Board of Directors
The Board’s key objective is to ensure the Company’s general management and determine its business priorities and development strategy. The Board of Directors defines general principles of and approaches to risk management in the Company and approves:
- the Company’s long-term development plans;
- core operating programmes and functional development strategies;
- a financial plan and an investment programme.
In line with international corporate governance practices, independent directors have been elected to the Board of Directors of Russian Railways since 2008. Independent directors shall have the professional skills, competencies and experience to form their own opinions and make objective judgements not influenced by the Company’s executive bodies and shareholder.
Independent directors are members of all committees of the Board of Directors of Russian Railways.
Remuneration of the Board of Directors
In 2022, the Annual General Meeting of Shareholders of Russian Railways adopted a resolution to pay remuneration for the 2021–2022 corporate year to the Company’s directors who are non-government employees. The remuneration size meets recommendations by the Board of DirectorsApproved by resolution of Russian Railways’ Board of Directors dated 20 June 2022, Minutes No. 19. as prescribed by the Regulation on Remuneration and Compensation Paid to Members of the Russian Railways Board of DirectorsApproved by resolution of Russian Railways’ Board of Directors dated 26 June 2018, Minutes No. 25..
Remuneration of a member of the Company’s Board of Directors consists of the basic and additional components.
The basic component is calculated depending on the participation of directors in Board meetings. The maximum basic remuneration for a member of the Board is RUB 4,000,000.
For taking on additional responsibilities, Board members are paid additional remuneration calculated as the basic portion of remuneration multiplied by the following ratios:
- 3.5 – for the functions performed by the Chairman of the Board of Russian Railways (excluding individuals who perform the functions of the Chairman of the Board of Directors of Russian Railways in the chairman’s absence);
- 1.5 – for the functions performed by the chairman of a Board committee of Russian Railways;
- 0.5 – for the functions performed by a member of a Board committee of Russian Railways;
Additional remuneration for participation in the work of the Board committees is paid subject to the director personally attending or producing a written opinion for at least 75% of in-person committee meetings held over the course of the corporate year.
If a member of the Board of Directors performs the functions of a member and/or the chairman of a Board committee on more than two committees, additional remuneration is paid for the functions performed on two committees only.
Additional remuneration is calculated and paid for the period of actual performance of additional functions.
A Board member may waive their remuneration in full or in part.
The Regulation on Remuneration and Compensation Paid to Members of Russian Railways’ Board of Directors does not apply to directors who are members of the executive bodies of Russian Railways or who are restricted or prohibited by Russian laws from receiving any payments from commercial organisations.