Corporate governance system
Description of the corporate governance system
Rusagro Group is committed to upholding the best Russian and international practices in corporate governance. The Rusagro team is convinced that an effective corporate governance system ensures the Company’s successful development and is the key to stronger investment appeal, higher trust of investment community and excellent business reputation.
The Company’s public standing and the Board of Directors’ and management’s aspiration for a well‑round development of the corporate governance system are the reasons for the elevated standards for the system’s excellence.
Fundamental documents
Internal
- Articles of Association of Rusagro Group PJSC
- Regulations on the Board of Directors of Rusagro Group PJSC
- Regulations on the Audit Committee of Rusagro Group PJSC
- Regulations on the Remuneration Committee of Rusagro Group PJSC
- Regulations on the Nomination Committee of Rusagro Group PJSC
- Regulations on the Internal Audit Service of Rusagro Group PJSC
- Regulations on the Risk Management and Internal Control System of Rusagro Group PJSC
- Regulations on the Corporate Secretary of Rusagro Group PJSC
- Dividend Policy of Rusagro Group PJSC
- List of Insider Information of Rusagro Group PJSC
Rusagro Group PJSC page on the Corporate Information Disclosure Centre website
Improvement of the corporate governance system
In 2024, Rusagro Group’s corporate governance system underwent a significant update to bring it in line with best corporate practices, the requirements of regulators and the Moscow Exchange for inclusion in the first quotation list.
In 2024, the Articles of Association were revised and approved to achieve high standards of corporate governance in the Group. According to the current version of the Articles of Association, a new Board of Directors was elected, new committees and services were formed, and internal documents were adopted as part of the effort to raise the standard of corporate governance in the Group. A Corporate Secretary was appointed to ensure the proper execution of corporate policy and the coordination of efficient communications among shareholders, management, and control bodies, as well as the Group.
Assessment of the corporate governance system in 2024
The Board of Directors uses the Bank of Russia’s Corporate Governance Code and industry best practices in Russia and around the world to evaluate the corporate governance quality. The formal assessment methodology used by the Company is in line with the recommendations of the Bank of Russia as specified in the information letter of the Bank of the Russia dated 27 December 2021.
For the full text of the report on compliance with the principles and recommendations of the Corporate Governance Code, see the Appendix to the Annual Report
| Section | Number of items | Complied with | Partially complied with | Not complied with | |
|---|---|---|---|---|---|
| 1 | Shareholders’ rights | 13 | 13 | 0 | 0 |
| 2 | Board of Directors | 36 | 22 | 8 | 6 |
| 3 | Corporate Secretary | 2 | 1 | 1 | 0 |
| 4 | Remuneration system | 7 | 3 | 1 | 3 |
| 5 | Risk Management and Internal Control System | 6 | 4 | 1 | 1 |
| 6 | Disclosure of information | 7 | 1 | 4 | 2 |
| 7 | Significant corporate actions | 5 | 4 | 1 | 0 |
| Total | 76 | 48 | 16 | 12 | |
| Percentage of total number of Code items, % | 63 | 21 | 16 | ||