ON REMUNERATIONS AND COMPENSATIONS PAID TO MEMBERS OF THE BOARD OF DIRECTORS OF JOINT-STOCK COMPANY CHELYABINSK TUBE-ROLLING PLANT

Size: px
Start display at page:

Download "ON REMUNERATIONS AND COMPENSATIONS PAID TO MEMBERS OF THE BOARD OF DIRECTORS OF JOINT-STOCK COMPANY CHELYABINSK TUBE-ROLLING PLANT"

Transcription

1 APPROVED BY Extraordinary General Meeting of Shareholders of Joint-Stock Company Chelyabinsk Tube-Rolling Plant (Minutes without number dd ) Chairperson of extraordinary general meeting of shareholders of JSC Chelpipe / А.А.Fedorov REGULATION ON REMUNERATIONS AND COMPENSATIONS PAID TO MEMBERS OF THE BOARD OF DIRECTORS OF JOINT-STOCK COMPANY CHELYABINSK TUBE-ROLLING PLANT Chelyabinsk, 2010

2 CONTENTS 1. General provisions 3 2. Remuneration to the BOD members 4 3. Compensation of expenses of the BOD members 5 4. Additional types of remuneration 5 5. Approval and alteration of the Regulation 5

3 1. General provisions 1.1. The present Regulation on remunerations and compensations paid to members of the Board of Directors of Joint-Stock Company Chelyabinsk Tube-Rolling Plant (hereinafter referred to as the Regulation) is developed in accordance with the Federal law On Joint-Stock Companies, the Charter of Joint-Stock Company Chelyabinsk Tube-Rolling Plant (hereinafter referred to as the Company), the Regulation on the Board of Directors of the Company, other existing statutory acts, and determines conditions, the amount and the procedure of paying remunerations and compensations of expenses to the members of the Company BOD associated with execution of functions during their execution of the duties The present Regulation is approved by the general meeting of the shareholders of the Company in accordance with the standards of article 64, item 2 of the FL On Joint-Stock Companies and is the basis to accrue and pay remunerations and compensations to the members of the Company BOD but remunerations paid to persons who are the members of the Company BOD based on labor and civil-law agreements are not taken into account Company s funds are the source for paying remunerations and compensations Amounts of remunerations and compensations which expected amount is calculated in accordance with the present Regulation are taken into account during budget determination (plan of profits and losses) of the Company The amounts of remunerations and compensations stated in the Regulation do not include taxation. The Company itself calculates, deducts and pays the taxes to be paid and/or deducted due to the payments of remunerations and compensations to the members of the Company BOD, unless other taxation scheme is not stipulated by the law applied to the present legal relations The period for accrual and payment of remunerations and compensations is the period of the BOD powers that starts from election of the members of the Company BOD at the annual general meeting of shareholders of the Company and ends when the subsequent annual meeting of shareholders of the Company is held. If powers are early terminated, as well as if a member of the Company BOD is elected at the extraordinary general meeting of shareholders of the Company the amount of remuneration shall be calculated with regard to actual time of work (period of powers) of the member of the Company BOD Remunerations and compensations are paid in the Russian Federation rubles. The date of payment of remuneration and/or compensations is the date when funds are written off from the Company transaction account For the purposes of the present Regulation terms as follows are used: (1) member of the Board of Directors, Director is a person elected to the membership of the Company BOD under the stated procedure; (2) remuneration to the BOD member amounts of money, securities and other properties and estate liabilities paid (transferred) as remuneration for participation in work of the Company BOD; (3) compensations amounts of money paid to the members of the Company BOD as compensations for their expenses:

4 - incurred due to participation in work of the Company BOD, including, but not limited to: travel and accommodation expenses and others, in case the meeting of the Company BOD is carried out not in the place of permanent residence of the member of the Company BOD; - not related to participation in the meetings but connected with the Company activity, including, but not limited to travel and accommodation expenses and other (participation in business trips and activities held abroad). 2. Remuneration to the BOD members 2.1. Remuneration of the BOD members consists of: - remuneration for participation in the current work of the Company Board of Directors (hereinafter referred to as base remuneration); - remuneration for execution of additional duties (hereinafter referred to as additional remuneration); - remuneration according to the work results Remuneration rate for participation in the current activity of the Company BOD (annual base remuneration) makes (two million two hundred and fifty thousand) rubles Additional remuneration is paid for additional duties as follows: for participation in work of each of the Committees of the Company BOD. Annual rate of the stated remuneration makes (four hundred and fifty thousand) rubles for each committee where the member of the Company BOD is elected in the membership; for work as the Chairperson of each of the Committees of the Company BOD. Annual rate of the stated remuneration in addition to the remuneration stipulated in item of the Regulation makes (four hundred and fifty thousand) rubles for each committee, where the member of the Company BOD is assigned as the Chairperson; for work as the Chairperson of the Company BOD. Annual rate of the remuneration makes 200% of the annual base remuneration to a member of the Company BOD In case the Company receives net profit according to the results of the financial year in which the Company Board of Directors was elected, the Company BOD can be paid remuneration in the amount of up to 5 (five) % of the Company net profit for the past financial year according to the work results. Remuneration payment according to the present article of the Regulation is conditioned by a resolution made on the basis of recommendations of the HR and Remuneration Committee of the Company BOD by the general meeting of the Company shareholders. Distribution of such remuneration among the members of the BOD is carried out on the basis of recommendations of the HR and Remuneration Committee of the Company BOD Remuneration for participation in the current work of the Company BOD and additional remuneration are paid to the members of the Company BOD monthly, in equal shares not later than in 15 days after the end of the current month Remuneration for participation in the current work of the Company BOD is paid to the members of the Company BOD in the period when they exercise their powers namely: from the date of election to the Company BOD until the date of termination of powers of the member of the Company BOD Remuneration for the execution of additional duties is paid to the members of the Company BOD from the date when additional duties were imposed on the member of the Company BOD

5 and until the date when the execution of additional duties is finished on the basis of a statement submitted by the Company Corporate Secretary In case a member of the Company BOD executes several additional duties remunerations for the execution of the stated duties are summed up A member of the Company BOD has a right to accept no remuneration by presenting a written notification addressed to the Chairperson of the Company BOD Remuneration according to the work results stipulated in item 2.4 of the Regulation is paid within one month from the date when the general meeting of the Company shareholders was conducted In accordance with a resolution of the general meeting of the Company shareholders payment of remuneration according to the work results can be substituted or expanded with a right to participate in the Company option plan. 3. Compensation of expenses of the BOD members 3.1. Compensations including expenses for traveling to the place where the meeting of the Company BOD is conducted and back, accommodation expenses as well as expenses not related to the participation in meetings but related with an activity of the Company BOD are paid in accordance with actual expenses Compensation of expenses is carried out on the basis of documents proving the expenses within 15 days from the moment when such documents were submitted to the Company. 4. Liability insurance of the BOD member 4.1. The Company insures professional liability of the members of the Company BOD. 5. Approval and alteration of the Regulation 5.1. The present Regulation is approved by the general meeting of the Company shareholders and comes into force from the moment of its approval. The present Regulation covers activity of the members of the Company BOD elected at the general meeting of the Company shareholders according to the results of 2009 from the moment of their election Decision on the approval of the present Regulation shall be made by the majority of votes of the shareholders voting share owners participating in the meeting of the shareholders Proposals on making amendments and additions in the Regulation or on approval of the amended Regulation are made in accordance with the procedure for including proposals in the agenda of the general meeting of the Company shareholders stipulated in the Company Charter If legislations of the Russian Federation shall be amended and some of provisions of this Regulation contradict with them, these provisions cease to be in force, and prior to the moment when the amendments are made in the Regulation the legislations of the Russian Federation shall govern.

THE OLD MUTUAL INVESTMENT CLUB BUILD A LEGACY I CREATE WEALTH SAMPLE CONSTITUTION

THE OLD MUTUAL INVESTMENT CLUB BUILD A LEGACY I CREATE WEALTH SAMPLE CONSTITUTION THE OLD MUTUAL INVESTMENT CLUB BUILD A LEGACY I CREATE WEALTH SAMPLE This document merely serves as a guide for creating an Investment Club constitution. Certain sections of the document must still be

More information

POLICY DOCUMENT In compliance with Section 178 of the Companies Act, 2013 read with the applicable rules thereto

POLICY DOCUMENT In compliance with Section 178 of the Companies Act, 2013 read with the applicable rules thereto POLICY DOCUMENT In compliance with Section 178 of the Companies Act, 2013 read with the applicable rules thereto The Board of Directors of Shreno Limited ( the Company ) reconstituted and renamed the Remuneration

More information

NOMINATION & REMUNERATION POLICY

NOMINATION & REMUNERATION POLICY NOMINATION & REMUNERATION POLICY I. PREAMBLE In accordance with the provisions of the Section 178 of the Companies Act, 2013 read with Rules made thereunder and pursuant to part D Schedule V of Regulation

More information

REMUNERATION POLICY FOR DIRECTORS Obligation of approving a remuneration policy Provisions laid down in the Companies Act

REMUNERATION POLICY FOR DIRECTORS Obligation of approving a remuneration policy Provisions laid down in the Companies Act REMUNERATION POLICY FOR DIRECTORS 1. INTRODUCTION AND LEGAL FRAMEWORK 1.1. Obligation of approving a remuneration policy Provisions laid down in the Companies Act Articles 529 septedecies and octodecies

More information

Board Charter. 1.0 Purpose. 2.0 Functions and responsibilities

Board Charter. 1.0 Purpose. 2.0 Functions and responsibilities Board Charter 1.0 Purpose This Board Charter sets out the roles, responsibilities, composition, structure and approach of the Board the Company. The Board is responsible for the affairs and activities

More information

SNAKK MEDIA LIMITED NOMINATIONS AND REMUNERATION COMMITTEE CHARTER

SNAKK MEDIA LIMITED NOMINATIONS AND REMUNERATION COMMITTEE CHARTER SNAKK MEDIA LIMITED NOMINATIONS AND REMUNERATION COMMITTEE CHARTER Date adopted: 5 November 2015 Version: 1 1 1.0 AUTHORITY NOMINATIONS AND REMUNERATION COMMITTEE CHARTER The Board of Directors (the Board)

More information

NOMINATION AND REMUNERATION POLICY

NOMINATION AND REMUNERATION POLICY NOMINATION AND REMUNERATION POLICY INTRODUCTION: This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Committee, in compliances

More information

PARQUES REUNIDOS SERVICIOS CENTRALES, S.A. Remuneration Policy for the Board of Directors. Remuneration Policy for the Board of Directors

PARQUES REUNIDOS SERVICIOS CENTRALES, S.A. Remuneration Policy for the Board of Directors. Remuneration Policy for the Board of Directors PARQUES REUNIDOS SERVICIOS CENTRALES, S.A. Remuneration Policy for the Board of Directors i 1 BACKGROUND AND SCOPE OF THE REMUNERATION POLICY...1 2 OBJECTIVES OF THE REMUNERATION POLICY...2 3 GOVERNING

More information

AUDIT AND RISK COMMITTEE CHARTER

AUDIT AND RISK COMMITTEE CHARTER 1. Introduction The Board of Event Hospitality & Entertainment Limited ( the Company ) has established an Audit and Risk Committee to assist it with the management of risk of the Company and all its subsidiaries

More information

Thorn Group Limited ACN Remuneration and Nomination Committee Charter

Thorn Group Limited ACN Remuneration and Nomination Committee Charter 1. PURPOSE The (Committee) is a committee of the Board of directors of Thorn Group Limited (Company). The Board established the Committee under the Company's constitution. This sets out the scope of the

More information

Adopted by the State Duma on June 24, 1997 Approved by the Federation Council on July 3, 1997

Adopted by the State Duma on June 24, 1997 Approved by the Federation Council on July 3, 1997 FEDERAL LAW NO. 123-FZ OF JULY 21, 1997 ON THE PRIVATIZATION OF THE STATE PROPERTY AND ON THE PRINCIPLES OF PRIVATIZATION OF THE MUNICIPAL PROPERTY IN THE RUSSIAN FEDERATION (with the Amendments and Additions

More information

PROVISION ON SUPERVISORY BOARD of Public joint stock company WEIDMANN MALYN PAPER MILL (new edition)

PROVISION ON SUPERVISORY BOARD of Public joint stock company WEIDMANN MALYN PAPER MILL (new edition) APPROVED by the General shareholders meeting JSC "WEIDMANN - МPM" Minutes # 15 of April 15, 2010 PROVISION ON SUPERVISORY BOARD of Public joint stock company WEIDMANN MALYN PAPER MILL (new edition) 1.

More information

BOARD CHARTER JUNE Energy Action Limited ABN

BOARD CHARTER JUNE Energy Action Limited ABN BOARD CHARTER JUNE 2016 Energy Action Limited ABN 90 137 363 636 Contents Contents... 2 1 Overview... 3 2 Key Board Functions & Procedures... 5 3 Role of the Chairman... 9 4 Role of the Deputy Chairman...

More information

The Foschini Group Limited Remuneration Committee Charter

The Foschini Group Limited Remuneration Committee Charter The Foschini Group Limited Remuneration Committee Charter 1 Table of Contents 1. PREAMBLE 3 2. MEMBERSHIP 3 3. TERMS OF REFERENCE AND POWERS 4 4. MEETINGS & PROCEEDINGS 6 5. REPORTING AND ACCOUNTABILITY

More information

Syngenta AG Compensation Committee Charter

Syngenta AG Compensation Committee Charter Syngenta AG Compensation Committee Charter CLASSIFICATION: PUBLIC Contents I. Mission Statement 2 II. Composition 2 III. Meetings 2 IV. Access to Company Information and External Consultants 3 V. Responsibilities

More information

KERJAYA PROSPEK GROUP BERHAD ( U) (formerly known as Fututech Berhad)

KERJAYA PROSPEK GROUP BERHAD ( U) (formerly known as Fututech Berhad) This Charter is developed to: provide a clear statement of the roles, responsibilities, processes and operations of the Board for the Board and management; and ensure the practices of the Board are consistent

More information

Audit and Risk Management Committee Charter

Audit and Risk Management Committee Charter Audit and Risk Management Committee Charter Qube Holdings Limited ACN 149 723 053 Audit and Risk Management Committee Charter (revised June 2018 ) Page 1 of 8 1. Introduction 1.1 Objectives The objectives

More information

HKBN LTD. (the Company) TERMS OF REFERENCE FOR THE REMUNERATION COMMITTEE

HKBN LTD. (the Company) TERMS OF REFERENCE FOR THE REMUNERATION COMMITTEE HKBN LTD. (Incorporated in the Cayman Islands with limited liability) (the Company) TERMS OF REFERENCE FOR THE REMUNERATION COMMITTEE Definitions 1. For the purposes of these terms of reference (the Terms):

More information

CHARTER OF MACHINE-BUILDING ASSOCIATION "CLUSTER OF AUTOMOTIVE INDUSTRY OF SAMARA REGION"

CHARTER OF MACHINE-BUILDING ASSOCIATION CLUSTER OF AUTOMOTIVE INDUSTRY OF SAMARA REGION "APPROVED" By the decision of general (constituent) meeting of machine-building Association "Cluster of automotive industry of Samara region" (Minutes of "29" July 2016) CHARTER OF MACHINE-BUILDING ASSOCIATION

More information

People and Remuneration Committee Charter

People and Remuneration Committee Charter People and Remuneration Committee Charter Revised and approved by the Board on 20 June 2018 1. General 1.1. The OZ Minerals People and Remuneration Committee (the Committee) is established by the Board

More information

Network Rail Limited. (the Company ) Terms of Reference. for. The Remuneration Committee of the Board

Network Rail Limited. (the Company ) Terms of Reference. for. The Remuneration Committee of the Board Membership Network Rail Limited (the Company ) Terms of Reference for The Remuneration Committee of the Board 1 The Remuneration Committee shall be appointed by the Board of Directors of the Company (the

More information

GUIDELINES FOR REMUNERATION POLICY INCLUDING GUIDELINES FOR INCENTIVE PAY

GUIDELINES FOR REMUNERATION POLICY INCLUDING GUIDELINES FOR INCENTIVE PAY GUIDELINES FOR REMUNERATION POLICY INCLUDING GUIDELINES FOR INCENTIVE PAY Guidelines for remuneration policy, version 3.0, updated 29 August 2018 Recommendations on Corporate Governance, 23 November 2017

More information

RUMO S.A. Publicly Held Company Corporate Taxpayer ID (CNPJ/MF): / Company Registry (NIRE):

RUMO S.A. Publicly Held Company Corporate Taxpayer ID (CNPJ/MF): / Company Registry (NIRE): RUMO S.A. Publicly Held Company Corporate Taxpayer ID (CNPJ/MF): 02.387.241/0001-60 Company Registry (NIRE): 413.000.19886 POLICY ON COMPENSATION OF MANAGERS AND AUDIT BOARD MEMBERS 1. PURPOSE This Compensation

More information

BHARAT BIJLEE LIMITED

BHARAT BIJLEE LIMITED BHARAT BIJLEE LIMITED NOMINATION AND REMUNERATION POLICY OBJECTIVE The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along

More information

Nomination and Remuneration Policy

Nomination and Remuneration Policy 2014 Nomination and Remuneration Policy PATEL ENGINEERING LIMITED Patel Estates, Jogeshwari, Mumbai Index Page No Introduction 2 Objective 2 Scope & Applicability 2 Definitions 3 Interpretation 4 Guiding

More information

1. GENERAL PROVISIONS

1. GENERAL PROVISIONS 1. GENERAL PROVISIONS 1.1. The non-governmental organization of the Kharkiv oblast "MultiKultiUA" (hereinafter "the NGO") is a voluntary self-governing non-profit formation, a local community organization

More information

AWE LIMITED ACN

AWE LIMITED ACN AWE LIMITED ACN 077 897 440 AUDIT AND GOVERNANCE COMMITTEE CHARTER Page No. 1. Introduction 2 2. Objectives of the Committee 2 3. Authority of the Committee 3 4. Committee Responsibilities 3 5. Committee

More information

RECOMMENDATIONS FOR REMUNERATION OF MEMBERS OF SUPERVISORY BOARDS AND BOARDS OF DIRECTORS

RECOMMENDATIONS FOR REMUNERATION OF MEMBERS OF SUPERVISORY BOARDS AND BOARDS OF DIRECTORS The general meeting of HUCNO (Croatian Association of certified Supervisory board members) held on September 26, 2008 adopted the following RECOMMENDATIONS FOR REMUNERATION OF MEMBERS OF SUPERVISORY BOARDS

More information

POLICY: REMUNERATION

POLICY: REMUNERATION POLICY: REMUNERATION www.afrimat.co.za F2019 1. Purpose Afrimat Limited and its subsidiaries are committed to ensuring that its remuneration practices enable the company to: 2. Policy 1.1.1 Attract and

More information

SALES EMPLOYMENT CONTRACT

SALES EMPLOYMENT CONTRACT SALES EMPLOYMENT CONTRACT Employer Trade registration no. Employee Personal identification no. CONTINUITY OF EMPLOYMENT Commencement of employment: Probationary period: none or is months (max 6 months)

More information

Macquarie Group Limited Board Charter

Macquarie Group Limited Board Charter Macquarie Group Limited Board Charter 1. ROLE AND RESPONSIBILITIES 1.1 The primary role of the Board of Voting Directors of Macquarie Group Limited ( the Board ) is to promote the long-term health and

More information

Remuneration Committee

Remuneration Committee of Eurobank Ergasias S.A. TERMS OF REFERENCE January 2019 TABLE OF CONTENTS 1. INTRODUCTION... 3 2. PURPOSE... 3 3. KEY TASKS & RESPONSIBILITIES... 4 4. MEMBERSHIPS... 7 5. MEETINGS... 8 6. REPORTING RESPONSIBILITIES...

More information

HIPOLIN LIMITED NOMINATION REMUNERATION POLICY

HIPOLIN LIMITED NOMINATION REMUNERATION POLICY HIPOLIN LIMITED NOMINATION AND REMUNERATION POLICY NOMINATION AND REMUNERATION POLICY This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013

More information

ASTRAZENECA PHARMA INDIA LIMITED. Nomination and Remuneration Policy

ASTRAZENECA PHARMA INDIA LIMITED. Nomination and Remuneration Policy ASTRAZENECA PHARMA INDIA LIMITED Nomination and Remuneration Policy The Remuneration Committee of AstraZeneca Pharma Limited ( the Company ) was constituted on 6 th February 2013. In order to align with

More information

PUBLIC CONSULTATION Proposed Revisions to the Belgian Code on Corporate Governance

PUBLIC CONSULTATION Proposed Revisions to the Belgian Code on Corporate Governance PUBLIC CONSULTATION Proposed Revisions to the Belgian Code on Corporate Governance Appendix C Summary of Changes from 2009 Belgian Code on Corporate Governance THE STRUCTURE OF THE 2009 CODE AND THE PROPOSED

More information

Adopted by the State Duma on September 22, 1999

Adopted by the State Duma on September 22, 1999 FEDERAL LAW NO. 184-FZ OF OCTOBER 6, 1999 ON THE GENERAL PRINCIPLES OF THE ORGANIZATION OF THE LEGISLATIVE (REPRESENTATIVE) AND EXECUTIVE ORGANS OF STATE POWER OF THE SUBJECTS OF THE RUSSIAN FEDERATION

More information

CSL Limited. Board Charter

CSL Limited. Board Charter CSL Limited Board Charter 1. Composition of the Board 1.1 Number of directors Page 1 Rule 56 of the Company's Constitution currently sets the number of directors that may sit on the Board at a maximum

More information

General Meeting of Shareholders 31 March (Item 2 a on the Agenda)

General Meeting of Shareholders 31 March (Item 2 a on the Agenda) General Meeting of Shareholders 31 March 2014 (Item 2 a on the Agenda) 1 a) Compensation Policy pursuant to Article 123-ter of Legislative Decree 58/98 Shareholders, Pursuant to Article 123-ter of Legislative

More information

CHARTER OF THE CORPORATE GOVERNANCE AND COMPLIANCE COMMITTEE OF THE BOARD OF DIRECTORS REGENERON PHARMACEUTICALS, INC.

CHARTER OF THE CORPORATE GOVERNANCE AND COMPLIANCE COMMITTEE OF THE BOARD OF DIRECTORS REGENERON PHARMACEUTICALS, INC. CHARTER OF THE CORPORATE GOVERNANCE AND COMPLIANCE COMMITTEE OF THE BOARD OF DIRECTORS REGENERON PHARMACEUTICALS, INC. (the Company ) I. Statement of Policy The purpose and functions of the Corporate Governance

More information

HUMAN RESOURCES COMMITTEE CHARTER

HUMAN RESOURCES COMMITTEE CHARTER HUMAN RESOURCES COMMITTEE CHARTER Objective The objective of the Human Resources Committee is to assist the Board in discharging its duty to oversee the establishment of appropriate human resources policies

More information

BOARD CHARTER LA PRUDENCE LEASING FINANCE CO LTD

BOARD CHARTER LA PRUDENCE LEASING FINANCE CO LTD Page1 SUBJECT PAGE Chairperson s Message 2 Introduction 3 1 The Role of the Board 4 2 The Structure of the Board 6 2.1 Board Composition 2.1.1 Appointment 2.1.2 Term 2.1.3 Board Protagonists I. Chairperson

More information

Nomination and Remuneration Policy

Nomination and Remuneration Policy Nomination and Remuneration Policy This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and

More information

Corporate Governance Statement

Corporate Governance Statement - 2017 OVERVIEW The Board is responsible for the overall corporate governance of the Company, including establishing and monitoring key performance goals. It is committed to attaining standards of corporate

More information

German Corporate Governance Code

German Corporate Governance Code [Please note: Amendments to the Code compared with the version dated November 07, 2002 are highlighted in bold print and underlined] Government Commission German Corporate Governance Code Foreword This

More information

TASSAL GROUP LIMITED ABN Non-Executive Director Standard Letter of Appointment. (Approved by the Board 1st July 2008)

TASSAL GROUP LIMITED ABN Non-Executive Director Standard Letter of Appointment. (Approved by the Board 1st July 2008) TASSAL GROUP LIMITED ABN 15 106 067 270 Non-Executive Director Standard Letter of Appointment (Approved by the Board 1st July 2008) 1 [Insert Date] [Name of candidate] [Address] Dear [Name] Your appointment

More information

Schedule of Matters Reserved for the Board

Schedule of Matters Reserved for the Board Schedule of Matters Reserved for the Board Brambles Limited Instituted: 4 December 2006 Amended: 24 June 2009, 28 April 2011 and 1 July 2014 1. Board Responsibility 1.1 Management The Board is responsible

More information

BANKA BIOLOO LIMITED NOMINATION & REMUNERATION POLICY

BANKA BIOLOO LIMITED NOMINATION & REMUNERATION POLICY BANKA BIOLOO LIMITED NOMINATION & REMUNERATION POLICY 1 1. INTRODUCTION A transparent, fair and reasonable process for determining the appropriate remuneration at all levels of Banka BioLoo Limited (the

More information

In carrying out the responsibilities and powers set out in this Charter, the Board of Digital CC Limited (Company):

In carrying out the responsibilities and powers set out in this Charter, the Board of Digital CC Limited (Company): 1 PREAMBLE An effective Board is one that facilitates the effective discharge of the duties imposed by law on the Directors and adds value in a way that is appropriate to the Company. The Board is ultimately

More information

Corporate Governance Center

Corporate Governance Center Remuneration Committee Guidelines April 2008 Principle and Rationale (SET) s Principles of Good Corporate Governance for Listed Companies 2006 recommend that a listed company s board of directors ( the

More information

ROSNEFT DIVIDEND POLICY

ROSNEFT DIVIDEND POLICY APPROVED by the Resolution of the Board of Directors Rosneft Oil Company "05" June 2015 Minutes No.35 dated "05" June 2015 Put into force on "13" November 2015 Minutes No.517 dated "13" November 2015 P3-01.05

More information

BOARD OF DIRECTORS MANDATE

BOARD OF DIRECTORS MANDATE BOARD OF DIRECTORS MANDATE 1. Purpose The Board of Directors (the Board ) is responsible for the stewardship of Painted Pony Energy Ltd. (the Corporation ). It has the duty to oversee the strategic direction

More information

Board and Committee Charters. The Gruden Group Limited

Board and Committee Charters. The Gruden Group Limited Board and Committee Charters The Gruden Group Limited The Gruden Group Limited (Gruden) ABN 56 125 943 240 Approved by the Board on 26 May 2016 Board Charter In carrying out the responsibilities and powers

More information

ASTRAZENECA PHARMA INDIA LIMITED. Nomination and Remuneration Policy

ASTRAZENECA PHARMA INDIA LIMITED. Nomination and Remuneration Policy ASTRAZENECA PHARMA INDIA LIMITED Nomination and Remuneration Policy The Remuneration Committee of AstraZeneca Pharma Limited ( the Company ) was constituted on 6 th February 2013. In order to align with

More information

ASTRAZENECA PHARMA INDIA LIMITED. Nomination and Remuneration Policy

ASTRAZENECA PHARMA INDIA LIMITED. Nomination and Remuneration Policy ASTRAZENECA PHARMA INDIA LIMITED Nomination and Remuneration Policy The Remuneration Committee of AstraZeneca Pharma Limited ( the Company ) was constituted on 6 th February 2013. In order to align with

More information

Remuneration and Nominations Committee Terms of Reference NOTE: THESE TERMS OF REFERENCE HAVE BEEN ALIGNED TO THE KING IV RECOMMENDATIONS.

Remuneration and Nominations Committee Terms of Reference NOTE: THESE TERMS OF REFERENCE HAVE BEEN ALIGNED TO THE KING IV RECOMMENDATIONS. Remuneration and Nominations Committee Terms of Reference NOTE: THESE TERMS OF REFERENCE HAVE BEEN ALIGNED TO THE KING IV RECOMMENDATIONS. August 2018 1. INTRODUCTION These Terms of Reference have been

More information

[ON HEADED NOTEPAPER OF COMPANY]

[ON HEADED NOTEPAPER OF COMPANY] [ON HEADED NOTEPAPER OF COMPANY] [NAME] [ADDRESS LINE 1] [ADDRESS LINE 2] [POSTCODE] 201[ ] Dear [NAME], LETTER OF APPOINTMENT Following the recommendation of the nomination committee, the board of directors

More information

Remuneration & Nominations Committee Charter. Pendal Group Limited ABN

Remuneration & Nominations Committee Charter. Pendal Group Limited ABN Remuneration & Nominations Committee Charter Pendal Group Limited ABN 28 126 385 822 01 Contents 1 Purpose 2 2 Membership and Composition 2 3 Chairman 2 4 Meetings 2 5 Conflicts of Interest 3 6 Independent

More information

(COURTESY TRANSLATION FOR THE CONVENIENCE OF INTERNATIONAL READERS)

(COURTESY TRANSLATION FOR THE CONVENIENCE OF INTERNATIONAL READERS) BRUNELLO CUCINELLI S.P.A. Registered office: Corciano (PG), fraz. Solomeo, Via dell Industria 5, Italy Fully paid-up share capital: 13,600,000 Tax code, VAT code and Perugia Companies Register no. 01886120540

More information

BOARD OF DIRECTORS CHARTER

BOARD OF DIRECTORS CHARTER BOARD OF DIRECTORS CHARTER 1. INTRODUCTION The board of directors (hereafter referred to as the board ) of Wilson Bayly Holmes-Ovcon Limited (hereafter referred to as the company ) acknowledges the need

More information

Councillor Seminar June 2014

Councillor Seminar June 2014 Councillor Seminar June 2014 Content Role of the Councillor General Overview Meetings of the Council Standing Orders Quorum Conduct of Meetings Local Authority Committees Corporate Policy Group Strategic

More information

UTKARSH SMALL FINANCE BANK LIMITED

UTKARSH SMALL FINANCE BANK LIMITED UTKARSH SMALL FINANCE BANK LIMITED Format of Letter of Appointment for Independent Directors Mr. / Ms....... Sub.: Appointment as an Independent Director of Utkarsh Small Finance Bank Ltd (Company) I am

More information

ARTICLES OF ASSOCIATION

ARTICLES OF ASSOCIATION ARTICLES OF ASSOCIATION of Vattenfall GmbH (Courtesy translation) 1 Company name, Registered Offices 1. The name of the company is Vattenfall GmbH. 2. It has its registered offices in Berlin. 2 Object

More information

This section of the Remuneration Committee Report will be subject to a binding shareholder vote at the 2015 AGM.

This section of the Remuneration Committee Report will be subject to a binding shareholder vote at the 2015 AGM. REMUNERATION POLICY REPORT FOR THE YEAR ENDED 31 DECEMBER 2014 This Remuneration Committee s Report to shareholders for the year ended 31 December 2014 sets out the policies under which the Executive and

More information

The Board shall consist of five (5) Directors, each of whom, whether elected or appointed, shall be a registered voter within District.

The Board shall consist of five (5) Directors, each of whom, whether elected or appointed, shall be a registered voter within District. DIVISION II BOARD OF DIRECTORS Section 2.01 Organization of Board The Board shall consist of five (5) Directors, each of whom, whether elected or appointed, shall be a registered voter within District.

More information

G8 Education Limited ABN People and Culture Committee Charter

G8 Education Limited ABN People and Culture Committee Charter G8 Education Limited ABN 95 123 828 553 People and Culture Committee Charter Table of Contents 1 Introduction... 3 2 Objectives... 4 3 Responsibilities of the Committee... 4 4 Size and Composition of the

More information

Charter. Remuneration and Nomination Committee Charter. Fortescue Metals Group Limited

Charter. Remuneration and Nomination Committee Charter. Fortescue Metals Group Limited Charter Remuneration and Nomination Committee Charter Fortescue Metals Group Limited 19 July 2017 Remuneration and Nomination Committee Charter Purpose The Remuneration and Nomination Committee (Committee)

More information

1.1 Your employment with [ ] Council began on... ( the commencement date ).

1.1 Your employment with [ ] Council began on... ( the commencement date ). CONTRACT OF EMPLOYMENT for LOCUM CLERK This contract of employment ( the contract ) contains the main terms and conditions of your employment with [ ] Council ( the Council ). It includes all the written

More information

Credit Suisse Group AG Compensation Committee Charter

Credit Suisse Group AG Compensation Committee Charter Credit Suisse Group AG Compensation Committee Charter December 7, 2017 Last approved by the Board of Directors on December 7, 2017. This Charter is also applicable for the activities of the Compensation

More information

Eclipx Group Limited Remuneration and Nomination Committee Charter. Date: 23 October Version: 1.3

Eclipx Group Limited Remuneration and Nomination Committee Charter. Date: 23 October Version: 1.3 Eclipx Group Limited Remuneration and Nomination Committee Charter Date: 23 October 2017 Version: 1.3 Table of Contents 1. Introduction and principles... 3 1.1 Purpose of Charter... 3 1.2 Role of the Committee...

More information

GRIFOLS STATUTES OF THE AUDIT COMMITTEE

GRIFOLS STATUTES OF THE AUDIT COMMITTEE GRIFOLS STATUTES OF THE AUDIT COMMITTEE GRIFOLS STATUTES OF THE AUDIT COMMITTEE Table of Contents 1. PURPOSE... 3 2. COMPOSITION... 3 3. FUNCTIONING... 3 4. FUNDING... 4 5. RESPONSIBILITIES... 4 A) In

More information

Zheng Li Holdings Limited

Zheng Li Holdings Limited Zheng Li Holdings Limited (the Company ) (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8283) Terms of Reference of the Remuneration Committee Adopted by the Board on 21 October

More information

Remuneration Policy and Procedures for Directors and Senior Management. IOI Corporation Berhad

Remuneration Policy and Procedures for Directors and Senior Management. IOI Corporation Berhad Remuneration Policy and Procedures for Directors and Senior Management IOI Corporation Berhad Remuneration Policy and Procedures IOI Corporation Berhad Table of content 1. Introduction 1 Purpose 1 Scope

More information

SPROTT INC. CORPORATE GOVERNANCE AND COMPENSATION COMMITTEE MANDATE

SPROTT INC. CORPORATE GOVERNANCE AND COMPENSATION COMMITTEE MANDATE SPROTT INC. CORPORATE GOVERNANCE AND COMPENSATION COMMITTEE MANDATE General The board of directors (the Board ) of Sprott Inc. (the Corporation ) has delegated the responsibilities, authorities and duties

More information

German Corporate Governance Code

German Corporate Governance Code as amended on June 12, 2006 (convenience translation) Government Commission German Corporate Governance Code 1. Foreword 1 This German Corporate Governance Code (the "Code") presents essential statutory

More information

CODE ROSNEFT CORPORATE GOVERNANCE

CODE ROSNEFT CORPORATE GOVERNANCE APPROVED by Rosneft Board of Directors Resolution dated June 11, 2015 Minutes No. 36 dated June 15, 2015 CODE ROSNEFT CORPORATE GOVERNANCE P3-01 KS-01 VERSION 1.00 MOSCOW 2015 TABLE OF CONTENTS TABLE OF

More information

2.1 The quorum necessary for the transaction of business shall be two members of the Remuneration Committee.

2.1 The quorum necessary for the transaction of business shall be two members of the Remuneration Committee. ARROW GLOBAL GROUP PLC REMUNERATION COMMITTEE TERMS OF REFERENCE The following are the terms of reference of the Remuneration Committee (the Remuneration Committee ) of Arrow Global Group plc (the Company

More information

PARSIPPANY-TROY HILLS TOWNSHIP SCHOOLS SUPERINTENDENT'S BOARD OF EDUCATION BULLETIN MISSION STATEMENT

PARSIPPANY-TROY HILLS TOWNSHIP SCHOOLS SUPERINTENDENT'S BOARD OF EDUCATION BULLETIN MISSION STATEMENT PARSIPPANY-TROY HILLS TOWNSHIP SCHOOLS SUPERINTENDENT'S BOARD OF EDUCATION BULLETIN Number 1 July 13, 2016 MISSION STATEMENT The mission of Parsippany-Troy Hills School District is to provide effective

More information

Charter of the Human Resources Committee of the Board of Directors of Atmos Energy Corporation (Adopted February 3, 2015)

Charter of the Human Resources Committee of the Board of Directors of Atmos Energy Corporation (Adopted February 3, 2015) Charter of the Human Resources Committee of the Board of Directors of Atmos Energy Corporation (Adopted February 3, 2015) Purpose The purpose of the Human Resources Committee (the Committee ) is to discharge

More information

Proposal of the Board of Directors Remuneration Policy

Proposal of the Board of Directors Remuneration Policy Proposal of the Board of Directors Remuneration Policy Note: This document is a translation of a duly approved Spanish language document, and is provided for information purposes only. In the event of

More information

BULGARIAN CODE FOR CORPORATE GOVERNANCE

BULGARIAN CODE FOR CORPORATE GOVERNANCE BULGARIAN CODE FOR CORPORATE GOVERNANCE February, 2012 Bulgarian National Code For Corporate Governance 1 Table of Contents PREAMBLE... 3 DEFINITIONS:... 4 CORPORATE BOARDS... 5 One-tier System... 5 Two-tier

More information

SECONDMENT PROCEDURE

SECONDMENT PROCEDURE SECONDMENT PROCEDURE Version 1 June 2014 Sections 1. Introduction 2. Benefits of secondment 3. Scope 4. Types of secondment 5. Timescales 6. Selection arrangements 7. Development 8. Secondment agreement

More information

STATUTE OF ASSOCIATION

STATUTE OF ASSOCIATION STATUTE OF ASSOCIATION ROTARY CLUB SOPOT INTERNATIONAL IN SOPOT Article I. GENERAL PROVISIONS 1. The Association operates on the basis of the Act of April 7, 1989 Law Of Associations (consolidated text

More information

Board Charter Z Energy Limited

Board Charter Z Energy Limited Board Charter Z Energy Limited Z Energy Limited ( Z Energy ) is committed to the highest standards of corporate governance. This Board Charter ( Charter ) is the foundation document which sets out the

More information

ANGLOGOLD ASHANTI LIMITED Registration No. 1944/017354/06 ( AGA or the Company ) REMUNERATION AND HUMAN RESOURCES COMMITTEE TERMS OF REFERENCE

ANGLOGOLD ASHANTI LIMITED Registration No. 1944/017354/06 ( AGA or the Company ) REMUNERATION AND HUMAN RESOURCES COMMITTEE TERMS OF REFERENCE ANGLOGOLD ASHANTI LIMITED Registration No. 1944/017354/06 ( AGA or the Company ) REMUNERATION AND HUMAN RESOURCES COMMITTEE TERMS OF REFERENCE APPROVED BY THE BOARD OF DIRECTORS ON 16 FEBRUARY 2018 1.

More information

This document has been provided by the International Center for Not-for-Profit Law (ICNL).

This document has been provided by the International Center for Not-for-Profit Law (ICNL). This document has been provided by the International Center for Not-for-Profit Law (ICNL). ICNL is the leading source for information on the legal environment for civil society and public participation.

More information

Statutory report on corporate governance for TORM A/S for the financial year 2014 (regarding the Danish Financial Statement Act sec. 107b).

Statutory report on corporate governance for TORM A/S for the financial year 2014 (regarding the Danish Financial Statement Act sec. 107b). STATUTORY REPORT ON CORPORATE GOVERNANCE Statutory report on corporate governance for TORM A/S for the financial year 2014 (regarding the Danish Financial Statement Act sec. 107b). This statement forms

More information

AUDIT COMMITTEE TERMS OF REFERENCE

AUDIT COMMITTEE TERMS OF REFERENCE AUDIT COMMITTEE TERMS OF REFERENCE These terms of reference (the Terms of Reference) of the audit committee (the Audit Committee) have been established by the supervisory board (the Supervisory Board)

More information

Report in relation to the Directors Remuneration Policy Junta General de Accionistas. Annual Shareholders Meeting

Report in relation to the Directors Remuneration Policy Junta General de Accionistas. Annual Shareholders Meeting Report in relation to the Directors Remuneration Policy 2018 Junta General de Accionistas Annual Shareholders Meeting Note: This document is a translation of a duly approved Spanish language document,

More information

MAIN CHARTER OF ASSOCIATION FOR ENERGY ECONOMICS SECTION I FOUNDATION RULES

MAIN CHARTER OF ASSOCIATION FOR ENERGY ECONOMICS SECTION I FOUNDATION RULES MAIN CHARTER OF ASSOCIATION FOR ENERGY ECONOMICS SECTION I FOUNDATION RULES Name and headquarter ARTICLE 1 It was founded on 02.15.2005, under the name of ENERJİ EKONOMİSİ DERNEĞİ (Association for Energy

More information

General Retention and Disposal Authority: GA28

General Retention and Disposal Authority: GA28 General Retention and Disposal Authority State Archives and Records Authority of New South Wales General Retention and Disposal Authority: GA28 This authority covers records documenting the function of

More information

DESERT LION ENERGY LIMITED CHARTER OF THE BOARD OF DIRECTORS

DESERT LION ENERGY LIMITED CHARTER OF THE BOARD OF DIRECTORS DESERT LION ENERGY LIMITED 1. PURPOSE The Board of Directors (the Board ) of Desert Lion Energy Limited (the Company ) is responsible for the stewardship of the business and for acting in the best interests

More information

TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE. Updated 6 April 2017

TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE. Updated 6 April 2017 TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE Updated 6 April 2017 Terms of Reference for the Remuneration Committee of BOC Aviation Limited 1 Definitions 1. For the purposes of these terms of reference

More information

RISK MANAGEMENT & AUDIT COMMITTEE CHARTER

RISK MANAGEMENT & AUDIT COMMITTEE CHARTER RISK MANAGEMENT & AUDIT COMMITTEE CHARTER August 2014 Energy Action Limited ABN 90 137 363 636 Contents 1 Introduction.3 2 Purpose 3 3 Authority 3 4 Composition 4 5 Meetings 4 5.1 Quorum & voting 4 5.2

More information

------------------------------------------------------------------------------- DECREE OF THE PRESIDENT OF THE REPUBLIC OF KAZAKHSTAN DATED DECEMBER 31, 2015 160 ON APPROVAL OF THE STATUTE ON THE ASTANA

More information

BELSTAR INVESTMENT AND FINANCE PRIVATE LIMITED. Nomination and Remuneration Policy

BELSTAR INVESTMENT AND FINANCE PRIVATE LIMITED. Nomination and Remuneration Policy BELSTAR INVESTMENT AND FINANCE PRIVATE LIMITED Nomination and Remuneration Policy Version: NR_ver 1.0 Date:12 th March 2016 Page 1 of 8 1.0 TITLE Nomination and Remuneration Policy. 2.0 PURPOSE Pursuant

More information

CORPORATE GOVERNANCE CODE OF STOPANSKA BANKA AD - SKOPJE

CORPORATE GOVERNANCE CODE OF STOPANSKA BANKA AD - SKOPJE S T O P A N S K A B A N K A AD S K O P J E CORPORATE GOVERNANCE CODE OF STOPANSKA BANKA AD - SKOPJE Skopje, April 2013 Page 1 of 12 1 On the basis of Article 26 of the Statute of Stopanska Banka AD Skopje

More information

Human Resources and Compensation Committee Charter

Human Resources and Compensation Committee Charter Human Resources and Compensation July 2018 Introduction This charter sets out the governance requirements for the Spark New Zealand Human Resources and Compensation Committee including the roles and responsibilities,

More information

Handbook for Directors, Officers and Members of Societies in the NWT

Handbook for Directors, Officers and Members of Societies in the NWT Handbook for Directors, Officers and Members of Societies in the NWT Handbook for Directors, Officers and Members of Societies in the Northwest Territories Welcome The Societies Act sets out the rules

More information

Terms of Reference of the Remuneration Committee

Terms of Reference of the Remuneration Committee (the Company ) (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2269) Terms of Reference of the Remuneration Committee (Adopted by the Board on May 17, 2017) 1. Constitution The

More information

SOFTTECH ENGINEERS LIMITED. (Formerly known as SOFTTECH ENGINEERS PRIVATE LIMITED) NOMINATION AND REMUNERATION POLICY

SOFTTECH ENGINEERS LIMITED. (Formerly known as SOFTTECH ENGINEERS PRIVATE LIMITED) NOMINATION AND REMUNERATION POLICY SOFTTECH ENGINEERS LIMITED (Formerly known as SOFTTECH ENGINEERS PRIVATE LIMITED) NOMINATION AND REMUNERATION POLICY CONTENT Sr. Particulars No. 1 Title 2 Purpose 3 Applicability 4 Objectives 5 Definitions

More information