Committees
In the autumn of 2010, the Board of Directors established three committees: the Audit Committee, the Nomination Committee and the Remuneration Committee.
Audit committee
The responsibilities of the Audit Committee include: (i) notifying the board of directors of the result of the statutory audit, including the reporting process, (ii) monitoring the reporting process and present recommendations or proposals to ensure the integrity, (iii) monitoring whether the Company’s internal control system, the internal audit function (if any) and risk management systems function efficiently with regard to the reporting in the Company without violating its independence, (iv) monitoring the statutory audit of the annual report etc. taking into account the result of the most recent quality control of the audit company, (v) controlling and monitoring the independence of the auditor pursuant to sections 24-24(c) and article 6 of regulation (EU) 537/2014 of the European Parliament and the Council dated 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and approving the auditor’s provision of services other than auditing, ref. article 5 of this regulation, and (vi) being responsible for the procedure for selection and recommendation of the auditor for election in accordance with article 16 regulation (EU) 537/2014 of the European Parliament and the Council dated 16 April 2014 on specific requirements regarding statutory audit of public-interest entities. The members of the Audit Committee are appointed by the Board of Directors and among its members.
The Audit Committee shall meet as frequently as the Chairman of the Audit Committee deems necessary, but it should be at least twice a year.
Agromino’s Audit Committee currently consists of Jan Urban (Chairman), Petr Krogman and Jiri Vyskocil.
Nomination Committee
The Nomination Committee’s duties include: (i) identifying and recommending members to the Board of Directors and Executive Board to the Board of Directors; (ii) evaluating the structure, size, composition and performance of the Board of Directors and Executive Board and to propose any changes in this respect to the Board of Directors; and (iii) considering proposals submitted by relevant persons for candidates for executive positions.
The Nomination Committee shall consist of two to four person and at least half of its members shall be independent of Agromino and its subsidiaries. The members of the Nomination Committee shall be appointed by the Board of Directors and among its members.
The Nomination Committee currently consists of Petr Krogman (Chairman), Jan Urban and Jiri Vyskocil.
Remuneration Committee
The Remuneration Committee’s duties include to make proposals to the Board of Directors, prior to approval at the general meeting, on the remuneration policy and the principles of the incentive pay schemes for the Board of Directors and the Executive Board and to ensure that the remuneration is consistent with Agromino’s remuneration policy and the evaluation of the performance of the persons concerned.
The members of the Remuneration Committee shall be appointed by the Board of Directors and among its members. The Remuneration Committee shall consist of two to three members and the Chairman of the Board of Directors shall always be the Chairman of the Remuneration Committee. At least half of the members shall be independent in relation to Agromino and its subsidiaries. The Remuneration Committee shall convene as often as considered necessary by the Chairman of the Committee and at least once a year.
Agromino’s Remuneration Committee consists of Petr Krogman (Chairman), Jan Urban and Jiri Vyskocil.