Board of Directors Commissions

In addition to the commissions required by law, the Board of Directors may establish by special decision other standing or ad hoc commissions which will deal with issues relevant to the activities of the Board of Directors. A decision of the Board of Directors on the establishment of other commissions and the decision on permanent or ad hoc status will be based on the need for better and more efficient management and resolution of complex issues within its competence.

Audit Commission

The main responsibilities of the Audit Commission are:

• preparing, proposing and checking the implementation of accounting policies and risk management policies;
• making proposals to the Board of Directors on the appointment and dismissal of persons competent to perform the functions of internal control of the Company and supervision of the work of the internal control of the Company;
• examining the application of accounting standards in preparing financial statements and evaluation of the contents of financial statements;
• conducting the election of the Auditor and nomination of candidates for the Auditor, with an opinion on his competence and independence in relation to the Company, as well as overseeing the audit process.

Members of the Audit Commission are:
– Olga Vysotskaia, Chairperson of Audit Commission,
– Dejan Radenković, Audit Commission member and
– Alexey Urusov, Audit Commission member.

Appointment Commission

The Appointment Commission has the following responsibilities:

• to propose candidates for membership of the Board of Directors and to give its opinion and recommendation on each candidate proposed;
• to propose the criteria which candidates for the Board of Directors must meet and to propose on procedures for the appointment of members of the Board of Directors;
• at least once a year, to report on the adequacy of the composition of the Board of Directors and the number of members of the Board of Directors and to make recommendations on these matters;
• to evaluate the personnel policy of the company in connection with the appointment of persons to leading positions in the Company.

Members of the Appointment Commission are:
– Dragutin Matanović, chairman of Appointment Commission,
– Goran Knežević, member of Appointment Commission and
– Kirill Tyurdenev, member of Appointment Commission.

Remunerations Commission

The responsibilities of the Remunerations Commission are:

• to prepare draft decisions on the compensation policy for executive members of the Board of Directors;
• to make proposals on the amount and structure of compensation for each executive member of the Board of Directors and the proposed auditor fees;
• at least annually to report to the Shareholders Assembly on its assessment of the amount and structure of remuneration for each member of the Board of Directors, and
• to make recommendations to the executive members of the Board of Directors on the amount and structure of compensation to persons in management positions in the Company.

Members of the Remuneration Commission are:
– Alexey Yankevich, Chairman of Remuneration Commission,
– Olga Vysotskaia, Remuneration Commission member and
– Zoran Grujičić, Remuneration Commission member.