JSC FPC corporate governance model is built as to the requirements of the Russian legislation and presents a multilayer system of relations between corporate process parties.
The principle of interaction between the administrative bodies of the Company, that is similar to the principles of corporate interaction employed in JSC RZD, forms the basis of the model.
The highest administrative body of the Company is the General Shareholders Meeting, the Board of Directors occupies a central position in the system of corporate governance, the Company’s day-to-day operations are managed by the General Director.
The General Director is accountable to the General Shareholders Meeting and the Board of Directors. In its turn, the Board of Directors is accountable to the General Shareholders Meeting of JSC FPC.
The authorities of all administrative bodies are clearly defined and formalised in the provisions of the Company’s Charter.
The General Shareholders Meeting has the exclusive authority to appoint the Company Auditor, elect the Audit Commission and the Board of Directors.
The Board of Directors occupies a key position in JSC FPC system of corporate governance, as it determines which direction of the Company’s development to prioritise, authorises the basic financial-economic indicators of the Company and functions as an overseer for their fulfillment, develops both near-future and long-term strategies and oversees performance of the executive bodies of the Company.
The Board of Directors has the exclusive authority to elect the General Director, to elect the Secretary of the Board of Directors and form Board of Directors Committees.
The Board of Directors has established three committees: The Strategic Planning Committee, the Audit Committee and the Human Resources and Remunerations Committee.
The Secretary of the Board of Directors ensures efficient current interaction with shareholders, coordinates the Company’s activities to protect the rights and interests of shareholders and supports efficient work of the Board of Directors.
To provide the Company’s shareholders with reliable and complete information on financial and economic activities of the Company, the Auditor is annually appointed by the Company, the Audit Commission functions on a full-time basis, the Centre for Internal Inspection and Auditing was created.
The Statute on the procedure for the preparation and holding of JSC FPC General Shareholders Meeting provides for the right of the shareholder to participate in the company governance. (Available on JSC FPC website).
The Company protects interests and rights of shareholders and ensures that the rights to shares are registered in a reliable way; the share register is administered by JSC STATUS independent organisation.
During the period of preparation of the General Shareholders Meeting shareholders are provided with additional information to supplement the mandatory information required by the law.
Shareholders are provided with an equal and fair opportunity to participate in JSC FPC profit distribution through collecting dividends. The Regulations for JSC FPC dividend policy establish the mechanism for dividend determination and payment.
All shareholders receive materials required for the shareholders meeting and are provided with access to all required information at the location of the Company.
The Company adheres to timely disclosure of information on the holding of the General Shareholders Meeting on JSC FPC site and in the news bulletin of the CJSC SCREEN information agency that is authorised by the Federal Financial Markets Service of Russia to publicly distribute information that is disclosed on the share market.
JSC FPC executes a united corporate policy amongst its subsidiaries with the purpose to implement united corporate standards: model articles and provisions that spell out the rules for management and control bodies, unified business planning standards, unified corporate reporting, unified principles of financial and budgetary control.
Relations between shareholders, members of the Board of Directors and the management of the Company are built on honesty, trust, mutual respect of legitimate interests and prudent performance of their duties by all the parties.
Detailed information on observance of shareholders’ rights is presented in the Appendix of the report On compliance of the Company corporate policy with the corporate governance code.