REPORT OF THE AUDIT AND RISK COMMITTEE

The Audit and Risk Committee is a consultative and advisory body of the Board of Directors, whose resolutions are of an advisory nature. The Audit and Risk Committee is a consultative and advisory body of the Board of Directors, whose resolutions are of an advisory nature.

Alla Saltykova
Alla Saltykova
The Committee’s goals and objectives
Statistics on the Committee meetings

In 2017, the Committee held a total of 14 meetings: twelve meetings in person and two meetings in absentia.

In 2017, the Audit and Risk Committee discussed 76 agenda items.

Key items discussed by the Committee

  • On the Committee’s initiative, the Board of Directors reviewed and supported the need to set up the internal audit function; appropriate re-organisational measures and tendering procedures to select the Head of the Internal Audit Unit were initiated and completed in 2017. In 2018, the Internal Audit Unit functionally reporting to the Board of Directors began its operation.
  • As instructed by the Committee, an external consultant assessed the status and maturity of the risk management system, and provided recommendations on its further enhancement. On the Committee’s initiative, a number of measures were taken to set up reviewing and decision-making mechanisms within the risk management system, and the package of documents to enhance the risk management system was finalised.
  • The Committee reviewed regulatory changes and their impact on the Company, as well as amendments to JSC FPC’s Accounting Policy for accounting under the Russian Accounting Standards, the International Financial Reporting Standards, and for tax purposes.
  • The Committee reviewed the audit results of FPC’s accounting (financial) statements, FPC’s consolidated financial statements for 2016, and interim statements for 6M 2017. The Committee held a number of meetings attended by the external auditor (to review the auditor’s reports, audit planning matters, key risks, the external auditor’s recommendations, as well as the implementation of the external auditor’s recommendations).
  • The Committee reviewed forecasts and the draft budget, including investments, as well as JSC FPC’s Budget adjustments for 2017.
  • The Committee reviewed plans and reports on the functioning of the system for combating malpractice by employees or third parties, including the results of the hotline complains handling.
  • On a quarterly basis, the Committee reviewed the reports on the operation of FPC’s Internal Audit Centre (Control and Audit Centre) in relevant periods. The Committee provided recommendations on controls to ensure implementation of the Centre’s recommendations.

The Committee’s plans for 2018

  1. Review the General Director’s report on FPC’s financial and business performance in 2017
  2. Review the audit reports on FPC’s RAS accounting (financial) statements and IFRS consolidated financial statements for 2017
  3. Review FPC’s accounting statements for 2017, including the profit and loss statements, and provide opinion on whether and how FPC’s net profit for 2017 can be distributed
  4. Propose nominees for voting on the “Approval of FPC’s Auditor” agenda item at the annual General Shareholders Meeting. Review nominees to the position of external auditor, and material terms of the relevant agreement and service fee
  5. Review reports on risk management system performance at FPC, discuss recommendations on system enhancements
  6. Review matters relating to the enhancement of the internal audit procedure at FPC

On 7 February 2017 (Minutes No. 15), the Board of Directors approved changes in the Committee membership – due to the termination of employment at Russian Railways, Andrey Derin was removed from office before the expiration of his term, and Fyodor Kuzin was elected.

Changes in the Committee’s membership in 2017 Positions as at the date of election to the Committee.
Members of the Audit Committee from January to 7 February 2017 Members of the Audit Committee from 7 February to 21 July 2017
Alla Saltykova, Chair of the Committee, Deputy Executive Director of the Forum Analytical Centre, independent director Alla Saltykova, Chair of the Committee, Deputy Executive Director of the Forum Analytical Centre, independent director
Olga Gnedkova, Deputy CEO – Chairman of the Management Board, Russian Railways Olga Gnedkova, Deputy CEO – Chairman of the Management Board, Russian Railways
Elena Chamortseva, Deputy Head of Zheldorkontrol Internal Control Centre, a business unit of Russian Railways Elena Chamortseva, Deputy Head of Zheldorkontrol Internal Control Centre, a business unit of Russian Railways
Sergey Milokhin, Head of the IFRS Consolidated Statements Department at the Accounting Service, Russian Railways Sergey Milokhin, Head of the IFRS Consolidated Statements Department at the Accounting Service, Russian Railways
Andrey Derin, Deputy Head of the Subsidiaries and Affiliates Management Department, Russian Railways Fyodor Kuzin, Head of the Subsidiary Relations Unit at the Subsidiaries and Affiliates Management Department, Russian Railways
Alexander Muslovets, Deputy General Director of FPC for Economics and Finance Alexander Muslovets, Deputy General Director of FPC for Economics and Finance
Alexander Ananyev, Deputy Head of the Department of Economics, Russian Railways Alexander Ananyev, Deputy Head of the Department of Economics, Russian Railways

On 21 July 2017 (Minutes No. 1), the Board of Directors resolved to elect a new Committee. On 19 September 2017 (Minutes No. 4), the Board of Directors resolved to change the name of the Audit Committee of FPC’s Board of Directors to the Audit and Risk Committee of FPC’s Board of Directors, as well as to expand and approve the Committee’s membership of eight members.

The Committee is led by Alla Saltykova as an independent director.


Changes in the Committee’s membership in 2017
Membership of the Audit Committee 21 July – 19 September 2017 Membership of the Audit and Risk Committee 19 September – December 2017
Alla Saltykova, Chair of the Committee, Deputy Executive Director of the Forum Analytical Centre, independent director Alla Saltykova, Chair of the Committee, Deputy Executive Director of the Forum Analytical Centre, independent director
Fyodor Kuzin, Head of the Subsidiary Relations Unit at the Subsidiaries and Affiliates Management Department, Russian Railways Fyodor Kuzin, Head of the Subsidiary Relations Unit at the Subsidiaries and Affiliates Management Department, Russian Railways
Elena Chamortseva, Deputy Head of Zheldorkontrol Internal Control Centre, a business unit of Russian Railways Elena Chamortseva, Deputy Head of Zheldorkontrol Internal Control Centre, a business unit of Russian Railways
Sergey Milokhin, Head of the IFRS Consolidated Statements Department at the Accounting Service, Russian Railways Olesya Chernysheva, Head of the Accounting Department, Russian Railways
Elena Filatova, Advisor to the Economics and Finance Director, Russian Railways Elena Filatova, Advisor to the Economics and Finance Director, Russian Railways
Alexander Muslovets, Deputy General Director of FPC for Economics and Finance Alexander Muslovets, Deputy General Director of FPC for Economics and Finance
Alexander Ananyev, Deputy Head of the Department of Economics, Russian Railways Alexander Ananyev, Deputy Head of the Department of Economics, Russian Railways
Gleb Zaznov, Head of the Risk Management Development and Outsourcing Centre, a business unit of Russian Railways

The Audit Committee acting from January to 7 February 2017 held one meeting in person.

No in-absentia meetings were held.

The Audit Committee acting from 7 February to 21 July 2017 held six meetings in person and one meeting in absentia.

The Audit Committee acting from 21 July to 19 September 2017 held two meetings in person. No in-absentia meetings were held.

The Audit and Risk Committee acting from 19 September to December 2017 held three meetings in person and one meeting in absentia.

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Statistics on individual attendance of the Committee meetings in 2017, %

In 2017, the remuneration (including annual remuneration) paid to members of the Committee totalled RUB 5,496,982.

Events after the reporting date

On 5 March 2018, FPC’s Board of Directors:

  • determined the membership of the Audit and Risk Committee of FPC’s Board of Directors at nine members
  • resolved to elect the following persons to the Audit and Risk Committee of FPC’s Board of Directors:
    • Alla Saltykova, Independent Director, FPC
    • Alexander Ananyev, Deputy Head of the Department of Economics, Russian Railways
    • Mikhail Beskhmelnitsyn, Head of the Control and Analytical Service of the CEO – Chairman of the Management Board, Russian Railways
    • Fyodor Kuzin, Head of Unit at the Subsidiaries and Affiliates Management Department, Russian Railways
    • Gleb Zaznov, Head of the Risk Management Development and Outsourcing Centre, a business unit of Russian Railways
    • Elena Filatova, Advisor to the Economics and Finance Director, Russian Railways
    • Elena Chamortseva, Deputy Head of Zheldorkontrol Internal Control Centre, a business unit of Russian Railways
    • Olesya Chernysheva, Head of the Accounting Department, Russian Railways
    • Alexander Muslovets, Deputy General Director, FPC
  • unanimously elected Alla Saltykova, FPC’s Independent Director, the Chair of the Audit and Risk Committee of FPC’s Board of Directors.

REPORT OF THE HUMAN RESOURCES, REMUNERATION, AND CORPORATE GOVERNANCE COMMITTEE

The Human Resources, Remuneration, and Corporate Governance Committee is a consultative and advisory body of the Board of Directors, whose resolutions are of an advisory nature. The Committee’s main goal – to assist the Board of Directors’ efficient operation in developing corporate governance, efficient HR planning, and effective and transparent remuneration practice in the Company – is achieved through addressing the following tasks.

Sergey Zemlyansky
Sergey Zemlyansky
The Committee’s goals and objectives
Statistics on the Committee meetings

In 2017, the Committee held nine meetings: five meetings in person and four meetings in absentia.

During the period, the Committee discussed 33 agenda items.

Key items discussed by the Committee

  • Approved nominee heads of FPC’s branches.
  • Approved the Regulations on the Corporate Secretary of JSC FPC.
  • Reviewed FPC’s proposals on aggregating FPC’s branches.
  • Approved the amendments to the terms of the employment contract with FPC’s General Director.
  • Reviewed proposed changes to the organisational structure of the Company’s administration.
  • Reviewed FPC’s General Director’s quarterly reports on the Company’s social and HR policy and the implementation of the resolutions of FPC’s Board of Directors.
  • Provided recommendations on the incentives for FPC’s General Director.

The Committee’s plans for 2018

The following items are planned to be reviewed in 2018:

  1. Review the General Director’s report on FPC’s performance in 2017 and Q1 2018
  2. Provide recommendations on the amount of FPC’s General Director’s bonus
  3. Determine the levels of remuneration for members of FPC’s Audit Commission and Board of Directors
  4. Review the report on the Committee’s performance in the corporate year 2017/2018

The Committee was set up by resolution of FPC’s Board of Directors to assist the Board’s efficient operation in:

  • developing and improving the corporate governance system and practice
  • managing relationships between the Company’s shareholders, the Board of Directors, and executive bodies
  • interaction with the Company’s subsidiaries
  • HR planning professional composition and efficiency of the Board of Directors
  • establishing effective and transparent remuneration practice in the Company.

Members of the Committee are appointed by resolution of the Company’s Board of Directors based on the Directors’ proposals.

In July 2017, FPC’s Board of Directors resolved to form the Committee of six members.

The Committee is led by Sergey Zemlyansky as an independent director.

Changes in the Committee’s membership in 2017
Members of the Committee in January – June 2017 Members of the Committee in July – December 2017
Maxim Shneider, Deputy Head of the Passenger Services Management Department, Russian Railways; Chairman of the Committee Sergey Zemlyansky, Independent Director, FPC; Chairman of the Committee
Lyudmila Paristaya, Deputy General Director, FPC; Deputy Chairman of the Committee Lyudmila Paristaya, Deputy General Director, FPC; Deputy Chairman of the Committee
Nikolay Zakharov, First Deputy Head of the Personnel Management Department, Russian Railways Nikolay Zakharov, First Deputy Head of the Personnel Management Department, Russian Railways
Andrey Tikhomirov, First Deputy Head of the Employment, Remuneration, and Motivation Department, Russian Railways Andrey Tikhomirov, First Deputy Head of the Employment, Remuneration, and Motivation Department, Russian Railways
Sergey Kust, Head of the Subsidiaries and Affiliates Management Department, Russian Railways Lyudmila Levina, Head of Unit at the Subsidiaries and Affiliates Management Department, Russian Railways
Andrey Sergeev, Independent Director Andrey Vyatkin, Advisor to the General Director of VEB-leasing

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Statistics on individual attendance of the Committee meetings in 2017, %

In 2017, the remuneration (including annual remuneration) paid to the members of the Committee totalled RUB 3,187,276.

Events after the reporting date

On 5 March 2018, FPC’s Board of Directors:

  • determined the membership of the Human Resources, Remuneration, and Corporate Governance Committee of FPC’s Board of Directors at six members
  • resolved to elect the following persons to the Human Resources, Remuneration, and Corporate Governance Committee of FPC’s Board of Directors:
    • Nikolay Zakharov, First Deputy Head of the Personnel Management Department, Russian Railways
    • Lyudmila Levina, Head of the Unit for Relations with Subsidiaries’ and Affiliates’ Governing and Control Bodies at the Subsidiaries and Affiliates Management Department, Russian Railways
    • Andrey Tikhomirov, First Deputy Head of the Employment, Remuneration, and Motivation Department, Russian Railways
    • Vladimir Gaponko, Head of the Economics Department, Russian Railways
    • Lyudmila Paristaya, Deputy General Director, FPC
  • elected Sergey Zemlyansky, FPC’s Independent Director, the Chairman of the Human Resources, Remuneration, and Corporate Governance Committee of FPC’s Board of Directors.

REPORT OF THE STRATEGIC PLANNING COMMITTEE

The Strategic Planning Committee is a consultative and advisory body of the Board of Directors, set up to enable the Board of Directors to increase the Company’s long-term performance, whose resolutions are of an advisory nature.

Dmitry Pegov
Dmitry Pegov
The Committee’s goals and objectives
Statistics on the Committee meetings

In 2017, the Committee held nine meetings: five meetings in person and four meetings in absentia, and discussed 24 agenda items.

Key items discussed by the Committee

  • Reviewed JSC FPC’s 2030 Development Strategy and the Company’s development priorities.
  • Reviewed the Stabilisation and Development Plan for JSC FPC-Logistics for 2017–2018.
  • Reviewed the Progress Report on FPC’s Strategy implementation in 2016 and 1H 2017.
  • Reviewed the Company’s proposals on aggregating FPC’s branches.
  • Reviewed FPC’s Annual Report for 2016 and proposals on the payout (declaration) of the full year dividend for 2016.

The Committee’s plans for 2018

  1. Review JSC FPC’s Budget for 2018–2020 and JSC FPC’s Investment Programme for 2018–2020 as part of JSC FPC’s Budget for 2018–2020
  2. Review JSC FPC’s 2030 Development Strategy
  3. Consider payment of the full year dividend for 2017

The Committee’s membership in 2017

In July 2017, FPC’s Board of Directors determined the membership of the Strategic Planning Committee of FPC’s Board of Directors at seven members.

Changes in the Committee’s membership in 2017
Members of the Committee in January – June 2017 Members of the Committee in July – December 2017
Mikhail Akulov, Advisor to the President of Russian Railways, member of FPC’s Board of Directors; Chairman of the Committee Dmitry Pegov, Passenger Transportation Director, Russian Railway; Chairman of the Committee
Alexander Muslovets, Deputy General Director, FPC Sergey Kust, member of FPC’s Board of Directors; Deputy Chairman of the Committee
Vladimir Vargunin, Head of the Department of Tariff Methodology, Expertise, Analysis, and Application of Tariffs in Freight and Passenger Transport, Russian Railways Vladimir Maksimushkin, First Deputy Head of the Economic Environment and Strategic Development Department, Russian Railways
Vladimir Maksimushkin, First Deputy Head of the Economic Environment and Strategic Development Department, Russian Railways; Deputy Chairman of the Committee Aleksey Mastyaev, Referent of the Department for the State Regulation of Tariffs, Infrastructure Reforms, and Energy Efficiency of the Ministry of Economic Development of the Russian Federation
Andrey Tonkikh, Head of the Department of Business Project Management, Russian Railways Alexander Muslovets, Deputy General Director, FPC
Alla Saltykova, Independent Director, FPC
Maxim Shneider, member of FPC’s Board of Directors

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Statistics on individual attendance of the Committee meetings in 2017, %

In 2017, the remuneration (including annual remuneration) paid to the members of the Committee totalled RUB 2,597,039.

Events after the reporting date

On 5 March 2018, FPC’s Board of Directors:

  • determined the membership of the Strategic Planning Committee of FPC’s Board of Directors at eight members
  • resolved to elect the following persons to the Strategic Planning Committee of FPC’s Board of Directors:
    • Dmitry Pegov, Passenger Transportation Director, Russian Railway
    • Pavel Burtsev, Head of the Passenger Services Management Department, Russian Railways
    • Vladimir Gaponko, Head of the Economics Department, Russian Railways
    • Vladimir Maksimushkin, First Deputy Head of the Economic Environment and Strategic Development Department, Russian Railways
    • Elena Vilchinskaya – Advisor to the Head of Moscow Metro on Legal Matters
    • Petr Ivanov, General Director, FPC
  • Unanimously elected Dmitry Pegov, Passenger Transportation Director at Russian Railways, the Chairman of the Strategic Planning Committee of FPC’s Board of Directors.