In accordance with the UK Corporate Governance Code, all directors are subject to annual re-election at the AGM.
The Board may appoint a person either to fill a vacancy or as an additional director; director will hold office only until the next following AGM. If not appointed, she/he will vacate the office at the conclusion of the respective AGM.
The appointment of any non-executive Director may be terminated at any time in accordance with the Articles of Association and by either party on one month’s notice. A non-executive Director is not entitled to receive any compensation on termination of her/his appointment. Each non-executive Director is subject to confidentiality restrictions without limitation in time.
The full terms and conditions of appointment of non-executive Directors are available for inspection at the Company’s offices in Jersey and Cyprus.
There are no other service agreements or material contracts, existing or proposed, between the Company and its directors. There are no arrangements, written or otherwise, between a director or executive officer and any other person pursuant to which such director or executive officer was selected to serve. There are no family relationships between directors.
Additional information on directors’ shareholding and remuneration is available in the Remuneration Report, part of the Annual Report.
Polymetal is committed to best practice in corporate governance.
The first externally facilitated Board evaluation took place in 2013. In accordance with corporate governance best practices, Polymetal carried out an externally facilitated Board evaluation in 2016. Fidelio Partners, an independent Board Development and Executive Search consultancy, conducted the evaluation. The purpose of the evaluation was an in-depth review of Board effectiveness. The evaluation covered a number of aspects relating to the work of the Board and also provided suggestions and recommendationsto further enhance Board effectiveness. In accordance with the UK Corporate Governance Code, it is the Board’s policy that the evaluation process will be externally facilitated every three years.
The Remuneration Committee continued to use PricewaterhouseCoopers LLP (‘PwC’) as independent external remuneration consultants to provide support in relation to benchmarking, the review of the Company’s remuneration policy, and shareholder consultation, in order to aid the Committee in their discussions. PwC is a member of the Remuneration Consultants’ Group (RCG) and a signatory of the RCG Voluntary Code of Practice, and incorporates the principles of the Voluntary Code of Practice into its engagement. No other services were provided by PwC during 2016 other than external assurance services for the Company’s Sustainability report and tax advisory. The Committee reviews the objectivity and independence of the advice it receives from PwC at a private meeting held on an annual basis. PwC was selected in 2013 after submitting a proposal to management to carry out benchmarking, as part of a competitive process, the results of which were presented to the Remuneration Committee for approval.
Share dealing code
The Company has adopted a set of internal procedures, systems and controls to ensure that the Group complies with its obligations relating to inside information under the Market Abuse Regulation (the MAR) and the Listing Rules and the Disclosure Guidance and Transparency Rules. In addition to complying with the MAR, the Company is subject to the provisions of the Russian securities laws following admission of its securities to trading on Moscow Stock Exchange. The code of dealings applies to the Directors and other relevant employees of the Group.
Code of Conduct
The scale of operations of Polymetal Group involves a high level of responsibility to shareholders, employees, business partners and society at large. We have developed a number of fundamental business principles (Code of Conduct) in order to conduct our business activities in accordance with the highest ethical and legal standards. Ensuring fair, transparent and honest business practices is one of our core values. Polymetal has adopted a policy of zero tolerance towards bribery, fraud and corruption, as they are illegal and completely contrary to the principles to which we adhere. All employees of Polymetal should at all times operate in accordance with the Code of Conduct.
Polymetal London ltd tax strategy
Polymetal London ltd is a 100% subsidiary of Polymetal International plc and the only group company registered in the UK. The following information has been disclosed as it relates to UK taxation: