The Company is committed to adhering to sound principles of corporate governance and has adopted robust corporate governance and transparency standards that promote the efficient functioning of its Board of Directors, its committees, and the Company overall. 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.
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 Merrill (Pete) Miller, the non-executive Chairman, who also chairs the Audit Committee and the Remuneration Committee. The Company is entitled to appoint up to three Independent Non-Executive Directors to the Board, with the remaining Directors appointed in accordance with the Articles of Association of the Company.
The Board meets at least four times a year to handle recurring business, with special meetings called as appropriate. The Chairman routinely invites senior management to attend Board meetings and may also invite such other managers or outside experts to the Board meetings when specialist advice and guidance may be required.
The Board expects each director, as well as senior management and employees, to act ethically at all times.
The Board has three standing committees charged with specific oversight: the Audit Committee, the Remuneration Committee and the Finance Committee. Each committee shall perform its duties as authorized by the Board in compliance with the committee’s charter.
Each of the Committees comprise at least three Independent Non-Executive Directors and each have a written charter outlining its responsibilities. The Remuneration and Finance Committees meet as often as needed, while the Audit Committee meets at least four times a year with special meetings called as appropriate. All Committees regularly report to the Board.
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 a number of policies in place, including the Code of Conduct, aimed at 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 reviews these principles and supporting policies on a regular basis and works with the Company’s legal department to ensure that they are maintained in accordance with applicable laws and regulations. In addition to the Code of Conduct policy, the Company also has a Know Your Counterparty (KYC) and sanctions policy, a Conflict of Interest policy and a Signing Authority policy.
The Company produces IFRS-compliant financial accounts since 2004.
Board of Directors
The Board of Directors consists of seven members as follows:
Chairman, Independent Non-Executive Director
Merrill (Pete) Miller
President, Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
Borets management and employees possess a strong combination of technical expertise and local knowledge gained through decades of experience on projects throughout Russia’s oil and natural gas regions and internationally.
The Company’s senior management team has an impressive operating track record, including the turnaround of Weatherford’s ESP Business acquired in 2008, and organic growth, including development of new products, opening of new production facilities, and entry into new geographical and product markets.
The Company recognizes that the ability to attract, train, and retain high-caliber personnel is critical to the delivery of its existing services, the support of its competitive position, and continued growth of its business, especially internationally.
The Company has recruited and continues to recruit experienced ESP professionals in local markets. They are attracted by Borets unique focus on the ESP systems market, by its global leadership, by its commitment to international expansion, and by its decentralized management structure, which gives local country managers considerable latitude to use their entrepreneurial skills.
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
Company Secretary / General Counsel
The Audit Committee’s purposes include:
- Reviewing the Company’s financial statements and reporting systems
- Reviewing significant accounting and reporting issues including complex or unusual transactions
- Reviewing the performance of external auditors
- Overseeing the Company’s internal audit function
- Monitoring the risk management function for the Company
The Audit Committee carries out the duties and responsibilities set forth in its Charter. The principal responsibilities of the Committee are to provide assistance to the Board in fulfilling its responsibility in matters relating to the accounting and reporting practices of the Company, the adequacy of the Company’s internal control over financial reporting and disclosure controls and procedures, and the quality and integrity of the financial statements of the Company. The Audit Committee also monitors the Company’s compliance with recommendations made by the Company’s auditors as well as further development of Company policies and corporate governance systems.
The Audit Committee conducts or authorizes investigations into any matters within its scope of responsibilities. The Committee meets at least four times a year at each regularly scheduled meeting, which may be attended by independent auditors, internal auditors, legal counsel, and risk compliance officers.
The independent auditor is ultimately accountable to the Board and the Audit Committee, as representatives of the Company’s Shareholders, and shall report directly to the Committee. The Committee has the ultimate authority and direct responsibility to select, appoint, evaluate, compensate, and oversee the work, and, if necessary, terminate and replace the independent auditor.
The Internal Audit Department was established in 2010.
The scope of work of the Internal Audit Department includes analysis of operations, assessment of financial controls, providing recommendations, and implementing internal control procedures.
The Internal Audit Department incorporates objective, independent staff members with the requisite knowledge, skill, and experience. The Internal Audit Department reports functionally to the Company’s Board of Directors and the Audit Committee, and administratively (i.e., with respect to its day-to-day operations) to the Company’s CEO.
The Internal Audit Department’s operating principles are set out in the Charter of the Internal Audit Department.
Internal auditing within the organization is focused on internal control matters such as:
- Efficiency of internal controls
- Efficiency of operations
- Reliability of financial reporting and efficiency of financial management
- Detecting and investigating fraud
- Safeguarding assets
- Compliance control