Corporate governance principles
The basic principles of corporate governance are stipulated by the Corporate Governance Code of FESCO PJSC approved by the Board of Directors of FESCO in 2009. Given the new provisions stipulated by the Corporate Governance Code recommended by the Order of the Bank of Russia in 2014, the Company is planning to amend and update its own Code.
FESCO PJSC recognizes that effective corporate governance is one of the most important factors in the stability and successful operation of the Company, given the importance of maintaining high standards of corporate governance and business ethics for successful business operation. The most important aspect of the corporate governance system is effective engagement with shareholders, investors and other stakeholders.
In accordance with the Corporate Governance Code of FESCO, the main principles of corporate governance in the Company are:
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The principle of responsibility, accountability and delineation of powers.
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The principle of guaranteeing the rights and interests of shareholders.
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The principle of market approaches to execution of transactions.
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The principle of a reasonable balance between information transparency and protection of the Company's commercial interests.
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The principle of effective relations with subsidiaries (controlled entities).
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The principle of reasonable profit distribution among the shareholders of the Company.
Corporate governance and supervision bodies of the Company
The scheme of management and supervision bodies of the Company
The General Meeting of Shareholders is the supreme management body of the Company under which the shareholders exercise their right to participate in the management of the Company. The general meeting of shareholders addresses the most important issues of the Company's activities, including electing members of the Board of Directors, members of the Audit Committee and approving the auditor of the Company. The competence of the General Meeting of Shareholders is determined by the Federal Law of the Russian Federation “On Joint Stock Companies” and the Charter of the Company. The order for convening, preparing and holding the General Meeting of Shareholders is stipulated by the Provisions on the General Meeting of Shareholders of FESCO PJSC.
The Board of Directors is the governing body of the Company in charge of the general management of its activities. The Board of Directors determines the Company’s strategy, exercises control over the activities of the executive bodies, the efficiency of the internal control system and the risk management process. The Board of Directors acts within the scope of its powers determined by the Company’s Charter.
The operation of the Board of Directors is stipulated by the Provisions on the Board of Directors of FESCO approved by the General Meeting of Shareholders of FESCO on 28 June 2018.