Governing bodies

Governing bodies

Uralkali has the following structure of the governing bodies:

  • General Meeting of Shareholders
  • Board of Directors
  • Management Board (collective executive body)
  • CEO (individual executive body).
 
   
General Meeting

General Meeting

The General Meeting of Shareholders is the supreme governing body of Uralkali. The order of convocation and the procedure of the General Meeting of Shareholders are established under the Regulations on the General Meeting of the Shareholders of Uralkali. The Annual General Meeting of Shareholders is held not earlier than two months after and not later than six months after the end of the reporting fiscal year. Sessions of the General Meeting of Shareholders held additionally to the Annual General Meeting of Shareholders are considered Extraordinary General Meetings of Shareholders.

The following matters shall come under the competence of the General Meeting of
Shareholders:

  • to make amendment and addenda to the Company’s Charter
  • reorganisation and liquidation of the Company
  • determination of the size of the Company’s Board of Directors, election of its members and
  • early termination of their powers
  • determination of the number, par value, and category (type) of authorized shares, and the
  • rights represented by such shares
  • increase or reduction of the charter capital of the Company
  • election of members of the Company’s Internal Audit Commission
  • approval of the Company’s Auditor
  • approval of the Company’s annual reports, annual financial statements, including profit-and-
  • loss reports (profit-and-loss accounts), as well as distributions of profits, including,
  • payment (declaration) of dividends
  • approval of large transactions
  • resolving other matters pursuant to the Federal Law «On Joint Stock Companies»
  Board of Directors

Board of Directors

Uralkaliís Board of Directors is responsible for the overall governance of the Company with the exception of the matters that are reserved for the general shareholders meeting by the Federal Law ďOn Joint-Stock CompaniesĒ and the Companyís Charter.

The following items fall within the responsibilities of the Board of Directors:

  • determining the Companyís corporate strategy and development principles;
  • overseeing the Companyís risk management and internal control system
  • ensuring the reliability and completeness of the Companyís financial statements
  • ensuring the effectiveness and independence of internal and external auditing
  • overseeing corporate governance practices within the Company, and developing recommendations to improve corporate governance standards;
  • developing a remuneration policy for Board members, executive bodies and other key senior managers in the Company.

All essential matters are usually reviewed during in-person meetings of the Board of Directors. The Boardís key priorities are:

  • ensuring the long-term sustainable development of the Company
  • growing the market capitalization of the Company
  • overseeing the activities of the Companyís executive bodies
  • ensuring the strict adherence to and protection of the rights and legal interests of shareholders;
  • succession planning at all management levels.

PJSC Uralkali established the following standing committees of its Board of Directors:

  • Strategy Committee
  • Audit Committee
  • Investment and Development Committee
  • Appointments and Remuneration Committee
  • Sustainable Development Committee
  Executive Bodies

Executive Bodies

Collective and individual executive bodies — Management Board and the General Director (CEO) — are responsible for the day-to-day operations of the Company. The executive bodies report to the Board of Directors and the General Meeting of Shareholders. The General Director of the Company is simultaneously the Chairman of the Management Board of the Company.

The CEO and the Company’s Management Board ensure the fulfillment of the decisions of the General Shareholders Meeting and the Board of Directors.

The Management Board of the Company is competent:

  • to define short-term objectives of operation of the Company
  • to tentatively approve the Company’s annual budget and annual business plan of the
  • Company and to submit them to the Board of Directors for consideration
  • to approve the accounting policy
  • to exercise control over the execution of the budget
  • to exercise control over the execution and fulfillment of civil-law contracts
  • to approve certain internal documents
  • to make recommendations for the Board of Directors on Company’s participation in other
  • organizations

The CEO is responsible for the matters that do not fall in the competence of the General Meeting of Shareholders or the Management Board in accordance with Uralkali’s Charter.

Governing bodies

Uralkali has the following structure of the governing bodies:

  • General Meeting of Shareholders
  • Board of Directors
  • Management Board (collective executive body)
  • CEO (individual executive body).

General Meeting

The General Meeting of Shareholders is the supreme governing body of Uralkali. The order of convocation and the procedure of the General Meeting of Shareholders are established under the Regulations on the General Meeting of the Shareholders of Uralkali. The Annual General Meeting of Shareholders is held not earlier than two months after and not later than six months after the end of the reporting fiscal year. Sessions of the General Meeting of Shareholders held additionally to the Annual General Meeting of Shareholders are considered Extraordinary General Meetings of Shareholders.

The following matters shall come under the competence of the General Meeting of
Shareholders:

  • to make amendment and addenda to the Company’s Charter
  • reorganisation and liquidation of the Company
  • determination of the size of the Company’s Board of Directors, election of its members and
  • early termination of their powers
  • determination of the number, par value, and category (type) of authorized shares, and the
  • rights represented by such shares
  • increase or reduction of the charter capital of the Company
  • election of members of the Company’s Internal Audit Commission
  • approval of the Company’s Auditor
  • approval of the Company’s annual reports, annual financial statements, including profit-and-
  • loss reports (profit-and-loss accounts), as well as distributions of profits, including,
  • payment (declaration) of dividends
  • approval of large transactions
  • resolving other matters pursuant to the Federal Law «On Joint Stock Companies»

Board of Directors

Uralkaliís Board of Directors is responsible for the overall governance of the Company with the exception of the matters that are reserved for the general shareholders meeting by the Federal Law ďOn Joint-Stock CompaniesĒ and the Companyís Charter.

The following items fall within the responsibilities of the Board of Directors:

  • determining the Companyís corporate strategy and development principles;
  • overseeing the Companyís risk management and internal control system
  • ensuring the reliability and completeness of the Companyís financial statements
  • ensuring the effectiveness and independence of internal and external auditing
  • overseeing corporate governance practices within the Company, and developing recommendations to improve corporate governance standards;
  • developing a remuneration policy for Board members, executive bodies and other key senior managers in the Company.

All essential matters are usually reviewed during in-person meetings of the Board of Directors. The Boardís key priorities are:

  • ensuring the long-term sustainable development of the Company
  • growing the market capitalization of the Company
  • overseeing the activities of the Companyís executive bodies
  • ensuring the strict adherence to and protection of the rights and legal interests of shareholders;
  • succession planning at all management levels.

PJSC Uralkali established the following standing committees of its Board of Directors:

  • Strategy Committee
  • Audit Committee
  • Investment and Development Committee
  • Appointments and Remuneration Committee
  • Sustainable Development Committee

Executive Bodies

Collective and individual executive bodies — Management Board and the General Director (CEO) — are responsible for the day-to-day operations of the Company. The executive bodies report to the Board of Directors and the General Meeting of Shareholders. The General Director of the Company is simultaneously the Chairman of the Management Board of the Company.

The CEO and the Company’s Management Board ensure the fulfillment of the decisions of the General Shareholders Meeting and the Board of Directors.

The Management Board of the Company is competent:

  • to define short-term objectives of operation of the Company
  • to tentatively approve the Company’s annual budget and annual business plan of the
  • Company and to submit them to the Board of Directors for consideration
  • to approve the accounting policy
  • to exercise control over the execution of the budget
  • to exercise control over the execution and fulfillment of civil-law contracts
  • to approve certain internal documents
  • to make recommendations for the Board of Directors on Company’s participation in other
  • organizations

The CEO is responsible for the matters that do not fall in the competence of the General Meeting of Shareholders or the Management Board in accordance with Uralkali’s Charter.

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