Annual Report 2012

Directors' remuneration

Under the Corporate Governance Code, the general meeting may resolve to remunerate the members of the Board of Directors during their term of office and/or reimburse expenses incurred during the discharge of their duties as members of Acron’s Board of Directors. Remuneration and reimbursement are determined by the general meeting. Remuneration paid to Board of Directors members is consistent with their contribution to the Group’s performance and is determined through an assessment of the work performed by each member.

Remuneration paid to the Chief Executive Officer and Managing Board members depends on the Group’s performance and a complex assessment of their work.

Remuneration of all types paid by Acron to Board of Directors and Managing Board members for 2012

Remuneration Amount (RUB ‘000)
Salary 133,060
Bonuses 388,754
Compensation for expenses 6,111
Other 2,581
Total 530,506

Shares in Acron and subsidiary companies held by members of the Board of Directors and the Managing Board

Members of the Board of Directors and the Managing Board Date of change Number of common shares in Acron as of December 31, 2012 Interest in Acron’s authorised capital (%)*
Alexander Popov 13,021 0.032
Igor Belikov
Vladimir Gavrikov
Egor Gissin
Alexander Dynkin
Viktor Kochubey
Valery Shvalyuk
Vladimir Kunitsky ** 14,882 0.037

Ivan Antonov
February 8, 2012 (purchase of 500 shares) 30,500 0.064
November 21, 2012 (purchase of 1,500 shares) 32,000 0.079
Oscar Valters 4,163 0.01
Alexei Milenkov *** 790 0.002
Dmitry Khabrat

* Shareholdings in Acron’s authorised capital by members of the Board of Directors and the Managing Board increased due to a decrease in Acron’s authorised capital.

** Vladimir Kunitsky holds 95,910 preferred shares (0.01%) and 10,420 common shares (0.001%) in Dorogobuzh.

*** Alexei Milenkov holds 8,000 preferred shares (0.0009%) in Dorogobuzh.

D&O insurance

In March 2013, Acron signed a D&O Insurance Agreement with VTB Insurance. The Company’s liability is limited to USD 75 million, which is the average level for companies in this sector with a similar capitalisation level. The insurance covers officers of Acron and all subsidiaries irrespective of the country of their location.

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