Corporate governance framework

Corporate governance principles

PhosAgro’s corporate governance principles, structure, practices and procedures are set forth in its Charter and Corporate Governance Code.

Provisions of the Company’s Corporate Governance Code do not contradict the Corporate Governance Code recommended by the Bank of Russia’s Letter dated 10 April 2014 (the “CGC”).

Accountability of management bodies

Transparency of operations

Equal rights of shareholders

Responsibility to society, the state, and stakeholders

Sustainable development governance

GRI 2‑12, 2‑13

Our governance framework for sustainable development (SD) relies on a number of internal and external drivers.

Internal drivers

The Company’s mission and values supported by our Corporate Strategy

External drivers

Regulations and stakeholder expectations

2025 initiatives

GRI 2‑14

Documentation support

Development and review by the Board of Directors of the Group’s artificial intelligence strategy
Approval of PhosAgro’s Environmental Policy as amended
A transparency statement under the UK Modern Slavery Act (as amended) approved

Business processes and organisation

Comprehensive regulations on interaction in preparing non‑financial reporting updated
International and national certificates of compliance with the ISO 9001, ISO 14001, ISO 45001, GMP+, GOST R 51705.1 (HACCP) and Qualidade ABNT Ambiental standards confirmed

Project management

Implementation of the RECSOIL project (recarbonisation of agricultural soils) jointly with the UN Food and Agriculture Organisation (FAO), Lomonosov Moscow State University, and Kept
Implementation of a biodiversity assessment project in the operational area of the Cherepovets site of Apatit
25% y‑o‑y increase in green electricity procurement, reaching 375 mln kWh

IT

Continued automation of selected GRI and the Public Capital Standard for Business indicators based on data from the Company’s accounting systems
Implementation of a project with the Higher School of Economics (HSE) and Sber to deploy dashboards for displaying sustainability indicators
Implementation of automated insider transaction monitoring

Competencies and people

Participating in major international and Russian events and initiatives hosted by the RSPP, ESG Alliance, UN Global Compact, UN FCCC, etc.
Company’s appointment as ambassador of the Public Capital Standard for Business

Performance review and reporting

Updating comprehensive regulations on interaction in preparing non‑financial reporting
Preparation and approval of the Group’s first social report
Development of sustainability initiatives based on the analysis of external ESG assessment tools
Reporting to the Strategy and Sustainable Development Committee based on monitoring of the Company’s sustainability projects
Continued integration of the GRI, IFRS, SASB, Bank of Russia, and Public Capital Standard for Business recommendations into non‑financial reporting
Preparation of a climate and water use report and its publication on the CDP platform

The six main components of the sustainable development governance framework, please visit the Sustainability section on our website

External assessment of corporate governance

As one of the leaders in the final ranking of companies with best ESG corporate practices compiled by the RAEX independent agency for 2025, PhosAgro holds the highest composite rating (AAA) and the highest rating for G (governance) (AAA).

PhosAgro also tops the ESG transparency ranking compiled by Expert RA, having achieved maximum scores across all assessment categories, including G (governance) – a testament to its commitment to best practices in disclosure and corporate transparency.

Forbes placed Phosagro in the highest platinum tier of its best employers ranking, based on three sets of criteria corresponding to ESG pillars.

In the ESG ranking compiled by the National Rating Agency (NRA) in December 2025, PhosAgro holds fifth place overall and leads in corporate governance practices.

The NRA’s methodology draws on Bank of Russia recommendations, international standards, and best sustainability practices established in Russia.

In 2025, PhosAgro was once again awarded the highest A+ tier – “Leader of Corporate ESG Practice in Russia” – in the Sustainable Corporate Governance Rating of the Da‑Strategy Corporate Development Agency.