Activities of the Board of Directors in 2019

Given the strategic nature of the Board of Directors’ activities, meetings of the Board of Directors are held on a scheduled basis. An annual schedule of meetings is adopted at the first meeting following the election of the Board of Directors. The schedule includes matters that require regu-lar consideration according to statutory and shareholder’s requirements. The Board of Directors also considers other matters at its meetings according to the requirements of the Company’s Charter and/or the law.

In 2019 the PAO Sovcomflot Board of Directors convened 11 times (including five meetings through joint attendance and six through absentee voting)Date of the meeting and number of the minutes: 29 January 2019, No. 178 (absentee voting); 26 February 2019, No. 179; 11 April 2019, No. 180; 29 April 2019, No. 181 (absentee voting); 23 May 2019, No. 182; 23 July 2019, No. 183 (absentee voting); 24 September 2019, No. 184; 31 October 2019, No. 185 (absentee voting); 12 November 2019, No. 186 (absentee voting); 10 December 2019, No. 187; 30 December 2019, No. 188 (absentee voting)..

Number of Board of Directors meetings, 2017-2019
Number of issues considered by the Board of Directors, 2017-2019

In 2019 the PAO Sovcomflot Board of Directors considered 44 issues in the following main areas:

  • Strategic management of Sovcomflot Group, including results of implementation of the long-term development programme in 2019, approval of the updated PAO Sovcomflot strategy up to 2025, review of quarterly reports on the implementation of the long-term development programme, and issues related to the updating of the long-term development strategy up to 2025;
  • Notification of significant issues in PAO Sovcomflot operations;
  • Preparation of PAO Sovcomflot for entering public capital markets, including amendments to the decision on the additional issue of securities and the prospectus of ordinary registered uncertified shares of the Company and amendment of the PAO Sovcomflot Charter;
  • Approval of the financial plan (budget) of PAO Sovcomflot and Sovcomflot Group, summarizing performance for the reporting period, preparations for holding the Annual General Meeting of Shareholders, preliminary consideration of issues before submitting them to the General Meeting of Shareholders (for a shareholder decision);
  • Supervision over the activities of PAO Sovcomflot executive bodies, including approval of performance targets and the results of their attainment by the executive bodies for the reporting period and for 2018;
  • Consideration of issues related to compliance with Instructions issued by the President of the Russian Federation and the Government of the Russian Federation;
  • Review of internal audit reports and approval of internal audit plans on a semiannual basis, consideration of the results of an external assessment of the internal audit function;
  • Approval of internal documents, including Regulations on the Compensation of Personnel, and updating of internal documents relating to non-core assets and procurement procedures according to statutory and shareholder’s requirements;
  • Supporting the organisational activities of the Board of Directors and establishing Committees of the Board of Directors.

Information on the most significant issues was disclosed by PAO Sovcomflot as material facts.

The report on the work of the Board of Directors and its committees in 2019 is planned to be reviewed at the meeting of the PAO Sovcomflot Board of Directors to be held in April 2020 in person. The self-assessment conducted by the Board of Directors and its committees determined that the performance of the Company’s Board of Directs and its committees corresponded to the needs for the Company’s development.

Participation of PAO Sovcomflot directors in Board of Directors meetings in 2019
Director Participation in meetings Total number of meetings
Members of the Board of Directors throughout 2019
Ilya Klebanov 11 11
Alexey Klyavin 11 11
David Moorhouse 11 11
Sergey Frank 11 11
Walid Chammah 10 11
Andrey Sharonov 11 11
Members of the Board of Directors until 26 June 2019
Viktor Olersky 5 5
Ivan Glumov 5 5
Oksana Tarasenko 5 5
Members of the Board of Directors since 26 June 2019
Alexander Abramov 6 6
Lyubov Nisenboym 6 6
Pavel Sorokin 6 6
Yury Tsvetkov 6 6
Members of the Board of Directors since 23 September 2019
Oksana Tarasenko 5 5
Igor Tonkovidov 5 5

The Regulations on the PAO Sovcomflot Board of Directors stipulate that Board of Directors meetings shall be held in joint presence of the Board members. By a decision of the Chairman of the Board of Directors, decisions of the Board of Directors, depending of the significance of agenda items, may be adopted by absentee voting.

Decisions on issues that require preliminary assessment by the relevant committee of the Board of Directors are adopted taking into account recommendations of such committee.

Information about members of the Board of Directors and its activities is disclosed by PAO Sovcomflot on its official website in the Corporate governance section according to statutory requirements, provisions of the Corporate Governance Code recommended by the Bank of Russia, and the Company’s Information Policy..