EuroChem is subject to the laws of Switzerland. We apply the Swiss Code of best practice for Corporate Governance.
EuroChem is committed to robust corporate governance through compliance with all applicable laws, rules and regulations wherever it operates. All employees are responsible for respecting applicable laws and following the principles of our Code of Conduct and associated Compliance Policies.
We strive to uphold the highest ethical standards across all our activities, in line with EuroChem’s values, goals and objectives. The Board and senior management of the Group set the tone at the top, which is underpinned by the Code of Conduct.
EuroChem’s highest-ranking corporate governance body is the General Meeting of Shareholders (GM). The Board of Directors is elected by – and reports directly to – the GM. The Board of Directors, which is represented by the Chairman, appoints the Chief Executive Officer (CEO), and determines the length of their mandates. The CEO reports directly to the Board of Directors.
The Board works to a forward agenda. This is updated annually and considers all issues that are referred to it by law, the Company’s Articles of Association and Regulations on the Board of Directors.
Key Company documents that define EuroChem’s approach to corporate governance are:
The Board’s overall role is to steer, support and oversee EuroChem’s business and strategies in a manner that secures a sustained increase in shareholder and stakeholder value. The Board members act as a resource and offer their expertise and experience for the benefit of the Group.
The Board also ensures that EuroChem adopts and maintains international standards and best practices. It monitors the Group’s accounting function, risk management processes, internal controls and governance framework. Its activities are aligned with the principles set out in the Articles of Association and the Regulations of the Board of Directors. Each member of the Board is expected to have a good understanding of the business and the industry in which it operates. Directors develop relationships with the management team, enabling them to readily obtain information on key issues as well as strategy implementation and risk management.
We apply the UK Corporate Governance Code’s definition of ‘independent’ director. A key criterion is that the individual is free from any conflicts of interest. Should actual or potential conflicts arise, independent directors are notified and required to act appropriately.
All directors are required to inform EuroChem of any events that could compromise their independent status. New directors must declare any conflicts of interest and sign up to the Group’s Board Regulations. These require them to refrain from taking any action that could lead to any conflict, with an obligation to inform the Chairman at the earliest opportunity should such a situation arise.
The Board delegates certain responsibilities to its four Committees:
| Committee | Principal Function |
| Audit Committee |
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| Strategy Committee |
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| Nomination, Remuneration and Corporate Governance Committee |
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| Health, Safety and Environment Committee |
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