Remuneration of the Members of the Board of Directors and the Chief Executive Body of PhosAgro

06

Members of PhosAgro’s Board of Directorsmay receive remuneration and be compensated for expenses incurred in thecourse of their duties in accordance with decisions of the General Shareholders Meeting. According to the Company’s Corporate Governance Code, the remuneration of the Board of Directors shall be in line with current market conditions and shall be at a level that enables the Company to attract, motivate and retain high-skilled professionals to help drive the future growth and performance of the business. At the same time, the remuneration shall not exceed the amount needed to achieve this.

The General Shareholders Meeting of 10 August 2011 amended the remuneration scheme for the members of the Board of Directors. It changed from a monthly compensation scheme for all members of the Board of Directors to a quarterly compensation scheme only for Independent Non-Executive Directors of the Board. The Chairman of the Board of Directors receives remuneration quarterly, as set out below, taking into account his status as an Independent Non-Executive Director. Other Independent Non-Executive Directors receive base remuneration, plus additional remuneration if they serve as an Audit Committee Chairman, or as a Chairman of the Remuneration and Human Resources Committee.

Remuneration
of the Members of the Board of Directors and the Chief Executive Body of PhosAgro

Members of the Board of Directors Amount of compensation
per quarter, in US $
Chairman of the Board 37,500.00
Other Independent Non-Executive Directors — base remuneration 4,500.00
Chairman of the Audit Committee — additional remuneration 24,786.00
Chairman of the Remuneration and Human Resources Committee — additional remuneration 7,280.00

According to the changes that were approved, other Executive and Non-Executive Directors of the Board of Directors are not compensated for their service on the Board, and the total compensation for the year paid to the members of the Board of Directors shall not exceed US$ 500,000. In 2011, the members of the Board of Directors received remuneration in the sum of RUB 7 million.

The amount of remuneration and additional compensation paid to the Chief Executive Officer of PhosAgro is regulated by the contract between the Chief Executive Officer and the Company, which is signed and approved by the Company’s Board of Directors. The total remuneration reflects the CEO’s qualifications and takes into account the particular contribution of the CEO to the financial results of the Company.

The remuneration of the Company’s senior managers consists of base salary, which is paid monthly, plus additional compensation, paid quarterly and annually. Payment of additional compensation is based 70% on achievement of the Company’s key performance indicators, and 30% on accomplishing additional tasks and goals, as set by the Board of Directors for the reporting quarter or year.

Annual additional compensation is calculated by adding percentages (as set by the Board of Directors) of:

  • the Company’s EBITDA for the reporting period under IFRS; and
  • the Company’s Net Income for the reporting period under IFRS.

The aggregate amount of remuneration paid by the Company to the Chief Executive Officer and senior managers for services in all capacities provided to the Company during the year ended 31 December2011 was RUB 452 million in salary and additional compensation.