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Board Committees
The Board of Directors of Global Ports has established three committees: an audit and risk committee, a nomination committee and a remuneration committee. A brief description of the terms of reference of the Committees is set out below.
Audit and Risk Committee (formerly the Audit Committee)
The audit and risk committee comprises three non-executive directors and expects to meet at least four times each year. Currently the audit and risk committee is chaired by Siobhan Walker, and Mikhail Loganov and Konstantin Shirokov are the other members. The audit and risk committee is responsible for considering, amongst other matters:
- the integrity of the Company’s financial statements, including its annual and interim accounts, and the effectiveness of the Company’s internal controls and risk management systems;
- external and internal auditors’ reports; and
- the terms of appointment and remuneration of the external auditor.
The committee supervises and monitors, and advises the Board of Directors on, risk management and control systems and the implementation of codes of conduct. In addition, the audit and risk committee supervises the publication by the Company of financial information and a number of other audit related issues and assesses the efficiency of the work of the Chairman of the Board of Directors.
Nomination Committee
Currently the nomination committee is chaired by Bryan Smith and the other members are Alexander Iodchin and Nikita Mishin. The committee’s role is to prepare selection criteria and appointment procedures for members of the Board of Directors and to review on a regular basis the structure, size and composition of the Board of Directors. In undertaking this role, the committee refers to the skills, knowledge and experience required of the Board of Directors given the Company’s stage of development and makes recommendations to the Company’s Board of Directors as to any changes. The committee also considers future appointments in respect of the composition of the Board of Directors as well as making recommendations regarding the membership of the audit and remuneration committees.
Remuneration Committee
Currently the remuneration committee is chaired by Bryan Smith, and the other members are Mikhail Loganov and Nikita Mishin. The remuneration committee is responsible for determining and reviewing, amongst other matters, the Company’s remuneration policies. The remuneration of independent directors is a matter for the Chairman of the Board of Directors and the executive directors. No director or manager may be involved in any decisions as to his/her own remuneration.