Management Board

As a collective executive body, the Company’s Management Board handles the general management of business operations (except for matters that are reserved to the General Meeting of Shareholders, the Board of Directors or the CEO and Chairman of the Management Board as per the Federal Law On Joint Stock Companies and the Company’s Charter, unless otherwise stated by the Charter).

In line with its key responsibilities, the Management Board is tasked with developing proposals on the Company’s business strategy, implementing its financial and business policy, making decisions on the most important matters of its day-to-day operations and coordinating activities between its divisions, improving the effectiveness of the internal control and risk monitoring systems, and ensuring respect of shareholder rights and their legitimate interests.

The Management Board carries out its activities in accordance with the laws of the Russian Federation, the Company’s Charter, resolutions of the General Meeting of Shareholders and the Board of Directors, the Regulation on the Russian Railways Management Board, and the Company’s internal regulations. The Management Board acts in the Company’ interests and reports to the Company’s General Meeting of Shareholders and the Board of Directors.

Members of the Russian Railways Management Board are appointed by the Company’s Board of Directors (with the exception of the Chairman of the Management Board, who is appointed by the Government of the Russian Federation).

Remuneration of the Management Board

The remuneration system is focused on improving the effectiveness of the individual and collective performance of the Management Board members and based on the achievements, personal performance assessment of each member, and performance assessment of the Management Board and Russian Railways as a whole. The KPI development principles, KPI structure and list, as well as the procedure for approving, monitoring and controlling the implementation of KPIs are established in the Regulation on Key Performance Indicators of Russian RailwaysApproved by the Company’s Board of Directors (Minutes No. 9 dated 28 December 2021)..

In 2021, the remuneration of the members of the Russian Railways Management Board was paid in accordance with the Regulation on the Remuneration System for Members of Russian Railways’ Management BoardApproved by the Board of Directors of Russian Railways on 18 December 2019 (Minutes No. 11), not valid since 1 July 2021. and the Regulation on the Total Annual Personal Remuneration for Members of Russian Railways’ Management BoardApproved by the Board of Directors of Russian Railways on 22 July 2021 (Minutes No. 1) to take effect starting from 1 July 2021.. In 2021, the Company’s Board of Directors approved the Regulation on the Total Annual Personal Remuneration for Members of Russian Railways’ Management Board, which changes the way the fixed and variable components of the remuneration are calculated. The total remuneration of the Management Board members accrued and paid in 2021 was RUB 2,314.965 m, including RUB 939.228 m in salaries and RUB 1,375.736 m in bonuses (including RUB 631.7 m in long-term bonuses for 2019–2020). The annual bonus for 2020 was paid to the Management Board members in accordance with the resolution of Russian Railways' Board of Directors (Minutes No. 14 dated 30 June 2021). The long-term bonus for 2019–2020 was paid to the Management Board members in accordance with the resolutions of Russian Railways’ Board of Directors dated 22 July 2021 (Minutes No. 1) and 30 September 2021 (Minutes No. 4).