Board of Directors
Brief biographical details of members of the Board of Directors
Non-Executive Director Chairman of the Board of Directors
Year of birth: 1973
Nationality: Russian Federation
First elected to the Board of Directors in 2017
Chairman of FPC’s Board of Directors since March 2017
Chairman of the Strategic Planning Committee of FPC’s Board of Directors
Education
Emperor Alexander I Saint Petersburg State Transport University with a degree in Locomotives (Electric Locomotives and Electric Trains)
Experience
From 2004 to 2009, he was Head of the Saint Petersburg–Moskovskoye locomotive depot of the Locomotive Directorate, a structural unit of the Transcom Suburban Service Directorate of the Oktyabrskaya Railway, a branch of Russian Railways.
Key professional competencies:
- Macroeconomic and industry analysis
- Government relations
- Strategic planning and development
- Strategic management
Positions held in other companies:
- Member of the Board of Directors at High-Speed Rail Lines
- Chairman of the Board of Directors at OY Karelian Trains Ltd
- Member of the Executive Board at Russian Railways
Non-Executive Director Deputy Chairwoman of the Board of Directors
Year of birth: 1980
Nationality: Russian Federation
First elected to the Board of Directors in March 2018
Member of the Strategic Planning Committee of FPC’s Board of Directors
Education
Lomonosov Moscow State University with a degree in Economics, holds an MBA from the Russian Presidential Academy of National Economy and Public Administration
Experience
From 2012 to 2013, she acted as Director for Strategic Development at HPC Mosenergo.
From 2013 to 2017, she was General Director of VK Consult.
Key professional competencies:
- Government relations
- Corporate governance
- Strategic planning and development
- Strategic management
Positions held in other companies:
- General Director of VESTA
- Member of the boards of directors at RASCOM, Aeroexpress, TransTeleCom, SC CRC-1, Federal Freight
- Chairwoman of the Board of Directors at JSC RZD Business Asset
- Member of the Supervisory Board at GEFCO S.A.
Non-Executive Director
Year of birth: 1960
Nationality: Russian Federation
First elected to the Board of Directors in December 2009 by the founders’ meeting
Education
Novosibirsk Institute of Railway Engineers with a degree in Accounting
PhD in Economics
Experience
Started her career in railways in 1981 as an accountant at the West Siberian Railway.
In 2000, she was appointed Head of the Financial Service at the West Siberian Railway.
From 2002 to 2004, she acted as Deputy Head – Head of the Financial Service at the Moscow Railway.
In 2004, she was appointed Deputy Head of Economics and Finance at the Moscow Railway.
From 2004 to 2005, she was Head of the Financial Management Department at Russian Railways.
From 2005 to 2017, she acted as Head of the Corporate Finance Department and a member of the Executive Board at Russian Railways.
Key professional competencies:
- Corporate finance and investor relations
- Macroeconomic and industry analysis
- Taxation, strategic planning and development
- Finance and audit
Positions held in other companies:
- Member of the Executive Board at Russian Railways
Independent Director
Year of birth: 1970
Nationality: Russian Federation
Elected to the Board of Directors in June 2016
Chairwoman of the Audit and Risk Committee of FPC’s Board of Directors and a member of the Strategic Planning Committee of FPC’s Board of Directors
Education
Moscow State Linguistic University, Faculty of English
Holds MBAs from California State University (Hayward, USA) and the Academy of National Economy under the Government of the Russian Federation
Obtained the IoD Certificate in Company Direction under the IoD’s Chartered Director global programme for the qualification of directors
Experience
Until 2011, she was Director of the Audit Department at PricewaterhouseCoopers International Network.
From 2011 to 2014, she was a partner at Deloitte international network of firms.
From 2014 to 2019, she acted as Deputy Executive Director of the non-profit foundation Forum Analytical Centre; in 2019, she served at the Agency for Strategic Initiatives to Promote New Projects.
Since 2019, she as acted as Deputy Director of the Institute of Transport Economics and Transport Policy Studies, Faculty of Urban and Regional Development at the National Research University Higher School of Economics.
Key professional competencies:
- Finance and audit
- Internal audit and internal control
- Risk management
- Corporate governance
- Management and optimisation of major investment projects
- Strategic planning and development
Positions held in other companies:
- Independent member of the Board of Directors at SC CRC-1
Independent Director
Year of birth: 1968
Nationality: Russian Federation
Elected to the Board of Directors in 2017
Chairman of the Human Resources, Remuneration and Corporate Governance Committee of FPC’s Board of Directors
Education
Ryazan Higher Airborne Command School with a degree in Armoured Fighting Vehicles Operation and Automotive Engineering
Institute of Advanced Training at the Financial Academy under the Government of the Russian Federation with a degree in Economics in Banking and Insurance
Holds an EMBA from Moscow School of Management SKOLKOVO
Obtained the IoD Certificate in Company Direction under the IoD’s Chartered Director global programme for the qualification of directors
Experience
From 1993, he held senior positions and was a member of management boards at several commercial banks.
From 2012 to 2013, he was First Deputy President and a member of the Management Board at Novikombank.
From 2013 to 2017, he was Deputy Chairman of the Board at RIABANK.
Since 2007, he has worked at Stroyholding Stolitsa as Advertising and Marketing Director and as Economics Director.
Since 2020, he has been Deputy Director at the Corporate and Project Management Research Institute, Vice President of the Federation of Parachute Sport of Moscow and a member of the SKOLKOVO Independent Directors Club.
Key professional competencies:
- Finance and audit
- Strategic planning and development
- Corporate governance
- Strategic management
- HR
Positions held in other companies:
- Member of the Board of Directors at GARANT RAIL SERVICES
- Vice President of the Federation of Parachute Sport of Moscow
- Member of the SKOLKOVO Independent Directors Club
Non-Executive Director
Year of birth: 1979
Nationality: Russian Federation
First elected to the Board of Directors in 2018
Member of the Strategic Planning Committee of FPC’s Board of Directors
Education
Moscow State University of Railway Engineering (MIIT) with a degree in Finance and Credit
Holds an Executive MBA from the University of Chicago Booth School of Business
Experience
From 2010 to 2015, he acted as Head of the Management Accounting and Reporting Department at Russian Railways.
Key professional competencies:
- Government relations
- IT and telecommunications
- Strategic planning and development
- Finance and audit
Positions held in other companies:
- Member of the boards of directors of Institute of Economy and Development of Transport (IEDT), and Federal Freight
- Member of the Supervisory Board at GEFCO S.A.
- Member of the management boards at Russian Railways and the Russian Railways Corporate University
Independent Director
Year of birth: 1969
Nationality: Russian Federation
First elected to the Board of Directors in 2020
Member of the Audit and Risk Committee of FPC’s Board of Directors
Education
Moscow Automobile and Road Construction Institute (State Technical University) with a degree in Automobiles and Automotive Infrastructure
Holds an MBA from Kingston University (London, UK)
Experience
From 1993 to 2011, he founded Autorepair Systems and was its CEO until 2011.
From 2011 to 2015, he was Minister of the Government of Moscow, serving as Head of the Department of Science, Industrial Policy and Entrepreneurship of Moscow from 2011 to 2014 and Advisor to the Mayor of Moscow from 2014 to 2015.
Key professional competencies:
- Government relations
- Corporate governance
- Strategic planning and development
- HR management and corporate social responsibility
Positions held in other companies:
- Independent Director at Yandex N.V. and SIBUR Holding
- Co-chairman of the central headquarters of the All-Russia People ’s Front
- Founder of the Gennady Komissarov Foundation for the Support of Young Scientists
Non-Executive Director
Year of birth: 1978
Nationality: Russian Federation
First elected to the Board of Directors in 2020
Education
Plekhanov Russian Academy of Economics with a degree in Economics
Experience
From 2008 to 2011, she was Deputy Head of Borrowing at the Corporate Finance Department of Russian Railways.
From 2011 to 2013, she served as Head of Capital Markets and Investor Relations at the Corporate Finance Department of Russian Railways.
From 2013 to 2015, she was Deputy Head of the Corporate Finance Department – Head of Capital Markets and Investor Relations at Russian Railways.
Key professional competencies:
- Government relations
- Corporate finance and investor relations
- Strategic planning and development
- HR management and corporate social responsibility
Positions held in other companies:
- Member of the Supervisory Board at GEFCO S.A.
- Member of the Board of Directors at TransTeleCom
Executive Director
Year of birth: 1967
Nationality: Russian Federation
First elected to the Board of Directors in 2020
Education
The Ural Electromechanical Institute of Railway Engineers with a degree in Railway Engineering, Operation of Railway Transportation Process
The Ural Academy of Public Administration with a degree in Management
Experience
Started his career in railways in 1984 as a traffic department operator at the Zlatoust branch of the South Ural Railway.
From 1993 to 2008, he held a number of senior positions at the South Ural Railway, a branch of Russian Railways.
Key professional competencies:
- Government relations
- Strategic planning and development
- Strategic management
Positions held in other companies:
- Member of the Board of Directors at FC Lokomotiv Moscow
Additional information on Board members
Members of the Board of Directors do not hold a stake in FPC’s share capital, do not own the Company’s ordinary shares, and were not engaged in any transactions to acquire, or dispose of, FPC shares in the reporting year.
No claims were filed in 2020 against members of the Board of Directors concerning the performance of their duties as directors.
FPC did not extend any loans (credit facilities) to members of the Board of Directors.
No conflicts of interest were reported to the Board of Directors.
Non-executive and independent directors are not eligible for pension contributions, insurance programmes, investment programmes, or other benefits and privileges.
Board of Directors’ report
Composition of the Board of Directors
The Board of Directors is elected by FPC’s Annual General Shareholders Meeting in accordance with the Company’s Articles of Association and is composed of nine members.
In June 2020, the following directors were elected to FPC’s Board of Directors by the Annual General Shareholders Meeting: Vladimir Gaponko, Olga Gnedkova, Vera Evsegneeva, Sergey Zemlyansky, Petr Ivanov, Alexey Komissarov, Tatiana Orlova, Dmitry Pegov, and Alla Saltykova.
The powers of Mikhail Beskhmelnitsyn and Irina Shytkina were terminated.
In November 2020, FPC’s Board of Directors was re-elected by resolution of the Extraordinary General Shareholders Meeting due to the termination of labour relations with the Company’s General Director Petr Ivanov and the need to elect FPC’s current General Director Vladimir Pyastolov to the Board of Directors.
| From 1 January to 30 June | From 30 June to 30 November | From 30 November to 31 December |
|---|---|---|
| Dmitry Pegov | Dmitry Pegov | Dmitry Pegov |
| Mikhail Beskhmelnitsyn | Vladimir Gaponko | Vladimir Gaponko |
| Vladimir Gaponko | Olga Gnedkova | Olga Gnedkova |
| Olga Gnedkova | Vera Evsegneeva | Vera Evsegneeva |
| Vera Evsegneeva | Sergey Zemlyansky | Sergey Zemlyansky |
| Sergey Zemlyansky | Petr Ivanov | Alexey Komissarov |
| Petr Ivanov | Alexey Komissarov | Tatiana Orlova |
| Alla Saltykova | Tatiana Orlova | Vladimir Pyastolov |
| Irina Shytkina | Alla Saltykova | Alla Saltykova |
Structure of the Board of Directors
FPC’s Board of Directors performs efficiently due to a balanced composition of members in terms of their qualifications, experience, expertise and competencies as well as age and gender.
The Company meets the recommendations of the Corporate Governance Code that independent directors should make up at least one third of the Board members.
FPC’s Human Resources, Remuneration and Corporate Governance Committee assesses nominees to the Board of Directors against the independence criteria set by the Corporate Governance Code. Based on the information submitted to the Committee, the following Board members meet the formal independence criteria: Alla Saltykova, Sergey Zemlyansky, Alexey Komissarov.
The Board includes four women and five men from different age groups, allowing directors to gain a deep insight into agenda items.
The Board members are highly skilled professionals and have the trust of shareholders. The Human Resources, Remuneration and Corporate Governance Committee reviewed the professional qualifications of all nominees to the Board of Directors.
Director Olga Gnedkova has been a continuous Board member since first elected by the founders’ meeting in 2009.
Induction programme and training
To gain a prompt and efficient insight into FPC’s operating, financial and business activities, new members of the Board of Directors take an induction training course under the Induction Programme for Newly Elected Members of FPC’s Board of Directors approved by the Board.
As part of the induction training, FPC organises office meetings with the General Director and key managers, provides key documents and presentations about FPC’s operations, and arranges for site visits to the Company’s facilities.
In 2020, the induction training was conducted for Alexey Komissarov, an independent director. As part of the induction training, meetings with the General Director and Deputy General Directors were held at the Company’s office, and site visits to the Situation Centre and the Company’s facilities were arranged.
To enhance the directors’ professional competencies, the Company engages them in forums, strategic sessions, conferences and other events relevant to FPC’s profile.
Meetings of the Board of Directors
A sufficient number of meetings of the Board of Directors are held regularly in line with the approved activity plan. In 2020, amid the COVID-19 pandemic, the frequency of in-person Board meetings decreased with meetings moved online. At the same time, the meetings were as intensive as in 2019. Directors actively participated in the Board’s activities: attendance at meetings was 95 %.
In 2020, 26 meetings of FPC’s Board of Directors were held, including 21 meetings in absentia and 5 meetings in person. The Board reviewed 136 matters during 2020. The length of in-person meetings averaged 1.7 hours.
| Name | Meetings in | Meetings in absentia | % |
|---|---|---|---|
| Mikhail Beskhmelnitsyn | 2(0)/2 | 6/11 | 54 |
| Vladimir Gaponko | 3(0)/5 | 17/21 | 80 |
| Olga Gnedkova | 3(2)/5 | 21/21 | 100 |
| Vera Evsegneeva | 3(2)/5 | 21/21 | 100 |
| Sergey Zemlyansky | 5(0)/5 | 21/21 | 100 |
| Petr Ivanov | 4(1)/5 | 18/18 | 100 |
| Dmitry Pegov | 5(0)/5 | 21/21 | 100 |
| Alla Saltykova | 4(1)/5 | 21/21 | 100 |
| Irina Shytkina | 1(1)/2 | 11/11 | 100 |
| Alexey Komissarov | 2(1)/3 | 10/10 | 100 |
| Tatiana Orlova | 0(2)/3 | 9/10 | 90 |
| Vladimir Pyastolov | 0 | 3/3 | 100 |
| Group of matters | Resolutions |
|---|---|
| Strategic matters | Approved JSC FPC’s IT Programme for 2020 |
| Approved adjustments to FPC’s budget for 2020 based on the 1H 2020 performance | |
| Resolved to adjust JSC FPC’s Investment Programme for 2020–2022 | |
| Approved the Regulations on the System of Key Performance Indicators of JSC FPC, as well as target values of key performance indicators of JSC FPC for 2020 | |
| Approved the new version of the Regulations on JSC FPC’s Dividend Policy | |
| Securities | Resolved to increase FPC’s share capital by placing additional shares and approved the document containing the terms and conditions of placing FPC securities |
| Corporate governance | Resolved on convening the Annual and Extraordinary General Shareholders Meetings of JSC FPC and making relevant preparations |
| Resolved on the organisation of activities of the Board of Directors’ committees, in particular, approved the committees’ activity plans for the 2020/2021 corporate year Reviewed reports on the committees’ performance in the 2019/2020 corporate year | |
| Reviewed the results of performance evaluation of FPC’s Board of Directors and its committees | |
| Adopted as guidance the Guidelines on Standards for Providing Materials Regarding Items on the Agenda of the General Shareholders (Members) Meeting and on the Agenda of Meetings of the Board of Directors (Supervisory Board) of Business Entities | |
| Reviewed the results of evaluation of FPC’s corporate governance practice in 2019 conducted by the Internal Audit Unit | |
| Reviewed the report on corporate governance practice at business entities in which FPC directly or indirectly holds an interest | |
| Internal audit, internal control, and risk management | Reviewed reports on the performance of the Internal Audit Unit in 2019 and 1H 2020 |
| Approved JSC FPC’s Code of Ethics for Internal Auditors | |
| Reviewed the results of self-evaluation of FPC’s risk management and internal control system | |
| Reviewed the register of key risks and the Procedure for Determining the Acceptable Risk Levels | |
| Reviewed the results of evaluation of the reliability and effectiveness of FPC’s risk management and internal control system in 2019 conducted by the Internal Audit Unit | |
| HR | Resolved to elect FPC’s General Director |
| Approved candidates to the positions of FPC’s Deputy General Director and heads of FPC’s branch | |
| Reviewed the reports of FPC’s General Director on the implementation of measures to counter the negative consequences of the coronavirus pandemic |
Performance evaluation of FPC’s Board of Directors
The Company formalised the Board of Directors’ performance evaluation procedure in the Regulations on Performance Evaluation of the Board of Directors, Board Members, and Committees of the Board of Directors of JSC FPC, approved by FPC’s Board of Directors in October 2015.
In the reporting period, FPC’s Board of Directors carried out a self-evaluation through questionnaires filled in by Board members to evaluate the overall performance of the Board of Directors and its committees as well as individual performance of each Board member. The analysis included the needs of the Board of Directors in terms of professional qualifications, experience and business skills of Board members, the number of Board members, and the performance of the Chairman of the Board of Directors and the Corporate Secretary.
The Board of Directors reviewed the self-evaluation results at its meeting in June 2020.
The weighted average performance score was 4.5 out of 5 for the Board of Directors and 4.8 out of 5 for individual Board members. The evaluation showed that most of the assessed parameters comply with best-practice standards.
The Board of Directors and its committees intend to adhere to the Company’s established practices and maintain high performance levels in 2021.
Key results of performance evaluation
- The Board of Directors has the necessary competencies to drive the Company’s growth Distribution of authority between the Board of Directors and the executive management team can be deemed reasonable.
- The Board of Directors duly monitors the Company’s financial position and the work of FPC’s executive bodies.
- The Board of Directors’ committees are highly effective; their activities are well organised. The committees support the Board of Directors’ efficient performance.
- The Chairman of the Board of Directors duly exercises his formalised and non-formalised responsibilities.
- The Board members effectively interact with each other as well as with shareholders, stakeholders and executives.
Remuneration of members of the Board of Directors
The principles for motivating members of FPC’s Board of Directors, as well as paying compensation and reimbursement of expenses to members of the Board of Directors are set out in the Regulations on Remuneration and Compensation Payable to Members of FPC’s Board of Directors approved by FPC’s Annual General Shareholders Meeting in June 2018.
The Regulations include transparent mechanisms to determine directors’ remuneration in line with the recommendations of the Corporate Governance Code. The remuneration paid for the past corporate year is the only form of monetary remuneration payable to members of the Board of Directors. FPC does not apply any form of short-term motivation or additional financial incentive for its directors.
Remuneration of members of the Board of Directors is differentiated depending on the scope of directors’ responsibilities and considering additional time spent on discharging the functions of the Chairman of the Board of Directors, the Deputy Chairman of the Board of Directors, a committee member, and a committee Chairman or Deputy Chairman.
To calculate fixed remuneration for serving on the Board of Directors, FPC uses a formula based on the fixed part of remuneration adjusted for the factor of a director’s attendance at meetings and a factor of his/her contribution to the performance of the Board of Directors as its Chairman or Deputy Chairman.
Additional remuneration is payable for serving on a committee of the Board of Directors, which is calculated based on the fixed part of remuneration adjusted for the factor of a director’s attendance at committee meetings and an additional factor for discharging the functions of the Chairman, the Deputy Chairman, or a member of a committee of the Board of Directors.
| Function | Payment |
|---|---|
| Chairman of the Board of Directors | 50 % of the fixed part of remuneration |
| Deputy Chairman of the Board of Directors | 25 % of the fixed part of remuneration |
| Committee Chairman | 25 % of the fixed part of remuneration |
| Deputy Chairman of a committee | 25 % of the fixed part of remuneration for the meetings where the director acted as Chairman of a committee of the Board of Directors |
| Committee member | 15 % of the fixed part of remuneration |
If a member of the Board of Directors is a member of several committees, additional remuneration is calculated and paid for serving on each committee.
The remuneration for serving on the Board of Directors is only paid if a director attends at least 50 % of meetings (from his/her election to the termination of powers).
Additional remuneration is only paid if a director attends (personally or by submitting a written opinion) at least 50 % of in-person committee meetings (from his/her election to the termination of powers).
Members of FPC’s Board of Directors are reimbursed for expenses incurred when attending the Board meetings (committee meetings) in the amount of actual and documented expenses, in particular:
- travel expenses for a round trip to the venue of the Board meeting (committee meeting) (including passenger insurance and service fee) by plane in business class or by train in a first-class sleeping carriage
- travel expenses for a round trip from the airport or the railway station to the hotel
- accommodation expenses for a single room in a hotel
- other expenses incurred when attending the Board meeting (committee meeting).