The Company’s Management Board is a collective executive body responsible for the general management of business operations, except for matters reserved to the General Meeting of Shareholders or the CEO and Chairman of the Management Board as per the Federal Law On Joint-Stock Companies and the Company’s Charter, unless otherwise stated by the Charter.
The Management Board’s key responsibilities:
- developing proposals on the Company’s business strategy;
- implementing its financial and business policy;
- making decisions on the most important matters of its day-to-day operations;
- coordinating activities between its divisions;
- reviewing and approving the Company’s risk reporting;
- reviewing and verifying (approving) the Company’s risk appetite and the approach to its determination for submission to the Board of Directors;
- protecting shareholder rights and legitimate interests.
Documents regulating the Management Board’s activities:
- Russian laws;
- the Company’s Charter;
- resolutions of the General Meeting of Shareholders and the Board of Directors;
- the Regulation on the Russian Railways Management Board;
- the Company’s internal regulations.
The Management Board acts in the Company’s interests and reports to the Company’s General Meeting of Shareholders and the Board of Directors.
Members of the Russian Railways Management Board are appointed by the Company’s Board of Directors, while the Chairman of the Management Board is appointed by the Government of the Russian Federation.
Remuneration of the Management Board
Focused on improving the effectiveness of the individual and collective performance of the Management Board members, the remuneration system relies on the following three components:
- KPI achievement;
- personal performance assessment of each member;
- performance assessment of the Management Board and Russian Railways as a whole.
In 2022, the Company updated the Regulation on Key Performance Indicators Approved by resolution of Russian Railways’ Board of Directors dated 14 September 2022,
- KPI development principles;
- KPI structure and list;
- procedures for approving and controlling KPI achievement.
In 2022, to regulate the remuneration payable to the Management Board, the Company relied on the Regulation on the Total Annual Personal Remuneration for Members of Russian Railways’ Executive Officers Approved by resolution of Russian Railways’ Board of Directors dated 22 December 2022, Minutes No. 7. developed in accordance with the Regulation on the Remuneration to Chief Executive Officers, Their Deputies, Chief Accountants and Members of Collective Executive Bodies at State Corporations, Companies and Enterprises in which Shares in the Charter Capital are Owned by the Russian Federation Approved by Decree No. 1127 of the Russian Government dated 23 June 2022. .