All of the committees will perform their duties on behalf of the Board of Directors and the Board of Directors will be responsible for constituting, assigning, co-opting and fixing the terms of service for the committee members, this function may be delegated by the Board of Directors to the corporate governance and nominations committee.

Audit Committee

Members

The audit committee comprises at least three members (including non-members of the Board of Directors), one of whom is an independent director, and meets at least four times a year.

  • Philippe Mailfait, Chairman;
  • Olga Mashkovskaya;
  • Anton Vishnevskiy.

Role of the committee:

The audit committee supervises, monitors, and advises the integrity of the financial statements of the Group, reviewing significant financial reporting judgments and monitoring the process of the preparation of the financial information; reviews the Group’s internal financial control system and internal control and risk management systems; monitors and reviews the effectiveness of the Group’s internal audit function; makes recommendations to the Board in relation to the external auditor's appointment and approve the remuneration and terms of engagement of the external auditor; monitors and reviews the external auditor's independence, objectivity and effectiveness, taking into consideration relevant professional and regulatory requirements; monitors and reviews the development and implementation of the policy on the engagement of the external auditor to supply non-audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm.

the Board of Directors on risk management and control systems, as well as on the implementation of codes of conduct. In addition, the audit committee supervises the submission by the Company of the Group’s financial information and a number of other audit related issues and assesses the efficiency of the work of the Chairman of the Board of Directors.

Key responsibilities

The audit committee is responsible for considering, among other matters:

  • Financial reporting. The Committee shall monitor the integrity of the financial statements of the Company/Group, including its annual and half-yearly reports, interim management statements, and any other formal announcement relating to its financial performance, reviewing significant financial reporting issues and judgements which they contain. Also, the Committee shall monitor and make recommendations on the time schedule for the preparation of the financial statements and other financial reporting documents;
  • Internal controls and risk management systems. The Committee shall keep under review the adequacy and effectiveness of the Company’s internal financial controls and internal control and risk management systems and review and approve the statements to be included in the annual report concerning internal controls and risk management.
  • Compliance, whistleblowing and fraud. In this regard the Committee shall:
    • review the adequacy and security of the Company’s arrangements for its employees and contractors to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action;
    • review the Company’s procedures for detecting fraud;
    • review the Company’s systems and controls for the prevention of bribery and receive reports on non-compliance;
    • review regular reports on the effectiveness of the Company’s anti-money laundering systems and controls;
    • review regular reports on the adequacy and effectiveness of the Company’s compliance function.
  • Internal audit. In this regard the Committee shall:
    • monitor and review the effectiveness of the Company’s internal audit function in the context of the Company’s overall risk management system;
    • approve the appointment and removal of the head of the internal audit function;
    • approve the budget of the internal audit function and its authority to engage and obtain advice and assistance from internal or external legal, accounting or other advisors;
    • consider and approve the remit of the internal audit function and ensure it has adequate resources and appropriate access to information to enable it to perform its function effectively and in accordance with the relevant professional standards. The Committee shall also ensure the function has adequate standing and is free from management or other restrictions;
    • review and assess the annual internal audit plan;
    • review reports addressed to the Committee from the head of internal audit function;
    • review and monitor management’s responsiveness to the findings and recommendations of the internal auditor;
    • meet the head of internal audit at least once a year, without management being present, to discuss their remit and any issues arising from the internal audits carried out. In addition, the head of internal audit shall be given the right of direct access to the Chairman of the Board and to the Committee.
  • External Audit In this regard the Committee shall:
    • consider and make recommendations to the Board, to be put to Shareholders for approval at the AGM, in relation to the appointment, re-appointment and removal of the Company’s external auditor. The Committee shall oversee the selection process for a new auditor and if an auditor resigns the Committee shall investigate the issues leading to this and decide whether any action is required;
    • oversee the relationship with the external auditor including;
    • meet regularly with the external auditor, including once at the planning stage before the audit and once after the audit at the reporting stage. The Committee shall meet the external auditor at least once a year, without management being present, to discuss the auditor's remit and any issues arising from the audit;
    • review and approve the annual audit plan and ensure that it is consistent with the scope of the audit engagement;
    • review the findings of the audit with the external auditor;
    • review any representation letter(s) requested by the external auditor before they are signed by management;
    • review the management letter and management’s response to the auditor’s findings and recommendations;
    • monitor and review the development and implementation a policy on the supply of non-audit services by the external auditor, taking into account any relevant ethical guidance on the matter.
  • the integrity of the Group's consolidated financial statements, including its annual and interim accounts, and the effectiveness of the Group’s internal controls and risk management systems;
  • auditors' reports;
  • the terms of appointment and remuneration of the independent auditors.

Corporate Governance and Nominations Committee

Internal Auditor

The Company’s internal auditor is responsible for the recommendation of an auditing plan to the audit committee of the Board of Directors. The internal auditor carries out auditing assignments in accordance with such plan and oversees and reports on the Company’s compliance with the plan’s recommendations. The internal auditor also files a quarterly report with the audit committee and the Board of Directors and must be available for any meetings of the audit committee or the Board of Directors.

Company Secretary

The current secretary of the Company is Intertrust Corporate Services (Jersey) Limited (the "Company Secretary") of 44 Esplanade, St Helier, Jersey, JE4 9WG. The Company Secretary was appointed on 10 April 2007.

Role of the committee:

The committee ensures the preparation of the selection criteria and appointment procedures for members of the Board of Directors and reviews on a regular basis the structure, size and composition of the Board of Directors.

Key responsibilities

  • The primary responsibilities of the Committee are to assist the Board in:
  • recommending and annually reviewing corporate governance guidelines for the Company and its consolidated subsidiaries (together, the "Group") and overseeing corporate governance matters;
  • identifying individuals qualified to become Board members and recommending such individuals to the Board for nomination for election to the Board;
  • making recommendations to the Board concerning committee appointments (other than the Committee);
  • coordinating an annual review of the Board's and its committees' performance;
  • monitoring and securing the Company's compliance with the New Facilities Agreement and ancillary finance and security agreements;
  • making recommendations to the Board concerning the terms of the Group's Code of Ethics; and assessing and making recommendations to the Board concerning the directors and officers liabilities insurance of the Company.In undertaking this role, the corporate governance and nominations committee refers to the skills, knowledge and experience required of the Board of Directors given the Company’s stage of development and makes recommendations to the Board of Directors as to any changes. The corporate governance and nominations committee also considers future appointments in respect of the composition of the Board of Directors, as wells as making recommendations regarding the membership of the audit committee and the remuneration committee.

Remuneration Committee

Members:

The remuneration committee comprises at least three members (including non-members of the Board of Directors) and meets at least three times a year.

  • Gulzhan Moldazhanova, Chairwoman;
  • Olga Mashkovskaya;
  • Anton Vishnevskiy.

Role of the committee

The role of the committee is to determine and recommend to the board the remuneration policy for the Company. In determining the policy the committee takes into account various factors, including structuring the policy to promote the long-term success of the company and linking reward and business performance.

Key responsibilities:

The primary responsibilities of the Committee are to assist the Board in:

  • discharging the Board’s responsibilities relating to the remuneration of the chief executive of the Company’s consolidated subsidiaries (together the "Group"), the executive Directors, the Company secretary and such other members of the management as it is designated to consider by the Board;
  • overseeing the administration of the Company’s compensation and benefits plans, in particular the incentive compensation and equity-based plans of the Company;
  • preparing an annual report on remuneration policy and practices which will form part of the Company’s annual report (the "Company’s Annual Report"); and

No director or manager may be involved in any decisions as to his/her own remuneration.

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