The Company believes that adherence to high corporate standards is a key condition for ensuring transparent, responsible and trustworthy governance that contributes to the successful development of the Company and the achievement of consistently high financial performance.
The principles of corporate governance of PhosAgro, the structure of governing bodies, governance practices and procedures are set in the Company’s Charter and Corporate Governance Code. The current version of PhosAgro Corporate Governance Code has been developed in accordance with Russian legislation, the Charter and other internal regulations of PJSC PhosAgro, with due account for security market operators' requirements and recommendations set by the Corporate Governance Code approved by the Board of Directors of the Bank of Russia. The provisions of the Corporate Governance Code of PJSC PhosAgro are consistent with the Corporate Governance Code approved by the Board of Directors of the Bank of Russia and, on the whole, are in line with the principles and key recommendations contained therein.
The Board of Directors is accountable to the shareholders for the development and successful implementation of the long-term development strategy of the Company, as well as for the establishment of milestones for evaluating the management performance efficiency and, ultimately, for evaluating this efficiency. The executive bodies of the Company are accountable to the Board of Directors and the General Meeting of Shareholders of the Company.
The corporate governance system protects the rights of shareholders and ensures their equal treatment. The Board of Directors provides all shareholders with the opportunity to receive timely protection in the event of a breach of their rights. Moreover, the Company does not allow discrimination based on gender, skin colour, or religion. We strive to ensure equality within the Company, and our dedication is manifested in the fact that expertise, consistently high performance and displaying adherence to the Company’s values are a necessary and sufficient condition, as well as the only guarantee of career growth and promotion within the Company.
The Company ensures proper disclosure and free access for all interested parties to reliable information on the Company's operations, including data on its financial position, social and environmental indicators, ownership and governance structure.
All material decisions made by the Company affect a large number of people: employees and their families, residents of the cities of operation, shareholders and investors, governmental and non-governmental organizations. We fully recognise the importance of the rights and interests of our employees and their family members, residents of the cities of operation, shareholders and investors, governmental and non-governmental organizations; we strive to respect these rights and interests to the fullest extent; we look for and develop ways of communication and cooperation with interested parties.
The General Meeting of Shareholders is the supreme governing body of PhosAgro PJSC.
General Meetings of Shareholders provide shareholders with the opportunity to make decisions on the most important issues of the Company’s operation.
The scope of authority of the General Meeting of Shareholders, the procedural issues of preparing and holding General Meetings are set out in the Company’s Charter and in the Regulations on the General Meeting of Shareholders.
In order to exercise control over the financial and economic operation of the Company, the General Meeting of Shareholders in accordance with the Charter elects an Internal Audit Commission of the Company. The operating procedure of the Internal Audit Commission is determined by the Regulation on the Internal Audit Commission approved by the General Meeting of Shareholders.
The Board of Directors carries out strategic management of the Company and controls the work of the executive body in the interests of shareholders. The goals of the Board of Directors are: sustainable and successful development of PhosAgro PJSC, long-term increase in the value of its assets, ensuring the protection of the rights and legitimate interests of shareholders, ensuring the completeness, reliability and objectivity of public information about the Company.
We strive to ensure that most members of the Board of Directors are independent—this approach helps ensure that the decisions made are impartial and the interests of various groups of shareholders are balanced.
When electing members of the Board of Directors, the highest priority is given to whether the nominees possess the required balance of skills, experience, independence and knowledge. Members of the Board of Directors who are well acquainted with the Company’s business play an important role in ensuring properly qualified governance. Therefore, the Company’s Corporate Governance Code does not limit the number of re-elections for the members of the Board of Directors. However, membership of the Board for more than 7 years is regarded as a reason to analyse rotation opportunities.
Members of the Company's Board of Directors receive remuneration, the amount of which is set based on the decision of the General Meeting of Shareholders and is adjusted in such a way as to involve highly skilled professionals and motivate them to work honestly and efficiently.
The operating procedure of the Board is determined by the Regulation on the Board of Directors approved by the General Meeting of Shareholders.
At the Annual General Meeting of Shareholders of the Company held on 22 May 2020, a new Board of Directors was elected. It consists of 10 members, 7 of whom are independent, thus complying with the requirements of the Listing Rules and the recommendations of the Corporate Governance Code. The Board of Directors is balanced in terms of a set of knowledge, skills and experience, as well as independence, as established by the Board of Directors’ Remuneration and Human Resources Committee (the decision of the Remuneration and Human Resources Committee).
The Committees of the Board of Directors are consultative and advisory bodies and consist of current members of the Board who possess the necessary skills and expertise compliant with the functions of the Committees. In the course of operation, the Committees may also involve external experts and advisers. The primary objective of the Committees is to pre-consider the most important issues within the scope of authority of the Board of Directors.
The Board of Directors has six Committees, five of which are headed by independent directors:
The Audit Committee is vested with the following tasks, in particular:
The Audit Committee consists of:
The operating procedure of the Committee is determined by the Regulation on the Audit Committee approved by the Board of Directors.
The Strategy Committee is vested with the following tasks, in particular:
The Strategy Committee consists of:
The operating procedure of the Committee is determined by the Regulation on the Strategy Committee approved by the Board of Directors.
The Remuneration and Human Resources Committee is vested with the following tasks, in particular:
The Remuneration and Human Resources Committee consists of:
The operating procedure of the Committee is determined by the Regulation on the Remuneration and Human Resources Committee approved by the Board of Directors.
The Committee is vested with the following tasks:
The Environmental, Health and Safety Committee consists of:
The operating procedure of the Committee is determined by the Regulation on the Environmental, Health and Safety Committee approved by the Board of Directors.
The Risk Management Committee is vested with the following tasks:
The Risk Management Committee consists of:
The operating procedure of the Committee is determined by the Regulation on the Risk Management Committee approved by the Board of Directors.
The Sustainable Development Committee is vested with the following tasks:
The Sustainable Development Committee consists of:
The operating procedure of the Committee is determined by the Regulation on the Sustainable Development Committee approved by the Board of Directors.
The Management Board is the collegial executive body of the Company and reports to the Board of Directors and the General Meeting of Shareholders of the Company.
The scope of authority of the Management Board, in particular, includes:
The members of the Company’s Management Board are approved by the Company’s Board of Directors for the term of one year.
The operating procedure of the Management Board is determined by the Regulation on the Management Board approved by the General Meeting of Shareholders.
CEO is the Chairman of the Management Board of the Company, reports to the Board of Directors and the General Meeting of Shareholders.
The scope of authority of CEO includes all issues related to the management of the daily operations of the Company, with the exception of issues referred by the effective legislation of the Russian Federation and/or the Charter of the Company to the scope of authority of other governing bodies of the Company.
CEO of the Company is elected by the Board of Directors for a term of three years.
The Corporate Secretary ensures ongoing interaction with shareholders, coordination of the Company's actions to protect the rights and interests of shareholders and support for the effective work of the Board of Directors. The Corporate Secretary is appointed by the Board of Directors. The operating procedure of the Corporate Secretary is determined by the Regulation on the Corporate Secretary approved by the Board of Directors of the Company.
Mr. Sergey Samosyuk
Tel.: , extension 2712
Prior to becoming the Corporate Secretary, Sergey was head of the modelling and economic analysis division at PhosAgro-Cherepovets since October 2014. He first joined the finance department of Ammophos (later merged into PhosAgro-Cherepovets) in 2003, and has held management positions in finance at PhosAgro subsidiaries PhosAgro AG, Metachem, as well as Mining and Chemical Engineering. Sergey was also a member of the revision commission of PhosAgro-Cherepovets.
Sergey graduated from the St. Petersburg Academy for Engineering and Economics in 1997 with a degree in engineering and economics. In 2001 he received a law degree from St. Petersburg State University. He was born in 1976.
The main functions of the Corporate Governance Directorate are as follows:
Corporate Governance Director
Mr. Yuri Botnev
Tel.: , extension 2710
Deputy Corporate Governance Director
Ms. Yekaterina Konovalova
Tel.: , extension 2192
The Internal Audit Directorate of the Company assists the Board of Directors and executive management in improving the efficiency of business process management and the functioning of internal control and risk management systems.
The Internal Audit Directorate in its operation is guided by the Internal Audit Policy, adheres to a risk-based approach and works closely with the risk management, internal control and economic security departments, as well as with members of the governing bodies of the Company.
The audit plan for the calendar year is reviewed, discussed and approved by the Audit Committee and the Board of Directors. Audits are held both in the Company itself and in its individual subsidiaries and their separate divisions.
Moreover, the Internal Audit Directorate monitors the effectiveness and efficiency of corrective actions by the executive bodies of the Company based on the audit findings, and reports quarterly to the Board of Directors.
A report on compliance with the principles and recommendations of the Corporate Governance Code recommended by the Central Bank of the Russian Federation is approved annually by the Board of Directors and submitted as an appendix to the annual report of the Company for consideration by the Annual General Meeting of Shareholders of the Company.
Professional integrity and full compliance with applicable laws and regulations is a general requirement for all employees of PhosAgro enterprises. On 29 January 2018, Apatit JSC, the largest manufacturing plant of PhosAgro, was included in the register of the Anti-Corruption Charter of the Russian Business.
The Company attaches great importance to doing business in accordance with generally recognised ethical standards and considers any cases of bribery and corruption by its employees unacceptable. For this purpose, the following local regulations have been approved and applied at the Company:
In accordance with the anti-corruption laws, all PhosAgro Group enterprises:
The Company strives to help its employees, as well as employees of its counterparties, understand the requirements for their business conduct and gives recommendations on recognising and resolving legal and ethical violations that they may encounter in their daily activities.
All employees of the Company undergo regular training and testing on anti-corruption issues. These measures intend to create an understanding among employees of the importance of countering corruption and maintaining a culture of intolerance to such violations in all areas of activity.
Our training programme contains information on compliance risks associated with certain duties of employees, as well as the instructions on how to behave in situations of concern, including giving and receiving gifts, entertainment, and hospitality expenses.
One of the primary target audiences for this type of training are employees dealing with third parties.
In order to inform employees and counterparties about the anti-corruption standards adopted by the Company, the relevant documents are posted:
In addition to such information sharing, the Company also provides full-time training for employees.
Information letters on the standards adopted by the Company that are aimed at countering corruption and fraud have been emailed to the counterparties.
We strive to create a culture of transparency within the Company and encourage our employees to report problems and troubling situations. In 2016, PhosAgro launched a single Hotline, for all Group organizations, which helps the Company’s management to respond quickly to reports of a wide variety of problems, including corruption-related issues, violations of the Company's internal regulations, potential and/or real conflicts of interest, violations of human rights, labour protection and industrial safety requirements, environmental violations, as well as any other violations.
In order to provide free access to the Hotline, information on all possible communication methods is posted on the public website of the Company and on its internal portal, which makes the Hotline available 24/7 not only for employees but also for suppliers, customers and third parties. Moreover, information about the Hotline operation is stated on employee badges, and on information sheets posted on boards on the territory of the Group enterprises. The Regulation on the Hotline is a mandatory document which each employee needs to read.
All messages to the Hotline are received around the clock by phone, email, or mail. The main principles of the Hotline include a guarantee of confidentiality for all persons reporting a problem, including the possibility of anonymous appeals, as well as prompt and objective consideration of all messages. The Company guarantees employees protection against any negative consequences caused by calling the Hotline.
The Economic Security Directorate is responsible for conducting internal investigations of all messages received by the Hotline, as well as for reporting all incidents requiring additional investigation or corrective action.
The Audit Committee of the Board of Directors of PhosAgro PJSC quarterly reviews a report containing an analysis of Hotline calls and management responses to such calls. The report contains information on the number of messages, types of illegal actions and the measures taken. Considering that the members of the said Committee are exclusively independent directors, the Company thus provides the most effective and unbiased system of reporting on inappropriate behaviour and feedback on such calls.
Social policy is an integral part of PhosAgro's strategy. Our business is based on responsibility to our employees and society. PhosAgro implements social projects aimed both at the stable development of the Company through the high motivation of employees to work, and at facilitating the sustainable social and economic development of the regions of operation.
PhosAgro has adopted the Charity Policy. The Company has identified the following basic principles for providing charitable assistance: targeting and intended use; control over spending; transparency and disclosure. PhosAgro does not provide charitable assistance to government representatives, political parties and associations, or commercial organizations. The main areas of the Company's charity work include education, sports, healthcare and social welfare, and support for the least protected groups of the population, for example, war veterans and the elderly.
The Company's Policy on Interaction with Governmental Authorities requires that PhosAgro’s relations with governmental authorities and their representatives be built within the scope of law and ethics, consistent with the principles of justice and partnership. According to this Policy, interaction with governmental authorities is limited to a number of specific issues related to the strategic development or business operations of the Company.
PhosAgro is not engaged in political activities and does not provide financial support to political parties and associations.
PhosAgro fully supports the principles of and is an active member of the UN Global Compact, which is the UN international initiative for business in the field of corporate social responsibility and sustainable development, uniting 10,000 companies from more than 160 world countries and over 80 nation-wide networks.
In November 2018, PhosAgro joined the UN Global Compact as an active member. On 6 February 2019, the Company joined the UN Global Compact Local Network of Russia. In order to achieve the goals set in the Sustainable Development Programme 2030, platforms for actions have been developed to promote responsible business and eliminate problems arising from the implementation of global goals. In accordance with its mission, since January 2019, PhosAgro has been participating in two platforms: SDG Reporting and Health is Everyone's Business.
In September 2019, the Company was included in the Global Compact LEAD, which unites about 30 corporations of the world that have achieved the highest performance in the field of corporate social responsibility.
Sustainable development is one of the priority areas for the Company and one of the key elements of PhosAgro's Development Strategy until 2025. Along with the implementation of initiatives aimed at sustainable development, the Company also strives to achieve maximum transparency and openness of information published in this area.
PhosAgro’s sustainability reporting principles are as follows:
Aiming at increasing transparency and disclosure standards, earlier in 2019 PhosAgro announced the establishment of the Sustainable Development Committee under the Board of Directors. Irina Bokova, former Director-General of UNESCO, was appointed the chairman of the Committee. The Committee will guarantee that the business is done in accordance with the highest level of responsibility, integrity and transparency, and will also focus on ensuring that the Company adheres to a thoughtful, strategic approach in terms of operation and reporting in the field of environment protection, social investment and corporate governance.
Environmental protection is one of the Company's top priorities throughout the entire product life cycle.
The priority areas of our environmental strategy include reduction of the Company’s negative impact on the environment, preservation of natural ecological systems and constant development of environmental management
We take care of our employees and implement significant educational, medical, youth-related and professional sports