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Committees under Board of Directors
Committees under Board of Directors shall be formed by the decision of the Board of Directors. Committees under Board of Directors are formed to study matters within the competence of the Board of Directors or which are searched into the matter by the Board of Directors with intent to control the Executive Body of the Company and to develop necessary recommendations for the Board of Directors and Executive Body of the Company. The following committees are formed under Board of Directors:
- Audit Committee;
- Committee on Strategy, Development, Investment, Reforming and Corporate Governance;
- Budget and Finance Committee;
- Personnel and Remuneration Committee.
By the decision of the Board of Directors other committees under Board of Directors can be formed.
Audit Committee develops recommendations concerning the nominees for auditor of the Company, estimates the conclusions of the auditor, estimates efficiency of procedures of the internal control of the Company and prepares recommendations for the improvement. Committee on Strategy, Development, Investment, Reforming and Corporate Governance was established to define strategic targets for the Company activity, to determine priority directions of its activity, including corporate governance system organization, estimation of efficiency of activity of the Company in long-term prospect, and development of recommendations to the Board of Directors on issues related to the development and implementation of the present Company strategy. Budget and Finance Committee develops recommendations on formation, execution and updating the financial and economic plan of the Company (business plan, budget); provides the control of the Board of Directors over the financial and economic activity of the Company, over the formation and implementation of financial and economic plan of the Company; controls an overall performance of risk management system of the Company. Personnel and Remuneration Committee helps to involve qualified personnel to manage the Company and to set the amount of financial motivation necessary for their successful work.
Committees of the Board of Directors tentatively examine the questions within their competence included in the agenda of Meeting of the Board of Directors of the Company and develop recommendations. The Board of Directors of the Company considers recommendations concerning the agenda of meeting presented by the Committees of the Board of Directors. The representatives of shareholders are included in the structure of the committees under the Board of Directors in quantity not less than 1(one) member for each committee; the representatives in aggregate should own not less than 25 (twenty five) percent of voting shares of the Company. The matters connected with activity of committees, but not settled by the Articles of Association and Regulations on corresponding committees, are adjusted by special decisions of the Board of Directors of the Company
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