AFI graphic standards
Corporate Governance
Chairman Statement
Terms of appointment Non-executive directors have been invited to join the Board for a three-year period, subject to re-election by shareholders as provided for in the Company’s articles of association.
At the Board meetings held on 24 January 2011 and 23 May 2011, during discussion and approval of the acquisition transaction of Company shares by Africa-Israel Ltd from Nirro Group, directors Mr. Lev Leviev, Mr. Izzy Cohen and Mr. Alexander Khaldey declared their interests and did not attend.
Insurance cover is in place to protect board members and officers against liability arising from legal actions taken against them in the course of their duties.
Understanding AFI Development
At the Board meeting held on 4 October 2011, when the Board discussed potential acquisition of a development project from a company controlled by Mr. Lev Leviev, directors Mr. Lev Leviev and Mr. Izzy Cohen declared their interests and did not attend.
Executive Director’s Statement
The Board has adopted a policy and procedures for managing and, where appropriate, approving conflicts or potential conflicts of interest.
The appointment and removal of the Company Secretary is a matter for the Board. All directors have access to the advice and services of the Company Secretary. Operational review
Resignations from the Board
Committees
Corporate Governance
In accordance with the Code, the Company has established an Audit Committee, a Nomination Committee and a Remuneration Committee, each of which has defined terms of reference which are summarised below and are available on the Company’s website: www.afi-development.ru. The members of these committees are appointed principally from among the independent directors. Each committee and each Director has the authority to seek independent professional advice where necessary to discharge their respective duties in each case at the Company’s expense.
PRINCIPAL RISKS AND UNCERTAINTIES
Mr Alexander Khaldey notified the Board of his decision to step down as a director with effect from 30 December 2011.
Directors’ Remuneration Report Financial Statements
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