Corporate Governance

The governing bodies of Amtel-Vredestein are the Shareholders' General Meeting, the Supervisory Board and the Executive Board.

The Shareholders' General Meeting and the Supervisory Board

The highest management body in the company is the Shareholders' General Meeting. Annual General Meetings must be held within six months after the end of the financial year. Notice of a General Meeting must be given not later than fifteen days before the date of the meeting. The agenda for the annual General Meeting must contain, among other items placed on the agenda in accordance with Dutch law and the Company’s Articles, the following subjects for discussion:

1. discussion of the annual report;
2. discussion and adoption of the annual accounts;
3. determination of dividend;
4. release of the Executive Board members from liability;
5. release of the Supervisory Board members from liability;
6. the filling of any vacant seats;
7. the appointment of any account in connection with the financial affairs of the Company;
8. other subjects presented for discussion by the Supervisory Board or the Executive Board and announced with due observance of the provisions of the Articles, as for instance with respect to the designation of a body of the Company competent to issue Shares and with respect to the authority of the Executive Board to cause the Company to acquire own Shares or depositary receipts therefore.

The Supervisory Board includes representatives of shareholders as well as a number of independent directors. The presence of independent Board members ensures that the Groups management pursues strategic objectives not at the expense of the interests of shareholders.

The Supervisory Board is responsible for overseeing the Executive Board and the general state of the Groups affairs. It also plays an advisory role to the Executive Board. The Supervisory Board meets at least four times per year; and currently consists of ten members.

The Supervisory Board also includes an Audit Committee and a Remuneration Committee.

The Audit Committee oversees the Groups compliance with requirements set forth by the applicable Rules and Regulations (Dutch Civil Code, Dutch GAAP, IFRS), and Corporate Governance guidelines.

The remuneration Committee is responsible for making policy proposals to the Supervisory Board with respect to the appointments and remuneration. The Committee is also responsible for drafting proposals on the appointment and remuneration of individual members of the Executive Board (selection criteria and appointment procedures, remuneration structure and any share options or awards and severance payments).

The Executive Board

The Executive Board is the management body of the Group. The Shareholders General Meeting appoints the members of the Board and it is to the Shareholders General Meeting that the Executive Board is accountable for its actions.

The Executive Board is responsible for the day-to-day running of the Group.

The members of the Executive Board are senior professionals educated in the Netherlands, Russia, the United States, United Kingdom and France. The key positions on the Board are held by specialists with an extensive experience of working for both Russian and multinational companies.