The Company’s Board of Directors plays the key role in organising an efficient corporate governance system. The Board is vested with the broadest powers to manage the business of the Company and to authorise and perform all acts of disposal and administration falling within the purposes of the Company.
The Board is responsible for taking strategic decisions in respect of the operation and development of the Group, as well as overseeing the risk management and internal audit functions of the Group. The decisions related to the day-to-day operations of the Group are delegated to the management.
The Board is also a management body of O`KEY Group S.A. and is authorised to take all decisions in respect of O`KEY Group S.A., unless they are reserved for the General Meeting.
The Board is not authorised to issue or buy back shares. The repurchase by the Company of its own shares is subject to the conditions set out in the Company Law and the Articles.
There are five members of our Board, including one independent director. The General Meeting of Shareholders appoints the Board members by a simple majority of votes cast, for a period not exceeding six years or until their successors are elected.
Our current Board of Directors was elected at the General Meeting of Shareholders held on 13 October 2015 and re-appointed on 24 June 2020.
Members of the Board of directors of O’KEY GROUP S.A.
Member of the Audit Committee
Member of the Remuneration Committee
HEIGO KERA
Group Chairman, Member of the Audit Committee, Chair of the Remuneration Committee
-
Election
First elected to the Board of Directors in June 2010, and repeatedly re-elected since then
-
Skills and Experience
2015–2017: CEO of O`KEY Group effective 1 May 2015
2008–present: the owner and a Member of the Board of Directors of Silverko Consult OU
2002–2008: consultancy services, including research on retail markets in Belarus, Kazakhstan and China.
-
Education
University degree in economics, Tallinn Technical University (Estonia)
-
Committee Membership
Member of the Remuneration Committee Member of the Audit Committee
-
Shares in O’KEY
Mr. Kera does not hold shares of O`KEY Group S.A.
DMITRIY TROITSKIY
Member of the Board of Directors Non-Executive Director
-
Election
First elected to the Board of Directors in June 2010, and repeatedly re-elected since then
-
Skills and Experience
2005–2007: Member of the Board of Directors of the Ochakovo Dairy Plant
2005-present: Member of the Supervisory Board of Bank Saint Petersburg, Development Director of Neva-Rus
-
Education
University degree, State Marine Technical University of St. Petersburg
-
Committee Membership
Member of the Remuneration Committee
-
Shares in O’KEY
Mr. Troitskiy owns ca. 34.54% of the shares of O`KEY Group S.A.
BORIS VOLCHEK
Caraden Director Member of the Audit and Remuneration Committee
-
Election
First elected to the Board of Directors in June 2010, and repeatedly re-elected since then
-
Skills and Experience
1995-present: President of the Union Group of companies
2000-present: General Director of St. Petersburg Automobile Museum.
-
Education
University degree, Leningrad Institute of Railway Engineers (now St. Petersburg State University of Communications)
-
Committee Membership
Member of the Remuneration Committee
-
Shares in O’KEY
Mr. Volchek owns ca. 34.14% of the shares of O`KEY Group S.A.
DMITRIY KORZHEV
Director Member of the Audit Committee
-
Election
First elected to the Board of Directors in June 2010, and repeatedly re-elected since then
-
Skills and Experience
1995-present: President of the Union Group of companies
2000-present: General Director of St. Petersburg Automobile Museum.
-
Education
University degree, Leningrad Institute of Railway Engineers (now St. Petersburg State University of Communications)
-
Committee Membership
Member of the Remuneration Committee
Member of the Audit Committee
-
Shares in O’KEY
Mr. Korzhev owns the shares of O`KEY Group S.A.
MYKOLA BUINYCKYI
Independent Director Chair of the Audit Committee
-
Election
First elected to the Board of Directors in October 2015. He also served on the Board in 2010-2013.
-
Skills and Experience
Over 35 years in international financial management and over 20 years’ experience in Russia.
7 years as a management consultant with Coopers & Lybrand.
Prior to that, he worked for several years in senior financial management positions in the oil support.
-
Education
University degree, The University of Edinburgh, UK
A fellow of the Chartered Institute of Management Accountants
A Member of the Institute of British Management Joint diploma in management accounting
-
Committee Membership
Member of the Remuneration Committee
-
Shares in O’KEY
Mr. Buinyckyi does not hold shares of O`KEY Group S.A.
