RUS

Committees of the BOD

When considering issues within their competence, the committees of the PAO Sovcomflot Board of Directors arrange for a detailed analysis of drafts proposed by the management and the preparation of recommendations for the Board of Directors, thereby improving the quality of the decision-making process. The committees operate on the basis of respective provisions approved by the Board of Directors.

Composition and structures of the committees of the PAO Sovcomflot Board of Directors
Name Composition Competencies
Strategy Committee 1. Viktor Olersky (independent director) – Chairman;
2. Ilya Glumov (independent director);
3. Pavel Kadochnikov;
4. Alexey Klyavin (independent director);
5. Sergey Frank;
6. Walid Chammah (independent director);
7. Andrei Sharonov (independent director).
  • Analysis of proposals and elaborating recommendations for the Board of Directors on priority areas of activity of PAO Sovcomflot, including long-term plans and development strategies and programmes.
  • Preliminary consideration and preparation of recommendations on compiling and adjusting the PAO Sovcomflot budget, and on drafting PAO Sovcomflot plans for financial and business activities over the long term and for the current period.
  • Elaborating proposals and recommendations on key performance indicators and the governance system for PAO Sovcomflot financial activities.
  • Elaborating proposals and recommendations on investment policy, increasing the capitalisation of PAO Sovcomflot, and working with PAO Sovcomflot securities.
  • Elaborating proposals and recommendations on the PAO Sovcomflot dividend policy.
Audit Committee 1. Andrei Sharonov (independent director) – Chairman;
2. David Moorhouse
3. Walid Chammah (independent director).
  • Control over completeness, accuracy and reliability of the Company's financial statements;
  • Evaluation of candidates for the Company’s Auditor with submission of results of such evaluation to the Board of Directors as well as preparation of recommendations to the Company’s Board of Directors regarding the candidate for the Company’s Auditor for further approval of the Auditor by the General Meeting of Shareholders;
  • Evaluation of the Company’s financial and economic activities, including assessment of management and financial reporting;
  • Evaluation of the report of the Company’s Auditor prior to its presentation at the General Meeting of Shareholders;
  • Control over the reliability and effectiveness of the risk management and internal control system and the corporate governance system, including assessment of the effectiveness of the Company’s risk management and internal control procedures and corporate governance practices and preparation of recommendations for their improvement; analysis and evaluation of compliance with internal documents on risk management and internal control and management of conflicts of interest;
  • Review of the regulations on internal audit and the work plan of the internal audit department;
  • Review of issues relating to appointment (dismissal) of the head of the internal audit department and amount of his/her compensation;
  • Assessment of the effectiveness of the internal audit function and preparation of recommendations to the Company's Board of Directors on control over activities and functional management of the Company's internal audit department;
  • Ensuring the independence and objectivity of the internal and external audit functions;
  • Ensuring effective interaction between the Company’s internal audit department and external auditors;
  • Elaborating recommendations for selecting an independent appraiser and conducting a valuation of property in cases provided for by current legislation;
  • Assessment of the effectiveness of the system for reporting potential misconduct by the Company’s employees (including illegal use of insider and confidential information) and third persons and other violations within the Company’s activity, as well as control over implementation of measures adopted by the Company’s executive management as part of this system.
HR and Compensation Committee 1. Walid Chammah (independent director) - Chairman;
2. David Moorhouse;
3. Andrei Sharonov (independent director).
  • Developing and regularly reviewing  the Company's policy on compensation of members of the Board of Directors, members of the collegiate executive body, the person acting as the sole executive body of the Company, as well as other key employees of the Company, including development of parameters for short-term and long-term motivation of members of the executive bodies, and overseeing the introduction and implementation of the above-mentioned policy; 
  • Determining and adjusting the Company's employment policy;
  • Determining the amount of compensation for members of the Company's Board of Directors and Internal Audit Commission;
  • Determining the amount of compensation for members of the collegiate executive body and the person acting as the sole executive body of the Company;
  • Determining the terms and conditions of agreements with members of the collegiate executive body and the person acting as the sole executive body of the Company;
  • Electing executive bodies of the Company;
  • Carrying out a preliminary assessment of the work of the Company's collegiate executive body and the person acting as the sole executive body of the Company based on annual results in accordance with the compensation policy;
  • Developing conditions for early termination of employment contracts with members of the collegiate executive body and the person acting as the sole executive body of the Company, including all material undertakings of the Company and the conditions upon which they are given;
  • Elaborating recommendations to the Board of Directors for determining the amount of compensation and principles of awarding bonus to the Company's Corporate Secretary, carrying out a preliminary assessment of the work of the Company's Corporate Secretary based on annual results;
  • Conducting a detailed formalised self-assessment or external assessment of the performance of the Board of Directors and its members and of the Committees of the Board of Directors on an annual basis, determining priority areas for improvement of the work of the Board of Directors, including with a view to reinforce the Board of Directors;
  • Maintaining interaction with shareholders, which should not be limited to major shareholders, with a view to elaborating recommendations to shareholders on voting for election of candidates to the Company's Board of Directors;
  • Planning personnel appointments taking into account the need to ensure continuity for members of the collegiate executive body and the person acting as the sole executive body of the Company, preparing recommendations to the Board of Directors regarding candidates for the position of Corporate Secretary, members of the collegiate executive body, the person acting as the sole executive body of the Company and other key managers of the Company;
  • Elaborating and providing recommendations (opinions) to the Board of Directors on other issues in accordance with instructions from the Board of Directors.
Committee for Innovative Development and Technical Policy 1. David Moorhouse - Chairman;
2. Ilya Glumov (independent director);
3. Alexey Klyavin (independent director);
4. Sergey Frank.
  • Considering and approving the innovative development policy and programmes of PAO Sovcomflot.
  • Considering and approving R&D projects.
  • Assessing state-of-the-art innovative technologies to be implemented at PAO Sovcomflot.
  • Creating the PAO Sovcomflot technical policy.
  • Creating the PAO Sovcomflot innovative development policy.
  • Improvements to the safety and quality service management system at PAO Sovcomflot.
  • Technical expert appraisals of investment projects.