Remuneration of the Members of the Board of Directors and the Chief Executive Body of PhosAgro

Members of PhosAgro’s Board of Directors may receive remuneration and be compensated for expenses incurred in the course of their duties in accordance with decisions of the General Shareholders’ Meeting. According to the Company’s Corporate Governance Code, the remuneration of the Board of Directors shall be in line with current market conditions and shall be at a level that enables the Company to attract, motivate and retain highly-skilled professionals to help drive the future growth and performance of the business. At the same time, the remuneration shall not exceed the amount needed to achieve this.

Remuneration of the Members of the Board of Directors and the Chief Executive Body of PhosAgro:
Members of the Board of Directors Amount of compensation per quarter, in USD
Chairman of the Board 37,500
Other Independent Non-Executive Directors — base remuneration 4,500
Chairman of the Audit Committee — additional remuneration 24,786
Chairman of the Remuneration and Human Resources Committee — additional remuneration 7,280

Executive and Non-Executive Directors of the Board of Directors are not compensated for their service on the Board, and the total compensation for the year paid to the members of the Board of Directors shall not exceed USD 500,000. In 2012, the members of the Board of Directors received remuneration in the sum of RUB 9.7 million (USD 312 thousand).

The amount of remuneration and additional compensation paid to the Chief Executive Officer of PhosAgro is regulated by a contract between the Chief Executive Officer and the Company, which is signed and approved by the Company's Board of Directors. The total remuneration reflects the CEO's qualifications and takes into account the particular contribution of the CEO to the financial results of the Company.

The remuneration of the Company's senior managers consists of base salary, which is paid monthly, plus additional compensation, paid quarterly and annually. Payment of additional compensation is based on achievement of the Company's key performance indicators, and on accomplishing additional tasks and goals, as set by the Board of Directors and CEO for the reporting quarter or year. The key performance indicators for each individual senior manager are set by period, and mainly consist of indicators for sustaining operational efficiency as well contribution to achieving corporate growth and strategy.

The annual additional compensation is calculated by adding percentages (as set by the Board of Directors) of:

  • the Company's EBITDA for the reporting period; and
  • the Company's profit for the period under IFRS.

The aggregate amount of remuneration paid by the Company to the Chief Executive Officer and the 15 members of the Senior Management Team for their services to the Company in all capacities during the year ended 31 December 2012 was RUB 354.3 million in salary and additional compensation (2011 RUB 452 million).