Corporate Governance

At PhosAgro, our commitment to good corporate governance is a fundamental value for our business. We believe that good governance is a prerequisite for achieving our growth strategy. PhosAgro's governance system has been designed to support a productive and transparent relationship between the Company and its stakeholders, and to contribute to achieving stable results and creating long-term sustainable value for our shareholders.

PhosAgro's corporate governance system encompasses the management and control processes that help to ensure that we run the business effectively. It governs how decisions from shareholders' meetings, the Board of Directors and senior management are made and implemented throughout the company; and it also includes the business intelligence and risk management systems we use for decision-making as well as to monitor and control our operations.

We continually seek to ensure that our stakeholders have access to information about what is happening in the business and that they understand why strategic decisions are made.

Our dialogue with shareholders, for example, is extensive, including feedback received during meetings with PhosAgro's senior management who also sit onthe Board of Directors. Important information received from regular meetings with investors is reported tothe Board of Directors, and the Board can then analyse whether or how to react to this information. Severalof the key events listed below are a direct result of this engagement, and in December 2012 PhosAgro was awarded for "Best Progress in Developing Corporate Governance" by Russia's Investor Protection Association.

We took important steps in 2012 to further strengthen Phosagro's corporate governance and enhance interaction with stakeholders during the year, including:

1Governance Structures

In order to further implement best practice in corporate governance, in December 2012 the Board of Directors recommended, and shareholders approved, a new edition of PhosAgro's charter, which included a Management Board as the Company's governing executive body in addition to the CEO; the Board of Directors appointed the members of the Management Board in January 2013

2Independent Directors

Three independent non-executive directors served on the Board of Directors in 2012, occupying the positions of Chairman of the Board, Chairman of the Audit Committee and Chairman of the Remuneration and Human Resources Committee

3Dialogue with shareholders

Senior management conducted 10 non-deal roadshows and took part in 20 investor conferences, in addition to ongoing one-on-one meetings with shareholders throughout the year

4Transparency & Disclosure

We introduced quarterly reporting of IFRS financial results and operational results, with management-hosted conference calls in Russian and English for each of the 8 announcements


The Board approved new revisions to PhosAgro's inside information policy and a new information policy

Our corporate governance principles

The Board of Directors is accountable to PhosAgro's shareholders,
and is responsible for:
  • Formulation of the Company's strategy;
  • Establishing and maintaining systems that enable it to
    monitor PhosAgro's performance; and
  • Holding management accountable for successful
    implementation of the strategy.
We strive to ensure the appropriate disclosure of reliable information
on all significant issues relating to our operations, including
financial status, social and environmental performance,
operating results, ownership and governance structure.
PhosAgro's corporate governance system is designed
to protect shareholders' rights and ensure equal treatment
of all shareholders.
PhosAgro values the rights of all stakeholders, and seeks
to cooperate with a wide range of individuals and institutions
to find ways to ensure the Company's financial stability and its
successful, sustainable development.
Our corporate governance principles