CORPORATE GOVERNANCE 

 
 

Halkin Group has introduced a transparent and clear corporate governance structure, which meets the highest international standards. Changes in the business structure of the Group helped to make it more efficient and clear for the shareholders, partners and investors. 

Halkin Group  has adopted the continental corporate governance system characterised by a strict separation of executive function of the Board and non-executive function of the Supervisory Board.

Supervisory Boards manage the sectoral holdings and consist of representatives of Halkin Group and minority shareholders as well as external experts. Supervisory Boards set vision of business development and standards; approve strategies, budgets, big deals and review their realization; appoint senior managers; establish motivation system for them and appraise their performance.

Chief executive officer appointed by Supervisory Board manages each holding, bears direct responsibility for execution of the corporate functions by the holding and reports to the Supervisory Board.

The Executive Council is the highest body in the operational management of the holding. Each holding’s Executive Council is established collegially. The Chair of the Executive Council is the Chief Executive Officer of the holding.

For individual areas of business where there are no sectoral holdings, the system of corporate governance works through the immediate Supervisory Boards of the operating companies.
Through time, this corporate governance structure has demonstrated its effectiveness for achieving Halkin Group’s goals and is being constantly improved.

 
 

Board committees  

 

The Supervisory Boards

  • Set vision, business development areas and the standards;
  • Determine goals and objectives of sectoral holdings;
  • Approve strategies developed by managers of holdings and oversee their implementation;
  • Appoint senior managers of sectoral holdings, establish incentives for them and evaluate their performance;
  • Approve big transactions.

The Chief Executive Officer of a sectoral holding

  • Ensures that the holding's development strategy is devised and implemented;
  • Provides operational management of the holding, appoints managers and oversees their performance;
  • Submits production and financial performance indicators to the Supervisory Board.

The Audit Committee

  • Prepares recommendations for the sectoral holdings’ Supervisory Boards regarding;
  • Approval of accounting policy and procedures for preparing financial reports;
  • Full disclosure and accuracy of financial statements provided by each holding;
  • Independence of internal and external audits;
  • Reliability and effectiveness of the internal auditing, internal control and risk management system; and compliance with the laws and business ethics standards.
 

The Strategy and Investment Committee

  • Prepares and submits for review to the Supervisory Board the necessary recommendations regarding:
  • The opportunities for the holdings to be involved in investment projects;
  • Exit strategies from investment projects;
  • Strategic goals and objectives of the holdings, as well as the implementation of agreements on mergers and acquisitions.

The Appointment and Compensation Committee

  • Recommends to the Supervisory Boards the candidates for management positions in the sectoral holdings;
  • Prepares recommendations regarding the rotation of senior managers within the sectoral holdings;
  • Proposes ways to incentivize senior managers;
  • Helps to determine the personal development outlooks for managers;
  • Participates in shaping the corporate culture and talent pool.

The Health, Occupational Safety and Environment Committee

Created to introduce the highest health and safety standards and control the environmental impact of the Group’s industrial enterprises.

  • Develops the strategy of the holding in the areas of its authority;
  • Prepares budgets to finance modernization and equipment purchase for industrial assets;
  • Ensures compliance of all industrial enterprises with the approved health and safety standards;
  • Annually submits quarterly management reports developed by the Group's enterprises to the Supervisory Board for review.