Corporate governance system

Corporate governance system

Rusagro is committed to upholding the Russian and international standards and best practices in corporate governance. Rusagro's major shareholders and directors are convinced that an effective corporate governance system ensures the Company's successful development and is key to more stable business, stronger investment appeal and higher shareholder value.

Rusagro recognises the extent to which the quality of its corporate governance system affects its investment appeal, the confidence of the investment community and its business reputation, and aims to continuously improve and comprehensively develop its corporate governance system.

Increased requirements for the quality of corporate governance stem from the Company's public status. The global depositary receipts (GDRs) issued for the Company’s shares are listed on London and Moscow stock exchanges.

ROS AGRO PLC corporate documents are available on the Company's website
The Company’s fundamental documents on corporate governance are listed below:

Code of Business Conduct and Ethics

A new version of 2014 Code of Business Conduct and Ethics (hereinafter – the Code) was approved in 2017. The Code encompasses as follows:

  • basic rules, principles and values of the Company and its employees;
  • standards of business and social conduct;
  • ethical standards for internal and external corporate relations;
  • principles of social commitment towards employees, shareholders, business partners, the state and society.

The Code is modelled on generally accepted rules of corporate ethics and business conduct, international laws and documents that define best corporate governance practice. It is a valuable instrument for creating a strong corporate culture and a well-defined system of corporate values that determine and shape the Company’s reputation, its competitive performance and effectiveness.

The Code applies to all Rusagro Group companies. Its provisions cover, and apply to, members of the Board of Directors, senior executives, and all other employees of the Company.

In addition to complying with the code, all employees must obey international anti-corruption acts, such as:

  • The UK Bribery Act;
  • The US Foreign Corrupt Practices Act (FCPA);
  • The Company’s anti-corruption regulations and other current antibribery laws that are applicable to the Company and its employees.
The Code of Business Conduct and Ethics is available on the Company's website

The Company’s Code of Conduct for the Prevention of Insider Trading

As a public company, Rusagro has extensive responsibilities on establishing and observing a special procedure for the disclosure of information that can materially affect the value of the Company’s securities.

In 2011, the Company adopted, and since then has in place, a Code of Conduct for the Prevention of Insider Trading (Rev. 2) that applies to all of its employees and members of the Board of Directors.

The Company uses the relevant global best practices to ensure that all securities market participants have equal access to sensitive information in an effort to prevent misuse of insider information – information that could affect the value of the Company's securities.

Other than understanding and observing the Company's Code of Conduct for the Prevention of Insider Trading, the employees must adhere to international acts on the use and disclosure of insider information, such as:

  • Cyprus Market Abuse Law (2016);
  • Market Abuse Regulation EU directive (596/2014);
  • UK Financial Services and Markets Act (FSMA) (2000);
  • Disclosure and Transparency Rules (DTR) of the UK Financial Services Authority;
  • UK Criminal Justice Act (1993) and other applicable laws and/or the improvement notices of the regulatory authorities.

On 12 November 2021, the Company's Board of Directors resolved to amend the Code of Conduct for the Prevention of Insider Trading by reducing the time frames to start the Annual Blackout period for Securities transactions from 60 to 30 calendar days.

The Code of Conduct for the Prevention of Insider is available on the Company's website
The resolution to amend the Code of Conduct for the prevention of insider trading is available on the Company's website

STRUCTURE OF MANAGEMENT AND CONTROL BODIES

As dictated by the Articles of Association, the Company's governing body system consists of the following levels:

  • Meeting of Shareholders;
  • Board of Directors;
  • Audit Committee of the Board of Directors;
  • Managing Director.
Governance and control system of the Company

Meeting of Shareholders

The Meeting of Shareholders is the Company’s supreme management body. The Annual Meeting of Shareholders shall be held once a year. Any meetings of shareholders other than the Annual Meeting shall be deemed extraordinary. The venue of the Meeting of Shareholders shall be 25 Aphrodite Street, 3rd floor, office 300, 1 060 Nicosia, Cyprus. Should the necessity arise to change the venue the Meeting of Shareholders, the Company’s Board of Directors shall appoint the date and venue of the Annual Meeting and extraordinary meetings

The Meeting of Shareholders holds the following exclusive authorities:

  • to announce the payment of dividends on the Company’s securities;
  • to decide upon the issue of shares and other issuable securities of the Company;
  • to decide upon the acquisition of the shares previously issued by the Company;
  • to approve financial (accounting) statements of the Company;
  • to review the reports of the auditors and the Board of Directors;
  • to approve the Company’s Annual Report;
  • to elect members to the Board of Directors;
  • to elect an auditor for the Company and determine its remuneration;
  • to approve the purchase of the Company’s shares by the members of the Board of Directors;
  • to decide upon the winding-up of the Company.

The Company held three Meetings of Shareholders in 2021: on 16 April (Annual Meeting), 10 September and 26 November (extraordinary meetings).

The Annual Meeting of of Shareholders in April 2021 approved as follows:

  • 2020 Audited Consolidated Financial Statements;
  • 2020 Audited Separate Financial Statements;
  • 2020 Independent Auditor’s Report;
  • 2020 Directors’ report;
  • 2020 Annual Report;
  • dividend payout at the year-end 2020;
  • other matters, including the re-election of members of the Board of Directors and approval of their remuneration.

The extraordinary Meeting of Shareholders held in September 2021 approved the decision on the payment of 2021 interim dividends.

The extraordinary Meeting of Shareholders held in November 2021 decided to change the Group's auditor from PwC to KPMG starting from 2021.

Minutes of the Meetings of Shareholders are available on the Company's website

Board of Directors

The Board of Directors is the Company’s collective governance body responsible for overall management of the Company’s business, except for issues within the exclusive authority of the Meeting of Shareholders. The Board of Directors is collectively responsible for the Company’s performance.

The Board sets out strategic objectives, mobilises financial and human resources needed to achieve them, and measures the performance of the Company’s management team. The Board of Directors also determines the values and standards of corporate governance and makes sure that the Company meets its obligations to shareholders.

As specified by the Company’s Articles of Association, the Board of Directors shall have at least two and no more than five directors, with minimum two of them being non-executive directors. The Company has no formalised rules on cultural and gender diversity on the Board of Directors. Including representatives of different genders and nationalities on the Board of Directors helps Rusagro in effective decision-making.

Structure of the Board of Directors in 2021 membership

The Board of Directors of ROS AGRO PLC is chaired by the majority shareholder of the Company, who is not the managing director. One of the managing directors is a woman.

Composition of the Board of Directors

The Annual Meeting of Shareholders held on 16 April 2021 elected the following members to sit on the Board of Directors.


Meetings of the Board of Directors

The Board of Directors held four meetings in 2021 – on 14 March, 12 May, 13 August and 12 November. All the above meetings were chaired by Anna Khomenko. The quorum present met the requirements of the Company’s Articles of Association.

The Board of Directors reviewed and approved the following issues in March 2021:

  • 4Q and 12M 2020 financial and operational results;
  • Press-release on 12M 2020 financial results;
  • Report of the Audit Committee meeting held on 4 March 2021, which recommended the audited consolidated financial statements for approval as at 31 December 2020;
  • 2020 Annual Report;
  • Recommendations on the amount of dividends as envisaged in the Company's Dividend Policy;
  • Approval of the Auditor for 2021 and its remuneration;
  • Remuneration for the Company’s senior management and scheduled changes in the management team, stock option plan;
  • 2021 business plan;
  • CAPEX forecast for 2021;
  • Major technology projects;
  • Presentation on M&A opportunities for Rusagro in 2021;
  • Amendments to the Code of Conduct for the Prevention of Insider Trading;
  • Selected issues related to the activities of the Cyprus office;
  • Setting of a date for the Annual General Meeting of Shareholders.

The Board of Directors reviewed and approved the following issues in May 2021:

  • 1Q 2021 financial and operational results;
  • Press-release on 1Q 2021 financial results;
  • CAPEX forecast for 2021;
  • Report of the Audit Committee meeting held on 4 May 2021;
  • Presentation on M&A opportunities for Rusagro in 2021;
  • Strategic overview of potential opportunities.

The Board of Directors reviewed and approved the following issues in August 2021::

  • 2Q 2021 financial and operational results;
  • Press-release on 2Q 2021 financial results;
  • Updated Capex information;
  • Convening of an extraordinary General Meeting of Shareholders;
  • Recommendations for the dividend payout for 1H 2020 as envisaged in the Company’s Dividend Policy;
  • Report of the Audit Committee meeting held on 3 August 2021;
  • Recommendation to change the independent auditor to provide a fresh perspective;
  • Capacity to develop projects in Japan;
  • Announcement of a change in the Group's management team in 2021;
  • Strategic overview of potential opportunities.

The Board of Directors reviewed and approved the following issues in November 2021:

  • 3Q and 9M 2021 financial and operational results;
  • Estimate of FY 2021 financial results;
  • Year-end 2021 press release;
  • Report of the Audit Committee meeting held on 2 November 2020;
  • Change of CEO, Maxim Basov;
  • Presentation of the CAPEX report;
  • Status update of M&A projects and related opportunities;
  • Capacity to develop projects in China;
  • Amendments to the Code of Conduct for the Prevention of Insider Trading;
  • Change in the date of the General Meeting of Shareholders;
  • Strategic overview of potential opportunities.
Minutes of the Board of Directors are available on the Company's website

Audit Committee under the Board of Directors

The Audit Committee was established to enhance the performance efficiency of the Board of Directors. The Audit Committee is governed by the Charter of the Audit Committee adopted by the Board of Directors as required by the laws of the Republic of Cyprus, the Company’s Articles of Association, the Regulation on the Board of Directors, and decisions of the Board of Directors.

The main responsibilities of the Audit Committee are as follows:

  • to assist the Board in making decisions related to reporting and auditing;
  • to raise the effectiveness of Board's control over the financial and economic activities of the Company by preliminary reviewing and preparing recommendations for the Board on matters within the Board’s competence;
  • to introduce effective controls over the financial and economic activities of the Company and ensure the Board’s participation in their enforcement.

The members of the Audit Committee are elected by the Board of Directors of the Company. The Audit Committee may only be chaired by an independent director.

The Audit Committee had the following membership in 2021:

  • Tassos Televantides (Chairman);
  • Richard Andrew Smyth;
  • Anna Khomenko.

Four in-person meetings of the Audit Committee of the Board of Directors were held in 2021: on 4 March, 4 May, 3 August and 2 November.

Management and their remuneration

Corporate government


Annual ranking of the Association of Managers

In 2021, Rusagro's management was recognised in the Top 1,000 Russian Managers ranking by the Association of Managers of Russia and Kommersant Publishing House in the following agriculture categories:

  • Maxim Basov – first place in the CEO category
  • Olga Fedorova – first place in the HR Director category
  • Svetlana Kuznetsova – first place in the Investor Relations Directors category
  • Boris Chernicher – fourth place in the CFO category
TOP 1000

Divisions management


Remuneration of key management personnel

In 2021, the list of key management personnel of Rusagro included 12 people (12 people in 2020): CEO, CFO and Legal Director of LLC Rusagro Group of Companies, general directors of five Businesses and four members of the Board of Directors. In 2021, their total remuneration, which covers salaries and bonuses, increased by 33% (RUB 397 mn) to RUB 1,609 mn, including RUB 235 mn (+124%, or RUB 130 mn) payable to the State Pension Fund. Members of the Board of Directors received RUB 1,188 mn (+48%, or RUB 384 mn) of the total remuneration. Board members also received dividends of RUB 1,478 mn (+286% or RUB 1,095 mn). The main reason for better remuneration was an increase in its variable component generated by the Company's higher profits in 2021.

Share capital and securities

SHARE CAPITAL STRUCTURE

At the end of 2021, the Company’s authorised capital was divided into 60,000,000 declared ordinary shares and 27,333,333 issued ordinary shares with a par value of EUR 0.01 each, where 10,965,500 shares (8,333,333 in 2020) are listed on the London and Moscow stock exchanges in the form of 54,827,500 GDRs (five receipts for one share).

According to the year-end results, the main owner of the Company is Vadim Moshkovich (through Granada Capital CY Limited) with a 56.2% share (in 2020, 70.7%) in the Company’s share capital including treasury shares — he holds 15,367,829 shares. The Company’s largest minority shareholder with 10.0% is Maxim Vorobiev (directly or through affiliates), who holds 2,727,814 shares in the form of receipts. Maxim Basov (via Rigpa Limited), CEO of Rusagro Group LLC and member of the Board of Directors of ROS AGRO PLC, owns 7.6% (in 2020 — 7.2%) and holds 2,078,562 shares (including 1,000,000 shares acquired before the IPO and 1,078,562 shares as receipts acquired in 2011–2021). Other members of the Board of Directors own 8,225 shares in the form of receipts. There is a free float of 24.6% of the issued ordinary shares in the form of receipts. Treasury securities account for 1.6%, or 427,063 shares in the form of receipts (2,135,313 GDRs).

CHANGES IN THE SHARE CAPITAL STRUCTURE FOLLOWING SPO OF ROS AGRO PLC GDRS BY THE COMPANY’S MAJORITY SHAREHOLDER

On 30 September 2021, Vadim Moshkovich, majority shareholder and Chairman of the Board of Directors of ROS AGRO PLC, sold 19,800,000 GDRs worth USD 275 mn on the secondary security market. The transaction resulted in the following changes in the share capital structure:

  • Vadim Moshkovich’s stake decreased from 70.8% to 57.1% excluding treasury shares (from 70.7% to 56.2% including treasury shares);
  • Maxim Basov, a member of the Board of Directors of ROS AGRO PLC and CEO of LLC Rusagro Group of Companies, acquired 250,000 GDRs. His stake increased from 7.5% to 7.7% excluding treasury shares (from 7.4% to 7.6% including treasury shares);
  • Maxim Vorobiev, a minority shareholder in the Company, acquired 8,260,543 GDRs. His stake increased from 4.2% to 10.1% excluding treasury shares (from 4.2% to 10.0% including treasury shares);
  • The free float grew from 20.6% to 25.0% excluding treasury shares (from 20.3% to 24.6% including treasury shares.
SHARE CAPITAL STRUCTURE AT THE END OF 2021 %
Rusagro is not aware of any other shareholdings in the form of receipts in excess of five per cent other than those already disclosed. In March 2022, the stake indirectly held by Vadim Moshkovich was reduced to 49.0% by the sale of 7.2% of ROS AGRO PLC to Yury Zhuravlev.

DATA ON SECURITIES

Rusagro has been a public market company since 2011. GDRs for ROS AGRO PLC ordinary shares are listed on the London and Moscow stock exchanges. Rusagro’s GDRs are included in Level 1 quotation list of the Moscow Exchange. The depository bank is the Bank of New York Mellon Corporation (BNY MELLON). Five GDRs are equivalent to one ordinary share of Rusagro.

Security tickers
  • ISIN US7496552057
  • LSE – AGRO
  • MOEX – AGRO
  • Reuters – AGRORq.L
  • Bloomberg – AGRO LI Equity, 3191226Z CY EquityThere are two tickers for ROS AGRO PLC securities in the Bloomberg terminal: AGRO LI Equity — for listed shares (8,333,333 shares with 41,666,665 GDRs) and 3191226Z CY Equity — for not-listed shares (19,000,000 shares)
Index

In 2021, the Company's receipts were included in three indice:

  • Moscow Exchange Index consumer sector
  • Moscow Exchange Index of mid-and small-capitalisation
  • MSCI Russia Small Index

Seven investment banks provided analytical coverage for the Company in 2021: VTB Capital, Renaissance Capital, SOVA Capital, Sberbank CIB, J.P. Morgan, Gazprombank, and Alfa Bank. According to Bloomberg data available at the end of the year, six banks recommended to "buy" and one – to "hold".

RECOMMENDATIONS OF ANALYSTS AS AT 31 DECEMBER 2021

Shareholder and investor relations

INFORMATION FOR SHAREHOLDERS AND INVESTORS

GENERAL PRINCIPLES

Rusagro is committed to serving the interests of its shareholders, protecting their rights and maintaining a relationship of trust with them. The Company is engaged in a direct dialogue with the shareholders and investors and guided by the current legislation and best global practices. The main standards of external corporate conduct and ethics to be applied in the relations with shareholders and investors are outlined in the Company’s Code of Business Conduct and Ethics.

The Company seeks to minimise the actual risks to the investors, and therefore appropriately discloses the information on its activities and refrains from actions that could mislead the investors. The Company makes every effort to increase shareholder value, prevent inter-company conflicts and ensure a high quality of corporate governance.

Rusagro equally respects the rights of all shareholders, regardless of the number of shares or GDRs they hold. The Company guarantees all of its shareholders the security of all rights established by applicable law and arising from the Company’s obligations in connection with the trading of its securities on stock exchanges. In doing so, the Company constantly works towards making the exercise of shareholders’ rights easier, more accessible and effective, and yet less costly.

INFORMATION POLICY

Efficient and effective operations lie at the core of Rusagro’s investment appeal; however positive investment decisions are also heavily weighed by performance and corporate governance matters, especially how open and transparent the Company’s business is.

In its desire to ensure a level of transparency in line with international best practice, the Company communicates to the investment community in a timely manner all information that could have a material effect on the value of the Company's securities:

  • Annual and quarterly reporting on the financial and operating results;
  • Information on all material events pertaining to the Company’s business;
  • Specialised information and analytical materials for investors.

In doing so, Rusagro ensures that all members of the investment community have equal access to information about the Company and takes care to foreclose exclusive access to this information by certain groups of investors. To this end, the Company aims to ensure timely publication of information in Russian and English.

Any information that may have an impact on the Company’s share price is posted on the official website of LLC Rusagro Group of Companies, RNS LSE and Interfax portals in accordance with established information disclosure requirements. The 2021 Annual Report was also the first to be disclosed through the National Storage Mechanism FCA system.

Disclosure of the 2021 Annual Report
in digital format

For the disclosure of Rusagro’s 2021 Annual Report in the National Storage Mechanism FCA, the Company released its reports in the new iXBRL (iXBRL — Extensible Business Reporting Language) format for the first time. This is an XHTML-based digital financial reporting format, enriched with additional data, which allows specialised information systems to automatically process corporate financial statements and data.

From the 2021 reporting period on, this format is mandatory for all issuers of securities admitted to public trading on European regulated markets and obliged to submit annual financial statements. This is a requirement of the European Single Electronic Format (ESEF) developed by the European Securities and Markets Authority (ESMA) to implement the European Transparency Directive.

The publication of digital reporting should increase transparency and make the Company more accessible, analysable and comparable for a wide range of stakeholders, including regulators, investors and analysts. It will facilitate the rapid and reliable dissemination of reporting information and minimisation of errors.

monitor-icon

Prompt feedback

Rusagro is committed to constantly improve the quality of our engagement with the investment community and open for comments and suggestions on development. We have highest regard for our shareholders and investors and will continue our efforts to better meet their need for reliable, complete and timely information. Rusagro’s Shareholder and Investor Relations Department can be contacted at ir@rusagrogroup.ru

Rusagro’s News and Publications are available on the Company’s website in the Investor Relations

Activities

To promote a unified interpretation of results and events, Rusagro holds regular meetings of the Company’s management and key managers with representatives of the media and the investment community, as well as maintains constant communication via the internet and telecommunications networks.

As soon as the quarterly and annual financial results are available, the Company makes video calls to share the results and provide further explanations that are required to assess the financial standing of the Group. The speeches are given in Russian with simultaneous translation into English, and the recordings of the presentations are posted on the Company’s website in the Investor Relations section in both languages.

Rusagro is an active participant of shareholder and investor conferences held by major Russian and international investment banks. In 2021, the Company participated in five major conferences and hosted a number of one-to-one meetings with Russian and international investors, supported by VTB Capital and J.P. Morgan. For better access of retail investors to quality and reliable information about the Company, Rusagro also joined three events organised specifically for this group of investors.

THE BIGGEST INVESTOR CONFERENCES OF 2021

SBER CIB — Russia: The Inside Track


Renaissance Capital — 25th Annual Russia Investor Conference


Alfa-Bank Investors Conference


Sova Capital Small-Mid Cap Conference


Moscow Exchange International Investment Forum

2021 EVENTS FOR RETAIL INVESTORS

Gazprombank Telegram Broadcast


VTB Investor School, March
VTB Investor School, September

CAPITAL MARKETS DAY

held by Rusagro on 14 September 2021 via videoconference in Russian with simultaneous interpretation into English

star
Rusagro’s publication dates and corporate events
can be followed on the corporate website in the Calendar

DIVIDEND POLICY

The shareholders’ right to participate in Rusagro’s profits is exercised through the dividend policy. In August 2013, the Meeting of Shareholders approved the dividend policy providing for annual payments of at least 25% of the Company’s net profit. In 2021, a decision was taken to raise the minimum payment threshold to 50% of the Company’s net profit. Payment is made twice a year based on the financial results for the first half and second half of the year. Securities owned by the Company do not participate in the payment of dividends.

Rusagro’s Annual Meeting of Shareholders on 17 April 2021 approved a record dividend for 2020 set at USD 1.23 per GDR (USD 6.15 per share). The total dividend payout amounted to USD 165.5 mn. This is equivalent to RUB 12.6 bn, or 50% of the Company’s net profit for 2020.

Dividends for the first half of 2021 worth RUB 8.75 bn (USD 119.7 mn) were paid on 14 September 2021. No securities held by the Company, which amounted to 2,135,313 GDRs, were included in the dividend payment. As a result, payments per GDR stood at USD 0.89 (USD 4.45 per share).

Conditions affecting the amount of the share of net profit payable to shareholders:

  • availability and amount of net profit under IFRS;
  • achievement of the target level of equity capital adequacy by 2021 and its maintenance on a mid-term horizon;
  • capital requirements for the implementation of the Development Strategy and targeted market M&A transactions;
  • economic conditions and other internal and external changes that have or may have an adverse effect on the Company’s operations;
  • striking of a balance between the Company and its shareholders with a view to enhance the investment attractiveness and uphold rights of the Company’s shareholders.

DIVIDEND PAYOUT DATEDividend payments in rouble terms correspond to the amounts actually paid by the Company and may differ from the amounts declared in dividend declarations published by the Company due to changes in the currency exchange rate on the date of payment.

Payment year As of the end of Payment date
2017 2H 2016 19.04.2017
1H 2017 18.09.2017
2018 2H 2017 18.04.2018
1H 2018 18.09.2018
2019 2H 2018 16.05.2019
1H 2019 15.10.2019
2020 2H 2019 27.04.2020
1H 2020 21.09.2020
2021 2H 2020 20.04.2021
1H 2021 14.09.2021
NEW DIVIDEND POLICY

For the first time in Rusagro’s history, minimum dividend payout is set at no less than 50% of Rusagro Group’s IFRS net profit

RUSAGRO’S DIVIDEND PAYOUT FOR THE YEARDividend payments in rouble terms correspond to the amounts actually paid by the Company and may differ from the amounts declared in dividend declarations published by the Company due to changes in the currency exchange rate on the date of payment.

TOTAL PAYMENTS RUB bn
TOTAL PAYMENTS USD bn
5 times
HIGHER DIVIDEND PAYMENTS FOR 1H 2021 COMPARED TO PAYMENTS FOR 1H 2020
PAYOUTS PER SHARE RUB
PAYOUTS PER SHARE USD
PAYMENTS PER GDR RUB
PAYMENTS PER GDR USD

Risk management

Rusagro devotes significant resources to identifying, assessing and recognising risks in its business decision-making process. The Company is committed to observing the national and international standards in risk management: its going concern is to monitor the risks and to update its risk management toolkit in order to maximise the Company’s value and reduce the risk impact severity. The Company identifies seven main types of risks having the greatest impact on the business performance. The 2020–2021 assessment also covered the impact of the COVID-19 pandemic on the Company's performance.

Key risks

Significance (score from 1 to 5)
Description Management
Political risks
Changes in state policy relating to price control, as well as export-import and tax regulation
Changes in the state policy as pertaining to control over prices for products sold by Rusagro, as well as to export-import and tax regulation, could exert negative influence on the Company's performance. Thus, touching the price ceiling and introducing tariffs and quotas for the export of agro-food products impedes the ability to maximise revenue, and higher taxes translate into lower net profit.
  • The Company monitors any changes in the state policy and responds accordingly, promptly re-tailoring Rusagro's strategy.
  • The Company takes a proactive position and negotiates with government officials, whenever possible, the introduction of restrictive measures and their impact on business
Market risks
Reduction in product prices
The Company's financial performance is linked to price levels for sugar, pork, agricultural crops, vegetable oils and products thereof. The price level depends on a number of factors which the Company cannot fully control. The key reasons for possible price reductions could be as follows:
  • Higher competitive supply or competitive struggle;
  • Erosion in household purchasing power;
  • Slumping global prices.
  • Diversification of the Company’s product portfolio by extending the product range and developing retail brands;
  • Development of the sales channels, contracting with major industrial partners and retail chains;
  • Development of export sales and expansion into new markets;
  • Maintenance of ample stocks of finished products intended for sale during seasonal price hikes;
  • Continuous monitoring of the market situation to obtain a true and fair view of the prevailing trends and to ensure a sound basis for forecasting the market developments.
Operational risks
Reduced revenues as a result of lower yields due to climate change and weather anomalies
Extreme weather such as drought, frost, excessive moisture, strong winds, hail, damping-off may lead to reduced yield, which affects the revenue of the Agriculture, Meat, Sugar, and Oil and Fats Businesses.
  • An integrated approach to weather forecasting based on weather station data.
  • Monitoring of the crops on a regular basis;
  • Digitalisation of strategic planning and operational processes in the Agriculture Business;
  • Automation of the optimal scheduling of sugar beet digging, piling and delivery, as well as harvesting and exporting of grains and pulses;
  • Automated quality control of handling operations;
  • Development of sprinkling and irrigation systems;
  • Climate-driven selection.
Animal and plant diseases
Climatic changes and evolution cause new dangerous diseases of the livestock and plants to emerge that can adversely affect the production results of the Agriculture, Sugar, Meat Businesses of the Company. The most hazardous diseases are sugar beet diseases, pests, highly dangerous virus and infectious diseases of pigs, such as ASF, porcine reproductive and respiratory syndrome, swine foot-and-mouth disease, and atypical pneumonia.
  • Transport and inventory flow control and decontamination;
  • Prevention of physical contact of farm-bred pigs with wild animals;
  • Health monitoring of pigs reared at the Company's production facilities;
  • Monitoring of ASF disease incidents in Russia;
  • Pest control by treating plants and seeds with insecticides and fungicides.
Epidemics and pandemics
The occurrence of epidemics and pandemics in Russia (in particular COVID-19) could have a negative impact on the Company's profits as a result of restrictions on the business activities of the Company and its counterparties. In particular, there are risks of plant shutdowns, loss of productivity when switching to work from home, delays in the execution and implementation of commercial contracts, freezing of construction and repair jobs.
  • Establishment of a prompt response headquarters to develop anti-crisis measures and monitor their implementation;
  • Restricted movements of employees between the Company's offices and production sites, as well as less travel to other regions and countries;
  • Distribution of additional personal protective equipment and antiseptics, additional disinfection measures;
  • Comprehensive communication programme to keep employees informed, launch of dedicated hotlines for employees;
  • Support for employees to carry out regular testing and vaccinations.
Process-related errors
Human errors in the planning and implementation of technological operations can have negative consequences on production results and production costs. Agronomic errors are detrimental to the results of the Agriculture and Sugar Businesses, and poor technology at a meat processing plants – to the the results of the Meat Business.
  • Monitoring and better management of the personnel, including through the development of effective motivation systems;
  • Development of standards, regulations and instructions for the implementation of process-related operations and their enforcement;
  • Automation and digitalisation of planning processes, management of production activities.
Losses due to higher cost of meat business project in the Primorye Territory and its delayed launch
The risk of higher costs for a pig farming project in the Primorye Territory is associated with the remoteness of the construction region from industrial centres, the lack of qualified engineering and labour personnel in the region and weather conditions. This can lead to higher costs and longer delivery times for construction materials, cash flow gaps due to failure to submit supporting construction documents on time, and additional costs to deal with excessive rainfall and the effects of typhoons.
  • The Company scheduled and is currently implementing the measures to protect its areas against natural phenomena common for the Primorye Territory, including the construction of additional surface water collection and drainage systems;
  • The construction contracted large-scale companies with their own logistics network both in Russia and abroad, in-house engineering and operation personnel. This increases the cost of project implementation, but mitigates the risk of longer timelines.