General Shareholders Meeting
The General Shareholders Meeting is the supreme governing body of JSC “INC-Capital". JSC “INK-Capital” ensures the shareholders’ right to participate in the management of the Company. The shareholders have a right to manage the Company primarily through making decisions on most important issues relating to the activities of JSC “INK-Capital” at the General Shareholders Meeting.
The Company has adopted the internal documents ensuring, in accordance with the laws of the Russian Federation, shareholders’ rights to demand that a General Shareholders Meeting be convened and to place proposals on its agenda, enabling the shareholders to get properly prepared for participation in General Shareholders Meeting, enabling the shareholders to exercise their right to vote. In particular, the competence, procedures for convening and decision-making of the General Shareholders Meeting are set out in the Charter of JSC “INK-Capital” and the Regulation on the General Shareholders Meeting of JSC “INK-Capital”.
Pursuant to Clause 8.1 of the Charter of JSC “INK-Capital”, the General Shareholders Meeting shall be held (in case the Meeting is held by joint presence) at the location of the Company – Irkutsk, Russia, and can be held in other cities as well – Moscow or London.
Board of Directors
The Board of Directors of JSC "INK-Capital" provides the Company with strategic guidance, monitors the activity of the sole executive body, determines major principles of and approaches to creating risk management and internal control system within the Company, and carries out other key functions, except for resolving the issues that fall within the jurisdiction of the General Shareholders Meeting.
The Board of Directors plays a key role in prevention, detection and resolution of corporate conflicts and conflicts of interest. For this purpose, JSC “INK-Capital” adopted the Regulation on Resolution of Corporate Conflicts and Conflicts of Interest, with due account for the best corporate governance practices. This Regulation sets out the procedure for reviewing inquiries from the shareholders of JSC “INK-Capital”, and the procedures to prevent and resolve corporate conflicts and/or conflicts of interest.
The purpose of the Board of Directors is to provide strategic business planning for the Company’s activities, to approve the medium-term and long-term development plans, to help in achieving the Company’s objectives on performance of the business activities for profit making, to protect rights and legitimate interests of the shareholders. The competence, procedures for convening and decision-making of the Board of Directors are set out in the Federal Law “On Joint Stock Companies”, Charter of JSC “INK-Capital” and Regulation on the Board of Directors of JSC “INK-Capital”. The Board members of JSC “INK-Capital” are elected by the General Shareholders Meeting for the period until the next annual General Shareholders Meeting. The procedure of proposal by the shareholders of candidates to the Board of Directors is set out in Article 53 of the Federal Law “On Joint Stock Companies” and Clause 8.11 of the Charter of JSC “INK-Capital”.
The Board of Directors consists of five members. The composition of the Board of Directors is balanced, in particular, in terms of qualifications, expertise, and business skills of its members. The Board of Directors enjoys the confidence of the shareholders. The Board of Directors should include as least one independent director. The Board’s principal role, powers and functions in JSC “INK-Capital”, including the procedure for introduction of amendments to the agenda of a Board Meeting, are regulated by the internal documents.
Pursuant to the international Corporate Governance best practice JSC "INK-Capital" insures responsibility of all Board members and the General Director of the Company. Based on the results of open tender for such insurance JSC "INK-Capital" engaged Public Joint Stock Compnay "Ingosstrakh".
PJSC "Ingosstrakh" has been operating in the domestic and international markets since 1947. Today, it is one of the largest and most well-know Russian insurance companies, which provides a full range of insurance services. Responsibility of PJSC "Ingosstrakh" to clients on the full amount of possible losses is based on high financial, stability, significant amount of own funds and reliable reinsurance programs. Reinsurance partners of PJSC "Ingosstrakh" are leading international companies, such as Allianz, AXA, CCR, Gen Re, Hannover Re, syndicates Lloyd's, Munich Re, Partner Re, QBE, SCOR, Swiss Re, Transatlantic Re, XL Re, etc. High goodwill of PJSC "Ingosstrakh" has been confirmed by the international rating agency Standart & Poor's: long-term counterparty credit rating and financial strength rating of PJSC "Ingosstrakh" are "BBB-", rating on a national scale "ruAA " is "stable". Official site of PJSC "Ingosstrakh" - www.ingos.ru
Members of the Board of Directors:
Nikolay BuynovChairman of the Board of Directors of JSC «INK-Capital» since 2008
Mr. Buynov graduated from Leningrad Institute of Railway Engineers named after Obraztsov (now St. Petersburg State Transportation University) with a diploma in Engineering. He spent his early career as an engineer followed by the position of the deputy director and then the head of small business. Since 1993, Mr. Buynov has been running a business of his own. In 2000, he founded Irkutsk Oil Company, LLC jointly with a group of associates to operate oil and gas condensate fields located in Irkutsk region.
Marina SedykhMember of the Board of Directors of JSC «INK-Capital» since 2008
Ms. Sedykh graduated from Irkutsk State University in 1983 with a diploma in Law and began her career as a legal counsel in a state-owned enterprise in Primorskiy Kray. In 1985, she joined the Kuibyshev Irkutsk Heavy Machinery Plant as a senior legal adviser and then held the position of the Chief Legal Officer in "Vostsibneftegazgeologiya". Having extensive professional experience in the legal and industrial sector, Ms. Sedykh became and has remained a head of Irkutsk Oil Company, LLC since its inception in 2000.
Jeroen OnderdelindenMember of the Board of Directors of JSC «INK-Capital» since 2014
In 1985, after graduating from the University of Twente (Netherlands) with major in Public Administration, Econometrics and Civil Law, Mr. Onderdelinden started his career in Rabobank in marketing and retail banking. In 1992, Mr. Onderdelinden moved to the Republic of Belarus and then to Russia, where he has been holding management positions in Russian and Belarussian private equity companies (Triple E Belarus, RABO Black Earth Fund (Voronezh) and Eagle Venture Partners) for over 20 years. Mr. Onderdelinden has also served as a Board Member in eleven Russian and Belorussian manufacturing, telecommunication and service companies. In 2007, he joined the European Bank for Reconstruction and Development (EBRD) as a senior banker in the Corporate Equity Department contributing to the EBRD’s mission of developing projects fostering transition towards sustainable and open market economies. Jeroen Onderdelinden has been coordinating the EBRD’s work with Irkutsk Oil Company, LLC since 2008.
Alexander BadilinMember of the Board of Directors of JSC "INK-Capital" since 2008.
Mr. Badilin graduated from the Irkutsk Institute of National Economy (now Baikal State University of Economics and Law) as an engineer and economist, and was a graduate student of the Leningrad Institute of Engineering and Economics named after P. Togliatti. He began his career in 1976 at the Kuibyshev Heavy Machinery Plant in Irkutsk as an engineer and advanced to the position of the Deputy Director of Economic Affairs. From 1994, Mr. Badilin worked in the banking industry and joined Irkutsk Oil Company, LLC in 2002 as the Deputy General Director for Economics. In January 2017 he became an Advisor to the General Director for Economic Affairs.
Olga VysotskayaMember of the Board of Directors of JSC “INK-Capital” since 2013, Independent Director
In 1984, Ms. Vysotskaya graduated with honors from the Leningrad State University with a degree in Economics and Mathematics. In 1987, she completed postgraduate studies in Mathematical Cybernetics in the Institute of Social and Economic Studies of the USSR Academy of Sciences, Leningrad branch. In addition, she took courses in the Master of Business Administration (MBA) program in the United Kingdom and France. Ms. Vysotskaya has a Russian auditor qualification certificate, Certified Public Accountant qualification and Diploma in Directorship (Institute of Directors, London). Her professional experience includes positions in major international companies providing auditing and consulting services, such as KPMG, PricewaterhouseCoopers, Deloitte & Touche. She has indicative experience in corporate governance and working procedure of Board of Directors, strategy development and strategic planning, internal control and audit, performing external audit of accounting (financial) statements in accordance with IFRS and RAS, and also experience in implementation of risk management systems and internal audit in compliance with the requirements of international financial markets. Ms. Vysotskaya is the first internationally certified Independent Director in the Russian Federation. She is a member of Independent Directors’ Association of the Russian Federation since 2002.
In order to ensure ongoing communication with the shareholders, coordinate Company’s efforts to protect rights and interests of the shareholders and maintain effective work of the Board of Directors, the Company elects the Corporate Secretary whose duties are set out in the Regulation on Corporate Secretary of JSC “INK-Capital”.
The Audit Committee
The Audit Committee was created under the Board of Directors of JSC “INK-Capital”. The responsibilities of the Committee include effective control over financial and business operations and implementation of the risk management system in JSC “INK-Capital” and the Group as a whole.
The objectives of the Audit Committee is to develop and provide recommendations to the Board on matters related to:
The accuracy and completeness of financial statements of the Company and its affiliates, prepared in accordance with RAS and IFRS;
- The annual independent audit of the Company’s financial statements prepared in accordance with RAS and IFRS;
- The qualifications and independence of external auditors that verify financial statements prepared in accordance with RAS and the IFRS; the quality and the price of the auditors’ services;
- Compliance with the laws of the Russian Federation, industry standards, and internal regulations of the Company
Chief Executive Officer (CEO)The General Director (Chief Executive Officer) is the sole executive body of JSC “INK-Capital”. The CEO is accountable to the General Shareholders Meeting and the Board of Directors. The CEO performs the duties established by the Charter, and other functions, except for those assigned to the other management bodies by the Federal Law “On Joint Stock Companies” and the Charter of JSC “INK-Capital”.
Marina Sedykh has been the CEO of JSC “INK-Capital" since 2008.