Board of Directors
The Board of Directors occupies a key position in the JSC FPC system of corporate governance as it determines which direction of development to prioritize, authorizes the basic financial-economic models of the Company and functions as an overseer for their fulfilment and develops both near-future and long-term strategies.
The nine members of the Board of Directors are elected every year by the JSC FPC Annual General Shareholders Meeting. Members of the Company’s Board of Directors are selected based on their flawless professional reputation and significant experience in the area of rail transport, earning them the complete trust of the Company’s shareholders.
More than 50% of the Board of Directors has remained unchanged since having been elected at the JSC FPC founder’s meeting in 2009. In June, 2013, V.I. Reshetnikov, Senior Vice-President of JSC FPC, was chosen to represent the JSC FPC Board of directors a fourth time.
In 2013, a change was made to the Company’s Board of Directors: by a decision of the JSC FPC Annual General Shareholders Meeting on June 26, 2013, I.A. Kostenets, Head of the JSC RZD Department of Economics, was chosen for the Board of Directors for the 2013-2014 corporate year.
The powers of JSC FPC Board of Director member, T.V. Andranovich, Deputy Head of the JSC RZD Department of Economics, have been terminated. However, she plays an active role in the fate of the company, working in two committees on the Board of Directors: the Human Resources and Remunerations Committee and the Audit Committee.
For the second year in a row, two independent members were the most active participants in the JSC FPC Board of Directors:
- Ann-Marie Idrak — Senior Advisor at Suez-Environment;
- Yu.Z. Saakyan — General Director of the Institute of Natural Monopolies Research, an independent, non-profit organisation.
Currently, the following have been added to the JSC FPC Board of Directors: 2 independent directors, 1 executive director and six non-executive directors, three of whom are members of committees of the Board of Directors.
Over the course of 2013, 15 sessions of the JPC FPC Board of Directors were held:
- 2 sessions in person;
- 13 sessions in absentia.
141 issues were examined by the JSC FPC Board of Directors.
| № |
Январь — июнь решение годового Общего собрания акционеров № 12 от 29.06.12 г. |
Июль — декабрь решение годового Общего собрания акционеров № 19 от 26.06.13 г. |
| 1 |
M.P. Akulov Executive Director |
M.P. Akulov Executive Director |
| 2 |
T.V. Andravonich Non-executive Director, Committee Member |
V.A. Beremeev Non-executive Director, Committee Member |
| 3 |
V.A. Beremeev Non-executive Director, Committee Member |
G.V. Verkhovikh Non-executive Director, Committee Member |
| 4 |
G.V. Verkhovikh Non-executive Director, Committee Member |
O.E. Gnedkova Non-executive Director, Committee Member |
| 5 |
O.E. Gnedkova Non-executive Director, Committee Member |
Ann-Marie Indrak Independent Director |
| 6 |
Ann-Marie Indrak Independent Director |
A.V. Illarionov Non-executive Director |
| 7 |
A.V. Illarionov Non-executive Director, Committee Member |
I.A. Kostenetz Non-executive Director |
| 8 |
V.I Reshetnikov Non-executive Director |
V.I. Reshetnikov Non-executive Director |
| 9 |
Yu.Z. Saakyan Independent Director |
Yu.Z. Saakyan Independent Director |
| Decision |
Details |
| The procedure for forming the organisational management structure at JSC FPC was approved. |
The procedure establishes the requirements for the structure, order of development and approval of organisational and personnel documents at JSC FPC. |
| The JSC FPC budget for 2013-2015 was approved. |
The budget was shaped by the main targets provided by the JSC FPC Development Strategy for 2030 and by the JSC FPC main priorities of development for 2015 and includes marketing analysis and data on manufacturing activity as well as the financial performance and results of the Company. |
| The JSC FPC Anti-crisis Programme for 2013-2015 was approved. |
The Programme was developed with the goal of ensuring the balance of JSC FPC’s financial stability in the face of shrinking government subsidies. The Programme provides measures to reduce JSC FPC’s expenditure budget by reducing the costs of personnel management and procurement and supply activities as well as by improving the efficiency of the Company’s use of resources. |
| The JSC FPC Insurance Programme for 2014-2015 was approved. |
The programme was developed in accordance with the regulations on the insurance protection of JSC FPC and takes into account the costs of the following types of insurance: Required civil liability insurance for owners of dangerous installations for injuries caused by the aforementioned as a result of an accident; Rolling stock insurance; Immovable property insurance; Voluntary health insurance and insurance against accidents and illnesses of the employees JSC FPC; Civil liability insurance for vehicle owners (CTP); Vehicle insurance (Comprehensive); Required civil liability insurance for transporters for the causation of danger to the life, health and property of passengers. |
| Estimations of the progress of the realisation of JSP FPC’s development strategies in 2012 were reviewed. |
A report was prepared as to the main factors and events that had a significant impact on the progress of implementing JSP FPC’s development strategy in 2012 and includes an account of the fulfilment of the basic parameters of the development of JSP FPC till 2015 and an account of the realisation of strategic projects and the fulfilment of strategic tasks at JSC FPC in 2012. |
| A new edition of the JSC FPC Credit Policy was approved. |
The necessity of the update of the Credit Policy was connected to the Company’s plans to borrow money by means of issuing public bonds. |
| A decision to issue additional shares of JSC FPC was approved. |
Within the scope of the additional shares of the Company to be issued, a decision to issue additional JSC FPC securities was approved: ordinary registered uncertified shares with a nominal value of 1 (one) rouble each in an amount of 5,000,000 (five million) shares placed by closed subscription. |
| First name, Patronymic, Last name |
Participation |
% |
| M.P. Akulov |
14 out of 15 |
93 |
|
T.V. AndravonichThe powers of Board of Directors member T.V. Andranovich were terminated by the decision of the Annual General Shareholders Meeting 19 on 06/26/13.
|
6 out of 7 |
86 |
| V.A. Beremeev |
14 out of 15 |
93 |
| G.V. Verkhovikh |
7 out of 15 |
47 |
| O.E. Gnedkova |
14 out of 15 |
93 |
| Ann-Marie Indrak |
14 out of 15 |
93 |
| A.V. Illarionov |
13 out of 15 |
87 |
|
I.A. KostenetzV.A. Kostenets was selected for the Board of Directors by the decision of the Annual General Shareholders Meeting 19 on 06/26/13.
|
7 out of 8 |
88 |
| V.I. Reshetnikov |
13 out of 15 |
87 |
| Yu.Z. Saakyan |
15 out of 15 |
100 |
Remuneration of Members of the Board of Directors
In May of 2013, the Company approved a new version of regulations for the payment of remunerations and compensation to members of the Board of Directors. This new version provides for participation in the Board of Directors (fixed fee) and annual remuneration (based on the net income of the company in the reported period).
For participation in Board of Directors sessions (regardless of the manner in which they are held) members of the Board shall receive remunerations in an amount equivalent to three times the minimum wage at Joint Stock Company “Russian Railways.”
The total remunerations paid to members of the Board of Directors for participation in sessions in 2013 amounted to 2,255,681 roubles and annual remuneration amounted to 4,946,441 roubles.
Members of the Board of DirectorsMembers of the Board of Directors do not own stock in the company; no claims against members
of the Board of Directors in connection with their performance as members of the Board have been made.
Date of Birth 1952 год.
Citizenship: Russian Federation
Selection to the Board First selected to the Board of Directors in December of 2009 by a founders meeting. Has acted as Chairman of the Board of JSC FPC since December of 2009.
Membership in Committees of the Board of Directors Not a member of any Committees
Education Graduated from the Leningrad Electrotechnical Institute as a Systems Engineer.
Work History In 2002, he was appointed to the post of Head of the Department of Economic Security in the Ministry of Railways of the RF. In 2003, he was appointed the Head of the Security Department of JSC RZD. Since 2010, has functioned as Senior Vice-President of JSC RZD.
Membership in Various Organisations Member of the Board of Directors at: JSC UK Murmansk Transport Hub, JSC VNIIZhT, JSC TransTeleCom, Yuzhno-Kavkazskaya Railways JSC and JSC Skorostniye Magistrali. Member of the Supervisory Board of the ANO Corporate University of RZD. Member of Management at JSC RZD
Transactions with JSC FPC Not concluded
Date of Birth 1959
Citizenship: Russian Federation
Selection to the Board First selected to the Board of Directors in December of 2009 by a founders meeting. Has acted as Deputy Chairman of the Board of JSC FPC since December of 2009.
Membership in Committees of the Board of Directors Chairman of the Human Resources and Remunerations Committee of the JSC FPC Board of Directors.
Education Graduated from the Leningrad Institute of Railway Engineers with a specialisation in Railway Operation.
Work History Since 2005, he has functioned as Deputy Chief of the October Railway, a branch of JSC RZD for passenger transport. Since 2007, he has functioned as Head of the Department of Passenger Transport at JSC RZD. Since 2013, he has functioned as Head of the Department of the Passenger Transport Business Management unit of JSC RZD.
Membership in Various Organisations Member of the Board of Directors at: JSC TVZ JSC Vagonremmash LLC Aeroekspress
Transactions with JSC FPC Civil contract to participate in the Human Resources and Remunerations Committee of the JSC FPC Board of Directors.
Date of Birth 1960
Citizenship: Russian Federation
Selection to the Board First selected to the Board of Directors in December of 2009 by a founders meeting.
Membership in Committees of the Board of Directors Not a member of any Committees
Education Graduated from the Moscow Institute of Railway Engineers with a specialisation in Electrification of Railway Transport and the Russian Presidential Academy of National Economy and Public Administration.
Work History His career in railway transport began in 1982 as a foreman at the Moscow-Kiev Passenger railway locomotive depot. From 2005 until today he has functioned as Vice-President of JSC RZD. In 2009, he was selected as the General Director of JSC FPC.
Membership in Various Organisations Member of the Board of Directors of Oy Karelian Trains Ltd. Member of the Supervisory Board at: ANO Corporate University of RZD. Member of Management at JSC RZD
Transactions with JSC FPC Employment Agreement
Date of Birth 1976
Citizenship: Russian Federation
Selection to the Board First selected to the Board of Directors in December of 2009 by a founders meeting.
Membership in Committees of the Board of Directors Chairman of the Strategic Planning Committee of the JSC FPC Board of Directors.
Education Graduated from the Moscow State University of Railway Engineering (MIIT) with a specialisation in Economic Informatics and Automated Control Systems. PhD in Economics.
Work History He began his career in railway transport in 2002 as Deputy Chief of Consolidated Forecasts and Economic Analysis in the Department of Economics of the Ministry of Railways of the RF. Since 2010, he has functioned as the Head of the Department of Economic Markets and Strategic Development at JSC RZD. In 2012, he was appointed advisor to the President of JSC RZD.
Membership in Various Organisations Member of the Board of Directors at: JSC Yuzhno-Kavkazskaya Railway, JSC Federal Freight Company, JSC RZD Logistika, JSC VHIIZhT, JSC Transmashkholding.
Transactions with JSC FPC Civil contract to participate in the Strategic Planning Committee of the JSC FPC Board of Directors.
Date of Birth 1960
Citizenship: Russian Federation
Selection to the Board First selected to the Board of Directors in December of 2009 by a founders meeting.
Membership in Committees of the Board of Directors Chairman of the Audit Committee of the JSC FPC Board of Directors.
Education Graduated from the Novosibirsk Institute of Railway Engineers with a specialisation in Accounting. PhD in Economics.
Work History She began her career in railway transport in 1981 as an accountant at the Zapadno-Sibirskaya Railway. In 2000, she was appointed Head of Financial Services at the Zapadno-Sibirskaya Railway. From 2002 until 2004, she was the Deputy Chief of the Moscow Railway and Head of Financial Services. In 2004, she was appointed Deputy Chief of Economics and Finances of the Moscow Railway. From 2004 until 2005, she was the Head of the Department of Financial Management at JSC RZD. Since 2005, she has functioned as Head of the Department of Corporate Finance at JSC RZD.
Membership in Various Organisations Member of Management at JSC RZD Member of the Board of Directors at: JSC Kompaniya TransTeleKom.
Transactions with JSC FPC Completed a civil contract with JSC FPC to participate in the Audit Committee of the Board of Directors of JSC FPC.
Date of Birth 1951
Citizenship: France
Selection to the Board Selected to the Board of Directors in June of 2012.
Membership in Committees of the Board of Directors Not a member of any Committees
Education Graduated from the University of Paris with a level II degree in Law, the Institute of Political Studies (IEP), the Graduate School of Public Service (ENA) and education in Simone Weil classes.
Work History For a significant portion of her career, she held senior positions in public housing, urban development and transportation services. Since 2002, she has functioned as Chairman and General Director of RATP, a public transport organisation in Paris. From 2002 until 2008 she was the Chairman and General Director of SNCF French Railways. She is currently a Senior Advisor to the General Director of SUEZ Environment S.A. and a Deputy at SIA Partners.
Membership in Various Organisations Member of the Board of Directors at: BOUYGUES S.A., MEDIOBANCA S.p.A., VALLOUREC S.A.,TOTAL S.A., SAINT GOBAIN S.A. Member of the Supervisory Board at VALLOUREC S.A. Vice-President of the ROBERT SCHUMMANN Fund
Transactions with JSC FPC Not concluded
Date of Birth 1966
Citizenship: Russian Federation
Selection to the Board First selected to the Board of Directors in December of 2009 by a founders meeting.
Membership in Committees of the Board of Directors Member of the Human Resources and Remunerations Committee of the JSC FPC Board of Directors.
Education He graduated from the Kalinin Leningrad Polytechnical Institute with a specialisation in Applied Mathematics.
Work History In 2005, he was appointed Head of the Department of Corporate Informatisation at JSC RZD. Since 2007, he has served as Director of Informational Technology at JSC RZD. In 2012, he was appointed Vice-President of JSC RZD.
Membership in Various Organisations Member of Management at JSC RZD Member of the Board of Directors at: JSC Kompaniya TransTeleKom, JSC NIIAS.
Transactions with JSC FPC From January to July of 2013, he worked under a civil contract with the Human Resources and Remunerations Committee of the Board of Directors of JSC FPC.
Date of Birth 1961
Citizenship: Russian Federation
Selection to the Board Selected to the Board of Directors in June of 2013.
Membership in Committees of the Board of Directors Not a member of any Committees
Education Graduated from the Irkutsk Institute of Railway Engineers with a specialisation in the Construction of Railway, Road and Track Facilities as well as the Russian Presidential Academy of National Economy and Public Administration with a specialisation in Public Economic and Financial Management of Railway Transport.
Work History Since 2008, she has worked for the Krasnoyarsk Railway as Head of Economic Services and Deputy Chief of Road Economic Issues. From 2003 until 2005, she served as the Deputy Chief of the Department of Planning and Budgeting. Since 2009, she has functioned as Head of the Department of Organisational and Staffing Issues at JSC RZD. Since 2012, she has functioned as Head of the Department of Economics at JSC RZD.
Membership in Various Organisations Member of the Board of Directors at: JSC ZhASO Insurance Company, JSC Yuzhno-Kavkazskaya Railway, JSC TransKonteiner
Transactions with JSC FPC Not concluded
Date of Birth 1956
Citizenship: Russian Federation
Selection to the Board Selected to the Board of Directors in June of 2012.
Membership in Committees of the Board of Directors Not a member of any Committees
Education He graduated from the M.V. Lomonosov Moscow State University with a specialisation in Mechanics. PhD in Physics and Mathematics.
Work History From 1998 until 2005, he held senior positions in various commercial organisations. Since 2005, he has worked as the General Director of the Institute of Natural Monopolies Research (IPEM), an independent research center, and Chairman of the Academic Council at ANO IPEM.
Membership in Various Organisations Currently serves as a member of the RF Government’s Interagency Commission on the implementation of structural reforms in railway transport; Vice-president, member of the Supervisory Board at the Association of Railway Equipment Manufacturers, a nonprofit partnership Member of the Board of Directors at JSC Skorostniye Magistrali
Transactions with JSC FPC Not concluded
