Olga Gnedkova
Non-Executive Director
The Committee is set up by resolution of FPC’s Board of Directors to enhance oversight of the Company’s financial and business operations by the Board of Directors. Members of the Committee are appointed by resolution of the Board of Directors based on proposals by the Company’s Directors.
In July 2015, new Audit Committee was elected. An independent director, Semyon Smolyak, was elected to the Committee. The Committee is led by Olga Gnedkova.
In 2015, the Committee held a total of 14 meetings: ten meetings in person and four meetings in absentia.
In 2015, the Audit Committee discussed 60 issues.
In 2015, the remuneration paid to members of the Committee totalled RUB 1,463,967.
Roles of the Committee
| Scope of functions | Functions |
|---|---|
| Financial statements | Monitor the completeness, accuracy and integrity of the financial statements of FPC; review the material aspects of FPC’s accounting policies; participate in the consideration of material issues and judgements relating to the financial statements of FPC; approve the draft budget, Investment Programme and relevant performance reports |
| Risk management and internal control | Monitor the risk management and internal control systems for reliability and effectiveness; review the effectiveness of risk management and internal control procedures; prepare proposals for their improvement; review and assess the implementation of the risk management and internal control policies |
| Internal and external audit | Ensure independence and objectivity of the Company’s internal audit function, and review its effectiveness; review the Company’s internal audit policy and internal audit plan; assess nominees to FPC’s auditors and make proposals on the auditor’s remuneration; oversee external audits and assess audit quality and auditors’ reports |
| Combating malpractice by FPC’s employees or third parties | Monitor the performance of FPC’s whistleblowing system; oversee special investigations of potential fraud, misuse of insider or confidential information; monitor the implementation of measures taken by FPC to deal with whistleblowing disclosures |
Key issues discussed by the Committee
Approved the Action Plan for the Stabilisation of FPC’s Financial and Economic Position for 2015;
Approved and recommended that FPC’s Board of Directors approve agreements on bank guarantees issued by VTB 24 (PJSC), JUGRA Bank, KB Millennium Bank (ZAO), and Absolut Bank (PAO) to FPC;
Reviewed and took note of the performance reports of FPC’s Internal Control and Audit Centre;
Reviewed and took note of the reports on FPC’s financial and business performance;
Reviewed and took note of independent Auditor’s reports to representatives of FPC’s owner on the audit of FPC’s financial statements under IFRS and Russian Accounting Standards (RAS) for 2014;
Reviewed and approved the nominee to the position of external Auditor of FPC for 2015;
Reviewed and took note of the interim audit results by the external Auditor obtained as part of the audit of FPC’s financial statements for 2015;
Reviewed FPC’s draft Financial Plan for 2016 and forecasts for 2017 and 2018;
Reviewed and recommended compliance with the Regulations on the Internal Control System of RZD Holding;
Reviewed and approved RZD Holding’s single corporate standard for setting the terms of, and procedure for obtaining, issuing and enforcement of certain types of security documents;
Reviewed and recommended that FPC’s Board of Directors approve the Regulations on FPC’s Debt Policy;
Approved the methodology for assessment of FPC’s financial position.
The Committee’s Plans for 2016
In 2016, the Committee plans to discuss a number of key issues:
- Review the General Director’s report on FPC’s financial and business performance in 2015;
- Review the audit report on FPC’s financial statements under RAS and IFRS for 2015;
- Review FPC’s financial statements for 2015, including the profit and loss statement, and provide opinion on whether and how FPC’s net profit for 2015 can be distributed;
- Consider the nominee to the position of external Auditor for 2016 and material terms of the relevant agreement;
- Review a progress report on the implementation of a risk management system in FPC;
- Review FPC’s draft Financial Plan for 2017 and forecasts for 2018 and 2019.
Changes in the Committee’s membership in 2015
| Members of the Committee in January—July 2015 |
Members of the Committee in July—December 2015 |
|---|---|
| Olga Gnedkova, Chairwoman of the Committee, Head of the Corporate Finance Department at JSC RZD, member of FPC’s Board of Directors | Olga Gnedkova, Chairwoman of the Committee, Head of the Corporate Finance Department at JSC RZD, member of FPC’s Board of Directors |
| Oleg Ivanov, Director for Internal Control and Audit, Russian Railways | Oleg Ivanov, Director for Internal Control and Audit, Russian Railways |
| Natalia Lem, Head of the Accounting Department, Russian Railways | Natalia Lem, Head of the Accounting Department, Russian Railways |
| Tamara Andranovich, Deputy Head of the Department of Economics, Russian Railways | Tamara Andranovich, Deputy Head of the Department of Economics, Russian Railways |
| Andrey Derin, Deputy Head of the Subsidiaries and Affiliates Management Department, Russian Railways | Andrey Derin, Deputy Head of the Subsidiaries and Affiliates Management Department, Russian Railways |
| Aleksandr Muslovets, Deputy General Director of JSC FPC for Economics and Finance | Aleksandr Muslovets, Deputy General Director of JSC FPC for Economics and Finance |
| Olga Yakovleva, First Deputy Director at Zheldoruchet Centre for Corporate Accounting and Reporting, a branch of JSC RZD | Semyon Smolyak, CEO of OOO PF Capital, an Independent Director |
