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"photo" => array:4 [
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"102-35" => "Remuneration policies"
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"201-3" => "Defined benefit plan obligations and other retirement plans"
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"203-1" => "Significant indirect economic impacts"
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"205-2" => "Communication and training about anti-corruption policies and procedures"
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"302-3" => "Energy intensity"
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"303-2" => "Management of water discharge-related impacts"
"303-5" => "Water consumption"
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0 => "This Report on Compliance with the Principles and Recommendations of the Code of Corporate Governance was reviewed by the Board of Directors of Unipro PJSC at its meeting on 05 May 2021 (Minutes No. 301 dated 06 May 2021) as part of the preliminary approval of the Company’s 2020 Annual Report."
1 => "The Board of Directors hereby certifies that this Report contains complete and reliable information on the Company’s compliance with the principles and recommendations of the Code of Corporate Governance for 2020."
2 => "The Board of Directors of Unipro PJSC states that as of the end of the reporting year, the Company has failed to respect the corporate governance principles set out in the Code of Corporate Governance in full. For more details, refer to the table below."
3 => "Unipro PJSC intends to continue its efforts to improve the corporate governance system in 2021 to meet the recommendations of the Code as much as possible."
]
]
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1 => "The total number of persons registered in the shareholder register of Unipro PJSC as of 31 December 2020 was 301,606, of which:"
2 => array:4 [
0 => "Individuals – 300 325;"
1 => "Total number of the issuer’s nominee shareholders – 11;"
2 => "Federal authorities – 3; and"
3 => "Authorities of constituent entities of the Russian Federation – 4."
]
3 => "Information on the issuer’s shareholders holding participatory interests of at least 5% of its authorized capital or at least 5% of its ordinary shares:"
4 => array:4 [
0 => "Full company name – Uniper SE;"
1 => "Location – Holzstrasse 6, 40221 Dusseldorf, Germany;"
2 => "Share in the issuer’s authorized capital – 83.73%; and"
3 => "Stake in the issuer’s total ordinary shares – 83.73%."
]
5 => array:2 [
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6 => "Pursuant to the issuer’s Articles of Association (Clause 9.1, Article 9), the issuer is managed by the following bodies:"
7 => array:4 [
0 => "<u title=' The scope of competence of the General Shareholders’ Meeting is outlined in Clause 10.2, Article 10 of the Company’s Articles of Association.'>General Shareholders’ Meeting</u>"
1 => """
<u title='The scope of competence of the Board of Directors is outlined\n
in Clause 12.1, Article 12 of the Company’s Articles of Association.'>Board of Directors</u>
"""
2 => """
<u title='The scope of competence of the Management Board is outlined\n
in Clause 18.2, Article 18 of the Company’s Articles of Association.'>Management Board</u>
"""
3 => """
<u title='The scope of competence of the Chief Executive Officer is outlined in Clauses 19.2–19.3, Article 19 of the Company’s Articles\n
of Association.'>Chief Executive Officer</u>
"""
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8 => "The General Meeting of the Shareholders is the supreme management body of the Company."
9 => "The Board of Directors is responsible for the general management of the Company, except for affairs falling within the competence of the General Shareholders’ Meeting according to the Federal Law “On Joint Stock Companies” and the Articles of Association."
10 => "If a matter falls within the competence of the Board of Directors, the Management Board and Chief Executive Officer shall not be authorized to take any action without prior approval of the Board of Directors. In certain cases, the Board of Directors is entitled to resolve on the subsequent approval of a transaction or any other matter that falls within the competence of the Board of Directors."
11 => "The matters falling within the competence of the Board of Directors cannot be delegated to either the Chief Executive Officer or the Management Board. <u title='See Section “Management Bodies” of the Annual Report for more details about independent members of the Board of Directors.'>The Company’s Board of Directors includes three independent directors.</u>"
12 => "<u title='See Section “Management Bodies” of the Annual Report for more details'>Pursuant to the resolution of the Board of Directors, the Company’s Board of Directors has formed several Committees</u> . The Committees of the Board of Directors are set up to work on the matters that fall within the competence of the Board of Directors or are investigated by the Board of Directors in order to monitor performance of the Company’s executive bodies and/or develop recommendations to the Board of Directors and executive bodies of the Company."
13 => "The governance of the Company’s day-to-day activities is performed by the Chief Executive Officer as the Company’s sole executive body and by the Management Board as a collective executive body."
14 => "The Chief Executive Officer and the Management Board report to the General Shareholders’ Meeting and the Board of Directors."
15 => "If a matter falls within the competence of the Management Board, the Chief Executive Officer shall not be authorized to take any action without prior approval of the Management Board. In certain cases, the Management Board is entitled to resolve on subsequent approval of a transaction or any other matter that falls within the competence of the Management Board."
16 => "The Chief Executive Officer is responsible for managing the Company’s day-to-day activities in accordance with the resolutions of the General Shareholders’ Meeting, the Board of Directors and the Management Board adopted within the scope of their respective competence."
17 => array:2 [
"t" => "Approval of “Special” Transactions"
"c" => "c-greentitle"
]
18 => "1. Major Transactions"
19 => "The procedure for obtaining approval to make a major transaction or subsequent approval of a major transaction is provided for by Article 79, Chapter X of the Federal Law “On Joint Stock Companies”."
20 => "2. Related-Party Transactions"
21 => "The procedure for making a related-party transaction is provided for by Article 83, Chapter XI of the Federal Law “On Joint Stock Companies”."
22 => "3. Stock Issue Transactions"
23 => "Resolutions of the General Shareholders’ Meeting shall be passed by a three-quarter majority vote of the holders of the Company’s voting shares that take part in the General Shareholders’ Meeting on the following matters:"
24 => array:3 [
0 => "Private placement of shares (the Company’s convertible issue-grade securities) pursuant to a resolution of the General Shareholders’ Meeting on increasing the Company’s authorized capital by offering additional shares (on placing the Company’s convertible issue-grade securities);"
1 => "Public offering of ordinary shares which make more than 25 (Twenty-five) percent of the previously placed ordinary shares;"
2 => "Public offering of securities convertible into ordinary shares which make more than 25 (Twenty-five) percent of the previously placed ordinary shares."
]
25 => "Resolutions of the Board of Directors on the following matters shall be passed unanimously by all elected members of the Board of Directors, not including the votes of withdrawn members of the Board of Directors:"
26 => array:2 [
0 => "Resolutions on the increase of the Company’s authorised capital through additional stock offering (Sub-Clause 6, Clause 12.1, Article 12 of the Articles of Association);"
1 => "• Resolutions on the placement of the Company’s convertible bonds and other securities convertible into shares (Sub-Clause 7, Clause 12.1, Article 12 of the Articles of Association)."
]
27 => "Resolutions on the following matters shall be passed by a majority vote of the members of the Board of Directors taking part in a physical meeting or in an absentee vote:"
28 => array:4 [
0 => "Placement of the Company’s bonds and other issue-grade securities, except as otherwise established by the Federal Law “On Joint Stock Companies” and the Articles of Association;"
1 => "Approval of documents pertaining to the issuance of shares and other securities, share buyback and redemption, when approval of such documents by the Board of Directors is provided for by the Federal Law “On Joint Stock Companies” or other regulations of the Russian Federation;"
2 => "Determination of the price (valuation) of property, the offer price and the repurchase price of the issued securities in the cases stipulated by the Federal Law “On Joint Stock Companies”;"
3 => "Approval of an independent appraiser (independent appraisers) to assess the value of the Company’s shares, property and other assets in the cases provided for by the Federal Law “On Joint Stock Companies” and the Articles of Association."
]
29 => array:2 [
"t" => "Structure of the Supervisory Bodies"
"c" => "c-greentitle"
]
30 => "According to the Articles of Association and other internal regulations, the following bodies are responsible for supervising the Company’s financial and business operations:"
31 => array:1 [
0 => "Auditor"
]
32 => "Pursuant to Clause 20.1, Article 20 of the Company’s Articles of Association, the General Shareholders’ Meeting shall appoint the Auditor on an annual basis to audit and certify the Company’s annual financial statements."
33 => "The Auditor shall audit the Company’s financial and business performance in compliance with the requirements of the law of the Russian Federation and by virtue of the contract made therewith."
34 => array:1 [
0 => "Internal Audit"
]
35 => "Pursuant to Clause 20.5, Article 20 of the Articles of Association, the Company shall set up an internal audit function for internal control over the Company’s financial and business operations."
36 => "The Internal Audit Department is a dedicated function of the Company in charge of control over financial and business operations that operates by virtue of the Regulation on the Internal Audit Department approved by the Company’s Board of Directors."
37 => "The Internal Audit Department is established, reorganized and liquidated by resolution of the Company’s Board of Directors."
38 => "In order to ensure independence and impartiality of internal audit, the internal audit function and its head shall report to the Company’s Board of Directors."
39 => array:1 [
0 => "Audit Committee of the Board of Directors"
]
40 => "The Audit Committee of the Board of Directors was established on 30 November 2006 by resolution of the Board of Directors of the Company under the Articles of Association and operates on the basis of the Regulation on the Audit Committee of the Board of Directors."
41 => "The Committee is a collective advisory body established to assist in the effective performance of the functions of the Board of Directors as they regard control over the financial and business operations of the Company."
42 => array:1 [
0 => "Revision Commission"
]
43 => "Pursuant to Clause 20.1, Article 20 of the Company’s Articles of Association (as it read prior to 14 June 2019), the General Shareholders’ Meeting shall elect members of the Revision Commission to supervise financial and business operations of the Company."
44 => "In its activities, the Revision Commission shall be governed by the Federal Law “On Joint Stock Companies” and other applicable laws of the Russian Federation, the Articles of Association and the Regulation on the Revision Commission."
45 => array:2 [
"t" => "Pursuant to Sub-Clause 10, Clause 10.2., Article 10 of the Articles of Association, election of Revision Commission members and early termination of their powers falls within the competence of the General Shareholders’ Meeting. The Annual General Shareholders’ Meeting of 14 June 2019 passed the resolution on the introduction of amendments to the Company’s Articles of Association that effectively cancel the requirement concerning mandatory establishment of the Revision Commission. Therefore, the results of the vote on the election of the revision commission were not summed up. Description of the Methodology Used by the Joint Stock Company to Assess Compliance with the Corporate Governance Principles Enshrined in the Code of Corporate Governance"
"c" => "w-bold"
]
]
]
]
3 => array:2 [
"tpl" => "text"
"data" => array:3 [
"subtitle" => "Description of the Methodology Used by the Joint Stock Company to Assess Compliance with the Corporate Governance Principles Enshrined in the Code of Corporate Governance"
"subtitleclass" => "c-greentitle"
"text" => array:2 [
0 => "The methodology used by Unipro PJSC to assess compliance with the corporate governance principles enshrined in the Code of Corporate Governance (as approved by the Board of Directors of the Bank of Russia on 21 March 2014) is based on the Guidelines for Reporting Compliance with the Principles and Recommendations of the Code of Corporate Governance (Letter of the Central Bank of Russia No. IN-06-52/8 dated 17 February 2016)."
1 => "The assessment findings are provided in the table below."
]
]
]
4 => array:2 [
"tpl" => "table"
"data" => array:2 [
"class" => "blue table-striped"
"table" => array:2 [
"thead" => array:1 [
"rows" => array:1 [
0 => array:5 [
0 => "No"
1 => "Corporate governance principles"
2 => "Compliance criteria"
3 => "Compliance status"
4 => "Comments on deviations from compliance criteria"
]
]
]
"tbody" => array:1 [
"rows" => array:104 [
0 => array:2 [
"data" => array:5 [
0 => "1"
1 => "2"
2 => "3"
3 => "4"
4 => "5"
]
"class" => "brd-top b-bluedark bg-none"
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1 => array:2 [
"data" => array:2 [
0 => "1.1"
1 => array:2 [
"t" => "The Company ensures equal and fair treatment of all shareholders as they exercise their right to contribute to corporate governance"
"cols" => 4
]
]
"class" => "brd-top b-bluedark w-bold"
]
2 => array:5 [
0 => "1.1.1"
1 => "The Company creates the most favorable environment for shareholders to take part in the General Shareholders’ Meetings, develop a reasoned position on the meeting agenda, coordinate their steps and express their opinion on the issues under consideration"
2 => array:2 [
0 => "1. The internal document of the Company that has been approved by the General Shareholders’ Meeting and governs the meeting procedure is publicly available."
1 => "2. The Company offers available means of communication, including a hotline, email and an online forum that can be used by shareholders to express their opinion and ask questions regarding the agenda when preparing for the General Shareholders’ Meeting. These actions were taken before every General Shareholders’ Meeting held in the reporting period."
]
3 => "Observed"
4 => ""
]
3 => array:5 [
0 => "1.1.2"
1 => "The procedure involving notification of an upcoming General Shareholders’ Meeting and distribution of the relevant materials enables the shareholders to duly prepare for the meeting."
2 => array:3 [
0 => "1. The notice of an upcoming General Shareholders’ Meeting is posted (published) on the corporate website at least 30 days prior to the date of the meeting."
1 => "2. The notice of the meeting specifies the venue of the meeting and the documents required to access the venue."
2 => "3. The shareholders were provided with access to the information on who proposed the agenda items and nominated candidates to the Company’s Board of Directors and the Revision Commission."
]
3 => "Observed"
4 => ""
]
4 => array:5 [
0 => "1.1.3"
1 => "At the stages of both preparation for and holding of the meeting, the shareholders were able to get the relevant meeting information and materials in a free and timely manner, address their questions to the members of the executive bodies and the Board of Directors, and communicate."
2 => array:3 [
0 => "1. In the reporting period, the shareholders were given an opportunity to address their questions to the members of the executive bodies and the Board of Directors beforehand and during the Annual General Shareholders’ Meeting"
1 => "2. The position of the Board of Directors (including dissenting opinions recorded in the minutes) on each of the agenda items covered during the reporting period has been reflected in the materials of the General Shareholders’ Meeting."
2 => "3. The Company provided authorized shareholders with access to the list of persons eligible to attend the General Shareholders’ Meeting. Such access was given from the date when the list became available to the Company in all cases when the General Shareholders’ Meeting was held in the reporting period."
]
3 => "Observed"
4 => ""
]
5 => array:5 [
0 => "1.1.4"
1 => "The exercise of the shareholder’s right to call for a General Shareholders’ Meeting, nominate candidates to the management bodies and propose agenda items was not made unreasonably complex."
2 => array:2 [
0 => "1. In the reporting period, the shareholders were free to propose any agenda items for the Annual General Shareholders’ Meeting within a minimum period of 60 days after the end of the relevant calendar year."
1 => "2. In the reporting period, the Company did not refuse to accept proposals on agenda items or nominees to the Company’s management bodies due to typing errors and other minor deficiencies in the shareholders’ proposals."
]
3 => "Observed"
4 => ""
]
6 => array:5 [
0 => "1.1.5"
1 => "Every shareholder was able to freely exercise his/her voting rights in a simple and convenient way."
2 => "1. The internal document (internal policy) of the Company includes the provisions stating that each person taking part in the General Shareholders’ Meeting may request a copy of the ballot completed thereby and certified by the Counting Commission before the end of the relevant meeting."
3 => "Observed"
4 => ""
]
7 => array:5 [
0 => "1.1.6"
1 => "The procedure of holding the General Shareholders’ Meeting established by the Company ensures equal rights for all participants to express their opinions and ask questions."
2 => array:3 [
0 => "1. The physical meetings of shareholders held in the reporting period provided enough time for reporting on the agenda items and a certain amount of time for deliberations."
1 => "2. The nominees to the Company’s management and supervisory bodies were available to answer the shareholders’ questions during the meeting where their candidacies were put to vote."
2 => "3. When resolving on the matters regarding preparation for and holding of the General Shareholders’ Meetings, the Board of Directors considered the idea of using telecommunication facilities to enable remote participation of shareholders in the General Shareholders’ Meetings in the reporting period."
]
3 => "Observed"
4 => ""
]
8 => array:2 [
"data" => array:2 [
0 => "1.2"
1 => array:2 [
"t" => "The shareholders are provided with equal and fair profit-sharing opportunities through dividends."
"cols" => 4
]
]
"class" => " w-bold"
]
9 => array:5 [
0 => "1.2.1"
1 => "The Company developed and introduced a transparent and clear mechanism for the calculation of the amount and payment of dividends."
2 => array:2 [
0 => "1. The Company has a Dividend Policy approved by the Board of Directors and disclosed to the public."
1 => "2. If the Company’s Dividend Policy draws upon financial statements in the calculation of dividends, the corresponding provisions of the Dividend Policy consider consolidated financial data."
]
3 => "Partly observed"
4 => array:10 [
0 => "1. Observed."
1 => "2. Partly observed."
2 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
3 => "Pursuant to the Law “On Joint Stock Companies”, the Company’s Dividend Policy is based on the data of the accounting (financial) statements prepared in accordance with the requirements of the Russian Federation law."
4 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company."
5 => "The Company prepares consolidated financial statements strictly subject to the International Financial Reporting Standards."
6 => "Description of the measures used by the Company to reduce the possible additional risks."
7 => "The Company’s current Dividend Policy provides for fixed amounts of dividend payments from 2019 through 2022."
8 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
9 => "If economic expediency and the interests of Company shareholders require that the consolidated data of financial statements be used, this will be enshrined in the Company’s Dividend Policy. "
]
]
10 => array:5 [
0 => "1.2.2"
1 => "The Company abstains from paying dividends if such payment, while formally compliant with the statutory restrictions, is uneconomic and may create a misperception of the Company’s activities."
2 => "1. The Company’s Dividend Policy clearly defines the financial/economic circumstances when the Company should not pay dividends."
3 => "Partly observed"
4 => array:8 [
0 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
1 => "The Company’s Dividend Policy does not expressly refer to financial/economic circumstances when the Company should not pay dividends."
2 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company."
3 => "Considering the stability of the Russian electric power market and the resulting sustainability and certainty of mid-term cash flows, the Company believes that as of the approval date of this Regulation, the dividend amounts for the coming few years may be calculated with adequate accuracy."
4 => "Description of the measures used by the Company to reduce the possible additional risks."
5 => "The Dividend Policy defines the risks that may lead to a refusal to pay dividends."
6 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
7 => "When revising the Dividend Policy once every two years, the Company will take all reasonable efforts to incorporate the provisions clearly referring to the financial/ economic circumstances when the Company should not pay dividends in the dividend policy"
]
]
11 => array:5 [
0 => "1.2.3"
1 => "The Company does its best to prevent deterioration of existing shareholders’ dividend rights."
2 => "1. In the reporting period, the Company did not take any steps that would lead to a deterioration of existing shareholders’ dividend rights."
3 => "Observed"
4 => ""
]
12 => array:5 [
0 => "1.2.4"
1 => "The Company strives to prevent its shareholders from using any means of profit (income) generation through the Company other than dividends and disposal value."
2 => "1. To prevent shareholders from using any means of profit (income) generation through the Company other than dividends and disposal value, the Company’s internal documents establish controls that ensure timely identification and approval of transactions involving parties affiliated with (related to) the substantial shareholders (persons enjoying the right to use the votes according to their voting shares) in the cases when the law does not officially recognize such transactions as related-party transactions."
3 => "Not observed"
4 => array:10 [
0 => "1. Not observed."
1 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
2 => "The Company’s internal documents establish the procedure for approving related-party transactions solely for those grounds of relation that are stipulated by the Law “On Joint Stock Companies”."
3 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company."
4 => "The other transaction control mechanisms currently meet all of the Company’s needs."
5 => "Description of the measures used by the Company to reduce the possible additional risks."
6 => "The Company has additional control transaction control mechanisms."
7 => "According to the established procedure, all contracts and agreements that the Company intends to make are subject to preliminary approval, including verification of the counterparties involved in the transactions. In the cases when the Company is aware of the parties affiliated with (related to) a substantial shareholder of the Company, such transactions are subject to approval as related-party transactions under the Law “On Joint Stock Companies”."
8 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
9 => "In 2021, the Company is going to consider the need to and, if found necessary, develop and implement controls to prevent the shareholders from using any means of profit (income) generation through the Company other than dividends and disposal value."
]
]
13 => array:2 [
"data" => array:2 [
0 => "1.3"
1 => array:2 [
"t" => "The corporate governance system and practice ensure equal conditions for all shareholders within the same category (type) of shares, including minority shareholders and foreign shareholders, and equitable treatment thereof by the Company."
"cols" => 4
]
]
"class" => " w-bold"
]
14 => array:5 [
0 => "1.3.1"
1 => "The Company created conditions for an equitable treatment of each shareholder by the management and supervisory bodies, including conditions that disallow any abuse on the part of major shareholders with respect to minority shareholders."
2 => "1. During the reporting period, the procedures for managing potential conflicts of interest between substantial shareholders were effective, and, if there were any conflicts between the shareholders at all, the Board of Directors paid due attention to them."
3 => "Observed"
4 => ""
]
15 => array:5 [
0 => "1.3.2"
1 => "The Company does not take any steps that cause or may cause artificial redistribution of corporate control."
2 => "1. In the reporting period, quasi-treasury shares did not exist or participate in voting."
3 => "Observed"
4 => ""
]
16 => array:2 [
"data" => array:2 [
0 => "1.4"
1 => array:2 [
"t" => "The share rights of shareholders are accurately and effectively accounted for, and the shareholders are free to dispose of their shares without any encumbrance."
"cols" => 4
]
]
"class" => " w-bold"
]
17 => array:5 [
0 => "1.4"
1 => "1. The quality and reliability of maintaining the register of security holders by the Company’s Registrar meet the requirements of the Company and its shareholders."
2 => "Observed"
3 => ""
4 => ""
]
18 => array:2 [
"data" => array:2 [
0 => "2.1"
1 => array:2 [
"t" => "The Board of Directors is responsible for strategic corporate management, defines the core principles and approaches towards the organization of a risk management and internal control system, controls the activity of the company’s executive bodies, and performs other key functions."
"cols" => 4
]
]
"class" => " w-bold"
]
19 => array:5 [
0 => "2.1.1"
1 => "The Board of Directors resolves on the appointment and discharge of the executive bodies, including dismissals resulting from failure to perform their duties properly. Besides, the Board of Directors ensures that the Company’s executive bodies act in compliance with the approved development strategy and are focused on the key areas of the Company’s business."
2 => array:2 [
0 => "1. The Board of Directors has the authority provided for by the Articles of Association to appoint and discharge the members of the Company’s executive bodies, as well as determine the terms and conditions of the agreements in respect of such members."
1 => "2. The Board of Directors reviewed the strategy implementation report (reports) of the Company’s sole executive body and the members of the collective executive body."
]
3 => "Observed"
4 => ""
]
20 => array:5 [
0 => "2.1.2"
1 => "The Board of Directors determines the main strategic guidelines of the Company’s activities with a long-term outlook, assesses and approves the Company’s key performance indicators and business objectives, reviews and approves the strategy and business plans on the Company’s key activities."
2 => "1. In the reporting period, the Board of Directors addressed issues related to the implementation and updating of the strategy, approval of the business plan (budget) of the Company, as well as review of the criteria and indicators (including interim ones) applicable to the implementation of the Company’s strategy and business plans."
3 => "Observed"
4 => ""
]
21 => array:4 [
0 => "2.1.3"
1 => "The Board of Directors establishes the principles of and approaches to the organization of the Company’s risk management and internal control system."
2 => array:2 [
0 => "1. The Board of Directors established the principles of and approaches to the organization of the Company’s risk management and internal control system."
1 => "2. The Board of Directors assessed the performance of the company’s risk management and internal control system in the reporting period."
]
3 => "Observed"
]
22 => array:5 [
0 => "2.1.4"
1 => "The Board of Directors defines the Company’s policy on remunerating and/or reimbursing the members of the Board of Directors, executive bodies and other key executive officers of the Company."
2 => array:2 [
0 => "1. implemented a policy on remunerating and/or reimbursing the members of the Board of Directors, executive bodies and other key executive officers of the Company, which was approved by the Board of Directors."
1 => "2. At the meetings held in the reporting period, the Board of Directors addressed issues related to the above-mentioned policy (policies)."
]
3 => "Partly observed"
4 => array:11 [
0 => "1. Partly observed."
1 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
2 => "The principles of remunerating the members of the Board of Directors are set out in detail in the Regulation on the Board of Directors of the Company approved by the General Shareholders’ Meeting of the Company. The members of the Company’s Management Board do not receive special rewards for their work as members of the Management Board. Employees of the Company who are members of the Company’s Management Board have concluded employment contracts in accordance with their positions in the Company. These contracts determine the amount of their remuneration for their duties as full-time employees of the Company. Individual employment contracts were concluded between the Company and the key executives and specify the employee remuneration and reimbursement (compensation) procedure"
3 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company."
4 => "The development and periodic review of the Remuneration Policy for the Board of Directors, as well as control over its implementation, falls within the competence of the Appointment and Remuneration Committee of the Company’s Board of Directors that considered the issue concerning approval of the Remuneration and Expense Reimbursement (Compensation) Policy for Unipro PJSC Board Members on 06 October 2020. When considering issue No. 6 “Recommendations to Improve the Corporate Governance System” on 09 December 2020, the Board of Directors supported the proposal of the Appointment and Remuneration Committee concerning the development of a separate Remuneration and Expense Reimbursement (Compensation) Policy for Unipro PJSC Board Members."
5 => "Description of the measures used by the Company to reduce the possible additional risks."
6 => "The terms and conditions of the employment contracts made with the members of the Company’s Management Board in accordance with their positions in the Company are reviewed by the Appointment and Remuneration Committee of the Company’s Board of Directors. The remuneration level of the members of the Company’s Board of Directors, Management Board, Chief Executive Officer and key executives is sufficient to recruit and retain staff, as well as to motivate managers who have the necessary professional qualities to manage the Company effectively."
7 => "In the follow-up of the meeting of the Appointment and Remuneration Committee dated 06 October 2020, the Committee instructed to develop the Remuneration and Expense Reimbursement (Compensation) Policy for Unipro PJSC Board Members and to put it before the Unipro PJSC General Shareholders’ Meeting."
8 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
9 => "In 2021, the Company plans to consider the Remuneration and Expense Reimbursement (Compensation) Policy for Unipro PJSC Board Members at the Appointment and Remuneration Committee and to put it before the Unipro PJSC General Shareholders’ Meeting for approval."
10 => "2. Observed."
]
]
23 => array:4 [
0 => "2.1.5"
1 => "The Board of Directors plays a key role in preventing, identifying and resolving internal conflicts between the Company bodies, shareholders and employees."
2 => array:2 [
0 => "1. The Board of Directors plays the key role in preventing, identifying and resolving internal conflicts."
1 => "2. The Company created a system to identify transactions involving conflicts of interest and a system of measures to resolve such conflicts."
]
3 => "Observed"
]
24 => array:5 [
0 => "2.1.6"
1 => "The Board of Directors plays the key role in ensuring the transparency of the Company, timeliness and completeness of information disclosed by the Company, and unhindered access to the Company’s documents for the shareholders."
2 => array:2 [
0 => "1. The Board of Directors approved a regulation on the information policy."
1 => "2. The Company has dedicated personnel responsible for the implementation of the information policy."
]
3 => "Observed"
4 => ""
]
25 => array:5 [
0 => "2.1.7"
1 => "The Board of Directors exercises control over the corporate governance practices in the Company and plays the key role in the Company’s major corporate events."
2 => "1. In the reporting period, the Board of Directors addressed the issue of the corporate governance practices in the Company."
3 => "Observed"
4 => ""
]
26 => array:2 [
"data" => array:2 [
0 => "2.2"
1 => array:2 [
"t" => "The Board of Directors reports to the Company’s shareholders."
"cols" => 4
]
]
"class" => " w-bold"
]
27 => array:4 [
0 => "2.2.1"
1 => "Information on performance of the Board of Directors is disclosed and provided to the shareholders."
2 => array:2 [
0 => "1. The Company’s Annual Report for the reporting period contains data on the attendance of meetings of the Board of Directors and committees by individual directors."
1 => "2. The Annual Report contains information on key findings of the performance assessment of the Board of Directors carried out in the reporting period."
]
3 => "Observed"
]
28 => array:5 [
0 => "2.2.2"
1 => "The Chairman of the Board of Directors is available for communication with the Company’s shareholders."
2 => "1. The Company applies a transparent procedure that allows shareholders to address questions and their opinions on such questions to the Chairman of the Board of Directors."
3 => "Observed"
4 => ""
]
29 => array:2 [
"data" => array:2 [
0 => "2.3"
1 => array:2 [
"t" => "The Board of Directors is an effective and professional governing body of the Company, which is capable of making unbiased independent judgments and pass resolutions that meet the interests of the Company and its shareholders."
"cols" => 4
]
]
"class" => " w-bold"
]
30 => array:5 [
0 => "2.3.1"
1 => "Only those with flawless business and personal reputation, as well as the knowledge, skills and experience required to resolve on the matters within the competence of the Board of Directors and perform the Board functions effectively are elected to the Board of Directors."
2 => array:2 [
0 => "1. The Company’s internal procedure used to assess performance of the Board of Directors includes competence assessment of the members of the Board of Directors."
1 => "2. In the reporting period, the Board of Directors (or the Nomination Committee of the Board of Directors) assessed the candidates to the Board of Directors with respect to their experience, knowledge, business reputation, conflict of interest, etc."
]
3 => "Observed"
4 => ""
]
31 => array:5 [
0 => "2.3.2"
1 => "The members of the Board of Directors are elected according to a transparent procedure that allows the shareholders to obtain enough information about the nominees to get an idea of their personal and professional qualities."
2 => "1. In all cases of holding the General Shareholders’ Meetings in the reporting period where the agenda included items on the election of the members of the Board of Directors, the Company provided shareholders with the biographies of all candidates to the Board of Directors, the findings of the assessment of such candidates carried out by the Board of Directors (or the Nomination Committee of the Board of Directors), as well as the data on the candidate’s compliance with the independence criteria as per Recommendations 102 to 107 of the Code, and the candidates’ letters of consent to be elected to the Board of Directors."
3 => "Observed"
4 => ""
]
32 => array:5 [
0 => "2.3.3"
1 => "The composition of the Board of Directors is well-balanced in terms of qualifications, experience, knowledge and business qualities of the members and other factors, and the members enjoy the confidence of shareholders."
2 => "1. As part of the performance assessment of the Board of Directors carried out in the reporting period, the Board of Directors reviewed its own requirement for qualifications, experience and business skills."
3 => "Observed"
4 => ""
]
33 => array:5 [
0 => "2.3.4"
1 => "The size of the Board of Directors makes it possible to organize the work of the Board of Directors in a most efficient way, which includes the possibility to set up committees of the Board of Directors, and ensures that substantial minority shareholders of the Company have the opportunity to elect their nominee to the Board of Directors."
2 => "1. As part of the performance assessment of the Board of Directors carried out in the reporting period, the Board of Directors addressed the issue regarding compliance of the number of the Board members to the requirements of the Company and the interests of shareholders."
3 => "Observed"
4 => ""
]
34 => array:2 [
"data" => array:2 [
0 => "2.4"
1 => array:2 [
"t" => "The Board of Directors includes a sufficient number of independent directors"
"cols" => 4
]
]
"class" => " w-bold"
]
35 => array:5 [
0 => "2.4.1"
1 => "A person is recognized as an independent director, when such person possesses enough professionalism, experience and independence to form his or her own opinion, is able to make unbiased and scrupulous judgments that do not depend on the influence of the Company’s executive bodies, certain groups of shareholders or other stakeholders. It should further be taken into account that under normal conditions, a candidate (an elected member of the Board of Directors) cannot be recognized as independent if he or she is affiliated with the Company, its substantial shareholder, major counterparty or competitor, or is related to the government."
2 => "1. In the reporting period, all independent members of the Board of Directors met all the independence criteria specified in Recommendations 102 to 107 of the Code, or were recognized as independent by the decision of the Board of Directors."
3 => "Observed"
4 => ""
]
36 => array:5 [
0 => "2.4.2"
1 => "The Company assesses compliance of the nominees to the Board of Directors with the independence criteria and performs regular review of independent directors’ compliance with the independence criteria. In this assessment, the substance shall prevail over the form."
2 => array:3 [
0 => "1. In the reporting period, the Board of Directors (or the Nomination Committee of the Board of Directors) formed an opinion about independence of each candidate to the Board of Directors and brought a relevant report to the attention of the shareholders."
1 => "2. In the reporting period, the Board of Directors (or the Nomination Committee of the Board of Directors) reviewed the independence of existing members of the Board of Directors qualified in the Annual Report as independent at least once."
2 => "3. The Company developed procedures that determine steps to be taken by a member of the Board of Directors if he or she ceases to be independent, including the obligation to notify the Board of Directors thereof in a timely manner."
]
3 => "Observed"
4 => ""
]
37 => array:5 [
0 => "2.4.3"
1 => "Independent directors make at least one third of the elected members of the Board of Directors."
2 => "1. Independent directors make at least one third of the members of the Board of Directors."
3 => "Observed"
4 => ""
]
38 => array:5 [
0 => "2.4.4"
1 => "Independent directors play the key role in the prevention of internal conflicts in the Company and implementation of major corporate actions by the Company"
2 => "1. Independent directors (that are free of conflict of interest) carry out a preliminary assessment of significant corporate actions potentially exposed to a conflict of interest, and the findings of such assessment are reported to the Board of Directors."
3 => "Observed"
4 => ""
]
39 => array:2 [
"data" => array:2 [
0 => "2.5"
1 => array:2 [
"t" => "The Chairman of the Board of Directors contributes to the most efficient performance of the functions assigned to the Board of Directors."
"cols" => 4
]
]
"class" => " w-bold"
]
40 => array:5 [
0 => "2.5.1"
1 => "An independent director is elected to the position of the Chairman of the Board of Directors, or a senior director is elected of all independent directors to coordinate the work of independent directors and maintain interaction with the Chairman of the Board of Directors."
2 => array:2 [
0 => "1. The Chairman of the Board of Directors is an independent director, or a senior director is elected of all independent directors."
1 => "2. The role, rights and responsibilities of the Chairman of the Board of Directors (and, where applicable, of the senior independent director) are duly defined in the Company’s internal documents."
]
3 => "Partly observed"
4 => array:14 [
0 => "1. Not observed."
1 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
2 => "The Chairman of the Board of Directors is not an independent director."
3 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company."
4 => "The Chairman of the Board of Directors was elected unanimously by all members of the Board of Directors as the most authoritative member of the Board of Directors who had made a significant contribution to the Company’s development and who possesses the necessary professional competence, executive experience in the industry, and an impeccable business and personal reputation."
5 => "Description of the measures used by the Company to reduce the possible additional risks."
6 => "An independent director was elected Deputy Chairman of the Board of Directors in 2019. Independent directors are heavily involved in the work of the Company’s Board of Directors and may communicate directly with the Chairman of the Board of Directors. In addition, the Committees of the Board of Directors, consisting exclusively of independent directors, are headed by independent directors."
7 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
8 => "The Company proceeds from the premise that all the members of the Board of Directors have equal rights, and also takes it into account that independent directors have not elected a senior independent director."
9 => "Taking into account the well-balanced composition of the Board of Directors, quality of preliminary study of the issues brought to the Board of Directors (including those at the level of committees consisting of independent directors), and the high activity of independent directors, the introduction of an additional post of a senior independent director will not entail any improvements in the corporate governance system of the Company."
10 => "The competence and strong performance of the Board of Directors are attested to by the Company’s financials."
11 => "The Company expects that in future, as the number of independent directors in the Board of Directors increases, an independent director may be elected as Chairman of the Board of Directors of the Company."
12 => "In 2021, the Company plans to revise the existing internal documents of the Company to possibly appoint a senior independent director."
13 => "2. Observed"
]
]
41 => array:5 [
0 => "2.5.2"
1 => "The Chairman of the Board of Directors creates a workable environment at the meetings, ensures free discussion of the agenda items and follows up on the resolutions passed by the Board of Directors."
2 => "1. Performance of the Chairman of the Board of Directors was assessed as part of the Board performance assessment procedure in the reporting period."
3 => "Observed"
4 => ""
]
42 => array:5 [
0 => "2.5.3"
1 => "The Chairman of the Board of Directors takes all necessary steps to provide the members of the Board of Directors with the information required to take informed decisions on the agenda items in a timely manner."
2 => "1. The duty of the Chairman of the Board of Directors to take steps in order to ensure that the members of the Board of Directors are provided with materials on the Board meeting agenda items in a timely manner is enshrined in the Company’s internal documents."
3 => "Observed"
4 => ""
]
43 => array:2 [
"data" => array:2 [
0 => "2.6"
1 => array:2 [
"t" => "The members of the Board of Directors act in good faith and reasonably to the benefit of the Company and its shareholders, based on sufficient awareness and with due care and caution."
"cols" => 4
]
]
"class" => " w-bold"
]
44 => array:5 [
0 => "2.6.1"
1 => "The members of the Board of Directors make decisions considering all information available, in the absence of conflict of interest and within the normal entrepreneurial risk, while treating the Company’s shareholders equitably"
2 => array:3 [
0 => "1. The internal documents of the Company stipulate that a member of the Board of Directors must notify the Board of Directors if he/she faces a conflict of interest with regard to any agenda items addressed at a meeting of the Board of Directors or a Committee of the Board of Directors, prior to discussion of the corresponding agenda item"
1 => "2. The Company’s internal documents stipulate that a member of the Board of Directors should abstain from voting on any agenda item where he/she faces a conflict of interest."
2 => "3. The Company has a procedure enabling the Board of Directors to get professional advice on the matters that fall within its competence at the expense of the Company."
]
3 => "Partly observed"
4 => array:11 [
0 => "1. Observed."
1 => "2. Observed."
2 => "3. Not observed."
3 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
4 => "The Company has no dedicated procedure enabling the Board of Directors to get professional advice on the matters that fall within its competence at the expense of the Company."
5 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company."
6 => "Pursuant to the established practice, the members of the Board of Directors did not need any professional advice that could not be given in-house without involving any third parties for a fee."
7 => "Description of the measures used by the Company to reduce the possible additional risks."
8 => "The members of the Board of Directors receive all necessary professional advice from the Committees of the Board of Directors, as well as by requesting additional information on the matters of interest from the Corporate Secretary."
9 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
10 => "Over a long period of time, such practice has proved its worth, and therefore, the Company is not planning to change it in the near future."
]
]
45 => array:5 [
0 => "2.6.2"
1 => "The rights and obligations of the members of the Board of Directors are defined and formalized in the Company’s internal documents."
2 => "1. The Company adopted and published an internal document that clearly defines the rights and obligations of the members of the Board of Directors."
3 => "Observed"
4 => ""
]
46 => array:5 [
0 => "2.6.3"
1 => "The members of the Board of Directors have enough time to fulfil their responsibilities."
2 => array:2 [
0 => "1. Individual attendance at the Board and the Board Committee meetings, as well as the time allocated by the members to prepare for the meetings, were taken into account when assessing performance of the Board of Directors in the reporting period."
1 => "2. Pursuant to the Company’s internal documents, the members of the Board of Directors must notify the Board of Directors on their intention to become a member of the management bodies in other entities (other than those controlled by the Company or its affiliates), as well as on their official appointment."
]
3 => "Observed"
4 => ""
]
47 => array:5 [
0 => "2.6.4"
1 => "All members of the Board of Directors have equal access to the Company’s documents and information. The newly elected members of the Board of Directors are provided with sufficient information about the Company and the work of the Board of Directors within the shortest possible time."
2 => array:2 [
0 => "1. According to the Company’s internal documents, the members of the Board of Directors have the right to access documents and make requests concerning the Company and the entities controlled thereby, while the executive bodies of the Company must provide the requested information and documents."
1 => "2. The Company has a formal induction program for the newly elected members of the Board of Directors."
]
3 => "Observed"
4 => ""
]
48 => array:2 [
"data" => array:2 [
0 => "2.7"
1 => array:2 [
"t" => "The meetings of the Board of Directors, preparation for and participation in such meetings by the members of the Board of Directors ensure strong performance of the Board of Directors."
"cols" => 4
]
]
"class" => " w-bold"
]
49 => array:5 [
0 => "2.7.1"
1 => "The meetings of the Board of Directors are held as required with due regard for the scale of the Company’s operations and the objectives set for the Company at a certain time."
2 => "1. The Board of Directors held at least six meetings in the reporting period."
3 => "Observed"
4 => ""
]
50 => array:5 [
0 => "2.7.2"
1 => "The Company’s internal documents establish the procedure for preparing and holding the meetings of the Board of Directors, which makes it possible for the Board members to prepare for the meeting appropriately."
2 => "1. The Company approved an internal document that defines the procedure for preparing and hold the meetings of the Board of Directors. This document, inter alia, establishes that a notice of the meeting shall normally be given at least 5 days prior to the meeting date."
3 => "Observed"
4 => ""
]
51 => array:5 [
0 => "2.7.3"
1 => "The format of the meeting of the Board of Directors depends on importance of the agenda items. The most important items are resolved at physical meetings."
2 => "1. The Company’s Articles of Association or internal document stipulate that the most important items (as listed in Recommendation 168 of the Code) must be addressed at physical meetings of the Board."
3 => "Not observed"
4 => array:8 [
0 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
1 => "The Company’s Articles of Association or internal document do not stipulate that the most important items (as listed in Recommendation 168 of the Code) must be addressed at physical meetings of the Board."
2 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company."
3 => "The form of the meetings of the Board of Directors is determined when preparing the action plan of the Company’s Board of Directors, which is subject to approval by the Board of Directors (under Clause 6.2 of the Regulation on the Board of Directors of Unipro PJSC). The format of each meeting of the Company’s Board of Directors (physical or absentee meeting) depends on the items to be included in the agenda of the relevant meeting of the Board of Directors. The need for an in-person meeting of the Board of Directors is determined by the Chairman of the Board of Directors (Clause 2.7 (2) of the Regulation on the Board of Directors of Unipro PJSC)."
4 => "Description of the measures used by the Company to reduce the possible additional risks."
5 => "Notice and materials for the meeting of the Board of Directors, whether in person or in absentia, are sent out to the members of the Board of Directors at least 7 calendar days prior to the date of the meeting (Sub-Clauses 7.6, 9.2. of the Regulation on the Board of Directors of the Company); therefore, the members of the Board of Directors are given enough time to investigate the agenda items, request additional information on the agenda items through the Corporate Secretary (Clause 3.1.(4) of the Regulation on the Board of Directors of Unipro PJSC), and suggest the format of the meeting of the Board of Directors (in person or in absentia, Clause 6.2 of the Regulation on the Board of Directors of the Company)."
6 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
7 => "In 2021, the Company plans to consider the issue of amending the Articles of Association or other internal documents."
]
]
52 => array:5 [
0 => "2.7.4"
1 => "Resolutions on the most important matters concerning the Company’s activities are passed at the Board meetings by a qualified majority or a majority of votes of all the elected members of the Board of Directors."
2 => "1. The Company’s Articles of Association stipulate that resolutions on the most important matters, as set out in recommendation 170 of the Code, must be passed at Board meetings by a qualified majority of at least three fourths of the votes, or a majority of votes of all the elected members of the Board of Directors."
3 => "Not observed"
4 => array:8 [
0 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
1 => "Clauses 15.4 and 15.5 of the Company’s Articles of Association provide a list of matters which require resolutions of the Board of Directors to be passed by a threequarter majority vote of all elected members of the Board of Directors or unanimously by all elected members of the Board of Directors. This list does not include all matters recommended in Item 170 of the Code of Corporate Governance."
2 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company."
3 => "The Board resolutions are normally adopted by a majority vote exceeding the threshold set out in this recommendation due to the adopted set of additional exploration stages for each item."
4 => "Description of the measures used by the Company to reduce the possible additional risks."
5 => "All matters brought before the Board of Directors are subject to thorough preliminary examination, including by the dedicated committees of the Board of Directors and/or the Management Board."
6 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
7 => "Currently, the Company does not deem it necessary to enshrine an extended list of matters requiring resolutions of the Board of Directors to be passed either by at least a three-quarter majority vote or by a simple majority vote of all elected members of the Board of Directors in the Articles of Association. Nevertheless, in 2021, the Company plans to consider the issue of amending the Articles of Association or other internal documents."
]
]
53 => array:2 [
"data" => array:2 [
0 => "2.8"
1 => array:2 [
"t" => "The Board of Directors sets up Committees for preliminary examination of the most important issues concerning the Company’s activities."
"cols" => 4
]
]
"class" => " w-bold"
]
54 => array:5 [
0 => "2.8.1"
1 => "To ensure a preliminary review of the matters concerning control of the Company’s financial and business operations, the Company established an audit committee composed of independent directors."
2 => array:4 [
0 => "1. The Board of Directors set up the Audit Committee composed of independent directors only."
1 => "2. The Company’s internal documents define the responsibilities of the Audit Committee, including those specified in Recommendation 172 of the Code."
2 => "3. At least one member of the Audit Committee, who is an independent director, has the experience and expertise required to prepare, analyze, review and audit the accounting (financial) statements."
3 => "4. The meetings of the Audit Committee were held at least once a quarter during the reporting period."
]
3 => "Observed"
4 => ""
]
55 => array:5 [
0 => "2.8.2"
1 => "For the purpose of preliminary review of the matters concerning the implementation of an effective and transparent remuneration policy, the Company set up a Remuneration Committee composed of independent directors and headed by an independent director other than the Chairman of the Board of Directors."
2 => array:3 [
0 => "1. The Board of Directors established a Remuneration Committee consisting of independent directors only."
1 => "2. The Chairman of the Remuneration Committee is an independent director other than the Chairman of the Board of Directors."
2 => "3. The Company’s internal documents define the responsibilities of the Remuneration Committee, including those specified in Recommendation 180 of the Code."
]
3 => "Observed"
4 => ""
]
56 => array:5 [
0 => "2.8.3"
1 => "For the purpose of preliminary review of the matters concerning human resource planning (succession planning), professional composition and efficiency of the Board of Directors, the Company set up a Nomination (Appointment/ Human Resources) Committee predominantly composed of independent directors."
2 => array:2 [
0 => "1. The Board of Directors set up a Nomination Committee (or the relevant responsibilities outlined in Recommendation 186 of the Code are exercised by another Committee) predominantly composed of independent directors."
1 => "2. The Company’s internal documents define the responsibilities of the Nomination Committee (or another Committee which combines the relevant functions), including those specified in Recommendation 186 of the Code."
]
3 => "Observed"
4 => ""
]
57 => array:5 [
0 => "2.8.4"
1 => "Considering the scale of the Company’s activities and exposure levels, the Board of Directors has made sure that the membership of its Committees meets the objectives of the Company in full. Additional Committees were either created or deemed unnecessary (e. g. the Strategy Committee, the Corporate Governance Committee, the Ethics Committee, the Risk Management Committee, the Budget Committee, the HSE Committee, etc.)."
2 => "1. In the reporting period, the Company’s Board of Directors considered the issue of whether the membership of the Board Committees is adequate to the objectives of the Board of Directors and the goals of the Company. Additional Committees were either created or deemed unnecessary."
3 => "Observed"
4 => ""
]
58 => array:5 [
0 => "2.8.5"
1 => "The membership of the Committees was determined so as to ensure that the items subject to preliminary review are discussed comprehensively, considering a variety of opinions."
2 => array:2 [
0 => "1. The committees of the Board of Directors are headed by independent directors."
1 => "2. The Company’s internal documents (policies) contain provisions under which persons other than the members of the Audit Committee, the Nomination Committee and the Remuneration Committee may not attend the meetings of the Committees without an invitation by the Chairman of the relevant Committee."
]
3 => "Observed"
4 => ""
]
59 => array:5 [
0 => "2.8.6"
1 => "The Chairmen of the Committees report on the performance of their respective Committees to the Board of Directors and Chairman of the Board on a regular basis."
2 => "1. In the reporting period, the Chairmen of the Committees reported on the performance of their respective Committees to the Board of Directors on a regular basis."
3 => "Observed"
4 => ""
]
60 => array:2 [
"data" => array:2 [
0 => "2.9"
1 => array:2 [
"t" => "The Board of Directors ensures a performance quality assessment of the Board of Directors, its Committees and members."
"cols" => 4
]
]
"class" => " w-bold"
]
61 => array:5 [
0 => "2.9.1"
1 => "The performance quality assessment of the Board of Directors is aimed at assessing the performance of the Board of Directors, its Committees and members, evaluating their adequacy for the requirements of corporate development, intensifying the efforts of the Board of Directors and identifying the areas for improvement."
2 => array:2 [
0 => "1. The self-assessment or external assessment of the Board performance carried out in the reporting period included the performance assessment of the Committees, individual members of the Board of Directors and the Board of Directors in general."
1 => "2. The findings of the self-assessment or external assessment of the Board performance carried out in the reporting period were reviewed at a physical meeting of the Board of Directors."
]
3 => "Observed"
4 => ""
]
62 => array:5 [
0 => "2.9.2"
1 => "The performance quality assessment of the Board of Directors, its Committees and members is conducted on a regular basis at least once a year. The independent performance quality assessment of the Board of Directors is conducted at least once every three years by engaging an external contractor (advisor)."
2 => "1. Within the past three reporting periods, the Company engaged an external contractor (advisor) to carry out an independent assessment of the Board performance at least once."
3 => "Observed"
4 => ""
]
63 => array:2 [
"data" => array:2 [
0 => "3.1"
1 => array:2 [
"t" => "The Corporate Secretary ensures effective day-to-day interaction with the shareholders, coordination of the Company’s actions undertaken to protect the rights and interests of the shareholders, and support of strong performance by the Board of Directors."
"cols" => 4
]
]
"class" => " w-bold"
]
64 => array:5 [
0 => "3.1.1"
1 => "The Corporate Secretary has enough knowledge, experience and qualifications to perform his or her duties, a flawless reputation and enjoys the confidence of the shareholders."
2 => array:2 [
0 => "1. The Company approved and disclosed an internal document — Regulation on the Corporate Secretary."
1 => "2. The corporate website and the Annual Report provide information on the Corporate Secretary’s background with the same level of detail as used for the members of the Board of Directors and executive management of the Company."
]
3 => "Observed"
4 => ""
]
65 => array:5 [
0 => "3.1.2"
1 => "The Corporate Secretary is independent enough from the Company’s executive bodies and has the required authority and resources to fulfil the duties assigned."
2 => "1. The Board of Directors approves the appointment, dismissal and additional remuneration of the Corporate Secretary."
3 => "Observed"
4 => ""
]
66 => array:2 [
"data" => array:2 [
0 => "4.1"
1 => array:2 [
"t" => "The level of remuneration payable by the Company is sufficient to recruit, motivate and retain the employees who possess the competence and qualifications necessary for the Company. The remuneration is paid to the members of the Board of Directors, executive bodies and other key executive officers of the Company in accordance with the remuneration policy adopted by the Company."
"cols" => 4
]
]
"class" => " w-bold"
]
67 => array:5 [
0 => "4.1.1"
1 => "The amount of remuneration payable by the Company to the members of the Board of Directors, executive bodies and other key executive officers creates sufficient motivation to ensure their strong performance and enables the Company to recruit and retain competent and qualified professionals. Nevertheless, the Company avoids overrating the level of remuneration and an unreasonably significant gap between the levels of remuneration payable to the above-mentioned persons and employees of the Company."
2 => "1. The Company adopted an internal document (documents) — the remuneration policy (policies) applicable to the members of the Board of Directors, executive bodies and other key executive officers — which clearly defines (define) the approaches to such remuneration."
3 => "Partly observed"
4 => array:9 [
0 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
1 => "The principles of remunerating the members of the Board of Directors are set out in detail in the Regulation on the Board of Directors of the Company approved by the General Shareholders’ Meeting of the Company. The members of the Company’s Management Board do not receive special rewards for their work as members of the Management Board. Employees of the Company who are members of the Company’s Management Board have concluded employment contracts in accordance with their positions in the Company. These contracts determine the amount of their remuneration for their duties as full-time employees of the Company. Individual employment contracts were concluded between the Company and the key executives and specify the employee remuneration and reimbursement (compensation) procedure."
2 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company."
3 => "The development and periodic review of the Remuneration Policy for the Board of Directors, as well as control over its implementation, falls within the competence of the Appointment and Remuneration Committee of the Company’s Board of Directors that considered the issue concerning approval of the Remuneration and Expense Reimbursement (Compensation) Policy for Unipro PJSC Board Members on 06 October 2020. When considering issue No. 6 “Recommendations to Improve the Corporate Governance System” on 09 December 2020, the Board of Directors supported the proposal of the Appointment and Remuneration Committee concerning the development of a separate Remuneration and Expense Reimbursement (Compensation) Policy for Unipro PJSC Board Members."
4 => "Description of the measures used by the Company to reduce the possible additional risks."
5 => "The terms and conditions of the employment contracts made with the members of the Company’s Management Board in accordance with their positions in the Company are reviewed by the Appointment and Remuneration Committee of the Company’s Board of Directors. The remuneration level of the members of the Company’s Board of Directors, Management Board, Chief Executive Officer and key executives is sufficient to recruit and retain staff, as well as to motivate managers who have the necessary professional qualities to manage the Company effectively"
6 => "In the follow-up of the meeting of the Appointment and Remuneration Committee dated 06 October 2020, the Committee instructed to develop the Remuneration and Expense Reimbursement (Compensation) Policy for Unipro PJSC Board Members and to put it before the Unipro PJSC General Shareholders’ Meeting."
7 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
8 => "In 2021, the Company plans to consider the Remuneration and Expense Reimbursement (Compensation) Policy for Unipro PJSC Board Members at the Appointment and Remuneration Committee and to put it before the Unipro PJSC General Shareholders’ Meeting for approval."
]
]
68 => array:5 [
0 => "4.1.2"
1 => "The Company’s remuneration policy was developed by the Remuneration Committee and approved by the Board of Directors of the Company. The Board of Directors, with the assistance from the Remuneration Committee, supervises the implementation and observance of the remuneration policy in the Company and, where required, revises and amends it."
2 => "1. In the reporting period, the Remuneration Committee reviewed the remuneration policy (policies) and the implementation practice thereof and gave relevant recommendations to the Board of Directors as necessary."
3 => "Observed"
4 => ""
]
69 => array:5 [
0 => "4.1.3"
1 => "The Company’s remuneration policy contains transparent mechanisms for determining the amount of remuneration payable to the members of the Board of Directors, executive bodies and other key executive officers of the Company, and regulates all kinds of payments, benefits and privileges granted to the said persons."
2 => "1. The Company’s remuneration policy (policies) contains (contain) transparent mechanisms for determining the amount of remuneration payable to the members of the Board of Directors, executive bodies and other key executive officers of the Company, and regulates (regulate) all kinds of payments, benefits and privileges granted to the said persons."
3 => "Partly observed"
4 => array:9 [
0 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
1 => "The principles of remunerating the members of the Board of Directors are set out in detail in the Regulation on the Board of Directors of the Company approved by the General Shareholders’ Meeting of the Company. The members of the Company’s Management Board do not receive special rewards for their work as members of the Management Board. Employees of the Company who are members of the Company’s Management Board have concluded employment contracts in accordance with their positions in the Company. These contracts determine the amount of their remuneration for their duties as full-time employees of the Company. Individual employment contracts were concluded between the Company and the key executives and specify the employee remuneration and reimbursement (compensation) procedure."
2 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company."
3 => "The development and periodic review of the Remuneration Policy for the Board of Directors, as well as control over its implementation, falls within the competence of the Appointment and Remuneration Committee of the Company’s Board of Directors that considered the issue concerning approval of the Remuneration and Expense Reimbursement (Compensation) Policy for Unipro PJSC Board Members on 06 October 2020. When considering issue No. 6 “Recommendations to Improve the Corporate Governance System” on 09 December 2020, the Board of Directors supported the proposal of the Appointment and Remuneration Committee concerning the development of a separate Remuneration and Expense Reimbursement (Compensation) Policy for Unipro PJSC Board Members."
4 => "Description of the measures used by the Company to reduce the possible additional risks."
5 => "The terms and conditions of the employment contracts made with the members of the Company’s Management Board in accordance with their positions in the Company are reviewed by the Appointment and Remuneration Committee of the Company’s Board of Directors. The remuneration level of the members of the Company’s Board of Directors, Management Board, Chief Executive Officer and key executives is sufficient to recruit and retain staff, as well as to motivate managers who have the necessary professional qualities to manage the Company effectively."
6 => "In the follow-up of the meeting of the Appointment and Remuneration Committee dated 06 October 2020, the Committee instructed to develop the Remuneration and Expense Reimbursement (Compensation) Policy for Unipro PJSC Board Members and to put it before the Unipro PJSC General Shareholders’ Meeting."
7 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
8 => "In 2021, the Company plans to consider the Remuneration and Expense Reimbursement (Compensation) Policy for Unipro PJSC Board Members at the Appointment and Remuneration Committee and to put it before the Unipro PJSC General Shareholders’ Meeting for approval."
]
]
70 => array:5 [
0 => "4.1.4"
1 => "The Company establishes a reimbursement (compensation) policy with an itemization of expenses subject to reimbursement and the level of service that the members of the Board of Directors, executive bodies and other key executive officers of the Company are entitled to. This policy may be integrated into the Company’s remuneration policy."
2 => "1. The remuneration policy (policies) or other internal documents of the Company establish the rules for reimbursement of expenses incurred by the members of the Board of Directors, executive bodies and other key executive officers of the Company"
3 => "Observed"
4 => ""
]
71 => array:2 [
"data" => array:2 [
0 => "4.2"
1 => array:2 [
"t" => "The remuneration system applicable to the members of the Board of Directors ensures approximation of the directors’ financial interests and the shareholders’ long-term financial interests."
"cols" => 4
]
]
"class" => " w-bold"
]
72 => array:5 [
0 => "4.2.1"
1 => array:2 [
0 => "The Company pays a fixed annual remuneration to the members of the Board of Directors. The Company does not pay a remuneration for participation in individual meetings of the Board of Directors or Committees of the Board of Directors."
1 => "The Company does not apply short-term incentives or additional financial incentives in respect of the members of the Board of Directors."
]
2 => "1. The fixed annual remuneration was the only form of remuneration in cash payable to the members of the Board of Directors for their work in the Board of Directors during the reporting period."
3 => "Partly observed"
4 => array:9 [
0 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
1 => "The Company’s remuneration system for the members of the Board of Directors provides for the payment of an annual and quarterly remuneration to the Board members."
2 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company."
3 => "The annual remuneration payable to the members of the Board of Directors depends on the Company’s earnings before interest, tax, depreciation and amortization (EBITDA) based on the Company’s financial statements prepared in accordance with the IFRS and validated by the Company’s auditor for the reporting financial year, for which the annual remuneration is payable."
4 => "The quarterly remuneration depends on the extent of the Board member’s participation in the physical meetings and absentee votes held in the relevant quarter."
5 => "Description of the measures used by the Company to reduce the possible additional risks."
6 => "The quarterly remuneration reflects the estimated time and labour input of the Board member associated with preparation for and participation in the meetings of the Company’s Board of Directors."
7 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
8 => "In the Company’s opinion, these remunerations fully comply with the principle of convergence of financial interests of the members of the Board of Directors and the long-term interests of Company shareholders. Nevertheless, in 2021, the Company plans to put the issue of amending the remuneration system used to compensate the Members of the Board of Directors for their work in this capacity before the General Shareholders’ Meeting."
]
]
73 => array:5 [
0 => "4.2.2"
1 => "The long-term holding of the Company’s shares facilitates approximation of financial interests of the members of the Board of Directors and the long-term interests of the shareholders to the greatest extent. However, the Company does not make the right to sell shares contingent on the achievement of certain performance indicators, and the members of the Board of Directors do not take part in employee stock option plans."
2 => "1. If the internal document (documents), i. e. the remuneration policy (policies) of the Company, suggests (suggest) a sharebased compensation for the members of the Board of Directors, the rules for holding of shares by the Board members aimed at long-term holding of such shares shall be clearly defined and disclosed."
3 => "Observed"
4 => ""
]
74 => array:5 [
0 => "4.2.3"
1 => "The Company does not provide for any additional payments or compensations in the event of early termination of powers of the members of the Board of Directors in connection with the transfer of control over the Company or other circumstances."
2 => "1. The Company does not provide for any additional payments or compensations in the event of early termination of powers of the members of the Board of Directors in connection with the transfer of control over the Company or other circumstances."
3 => "Observed"
4 => ""
]
75 => array:2 [
"data" => array:2 [
0 => "4.3"
1 => array:2 [
"t" => "The remuneration system applicable to the members of the executive bodies and other key executive officers of the Company provides for the dependence of remuneration on the Company’s performance and on their personal contribution to the achievement of such performance."
"cols" => 4
]
]
"class" => " w-bold"
]
76 => array:5 [
0 => "4.3.1"
1 => "The remuneration for members of the executive bodies and other key executive officers of the Company is determined so as to ensure reasonable and feasible proportion between the fixed component and the variable component which depends on the performance of the Company and personal (individual) contribution of the employee to the final outcome"
2 => array:3 [
0 => "1. In the reporting period, the yearly performance indicators approved by the Board of Directors were used to determine the amount of the variable remuneration component for members of the executive bodies and other key executive officers of the Company."
1 => "2. During the latest review of the remuneration system applicable to members of the executive bodies and other key executive officers of the Company, the Board of Directors (the Remuneration Committee) made sure that the Company uses a feasible proportion between the fixed component and the variable component of the remuneration."
2 => "3. The Company has a procedure that ensures a refund of unearned bonuses received by members of the Company’s executive bodies and other key executive officers to the Company."
]
3 => "Partly observed"
4 => array:12 [
0 => "1. Observed."
1 => "2. Observed."
2 => "3. Not observed."
3 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
4 => "The Company has no procedure ensuring a refund of unearned bonuses received by members of the Company’s Management Board, Chief Executive Officer or any other key executive officers to the Company."
5 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company."
6 => "The Company has a clear mechanism for paying bonuses to members of the executive bodies and other executives."
7 => "Description of the measures used by the Company to reduce the possible additional risks."
8 => "The remuneration system applicable to members of the Company’s executive bodies is based on achievement of the Company’s approved key performance indicators (KPIs)."
9 => "The performance-based remuneration is paid after the Appointment and Remuneration Committee considers the achievement of target indicators, and the Board of Directors of the Company approves the KPI report."
10 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
11 => "Therefore, considering the entire set of measures used by the Company, there is absolutely no possibility that the Company’s executive bodies or any other key executives will receive any unearned remuneration."
]
]
77 => array:5 [
0 => "4.3.2"
1 => "The Company implemented a program for long-term motivation of the members of the executive bodies and other key executive officers of the Company by using the Company’s shares (options or other derivative financial instruments for which the Company’s shares constitute the basic assets)."
2 => array:2 [
0 => "1. The Company implemented a program for long-term motivation of the members of the executive bodies and other key executive officers of the Company by using the Company’s shares (financial instruments based on the Company’s shares)."
1 => "2. The program for long-term motivation of the members of the executive bodies and other key executive officers of the Company provides that the right to sell shares and other financial instruments used under this program cannot be exercised earlier than three years after they were given to the employee. However, the Company made the right to sell them contingent on the achievement of certain performance indicators by the Company."
]
3 => "Partly observed"
4 => array:10 [
0 => "1. Observed."
1 => "2. Partly observed."
2 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
3 => "The program for long-term motivation of the members of executive bodies and other key executives of the Company does not provide for the right to own directly the shares of the Company."
4 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company."
5 => "The Company’s Board of Directors has not yet explored the issue concerning implementation of the program for longterm motivation of the members of the executive bodies and other key executive officers of the Company using the Company’s shares (financial instruments based on the company’s shares)."
6 => "Description of the measures used by the Company to reduce the possible additional risks."
7 => "The Company believes that the established practice does not expose the Company to any additional risks due to the fact that it has implemented the Program for long-term motivation of the members of executive bodies and other key executives of the Company that does not provide for the right to own directly the shares of the Company, but it is aimed at increasing their capitalization."
8 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
9 => "The rule of the shares sale is not relevant for the Company."
]
]
78 => array:5 [
0 => "4.3.3"
1 => "The amount of a severance pay (a golden parachute) payable by the Company to the members of the executive bodies or other key executive officers in the case of early termination of their powers at the initiative of the Company and without any unethical practices found with the employees does not exceed two times the fixed annual remuneration."
2 => "1. In the reporting period, the amount of a severance pay (a golden parachute) payable by the Company to the members of the executive bodies or other key executive officers in the case of early termination of their powers at the initiative of the Company and without any unethical practices found with the employees did not exceed two times the fixed annual remuneration."
3 => "Observed"
4 => ""
]
79 => array:2 [
"data" => array:2 [
0 => "5.1"
1 => array:2 [
"t" => "The Company created a well-performing risk management and internal control system, ensuring reasonable confidence in the achievement of the Company’s goals."
"cols" => 4
]
]
"class" => " w-bold"
]
80 => array:5 [
0 => "5.1.1"
1 => "The Company’s Board of Directors defined the principles for and approaches towards the organization of the Company’s risk management and internal control system."
2 => "1. The functions assigned to various management bodies and units of the Company in the risk management system and internal control are clearly defined in the relevant internal documents/policy of the Company approved by the Board of Directors."
3 => "Observed"
4 => ""
]
81 => array:5 [
0 => "5.1.2"
1 => "The executive bodies of the Company ensure the implementation and maintenance of an effective risk management and internal control system in the Company."
2 => "1. The executive bodies of the Company ensured distribution of the functions and authority in respect of risk management and internal control between their subordinate managers (heads) of divisions and departments."
3 => "Observed"
4 => ""
]
82 => array:5 [
0 => "5.1.3"
1 => "The risk management and internal control system used in the Company ensures an unbiased, fair and clear understanding of the current status and prospects of the Company, integrity and transparency of the Company’s reports, and reasonability and acceptability of the risks assumed by the Company."
2 => array:2 [
0 => "1. The Company has an anti-bribery and corruption policy."
1 => "2. The Company has a simple way to report any instances of failure to observe the law, the Company’s internal procedures or the Code of Ethics to the Board of Directors or the Audit Committee of the Board of Directors."
]
3 => "Partly observed"
4 => array:10 [
0 => "1. Observed."
1 => "2. Partly observed."
2 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
3 => "The Company has no direct means to report any violations of the law, the Company’s internal procedures or Code of Ethics to the Board of Directors or the Audit Committee of the Board of Directors."
4 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company."
5 => "Due to the other procedures established by the Company, the Board of Directors did not consider the issue concerning the expediency of instituting a method of direct address to the Board of Directors or relevant Committee."
6 => "Description of the measures used by the Company to reduce the possible additional risks."
7 => "The Company has a hotline that may be used by employees to notify the Person Responsible for the Code of Corporate Conduct on any potential instances of failure to observe the law, the Company’s policies or procedures, in particular in such areas as antitrust law, stock market laws and insider information regulations, as well as on the instances of failure to comply with the Code of Conduct on the part of the Company employees, instances of corruption, fraud (falsifications, dishonesty, misappropriation and embezzlement of property). If necessary, important issues are laid before the Company’s Management Board and dedicated Committees of the Company’s Board of Directors."
8 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
9 => "The Company is planning to consider the possibility of expanding the Audit Committee’s authorities with the authority to request information on the violations of the law, the Company’s internal procedures or Code of Ethics."
]
]
83 => array:5 [
0 => "5.1.4"
1 => "The Company’s Board of Directors takes the necessary measures to make sure that the risk management and internal control system existing in the Company complies with the principles for and approaches towards its organization, as determined by the Board of Directors, and is functioning effectively."
2 => "1. In the reporting period, the Board of Directors or the Audit Committee of the Board of Directors assessed the performance of the Company’s risk management and internal control system. The details of the key assessment findings have been incorporated in the Company’s Annual Report."
3 => "Observed"
4 => ""
]
84 => array:2 [
"data" => array:2 [
0 => "5.2"
1 => array:2 [
"t" => "The Company arranges internal auditing for the purpose of regular independent assessment of reliability and efficiency of the risk management and internal control system and the corporate governance practice."
"cols" => 4
]
]
"class" => " w-bold"
]
85 => array:5 [
0 => "5.2.1"
1 => "The Company set up a dedicated function or engaged an independent external contractor to perform the internal audit functions. The administrative and functional reporting lines for the Internal Audit Department are different. The Internal Audit Department is functionally subordinate to the Board of Directors of the Company."
2 => "1. The Company set up a dedicated function to be in charge of internal audit functionally subordinate to the Board of Directors or the Audit Committee, or engaged an independent external contractor following the same reporting principle."
3 => "Observed"
4 => ""
]
86 => array:5 [
0 => "5.2.2"
1 => "The Internal Audit Department carries out the assessment of the internal control system efficiency, the assessment of the risk management system efficiency, and the assessment of the corporate governance system. The Company applies the generally accepted standards of internal auditing."
2 => array:2 [
0 => "1. In the reporting period, the performance assessment of the internal control and risk management system was carried out as part of the internal audit program."
1 => "2. The Company applies the generally accepted approaches to internal control and risk management."
]
3 => "Observed"
4 => ""
]
87 => array:2 [
"data" => array:2 [
0 => "6.1"
1 => array:2 [
"t" => "The Company and its activities are transparent for shareholders, investors and stakeholders."
"cols" => 4
]
]
"class" => " w-bold"
]
88 => array:5 [
0 => "6.1.1"
1 => "The Company developed and implemented an information policy that ensures effective communication between the Company, shareholders, investors and other stakeholders."
2 => array:2 [
0 => "1. The Board of Directors of the Company approved the information policy of the Company, which is in line with the recommendations of the Code."
1 => "2. The Board of Directors (or one of its Committees) considered the issues concerning compliance with its information policy by the Company at least once during the reporting period."
]
3 => "Observed"
4 => ""
]
89 => array:5 [
0 => "6.1.2"
1 => "The Company discloses information on the corporate governance system and practice, including detailed information on compliance with the principles and recommendations of the Code."
2 => array:3 [
0 => "1. The Company discloses information on the Company’s corporate governance system and general principles of corporate governance used in the Company, including on the corporate website in the Internet."
1 => "2. The Company discloses information on the membership of the executive bodies and the Board of Directors, independence of the members of the Board of Directors and their membership in the Board Committees (as defined by the Code)."
2 => "3. If there is a controlling person, the Company publishes the controlling person’s memorandum outlining this person’s plans as they regard corporate governance in the Company."
]
3 => "Partly observed"
4 => array:11 [
0 => "1. Observed."
1 => "2. Observed."
2 => "3. Not observed."
3 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
4 => "The Company does not publish the controlling person’s memorandum outlining this person’s plans as they regard the corporate governance in the Company."
5 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company."
6 => "The controlling person’s plans for the Company constitute this person’s business secret and are not subject to disclosure, except as otherwise provided for by the law."
7 => "Description of the measures used by the Company to reduce the possible additional risks."
8 => "The Company communicates with the controlling person’s representatives, including on matters concerning publication of the controlling person’s memorandum on this person’s plans as they regard the corporate governance in the Company."
9 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
10 => "In the event that the Company becomes aware of any statements made by the controlling person concerning such plans as they regard corporate governance in the Company, the Company undertakes to publish these statements on the corporate website."
]
]
90 => array:2 [
"data" => array:2 [
0 => "6.2"
1 => array:2 [
"t" => "The Company discloses complete, up-to-date and accurate information about the Company in due time so that the Company shareholders and investors could make well-informed decisions."
"cols" => 4
]
]
"class" => " w-bold"
]
91 => array:5 [
0 => "6.2.1"
1 => "The Company discloses information in accordance with the principles of regularity, consistency and efficiency, as well as availability, reliability, completeness and comparability of the disclosed data."
2 => array:3 [
0 => "1. The Company’s information policy defines the approaches and criteria used to identify information that is capable of having a significant impact on the value of the Company and its securities and procedures that ensure well-timed disclosure of such information."
1 => "2. If the Company’s securities circulate in foreign regulated markets, the disclosure of material information in the Russian Federation and in these markets occurs simultaneously and equivalently during the reporting year."
2 => "3. If foreign shareholders hold a major package of the Company’s shares, then the disclosure was made both in Russian and one of widely spoken foreign languages during the reporting year."
]
3 => "Partly observed"
4 => array:12 [
0 => "1. Observed."
1 => "2. Observed."
2 => "3. Partly observed."
3 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
4 => "In the reporting period, the disclosure was made both in Russian and in English (partly)."
5 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company."
6 => "No requests to expand the range of the information disclosed in English from shareholders."
7 => "Description of the measures used by the Company to reduce the possible additional risks."
8 => "The information disclosed on the Company’s corporate website in English is as follows:"
9 => array:9 [
0 => "Annual reports;"
1 => "Quarterly reports;"
2 => "IFRS statements (annual and interim statements);"
3 => "Financial calendar;"
4 => "Dividend Policy;"
5 => "Equity price charts;"
6 => "Information on the members of the Board of Directors and Committees of the Board of Directors;"
7 => "Information on the members of the Company’s Management Board and executives; and"
8 => "The scope of competence of the General Shareholders’ Meeting and the Board of Directors as enshrined in the Company’s Articles of Association."
]
10 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
11 => "The Company also plans to disclose material facts in English in 2021."
]
]
92 => array:5 [
0 => "6.2.2"
1 => "The Company avoids a formal approach to disclosure and discloses material facts about its activities even if the disclosure of such information is not required by laws."
2 => array:2 [
0 => "1. In the reporting period, the Company disclosed annual financial statements and financial statements for six months prepared according to the IFRS. The Company’s Annual Report for the reporting period includes annual financial statements prepared according to the IFRS and the auditor’s report."
1 => "2. The Company discloses complete information on the structure of the Company’s capital in its Annual Report and on the corporate website in accordance with Recommendation 290 of the Code."
]
3 => "Partly observed"
4 => array:10 [
0 => "1. Observed"
1 => "2. Partly observed."
2 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
3 => "The Company does not disclose complete information on the structure of the Company’s capital in its Annual Report and on the corporate website in accordance with Recommendation 290 of the Code."
4 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company."
5 => "The structure of the share capital disclosed in appropriate Section of the Annual Report and drawn up on the basis of the data obtained from the Company’s Registrar shows that there is no need for the Company’s executive bodies to state that the Company has no information on the existing holdings of participatory interests over 5%, other than the data already disclosed by the Company. Furthermore, the Company prevents certain shareholders from acquiring control that would be disproportionate to their participatory interest in the Company’s authorized capital, e. g. based on the shareholder agreements or due to holding ordinary/preference shares with a different face value."
6 => "Description of the measures used by the Company to reduce the possible additional risks."
7 => "The Company monitors the share capital structure on a quarterly basis by sending the relevant queries to the registrar."
8 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
9 => "The Company plans to disclose complete information on the structure of the Company’s capital in its Annual Report and on the corporate website in accordance with Recommendation 290 of the Code in 2021."
]
]
93 => array:5 [
0 => "6.2.3"
1 => "As one of the most important tools of communication with shareholders and other stakeholders, the Annual Report contains information that helps to assess the performance of the Company in the reporting period."
2 => array:2 [
0 => "1. The Company’s Annual Report contains information on the key aspects of the Company’s operations and financial performance."
1 => "2. The Company’s Annual Report contains information on the environmental and social performance of the Company."
]
3 => "Observed"
4 => ""
]
94 => array:2 [
"data" => array:2 [
0 => "6.3"
1 => array:2 [
"t" => "Information and documents are provided by the Company at the shareholders’ requests in accordance with the principles of fairness and easiness."
"cols" => 4
]
]
"class" => " w-bold"
]
95 => array:5 [
0 => "6.3.1"
1 => "Information and documents are provided at the shareholders’ requests in accordance with the principles of fairness and easiness."
2 => "1. The Company’s information policy establishes an easy procedure for providing the shareholders with access to corporate information, including information about the legal entities controlled by the Company, at their request."
3 => "Observed"
4 => ""
]
96 => array:5 [
0 => "6.3.2"
1 => "In the provision of information to shareholders, a reasonable balance is ensured between the interests of individual shareholders and the interests of the Company that wishes to keep important business information confidential as it may significantly influence the Company’s competitiveness."
2 => array:2 [
0 => "1. In the reporting period, the Company did not decline any incoming information requests from the shareholders, or such refusals were reasonable."
1 => "2. In the cases defined by the Company’s information policy, the shareholders are notified of the confidential nature of information provided and undertake to keep it confidential."
]
3 => "Observed"
4 => ""
]
97 => array:2 [
"data" => array:2 [
0 => "7.1"
1 => array:2 [
"t" => "The actions that significantly affect or may affect the structure of the authorized capital and financial standing of the Company and, therefore, the shareholders’ standing (major corporate actions), are performed on fair conditions that respect the rights and interests of shareholders and other stakeholders."
"cols" => 4
]
]
"class" => " w-bold"
]
98 => array:5 [
0 => "7.1.1"
1 => "The definition of major corporate actions embraces reorganization of the Company, purchase of 30 or more percent of the Company’s voting shares (take-over), closing of major transactions by the Company, increase or reduction in the Company’s authorized capital, listing and delisting of the Company’s shares, as well as other actions that may result in major changes in the rights of shareholders or infringe their interests. The Company’s Articles of Association define a list (criteria) of transactions or other actions qualified as major corporate actions, and these actions fall within the competence of the Company’s Board of Directors."
2 => array:2 [
0 => "1. The Company’s Articles of Association define a list and criteria of transactions or other actions qualified as major corporate actions. Resolutions on major corporate actions fall within the scope of competence of the Board of Directors. Where the legislation directly assigns these corporate actions to the competence of the General Shareholders’ Meeting, the Board of Directors shall issue the necessary recommendations the shareholders."
1 => "2. The Company’s Articles of Association qualify at least the following actions as major corporate actions: reorganization of the Company, purchase of 30 or more percent of the Company’s voting shares (take-over), closure of major transactions by the Company, increase or reduction in the Company’s authorized capital, listing and delisting of the Company’s shares."
]
3 => "Partly observed"
4 => array:18 [
0 => "1. Partly observed"
1 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
2 => "The Company’s Articles of Association do not define a list of transactions or other actions qualified as major corporate actions."
3 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company. "
4 => "Not required."
5 => "Description of the measures used by the Company to reduce the possible additional risks."
6 => "The decision-making procedure recommended by the Code of Corporate Governance (referring such decisions to the competence of the Board of Directors or the General Shareholders’ Meeting under the Company’s Articles of Association or under the laws) is observed with respect to most corporate actions that are considered as major corporate actions."
7 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
8 => "In 2021, the Company plans to consider the issue on the need for amending the Articles of Association of the Company."
9 => "2. Not observed"
10 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
11 => "The Company’s Articles of Association do not define a list of transactions or other actions qualified as major corporate actions and the criteria for qualifying them as such."
12 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company."
13 => "Not required."
14 => "Description of the measures used by the Company to reduce the possible additional risks."
15 => "At the same time, the Company’s Articles of Association clearly delineate the powers of the General Shareholders’ Meeting and of the Board of Directors of the Company as they regard the matters that can be classified as major corporate actions as per the recommendations of the Code of Corporate Governance (Articles 10 and 12 of the Articles of Association of Unipro PJSC)."
16 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
17 => "In 2021, the Company plans to consider the issue on the need for amending the Articles of Association of the Company."
]
]
99 => array:5 [
0 => "7.1.2"
1 => "The Board of Directors plays the key role in making decisions or elaborating recommendations for major corporate actions based on the opinion of the Company’s independent directors."
2 => "1. The Company has a procedure under which independent directors express their opinions on major corporate actions prior to approval thereof"
3 => "Not observed"
4 => array:9 [
0 => "2. Not observed"
1 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
2 => "The Company’s Articles of Association do not define a list of and criteria for qualifying transactions or other actions as major corporate actions."
3 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company"
4 => "Not required."
5 => "Description of the measures used by the Company to reduce the possible additional risks."
6 => "At the same time, the Company’s Articles of Association clearly delineate the powers of the General Shareholders’ Meeting and of the Board of Directors of the Company as they regard the matters that can be classified as major corporate actions as per the recommendations of the Code of Corporate Governance (Articles 10 and 12 of the Articles of Association of Unipro PJSC). The Company created committees responsible for an in-depth exploration of the issues brought before the Board of Directors. These Committees are duly operating."
7 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
8 => "In 2021, the Company plans to consider the issue on the need for amending the Articles of Association of the Company."
]
]
100 => array:5 [
0 => "7.1.3"
1 => "When the Company takes major corporate actions that affect the rights and legitimate interests of its shareholders, all shareholders of the Company are treated equitably. Where the statutory mechanisms designed to protect the rights of shareholders are insufficient, the Company takes additional steps to protect the rights and legitimate interests of its shareholders. The Company is guided both by formal statutory requirements and by corporate governance principles set out in the Code."
2 => array:2 [
0 => "1. Considering the specific nature of the Company’s activities, the Company’s Articles of Association establish lower minimum criteria to qualify the Company’s transactions as major corporate actions than those stipulated by the laws."
1 => "2. In the reporting period, all major corporate actions were subjected to an approval procedure before they were taken."
]
3 => "Partly observed"
4 => array:18 [
0 => "1. Partly observed."
1 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
2 => "The Company’s Articles of Association do not define a list of transactions or other actions qualified as major corporate actions."
3 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company."
4 => "Not required."
5 => "Description of the measures used by the Company to reduce the possible additional risks."
6 => "In the meantime, pursuant to the Company’s Articles of Association, the competence of the Board of Directors includes approval of a number of transactions viewed as major transactions by the Company and the threshold for qualifying a transaction as a major transaction is significantly lower than the threshold established by the laws."
7 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
8 => "In 2021, the Company plans to consider the issue on the need for amending the Articles of Association of the Company."
9 => "2. Not observed."
10 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
11 => "The Company’s Articles of Association do not define a list of transactions or other actions qualified as major corporate actions."
12 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company."
13 => "Not required."
14 => "Description of the measures used by the Company to reduce the possible additional risks."
15 => "Pursuant to the Company’s Articles of Association, the competence of the Board of Directors includes approval of a number of transactions viewed as major transactions by the Company and the threshold for qualifying a transaction as a major transaction is significantly lower than the threshold established by the laws. All transactions mentioned above were subjected to approval prior to closing."
16 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
17 => "In 2021, the Company plans to consider the issue on the need for amending the Articles of Association of the Company."
]
]
101 => array:2 [
"data" => array:2 [
0 => "7.2"
1 => array:2 [
"t" => "The Company performs major corporate actions according to the procedure that would allow its shareholders to receive in due time full information on such actions, enable them to influence such actions, and guarantee compliance with and an adequate level of protection of their rights in the course of such actions."
"cols" => 4
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102 => array:5 [
0 => "7.2.1"
1 => "Information on taking any major corporate actions is disclosed with the explanation of the reasons, conditions and consequences of such actions."
2 => "1. In the reporting period, the Company disclosed information on major corporate actions in a timely and detailed manner, including by specifying the reasons and timing of such actions."
3 => "Observed"
4 => ""
]
103 => array:5 [
0 => "7.2.2"
1 => "The rules and procedures pertaining to major corporate actions performed by the Company are documented in the Company’s internal documents."
2 => array:3 [
0 => "1. The company’s internal documents establish a procedure for engaging an independent appraiser to evaluate the property alienated or purchased under a major transaction or a related-party transaction."
1 => "2. The company’s internal documents establish a procedure for engaging an independent appraiser to determine the purchase and redemption value of the Company’s shares."
2 => "3. The company’s internal documents contain an extended list of the grounds for recognizing the members of the company’s board of directors and other persons stipulated by the laws as related parties interested in the company’s transactions."
]
3 => "Partly observed"
4 => array:12 [
0 => "1. Observed."
1 => "2. Observed."
2 => "3. Not observed"
3 => "Summary of the Company’s operating context, environment and/or background making it impossible for the Company to comply with the recommendations."
4 => "The company’s internal documents do not contain an extended list of the grounds for recognizing the members of the Company’s Board of Directors and other persons stipulated by the laws as related parties interested in the Company’s transactions."
5 => "Explanations of specific reasons for failure to comply with the relevant provision (element) of the Code and justifications of the resolution adopted by the Company."
6 => "The Company’s Articles of Association stipulate that related-party transactions are subject to approval in accordance with Chapter XI of the Federal Law “On Joint Stock Companies”."
7 => "When determining related parties, the Company is guided by the requirements of the Russian Federation law."
8 => "Description of the measures used by the Company to reduce the possible additional risks."
9 => "Approval of all related-party transactions in due course."
10 => "Information on whether failure to comply with a provision of the Code is limited in time and whether the Company intends to ensure compliance with the relevant element of the Code in the future."
11 => "The Company sees no reasons for incorporating any additional related-party requirements."
]
]
]
]
]
]
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"subtitle" => "Planned (Expected) Actions and Activities of the Joint Stock Company to Improve the Corporate Governance Model and Practice"
"text" => array:2 [
0 => "Considering the assessment of compliance with the corporate governance principles set out in the Code of Corporate Governance, the Company plans to do as follows in the longer term:"
1 => array:8 [
0 => "Further developing the internal control and risk management system;"
1 => "Creating additional Committees under the Board of Directors dealing with various aspects of the Company’s activities, if necessary;"
2 => "Disclosing more information in English on the Company’s website;"
3 => "Dividing the jurisdictions and responsibilities between corporate management bodies on a reasonable basis;"
4 => "Ensuring a good combination of centralized decision-making and delegation of authority to various managerial levels;"
5 => "Enhancing the promptness and efficiency of decision-making;"
6 => "Enforcement and protection of rights and interests of the Company’s shareholders;"
7 => "Implementation of high standards of corporate governance ethics."
]
]
]
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2 => array:2 [
"title" => "Report on Compliance with the Principles and Recommendations of the Code of Corporate Governance"
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"pageTitle" => "Report on Compliance with the Principles and Recommendations of the Code of Corporate Governance | Unipro PJSC Annual Report for 2020"
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