Board of Directors

In 2019, the Board of Directors held 8 meetings and reviewed 70 matters.

Full name Irina Bokova Andrey A. Guryev Andrey G. Guryev Sven Ombudstvedt Sven Ombudstvedt became member and Chairman of the Risk Management Committee on 24 May 2019. Natalia Pashkevich James Rogers Marcus Rhodes Mikhail RybnikovMikhail Rybnikov was member of the Risk Management Committee until 24 May 2019. Xavier Rolet Andrey Sharonov
Year of birth 1952 1982 1960 1966 1939 1942 1961 1975 1959 1964
Board of Directors 8/8 8/8 8/8 8/8 8/8 8/8 8/8 8/8 7/8 7/8
Audit Committee 5/5 5/5 5/5 4/5
Strategy Committee 2/2 2/2 2/2 2/2
Remuneration and Human Resources Committee 4/4 4/4 3/4
Risk Management Committee 3/4 2/4 2/4 4/4
Environmental, Health and Safety Committee 2/3 2/3 3/3
Sustainable Development Committee 2/2 2/2 2/2
Key competences
Strategy
Finance and audit
Chemistry and mining engineering
Environment, health and safety
Human resources
Law and corporate governance
Risk management
Chairman of the Board of Directors

In May 2019, Sven Ombudstvedt stepped down as Chairman of the Board of Directors, a role he had held since 2011. Mr Ombudstvedt contributed greatly to the Company’s development, working tirelessly to drive the Company forward and deliver its strategy to 2020. Under his leadership, the Company was able to upgrade its production capacities and make them more efficient and environmentally friendly. Sven Ombudstvedt’s top priority as the Chairman of the Board of Directors was to ensure full compliance with the Board’s key operating principles, including accountability, transparency, responsibility and equality. It is thanks to his efforts that the Company has integrated sustainability principles and goals into its strategy and day-to-day operations.

He passed his chairman’s baton to Xavier Rolet, former CEO of the London Stock Exchange Group. Prior to his appointment Xavier Rolet had chaired the Risk Management Committee of the Board of Directors. Committed to the Company’s values, Xavier Rolet sets great store by improvements made by his predecessor. In his new role, he is going to focus on organic growth, diligent implementation of the investment programme, continued sustainable development and innovations, which are key to adding value to the Company.

Role of independent directors

Starting from 2011, when the Company established the Board of Directors, the number of independent directors and their authority have been steadily growing. Independent directors make a valuable contribution to the Board’s decision-making as their opinions rely solely on professional skills and expertise, as well as a comprehensive study of the matter. Their position is unbiased, independent and free from the influence of other members of the Board and the Company`s management, and they are primarily focused on improving the Company`s performance. At present, seven of the ten directors are independent, which is well above the average in Russia (38% according to Spenser Stuart research in 2019) and at par with the best global practices. Independent directors chair five of the six Board committees.

They are world-class experts with unique competencies and a track-record in investment and management of major businesses, financial and research organisations and government agencies. They are equipped with a full set of knowledge and skills needed to propel the Company and its Board of Directors forward and foster dialogue with stakeholders at various levels.

Board of Directors nominees and members are assessed against the independence criteria set out in the Regulation on the Board of Directors and the Moscow Exchanges rules. The assessment is performed twice a year by the Remuneration and Human Resources Committee. In 2019, the Board of Directors’ special resolution recognised the independence of two directors, Sven Ombudstvedt and Marcus Rhodes, even though they met the formal criterion of being affiliated with the Company (an 8-year tenure on the Board of Directors).

Onboarding of newly elected directors

Despite the fact that there were no changes in the Board composition in 2019, the Remuneration and Human Resources Committee updated the Onboarding Programme for New Board Members. This is done annually to provide them with an effective tool to gain an insight into the Company’s operations. As part of the onboarding programme, newly appointed directors visit the Company’s production sites and meet with functional managers. In August 2019, for example, the members elected to the Board of Directors in 2018 visited PhosAgro sites in Kirovsk and Apatity (Murmansk region) where, apart from learning about the Company’s key asset, they took part in the celebrations of the Miner’s Day.

Professional development and training of the Board of Directors

The Company views commitment to continuous professional growth as a cornerstone of good corporate governance. By expanding their knowledge and skills, directors add value to the Board of Directors and the Company on the whole. An annual performance assessment highlights the need for the qualification upgrade and training of the Board members, with a focus on the following areas:

  • industry trends in Russia and abroad;
  • risk management;
  • current legislative and stock exchange requirements;
  • Board operation trends in Russia and abroad.

The assessment held in 2019 identified another focus area for the Board of Directors, which is cyberrisks and cybersecurity. To meet this need, the Company engaged one of most reputable companies in this domain to conduct a training workshop for the Board of Directors and the top management in May 2019. On top of that, the Board of Directors regularly receives newsletters from the Company, including quarterly newsletters on corporate governance and weekly updates on the developments in the chemical and related industries.

Composition of the Board of Directors

An external assessment of the Board’s performance and an annual self-assessment show that its composition is fully balanced. In 2019, there were no changes in the Board of Directors composition. However, there were significant changes to its committees in May 2019, with a new Sustainable Development Committee set up by the Board of Directors. These measures gave a significant boost to the Board of Directors’ performance.

Board of Directors: period of service, %
Board of Directors: key competencies, %
Board of Directors: independence, %
Board of Directors: place of residence, %
Board of Directors: gender split, %
Board of Directors: age, %
Board of Directors

Information on Members of the Board of Directors

Title
Independent director
Year of election
2018
Equity interest / Stake of ordinary shares
None
Date of birth
12 November 1959
Education

KEDGE Business School (France)

Master’s degree in Management Science and Finance

Columbia Business School (USA)

MBA in International Finance

Institute for Higher National Defence Studies (IHEDN) (France)

Post-graduate degree

1994 – 1996

Credit Suisse

Managing Director

1997 – 2000

Dresdner Kleinwort

Managing Director

2000 – 2007

Lehman Brothers (New York and London)

Senior Executive

2007 – 2009

Banque Lehman Brothers S.A. (France)

CEO

2009 – 2017

London Stock Exchange Group (LSEG)

CEO

2011 – Present

Columbia Business School

Member of the Board of Overseers

2013 – 2017

HM Treasury

Member of the Financial Services Trade and Investment Board

2014

European Securities and Markets Authority (ESMA)

Member of the Securities and Markets Stakeholder Group

2014 – 2017

Bank of England

Governor’s Financial Services Forum

2017 – 2018

London Stock Exchange Group (LSEG)

Advisor

2017 – 2019

Department for International Trade (London)

Member of the Committee of Expert Advisors

2018 – 02/2019

Verseon

Non-executive director

2018 – 2019

PhosAgro

Chairman of the Risk Management Committee

2018 – Present

Shanghai Institute of Finance for the Real Economy — SIFRE

Expert Advisor

2019 – 2020

CQS Management Ltd.

CEO

2019 – Present

PhosAgro

  • Chairman of the Board of Directors
  • Member of the Risk Management Committee
  • 2019 – Present

    Public Investment Fund — Saudi Stock Exchange (Tadawul)

    Member of the Board of Directors

    Key competencies:
  • Strategy
  • Finance and audit
  • Risk management
  • Law and corporate governance
  • Chemistry and mining engineering
  • Deputy Chairman
    Title
    Non-executive director
    Year of election
    2013
    Equity interest / Stake of ordinary shares
    None
    Date of birth
    24 March 1960
    Education
    Plekhanov St Petersburg State Mining Institute (Technical University)

    Degree in Economics and Management of Mining and Exploration Enterprises

    Central State Institute for Physical Education

    2006 – Present

    Russian Chemists Union

    Vice President

    2001 – 2013

    Federation Council of the Federal Assembly of the Russian Federation

    Member of the Federation Council of the Russian Federation

    2013 – Present

    PhosAgro

  • Deputy Chairman of the Board of Directors
  • Member of the Strategy Committee
  • 06/2017 – 06/2018

    AgroGard-Finance

    Member of the Board of Directors

    06/2018 – Present

    AgroGard-Finance

    Chairman of the Board of Directors

    Key competencies:
  • Strategy
  • Chemistry and mining engineering
  • Human resources
  • Title
    Executive director
    Year of election
    2013
    Equity interest / Stake of ordinary shares
    None
    Date of birth
    7 March 1982
    Education

    University of Greenwich (UK)

    Bachelor’s degree in Economics

    Academy of National Economy under the Government of the Russian Federation

    PhD in Economics

    2011 – 2013

    PhosAgro AG

    Deputy CEO for Sales and Logistics

    2011 – Present

    Moscow Rhythmic Gymnastics Federation

    President

    2012 – Present

    Andrey Guryev Charitable Foundation

    Chairman of the Management Board

    2012 – 2014

    Investment Trading Bank

    Member of the Board of Directors

    2012 – Present

    PhosAgro-Region

    Member of the Management Board

    2013 – Present

    PhosAgro

    Member of the Board of Directors

    2013 – Present

    PhosAgro

  • CEO
  • Chairman of the Management Board
  • Member of the Strategy Committee
  • Member of the Environmental, Health and Safety Committee
  • Member of the Risk Management Committee
  • 2014 – 2016

    PhosAgro-Cherepovets

    Member of the Management Board

    2014 – Present
    Russian Chess Federation

    Member of the Board of Trustees

    2015 – Present

    Russian Olympians Foundation

    Member of the Council of Trustees

    2015 – Present
    Russian Union of Industrialists and Entrepreneurs

    Member of the Management Board

    2016 – Present

    Russian Association of Fertilizer Producers

    President

    2016 – Present

    Russian Rhythmic Gymnastics Federation

  • Chairman of the Board of Trustees
  • Vice President
  • 2016 – Present
    International Fertilizer Association (IFA)

    Member of the Board of Directors

    2016 – Present

    Miners of Russia non-commercial partnership

    Deputy Chairman of the Supreme Mining Council

    2019 – Present

    Russian Union of Industrialists and Entrepreneurs

    Member of the Management Board Bureau

    Key competencies:
  • Strategy
  • Finance and audit
  • Chemistry and mining engineering
  • Environment, health and safety
  • Title
    First Deputy CEO
    Year of election
    2016
    Equity interest / Stake of ordinary shares
    0.0258%
    Date of birth
    30 November 1975
    Education

    Lomonosov Moscow State University

    Master’s degree in Economics

    2011 – 2013

    PhosAgro-Region

    Member of the Management Board

    2012 – 2015

    PhosAgro AG

  • CEO
  • Chairman of the Management Board
  • 2012 – 2017

    PhosAgro-Cherepovets

    CEO

    2013

    Moscow Exchange

    Member of the Board of Directors

    2013

    Apatit

    Member of the Board of Directors

    2013 – 2016

    PhosAgro-Cherepovets

    Member of the Board of Directors

    2013 – Present
  • PhosAgro
  • Member of the Management Board
  • Chairman of the Environmental, Health and Safety Committee
  • Member of the Strategy Committee
  • Member of the Sustainable Development Committee
  • 2015 – 2017
    PhosAgro-Cherepovets

    Chairman of the Management Board

    2016 – Present

    PhosAgro

    Member of the Board of Directors

    2016 – Present

    PhosAgro-Region

    Member of the Management Board

    2017 – 2018

    Apatit

    CEO

    Chairman of the Management Board

    2018 – 2019

    Apatit

    Member of the Management Board

    2018 – Present

    Samoilov Scientific Research Institute for Fertilizers and Insectofungicides

    Member of the Board of Directors

    2018 – Present
    PhosAgro

    First Deputy CEO

    2019 – Present

    Apatit

    Advisor to the CEO (part-time)

    Key competencies:
  • Strategy
  • Finance and audit
  • Chemistry and mining engineering
  • Environment, health and safety
  • Title
    Independent director
    Year of election
    2011
    Equity interest / Stake of ordinary shares
    None
    Date of birth
    27 July 1966
    Education

    Pacific Lutheran University (USA)

    Bachelor’s degree

    Thunderbird School of Global Management

    Master’s degree in International Management

    2008 – 2011

    Saferoad AS

    Member of the Board of Directors

    2010 – 2013

    Western Bulk

    Member of the Board of Directors

    2010 – 2017

    Norske Skogindustrier ASA

    CEO

    2011 – 2019

    PhosAgro

    Chairman of the Board of Directors

    2011 – Present

    PhosAgro

  • Member of the Audit Committee
  • Chairman of the Strategy Committee
  • Chairman of the Risk Management Committee
  • 2017

    Norske Skogindustrier ASA

    Special Advisor

    2017 – 2019

    Norske Skog AS

    Chairman of the Board of Directors

    2017 – Present

    Norske Skog Norway AS

    Member of the Board of Directors

    2019 – Present

    Norske Skog ASA

    CEO

    Key competencies:
  • Strategy
  • Finance and audit
  • Chemistry and mining engineering
  • Title
    Independent director
    Year of election
    2018
    Equity interest / Stake of ordinary shares
    None
    Date of birth
    12 July 1952
    Education

    Moscow State Institute of International Relations (Russia)

    International Relations

    John F. Kennedy School of Government at Harvard University (USA) Leadership and Economic Development

    Leadership and Economic Development

    1989 – 1989

    University of Maryland School of Public Affairs (USA)

    Ford Foundation Fellow

    1995 – 1997

    Ministry of Foreign Affairs of the Republic of Bulgaria

  • Secretary of the Council of Ministers of Bulgaria for European Integration
  • Deputy Minister of Foreign Affairs of the Republic of Bulgaria
  • 1991 – 1992 2002 – 2005

    National Assembly of the Republic of Bulgaria

    Member of the National Assembly

    2005 – 2009

    UNESCO

  • Ambassador of Bulgaria to France and Monaco
  • Permanent Delegate of Bulgaria
  • 2009 – 2017

    UNESCO

    Director-General

    2018 – Present

    Ban Ki-moon Centre for Global Citizens

    Member of the Board of Directors

    2018 – Present

    PhosAgro

  • Member of the Board of Directors
  • Member of the Remuneration and Human Resources Committee
  • Chair of the Sustainable Development Committee
  • 2018 – Present

    International Automobile Federation

    Member of the Board of Directors

    Key competencies:
  • Environment, health and safety
  • Human resources
  • Title
    Independent director
    Year of election
    2014
    Equity interest / Stake of ordinary shares
    0.0064%
    Date of birth
    19 October 1942
    Education

    Yale University (USA)

    Bachelor’s degree

    Balliol College, University of Oxford (UK)

    Bachelor’s / master’s degree in Philosophy, Politics and Economics

    1986 – Present

    Virtus Total Return Fund Inc.

    Director

    1988 – Present

    Virtus Global Dividend & Income Fund Inc.

    Director

    1990 – Present

    Beeland Interests Inc.

    Director

    2007 – Present

    Beeland Enterprises Inc.

    Director

    2007 – Present

    Beeland Holdings Pte Ltd.

    Director

    2012 – 2019

    Spanish Mountain Gold Limited

    Director

    2012 – Present

    Geo Energy Resources Limited

    Non-executive director

    06/2013 – 06/2014

    Fab Universal Corp

    Independent director

    2014 – Present
    PhosAgro
  • Member of the Board of Directors
  • Chairman of the Remuneration and Human Resources Committee
  • Member of the Audit Committee
  • 2014 – 2019

    Sinofortune Financial Holdings Limited

    Non-executive director

    2015 – 2016
    TLV Holding Limited

    Advisor

    2016 – Present

    Duff & Phelps Select Energy MLP Fund Inc.

    Director

    2016 – Present

    Virtus Global Multi-Sector Income Fund

    Trustee

    03/2016 – 04/2018
    Crusader Resources Limited

    Non-executive director

    08/2017 – Present

    AgroGard-Finance

    Independent director

    01/2018 – 2019

    Ocean Capital Advisors LLC

    Director

    09/2018 – 2019

    Quantum Digital Asset Management Pte Ltd

    Member of the Board of Directors

    11/2018 – Present

    Sirius International Insurance Group, Ltd

    Member of the Board of Directors

    12/2018 – Present

    Ananti Inc

    Director

    2006 – 2015

    CQS Cayman Limited Partnership

    Advisor

    2011 – Present

    Forbes & Manhattan

    Advisor

    06/2017 – 06/2018

    AgroGard-Finance

    Member of the Board of Directors

    2012 – Present

    Santiago Gold Fund

    Advisor

    2013 – 01/2018

    Laguna Bay Pastoral Company Pty Ltd

    Advisor

    02/2014 – Present

    Genagro Limited

    Advisor

    07/2015 – 01/2017

    Latitude Technologies Limited

    Senior Advisor

    04/2017 – Present

    Agritrade Resources Ltd

    Advisor

    08/2017 – 08/2018

    ITF Corporation

    Advisor

    10/2017 – 10/2018

    Global Blockchain Technologies Corp

    Advisor

    2019 – Present

    Spanish Mountain Gold Limited

    Advisor

    2019 – Present

    Nanomedics Co. Ltd

    External director

    Key competencies:
  • Finance and audit
  • Human resources
  • Risk management
  • Law and corporate governance
  • Title
    Independent director
    Year of election
    2011
    Equity interest / Stake of ordinary shares
    0.000644%
    Date of birth
    31 May 1961
    Education

    Loughborough University

    Bachelor’s degree in Economics and History of Economics

    Institute of Chartered Accountants in England and Wales

    Qualified as chartered accountant, member

    2008 – 2015

    Rosinter Restaurants Holding

    Member of the Board of Directors

    2008 – 2016

    Cherkizovo Group

    Member of the Board of Directors

    2008 – 2015

    Tethys Petroleum Limited

    Member of the Board of Directors

    2011 – Present

    PhosAgro

  • Member of the Board of Directors
  • Chairman of the Audit Committee
  • 2014 – Present

    QIWI Group (QIWI plc)

    Member of the Board of Directors

    2014 – 2017

    Zoltav Resources Inc.

    Member of the Board of Directors

    2017 – Present

    SIA Enterprises Limited

    Honorary treasurer

    08/2018 – 2019

    Rustranscom Plc

    Non-executive director

    Key competencies:
  • Law and corporate governance
  • Risk management
  • Title
    Independent director
    Year of election
    2017
    Equity interest / Stake of ordinary shares
    None
    Date of birth
    5 November 1939
    Education

    Leningrad Mining Institute

    PhD in Economics, professor

    1999 – Present

    St. Petersburg Mining University

    First Vice Rector

    2017 – Present

    PhosAgro

  • Member of the Board of Directors
  • Member of the Environmental, Health and Safety Committee
  • Key competencies:
  • Chemistry and mining engineering
  • Human resources
  • Title
    Independent director
    Year of election
    2017
    Equity interest / Stake of ordinary shares
    None
    Date of birth
    11 February 1964
    Education

    Ufa Aviation Institute

    Aviation Instrument Making

    Russian Academy of Public Administration under the President of the Russian Federation

    Law

    2010 – 2013

    Government of Moscow

    Deputy Mayor for Economic Policy

    2011 – 2014

    National Research University Higher School of Economics

    Member of the Supervisory Council

    2011 – Present

    National Research University Higher School of Economics

    Professor (part-time) at School of Finance of the Faculty of Economic Sciences

    2011 – 2015

    Bank of Moscow

    Member of the Board of Directors

    2013 – 2016

    Moscow School of Management SKOLKOVO

    Rector

    2013 – 2016

    MC Eko-Sistema

    Chairman of the Board of Directors

    2014 – 2015

    ALROSA

    Member of the Supervisory Board

    2014 – Present

    MC NefteTransService

    Chairman of the Board of Directors

    2014 – Present
    Sovcomflot

    Member of the Board of Directors

    2016 – Present

    SKOLKOVO Endowment Fund

    Head

    2016 – Present
    Present Association for the Development of Moscow School of Management SKOLKOVO

    Executive director

    2014 – 2019

    NOVATEK

    Member of the Board of Directors

    2015 – 2018

    VTB Bank

    Member of the Supervisory Council

    2015 – 2017
    Rosgeologia

    Member of the Board of Directors

    2015 – 2016

    Moscow Exchange

    Member of the Supervisory Board

    2016 – Present

    Moscow School of Management SKOLKOVO

    President

    2017 – Present

    PhosAgro

  • Member of the Board of Directors
  • Member of the Audit Committee
  • Member of the Remuneration and Human Resources Committee
  • Member of the Sustainable Development Committee
  • 2018 – Present

    Medicina

    Chairman of the Board of Directors

    2019 – Present

    En+ Group

    Independent director

    Key competencies:
  • Finance and audit
  • Law and corporate governance
  • Human resources
  • D&O liability insurance

    Directors and officers liability for damage caused to third parties by their duties is insured by SOGAZ (contract No. 18 DO 0028 in effect from 1 June 2018 to 31 May 2019, contract No. 19 DO 0020 in effect from 1 June 2019 to 31 May 2020) and is covered up to USD 75 mln (in rouble equivalent) and extended by USD 2 mln for independent directors. Apart from directors liability, the above contracts include the liability of the Company’s officers (since 2012).

    Board of Directors report

    According to Section 172 “Duty to promote the success of the company” of the UK Companies Act 2006, PhosAgro’s Board of Directors acts in good faith to promote the success of the Company for the benefit of all shareholders of PJSC PhosAgro, taking into account possible long-term consequences of its decisions for the society and the environment, as well as the interests of the Company’s employees and other stakeholders.

    For the members of PhosAgro’s Board of Directors, these standards mean that the Company’s stakeholders should be interacted with responsibly and that their interests should be respected to the maximum extent possible. In 2019, under the guidance of the Board of Directors’ Sustainable Development Committee, stakeholders were identified and surveyed in order to define aspects of the Company’s activities that were significant to them. These aspects have since been given maximum attention, both in terms of information disclosure and intensifying work in the relevant areas. For detailed information on interaction with key stakeholders, recognition and consideration of their interests, see the Stakeholders section of this annual report.

    The opinion of our employees is essential for us, which is reflected, in particular, in one of our strategic objectives – increasing the loyalty and satisfaction of our staff. Analysis of employee satisfaction and loyalty surveys is reviewed annually by the Remuneration and Human Resources Committee of PhosAgro’s Board of Directors. Analysis of hotline complaints and respective management response is reviewed by the Audit Committee of PhosAgro’s Board of Directors on a quarterly basis. The said committees are composed solely of independent directors.

    Although at the moment we do not apply such practices as appointing directors from among the employees or appointing a non-executive director responsible for interaction with employees for considering their standpoint when managing the Company, we consider it effective and are actively involved in a dialogue on all major management issues with the trade union organisation (Minudobreniya Association), which has historically been an equal partner for the Company’s management and an authorised representative of employees in collective bargaining, review and resolution of labour disputes.

    In addition, heads of each production site of the Company regularly (at least twice a year) visit all business units and hold meetings with employees, at which they inform the staff about the Company’s performance, implemented measures, and plans for production and social development. A key component of such meetings is face-to-face conversation between managers and teams. Everyone has an opportunity to ask questions or make a proposal aimed at improving the technology and personnel working conditions. Based on employees’ suggestions and comments, an action plan for improving organisational and technological processes is then developed and implemented.

    New strategy

    In March 2019, the Board of Directors approved PhosAgro’s Strategy to 2025 taking into account recommendations of the Strategy Committee issued in late 2018 – early 2019. As part of the approval, it determined the metrics subject to monitoring, as well as the frequency and the procedure for such monitoring. This resolution formalised the management duty to submit, twice a year, strategy progress reports to be pre-reviewed by the Strategy Committee and finally reviewed by the Board of Directors.

    Sustainability management

    In 2019, the Board of Directors placed a special emphasis on sustainability management, which was, first and foremost, incorporated into the Company’s Strategy to 2025 as a standalone section defining goals and initiatives in this domain. The Board of Directors also approved the updated Personnel Management Policy and transparency statement in accordance with the UK Modern Slavery Act 2015, along with the amended Environmental Policy. The said documents were developed by the Company’s management based on the analysis of local corporate documents and procedures needed to ensure PhosAgro’s compliance with the applicable EU laws on human rights in supply chains. Moreover, all Board meetings held following the setup of the Sustainable Development Committee included reports from its chairman on the results and plans in this area.

    Strengthened role of committees

    In 2019, the Board of Directors also focused on a more in-depth review of matters at committee meetings, followed by chairman reports to the Board summarising key statements, conclusions and proposals. As a result, the reporting year saw an improvement in the quality of materials provided to the Board of Directors in the form of chairman reports.

    New dividend policy

    An important milestone in the Board of Director’s work was the approval of the new dividend policy aimed at boosting the Company’s investment appeal.

    Corporate governance assessment and development

    In March 2019, the Board of Directors reviewed the report on the corporate governance quality taking into account MSCI and Sustainalytics ratings and the previous year’s self-assessment of compliance with the Corporate Governance Code approved by the Bank of Russia on 21 March 2014. Noting a high level of such compliance, the Board of Directors also analysed the governance quality criteria, which for certain reasons were not met fully or partially, and agreed on an improvement plan.

    The early 2019 self-assessment and the subsequent recommendations of the Remuneration and Human Resources Committee were also subject

    to review by the Board of Directors in the reporting year. The self-assessment was held in the form of a directors’ survey based on PwC’s methodology approved by the Board of Directors in 2017.

    February 2020 saw KPMG conduct an external assessment of the Company’s Board of Directors. The independent consultant recognised the Board’s high efficiency and a strong engagement of its members.

    KPMG also highlighted a balanced split between executive and independent directors and confirmed that they have the required skills, competencies and expertise. In terms of independence and the presence of foreign directors, PhosAgro is almost on a par with foreign industry leaders and ahead of the Russian players. The current Board’s composition is fully in line with the Company’s needs, which contributes to well-reasoned decision-making.

    The efficiency of the Board’s key functions was also highly rated by the independent consultant. The Board of Directors discusses a wide range of matters to ensure the effective governance of the Company’s operations.

    Stakeholder engagement

    In 2019, the Board of Directors strengthened its dialogue with stakeholders. In addition to the participation in the Annual General Shareholders’ Meeting and the visit to the sites in Kirovsk and Apatity, the Board’s independent directors took part in the Investor Day held in September in London. As part of it, they presented PhosAgro’s new strategy and dividend policy to the investment community.

    Miscellaneous

    Apart from the above matters, the Board of Directors reviewed the Company’s amended budget for 2019 and the 2020 budget and approved the Internal Audit Department’s report for 2019 and the 2020 plan. On a quarterly basis, it also discussed a number of other matters such as the approval of the Company’s reports, the progress against the 2019 budget and the results of risk monitoring. Where necessary, the Board of Directors considered matters relating to the approval of significant transactions and interested-party transactions, convening of general shareholders’ meetings and other matters within its remit under the Charter.

    In 2019, the Board of Directors continued to foster cooperation with the Company’s functional units by reviewing reports and issuing recommendation for such functions as procurement, project management, IT and global projects. On top of that, it reviewed and provided opinion on the external assessment of the internal audit, risk management and internal control functions.