Managing conflicts of interest
The Board of Directors and, above all, independent directors are actively involved in discussing issues where a potential conflict of interest may arise (preparation of financial and non-financial statements, approval of interested-party transactions, nomination of candidates to the executive body, remuneration for members of the executive body, etc.). All Board Committees are currently chaired by independent directors, and the Audit Committee is comprised of independent directors only.
In addition, Philip Dayer is the Non-Executive chairman of VTB Capital plc (“VTB”) and from time to time KMG engages VTB’s advisory services. In those cases, Philip Dayer has no part in the decision to engage VTB and he will receive no direct or indirect benefit from any such engagement.
There are no conflicts of interest related to the service of members of the Board of Directors or Management Board on governing bodies of other organisations.