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Last Trade, US$:
2.021
Change:
-0.03 (-1.48%)
Board of Directors
Our Board of Directors is responsible for the proper management and oversight of the Company, and meets regularly. We have a strong non-executive element on our Board, with five out of the eight members of our Board serving in a non-executive capacity.
Membership:
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John B. FitzgibbonsChairman
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Iosif BakaleynikChief Financial Officer of SUAL Holding
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J. Robert MaguireSenior advisor to Morgan Stanley
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John W. KennedyChairman of Vetco International and Wellstream Int. Ltd
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Neil Gaskell
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Felix V.Lubashevsky
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Antonio CampoChief Executive Officer of LLC Integra Management
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Yuri BaidoukovChief Financial Officer of LLC Integra Management
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Authority
The Board of Directors has the following authority:
Authority with respect to the strategic issues:
- approval of the Group’s mission and strategy;
- approval of participation and termination of participation in other entities (joint ventures etc.);
- decision on mergers and acquisitions transactions;
- decision on disposal of shares of the Group Members (in case of 10% ownership in such an entity); and
- decision on disposal of assets valued at over 10 million USD.
Authority with respect to planning and performance management:
- approval of the five-year plan;
- approval of the annual business plans; and
- approval of the strategic key performance indicators of the Group;
Authority with respect to finance issues:
- approval of the annual and interim reporting, profit and dividends distribution in Integra Group;
- decision on attracting financing, loans provision, transactions with promissory notes of third parties in case the transaction is over 50 million USD;
- decision on investments in case the project cost is over 20 million USD, notwithstanding whether the project is integrated into the business plan or not;
- decisions on contracts (i) with a credit risk exposure with a contract value more than 100 million USD or (ii) long term contracts (more than one year) with a contract value more than 100 million USD; and
- approval of the list of the employees that are granted authority to make public announcements on behalf of Integra Group and the Group, including financial issues.
Authority with respect to personnel:
- approval of the nomination of the members of the Management Board and the Auditor;
- approval of the bonus plans, key performance indicators and annual bonuses to the members of the Management Board.
Duties
The members of the Board of Directors should:
- act on the basis of the principles of honesty and integrity and in the best interests of the Group;
- exercise their duties for the purposes for which they are conferred;
- preserve the assets of the Group;
- avoid conflicts of interest;
- disclose personal interests in contracts involving the Group’s interests;
- not make profits from the directors' office by using confidential information; and
- act in a professional and diligent manner.










