Shareholder Meeting
The company’s supreme governing body is its shareholder meeting acting within the scope of authority set by the Russian law.
Acron is obliged to inform its shareholders at least once a year about its activities, achievements and plans and involve them in discussion and resolution of the company’s most pressing issues. To give its shareholders equal access to the information, Acron publishes data for persons entitled to attend general meetings on corporate website, both in Russian and in English.
Board of Directors
Acron’s Board of Directors operates in compliance with the Russian law, Acron’s Charter and the Regulation on the Board of Directors.
The Board of Directors defines the priorities for Acron’s business, approves the corporate strategy, monitors its implementation, creates an effective internal control and risk management system and carries out regular assessments of the system’s performance. The Board of Directors also ensures that the company’s executive bodies are effective by supervising their activities.
The Board of Directors consists of nine, including two independent directors. All of the directors possess the skills and knowledge required for efficient performance on the Board of Directors and act for the benefit of the company, irrespective of who nominated their candidacies and which shareholders voted for their election.
Board of Directors Committees
In order to investigate key matters within the scope of the Board of Directors’ authority and to prepare motions on such matters, the Board of Directors has established standing committees comprised of members of the Board of Directors.
Audit Committee
The Audit Committee is authorised to carry out key functions in the sphere of risk management and internal control and audit, including issuing recommendations regarding candidates for independent auditor and a preliminary evaluation of the auditor’s report, evaluation of the financial statements, discussing accounting matters, evaluation of internal control system and tax planning policy.
Committee members
Nikolai Arutyunov (chairman)
Yuri Malyshev
Nina Danilchenko
Strategic Planning and Corporate Governance Committee
This committee provides its recommendations to the Board of Directors regarding business priorities, strategic objectives and strategic risks; investment, credit and integration policies; corporate securities and property management; improving corporate relations; corporate structure streamlining; harmonising corporate standards and preliminary verification of their implementation. The committee is authorised to provide its recommendations regarding increasing and decreasing authorised capital, issuing bonds, preliminarily approving internal documents and annual report, distributing profit and convening shareholder meetings.
Committee members
Alexander Dynkin (chairman)
Vladimir Gavrikov
Alexander Popov
Nomination and Remuneration Committee
The committee’s scope of authority includes preparing recommendations on the Group’s priorities in the sphere of human resources management, motivation, remuneration and incentive systems, as well as recommendations on eligibility criteria and performing preliminary evaluation of nominees to the Board of Directors, Internal Audit Team, the collegial executive body or chief executive officer. The committee assesses the performance of the chief executive officer, members of the collegial executive body or the Internal Audit Team, and prepares proposals for their potential re-election to the Board of Directors.
Committee members
Nikolai Arutyunov (chairman)
Yuri Malyshev
Irina Raber
Managing Board
In order to ensure day-to-day management of Acron’s business, the Board of Directors establishes a collegial executive body, the Managing Board, and appoints CEO as the sole executive body. CEO and the Managing Board report to the Board of Directors and the shareholder meeting.
The Managing Board is authorised to consider and elaborate recommendations on daily operations, coordinate the observance of resolutions adopted by the shareholder meeting and the Board of Directors, adopt long-term operation plans, draw up a production programme, determine output volumes, coordinate activities of Acron’s business units and hire employees.