Corporate Governance


The governance of Terra Nova Group is attended to by the following bodies:
  • The General Meeting of Shareholders;
  • The Board of Directors;
  • The CEO and Management Team.
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Board of Directors


The Board of Terra Nova Group is responsible for the leadership and top-level management of the company. Key responsibilities of the Board comprise formulation of the Group’s overall strategies and policies, the setting of performance and management targets, evaluation of business performance and supervision of management’s performance. The Board of Directors meets on a regular basis.



CEO


The CEO is responsible for leading the development and execution of the Group’s long term strategy with a view to creating shareholder value. The CEO’s leadership role also entails being ultimately responsible for all day-to-day management decisions and for implementing the Company’s long and short term plans. The CEO acts as a direct liaison between the Board and management of the Company and communicates to the Board on behalf of management. The CEO also communicates on behalf of the Company to shareholders, employees, Government authorities, other stakeholders and the public.



COO


The Group COO is responsible for leading and managing Group operations in Russia, by marshaling resources to the most productive uses with the aim of creating maximum value for the company's stakeholders. The COO manages day-to-day production activities in line with the Group's budget planning, and provides regular reporting to CEO and the Board of Directors with a view to further integrate, consolidate and standardise operations across the North West region.

Management & organization structure

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Corporate governance standards


Terra Nova Group aims to achieve optimal operational efficiency and act with strict observance of all laws and regulations, pursuing our business activities in a fair and honest manner with adherence to the principles of good governance at all times. Terra Nova Group has deveoloped a set of guiding corporate governance standards and guidelines in accordance with OECD principles to ensure the basis for an effective corporate governance framework. These guidelines ensure commitment to:
  • The rights of shareholders and key ownership functions: Terra Nova Group respects the rights of all shareholders and will assist shareholders to exercise those rights where necessary. TerraNova is committed to assisting shareholders exercise their rights by effectively communicating information that is understandable and accessible, and to encourage shareholders to participate in general meetings.
  • The equitable treatment of shareholders: Terra Nova Group recognises the legal and other obligations to all legitimate shareholders; minority, foreign or otherwise.
  • The role of stakeholders in corporate governance: Terra Nova Group recognises the importance of effective management of stakeholder relations. Terra Nova Group has developed a code of conduct for directors and executives that promotes ethical and responsible decision making. The company is committed to the highest levels of integrity and ethical behaviour and has issued a Code of practice to employees.
  • Disclosure and transparency: Information transparency allows investors to objectively evaluate corporate governance practices and risks of investing in the Group. Disclosure solves the problem of ensuring information transparency as a basis of improving competitiveness. To achieve a high level of control, integrity and responsibility Terra Nova Group considers it necessary to disclose the roles and responsibilities of the Board of Directors and the management team. Terra Nova Group has not yet implemented procedures for independent verification of the company’s financial reporting but does have an independent and rigorous internal audit and control function.
  • The responsibilities of the board: Terra Nova Group recognises that the board requires a range of skills and understanding to deal with various business issues, whilst retaining the ability to review and challenge management performance. Terra Nova Group recognises that the board must consist of members with adequate commitment to fulfil its responsibilities and duties in a responsible manner. The board of Terra Nova Group has adopted formal procedures regular board meetings including working through a formal agenda, addressing strategic and operational issues and ensuring that minutes are taken.

Terra Nova Group has adopted corporate governance codes of best practice to engender investor confidence in its business activities. These codes also serve as benchmarks for monitoring and implementing corporate practices and policies at the company level.

Code of Conduct / Code of Practice / Information Policy / Communication Policy / IT and Internet policy



Audit Committee


The Audit Committee is responsible for the system of supervision and control oа financial and economic activities of the entire Group, including:
  • control over the completeness and accuracy of tax, accounting and management reporting systems;
  • supervision of the bookkeeping principles;
  • supervision and control of internal processes and the development of proposals for the improvement of internal control procedures.