The Audit Committee’s main objectives are to draft and submit recommendations to the Board of Directors regarding effective performance of functions related to supervision of the Company’s financial and business activities by the Board of Directors. These recommendations include priority matters in annual independent audit of accounting (financial) statements, the quality of the Auditor’s services and its compliance with the independence requirements; as well independent property appraisal in cases specified in the Russian legislation among others.
The Audit Committee is fully accountable to the Board of Directors of NLMK and is an advisory body.
The Audit Committee constitutes a part of the risk management system and has the following risk management, internal control and corporate governance functions:
- NLMK Audit Committee is responsible for reviewing the effectiveness of the Group’s internal control, risk management and corporate governance systems. It evaluates the risk management and internal control efficiency, corporate governance practices and develops proposals on how they can be improved.
- The Audit Committee analyses and evaluates the compliance with the risk management and internal control policy.
- It controls the procedures that ensure compliance with existing laws, ethical norms, rules and procedures of the Company, and stock exchange requirements.
- The Audit Committee analyses and evaluates the compliance with the conflict of interest management policy.
- It analyses the efficiency of internal control system in the Company’s affiliates and subsidiaries, considers candidates to become their Auditor and reports it to the Board of Directors.
- It ensures continuous oversight over the Company’s internal control system.
The majority of the Committee members, including its Chairman, are Independent Directors. Currently the Committee has the following composition:
- Marjan Oudeman (Chairman, Independent director)
- Nikolai Gagarin
- Stanislav Shekshnya (independent director)
- Joachim Limberg (independent director)
- Jane Zavalishina (independent director)