Corporate Governance

AVANGARDCO IPL is incorporated in Cyprus but, as its shares are not listed on the Cyprus Stock Exchange, it is not required to comply with the corporate governance regime of Cyprus.

AVANGARDCO IPL shares are traded on the London Stock Exchange in the form of GDRs but, as it does not have a premium listing and as a company incorporated in Cyprus, the Сompany is not subject to the UK Combined Code on Corporate Governance issued by the Financial Reporting Council.

In the absence of any mandatory requirements, AVANGARDCO IPL is in the process of building its own corporate governance system based on international best practice recommendations.

The Company’s Board of Directors consists of three Executive Directors and one independent Non-Executive Director. The Сompany considers this to be a satisfactory balance of Board members for the purposes of decision making. In addition, this structure follows the recommendation of The UK Corporate Governance Code that the function of the Chairperson of the Board and CEO should be separated.

Audit, Nomination and Remuneration Committees

The Directors are responsible for formulating, reviewing and approving the Company's and its subsidiaries' strategies, budgets, certain items of capital expenditure and senior personnel appointments. The Directors intend to establish audit, nomination and remuneration committees, as described below, and may form other committees as necessary in order to ensure effective governance.

The audit committee shall comprise not less than three Directors, at least one of whom will be an independent non-executive Director. The audit committee's responsibilities include, among other things, reviewing the Company's financial statements, accounting policies and internal controls and overseeing its relationship with its external auditors.

The nomination committee shall comprise not less than three Directors, two of whom will be independent non-executive Directors. The nomination committee's responsibilities include, among other things, reviewing the composition of the Company's Board of Directors and making recommendations to the Board with regard to any changes.

The remuneration committee shall comprise not less than three Directors, two of whom will be independent non-executive Directors. The remuneration committee's responsibilities include, among other things, determining the Company's policy on remuneration; however, no Director or manager will be entitled to vote on any decisions regarding his or her own remuneration.

Decisions of each of the said Committees are taken by a majority vote and, in the event of the equality of votes, the Chairman of the Committee has a casting vote.