Board Committees

The Board of Directors has established an audit committee, a nomination committee, a remuneration committee and a capital expenditure committee, with the responsibilities stated below. From time to time, further committees may be established by the Board of Directors.

Audit Committee

The audit committee assists the Board of Directors with the review of Lenta’s internal and external audit activities, including the review of internal control systems, compliance with financial reporting requirements, and the scope, results and cost effectiveness of external audit. This committee consists of three directors, each with financial experience; currently, these are:

  • Michael Lynch-Bell (Independent, Chairman)
  • Anton Artemyev (Independent)
  • Stephen Johnson (Independent)

Nomination Committee

The nomination committee makes recommendations to the Board of Directors as regards the appointment of new directors (aside from Major Shareholder nominees, the CEO and the CFO), working to identify, interview and select candidates with suitable industry or key competency experience, and assessing the independence of such candidates. The committee also reviews senior management appointments and company-wide succession planning and other human resources related matters. This committee consists of five directors; currently, these are:

  • Stephen Johnson (Independent, Chairman)
  • Michael Lynch-Bell (Independent)
  • Anton Artemyev (Independent)
  • John Oliver (Major Shareholder nominee)
  • Dmitry Shvets (Major Shareholder nominee).

Remuneration Committee

The remuneration committee assists the Board of Directors in discharging its responsibilities in relation to remuneration, including reviewing Lenta’s overall compensation policy, making proposals to the Board of Directors as to the remuneration of the directors of the Company and of Lenta’s Senior Management, and advising on (and administering) Lenta management incentive plans. This committee consists of five directors; currently, these are:

  • Stephen Johnson (Independent, Chairman)
  • Michael Lynch-Bell (Independent)
  • Anton Artemyev (Independent)
  • John Oliver (Major Shareholder nominee)
  • Dmitry Shvets (Major Shareholder nominee).

Capital Expenditure Committee

The capital expenditure committee has the power, delegated from the Board of Directors, to review, modify and approve proposals relating to significant capital expenditure, which should be referred to this committee where the amount to be expended exceeds U.S.$2 million. This committee works within the framework of guidance provided by the Board of Directors as regards strategic, budgetary and return requirements. The capital expenditure committee also advises the Board of Directors as regards proposed projects which do not comply with this framework and are accordingly referred to the full Board of Directors. This committee consists of four directors; currently these are:

  • Dmitry Shvets (Major Shareholder nominee, Chairman)
  • Stephen Johnson (Independent)
  • John Oliver (Major Shareholder nominee)
  • Martin Elling (Major Shareholder nominee).