At the meeting held in late December 2015, the Nomination and Remuneration Committee took note of the results of the Board of Directors’ performance assessment carried out by an external auditor in 2015. According to the auditor’s opinion, the current Board of Directors is well balanced in terms of knowledge, skills, expertise and independence.
The Company has all the key elements of efficient corporate governance in place and functioning in concert: the Board with a considerable number of independent directors, proactive Board Committees, efficient internal audit function, independent external audit, and disclosure procedures. The performance of the Board on the whole and the Board’s Chairman personally has been deemed satisfactory.
The Board of Directors performance has been regularly assessed since 2006. The composition of the Board and its procedures meet the requirements of the latest corporate practices, which helps its members to make constructive and balanced decisions in a timely manner.
Based on the available information, the independent directors were found to meet the set independence criteria. Their performance on the Board of Directors and its Committees was recognised as effective.
In the reporting period, non-executive directors were generally provided with adequate payments within the remuneration and cost compensation framework.
The matters reviewed by the Board’s Committees during the reporting period were aligned with TMK’s development priorities and fell within the Committees’ scopes of competence.
The Corporate Secretary’s performance was in line with existing good corporate practice and can be deemed satisfactory.
Communications of the Board of Directors and its Committees with the Management Board and other top managers were found to be effective. Prompt information sharing enabled the management to make constructive decisions in a timely manner and efficiently oversee their implementation.