Corporate Governance
The Executive Body
06
In accordance with the Russian Federal Law on Joint Stock Companies, the Company’s Charter and the Corporate Governance Code of the Company, the sole Executive Body of PhosAgro is the Chief Executive Officer (CEO), who manages the Company’s day-to-day activities. According to the Company’s Charter, the CEO is appointed by the Company’s Board of Directors for a period of one year and may be dismissed by a decision of the Board of Directors at any time. The Company’s Corporate Governance Code provides that the Chief Executive Officer shall act in good faith and with due diligence in the interests of the Company and its shareholders.
All issues related to the Company’s day-to-day operations lie within the authority and responsibility of the CEO, except for those matters that are subject to ratification by the General Shareholders Meeting and/or the Company’s Board of Directors. The CEO is responsible for ensuring that the Company’s strategy and the decisions of the General Shareholders Meeting and the Board of Directors are implemented. In order to ensure efficient corporate communications between the Company’s Board of Directors and the CEO, the CEO submits regular quarterly reports to the Board.
Some of the matters for which the CEO is responsible are:
- deciding on all issues relating to the Company that do not fall within the competence of the General Shareholders Meeting and/or the Board of Directors;
- representing the Company before all state and local authorities, and in meetings with organisations and entities in Russia and abroad;
- hiring and dismissing Companypersonnel;
- carrying out all other activities and legal steps required to be conducted on behalf of the Company in accordance with the Company’s Charter, decisions of the Board of Directors and the General Shareholders Meeting, and/or in accordance with current legislation.
Maxim Volkov has been the Chief Executive Officer of the Company since 2009.
For biographical details of Mr. Volkov please see the Board of Directors section.
While the sole Executive Body of the Company is its Chief Executive Officer, the Company also has a senior management team that reports directly to the CEO and comprises the Company’s senior managers and the Heads of the Company’s subsidiaries. Working with the CEO, the senior management team oversees the day-to-day operations of the Company and implements the Company’s strategy, as defined by the Board of Directors and the shareholders.
The Senior Management Team
As of 31 December 2011, the senior management team comprised the following:
| Name | Year of birth | Position | Year appointed |
|---|---|---|---|
| Mikhail Rybnikov | 1975 | Executive Director | 2011 |
| Alexei Grigoryev | 1962 | First Deputy Chief Executive Officer | 2011 |
| Roman Osipov | 1971 | Chief Financial Officer | 2009 |
| Boris Levin | 1963 | Head of Strategy Chairman of the Board of Directors, the Research Institute for Fertilisers and Insectofungicides (NIUIF) |
2010 |
| Andrey Guriev | 1982 | Head of Sales and Logistics Deputy Chief Executive Officer, OJSC PhosAgro |
2011 |
| Vasily Loginov | 1962 | Deputy Chief Executive Officer Chief Executive Officer, LLC PhosAgro-Region Member of the Board of Directors, OJSC PhosAgro |
2011 |
| Sergey Pronin | 1964 | Deputy Chief Executive Officer for External Relations and Information Policy | 2010 |
| Alexei Sirotenko | 1969 | Head of Legal | 2006 |
| Pavel Vakhnin | 1974 | Head of IT | 2006 |
| Siroj Loikov | 1972 | Human Resources Director | 2011 |
| Vladimir Davydenko | 1976 | Deputy Director of the Cherepovets Branch Chief Executive Officer, OJSC Cherepovetsky Azot |
2010 |
| Vladimir Klenichev | 1950 | Director of the Balakovo Branch Chief Executive Officer, LLC Balakovo Mineral Fertilisers |
2008 |
| Yevgeny Ivanov | 1949 | Director of the Cherepovets Branch | 2006 |
| Konstantin Nikitin | 1969 | Director of the Kirovsk Branch Chief Executive Officer, OJSC Apatit |
2010 |
| Vladimir Pomatilov | 1944 | Deputy Director of the Cherepovets Branch Chief Executive Officer, OJSC Ammophos |
2008 |
Unless otherwise indicated, all senior managers are employed by CJSC PhosAgro AG, which is the management company for the Group
As of the date of approval of this Annual Report, Roman Osipov holds the position of Deputy CEO for Business Development, and has done so since January 2012. Alexander Sharabaiko joined the Company in January 2012 and replaced Mr. Osipov in the position of Chief Financial Officer.
In January 2012, following the end of the reporting period, Boris Levin became Head of Strategic Development and Technical Policy.
In April 2012, after the end of the reporting period, Alexei Grigoryev became Chief Executive Officer of LLC Mining and Chemical Engineering, a Group company.
| Mikhail Rybnikov |
|---|
Executive Director, CJSC PhosAgro AG |
| Since 2011 – Executive Director, CJSC PhosAgro AG 2011 – Head of Operations, CJSC PhosAgro AG 2008 – 2011 – Executive Director, CJSC PhosAgro AG 2006 – 2008 – Chief Financial Officer, CJSC PhosAgro AG 2004 – 2006 – Chief Financial Officer, OJSC Apatit 2001 – 2004 – Chief Financial Officer, Deputy Chief Executive Officer for Economic Affairs and Finance, OJSC Ammophos 1998 – 2001 – Deputy Chief Executive Officer for Economic Affairs and Finance, OJSC Voskresensk Mineral Fertilisers |
| Education: Master of Science degree in Economics from Lomonosov Moscow State University (Russia) |
| Alexei Grigoryev |
|---|
Chief Executive Officer,
|
| Since 2012 – Chief Executive Officer, LLC Mining and Chemical Engineering 2011 – 2012 – First Deputy Chief Executive Officer, CJSC PhosAgro AG 2011 – Executive Director, CJSC PhosAgro AG 2010 – Chief Executive Officer, CJSC PhosAgro AG 2007 – 2010 – Director of the St. Petersburg Branch, CJSC PhosAgro AG, Chairman of the Board of Directors, OJSC Apatit 2007 – 2010 – Member of the Board of Directors, OJSC Khibinskaya Teplovaya Kompaniya 2001 – 2007 – Chief Executive Officer, OJSC Apatit 1984 – 2001 – held various positions from Excavator Driver and Mine Master to Technical Director, OJSC Apatit |
| Education and memberships: Graduate degree in Mining from Leningrad Mining Institute named after G.V. Plekhanov (now St. Petersburg State Mining University, Russia) 2007 – 2011 – Member of the Murmansk Regional Duma Member of the Russian Academy of Mining Sciences Member of the Board of Directors, OJSC Giproruda |
| Roman Osipov |
|---|
Deputy Chief Executive Officer for Business Development, CJSC PhosAgro AG |
| Since 2012 – Deputy Chief Executive Officer for Business Development, CJSC PhosAgro AG 2009 – 2012 – Chief Financial Officer, CJSC PhosAgro AG 2008 – 2009 – Deputy Chief Financial Officer, CJSC PhosAgro AG 2003 – 2008 – held various financial management positions, GAZ Group 2002 – 2003 – Auditor, Ernst & Young 1998 – 2002 – Senior Consultant, Arthur Andersen |
| Education: Graduate degree from Baltic State Technical University “VOENMEH” named after D.F. Ustinov (Russia) Master of Science degree from LETILovanium International School of Management (now the International School of Management, Russia) |
| Boris Levin |
|---|
Head of Strategic Development and Technical Policy, CJSC PhosAgro AG
|
| Since 2012 – Head of Strategic Development and Technical Policy, CJSC PhosAgro AG Since 2010 – Chairman of the Board of Directors, the Research Institute for Fertilisers and Insectofungicides (NIUIF) 2010 – 2012 – Head of Strategy, CJSC PhosAgro AG 2006 – 2010 – First Deputy Chief Executive Officer for Strategy, CJSC PhosAgro AG 2005 – 2006 – Deputy Chief Executive Officer for Strategy, OJSC PhosAgro 2003 – 2005 – Chief Executive Officer, the Research Institute for Fertilisers and Insectofungicides (NIUIF) 2002 – 2003 – Head of Prospective Development Department, CJSC PhosAgro AG 1999 – 2002 – Head of Scientific Analytics Department, the Research Institute for Fertilisers and Insectofungicides (NIUIF) 1996 – 1998 – Associate Professor, Mendeleev University of Chemical Technology |
| Education: Graduate degree from Mendeleev University of Chemical Technology (Russia) |
| Andrey Guriev |
|---|
Head of Sales and Logistics, CJSC PhosAgro AG
|
| Since 2011 – Head of Sales and Logistics, CJSC PhosAgro AG, Deputy Chief Executive Officer, OJSC PhosAgro 2010 – 2011 – First Deputy Chief Executive Officer, OJSC PhosAgro 2008 – 2011 – Trader, CJSC PhosAgro AG 2008 – 2010 – Chief Executive Officer, LLC Apsis Globe 2006 – 2008 – Export Sales Manager for Fertilisers, CJSC PhosAgro AG 2005 – 2006 – Economist at the Consolidation Department, OJSC PhosAgro 2004 – 2005 – Economist at the Clearing Department, the Department of Planning and Methodology, the Department of Planning and Accounting Methodology, CJSC PhosAgro AG 2003 – 2004 – Chief Specialist at the Department of Project Preparation, OJSC Federal Centre for Project Finance |
| Education: Bachelor degree in Economics from University of Greenwich (UK) Graduate degree from the Russian Presidential Academy of National Economy and Public Administration (Russia) PhD degree in Economics from St. Petersburg State Mining University (Russia) |
| Vasily Loginov |
|---|
Deputy Chief Executive Officer
|
| Since 2011 – Member of the Board of Directors, OJSC PhosAgro; Deputy Chief Executive Officer, CJSC PhosAgro AG; Chief Executive Officer, LLC PhosAgro- Region 2008 – 2011 – Head of Sales and Foreign Affairs, CJSC PhosAgro AG Since 2006 – Member of the Board of Directors, CJSC PhosAgro AG 2006 – 2007 – Member of the Board of Directors, the Research Institute for Fertilisers and Insectofungicides (NIUIF) 2006 – 2008 – First Deputy CEO, CJSC PhosAgro AG 2005 – 2006 – First Deputy CEO of Sales and Logistics, CJSC PhosAgro AG Prior to 2005 – held various management positions at Mars LLC, CJSC Russian Product, CJSC Mistiko and CJSC Vital |
| Education: Diploma in Engineering from Riga Higher Military Aviation Engineering School named after Janis Alksnis (Latvia) Qualified as an English-speaking officer at the Dzerzhinsky Higher School of the KGB (Russia) Graduate degree in International Relations and Foreign Policy from the Red Banner Institute of the KGB named after Yuri Andropov (now the Academy of Foreign Intelligence, Russia) |
| Sergey Pronin |
|---|
Deputy Chief Executive Officer for External Relations and Information Policy, CJSC PhosAgro AG |
| Since 2011 – Deputy Chief Executive Officer for External Relations and Information Policy, CJSC PhosAgro AG 2010 – 2011 – Director for External and Corporate Relations, CJSC PhosAgro AG 2003 – 2006 – Chief Executive Officer, CJSC AgroGrad 2002 – 2010 – Deputy Chief Executive Officer, CJSC PhosAgro AG; Chief Executive Officer, LLC PhosAgro-Region; Head of Domestic and CIS Mineral Fertiliser Sales, CJSC PhosAgro AG 1997 – 2002 – held various senior managerial positions at OJSC Voskresensk Mineral Fertilisers and OJSC Ammophos |
| Education: Graduate degree in Industrial and Civil Engineering from Moscow Institute of Civil Engineering named after V.V. Kuibyshev (now Moscow State University of Civil Engineering, Russia) |
| Aleksey Sirotenko |
|---|
Head of Legal, CJSC PhosAgro AG
|
| Since 2011 – Head of Legal, CJSC PhosAgro AG 2010 – 2011 – Deputy Chief Executive Officer for Corporate and Legal Matters, OJSC PhosAgro 2006 – 2011 – Head of Legal Department, CJSC PhosAgro AG; 2005 – 2006 – Deputy Chief Executive Officer for Legal Affairs, CJSC Lukoil- Neftekhim 2000 – 2005 – Head of Legal Department, Interkhimprom Group |
| Education: Graduate degree in Law from Lomonosov Moscow State University (Russia) |
| Pavel Vakhnin |
|---|
Head of IT, CJSC PhosAgro AG |
| Since 2006 – Head of IT, CJSC PhosAgro AG 2005 – 2006 – Head of IT, OJSC OMZ Group 2001 – 2005 – held various positions at Oracle (Moscow office) |
| Education: Graduate degree in IT systems from the Moscow Technical University of Communications and Informatics (Russia) |
| Siroj Loikov |
|---|
Human Resources Director, CJSC PhosAgro AG |
| Since 2011 – Human Resources Director, CJSC PhosAgro AG 2009 – 2011 – Human Resources Director, CJSC Russian Standard 2008 – 2009 – Human Resources Director, Metinvest Ukraine 2005 – 2008 – Human Resources Director, Leman Commodities S.A. 1996 – 2005 – held various positions at British American Tobacco (UK, Uzbekistan and Russia offices) |
| Education: Bachelor of Science degree in Business Management from Nottingham Trent University (UK) Graduate degree in International Economic Relations from the Tashkent State University of Economics (Uzbekistan) |
| Vladimir Davydenko |
|---|
Deputy Director of the Cherepovets Branch, CJSC PhosAgro AG
|
| Since 2010 – Deputy Director of the Cherepovets Branch, CJSC PhosAgro AG; Chief Executive Officer, OJSC Cherepovetsky Azot 2008 – 2010 – Chief Executive Officer, the Research Institute for Fertilisers and Insectofungicides (NIUIF) 2002 – 2008 – held various senior positions at LLC Balakovo Mineral Fertilisers and CJSC PhosAgro AG 2000 – 2002 – Head of Production Development Directorate, OJSC Minudobreniya 1999 – 2000 – held the positions of Research Scientist and Deputy Head of Scientific Analytics Department at the Research Institute for Fertilisers and Insectofungicides (NIUIF) |
| Education: Graduate degree in Machines and Equipment for the Chemical and Construction Industries from the Moscow State Academy of Chemical Engineering (now Moscow State University of Environmental Engineering, Russia) |
| Vladimir Klenichev |
|---|
Director of the Balakovo Branch, CJSC PhosAgro AG
|
| Since 2008 – Director of the Balakovo Branch, CJSC PhosAgro AG Since 2005 – Chief Executive Officer, LLC Balakovo Mineral Fertilisers 2005 – 2008 – Deputy Director of the Balakovo Branch, CJSC PhosAgro AG 1977 – 2005 – held various positions from Acting Head of the Main Building of the Sulphuric Acid Plant to First Deputy CEO at the Balakovo Chemical Plant |
| Education: Graduate degree in Chemical Industry Machinery and Equipment from Mendeleev University of Chemical Technology (Russia) |
| Yevgeny Ivanov |
|---|
Director of the Cherepovets Branch, CJSC PhosAgro AG |
| Since 2006 – Director of the Cherepovets Branch, CJSC PhosAgro AG 2004 – 2006 – Chief Executive Officer, OJSC Cherepovetsky Azot 2005 – 2006 – Deputy Director of the Cherepovets Branch, CJSC PhosAgro AG 2004 – 2005 – Deputy Chief Executive Officer, CJSC PhosAgro AG 1975 – 2004 – held various positions from Processing Department Operator to CEO at OJSC Cherepovetsky Azot |
| Education: Graduate degree in Chemical Engineering from the North-West State Technical University (Russia) Graduate degree from Mendeleev University of Chemical Technology (Russia) |
| Konstantin Nikitin |
|---|
Director of the Kirovsk Branch, CJSC PhosAgro AG
|
| Since 2010 – Director of the Kirovsk branch, CJSC PhosAgro AG; Chief Executive Officer, OJSC Apatit 2006 – 2010 – Deputy Chief Executive Officer, OJSC Apatit 1998 – 2008 – held various positions from Mining Master to Head of the Kirov Mine, OJSC Apatit |
| Education: Graduate degree in Mining Engineering from Leningrad Mining Institute named after G.V. Plekhanov (now St. Petersburg State Mining University, Russia) |
| Vladimir Pomatilov |
|---|
Deputy Director of the Cherepovets Branch, CJSC PhosAgro AG
|
| Since 2008 – Deputy Director of the Cherepovets Branch, CJSC PhosAgro AG; Chief Executive Officer, OJSC Ammophos 1993 – 2008 – Deputy Chief Executive Officer for Commercial Affairs, OJSC Ammophos 1987 – 1990 – Chairman of the Executive Committee, Pervomaisky district of Cherepovets; Deputy Chairman of the Cherepovets City Council 1967 – 1987 – held various positions from Mechanic to Factory Director at the Cherepovets Metals and Chemicals Construction Works |
| Education: Graduate degree in Mechanical Engineering from the Leningrad Mechanical Institute (now Baltic State Technical University “VOENMEH” named after D.F. Ustinov (Russia) |
| Alexander Sharabaiko |
|---|
Chief Financial Officer, CJSC PhosAgro AG |
| Since 2012 – Chief Financial Officer, CJSC PhosAgro AG 2011 – 2012 – Head of Corporate Finance, OJSC Uralkali 2010 – 2011 – Financial Advisor to Chief Executive Officer, OJSC Silvinit 2005 – 2010 – held various positions from Chief Specialist to Chief Financial Officer at LLC Mineral Group 2003 – 2005 – 1st Class Analyst at Securities and Investments Department, OJSC Silvinit 1998 – 2003 – held various positions at Belaruskali Production Association |
| Education: Bachelor degree in Economics with Honours from Belarus State Economic University (Belarus) MBA in Finance from Nottingham University Business School (UK) |