2019 168 169 2019 Annual Report Annual Report 01 01 0201 Corporate 0201 03 CORPORATE Governance 03 GOVERNANCE System Corporate governance at PJSC Aeroflot is exercised CORPORATE GOVERNANCE CORPORATE GOVERNANCE CORPORATE by the General Meeting of 04 Shareholders, the Board of 04 Directors, the Management Board, and the Chief Executive Officer. The responsibilities of PJSC Aeroflot’s Corporate Secretary are vested in the Executive Secretary of the Board of Directors, also holding the position of Director of PJSC Aeroflot’s Corporate Governance Department. The Revision Committee supervises the financial and business operations of the Company, its units and services. To ensure reliability and transparency of its financial statements prepared under both the Russian Accounting Standards and the International Financial Reporting Corporate Governance System 169 Standards, PJSC Aeroflot regularly engages Risk Management 203 external auditors. The Internal Audit Department Information for Shareholders and Investors 214 accountable to the Audit Committee of PJSC Aeroflot’s Board of Directors also audits the Company’s financial and operational activities. PJSC Aeroflot PJSC Aeroflot 2019 170 171 2019 Corporate Governance System continued Annual Report Annual Report 01 Key documents ensuring protection of PJSC Aeroflot PJSC Aeroflot controls enabled each of them to have PJSC Aeroflot’s corporate governance 01 shareholder rights include: interests in (holds shares in the a dedicated revision committee principles and procedures are set out 0201 0201 4 Articles of Association charter capital of) a number of made up of PJSC Aeroflot’s Core principles of PJSC Aeroflot’s corporate governance system: in its Articles of Association and other 03 4 Regulations on the General Meeting of subsidiaries, including airlines, representatives. In addition to internal documents. The Corporate 03 Shareholders where PJSC Aeroflot also ensures inspections by revision committees, Governance Code of PJSC Aeroflot 4 Regulations on the Board of Directors compliance with the top standards the airlines are subject to inspections 4 Protection of shareholder rights 4 Establishing an efficient internal summarises and systematises the 4 Regulations on the Management Board of corporate governance by by an auditor approved pursuant to Company’s corporate governance 4 Fair and equal treatment of all control and risk management 4 Regulations on the Revision Committee developing and implementing the relevant bidding procedures. practice. shareholders in exercising their system 4 Corporate Governance Code Group-wide policies and principles. rights 4 Ensuring transparency and 4 Regulations on the Corporate Information Policy The Company has in place a cross- In accordance with the applicable The experts noted, inter alia, the following 4 openness of the Company’s 4 Dividend Policy functional governance system for its laws and their articles of association, Preventing shareholders from positive developments: business 4 Corporate Conduct Code. aviation subsidiaries. each subsidiary airline developed abusing their rights, inflicting 4 Extension of the period for publishing 4 and adopted dedicated internal damage to the Company and other Taking material corporate actions information about an upcoming shareholders on fair terms ensuring that the CORPORATE GOVERNANCE CORPORATE To ensure supervision over documents stipulating the General Meeting of Shareholders GOVERNANCE CORPORATE financial and business activities of responsibilities of its governing 4 Efficient distribution of roles and rights and interests of shareholders to 30 days 04 and other stakeholders are upheld 04 its subsidiary airlines, the Group bodies. powers among the Company’s 4 Expansion of the list of additional governing bodies 4 Compliance with ethical norms and information to be provided to persons 4 Expertise, responsibility and social responsibility standards when entitled to participate in General accountability of the Board of doing business. Meetings of Shareholders Directors and executive bodies 4 Expansion of the scope of the Board of Director’s authority to include PJSC Aeroflot’s corporate governance structure approving internal documents and ensuring functional accountability to the Board of Directors of the Company’s business unit responsible for organising and conducting internal External auditor CEO audits. Compliance with the Russian Corporate Governance Code Code section Principles Complied Partially Not recommended with complied complied by the Code with with 7++ Shareholder Rights 13 13 – – General Board Management Board of Directors 36 26 6 4 Meeting of of Directors Board Shareholders Corporate Secretary 2 2 – – In 2019, the Russian Institute Remuneration System 10 9 1 – of Directors confirmed Risk Management System 6 6 – – PJSC Aeroflot’s corporate Personnel and governance rating at 7++, Remuneration Committee Information Disclosure 7 7 – – Advanced Corporate Revision Internal Audit Management Practices, Audit Committee Material Corporate Actions 5 4 1 – Committee Department according to the new National TOTAL 79 67 8 4 Corporate Governance Rating Strategy Committee scale. PJSC Aeroflot Note. Statistics are based on the Corporate Governance Code Compliance Report (Appendix to this Annual Report). PJSC Aeroflot 2019 172 173 2019 Corporate Governance System continued Annual Report Annual Report General Meeting of Shareholders Board of Directors 01 The General Meeting of Shareholders is The Board of Directors acts as the The main objectives of the Board of Directors 01 PJSC Aeroflot’s supreme governing body Company’s supreme governing 0201 Annual General Meeting of Shareholders on 25 June 2019 0201 responsible for matters most crucial to body between General Meetings of 03 the Company. The respective scope of In 2019, PJSC Aeroflot convened New versions of the following internal Shareholders. The Board of Directors is 4 define the core areas of business for 4 develop the Company’s dividend 03 authority and procedures for convening, the Annual General Meeting of documents of PJSC Aeroflot were responsible for the general management the Company (including subsidiary policy, work out proposals on the holding and summarising General Shareholders in Moscow on 25 June approved: Articles of Association, of the Company’s operations, excluding airlines) to increase its operating profit amount of dividend on Company Meetings of Shareholders are set forth in (Minutes No. 44 dated 26 June 2019). Regulations on the General Meeting matters reserved to the General Meeting 4 operate for the benefit of shareholders, shares and dividend payout procedure, PJSC Aeroflot’s Articles of Association The meeting was attended by holders of Shareholders, Regulations on the of Shareholders, Management Board and supervise the implementation of and present them for approval by the and Regulations on the General Meeting of 64.1% of PJSC Aeroflot’s total share Board of Directors, Regulations on Chief Executive Officer. corporate initiatives General Meeting of Shareholders 4 of Shareholders. The Annual General capital. Remuneration and Compensations 4 supervise the activities of the approve the annual budget and Meeting of Shareholders is held annually Payable to Members of the Board Board activities are guided by Russian Company’s Management Board and monitor its performance no earlier than three months and no later The Annual General Meeting of of Directors, and Regulations on regulations, the Articles of Association Chief Executive Officer 4 discuss and pre-approve draft annual than six months after the end of the fiscal Shareholders approved the Annual the Management Board. of PJSC Aeroflot, resolutions passed by 4 present resolutions on matters within reports, annual accounting statements, CORPORATE GOVERNANCE CORPORATE year. Report, 2018 accounting (financial) General Meetings of Shareholders, and GOVERNANCE CORPORATE the authority of the General Meeting and profit and loss statements statements, the distribution of The General Meeting of Shareholders the Regulations on the Board of Directors of Shareholders for approval by 4 analyse audit reports and opinions of 04 Materials required in preparation for the net profit for FY2018, and the also approved a number of interested of PJSC Aeroflot. 04 shareholders the Revision Committee, and present General Meetings of Shareholders are distribution of prior period retained party transactions (including 4 discuss and approve business plans documents featuring the results of published on the Company’s website earnings. The Annual General Meeting one major transaction), as well The Board’s key focus areas include such audits for consideration by the 4 determine the procedure for in compliance with the majority of of Shareholders also approved the as amendments to the terms of the Company’s long-term sustainable Company’s shareholders recommendations of the Corporate remunerations of members of the an interested party transaction development, effective oversight of distributing profit 4 approve the Company’s special Governance Code to providing Board of Directors and Revision (a series of related transactions). its executive bodies, uncompromising registrar and the terms and conditions shareholders with additional materials in Committee, as recommended by PJSC Aeroflot’s participation in the observance and protection of shareholder of the contract therewith, as well as preparation for meetings. The Company’s the Board of Directors. Digital Transportation and Logistics rights