The Directors are committed to maintaining the highest standards of corporate governance. As a premium UK-listed company, Polymetal International is compliant with the UK Corporate Governance Code (the UK Code) — published in September 2014. As well as complying with the UK Code, the Company has complied with all applicable regulations of the Moscow Stock Exchange and Russian securities laws since its shares were admitted for secondary trading on the Moscow Exchange.
The UK Corporate Governance Code recommends that at least half of the board of directors of a UK-listed company, excluding the Chairman, should comprise Non-Executive Directors determined by the board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the director’s judgement.
The Company’s Board comprises the Non-Executive Chairman, one Executive Director (Group CEO) and seven Non-Executive Directors, of whom five, excluding the Chair, are considered by the Board to be independent. The Company regards this as an appropriate Board structure, which complies with the requirements of the UK Corporate Governance Code.
For more information about independent non-executive Directors please visit Board Structure
As envisaged by the UK Corporate Governance Code, the Board has established three committees: an Audit and Risk Committee, a Nomination Committee and a Remuneration Committee. Beyond that, the Board has established a Safety and Sustainability Committee to address the matters relating to safety, health, environment, and social responsibility. The Board may set up additional committees as it deems appropriate in the future.
Directors’ interests are disclosed in annual declarations and the Company Secretary is notified promptly of any changes to those interests. Before each Board meeting, all Directors disclose whether they hold any interests in any matters to be reviewed at the Board meeting.