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CORPORATE GOVERNANCE 126 | 127 Board of Directors The Board acts pursuant to the laws of the • approval of budget implementation expiry6. It was resolved that the new Russian Federation, the Charter of Russian reports for 2019, approval and Board would comprise 14 directors, and Railways1 and the Regulation on the Board adjustment of budgets for 2020, new Board members were elected. of Directors of Russian Railways2. 2021–2022; • approval of material transactions; Directors who left the Board: The key objective of the Board of • dividend payouts; • Maxim Akimov; Directors is to pursue a policy that • participation in and withdrawal from • Grigory Berezkin; supports the Company’s robust growth, other legal entities. • Arkady Dvorkovich; improves the sustainability of its • Dmitry Patrushev; operations, and increases profitability. Furthermore, the Board of Directors • Vladimir Puchkov; The Board also determines the Company’s regularly reviewed procurement reports • Mikhail Rasstrigin. business priorities, approves its long-term for 2019 and 2020, reports on the disposal plans and core programmes, including the of non-core assets, as well as reports on Newly elected directors: budget and the investment programme, the allocation of funds for charity and • Andrey Belousov; and defines general principles of and sponsorship activities. • Maxim Reshetnikov; approaches to risk management in the • Alexey Sazanov; Company. In 2020, Russian Railways implemented • Irek Fayzullin; an action plan to improve the efficiency of • Sergey Frank; In line with international corporate the Board of Directors3. In particular, the • Dmitry Chernyshenko. governance practices, independent following documents were developed and directors have been elected to the approved by the Board: Andrey Belousov was elected Chairman of Board of Directors of Russian Railways • Onboarding Procedure for Newly Russian Railways’ Board of Directors7. since 2008. Elected Members of the Board of Directors;4 In September 2020, when the sole The Board of Directors supervises the • Procedure for the Preparation shareholder was making the decisions Company’s corporate governance and Submission of Materials and that fall within the competence of the practices. Pursuant to the Company’s Information to Russian Railways’ Board Annual General Meeting of Shareholders, Charter and the recommendations of the of Directors and the Committees of the the number and composition of the Corporate Governance Code, the Board Board of Directors.5 Board of Directors did not change. As at of Directors plays a key role in decision- 31 December 2020, Russian Railways’ making with respect to the Company’s The Board of Directors also approved Board of Directors comprised 14 members. controlled entities. the Regulation on Internal Audit, which provides for the functional In 2020, the Board determined the subordination of the Head of Internal voting position of the Company (its Audit to the Board of Directors. The Board representatives) at meetings of the approved the candidate for the Head governance bodies of its controlled of Internal Audit and the terms of their entities on the following matters: remuneration. • approval of the agenda for general meetings of shareholders; In 2020, the composition of the Board of • election of members of the boards of Directors underwent a number of changes. directors and chairmen of the boards of In March 2020, Russian Railways’ sole directors; shareholder decided to terminate the • election of audit commissions; powers of the Board of Directors before 1 Approved by Resolution No. 585 of the Russian Government dated 18 September 2003. 2 Approved by Order No. 265-r of the Russian Government dated 25 February 2004. 3 Approved by the Company’s Board of Directors, Minutes No. 1 dated 24 July 2019. 4 Minutes No. 19 dated 24 July 2020. 5 Minutes No. 4 dated 21 December 2020. 6 Order No. 552-r of the Russian Government dated 6 March 2020. 7 Resolution of the Board of Directors dated 25 March 2020, Minutes No. 14. ANNUAL REPORT − 2020 RUSSIAN RAILWAYS Participation of the Board of Directors in sustainable development management Sustainable development management is provides for a number of investment The Board of Directors regularly reviews an essential part of the Board’s activities. projects to improve the lives of Russian reports on the implementation of the Within its scope of authority, the Board of residents, create a comfortable and safe Charity and Sponsorship Policy, the Directors reviews and approves the basic environment for life and development Group’s Comprehensive Innovative internal documents and monitors their of tourism (the Ultra High-Speed Development Programme, and the implementation. Railway Lines project, infrastructure Consolidated Programme to Improve development projects at Central and Operational Efficiency. In 2020, the Board In 2020, the Board adopted the following St Petersburg transport hubs); also reviewed a report on the progress resolutions on social and environmental • resolved to donate social, educational, against the Conceptual Framework for the matters: sports and cultural facilities to Reform of the Russian Railways Preschool • approved the Group’s Comprehensive municipal and regional public law and School Education for 2017–2020. Innovative Development Programme entities. until 2025, which includes, among other things, the achievement of Amid the COVID-19 pandemic, Russian 2025 KPIs for energy efficiency, safety Railways’ Board of Directors supported and reduction of greenhouse gas the executive bodies’ proposals aimed emissions; at mitigating the damage from the • approved a RUB 370 bn perpetual restrictions introduced in the spring bond programme, with the first in and summer of 2020. Russian Railways Russia issue of green bonds placed in refused to limit working hours for its September 2020; staff, safeguarding a stable working • approved Russian Railways’ investment environment and decent working programme for 2021–2023, which conditions. Role of the Board of Directors in overseeing the achievement of the UN Sustainable Development Goals UN Sustainable Development Goals The role of the Board of Directors In 2017, the Board of Directors approved the Conceptual Framework for the Reform of Healthcare Facilities of Russian Railways (resolution dated 11 September 2017, Minutes No. 9). The Conceptual Framework for the Reform of the Russian Railways Preschool and School Education for 2017–2020 is in place (resolution dated 11 September 2017, Minutes No. 9). In 2019, Russian Railways’ Long-Term Development Programme until 2025 was approved in order to achieve the national goals and strategic objectives of the Russian Federation. The financial plan and investment programme for 2021–2023 approved by the Board of Directors on 29 December 2020 (Minutes No. 5) provide more details on the Long-Term Development Programme. CORPORATE GOVERNANCE 128 | 129 UN Sustainable Development Goals The role of the Board of Directors The investment programme for 2021–2023 approved by the Board of Directors on 29 December 2020 (Minutes No. 5) aims at developing and upgrading the railway infrastructure of the Russian Federation, including in major metropolitan areas. The Board of Directors approved the Consolidated Programme to Improve Operational Efficiency and Optimise Costs in 2019–2025 (resolution dated 28 June 2019, Minutes No. 20). Programme implementation reports are reviewed on a quarterly basis. The Board of Directors approved the Group’s Comprehensive Innovative Development Programme until 2025 (resolution dated 26 February 2020, Minutes No. 13), which contains a set of measures (including KPIs) aimed at improving energy efficiency and reducing greenhouse gas emissions. Programme implementation reports are reviewed annually. Composition of the Board of Directors as Meetings of the at 31 December 2020 Board of Directors in 2020 Representatives of the Russian Independent directors: Federation: • Christian Kern; • Andrey Belousov; • Sergey Nedoroslev; In 2020, the Board of Directors of • Oleg Belozerov; • Sergey Stepashin. Russian Railways held 17 meetings, • Yevgeny Ditrikh; including 2 meetings held in person and • Kirill Dmitriev; Members of the Board of Directors hold 15 conducted in the form of absentee • Andrey Ivanov; no stakes in the charter capital of Russian voting. The Board of Directors considered • Maxim Reshetnikov; Railways. 132 matters focusing on a variety of the • Alexander Ryazanov; Company’s business areas. • Alexey Sazanov; • Irek Fayzullin; • Sergey Frank; • Dmitry Chernyshenko. Brief biographies of the Board members are available on the Company’s website at ANNUAL REPORT − 2020 RUSSIAN RAILWAYS Report on the performance of the Board of Directors and material resolutions adopted in 2020 In 2020, as part of its key tasks and • resolved to terminate and appoint • prepared recommendations for the responsibilities, Russian Railways’ Board members of Russian Railways’ Company’s Annual General Meeting of Directors: Management Board; of Shareholders on the approval of an • approved the Non-Core Assets • authorised members of Russian auditor for Russian Railways for 2020 Disposal Plan for 2020; Railways’ Management Board to hold and approved the auditor fees; • approved the Standard for Assessing positions in the governance bodies of • prepared recommendations for the the Implementation of the Long-Term other entities; Company’s Annual General Meeting Development Programme and KPI • decided on the price and terms for of Shareholders
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