The Annual General Shareholders Meeting of the IRKUT Corporation elected a new Board of Directors on June 26, 2004, in Irkutsk:
S.V. Chemesov - Director General, FSUE “Rosoboronexport”
M.A. Pogosyan - Director General, Sukhoi Aviation Holding Company
A.N. Klementiev - Deputy Director General, Sukhoi Aviation Holding Company
A.I. Isaikin - President, GrK “Volga-Dnepr-Moscow”
M.V. Poletaev - Chairman, “Baikal Bank”, Savings Bank of the Russian Federation
A.K. Ponomarev - Director, FSUE “Interdepartmental Analytical Centre”
O.F. Demchenko - Director General, “Yakovlev Design Bureau”
V.M. Agapkin - Director General, International Construction Institute
N.K. Mikhailova - Vice-President, “FTK” Company”
A.I. Fedorov - President, IRKUT Corporation
V.B. Bezverkhniy - First Vice-President, IRKUT Corporation
At its first meeting on June 26, 2004, the new BoD elected Mr. O.F. Demchenko, Yakovlev Design Bureau Director General, the Chairman of IRKUT Corporation Board of Directors.
The joint-stock company changed principles of the Board of Directors forming with an aim to increase independent directors’ number as well as requirements to BoD members and principles of its activity organization. In this regard, corresponding changes were introduced to the BoD Regulations and to other related documents. The following committees will be formed under the BoD: Strategic Development and Planning Committee, Budget Committee, Committee for Audit, Information and IR, Personnel and Awards Committee. Mostly, independent and non-executive directors will be in charge of the above committees.
It should be highlighted that, in comparison to the previous BoD, number of independent directors has grown from 3 to 5 and there are only two executive directors. This fully meets requirements on corporate governance of the Russian Federal Financial Regulation Authority. From now on, the directors will conclude a contract with the joint-stock company for which the General Meeting has approved a corresponding Regulation. For the first time in the IRKUT Corporation, the General Meeting has introduced a system of indemnity and awarding to the BoD and Auditing Commission members.
In order to reduce the corporate governance risks, a new corporate executive body was established – the Administrative Board. It caused a need for modification and issuing a new edition of the IRKUT Corporation Charter and Corporate Governance Code as well as for working out Regulations of the Administrative Board and its activities. The new documents provide for establishment of a corporate executive body to be elected by the BoD and distribute competence between the personal executive body (the President) and the corporate executive body (Administrative Board).
The General Meeting approved the Annual Report and the Financial Report for 2003 as well as dividends of 31, 642, 075 rubles that makes out 24.2% of the net income. The rest of the net income will comprise the Corporation Reserve Fund and Development Fund that includes funds for paying indemnity and awards to the BoD and Auditing Commission members.
The General Meeting appointed ZAO “Gorislavtsev & Co. Audit” auditing company as the auditor of the IRKUT Corporation.
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