Board Committees

The Audit and Risk Committee is chaired by Mr Baizini and its other members are Mr Dashevsky and Mr Ostling.

The Audit and Risk Committee will meet not less than three times a year and has responsibility for, among other things, monitoring the integrity of the Group’s financial statements and reviewing its annual and interim financial statements. It will oversee the Group’s relationship with its external auditors and review the effectiveness of the external audit process. The committee will give due consideration to applicable laws and regulations, the provisions of the UK Corporate Governance Code, the requirements of the Listing Rules as well as applicable regulations of the Moscow Stock Exchange and Astana International Exchange, and respective Russian securities laws and AIX Markets Listing Rules. It will also have responsibility for reviewing the effectiveness of the Group’s system of internal controls and risk management systems. The ultimate responsibility for reviewing and approving the interim and annual financial statements remains with the Board.

The Nomination Committee is chaired by Mr Orcel and its other members are Mr Konovalenko and Mr Baizini

The committee meets not less than twice a year and is responsible for making recommendations on the composition of the Board and its committees. It ensures a balance of skills, knowledge, independence, experience and diversity and promotes healthy corporate culture. Regularly reviewing leadership needs and priorities, the Nomination Committee ensures orderly succession to both Board and management positions. It also leads evaluation of the Board and non-executive Directors.

Nomination Committee Terms of Reference

The Remuneration Committee is chaired by Mr Ostling and its other members are Ms Berdalina and Mr Konovalenko.

The Remuneration Committee meets not less than twice a year and is responsible for the Group Remuneration Policy, and for setting pay levels and bonuses for senior management and employee benefit structures. The Remuneration Committee works to ensure that Directors and senior managers are fairly rewarded for responsibilities they successfully undertake and ensures pay levels and bonuses are in line with our overall performance.

Remuneration Committee Terms of Reference

The Safety and Sustainability Committee is chaired by Ms Berdalina and its other members are Mr Orcel, Mr Nesis and Mr Dashevsky.

The Safety and Sustainability Committee meets not less than twice a year and provides support to the Board by monitoring the Group’s social, ethical, environmental and safety performance. The Committee oversees the Company’s overall approach to sustainability, developing and implementing short and long-term policies and standards; it ensures that the Company consistently exhibits and promotes ethical, transparent and responsible behaviour, and engages key stakeholders and communities. To address safety, which is the significant area of concern, the Committee has been working hard to implement major improvements in the risk management procedures to achieve our goal of zero fatalities. The Committee measures the impact of the Company’s initiatives, and helps the Audit and Risk Committee to identify, manage and mitigate sustainability risks.

Safety and Sustainability Committee Terms of Reference