Audit Committee

The audit committee is responsible for considering, amongst other matters:

• the integrity of the Group’s financial statements, including its annual and interim financial statements, and the effectiveness of the Group’s internal controls and risk management systems;
• auditors’ reports;
• the terms of appointment and remuneration of the auditor.

The committee supervises, monitors and advises the Board of Directors on risk management and control systems and the implementation of codes of conduct. In addition, the audit committee supervises the submission by the Group of financial information and a number of other audit-related issues.

The audit committee was established in 2010 and currently consists of Martin Robert Cocker, Michael John Calvey, Anton Evdokimov and Alexander Shkuratov. The audit committee is chaired by Martin Robert Cocker.

Remuneration Committee

The remuneration committee advises the Board of Directors on the remuneration of the Senior Managers and executive officers, terms and conditions of employment agreements with the Senior Managers.

We adopted a decision on the establishment of the remuneration committee in November 2010 and are currently in the process of staffing the committee.

Nomination Committee

The nomination committee is responsible for the preparation of the selection criteria and appointment procedures for members of the Board of Directors and the review on a regular basis of the structure, size and composition of the Board of Directors.

In undertaking this role, the committee refers to the skills, knowledge and experience required of the Board of Directors given the Group’s stage of development and makes recommendations to the Group’s Board of Directors as to any changes.

The committee also considers future appointments in respect of the composition of the Board of Directors and makes recommendations regarding the membership of the audit and remuneration committees.

We adopted a decision on the establishment of the nomination committee in November 2010 and are currently in the process of staffing the committee.