As of December 31, 2013.
The Board of Directors consists of nine (9) members.
In 2013 the Board of Directors held 4 ordinary meetings, all of which occurred in Limassol, Cyprus. During 2013 the Board of Directors continued to work on the development of the Company’s mid-term and long-term financial and business strategy, including investment plans, M&A activities, budgeting and general corporate development.
Throughout the year the Board of Directors paid close attention to the improvement of the Company’s internal control and risk management systems.
At its meetings the Board of Directors reviewed other issues connected with the activities of the Company within its remit, including the approval of corporate reports.
The Board of Directors’ Committees
The Company has established two committees: the Audit Committee and the Remuneration Committee. A brief description of the Committees main activities during 2013 is set out below.
The Audit Committee comprises 3 directors, 2 of whom are independent, and expects to meet 3 to 4 times each year. Currently, the Audit Committee is chaired by Philippe Delpal; its other members are Gary S. Yamamoto and Vladimir V. Lukyanenko.
The Audit Committee is responsible for considering, amongst other matters: (i) the integrity of the Group’s financial statements, including its annual and interim financial statements; (ii) the effectiveness of the Group’s internal controls and risk management systems; (iii) auditors’ reports; and (iv) the terms of appointment and remuneration of the auditor.
The Audit Committee supervises and monitors, and advises the Board of Directors on, risk management and control systems and the implementation of codes of conduct. The Audit Committee also supervises the submission by the Group of financial information and a number of other audit-related issues and assesses the efficiency of work of the Chairman of the Board of Directors.
Performance in 2013
In 2013, 2 meetings of the Audit Committee were held. The main issues the Audit Committee oversaw in 2013 were the preliminary review of IFRS financial statements (including goodwill impairment at the end of 2013), internal control and risk-management, including the audit plan.
The Audit Committee supervised the internal and external audit procedures and annual tax strategy implementation in the year. The Audit Committee adopted relevant decisions and recommendations to the Board of Directors with regards to internal control efficiency.
The Remuneration Committee comprises 4 directors and expects to meet at least once each year. Currently, the Remuneration Committee is chaired by Gary S. Yamamoto, an independent director; its other members are Vladimir V. Lukyanenko, German Tsoy and Philippe Delpal. The Remuneration Committee is responsible for determining and reviewing, amongst other matters, the Group’s remuneration policies. The remuneration of independent directors is a matter for the chairman of the Board of Directors and the executive directors. No director or manager may be involved in any decisions as to his/her own remuneration.
Performance in 2013
In 2013 one meeting of the Remuneration Committee was held. The main matters reviewed by the Remuneration Committee were the Senior Management Compensation Scheme and Succession Planning Scenarios for 2013.
The Remuneration Committee summarized best international practices in order to adopt relevant decisions and recommendations to the Board of Directors with regards to the Company’s CEO Compensation Targets.
External Audit of Financial Statements
Every year the Company elects an external auditor who is responsible for the auditing and inspection of the consolidated financial statements of the Company in compliance with IFRS. The external auditor also prepares reviews of the consolidated interim condensed financial information of the Company in compliance with IFRS requirements. The external auditor of the Company is selected from the “top four” auditing companies after a thorough review of their respective proposals. Following that review, the Audit Committee gives its recommendations to the Board of Directors regarding the candidacy of the external auditor and the amount of the auditor’s compensation, and advises the Board of Directors on other terms and conditions of the contract with the auditor. In 2013, based on the recommendation of the Audit Committee, the Board of Directors selected PricewaterhouseCoopers Audit to conduct the audit of the financial statements of the Company for the year 2013, and it continues in that capacity.
The Compensation consists of annual remuneration paid to independent directors for their services in full positions. Total independent directors’ compensation represented by short-term employee benefits in the consolidated income statement was Euro 195,000 for the year ended December 31, 2013.