Corporate governance

The holding company of the Group, O’KEY Group S.A., is a company incorporated under the Laws of the Grand Duchy of Luxembourg with Global Depositary Receipts (GDRs) listed on the London Stock Exchange.

O’KEY Group is committed to managing and conducting its operations in accordance with applicable regulations of Luxembourg and the London Stock Exchange.

We recognise our obligation to our shareholders to adopt appropriate standards of governance and control both at the Board level and within our management teams and aim to establish and support a corporate governance framework that is necessary for development of our business and meets the requirements of our shareholders.

Key elements of our corporate governance policy include:

  • Appointing individuals with relevant skills and experience to our Board of Directors and its committees with knowledge of the Group and its business to enable them to discharge their respective duties and responsibilities effectively

  • The Board is responsible for taking key decisions relating to the Group strategic direction

  • The Board exercises oversight of the Group’s internal control and risk management procedures

  • The Board is supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties

  • The Group has in place a system of Board Committees, which ensures due consideration of key decisions by experienced individuals and provides an appropriate system of checks and balances, including in the areas of remuneration and incentives

Board of directors

The Company’s Board of Directors plays the key role in organising an efficient corporate governance system. The Board is vested with the broadest powers to manage the business of the Company and to authorise and perform all acts of disposal and administration falling within the purposes of the Company.

The Board is responsible for taking the strategic decisions in respect of operation and development of the Group, as well as overseeing the risk management and internal audit function of the Group. The decisions related to the day-to-day operations of the Group a delegated to the management.

The Board is also a management body of O’KEY Group S.A. and is authorised to take all decisions in respect of O’KEY Group S.A. unless they are reserved for the General Meeting. The Board is not authorised to issue or buy back shares. The repurchase by the Company of its own shares is subject to the conditions set out in the Company Law and the Articles.

There are five members of our Board, including one independent director. The General Meeting of Shareholders appoints Board members by a simple majority of votes cast, for a period not exceeding six years or until their successors are elected.

Our current Board of Directors was elected at the General Meeting of Shareholders held on 13 October 2015.

Members of the board of directors of O’KEY Group S.A.:

Heigo Kera - Chairman of the Board of Directors of GC O’KEY

Boris Volchek - Caraden Director Member of the Audit and Remuneration Committee

Dvitrii Troitskii - Director Member of the Remuneration Committee

Dmitry Korzhev - Director Member of the Audit Committee

Mykola Buinyckyi - Independent Director Chair of the Audit Committee

Board committees

The main role of the Committees is to provide assistance to the Board in preparing and adopting decisions in its respective functional areas, as well as to ensure that matters brought for consideration by the Board of Directors are scrutinised prior to Board meetings. The meetings of the Committees usually take place before the Board meeting. Board Committees have broad procedural powers, may engage independent external experts, obtain any information from the Company’s executive management that falls within their remit and may use any other Company resources, as well as set tasks for the Company’s management.

There are two committees on the Board of Directors, the Audit Committee and the Remuneration Committee. The composition and the key responsibilities of the Board’s committees are described below.

Audit Committee 

The Audit Committee oversees the internal audit function, the effectiveness of risk management and the internal controls of the Company and the Group, and approves and monitors the performance of the internal audit plan for the year. The Audit Committee reviews and assesses the integrity of the Company’s annual and half yearly financial statements. In relation to the external Audit, the Audit committee: monitors the External Auditor’s independence, issues recommendations to the Board as to the appointment of the external auditor, monitors the management letter and recommendations of the external auditor to management and follows-up open items with management, and plans and agrees the scope of the audit of financial statements for the year with the External Auditor. The Audit Committee comprises four Board members: Mykola Buinyckyi (Committee Chairman), Boris Volchek, Dmitry Korzhev, Heigo Kera and two non-directors: Ilya Ilin and Alvidas Brusokas.

Remuneration Committee 

The responsibilities of the Remuneration Committee include reviewing compensation policy, making proposals to the full Board of Directors regarding the remuneration of Executive Directors and management, and advising on any benefit or incentive schemes. The Board of Directors determines the remuneration and any bonuses paid to the Chief Executive Officer of O’KEY Group. The Remuneration Committee includes three Board members: Heigo Kera (Committee Chairman), Boris Volchek, Dmitrii Troitskii and two non-directors: Ilya Ilin and Alvidas Brusokas.

Management

O’KEY’s management team consists of experienced professionals, whose expertise and enthusiasm drive our success. We have recruited within Russia and internationally to ensure we have the best people, who are able to bring a global perspective on the business combined with deep knowledge of the Russian marketplace. The team was further strengthened through the recruitment of selected senior managers in 2017.

O’KEY Group S.A. management team:

Miodrag Borojevic - CEO of Hypermarket and Supermarket Segment

Armin Burger - CEO of Discounter Segment

Dmitry Pryanikov - Deputy CEO of Hypermarket and Supermarket Segment

Konstantin Arabidis - CFO of Hypermarket and Supermarket Segment

Ivan Dropuljic - Commercial Operations Director of Hypermarket and Supermarket Segment

Pavel Tomanek - Sales Director of Hypermarket and Supermarket Segment       

Elena Remennikova - E-commerce Director of Hypermarket and Supermarket Segment

Milina Sevcikova-Mikulova - Private Label Commercial Director of Hypermarket and Supermarket Segment

Anton Farlenkov - Head of Strategy and M&A

Elena Polozova - Human Resources Director of Hypermarket and Supermarket Segment