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Board of directors

Board of Directors

V. I. Reshetnikov

The Chairman of the Board of Directors

G. V. Verkhovikh

Deputy Chairman of the Board

Date of Birth
1959

Citizenship
Russian Federation.

Selection to the Board of Directors
First selected to the Board of Directors in December of 2009 by a founders meeting.

Education
Graduated from the Leningrad Institute of Railway Engineers with a specialisation in Railway Operation.

Skills and experience
Since 2005, he has functioned as Deputy Chief of the October Railway, a branch of JSC RZD for passenger transport.
Since 2007, has functioned as Head of the Department of Passenger Transport at JSC RZD.
Since 2013, 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, Aeroekspress LLC.

M. P. Akulov

General Director of JSC FPC

Date of Birth
1960

Citizenship
Russian Federation.

Selection to the Board of Directors
First selected to the Board of Directors in December of 2009 by a founders meeting.

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.

Skills and experience
His career in railway transport began in 1982 as a foreman at the Moscow-Kiev Passenger railway locomotive depot.
Since 2005, 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.

I. S. Shytkina

Independent Director

Date of Birth
1965

Citizenship
Russian Federation.

Selection to the Board of Directors
Selected to the Board of Directors in June 2014.

Education
Graduated from Lomonosov Moscow State University with specialisation in Law. Doctor of Law, professor.

Skills and experience
Since 2009, she has been a professor of business law with the Law Faculty of Lomonosov Moscow State University.
From 2009 to 2011 acted as Deputy General Director of OJSC Elinar Holding Company. From 2011 until today she has been advisor to the General Director of Elinar Holding Company.

Membership in various organisations:
Member of the Board of Directors at PJSC TransContainer, JSC Kompaniya TransTeleKom, JSC Skorostniye Magistrali, JSC VRK-1, JSC VRK-2, JSC Kaluga Plant Remputmash, JSC OTLK, Poultry Farm Elinar-Broiler LLC, CJSC Elinar.
Chairman of the Board of Directors of Narpromrazvitiye LLC.
Chairman of the Supervisory Board at Elinar Holding Company.

Ann-Marie Idrak

Independent Director

Date of Birth
1951

Citizenship
France.

Selection to the Board of Directors
Selected to the Board of Directors in June 2012.

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.

Skills and experience
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 2006 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 the Chairman 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 SCHUMAN Foundation.

Y. Z. Saakyan

Independent Director

Date of Birth
1956

Citizenship
Russian Federation.

Selection to the Board of Directors
Selected to the Board of Directors in June 2012.

Education
Graduated from Lomonosov Moscow State University with a specialisation in Mechanics. PhD in Physics and Mathematics.

Skills and experience
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 centre, 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.

O. E. Gnedkova

Non-Executive Director

Date of Birth
1960

Citizenship
Russian Federation.

Selection to the Board of Directors
First selected to the Board of Directors in December of 2009 by a founders meeting.

Education
Graduated from the Novosibirsk Institute of Railway Engineers with a specialisation in Accounting. PhD in Economics.

Skills and experience
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.

V. A. Veremeev

Non-Executive Director

Date of Birth
1976

Citizenship
Russian Federation.

Selection to the Board of Directors
First selected to the Board of Directors in December of 2009 by a founders meeting.

Education
Graduated from the Moscow State University of Railway Engineering (MIIT) with a specialisation in Economic Informatics and Automated Control Systems. PhD in Economics.

Skills and experience
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 Transmashkholding.

I. A. Kostenetz

Non-Executive Director

Date of Birth
1961

Citizenship
Russian Federation.

Selection to the Board of Directors
Selected to the Board of Directors in June 2013.

Education
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.

Skills and experience
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 2005, 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, PJSC TransContainer.

JSC FPC Board of Directors Report

V. I. Reshetnikov Chairman of the Board of Directors

The nine members of the Board of Directors are elected every year by JSC FPC Annual General Shareholders Meeting in accordance with the Company’s Charter.

In June 2014, changes were made to the Board of Directors. I.S. Shytkina, professor of business law with the Law Faculty of Lomonosov Moscow State University, Doctor of Law was selected to the Board of Directors for the 2014-2015 corporate year by the decision of the Annual General Shareholders Meeting of JSC FPC.

The powers of JSC FPC Board of Directors member A.V. Illarionov, Vice-President of JSC RZD, were terminated.

Currently, the Board of Directors of JSC FPC consists of: 3 independent directors, 1 executive director and 5 non-executive directors, three of whom are members of committees of the Board of Directors.

The Company’s Board of Directors is balanced in terms of independent directors and women.

Members of the Board of Directors of JSC FPC have flawless professional reputation and significant experience in the area of rail transport and related industries which ensures that the Board of Directors makes efficient decisions within its authority.

78% of the total number of the Board of Directors members have experience in the area of rail transport (including international experience), 57% of those members of the Board of Directors have over 30 years of experience in the area of railways.

More than 50% of the Board of Directors has remained unchanged since having been elected at JSC FPC founder’s meeting in 2009 which adds stability and succession of moves to the work of the Board of Directors of the Company.

In 2014, 18 sessions of the JPC FPC Board of Directors were held:

16 sessions in absentia and 2 sessions in person.

169 issues were examined by JSC FPC Board of Directors in 2014.

Structure of the Board of Directors of JSC FPC, %

Experience in railway industry, %

Length of Board service during the period 2009-2014


Statistics of the issues examined by the Board of Directors in 2014, %

Participation of each member of the Board of Directors at sessions in 2014, %

Key Decisions of the Board of Directors in 2014

The members of the Board of Directors do not possess Company shares, no claims were filed against the members of the Board of Directors in relation to their performance of the duties of the member of the Board of Directors.

The Company did not give any loans to the members of the Board of Directors.

The members of the Company’s Board of Directors had no conflict of interest.

JSC FPC budget for 2014-2016 was approved
The Insider Information Policy was approved
The General Director of JSC FPC was elected
The Company’s Registering clerk was approved
The decision to issue additional shares of JSC FPC was approved
The Regulations on Organisation of Transport Security Provision in JSC FPC was approved
A decision was made to introduce changes into the Chapter of JSC FPC connected with liquidation of Kaliningrad branch of JSC FPC
Safety of operation key performance indicators were established for 2014
Candidates to the Boards of Directors and the Audit Commissions of JSC FPC subsidiaries were agreed upon

Remuneration of Members of the Board of Directors

The principles for motivation of members of the Board of Directors, as well as payment of compensation/expense reimbursement to members of the Board of Directors are provided in the Regulations for the payment of remunerations and compensation to members of JSC FPC Board of Directors.

The amount of remuneration depends on participation of a member of the Board of Directors in the work of the Board and performance of the Company.

Remuneration for participation in sessions was not paid to members of the Board of Directors in 2014.

Also, the regulations provide for performing the functions of Chairman of the Board of Directors and Deputy Chairman of the Board of Directors in the amount of 50% and 25% respectively.

The total remunerations to members of the Board of Directors for 2013 was paid in full in 2014. The total sum of renumeration amounted to RUB 6,005,923.*

Members of the Board of Directors are not reimbursed on expenses other than travel expenses for trips to location of sessions and other trips made to perform their duties as members of the Company’s Board of Directors.

Non-executive and independent directors are not provided with pension contributions, insurance programmes, investment programmes and other social benefits and privileges.