Corporate Governance

The Company keeps the highest corporate governance standards to build an environment of trust, transparency and accountability necessary for fostering long-term investment, financial stability and business integrity, thereby supporting stronger growth.

The Company is governed by the Board of Directors (the Committees of the Board of Directors) and by the management. In line with international practice majority of the Board members are independent directors.

The Board of Directors plays pivotal role in establishing and maintaining corporate governance framework consisting of:

  • Explicit and implicit contracts between the company and the shareholders for distribution of responsibilities, rights, and rewards.
  • Procedures for reconciling the sometimes conflicting interests of shareholders in accordance with their duties, privileges, and roles.
  • Procedures for proper supervision, control and information-flows to serve as a system of checks-and-balances.  

The roles and responsibilities of members of the Company’s Board of Directors are the following:

  • The Board of Directors is competent to decide on acquisition, sale of assets, adoption of the program for the development and budget issues with the involvement of independent reserves auditors and legal advisers that will be selected.
  • The Board of Directors intends to use the blockchain technology for storage and data processing including geological, financial actual and forecast data for the projects to bring total transparency of all the Company’s activities and the activities of the operating companies to share holders as well as for avoiding data loss and incorrect interpretation of the data.
  • Each of the Board members is elected for a term of three years, has one vote. The Board of Directors consists of seven members.

The Board of Directors has established following Committees:

  • Strategic development committee.

The work is mainly focused on making review and recommendations regarding acquisition of available opportunities, sale of assets, projects development and budget issues. The Strategic development committee recommends reserve auditors and legal advisers to be engaged into the projects.

The Strategic development committee consists of Israfil Vekilov (chairman), Peter Anclam, William Roberts and Raid Bukhamseen  

  • Audit committee.

The work is mainly focused on supervising the Company’s financial reporting and assessing the efficiency of the Company’s financial internal controls, with the primary objective of providing support to the Board in the decision making processes regarding such matters. The Audit committee also regularly liaises with the Company’s statutory auditor as part of the annual audit process and reviews the audit fees and the auditor’s independence and impartiality. The Audit committee reports to the Board, normally in conjunction with the following Board meeting.

The Audit committee consists of Victor Romashov (chairman) and William Roberts.

  • Remuneration committee.

The work is mainly focused on establishing principles for remuneration to management, to monitor and evaluate variable remuneration and the application of the guidelines for remuneration as well as to construct and propose an incentive programme to the AGM. The remuneration committee reports to the Board, normally in conjunction with the following Board meeting.

The remuneration committee consists of Vladimir Samofalov (chairman) and Peter Anclam.