Governing Bodies
The General Meeting of Shareholders is the supreme governing body of PIK Group. The Annual General Meeting of Shareholders is held not earlier than two months after and not later than six months after the end of the reporting fiscal year. Sessions of the General Meeting of Shareholders held additionally to the Annual General Meeting of Shareholders are considered Extraordinary General Meetings of Shareholders.
The following matters shall come under the competence of the General Meeting of Shareholders:
- to make amendment and addenda to the Company’s Charter;
- reorganization and liquidation of the Company;
- determination of the size of the Company’s Board of Directors, election of its members and early termination of their powers;
- the determination of quantity, face value, a category (a type) of declared shares and rights granted by these shares;
- increase or reduction of the charter capital of the Company;
- the election of members of the Audit Commission of the Company and prescheduled termination of their authorities;
- approval of the Company’s Auditor;
- approval of the Company’s annual reports, annual financial statements, including profit-and- loss reports (profit-and-loss accounts), as well as distributions of profits, including,
- payment (declaration) of dividends;
- approval of large transactions;
- resolving other matters pursuant to the Federal Law «On Joint Stock Companies»
The Board of Directors of the Company has overall charge of its activities, with the exception of issues classified by the Federal Law On Joint-Stock Companies as falling under the jurisdiction of the General Meeting of Shareholders. Its competence is determined by the Charter of the Company.
All major decisions are taken at the meetings of the Board of Directors in the form of a mutual presence. The key priorities of the Board include:
- determination of the priority orientations of activity of the Company’s activities, including approval of annual budget, budgets for middle-term and long-term development, strategies and programs of the Company’s development, introducing modifications into the stated documents, examination of results of their performance;
- formation of the collegial executive body – the Board of the Company, determination of term of its authorities, and prescheduled termination of the authorities of members of the Board;
- appointment of a sole executive body (the President) of the Company, determination of the term of his authorities, and prescheduled termination of his authorities and dissolution of the labour contract with him;
- approval of the internal documents of the Company regulating the issues within the competence of the Board of Directors of the Company, except for the internal documents, approval of which is relegated by the Charter of the Company to the competence of the General Meeting of Shareholders and executive bodies of the Company;
- establishment of branches, opening and liquidation of representative offices, approval of bylaws on them;
- other issues provided for by the Federal Law “On Joint Stock Companies” and the present Charter of the Company.
PIK Group’s Board of Directors has the following standing committees:
- Audit Committee
- Personnel and Remuneration Committee
Collective and individual executive bodies — Management and the President (CEO) — are responsible
for the day-to-day operations of the Company. The executive bodies report to the Board of Directors and the General Meeting of Shareholders. The President of the Company is simultaneously the Chairman of the Management Board of the Company.
The CEO and the Company’s Management Board ensure the fulfillment of the decisions of the General Shareholders Meeting and the Board of Directors.
The CEO is responsible for the matters that do not fall in the competence of the General Meeting of Shareholders or the Management Board in accordance with PIK Group’s Charter.
The Management Board of the Company is competent:
- approval of the internal documents regulating the issues within the competence of the Management Board of the Company, except for the documents to be approved by the General Meeting of Shareholders and the Board of Directors of the Company;
- proposals on principle orientations of activity of the Company, including drafts of annual budget, budgets for middle-term and short-term development, strategies and programs of the Company’s development, proposals on introducing modifications into the stated documents;
- decisions on fulfillment of resolutions of the General Meeting of Shareholders and the Board of Directors of the Company;
- analysis of results of work of structural departments of the Company, including separated ones, and instructions for perfection of their work;
- determination of the Company’s policy on human resources and social aspects;
- determination of the account policy, control over perfection of methodology of financial and managerial reporting, and over preparation of financial reporting of the Company in accordance with the international standards;
- determination of methodology of planning, budgeting and controlling of the Company;
- determination of security policy of the Company.
PIK Group’s Management Board has the following standing committees:
- Disclosure Committee
- Investment Committee
