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Board of Directors Committees
There are three permanent committees within the Board of Directors: Audit Committee, Compensation Committee, Nomination Committee. The committees’ goal is to provide preliminary review of the most significant issues and prepare recommendations to the Board of Directors on such issues.
The Board of Directors, if needed, may create other permanent or ad hoc committees.
Each Committee is headed by an independent director (except for the Corporate Investment Committee), who identifies the agenda, the frequency and the duration of the meetings. The Board of Directors and its committees can engage external consultants in order to resolve particular issues.
Audit Committee
The responsibilities of the Audit Committee are as follows:
- control any information about financial results;
- monitoring of compliance with applicable ethical norms in the financial, accounting and legal practice;
- monitoring of the work of external auditors; analysis of the changes in the accounting methods and major decisions taken by the management when closing semiannual and annual consolidated financial statements; and
- review of the adequacy of the risk management system; oversight of internal control processes.
Compensation Committee
The Compensation Committee is responsible for development and implementation of the policy of financial motivation of the Board of Directors members, consultants and Company management. Compensation could be both in the form of share options or other material bonuses.
The Committee functions are as follows:
- regular review and approval of the Group compensation strategy in order to ensure that it reflects the management contribution into the profit and development of the Group and reflects the organization needs and shareholders’ interests;
- review and approval of the goals affecting the performance appraisal of the President of the Company; and
- performance appraisal of the President against the goals and determining his compensation based on such assessment.
Nomination Committee
Nomination Committee is responsible for the selection of candidates to the Board of Directors and providing recommendations to the Board of Directors.
The Committee duties are as follows:
- developing criteria based on the required balance of skills, knowledge and experience of the members of the Board of Directors;
- nominating candidates to the Board of Directors and presenting them to the Board of Directors; and
- preparing recommendations to the Board of Directors about the candidates to Board of Directors committees.
