Moscow. 15 August 2011. An extraordinary meeting in absentia of OJSC PhosAgro shareholders held on 10 August 2011 approved the agreement on corporate liability insurance for public trading of securities for legal entities, their directors and other senior managers.
Insurance will be provided by Zurich Insurance Company Ltd., which, in the event of an insured loss, shall compensate losses incurred by OJSC PhosAgro or insured managers as the result of legal claims on securities associated with their public trading. The agreement will cover a period of six years. The liability limit for Zurich is $50 million. The maximum insurance premium is $170,000.
Shareholders also approved the agreement on corporate liability insurance for legal entities, their directors and other OJSC PhosAgro senior managers. Under this agreement, Zurich, in the event of an insured loss, shall compensate expenses incurred by OJSC PhosAgro or insured managers while performing their official duties, for a total of $50 million. The agreement with Zurich will cover a period of one year. The insurance premium is $70,000.
Additions were also made to the Statute governing the Board of Directors at the extraordinary shareholders meeting. The additions define criteria for independent members of the Board of Directors. Now, in addition to the requirements earlier approved in the Statute, an independent director can be a director, who, for a period of five years before appointment to this position, did not serve in the senior management of OJSC PhosAgro or group companies and/or does not hold more than 3% of shares in the company.
Furthermore, shareholders reviewed compensation levels for members of the Board of Directors. The compensation levels approved at the meeting can now only be obtained by independent directors, occupying three of the seven seats on the Board.