Corporate governance framework
Governance, management and control responsibilities at the Company are vested in shareholders (via the General Meeting of Shareholders), the Board of Directors, the collective executive body (the Management Board) and the sole executive bodies (the President and the Chief Executive Officer) pursuant to applicable Russian corporate laws, Magnit’s Articles of Association and internal policies.
Corporate governance bodies
PJSC Magnit has built a robust corporate governance system and internal controls over its financial and economic activities.
The Company’s highest decision-making body is the General Meeting of Shareholders.
The Board of Directors is elected by shareholders and is accountable to them. It provides strategic oversight and monitors the activities of Magnit’s executive bodies – the CEO (Chairman of the Management Board), President and Management Board.
The executive bodies are responsible for day-to-day management of the Company and perform tasks set by the shareholders and the Board of Directors.
In accordance with the Company’s internal regulations, there are four committees under the Board of Directors:
- Audit Committee
- HR and Remuneration Committee
- Strategy Committee
- Capital Markets Committee
The Internal Audit Department analyses and evaluates the risk management and internal control system, as well as corporate governance.
The Corporate Governance Department carries out the duties of the Corporate Secretary, ensuring the efficient shareholder engagement, coordination of the Company’s actions aimed at protection of shareholders’ rights and interests, as well as support of the efficient operation of the Board of Directors.
In its corporate governance practices, Magnit adheres to the following regulations:
- Russian laws
- Moscow Exchange listing rules
- Corporate Governance Code recommended by the Bank
of Russia For the full Report on Compliance with the Principles and Recommendations of the Corporate Governance Code prepared according to the recommendation letter of the Bank of Russia dated 27 December 2021 No. IN-06-28/102, see Appendix 1. .
The Company’s activities are governed by the new edition of its Articles of Association approved by the annual General Meeting of Shareholders of PJSC Magnit on 10 June 2021 and internal