Corporate Governance

Corporate Governance

Since Ruspetro’s listing on the London Stock Exchange in January 2012, the Company has fully embraced the principles contained in the UK Corporate Governance Code, issued in 2010 by the Financial Reporting Council, and by which the Board is accountable to shareholders.

The Board

The Board comprises of eight directors: the Executive Chairman, the Chief Executive Officer and six Non-executive Directors, four of whom are considered to be independent. Biographies for each of the Directors can be found in the About Us section of this website.

The Board operates its powers, duties and authority in compliance with the laws of England and Wales, the regulations of the Financial Conduct Authority and the London Stock Exchange and the Company's Articles of Association (click here to view the Articles).

Division of Responsibilities

Whilst retaining a close working relationship, the Executive Chairman and the Chief Executive Officer have clearly defined and separate responsibilities which are set out in writing. They meet regularly between Board meetings to ensure a full understanding of evolving issues and to facilitate swift decision making.

Board Committees

The Board has established three standing Committees in line with the provisions of the UK Corporate Governance Code and to facilitate the business of the Company. Details of these Committees are set out below:

Audit committee

All members of the Audit Committee, namely Robert Jenkins (Committee Chairman), Maurice Dijols, and Mark Pearson are considered to be independent.

The Audit Committee meets at least three times a year and otherwise as required. Members of the Group's Senior Management, including the Chief Executive Officer and Finance Director, may be invited to attend all or part of the Audit Committee's meetings as necessary. The external auditors attend meetings on a regular basis, both with and without executive management being present. 

The main responsibilities of the Audit Committee include monitoring the integrity of the Group's financial statements and announcements on financial performance; overseeing the relationship with the external auditors; reviewing significant financial reporting and accounting policy issues, the Group's risk management systems and internal control processes; and ensuring effective whistle-blowing procedures are maintained.

The Audit Committee's full terms of reference are available here.

Nominations committee

The members of the Nominations Committee are Alexander Chistyakov (Committee Chairman), Robert Jenkins and Frank Monstrey.

The Nomination Committee meets at least once a year and otherwise as required.

The primary responsibilities of the Nomination Committee are to regularly review the structure, size and composition of the Board and its Committees; to oversee Board succession plans and training and development plans for Directors; and to lead the annual evaluation of the Board as a whole. The Nomination Committee's full terms of reference are available here.

Remuneration committee

The majority of the members of the Remuneration Committee, being Maurice Dijols (Committee Chairman), Frank Monstrey, Kirill Androsov and Mark Pearson are considered to be independent. Mr Androsov is not considered to be independent by virtue of his relationship with Limolines Transport Ltd, a major shareholder.

The Remuneration Committee meets at least twice a year and otherwise as required. Members of Executive Management may be invited to attend meetings where necessary and appropriate. The Remuneration Committee has appointed Deloitte LLP to provide independent advice on executive remuneration matters. Representatives of Deloitte LLP may also attend meetings of the Remuneration Committee on request.

The role of the Remuneration Committee is to determine the remuneration policy of the Company in order to facilitate the recruitment, retention and motivation of the Executive Directors assessing their annual performance and determining any bonus payable. The Remuneration Committee also reviews the remuneration framework for all other Group employees. The Remuneration Committee's full terms of reference are available here.