The Board has established three committees: The Strategic Planning Committee, the Audit Committee and the Human Resources and Remunerations Committee.
The functions of the Committee include developing proposals for the Board on the priorities of the Company’s actions and the development of both JSC FPC’s medium- and long-term strategies to implement the strategic goals of JSC RZD.
Over the course of 2013, 7 sessions were held:
The Strategic Planning Committee of the Board of Directors of JSC FPC considered 14 issues in 2013.
The composition of the Strategic Planning Committee is determined by the Board of Directors.
Since 2010, the Company has followed Regulations on the payment of remunerations to the members and secretary of the Strategic Planning Committee of the JSC FPC Board of Directors which provides for the payment of remunerations for participation in sessions of the Committee and for annual remunerations.
For participation in Committee sessions (regardless of the manner in which they are held) members of the Committee shall receive remunerations in an amount equivalent to two times the minimum wage at Joint Stock Company “Russian Railways.”
According the results of the year’s work, by decision of the Board of Directors of the Company in the presence of a net profit for the reported period (year), members of the committee receive remunerations whose amount is calculated according to the following formula:
MW х 2 х n, where
MW = the minimum wage at JSC RZD and;
n = the number of sessions the committee member participated in.
The size of remunerations paid to the chairman of the committee is 50% greater than this sum.
The total remuneration paid to members of the Committee for participation in sessions in 2013 came to 434,144 roubles.
The total annual remuneration paid to members of the Committee came to 463,518 roubles.
| January-June | July-December |
|---|---|
| V.A. Beremeev — Chairman of the Committee, Advisor to the President of JSC RZD, Member of the JSC FPC Board of Directors | V.A. Beremeev — Chairman of the Committee, Advisor to the President of JSC RZD, Member of the JSC FPC Board of Directors |
| M.L. Artemov — Deputy Chief of the JSC RZD Department of Business Management of the Passenger Transport unit. | M.L. Artemov — Deputy Chief of the JSC RZD Department of Business Management of the Passenger Transport unit. |
| A.A. Emelyanov — Deputy Director of the Department of Government Policies of Railway Transport in the Ministry of Transportation of the RF. | A.A. Emelyanov — Deputy Director of the Department of Government Policies of Railway Transport in the Ministry of Transportation of the RF. |
| M.E. Vorontsova — Head of the Division of Strategic Development of Types of Businesses at the Department of Economic Markets and Strategic Development of JSC RZD. | M.E. Vorontsova — Head of the Division of Strategic Development of Types of Businesses at the Department of Economic Markets and Strategic Development of JSC RZD. |
| Ya.V. Mandron — Deputy Director of the Department of the State Regulation of Tariffs, Infrastructure Reform and Energy Efficiency in the RF Ministry of Economic Development. | Ya.V. Mandron — Deputy Director of the Department of the State Regulation of Tariffs, Infrastructure Reform and Energy Efficiency in the RF Ministry of Economic Development. |
| V.V. Mishanin — Deputy General Director of the Head JSC FPC Block of Strategic Development and Corporate Management. | V.V. Mishanin — Deputy General Director of the Head JSC FPC Block of Strategic Development and Corporate Management. |
| Alexander Yurievich Romanov — Deputy Chief of the Department of Corporate Finance of JSC RZD. |
| First name, Patronymic, Last name | Participation | % |
|---|---|---|
| M.L. Artemov | 6 out of 7 | 86 |
| V.A. Beremeev | 7 out of 7 | 100 |
| M.E. Vorontsova | 5 out of 7 | 71 |
| A.A. Emelyanov | 3 out of 7 | 43 |
| Ya.V. Mandron | 5 out of 7 | 71 |
| V.V. Mishanin | 7 out of 7 | 100 |
| A.Yu. RomanovA.Yu. Romanov was selected to the committee on 07/13/13. |
2 out of 3 | 67 |
The tasks of the Human Resources and Remuneration Committee include the development of recommendations for the Board of Directors:
Over the course of 2013, 9 sessions were held:
The Human Resources and Remuneration Committee of the Board of Directors of JSC FPC considered 21 issues in 2013.
The composition of the Human Resources and Remuneration Committee is determined by the Board of Directors.
Since 2011, the Company has followed Regulations on the payment of remunerations to the members and secretary of the Human Resources and Remuneration Committee of the JSC FPC Board of Directors which provides for the payment of remunerations for participation in sessions of the Committee and for annual remunerations.
For attending sessions of the Committee, the Committee member shall receive remuneration in an amount equivalent to:
According the results of the year’s work, by decision of the Board of Directors of the Company in the presence of a net profit for the reported period (year), members of the committee receive remunerations whose amount is calculated according to the following formula:
AR=2*w*(3*m+2*n), where
AR — annual remuneration;
w — minimum wage at JSC RZD;
m — the number of sessions at which the member of the Human Resources and Remuneration Committee participated in person;
n — the number of sessions at which the member of the Human Resources and Remuneration Committee participated in absentia (via a submitted written opinion).
The size of remunerations paid to the chairman of the committee is 50% greater than this sum.
The total remuneration paid to members of the Committee for participation in sessions in 2013 came to 732,534 roubles.
The total annual remuneration paid to members of the Committee came to 1,643,382 roubles.
The remuneration for G.V. Verkhovikh for participation in sessions of the Committee and part of the annual remuneration have been transferred to the “Spread your wings” charity fund.
| January-June | July-December |
|---|---|
| G.V. Verkhovikh — Chairman of the Committee, Head of the JSC RZD Department Business Management Passenger Transport Block, member of the JSC FPC Board of Directors. | G.V. Verkhovikh — Chairman of the Committee, Head of the JSC RZD Department Business Management Passenger Transport Block, member of the JSC FPC Board of Directors. |
| T.V. Andravonich — Deputy Head of the Department of Economics of JSC RZD, member of the Board of Directors of JSC FPC. | T.V. Andravonich — Deputy Head of the JSC RZD Department of Economics. |
| A.V. Illarionov — Vice-president of JSC RZD, member of the Board of Directors of JSC FPC. | L.A. Levina — Head of the Division of Working with the Management and Control of Subsidiaries and Affiliates of JSC RZD. |
| I.A. Kostenetz — Head of the JSC RZD Department of Economics | L.A. Paristaya — Deputy General Director of the Head JSC FPC Block of Staff Management and Social Issues. |
| L.A. Levina — Head of the Division of Working with the Management and Control of Subsidiaries and Affiliates of JSC RZD. | A.D. Sevidov — Head of the Human Resourses Department, Division of the Managerial Personnel and Business Trips Affairs. |
| L.A. Paristaya — Deputy General Director of the Head JSC FPC Block of Staff Management and Social Issues. | |
| A.D. Sevidov — Head of the Human Resourses Department, Division of the Managerial Personnel and Business Trips Affairs. |
| First name, Patronymic, Last name | Participation | % |
|---|---|---|
| T.V. Andravonich | 7 out of 9 | 78 |
| G.V. Verkhovikh | 9 out of 9 | 100 |
| A.V. Illarionov | 4 out of 7 | 57 |
| I.A. Kostenetz | 7 out of 7 | 100 |
| L.A. Levina | 8 out of 9 | 89 |
| L.A. Paristaya | 9 out of 9 | 100 |
| A.D. Sevidov | 5 out of 9 | 56 |
The Audit Committee’s tasks include: Developing recommendations for the Board of Directors as to the selection of external auditors and working with external auditors (including the examination and judgment of the results of annual and interim audits), working with the audit commission (including the examination and judgment of the results of the commission’s audits), the creation of reports on violations in the financial operations of the company during the reported period and proposals for their elimination and prevention as well as informing the Board of Directors of possible risks in the Company’s operations.
Over the course of 2013, 11 sessions were held:
The Audit Committee of the Board of Directors of JSC FPC considered 30 issues in 2013.
The composition of the Audit Committee is determined by the Board of Directors. There were no changes made in 2013 to the Audit Committee of the Board of Directors of JSC FPC.
Since 2010, the Company has followed Regulations on the payment of remunerations to the members and secretary of the Audit Committee of the JSC FPC Board of Directors which provides for the payment of remunerations for participation in sessions of the Committee and for annual remunerations.
For participation in Committee sessions (regardless of the manner in which they are held) members of the Committee shall receive remunerations in an amount equivalent to two times the minimum wage at Joint Stock Company “Russian Railways.”
According the results of the year’s work, by decision of the Board of Directors of the Company in the presence of a net profit for the reported period (year), members of the committee receive remunerations whose amount is calculated according to the following formula:
MW х 2 х n, where
MW = the minimum wage at Joint Stock Company “Russian Railways” and
n = the number of sessions the committee member participated in.
The size of remunerations paid to the chairman of the committee is 50 % greater than this sum.
The total remuneration paid to members of the Committee for participation in sessions in 2013 came to 858,242 roubles.
Members of the Audit Committee did not receive annual remunerations.
| First name, Patronymic, Last name | Participation | % |
|---|---|---|
| T.V. Andravonich | 11 out of 11 | 100 |
| O.E. Gnedkova | 11 out of 11 | 100 |
| A.G. Derin | 10 out of 11 | 91 |
| O.B. Ivanov | 10 out of 11 | 91 |
| N.A. Lem | 10 out of 11 | 91 |
| A.A. Myslovets | 9 out of 11 | 82 |
| O.M. Yakoleva | 9 out of 11 | 82 |
| First Name, Patronymic and Last Name of the Committee member | Position |
|---|---|
| O.E. Gnedkova | Chairman of the Committee, Head of the Department of Corporate Finance at JSC RZD, member of the Board of Directors of JSC FPC. |
| T.V. Andravonich | Deputy Head of the JSC RZD Department of Economics. |
| A.G. Derin | Deputy Chief of the Department of the Management of Subsidiaries and Affiliates of JSC FPC. |
| O.B. Ivanov | Director of Internal Auditing at JSC RZD |
| N.A. Lem | Head of the Department of Accounting at JSC RZD. |
| A.A. Myslovets | Deputy General Director of the Head JSC FPC Block of Economics and Finance. |
| O.M. Yakoleva | First Deputy Director at the Zheldoruchet Centre for Corporate Accounting and Reporting, a partner of JSC RZD. |