The main function of the Board of Directors of JSC Uralkali is to conduct the general management of the Company's activity between the general shareholders' meetings. It defines the priority in Uralkali's activity as well as ensures the fulfillment of the decisions adopted by the General Meetings of Shareholders.
Regulation on the Board of Directors (116Kb)Composition
Currently, the Board of Directors of JSC Uralkali consists of the following members:
- Dmitry Rybolovlev – Chairman of the Board of Directors
- Anatoly Lebedev – Deputy Chairman of the Board of Directors
- Vladimir Shevtsov
- Vladislav Baumgertner
- Alexander Zuev
- Alexey Starkov
- Yuri Gavrilov
- Ilya Yuzhanov
- Kuzma Marchuk
Competence
- General Provisions
- Competence of Board of Directors
- Election of the Board of Directors
- Requirements to Members of the Board of Directors
- Chairman of the Board of Directors
- Meeting of the Board of Directors
General Provisions
1. The Board of Directors shall provide general governance of the Company's operations, except for the issues falling within the competence of the General Meeting of Shareholders under the Federal Law "On Joint Stock Companies".
2. The General Meeting of Shareholders of the Company shall elect the Board of Directors of the Company.
During their service on the Board of Directors of the Company, its members shall be paid compensation and reimbursement for their expenses related to performance of their duties. The amounts of such compensation and reimbursement and procedures for their payment shall be as set forth in the Regulation on the Board of Directors of the Company, which is subject to approval by the General Meeting of Shareholders.
Competence of Board of Directors
3. Within the scope of its competence of the Board of Directors of the Company shall:
(1) approve the Company's strategic plans;
(2) set priority guidelines for the Company's operations;
(3) approve the Company's annual budget;
(4) use the Company's reserve fund and other funds;
(5) convene annual and extraordinary General Meetings of Shareholders, other than in the cases set forth in Article 55.8 of the Federal Law "On Joint Stock Companies";
(6) approve agenda of the General Meeting of Shareholders;
(7) set the record date for the list of persons entitled to participate in the General Meeting of Shareholders, and resolve other matters related to the preparation and holding of the General Meeting of Shareholders, which fall within the competence of the Board of Directors of the Company in accordance with Chapter VII of the Federal Law "On Joint Stock Companies" and this Charter;
(8) tentatively approve the Company's annual reports;
(9) give recommendations to the General Meeting of Shareholders regarding the amounts of compensation and reimbursement payable to members of the Company's Internal Audit Commission;
(10) give recommendations to the General Meeting of Shareholders regarding procedures for distribution of the Company's profits and losses based on the results of a fiscal year, as well as concerning profit distribution in the form of dividends based on the results of the first quarter, half year, and the nine months of a fiscal year;
(11) give recommendations to the General Meeting of Shareholders regarding the amount of dividends payable on the Company's shares, and procedures for effectuating such payments;
(12) elect the Chairman and Deputy Chairmen of the Board of Directors;
(13) determine the numerical membership of the Management Board of the Company;
(14) appoint and dismiss the Company's General Director, and approve the terms and conditions of the contract to be signed with the General Director;
(15) set operating objectives and guidelines for the General Director, exercise control over the General Director's performance of the duties and exercise of the powers granted to the General Director, and exercise other employer's rights in respect of the General Director;
(16) approve the persons specified in Clause 14.3 of this Charter in their respective positions;
(17) increase the charter capital of the Company through an additional share placement within the number and categories (types) of its authorized shares in the cases provided for in Clause 2.9 of this Charter;
(18) decide on the Company's placement of bonds and other securities;
(19) approve decision on securities issuance, securities placement prospectus, report on the results of securities placement, and insert amendments and supplements to them;
(20) repurchase by the Company of its outstanding shares, bonds, and other securities in the cases specified in the Federal Law "On Joint Stock Companies";
(21) approve reports on the results of share repurchases carried out in accordance with Article 72.1 of the Federal Law "On Joint Stock Companies";
(22) decide to transfer the Company's outstanding shares belonging to the Company;
(23) approve the issuer's quarterly reports;
(24) establish and close down branches and representative offices of the Company, to approve regulations on such branches and representative offices, to appoint and dismiss their heads at the proposal of the Company, and approve costs estimates for the branches and representative offices concerned;
(25) approve major transactions in the cases set forth in Chapter X of the Federal Law "On Joint Stock Companies";
(26) approve transactions in the cases set forth in Chapter XI of the Federal Law "On Joint Stock Companies";
(27) decide to found, incorporate, or wind up commercial organizations and non-commercial organizations;
(28) decide on the Company's acquisition or transfer of shares, ownership interests, or equities in other commercial organizations, and on the Company's participation in or withdrawal from non-commercial organizations;
(29) approve the Company's representatives as candidates for the governing or supervisory bodies of organizations in which the Company has equity participation;
(30) consent to the General Director of the Company and members of the Management Board for taking up paid positions at other organizations;
(31) form the Board of Directors' committees, and to approve regulations on such committees;
(32) approve the Regulation on the Organizational Structure of the Company;
(33) make such amendments to the Company's Charter as are connected with increases of the charter capital of the Company on the basis of decisions on increase of its charter capital through an additional share placement; and such amendments and supplements as are connected with the establishment and liquidation of the Company's branches and representative offices;
(34) determine the price (monetary value) of assets (services), and the distribution and repurchase prices for equity securities in the cases provided in the Federal Law "On Joint Stock Companies";
(35) determine the amount of compensation payable for the services of the Auditor;
(36) appoint the Company's registrar, to approve the terms and conditions of the contract with the registrar, and to terminate the contract with the registrar;
(37) approve internal documents of the Company: the Regulation on the Company's Dividend Policy, the Regulations on the Organizational Structure of the Company, the Company's Code of Corporate Governance, the Principles for the Company's Participation in Other Organizations, the Regulation on Procedures for Using Funds for Representative Purposes, and other internal documents designating the Company's policies to be followed in its operations;
(38) appoint the Secretary of the Board of Directors, to determine the amount of compensation payable to the Secretary of the Board of Directors, and to prescribe procedures for making such payments; and
(39) deal with other issues set forth in the Federal Law "On Joint Stock Companies" and this Charter.
4. No issue falling within the competence of the Board of Directors of the Company may be delegated for decision-making to any of the executive bodies of the Company.
Election of the Board of Directors
5. A General Meeting of Shareholders shall elect members of the Company's Board of Directors being in office until the next annual General Meeting of Shareholders.
6. The Board of Directors of the Company shall be elected to consist of 9 members.
7. Members of the Company's Management Board may not account for more than one-fourth of the membership of the Board of Directors. Any persons elected to serve on the Board of Directors of the Company may be re-elected for an unlimited number of terms.
8. Elections to the Board of Directors shall proceed by cumulative voting. During such voting, the number of votes represented by each shareholder shall be multiplied by the number of vacancies on the Board of Directors of the Company, and the shareholder shall have the right to give all of the resulting votes for a single candidate or to distribute such votes among two or more candidates.
The candidates winning the highest numbers of votes shall be deemed as elected to the Board of Directors of the Company.
Requirements to Members of the Board of Directors
9. A General Meeting of Shareholders may only make a dismissal decision in respect of all of the members of the Board of Directors of the Company. Requirements to Members of the Board of Directors
10. A member of the Board of Directors may not be a shareholder in the Company. Only individuals may be the members of the Board of Directors of the Company.
11. No person disqualified in accordance with effective legislation may be a member of the Board of Directors.
Chairman of the Board of Directors
13. The Chairman, the First Deputy Chairman, and the Second Deputy Chairman of the Board of Directors of the Company shall be elected by the members of the Board of Directors of the Company from among their own number and by a majority vote of the total membership of the Board of Directors, of the Company, the votes of the members of the Board of Directors no longer incumbent shall be disregarded. The General Director of the Company may not simultaneously serve as the Chairman of the Board of Directors of the Company.
14. The Board of Directors of the Company may at any time re-elect its Chairman and his deputies by a majority vote of the total membership of the Board of Directors, the votes of the members of the Board of Directors no longer incumbent shall be disregarded.
15. The Chairman of the Company's Board of Directors shall organize its work, shall call and preside over meetings of the Board of Directors, shall cause minutes of such meetings to be maintained, and shall exercise such other powers as established by the Regulation on the Chairman of the Board of Directors of the Company.
16. In the absence of the Chairman of the Board of Directors of the Company, one of the his deputies shall perform his functions, and should the Chairman of the Board of Directors of the Company be absent along with the deputies, one of the members of the Board of Directors of the Company, as designated by the decision of the Board of Directors of the Company made by a majority of the members of the Board of Directors of the Company in attendance at the meeting, shall perform the functions of the Chairman of the Board of Directors of the Company.
Meeting of the Board of Directors
17. The Chairman of the Board of Directors of the Company shall convene its meeting on the Chairman's own initiative, upon request from a member of the Board of Directors of the Company, of the Internal Audit Commission of the Company, or from the Company's Auditor, the Management Board or the General Director of the Company.
18. The quorum for a meeting of the Board of Directors of the Company shall be constituted by 5 elected members of the Board of Directors of the Company. In the course of determination of the required quorum and the results of voting on the agenda items the written opinions submitted prior to the start of the meeting by a member of the Board of Directors of the Company absent from such meeting of the Board of Directors of the Company in respect of certain item(s) on the agenda, shall be taken into account.
19. Resolution of the Board of Directors of the Company are adopted by majority vote of the Board of Directors members taking part in the meeting and/or having expressed their opinions in writing, unless otherwise is stipulated in the Federal Law "On Joint Stock Companies" and this Charter.
20 The Board of Directors of the Company may adopt its resolutions by absentee ballots (i.e. by poll). Such absentee ballots voting shall be effectuated through ballots. The meeting shall be deemed competent if ballots from 5 or more members of the Board of Directors of the Company are received before the start of such meeting. The Board of Directors' resolution adopted by absentee ballots shall be deemed adopted if supported by majority of its members from whom ballots were received, unless otherwise set forth in the Federal Law "On Joint Stock Companies" and this Charter.
21. In the course of resolving matters at a meeting of the Board of Directors of the Company, each member of the Board of Directors shall have one vote. No member of the Board of Directors of the Company may delegate votes to another person, including other members of the Board of Directors. In the event of a tie during resolving matters by the Board of Directors, its Chairman shall have the casting vote.
22. The procedures for the Company's Board of Directors activity, convening and holding, as well for resolving matters by absentee vote, shall be set forth in the Regulation on the Board of Directors of the Company, which shall subject to approval by the General Meeting of Shareholders of the Company.
Board of Directors' Committees
The Board of Directors may establish committees to assist it in exercising its authority, considering in details different matters which may affect Uralkali's business, monitoring the Company's activity and the proper performance of the Board's functions. The personal and numerical compositions of the committees are defined by the Board of Directors of JSC Uralkali.
Currently, the Board of Directors of the Company has established the following committees: the Audit Committee and the Information Disclosure Committee.
Audit Committee
The Audit Committee of Uralkali's Board of Directors was established with a view to provide the actual participation of the Board of Directors in the supervision over the business activity of the Company and over the efficiency of the system of internal control and risk management of JSC Uralkali.
The Audit Committee currently consists of four members:
Regulation on the Board of Directors' Audit Committee(34Kb)
Information Disclosure Committee
The Information Disclosure Committee's main function is to secure the trustworthiness and timeliness of information disclosed by JSC Uralkali in accordance with the requirements of the Russian legislation and internal documents of Uralkali.
Regulation on the Board of Directors' Committee on Information Disclosure (33Kb)
As of now, members of the Information Disclosure Committee are as follows:
- Yuri Gavrilov (Chairman)
- Victor Karpov
- Anatoly Lebedev