The corporate governance framework of FESCO is built to comply with the principles and requirements set out in the applicable laws of the Russian Federation, the Corporate Governance Code recommended by the Bank
|recommended by the Code||full compliance||partial compliance||non-compliance|
|Shareholder rights and equitable treatment of shareholders||13||9||3||1|
|Board of Directors, committees, competencies and independence||36||12||9||15|
|Remuneration of directors, members of executive bodies and other key officers||10||6||1||3|
|Risk management and internal controls||6||4||2||0|
|Disclosures and the Company's information policy||7||4||3||0|
|Material corporate actions||5||0||3||2|
Over the recent years, the Company has worked to improve its corporate governance system by aligning it with the Bank of Russia's Corporate Governance Code. In 2020, FESCO consistently worked to improve the quality of corporate governance in the Company and the Group's companies.
The reporting year was rich in corporate actions and events: election of the new President, change of Group's top executives, and complete renewal of the Board of Directors. The material corporate actions were in accordance with the regulatory relaxations granted to public companies in the context of the COVID-19 pandemicFederal Law No. 115-FZ dated 7 April 2020 On Amending Certain Laws of the Russian Federation to Harmonise the Contents of Annual Statements of State Corporations (Companies), Public Companies, and Also to Determine the Specifics of Regulation of Corporate Relations in 2020, and on Suspending Provisions of Certain Laws of the Russian Federation. . For example, the Annual General Shareholders Meeting was for the first time held in absentia taking account of the “anti-COVID law” measures introduced to create the fairest conditions for the exercise of rights by all Company's shareholders and balance the interests of the Company, its shareholders and stakeholders
The Annual General Shareholders Meeting held on 16 November 2020 approved the updated versions of FESCO's Articles of Association, the Regulations on the General Shareholders Meeting, and the Regulations on the Board of DirectorsApproved by the adjourned Annual General Shareholders Meeting on 16 November 2020, Minutes No. 53 dated 20 November 2020..
The changes are introduced to give more opportunities to shareholders and improve efficiency of the governing and supervisory bodies:
- Shareholders will be able to participate in the shareholders meetings by filling out electronic ballots on the website. Electronic voting will help increase shareholder involvement in the management of the Company.
- The Board of Directors will be able to perform more efficiently based on the existing consistent practices set out in the updated version of the Regulations on the Board of Directors.
- The Board of Directors will play a key role in setting out the principles and approaches of the internal audit system designed to assist the Company's governing bodies to preserve and add value to the Company by improving its risk management, internal controls and corporate governance.
Disclosure of information on its operations is a form of the Company's interaction with its shareholders and other stakeholders, including business partners, clients, the public, government and municipal authorities. The Company seeks to communicate information on its operations to the stakeholders in a timely manner and to the extent necessary and sufficient for making informed decisions on membership in the Company and/or taking other actions affecting its financial and business operations.
The Company discloses information in line with the key principles set out in the Regulations on Information DisclosureApproved by the Board of Directors on 14 October 2016, Minutes No. 34 dated 17 October 2016.:
- regular, consistent, and timely manner of disclosure;
- accessibility of the disclosed information;
- disclosure of reliable and complete information;
- maintaining the right balance between the Company's openness and business interests.
During the reporting year, the Company disclosed information in a timely manner and in full without avoiding disclosures that could adversely affect the image of FESCO.