Corporate governance system
SUEK’s corporate governance system is designed to ensure we carry out effective, responsible business, and create value for all of our stakeholders.
This system is underpinned by the following principles:
- Treating all shareholders equally, recognising and protecting their rights
- Ensuring that our strategic and operational management and internal control and audit mechanisms are as efficient as possible
- Ensuring transparent information and financial disclosure by providing stakeholders with accurate information in convenient formats
- Adhering to rigorous and ethical standards in all business activities
- Providing a decent, safe and healthy working environment for all of our employees
The key internal documents relating to corporate governance at SUEK are our Charter, Regulations on the Board of Directors and Committees, Regulation on Preparing, Convening and Holding the General Meeting of Shareholders, SUEK’s Corporate Governance Code and Code of Corporate Ethics.
When developing our system of corporate governance, we are guided by the Corporate Governance Code as recommended by the Bank of Russia, along with international best practices. So far, the following is in place:
- The positions of Board Chairman and CEO are separate, and the Board is chaired by an independent director
- The Board has a Strategy Committee, Audit Committee, Nomination and Compensation Committee and HSE
CommitteeApproved and began work on 24 February 2021., all of which include Independent and Non-Executive Directors with relevant experience
- When making decisions, Board members avoid potential conflicts of interest
- Both the status of Independent Director and the number of such directors are monitored and confirmed by the Board of Directors
- The Board’s work is self-assessed on an annual basis
SUEK’s governing bodies are the General Meeting of Shareholders, the Board of Directors and the CEO.
General Meeting of Shareholders
The General Meeting of Shareholders is the highest governing body of the company. In 2020, the Annual General Meeting of Shareholders elected the members of the Board of Directors, approved the 2019 Annual Report and financial statements while KPMG as SUEK’s external auditor for 2020 was re-appointed. In addition, it approved the company’s Charter and the revised Regulation on Board Remuneration. For the first time in eight years, the General Meeting decided to pay dividends totalling RUB 7.5bn ($103m).