Corporate governance

About the company

Corporate governance of the company

It is based on the example of best practices and is based on the principles of professionalism, ethics and objectivity.

PROMOMED's corporate governance system complies with the requirements of Russian legislation and the Listing Rules of Moscow Stock Exchange PJSC, and is based on the principles of corporate governance set out in the Corporate Governance Code of the Bank of Russia (appendix to Letter No. 06-52/2463 dated 04/10/2014 from the Central Bank of the Russian Federation).

principles

Principles of corporate governance

Ensuring equal and fair treatment of all shareholders, including minority shareholders, in the exercise of their rights and ensuring the protection of their rights.

Implementation by the Board of Directors of strategic management of the Company's activities and control over the activities of its executive bodies, definition of principles and approaches to the organization of the SURVK1 Accountability of the Board of Directors to the General Meeting of Shareholders

The key role of the Board of Directors is to prevent, identify and resolve internal conflicts between the Company's bodies, its shareholders and employees.

Effective management of the Company's day-to-day activities by the Company's executive bodies is reasonable, conscientious and solely in the interests of the Company. Accountability to the General Meeting of Shareholders and the Board of Directors of the Company

Timely disclosure of reliable information about the Company in order to ensure that the shareholders of the Company can make informed decisions to the extent provided for by applicable law, the Articles of Association and internal documents of the Company

Effective control over the financial and economic activities of the Company, including in order to ensure the rights and legitimate interests of shareholders

Active interaction of the Company with investors, creditors and other interested parties in order to increase the net assets of the Company and the value of the Company's shares

1 risk management and internal control systems

Corporate governance

Corporate governance structure

Corporate governance structure

The Board of Directors

Petr Bely
Petr Bely

Chairman of the Board of Directors

Kirill Rubinsky
Kirill Rubinsky

Member of the Board of Directors, Independent Director

Igor Mayev
Igor Mayev

Member of the Board of Directors, Independent Director

Dejan Jovanovic
Dejan Jovanovic

Member of the Board of Directors, Independent Director

Yuri Litvishchenko
Yuri Litvishchenko

Member of the Board of Directors, Independent Director

Mikhail Malinovsky
Mikhail Malinovsky

Member of the Board of Directors, Non-Executive Director

Alexander Yefremov
Alexander Yefremov

Member of the Board of Directors

Yuri Troyankin
Yuri Troyankin

Member of the Board of Directors

Kira Zaslavskaya
Kira Zaslavskaya

Member of the Board of Directors

Committees of the Board of Directors

Permanent committees of the Board of Directors are formed to carry out the functions of the Board of Directors and to pre-examine issues within the competence of the Board of Directors.

Name of the Committee

Committee composition

Key functions of the committee

Documents

Name of the Committee

Audit Committee of the Board of Directors

Committee composition

1. Rubinsky K.Y., Chairman, Independent Director
2. I.V. Mayev, Independent Director
3. D. Yovanovitch, Independent Director

Key functions of the committee

Assistance in the effective performance of the functions of the Board of Directors in terms of control over the financial and economic activities of the Company and its subsidiaries and dependent (controlled) companies

Name of the Committee

Board of Directors Committee on Nominations and Remuneration

Committee composition

1. Mayev I.V., Chairman, Independent Director
2. Bely P.A.
3. Rubinsky K.Y., Independent Director

Key functions of the committee

Facilitating the effective performance of functions by the Board of Directors in determining criteria for attracting and evaluating qualified personnel, creating the necessary incentives for their successful work, and forming an effective and transparent motivation system and remuneration policy

Name of the Committee

Board of Directors Committee on Strategy and Sustainable Development

Committee composition

1. Bely P. A., Chairman
2. Efremov A.I.
3. Yovanovich D., Independent Director
4. Litvishchenko Yu.F., independent Director
5. Rubinsky K.Y. Independent Director

Key functions of the committee

Assistance to the effective performance of functions by the Board of Directors on issues within its competence in the field of strategic management of the Company in the long term

1 Approved by the decision of the Board of Directors on 06/24/2024 (Minutes No. 11/2024 dated 06/24/2024)

2 Approved by the decision of the Board of Directors on 10/27/2022 (Minutes No. 9 dated 10/27/2022).

General manager

The CEO is elected (appointed) to the position by the Board of Directors for a term determined by a decision of the Board of Directors, but not for more than five years, and may be re-elected (appointed) an unlimited number of times.

The rights and duties of the CEO are regulated by the current legislation, the Charter and internal documents of the Company.

Guide

Alexander Yefremov
Alexander Yefremov

General Director

Yuri Troyankin
Yuri Troyankin

Director of Human Resources and Organizational Development

Kira Zaslavskaya
Kira Zaslavskaya

Director of New Products

Timofey Solovyov
Timofey Solovyov

Director of Economics and Finance

Audit

The main objectives of the internal audit are to ensure the effective functioning of all types of activities at all levels of PROMOMED management, conduct independent and objective internal audits based on a risk-based approach, provide advice and share knowledge in order to assist the Board of Directors and management bodies of the Group in maintaining and increasing the shareholder value of PJSC PROMOMED and achieving their goals. objectives, as well as the protection of the legitimate interests of PROMOMED and its shareholders.

Собственный R&D-центр

Risk management and internal control

Risk management is an integral part of PROMOMED's business processes and is carried out continuously and systematically.

The Risk management and Internal control System (HRMS) is aimed at supporting the achievement of the Group's goals, as well as ensuring an objective, fair and clear view of the current state and development prospects of PROMMED, the integrity and transparency of the Group's reporting, the reasonableness and acceptability of the risks assumed by the Group. SURIC is one of the key elements of corporate governance.

Собственный R&D-центр