The Board of directors
The Board comprises nine directors made up of the chairman, chief executive officer, chief financial officer, president and executive director, senior independent non-executive director and four other non-executive directors. The Board is scheduled to meet at least five times in 2012.
Chairman and CEO
A clear division of the roles and responsibilities in the leadership of the Company is demonstrated by the separate appointments of the chairman and chief executive officer. The chairman is responsible to the shareholders for the overall performance of the Board and the Company; the chief executive officer is responsible to the Board for the effective delivery of the Company’s strategic objectives and for its operational performance.
Committees of the Board
The members of the audit committee are Mr Jenkins, chairman, and two independent non-executive directors, Mr Stomberg and Mr McBurney. Mr Jenkins, previously finance director and chief financial officer of Russian mining and energy companies and as an investment banker active in Russian energy transactions, possesses the recent and relevant financial experience to head the audit committee. The audit committee will meet at least three times a year, with the Company’s chief financial officer, the group financial controller and the Company’s auditor, PricewaterhouseCoopers LLP, in attendance as required by the business of the meetings.
The members of the nominations committee are Mr Clark, as chairman, Mr Mach and Mr McBurney. The nominations committee will meet at least annually and more frequently as may be required for the proposed appointment of new members to the Board. The terms of reference of the nominations committee are agreed with the Board. The nominations committee shall periodically review the structure and composition of the Board and make recommendations to the Board to ensure the continued balance of the Board.
The members of the remuneration committee are Mr Stomberg, as chairman, Mr Clark, Mr Mach and Mr McBurney. The remuneration committee will meet at least twice a year to assist the Board in determining the remuneration and contracts of the directors and senior management of the Company. The terms of reference of the remuneration committee are agreed with the Board.