Board of Directors

Our Board of Directors has been chaired by an Independent Director since 2011.

The Board of Directors is responsible for PhosAgro’s long-term development, providing professional, considered and accurate guidance to the Company’s management.

It operates in accordance with the Law on Joint Stock Companies, the Company’s Charter, guidelines of the UK Corporate Governance Code and generally accepted good practice in corporate governance.

Some of the key activities undertaken by the Board of Directors in 2012 included:

  • Monitoring implementation of the 2012 budget and strategic plans, and approving a new budget for 2013 based on the Company’s operational needs and strategic priorities (for more information on PhosAgro’s strategy see Our strategy);
  • Recommending dividend payments for 2011, 1H 2012 and 9M 2012; dividend payments recommended by the Board have consistently been above the 20%-40% range we committed to during the IPO (for a discussion of past dividend payments see 2012 Highlights);
  • Review of the Company’s plans with regards to the Apatit privatisation tender, and delegation of necessary decision-making powers to the CEO for PhosAgro to participate (for more information about PhosAgro’s ownership of Apatit, see Creating value by consolidating ownership of our production subsidiaries).
  • Other:
    • Election of the Chairman and Deputy Chairman of the Board;
    • Approval of the Board Committees and Committee members;
    • Review of IFRS fi nancial reporting;
    • Approval of new internal by-laws, including the insider information regulations and PhosAgro’s information policy;
    • Review of the external auditor’s performance and determining the auditor’s remuneration;
    • Approval of related party transactions.
Ensuring that PhosAgro’s internal control, internal audit and risk management systems provide accurate and timely information to management and the Board of Directors, thus ensuring effective management of the Company; evaluating the financial and operational results of the Company and its subsidiaries; putting in place systems that enable the Board of Directors to hold management accountable for its performance.
Determining a strategy that will support our longterm, sustainable growth; establishing strategic performance targets for management aimed at achieving these targets.
Considering the operational, financial and other risks that influence the Company’s operations and ensuring adequate risk management systems are in place to monitor and mitigate them; ensuring the Company’s compliance with current legislation and the principles of corporate governance.
Supporting and monitoring the Company’s sustainable business practices, including in the areas of occupational health and safety, support for the development of local communities, social and professional support for PhosAgro employees and dialogues with key stakeholders.
Control
Strategy
Risk
management
Sustainability
The Board of Directors’ primary areas of responsibility

Members of the Board of Directors

As of 31 December 2012, the Board of Directors consisted of eight members, three of whom were Independent Non-Executive Directors (INEDs). The number of Directors and the membership of the Board of Directors are determined annually by the General Shareholders’ Meeting, with the term of appointment being one year. When choosing Board members, it is of paramount importance for the Company to fi nd the right balance between professional skills and experience, independence and industry knowledge.

According to the Corporate Governance Code of PhosAgro, which accords with the UK Corporate Governance Code and meets the requirements of the UK Financial Services Authority, the criteria of independence for members of the Board of Directors are that an Independent Director:

  • cannot have had any relationship with the Company for a period of fi ve years prior to appointment to the Board;
  • cannot have any relationship with a company where any of the Company’s offi cials is a member of the other company’s Board Committee for Human Resources and Remuneration;
  • cannot be related by family to any senior manager of the Company or the Chief Executive Offi cer;
  • cannot be a representative of the Russian federal or local state authorities;
  • cannot be a senior manager in any of PhosAgro’s subsidiaries and/or hold more than 3% of the Company’s authorised capital.

The Board of Directors constantly seeks to improve its effectiveness and to comply with the recommendations of the Russian Federal Service for Financial Markets Code of Corporate Conduct, as well as internationally recognised good practice in corporate governance.

The members of the Board of Directors are normally elected at the Annual General Shareholders Meeting by cumulative voting.

During 2012, the Board of Directors held 20 meetings, six of which were carried out by absentee ballots.

Board of Directors and Committee Meeting Attendance in 2012
Name Year of birth Position Year appointed Attendance at the meetings of
Board
Audit Committee
 Strategy Committee Remuneration and HR Committee Health and Safety Committee
Held Attended Held Attended Held Attended Held Attended Held Attended
Sven Ombudstvedt 1966 Chairman of the Board of Directors Independent Non- Executive Director 2011 20 20 6 6

2 1

Marcus Rhodes 1961 Independent Non- Executive Director 2011 20 20 6 6





Ivan Rodionov 1953 Independent Non- Executive Director 2004 20 20 6 6

2 2

Vladimir Litvinenko 1955 Non-Executive Director 2010 20 20

2 2

2 2
Igor Antoshin 1963 Deputy Chairman of the Board of Directors Non- Executive Director 2006 20 20

2 2 2 2 2 2

Maxim Volkov

 1972 Executive Director 2007 20 20

2 2

2 2
Vasily Loginov 1962 Executive Director 2011 20 20





2 2
Roman Osipov 1971 Executive Director 2012 13 13

2 2



From April 2013 Mr. Loginov no longer works at the Company.

On 30 May 2012 Roman Osipov was elected to the Board of Directors. He joined the Strategy Committee on 13 June 2012, taking the place of Sven Ombudstvedt, who had been a member of the Committee from 25 May 2011.

Sven Ombudstvedt
Marcus Rhodes
Ivan Rodionov
Vladimir litvinenko
Igor Antoshin
Maxim Volkov
Vasily Loginov
Roman Osipov

Chairman of the Board of Directors
Member of the Audit and Remuneration and Human Resources Committees of the Board of Directors

Since 2011 — Chairman of the Board of Directors, OJSC PhosAgro
Since 2010 — Chief Executive Officer, Norske Skogindustrier ASA 2008—2009 — Senior Vice President, SCD SAS
2006—2008 — Chief Financial Officer and Head of Strategy, Yara International ASA
2003—2006 — Senior Vice President of Upstream Operations, Yara International ASA
2002—2003 — Senior Vice President of Corporate Strategy, Norsk Hydro ASA

Education
Master of Science degree in International Management from the Thunderbird School of Global Management (USA)
Bachelor of Science degree in Business Administration from Pacific Lutheran University (USA)

Mr. Ombudstvedt holds 4,000 GDRs (3 GDRs represent 1 ordinary share), or the equivalent of 0.001% of the Company’s authorised share capital.

Chairman of the Audit Committee of the Board of Directors

Since 2011 — Member of the Board of Directors, OJSC PhosAgro
2002 — 2008 — Audit Partner, Ernst & Young
1998 — 2002 — Audit Partner, Arthur Andersen

Education and memberships
Graduate degree in Economics from the University of Loughborough (UK)
Qualified Chartered Accountant, member of the Institute of Chartered Accountants in England & Wales (ICAEW) and member of the Non-Executive Director Group of the ICAEW
Member of the Board of Directors of Rosinter Group, Cherkizovo Group and Tethys Petroleum

Mr. Rhodes holds no shares in the Company.

Chairman of the Remuneration and Human Resources Committee,
Member of the Audit and Remuneration and Human Resources Committees of the Board of Directors

Since 2004 — Member of the Board of Directors, OJSC PhosAgro
Since 2006 — Professor, Russian State University for the Humanities
Since 2003 — Professor, National Research University “Higher School of Economics”
2005—2007 — Member of the Board of Directors, OJSC MGTS
2004—2006 —Managing Director, AIGInterros RCF Adviser
1997—2006 — Managing Director, AIG Brunswick Capital Management

Education and memberships
Graduate degree in Economics from Lomonosov Moscow State University (Russia)
Chairman of the Board of Trustees of the Venture Innovation Fund

Mr. Rodionov holds no shares in the Company.

Chairman of the Strategy Committee,
Member of the Environmental,
Health and Safety Committee of the Board of Directors

Since 2010 — Member of the Board of Directors, OJSC PhosAgro
Since 1994 — Rector, St. Petersburg State Mining University

Education and memberships
Graduate degree in Mining from Leningrad Mining Institute named after G.V. Plekhanov (now St. Petersburg State Mining University, Russia)
Doctor of Engineering Science, Professor Member of the Russian Academy of Sciences

Mr. Litvinenko directly holds shares equivalent to 5.00% of the Company’s authorised capital. Based on information available to the Company, Feivel Limited holds shares equivalent to 5.00% of PhosAgro’s share capital. In addition, all the shares in Feivel Limited are ultimately held on trust, where Mr. Litvinenko is the economic beneficiary.

Deputy Chairman of the Board of Directors Chairman of the Environmental,
Health and Safety Committee, Member of the Strategy,
Remuneration and Human Resources Committees of the Board of Directors

Since 2006 — Member of the Board of Directors, OJSC PhosAgro
2009—2013 — Chief Executive Officer, LLC Engineering Centre of PhosAgro
2006—2009— Chief Executive Officer, OJSC PhosAgro
2004—2006 — Chief Executive Officer, CJSC PhosAgro AG
2002—2005 — Chief Executive Officer, OJSC PhosAgro
2002—2004 — Member of the Board of Directors, OJSC PhosAgro

Education
Graduate degree in Economics from St. Petersburg State Mining University (Russia)

Mr. Antoshin directly holds shares equivalent to 1.99% of the Company’s authorised capital. Based on information available to the Company, Vindemiatrix Trading Limited holds shares equivalent to 5.01% of PhosAgro’s share capital. In addition, all the shares in Vindemiatrix Trading Limited are ultimately held on trust, where Mr. Antoshin is the economic beneficiary.

Chief Executive Officer,
OJSC PhosAgro Member of the Strategy, Environmental,
Health and Safety Committees of the Board of Directors

Since 2009 — Chief Executive Officer, OJSC PhosAgro
Since 2007 — Member of the Board of Directors, OJSC PhosAgro
2011–2012 — Chief Executive Officer, CJSC PhosAgro AG
2006—2009 — Chief Executive Officer, CJSC PhosAgro AG
2005—2006 — Chief Executive Officer, OJSC PhosAgro
2003—2005 — Chief Financial Officer, CJSC PhosAgro AG
Deputy Chief Executive Officer for Economic Affairs and Finance, OJSC PhosAgro
2002—2004 — Member of the Board of Directors, OJSC PhosAgro
1996—2002 — Auditor, Arthur Andersen

Education
Graduate degree in Engineering from Baltic State Technical University “VOENMEH” named after D.F. Ustinov (Russia) Master of Science degree from Bodø Graduate School of Business (Norway)

Mr. Volkov directly holds shares equivalent to 1.00% of the Company’s authorised capital. In addition, Menoza Trading Limited holds shares and GDRs equivalent to 1.23% of PhosAgro’s share capital. All the shares in Menoza Trading Limited are ultimately held on trust, where Mr. Volkov is the economic beneficiary.

Deputy Chief Executive Officer, OJSC PhosAgro
Member of the Environmental,
Health and Safety Committee of the Board of Directors

2012-2013 – Deputy Chief Executive Officer, OJSC PhosAgro
2011-2013 — Member of the Board of Directors, OJSC PhosAgro Deputy Chief Executive Officer, CJSC PhosAgro AG
2011–2012 – Chief Executive Officer, LLC PhosAgro-Region
2008—2011 — Head of Sales and Foreign Affairs, CJSC PhosAgro AG
Since 2006 — Member of the Management Board, CJSC PhosAgro AG
2006—2007 — Member of the Board of Directors, the Research Institute for Fertilizers and Insectofungicides (NIUIF)
2006—2008 — First Deputy Chief Executive Officer, CJSC PhosAgro AG
2005—2006 —First Deputy Chief Executive Officerfor Sales and Logistics, CJSC PhosAgro AG
Prior to 2005 — Held various management positions at Mars LLC, CJSC Russian Product, CJSC Mistiko and CJSC Vital

Education
Diploma in Engineering from Riga Higher Military Aviation Engineering School named after Janis Alksnis (Latvia) Qualified as an English-speaking officer at the Dzerzhinsky Higher School of the KGB (Russia)
Graduate degree in International Relations and Foreign Policy from the Red Banner Institute of the KGB named after Yuri Andropov (now the Academy of Foreign Intelligence, Russia)

Mr. Loginov holds no shares in the Company.

Director of Business Development, OJSC PhosAgro
Member of the Strategy Committee of the Board of Directors

Since 2013 – Director of Business Development, OJSC PhosAgro
2012–2013 – Advisor to the CEO, OJSC PhosAgro
2012 – Deputy CEO for Business Development, CJSC PhosAgro AG
2009–2012 – Chief Financial Officer, CJSC PhosAgro AG
2008–2009 – Deputy Chief Financial Officer, CJSC PhosAgro AG
2003–2008 – Held various financial management positions, GAZ Group
2002–2003 – Auditor, Ernst & Young
1998–2002 – Senior Consultant, Arthur Andersen

Education
Graduate degree from Baltic State Technical University “VOENMEH” named after D.F. Ustinov (Russia)
Master of Science degree from LETI Lovanium International School of Management (now the International School of Management, Russia)

Mr. Osipov holds no shares in the Company.

  • Independent Non-Executive Director
  • Non-Executive Director
  • Executive Director
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