Комитеты

The primary role of the Committees is to provide assistance to the Board in preparing and adopting decisions in its respective functional areas, as well as to ensure that matters brought for consideration by the Board of Directors are scrutinised prior to the Board meetings. The meetings of the Committees usually take place before the Board meeting. The Board Committees have broad procedural powers and may engage independent external experts, obtain any information from the Company’s executive management that falls within their remit and may use any other Company resources, as well as set tasks for the Company’s management.

There are two committees on the Board of Directors: the Audit Committee and the Remuneration Committee.

In total, 5 Committee meetings were held in 2017.

Audit Committee

Audit Committee Members

As of 31 December 2017, the Audit Committee comprised:

  • Mykola Buinyckyi, Committee Chairman, Independent Director of the Board of Directors;
  • Boris Volchek, Committee Member, Caraden Director of the Board of Directors;
  • Dmitry Korzhev, Committee Member, Director of the Board of Directors;
  • Heigo Kera, Committee Member, Group Chairman, Director of the Board of Directors;
  • Ilya Ilin, Committee Member, non-director, external consultant;
  • Alvidas Brusokas, Committee Member, non-director, external consultant.
Key Areas

The Audit Committee oversees the internal audit function, the effectiveness of risk management and the internal controls of the Company and the Group, and approves and monitors the performance of the internal audit plan for the year. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to the financial statements, including periodically reporting to the Board of Directors on its activities and the adequacy of internal control systems over financial reporting.

According to the Statute of O’KEY Audit Committee, the Audit Committee shall consist of no fewer than three current members of the Board of Directors, and shall be chaired by an independent director.

The Committee’s Remit
  • reviewing the IFRS financial statements for integrity and transparency;
  • analysing financial reporting processes, including carrying out regular reviews and making recommendations;
  • recommending appointments and remuneration of the Company’s external auditor to the Board of Directors and maintaining an ongoing relationship with the external auditor;
  • analysing and supporting the internal audit system and risk management procedures, including the drafting of recommendations for their improvement.
Activities in 2017

The Audit Committee performed the following duties during 2017:

  • fulfilled oversight responsibilities relating to the integrity of the Company’s annual financial statements;
  • fulfilled oversight responsibilities relating to the integrity of the Company’s half-yearly financial statements;
  • reviewed reports prepared by the Internal Audit department;
  • reviewed effectiveness of the Company’s risk management and internal control systems;
  • reviewed policies and procedures published in the Company;
  • monitored reports as per the Company’s Whistleblowing Policy;
  • planned and agreed the scope of the audit of financial statements for the year ended 2017 with the external auditor of O’KEY Group;
  • approved the Internal Audit plan for the year 2018.
Plans for 2018

The Audit Committee and the Company will continue to focus on the following areas in 2018:

  • how the Company’s management monitors compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group;
  • » optimising the internal business processes involved in the preparation of financial reporting.
Internal Audit Department

Internal Audit assists the Group’s Audit Committee in its oversight role.

Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

It is an independent department within the O’KEY Group that functionally reports to the Audit Committee of the Board of Directors and administratively reports to the Deputy of CEO.

In 2017, the department audited the following business processes: human resources, marketing, operation activities, purchases, environmental compliance and industrial safety. It also hired external consultants to help audit the risk management system.

The Internal Audit Department’s plans for 2018 include auditing the following business processes: e-commerce, sales, government relations & public relations, and IT.

Remuneration Committee

Committee members
  • Heigo Kera, Committee Chairman, Chairman of the Board, Director of the Board of Directors;
  • Boris Volchek, Committee Member, Caraden Director of the Board of Directors;
  • Dmitry Troitskii, Committee Member, Director of the Board of Directors;
  • Ilya Ilin, Committee Member, non-director, external consultant;
  • Alvidas Brusokas, Committee Member, non-director, external consultant.
The Committee’s remit includes:
  • reviewing the compensation policy;
  • advising on any benefit or incentive schemes;
  • making proposals to the full Board of Directors regarding the remuneration of Executive Directors and management (including Chief Executive Officer).

In 2017, the Committee worked closely with the Group management to find ways to facilitate the further optimisation of costs of the Group, as a result, some changes to the KPIs and bonus policies are to be introduced in 2018.

Activities in 2017

During the reporting period, the Remuneration Committee held one meeting. At that meeting, the Committee reviewed the report on the remuneration, bonuses and expenses of the Board and its Committees. The committee reviewed the amount of remuneration to be allocated to the management of the Group in 2016, approved the Remuneration Committee Report and suggested the total maximum amount of remuneration of Directors for 2017 to be submitted for the approval of the shareholders of the Company.

Remuneration

Members of the Board of Directors of O’KEY Group S.A. receive remuneration of the amount approved by the General Meeting of Shareholders. Members of the Board and its Committees may be compensated for the expenses they incurred in the course of their duties, in accordance with the business and travel expenses policy of O’KEY Group S.A.

Diversity

O’KEY Group is working on adoption of a diversity policy. However, as can be seen from the information on the senior management team, O’KEY Group aims to employ the members of the team most suitable and qualified for their post and function, irrespective of their age, gender or origin. The requirements of educational and professional backgrounds are such as to ensure that the members of the team possess the skills and experience necessary to perform their functions effectively.

Changes made to the Senior
Management Team in 2017

Miodrag Borojevic
  • 22.03.2017
  • Chief Executive Officer of O’KEY
Ivan Dropulic
  • 10.07.2017
  • Chief Commercial Officer of O’KEY