Committees of the Board
Pursuant to the Articles of Association, the Board may delegate any of its powers, authorities and discretions to any committee consisting of one or more Directors. In pursuit of an efficient and reliable corporate governance structure the Board in 2007 established two subcommittees, those being: the audit committee and the investment committee. Described below is also the Board’s discharge of remuneration committee tasks. For the purposes of the Annual General Meeting in 2010, the Board of Directors has for the 2009 AGM proposed that a Nomination Committee shall also be established consisting of representatives from the three largest shareholders in the Company.
Audit committee
The audit committee is charged with the responsibility of reviewing the system of internal control, management and reporting of financial risks and the audit process. When relevant and appropriate, the Chief Financial Officer and the Company’s auditors are invited to attend the meetings, including a yearly planning stage meeting before the audit and after the audit at the reporting stage. Other Directors may also be invited to attend, although at least once a year the audit committee must meet the Company’s external auditors without any management being present.
The tasks of the audit committee include consideration of matters relating to the appointment of external auditors for Black Earth Farming and its main subsidiaries, the independence of the Company’s auditors as well as review of the audit fees. The audit committee shall also review the integrity of the Company’s annual and interim reports, preliminary results’ announcements and any other formal announcements relating to the Company’s financial performance and situation.
The Chairman of the committee must have significant knowledge and experience in accounting in general, and the accounting principles applicable to the Company in particular.
The audit committee shall meet as regularly as deemed necessary by the Board, but it should be at least four times a year, in connection with the release of the Company’s interim and full year financial statements.
Audit committee in 2008
The audit committee consists of three of the board members, namely Alex Gersh as Chairman, Henrik Persson and Paul Wojciechowski. In 2008, three meetings were held by the audit committee.
Investment committee
The investment committee, when established in 2007, was to be responsible for (i) formulating corporate policies and strategies on environmental and social responsibility issues; (ii) ensuring that the policies and strategies are well established and respected throughout the Company; (iii) co-ordinating and following up relations and communication with certain important stakeholders such as governmental and non-governmental organisations; (iv) taking initiatives for the development of relevant management procedures; (v) analysing the legal and political environment in which the Company operates; and (vi) reviewing the Company’s legal and financial risk profile within its environment.Investment committee in 2008
In 2008 the Board in full subsumed the functions of the investment committee, as defined above, whose business in 2008 was instead conducted within the framework of ordinary board meetings with all members of the board and not separately. Board discussions relating to Investment Committee issues were led by Vladimir Averchev as previous Investment Committee chairman.