Region
Corporate governance

Introduction

EuroChem is committed to robust corporate governance through compliance with all applicable laws, rules and regulations wherever it operates. All employees are responsible for respecting applicable laws and following the principles of our Code of Conduct and associated Compliance Policies.

We strive to uphold the highest ethical standards across all our activities, in line with EuroChem’s values, goals and objectives. The Board and senior management of the Group set the tone at the top, which is underpinned by the Code of Conduct.

Our corporate governance principles

01
Treating our shareholders fairly; recognizing and protecting their rights
02
Operating an effective system of internal control and audit
03
Ensuring access to the Company’s information and financial transparency
04
Applying the highest levels of business ethics
05
Providing an excellent working environment, career progression and effective communication mechanisms for employees

Structure

EuroChem’s highest-ranking corporate governance body is the General Meeting of Shareholders (GM). The Board of Directors is elected by – and reports directly to – the GM. The Board of Directors appoints the Chief Executive Officer (CEO), and determines the length of his or her mandate. The CEO reports directly to the Board of Directors.

The Board considers all issues that are referred to it by law, the Company’s Articles of Association and Regulations on the Board of Directors.

Key Company documents that define EuroChem’s approach to corporate governance are:

  • Articles of Association
  • Regulations on the Board of Directors
  • Organizational Regulations
  • Audit Committee Regulations
  • Nomination, Remuneration and Corporate Governance Committee Regulations
  • Strategy Committee Regulations
  • Health, Safety And Environment Committee Regulations
  • Code of Conduct

Board and committees

The Board’s overall role is to steer, support and oversee EuroChem’s business and strategies in a manner that secures a sustained increase in shareholder and stakeholder value. The Board members act as a resource and offer their expertise and experience for the benefit of the Group.

The Board also ensures that EuroChem adopts and maintains international standards and best practices. It monitors the Group’s accounting function, risk management processes, internal controls and governance framework. Its activities are aligned with the principles set out in the Articles of Association and the Regulations of the Board of Directors.

The Board delegates certain responsibilities to its four Committees:

Committee Principal Function
Audit Committee
  • Assists the Board in overseeing the reliability and integrity of financial reporting, accounting policies and disclosure practice.
  • Reviews the adequacy and effectiveness of the management reporting and control systems to manage risks and ensure compliance.
Nomination, Remuneration and Corporate Governance Committee
  • Assists the Board in discharging its corporate governance responsibilities in relation to remuneration and incentive programmes, and undertakes succession planning for directors and other senior executives with a view to the challenges and opportunities facing EuroChem, and the skills and expertise the Board will need in future.
Health, Safety and Environment Committee
  • Assists the Board in ensuring that the Group’s policies, procedures and working practices regarding health, safety and environmental protection meet or exceed any legal obligations, with the object of promoting the wellbeing and safety of EuroChem’s employees, its customers and others who may be affected by its activities, as well as the appropriate protection of the environment.