Moscow – The Board of Directors of PhosAgro (Moscow Exchange, LSE: PHOR), one of the world’s leading vertically integrated phosphate-based fertilizer producers, has called the Company’s Annual General Meeting of Shareholders (AGM) for 25 May 2021. The record date for shareholders eligible to participate in the AGM is 30 April 2021.
Due to safety measures related to the COVID-19 pandemic, the Board of Directors, taking into account the provisions of Article 3 of Federal Law No. 17-FZ dated 24 February 2021, has decided to hold the AGM by absentee voting.
The AGM agenda includes approval of the Company's 2020 annual report and annual financial statements, distribution of profit for 2020, including dividend payments, election of members of the Board of Directors, payment of remuneration and compensation to members of the Board of Directors, election of members of the Revision Commission, approval of the Company's auditor for 2021 and approval of a related-party transaction.
At its meeting, the Board took note of information on the work and results of the self-assessment of the Board of Directors and its committees in 2020. The Board of Directors approved a report on compliance with the principles and recommendations of the Corporate Governance Code for 2020, confirming that PhosAgro's corporate governance system and practices currently adhere to best practice, fully meet the Company's current needs and ensure that shareholders can exercise their rights.
The Board of Directors also considered whether Sven Ombudstvedt and Marcus Rhodes, who have been members of the Board since 2011, should be recognised as independent candidates for election to the new Board of Directors by the AGM, and, based on the recommendation of the Remuneration and Human Resources Committee, recognised them as such in accordance with the provisions of the Corporate Governance Code and the Moscow Exchange Listing Rules, given their practice of making unbiased, independent and objective decisions in the interests of all PhosAgro shareholders.
As part of the plan to systematise and regulate PhosAgro's sustainable development activities, the Board of Directors has approved a new version of the Policy on the Selection of and Principles of Working with External Auditors, a new version of the Policy on Human Resources Management, a new version of the Policy on Environmental Protection, a new Regulation on the Remuneration and Human Resources Committee, and a new Regulation on the Health, Safety and Environment Committee.
In addition, the Board of Directors took note of the information on the assessment of the effectiveness of the Company’s risk management and internal control systems in 2020, the results of monitoring key risk management in the fourth quarter of 2020, the results of their reassessment and updating the risk map for 2021.
The Board also recommended that the AGM to resolve to pay a dividend of RUB 8,158,500,000, or RUB 63 per common share (RUB 21 per GDR) from retained net income as of 31 December 2020. It was recommended that the AGM approve 7 June 2021 as the record date for dividends.
PhosAgro Board of Directors Chair Xavier Rolet said: Thanks to the successful completion of the large-scale investment projects under our strategy to 2020, PhosAgro has strengthened its free cash flow generation capacity and laid a solid foundation to fund future corporate social responsibility projects, investments under the ambitious strategy to 2025, as well as continued dividend payments to our shareholders.
The Board of Directors also approved a Report on the Company's related-party transactions in 2020, approved a major transaction and a related-party transaction, and proposed that the AGM approve FBK LLC as the Company's RAS auditor for 2021.
The meeting also heard information on PhosAgro's IT strategy and innovation activities, including its cooperation with the Russian Academy of Sciences and the non-state development institute Innopraktika.
PhosAgro CEO Andrey Guryev said: “Over the past three years, PhosAgro has almost doubled the number of fertilizer grades it produces. Today the Company's portfolio includes 53 grades of safe and highly effective products. Twelve of them are fertilizers with micronutrients. Each year the Company invests over RUB 1 billion into comprehensive research and development projects.
“The best available technologies are used to implement the Company's investment projects, including the development of the Volkhov production site.
“A great deal of attention during the Board of Directors meeting was paid to sustainability and compliance with global best practices in ESG. The Company's main task in 2021 remains to maintain the health of its workforce. To this end, all PhosAgro production facilities continue to implement comprehensive preventive measures introduced over a year ago and are actively promoting the vaccination of personnel. More than 7,300 PhosAgro employees have COVID-19 immunity, of which more than 1,760 have returned from remote work to their workplaces, with all antiviral safety measures in place.”