Report on compliance with the Bank of Russia’s Corporate Governance Code
In 2016, FPC continued to improve its corporate governance practice in line with FPC’s Action Plan for the Integration of Key Provisions of the Corporate Governance Code in 2015–2016, as approved by the Board of Directors.
In 2016, to follow recommendations of the Corporate Governance Code, the Company:
- reviewed and assessed the current motivation system for executive bodies and other key officers, followed by development and approval of a target KPI system;
- followed the Code’s recommendations as to the membership of the Board of Directors: the share of executive directors on the Board is less than 1/4, and the share of independent directors is 1/3;
- continued to shape the risk management and internal control system by way of:
- general coordination of risk management processes and alignment of internal controls to minimise risks affecting the Company’s financial and business results, including information sharing and advising for all risk management and internal control phases, through FPC’s stand-alone Risk Management and Internal Control Unit. As part of the system formation, the Company develops and updates internal regulatory documents;
- reviewed the Company’s website to check whether it provides all necessary information, is regularly updated and whether disclosed information is easy to find. The Company implements recommendations on website enhancement prepared following the review.
| Sections | Corporate Governance Principles Recommended by the Code | Compliance with corporate governance principle | ||
|---|---|---|---|---|
| Full | Partial | None | ||
| Shareholder Rights | 13 | 6 | 5 | 2 |
| Board of Directors | 36 | 9 | 18 | 9 |
| Corporate Secretary | 2 | 1 | 1 | – |
| Compensation System | 10 | 7 | – | 3 |
| Risk Management System | 6 | 5 | 1 | – |
| Information Disclosure | 7 | 1 | 4 | 2 |
| Material Corporate Actions | 5 | 1 | 2 | 2 |
| Total | 79 | 30 | 31 | 18 |