The Executive Body
Management Board
In December 2012 shareholders approved the creation of the Management Board as a new executive body of the Company at an Extraordinary General Shareholders’ Meeting. The matters that are within the competence of the Management Board are set out in the new charter approved at the EGM, and include:
- review, revision and approval of PhosAgro’s quarterly and annual budgets;
- development of the PhosAgro’s capital expenditure plans and strategy with respect to any new business activities;
- approval of certain acquisitions and disposals with regards to securities of PhosAgro subsidiaries;
- arranging the preparation and provision to the Board of Directors reports on PhosAgro’s financial and operating performance;
- approval of incentivisation and similar documents that determine the compensation and benefit policies for PhosAgro employees; and
- election and removal of the secretary of the Management Board and his/her powers.
The Management Board, which held its first meeting in 2013, consists of Maxim Volkov, Mikhail Rybnikov, Andrey Guriev, Roman Osipov and Alexander Sharabaiko. Biographies of each of the Management Board members are provided on Board of Directors.
The Chief Executive Officer
The Chief Executive Officer manages the Company’s day-to-day activities, and prior to the creation of the Management Board at the end of 2012, the CEO was the sole executive body of PhosAgro in accordance with the Russian Federal Law on Joint Stock Companies, the Company’s Charter and the Corporate Governance Code of the Company. According to the Company’s Charter, the CEO is appointed by the Company’s Board of Directors for a period of one year andmay be dismissed by a decision of the Board of Directors at any time. The Company’s Corporate Governance Code provides that the Chief Executive Officer shall act in good faith and with due diligence to further the interests of the Company and its shareholders.
All issues related to the Company’s day-to-day operations lie within the authority and responsibility of the CEO, except for those matters thatare subject to ratification by the General Shareholders’ Meeting, the Company’s Board of Directors and/or the Management Board. The CEO, together with the Management Board is responsible for ensuring that the Company’s strategy and the decisions of the General Shareholders’ Meeting and the Board of Directors are implemented. In order toensure efficient corporate communications between the Company’s Board of Directors and the CEO, the CEO submits regular quarterly reports to the Board.
Some of the matters for which the CEO is responsible are:
- deciding on all issues relating to the Company that do not fall within the competence of the General Shareholders’ Meeting and/or theBoard of Directors;
- representing the Company before all federal and local authorities, and in meetings with organizations and entities in Russia andabroad;
- hiring and dismissing Company personnel;
- carrying out all other activities and legal steps required to be conducted on behalf of the Company in accordance with theCompany’s Charter, decisions of the Board of Directors and theGeneral Shareholders’ Meeting, and/or in accordance with currentlegislation.
Maxim Volkov has been the Chief Executive Officer of the Company since 2009.For biographical details of Mr. Volkov please see the Board of Directors section.
The Senior Management Team
We consider the Senior Management Team to be the keyindividuals with responsibility for PhosAgro’s operating and financialperformance. Working with the Management Board and CEO, thesenior management team oversees the day-to-day operations of theCompany and implements the Company’s strategy.
As of the date of publication of this annual report, the senior management team comprised the following:
Chief Executive Officer, CJSC PhosAgro AG
Chief Operating Officer, OJSC PhosAgro
Since 2013 — Chief Operating Officer, OJSC PhosAgro
Since 2012 — Chief Executive Officer, CJSC PhosAgro AG
2011–2012 — Chief Operating Officer, CJSC PhosAgro AG
2011 — Deputy Chief Operating Officer, CJSC PhosAgro AG
2008–2011 — Chief Operating Officer, CJSC PhosAgro AG
2006–2008 — Chief Financial Officer, CJSC PhosAgro
AG 2004–2006 — Chief Financial Officer, OJSC Apatit
2001–2004 — Chief Financial Officer, Deputy Chief Executive Officer for Economic Affairs and Finance, OJSC Ammophos
1998–2001 — Deputy Chief Executive Officer for Economic Affairs and Finance, OJSC Voskresensk Mineral Fertilizers
Education
Master’s degree in Economics from Lomonosov Moscow State University (Russia)
Deputy CEO for Sales and Logistics, CJSC PhosAgro AG
Deputy CEO, OJSC PhosAgro
Since 2011 — Deputy CEO for Sales and Logistics, CJSC PhosAgro AG, Deputy CEO, OJSC PhosAgro
2010–2011 — First Deputy CEO, OJSC PhosAgro
2008–2011 — Trader, CJSC PhosAgro AG
2008–2010 — Chief Executive Officer, LLC Apsis Globe
2006–2008 — Export Sales Manager for Fertilizers, CJSC PhosAgro AG
2005–2006 — Economist at the Consolidation Department, OJSC PhosAgro
2004–2005 — Economist at the Clearing Department, the Department of Planning and Methodology, the Department of Planning and Accounting Methodology, CJSC PhosAgro AG
2003–2004 — Chief Specialist at the Department of Project Preparation, OJSC Federal Centre for Project Finance
Education
Bachelor’s degree in Economics from University of Greenwich (UK)
Graduate degree from the Russian Presidential Academy of National Economy and Public Administration (Russia) PhD degree in Economics from St. Petersburg State Mining University (Russia)
Director of Strategy, CJSC PhosAgro AG
Chief Executive Officer, OJSC NIUIF
Since 2013 — Chief Executive Officer of OJSC NIUIF
Since 2013 — Director of Strategy, CJSC PhosAgro AG
2010–2013 — Chairman of the Board of Directors, the Research Institute for Fertilizers and Insectofungicides (NIUIF)
2010–2013 — Head of Strategy and Technical Policy, CJSC PhosAgro AG
2006–2010 — First Deputy Chief Executive Officer for Strategy, CJSC PhosAgro AG
2005–2006 — Deputy Chief Executive Officer for Strategy, OJSC PhosAgro
2003–2005 — Chief Executive Officer, the Research Institute for Fertilizers and Insectofungicides (NIUIF)
2002–2003 — Head of Prospective Development Department, CJSC PhosAgro AG
1999–2002 — Head of Scientific Analytics Department, the Research Institute for Fertilizers and Insectofungicides (NIUIF)
1996–1998 — Associate Professor, Mendeleev University of Chemical Technology
Education
Graduate degree from Mendeleev University of Chemical Technology (Russia)
Chief Financial Officer, CJSC PhosAgro AG
Chief Financial Officer, OJSC PhosAgro
Since 2013 — Chief Financial Officer, OJSC PhosAgro
Since 2012 — Chief Financial Officer, CJSC PhosAgro AG
2011–2012 — Head of Corporate Finance, OJSC Uralkali
2010–2011 — Financial Advisor to Chief Executive Officer, OJSC Silvinit
2005–2010 — Held various positions from Chief Specialist to Chief Financial Officer at LLC Mineral Group
2003–2005 — 1st Class Analyst at Securities and Investments Department, OJSC Silvinit
1998–2003 — Held various positions at Belaruskali Production Association
Education
Bachelor degree in Economics with Honours from Belarus State Economic University (Belarus)
MBA in Finance from Nottingham University Business School (UK)
Head of Legal, CJSC PhosAgro AG,
Deputy CEO for corporate and legal affairs, OJSC PhosAgro
Since 2011 — Head of Legal, CJSC PhosAgro AG
2010–2011 — Deputy Chief Executive Officer for Corporate and Legal Matters, OJSC PhosAgro
2006–2011 — Head of Legal Department, CJSC PhosAgro AG
2005–2006 — Deputy Chief Executive Officer for Legal Affairs, CJSC Lukoil- Neftekhim
2000–2005 — Head of Legal Department, Interkhimprom Group
Education
Master’s degree in Law from Lomonosov Moscow State University (Russia)
Human Resources Director, CJSC PhosAgro AG
Human Resources Director, OJSC PhosAgro
Since 2013 — Human Resources Director, OJSC PhosAgro
Since 2011 — Human Resources Director, CJSC PhosAgro AG
2009–2011 — Human Resources Director, CJSC Russian Standard
2008–2009 — Human Resources Director, Metinvest Ukraine
2005–2008 — Human Resources Director, Leman Commodities S.A.
1996–2005 — Held various positions at British American Tobacco (UK, Uzbekistan and Russia offices)
Education
Bachelor of Science degree in Business Management from Nottingham Trent University (UK)
Graduate degree in International Economic Relations from the Tashkent State University of Economics (Uzbekistan)
IT Director, CJSC PhosAgro AG
Since December 2012 — IT Director, CJSC PhosAgro AG
2010–2012 — Head of IT Support, CJSC PhosAgro AG
2008–2010 — Deputy Director for Corporate and Informational Systems, Systems Architect, OJSC Cherepovetsky Azot
2007–2008 — Held various positions from Head of IT to Deputy Manager, Systems Architect for Development and Support of the Corporate Information System, OJSC Apatit
2006–2007 — Head of IT, then Head of Information Systems Development and Support, CJSC PhosAgro AG
2003–2006 — Head of Mechanical Programming Department, then Technical Director, LLC Innotekh
2002–2003 — Leading Specialist for IT Development, CJSC PhosAgro AG
1997–2002 — Financial Analyst, then Leading Specialist for IT and Telecommunications, LLC Agrofinprom
Education
Bachelor’s degree in Environmental Engineering from the Mendeleev Russian Chemical Technological University
MBA in Information Management from the Russian Presidential Academy of National Economy and Public Administration
* Sergey Cherkasov became IT Director on 17 December 2012, replacing Pavel Vakhnin, who held the position throughout the remainder of 2012.
Other members of the senior management team:
| Name | Position |
|---|---|
| Sergei Bormotov | Executive Director of Kirovsk Branch,
CJSC PhosAgro AG (since 2013) Executive Director, CJSC PhosAgro AG |
| Yuriy Krugovykh | Deputy CEO, OJSC PhosAgro, Deputy CEO for Social and Information Policies, CJSC PhosAgro AG |
| Konstantin Nikitin | Director of the Kirovsk Branch,
CJSC PhosAgro AG Chief Executive Officer, OJSC Apatit |
| Alexei Grigoryev | Director of the Cherepovets Branch of CJSC PhosAgro AG |
| Vladimir Davydenko | First Deputy Director of the Kirovsk
Branch of CJSC PhosAgro AG First Deputy General Director of OJSC Apatit |
| Alexei Gribkov | Director of the Balakovo Branch of
CJSC PhosAgro AG, CEO, LLC Balakovo Mineral Fertilizers |
| Yevgeny Ivanov | Deputy CEO, CJSC PhosAgro AG |
| Vladimir Pomatilov | Deputy CEO of Mining and Chemical
Engineering LLC Director of the Cherepovets Branch of Mining and Chemical Engineering LLC |
During 2012 several changes to the management team took place in connection with corporate events at PhosAgro. These include:
- Alexei Grigoriev was named the CEO of the newly-created PhosAgro-Cherepovets, replacing Ammophos CEO Vladimir Pomatilov and Cherepovetsky Azot CEO Vladimir Davydenko;
- Vladimir Motlokhov was appointed the CEO of PhosAgro’s new R&D unit Mining and Chemical Engineering LLC; and
- Rafkat Usmanov was appointed the Director of the Volkhov Branch of CJSC PhosAgro AG and the CEO of LLC Metachem following PhosAgro increasing its stake in the company to 74.76% in December 2012.
Unless otherwise indicated, all senior managers are employed by CJSC PhosAgro AG, which is the management company for the Group.