Leadership & governance

We are committed to ensuring the highest standards of corporate governance, business practice and ethics.

The primary goal of the Boards of Directors of Letterone Holdings S.A. (“L1 Holdings”) and Letterone Investment Holdings S.A. (“L1 Investment Holdings”) is to ensure the long-term success of L1 for the collective interest of its shareholders.  Governance across L1 is now set up and functioning effectively. L1 is committed to the highest standards of governance based on the requirements set for public companies, including transparent financial reporting. In addition to maximising shareholder value, we strive to foster relationships of trust with employees, governments, suppliers, business partners and minority investors. L1 currently invests through strategic equity holdings in public and private companies.

Board-level Governance

At a corporate level, L1 operates through two Boards of Directors, each with executive, shareholder and independent directors. The Boards are supported by their Audit, Nomination and Remuneration, and Compliance Committees. The Board of Directors of L1 Holdings is responsible for setting investment strategy and approving investment decisions for L1 Energy. The Board of Directors of L1 Investment Holdings is responsible for setting investment strategy and approving investment decisions for L1 Technology, L1 Treasury, L1 Health, and L1 Retail.

Board of Directors

The Board of Directors for both L1 Holdings and L1 Investment Holdings consists of eight people: there are five shareholders, including the principal shareholder Mikhail Fridman (who serves as Board Chairman); Non-Executive Deputy Chairman Lord Davies; CEO Jonathan Muir; COO David Gould.

The Board of Directors of L1 Holdings and L1 Investment Holdings each meet, at a minimum, on a quarterly basis in Luxembourg to review investment performance, and to take decisions on capital allocation (including investments and divestments), strategy and budgets. The Boards also receive regular updates from the Chairmen of each Board Committee (Audit Committee, Compliance Committee and the Nomination and Remuneration Committee). Additional Board meetings are scheduled when time-sensitive investment and strategic decisions are required.

Board Members of L1 Holdings and L1 Investment Holdings

Corporate Governance

We have a strong compliance function, responsible for ensuring that we comply with all relevant legislation and regulations across all countries in which we operate. Where appropriate, we proactively engage with authorities to ensure our structures, processes and procedures meet all relevant standards and we strongly encourage the same approach from the companies in which we invest.

An effective compliance programme is in place, incorporating robust compliance policies, training for  all members of staff, monitoring of transactions and reporting to the Compliance Committees of the Boards. In 2015, outside legal counsel was employed to provide input on compliance and business ethics and support the establishment of world-class compliance systems. Financial reporting is IFRS compliant and subject to annual audit by PwC.

We require that all our employees and others acting on our behalf demonstrate the highest standards of ethical behaviour when conducting L1 business. Furthermore, our compliance policies, including our Anti-Bribery & Corruption Policy, our Anti-Money Laundering Policy, and our Sanctions Compliance Policy, reflect best practice within the sectors in which we operate.

L1 Holdings and L1 Investment Holdings

L1 Holdings is the ultimate parent of the group comprising L1 Energy, which invests in the energy sector. L1 Investment Holdings is the ultimate parent of the group comprising L1 Technology, L1 Health, L1 Retail and L1 Treasury. L1 Investment Holdings makes investments in the telecoms and technology sectors through L1 Technology, in the healthcare sector through L1 Health and in the retail sector through L1 Retail. L1 Treasury manages L1's liquidity and financial investments.

Energy and Technology Investments

The investment teams in – L1 Energy, L1 Technology, L1 Health and L1 Retail - put forward investment recommendations.  The corporate structure of L1 has been carefully designed so that investment decisions are scrutinised thoroughly, before they are presented to the L1 Holdings and L1 Investment Holdings Boards for an investment decision. 

To challenge our investment teams’ recommendations and to challenge our assumptions, we have recruited sector investment advisory boards consisting of internationally respected chief executives and entrepreneurs. Each advisory board provides advice on whether or not to proceed with a particular opportunity in its sector. The advisory boards play an essential role in our investment governance process. 

The oversight of our wholly owned companies, and strategic equity holdings, is undertaken by separate teams in L1 Energy, L1 Technology, L1 Health and L1 Retail. They work actively with the management of the companies we invest in, providing strategic input and monitoring the operational performance of each portfolio. They are responsible for setting strategy, finance, capital allocation, performance management and top team talent management within their companies.

L1 Energy Advisory Board
L1 Technology Advisory Board

Treasury

L1 Treasury manages the liquidity and financial investments of L1. Its investment parameters are set by the Investment and Risk Committee, delegated by the L1 Treasury Board and within a framework ultimately approved by the Board of L1 Investment Holdings. The committee is chaired by Ed Eisler, formerly global Co-Head of the Securities Division of Goldman Sachs, and has experts in the fields of finance and investment. Individual investment decisions are then taken by a separate L1 Treasury team, headed by the CIO of L1 Treasury.

Corporate Auditors

PricewaterhouseCoopers (Luxembourg and London)