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Principles

The Company maintains robust corporate governance and transparency standards.  These standards encompass a set of policies, processes and guidelines which the Company has implemented across its global organization and which seek to add to the value of the Company and to manage the Company’s performance and interaction with customers, employees, board members and stakeholders. 

 

Pursuant to the agreements with its shareholders, the Company is also required to comply with a Corporate Governance Action Plan and certain Health, Environmental and Social guidelines, specified by EBRD.

 

The primary responsibility of the Borets International Limited Board of Directors (the “Board”) is the effective governance over the Company’s affairs to maximize the long-term benefit to shareholders and investors. 

 

The Board is headed by Christopher Mackenzie, the non-executive Chairman, who also chairs the Audit Committee.  The European Bank for Reconstruction and Development (“EBRD”), which holds 5% of the shares in the Company, is entitled to appoint one director to the Board, who also attends the Board’s Audit Committee. The Company is entitled to appoint up to three Independent Non-Executive Directors to the Board.  International Finance Corporation (“IFC”) holds 3% of the shares in the Company.

 

The Board meets at least four times a year to handle recurring business, with special meetings called as appropriate.  The Chairman will routinely invite senior management to attend Board meetings.  In addition, the Chairman will invite such other managers or outside experts to the Board meetings in situations where such persons can aid the Board in its deliberations. 

 

The Board expects each director, as well as senior management and employees, to act ethically at all times.

 

The Company’s Annual General Meeting of Shareholders provides an opportunity for shareholders to ask questions to the Board on matters relevant to the Company.

 

The Company has in place a Code of Conduct meeting international standards to ensure sound and transparent corporate governance and financial disclosure standards. It places strong emphasis on compliance with all applicable anti-corruption and trade control regimes. These principles serve as the foundation and guidelines for the governance of the Company. The Company’s senior management review these principles on a regular basis and work with the Company’s legal department to ensure that that they are maintained in accordance with applicable laws and regulations.

 

The Company produces IFRS compliant financial accounts since 2004.

 

 

 

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