Committees

The primary role of the committees is to provide assistance to the board in preparing and adopting decisions in its respective functional areas, as well as to ensure that matters brought for consideration by the board of directors are scrutinized prior to the board meetings.

Remuneration Committee


Members

Heigo Kera
Committee Chairman, Chairman of the Board of Directors

Boris Volchek
Committee Member, Non-executive Director of the Board of Directors

Dmitriy Troitskiy
Committee Member, Non-executive Director of the Board of Directors

Ilya Ilin
Committee Member, Non-director, external consultant

Irina Nikiforova
Committee Member, Non-director, external consultant

 

The Committee’s remit includes:

  • reviewing the compensation policy;
  • advising on any benefit or incentive schemes;
  • making proposals to the full Board of Directors regarding the remuneration of Executive Directors and management (including Chief Executive Officer).

 

Activities in 2018

  • during the reporting period, the Remuneration Committee held one meeting;
  • reviewed the report on the remuneration, bonuses and expenses of the Board and its Committees:
  • reviewed the amount of remuneration to be allocated to the management of the Group in 2017;
  • approved the Remuneration Committee Report;
  • suggested the total maximum amount of remuneration of Directors for 2018 to be submitted for the approval of the shareholders of the Company.

Remuneration Committee ntroduced changes to KPIs and bonus policies:

  • The influence of EBITDA results on management bonuses was increased. Progressive remuneration scale introduced based on the seniority. The main aim of these changes - to provide management a maximum motivation for achieving improvement in EBITDA results. The strategic aim - to provide competitive salary for the best personnel. In 2019 the group plans to keep the policy within these lines;
  • Introduction of band system to make distribution of benefits and incentives more transparent (groups of positions with similar level of responsibility and influence over business results).

 

Plans for 2019

The Remuneration Committee and the Company continue to focus on following areas in 2019:

  • In 2019 the Group plans to keep the bonus policy in line with 2018.

Audit Committee

 

Members

Mikola Buinyckyi
Committee Chairman, Independent Director of the Board of Directors

Boris Volchek
Committee Member, Non-executive Director of the Board of Directors

Ilya Ilin
Committee Member, Non-director, external consultant

Heigo Kera
Committee member, Chairman of the Board of Directors

Dmitriy Korzhev
Committee Member, Non-executive Director of the Board of Directors

Irina Nikiforova
Committee Member, Non-director, external consultant

 

The Committee’s remit includes:

  • reviewing the IFRS financial statements for integrity and transparency;
  • analysing financial reporting processes, including carrying out regular reviews and making recommendations;
  • recommending appointment and remuneration of the Company’s external auditor to the Board of Directors and maintaining an ongoing relationship with the external auditor;
  • analysing and supporting the internal audit system and risk management procedures, including drafting of recommendations for their improvement.

 

Acitivities in 2018

The Audit Committee performed the following duties during 2018:

  • held four meetings;
  • fulfiled oversight responsibilities relating to integrity of the Company’s annual financial statements;
  • fulfiled oversight responsibilities relating to integrity of the Company’s half yearly financial statements;
  • reviewed reports prepared by Internal Audit department;
  • reviewed effectiveness of the Company’s risk management and internal control systems;
  • reviewed policies and procedures published in the Company;
  • monitored reports per the Company’s Whistleblowing Policy;
  • planned and agreed the scope of the audit of financial statements for year ended 2018 with the external auditor of O’KEY Group;
  • reviewed and approved provisions of non-audit services for the Company by the external auditor;
  • approved the Internal Audit plan for the year 2019.

 

Plans for 2019

The Audit Committee and the Company continue to focus on following areas in 2019:

  • how the Company’s management monitors compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group;
  • optimising of internal business processes involved in preparation of financial reporting.