The Company's corporate governance model

The Company’s corporate governance model

JSC FPC’s corporate governance model is built in line with Russian statutory requirements and is a multi-tier system of relationships between participants in the corporate governance process.

The Company’s supreme management body is the General Shareholders Meeting, with the Board of Directors occupying a central place in the corporate governance system, and the management of Company’s day-to-day operations delegated to General Director.

The General Director is accountable to the General Shareholders Meeting and the Board of Directors. The Board of Directors, in its turn, reports to the General Shareholders Meeting of JSC FPC.

The jurisdiction of all management bodies is clearly defined and formalised in the provisions of the Company’s Articles of Association.

Approval of the Company’s independent Auditor, and election of the Audit Commission and the Board of Directors are reserved to the General Shareholders Meeting.

The Board of Directors occupies a key position in JSC FPC’s system of corporate governance, as it determines the focus areas for the Company’s development, approves the key financial and economic targets for the Company and monitors their achievement, sets strategic priorities both for the near- and longer-term, and oversees the activities of the Company’s executive bodies.

Election of the General Director and the Secretary of the Board of Directors, and appointment of members to the Board of Directors Committees are reserved to the Board of Directors.

Three committees have been set up at JSC FPC’s Board of Directors for preliminary consideration of the most important matters related to the Company’s activities: the Strategic Planning Committee, the Audit Committee and the Human Resources, Remuneration and Corporate Governance Committee.

On 27 July 2015, to ensure compliance with the Corporate Governance Code FPC dissolved the Human Resources and Remuneration Committee of the Board of Directors and simultaneously set up the Human Resources, Remuneration and Corporate Governance Committee of FPC’s Board of Directors, whose roles additionally include the roles of a nomination committee as set out in the Code and of a corporate governance committee.

The Secretary of the Board of Directors ensures effective ongoing interaction with shareholders, coordinates the Company’s efforts to protect shareholder rights and interests and supports the activities of the Board of Directors.

To provide the Company’s shareholders with reliable and complete information on the Company’s financial and business activities the Company appoints its Auditor on an annual basis, has the Audit Commission in place, and has set up the Internal Audit Centre.