 and 50: Taxes Corporate Social Responsibili
Page 51 and 52: Baltika adheres to best practice co
Page 53 and 54: Anton Artemiev President Governance
Page 55 and 56: Corporate Governance Decreasing cha
Page 57: Hans Kasper Madsen Born 1961, highe
Page 61 and 62: Corporate Governance Credit risk ma
Page 63 and 64: Securities Shares in Circulation Th
Page 65 and 66: Securities Dividend Policy The Comp
Page 67 and 68: Contents Independent Auditors’ Re
Page 69 and 70: Consolidated Statement of Financial
Page 71 and 72: Consolidated Statement of Comprehen
Page 73 and 74: Consolidated Statement of Cash Flow
Page 75 and 76: Notes to the Consolidated Financial
Page 93 and 94: (ii) Interest rate risk Changes in
Page 97 and 98: 2010 Corporate Transactions that ar
Page 99 and 100: Date and Approval Authority No Cont
Page 101 and 102: Date and Approval Authority No Cont
Page 103 and 104: Information for Shareholders and In
Page 105 and 106: Сontact Information To arrange a g
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Annual Report 2010 - Baltika Breweries

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