Information on the state of corporate governance
GENERAL MEETING OF SHAREHOLDERS
| How many general meetings were held in the past three years? | |||
|---|---|---|---|
| No. s/n | Year | Number of meetings, total | Including extraordinary ones |
| 1 | 2012 | 1 | 0 |
| 2 | 2011 | 1 | 0 |
| 3 | 2010 | 1 | 0 |
| Which body registered shareholders for participation in the general meeting of shareholders last time? | ||
|---|---|---|
| Yes. | No. | |
| Registration Commission | X | |
| Shareholders | X | |
| Registrar | X | |
| Depository | X | |
| Other (write down): No additional information available. | No. | |
| What body controlled the registration of shareholders or their representatives for participation in the last general meeting (if any)? | ||
|---|---|---|
| Yes. | No. | |
| State Securities and Stock Market Commission | X | |
| Shareholders holding more than 10 percent in aggregate | X | |
| How did you vote on the agenda at the last general meeting? | ||
|---|---|---|
| Yes. | No. | |
| By raising cards | X | |
| By ballot (secret ballot) | X | |
| By raising your hands | X | |
| Other (write down): No additional information available. | No. | |
| What were the main reasons for convening the last extraordinary meeting in the reporting period? | ||
|---|---|---|
| Yes. | No. | |
| Reorganization | X | |
| Amendments to the company's charter | X | |
| Deciding to change the type of company | X | |
| Decision to increase the authorized capital of the company | X | |
| Decision to reduce the company's authorized capital | X | |
| Election of the chairman and members of the supervisory board, decision to terminate their powers | X | |
| Election of the chairman and members of the audit committee (auditor), decision on early termination of their powers | X | |
| Other (write down): No additional information available. | No. | |
| Was the general meeting of shareholders held in the reporting year in the form of absentee voting? No. |
GOVERNING BODIES
| What is the composition of the supervisory board (if any)? | ||
|---|---|---|
| (persons) | ||
| 1 | Number of members of the supervisory board | 3 |
| 2 | Number of shareholder representatives working in the company | 0 |
| 3 | Number of state representatives | 0 |
| 4 | Number of shareholder representatives holding more than 10 percent of shares | 0 |
| 5 | Number of shareholder representatives holding less than 10 percent of shares | 3 |
| 6 | Number of representatives of shareholders - legal entities | 0 |
| How many times a year did the supervisory board meet on average over the past three years? 7 |
| What committees are established within the supervisory board (if any)? | ||
|---|---|---|
| Yes. | No. | |
| Strategic planning | X | |
| Audit | X | |
| On appointments and remuneration | X | |
| Investment | X | |
| Other (write down) | No additional information is available. | |
| Other (write down) | No additional information is available. | |
| Does the company have a special position or department responsible for shareholder relations? Yes. |
| How is the amount of remuneration of the supervisory board members determined? | ||
|---|---|---|
| Yes. | No. | |
| The remuneration is a fixed amount | X | |
| Remuneration is a percentage of net profit or increase in the market value of shares | X | |
| Remuneration is paid in the form of company securities | X | |
| Members of the Supervisory Board do not receive remuneration | X | |
| Other (write down) | No additional information is available. | |
| What are the requirements for members of the supervisory board set out in the company's internal documents? | ||
|---|---|---|
| Yes. | No. | |
| Industry knowledge and experience in the industry | X | |
| Knowledge of finance and management | X | |
| Personal qualities (honesty, responsibility) | X | |
| No conflict of interest | X | |
| Age limit | X | |
| There are no requirements | X | |
| Other (write down): | X | |
| When was the last time a new member of the supervisory board was elected, how did he or she familiarize himself or herself with his or her rights and responsibilities? | ||
|---|---|---|
| Yes. | No. | |
| The new member of the Supervisory Board independently familiarized himself with the content of the company's internal documents | X | |
| A meeting of the Supervisory Board was held, at which the new member of the Supervisory Board was familiarized with his rights and obligations | X | |
| Special training (in corporate governance or financial management) was organized for the new member of the Supervisory Board | X | |
| All members of the Supervisory Board were re-elected or no new members were elected | X | |
| Other (write down) | No additional information is available. | |
| Does your joint stock company have an audit committee? (yes/no) Yes. |
| Кількість членів ревізійної комісії 3 осіб. |
| How many times a year did the audit committee meet on average over the past three years? 3 |
| Which officials of a joint-stock company are responsible for storing minutes of general meetings of shareholders, meetings of the supervisory board and meetings of the management board? | ||||
|---|---|---|---|---|
| General meeting of shareholders | Meeting of the Supervisory Board | Board meetings | ||
| 1 | Members of the Management Board (Director) | Yes. | Yes. | Yes. |
| 2 | General department | No. | No. | No. |
| 3 | Members of the Supervisory Board (Chairman of the Supervisory Board) | No. | No. | No. |
| 4 | Legal department (lawyer) | Yes. | Yes. | Yes. |
| 5 | Secretary of the Board | No. | No. | No. |
| 6 | Secretary of the general meeting | No. | No. | No. |
| 7 | Secretary of the Supervisory Board | No. | No. | No. |
| 8 | Corporate Secretary | Yes. | Yes. | Yes. |
| 9 | A department or division responsible for shareholder relations | No. | No. | No. |
| 10 | Other (write down): No additional information available. | No. | No. | No. |
| According to the charter of your joint-stock company, which body (general meeting of shareholders, supervisory board or executive body) is responsible for resolving each of these issues? | ||||
|---|---|---|---|---|
| General meeting of shareholders | Supervisory Board | Executive body | Not within the competence of any body | |
| Determining the main areas of activity (strategy) | Yes. | No. | No. | No. |
| Approval of activity plans (business plans) | No. | Yes. | No. | No. |
| Approval of the annual financial report or balance sheet or budget | Yes. | No. | No. | No. |
| Election and recall of the Chairman of the Board | No. | Yes. | No. | No. |
| Election and recall of members of the management board | No. | Yes. | No. | No. |
| Election and recall of the chairman of the supervisory board | No. | Yes. | No. | No. |
| Election and recall of members of the supervisory board | Yes. | Yes. | No. | No. |
| Election and recall of the chairman and members of the audit committee | Yes. | No. | No. | No. |
| Determining the amount of remuneration for the chairman and members of the management board | No. | Yes. | No. | No. |
| Determining the amount of remuneration for the chairman and members of the supervisory board | Yes. | Yes. | No. | No. |
| Decision-making on bringing members of the management board to liability | No. | No. | No. | Yes. |
| Deciding on an additional share issue | Yes. | No. | No. | No. |
| Decision-making on repurchase, sale and placement of own shares | Yes. | No. | No. | No. |
| Auditor's approval | No. | Yes. | No. | No. |
| Approval of contracts with a conflict of interest | No. | Yes. | Yes. | No. |
| Does the company's charter contain a provision restricting the powers of the executive body to make decisions on entering into contracts, including their amount, on behalf of the company? Yes. |
| Чи містить статут або внутрішні документи акціонерного товариства положення про конфлікт інтересів, тобто суперечність між особистими інтересами посадової особи або пов’язаних з нею осіб та обов’язком діяти в інтересах акціонерного товариства?(так/ні) No. |
| What documents do you have in your joint-stock company? | |||
|---|---|---|---|
| Yes. | No. | ||
| 1 | Regulations on the General Meeting of Shareholders | X | |
| 2 | Regulations on the Supervisory Board | X | |
| 3 | Regulations on the executive body (management board) | X | |
| 4 | Regulations on the officers of a joint-stock company | X | |
| 5 | Regulations on the Audit Committee | X | |
| 6 | Regulations on shares of a joint-stock company | X | |
| 7 | Regulations on the procedure for profit distribution | X | |
| 8 | Other (write down): | No additional information is available. | |
| How can shareholders obtain such information about your company's activities? | ||||||
|---|---|---|---|---|---|---|
| Information is distributed at general meetings | Published in the press, disclosed in the public information database of the SSMSC on the securities market | Documents are provided for review directly in the joint-stock company | Copies of documents are provided upon request of the shareholder | Information is posted on the company's own website | ||
| 1 | Financial statements, performance results | Yes. | Yes. | Yes. | Yes. | No. |
| 2 | Information on shareholders holding 10 percent or more of the authorized capital | No. | No. | Yes. | No. | No. |
| 3 | Information on the composition of the company's management bodies | Yes. | Yes. | Yes. | Yes. | No. |
| 4 | Charter and internal documents | No. | No. | Yes. | Yes. | No. |
| 5 | Minutes of general meetings of shareholders after they are held | No. | No. | Yes. | Yes. | No. |
| 6 | Amount of remuneration of officials of a joint-stock company | No. | No. | No. | No. | No. |
| Чи готує акціонерне товариство фінансову звітність у відповідності до міжнародних стандартів бухгалтерського обліку? (так/ні) Yes. |
| How many times a year did the external auditor audit the company on average over the past three years? | |||
|---|---|---|---|
| Yes. | No. | ||
| 1 | Not conducted at all | X | |
| 2 | Less than once a year | X | |
| 3 | Once a year | X | |
| 4 | More than once a year | X | |
| Which body made the decision to approve the external auditor? | ||
|---|---|---|
| Yes. | No. | |
| General meeting of shareholders | X | |
| Supervisory Board | X | |
| Management Board or director | X | |
| Other (write down) | No additional information is available. | |
| Has the company changed its external auditor in the last three years? Yes. |
| What was the reason for changing the auditor? | ||
|---|---|---|
| Yes. | No. | |
| Did not meet the professional level | X | |
| Did not meet the terms of the contract with the auditor | X | |
| The auditor was changed at the request of shareholders | X | |
| Other (write down) | No additional information is available. | |
| Which body audited the financial and economic activities of the joint-stock company last year? | ||
|---|---|---|
| Yes. | No. | |
| Audit Committee | X | |
| Supervisory Board | X | |
| Internal audit department of a joint-stock company | X | |
| Third-party company or third-party consultant | X | |
| No inspections were conducted | X | |
| Other (write down) | No additional information is available. | |
| At the initiative of which body did the audit committee conduct the last audit? | ||
|---|---|---|
| Yes. | No. | |
| On his own initiative | X | |
| On behalf of the general meeting | X | |
| On behalf of the Supervisory Board | X | |
| At the request of the executive body | X | |
| At the request of shareholders holding more than 10 percent of the votes in aggregate | X | |
| Other (write down) | No additional information is available. | |
| Has your joint-stock company received paid services of consultants in the field of corporate governance or financial management during the last year? No. |
ATTRACTING INVESTMENT AND IMPROVING CORPORATE GOVERNANCE PRACTICES
| Does your joint-stock company plan to attract investments in each of these ways over the next three years? | |||
|---|---|---|---|
| Yes. | No. | ||
| 1 | Issue of shares | X | |
| 2 | Issue of depositary receipts | X | |
| 3 | Bond issue | X | |
| 4 | Bank loans | X | |
| 5 | Financing from the state and local budgets | X | |
| 6 | Other (write down): No additional information available. | X | |
| Does your joint-stock company plan to attract foreign investment over the next three years*? | |
|---|---|
| Yes, we are already in talks with a potential investor | |
| Yes, we plan to start negotiations | |
| Yes, we plan to start negotiations next year | |
| Yes, we plan to start negotiations within two years | |
| No, we do not plan to attract foreign investment in the next three years | X |
| Undecided | |
| Чи планує ваше акціонерне товариство включити власні акції до лістингу фондових бірж протягом наступних трьох років? (так/ні/не визначились) – No. |
| Has the joint-stock company changed the person who keeps records of ownership of shares in the depository system of Ukraine during the last three years? No. |
| What was the reason for the change of the person who keeps records of ownership of shares in the depository system of Ukraine (hereinafter referred to as the person)? | ||
|---|---|---|
| Yes. | No. | |
| Did not satisfy the professional level of the person | X | |
| Did not meet the terms of the contract with the person | X | |
| Identity changed on request: | ||
| shareholders | X | |
| courts | X | |
| Other (write down) | No additional information is available. | |
| Does the joint-stock company have its own code (principles, rules) of corporate governance? No. |
| У разі наявності у акціонерного товариства кодексу (принципів, правил) корпоративного управління вкажіть дату його прийняття: ; by which governing body it was adopted: No additional information is available. |
| Чи оприлюднено інформацію про прийняття акціонерним товариством кодексу (принципів, правил) корпоративного управління? (так/ні) No.; indicate how it was made public: No additional information is available. |
| Розкрийте стан дотримання кодексу (принципів, правил) корпоративного управління у вашому акціонерному товаристві: No additional information is available. |