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Committees

The Audit Committee

The audit committee of the Board of Directors has been set up by decision of the Board of Directors in order to help exercise control over the Company’s business operations.

The audit committee’s function is to assist the Board of Directors in monitoring the completeness and accuracy of the Company’s financial and other reporting, their preparation and submission, together with the functioning of the corporate compliance system, corporate audit, risk management, compliance with the legislation, the Company’s Articles of Association and internal regulations.

The audit committee reports to the Board of Directors.

The audit committee is governed by the effective legislation of the Russian Federation, the Company’s Articles of Association, Regulations on Convening and Holding Board of Directors Meetings, resolutions of the General Meetings of Shareholders and the Board of Directors of the Company, the audit committee Regulations and other Company’s corporate documents.

The audit committee has the following functions:

  • to assess candidates for the Company’s auditor
  • to assess the opinions of the Company’s auditor
  • to assess the efficiency of the Company’s corporate compliance and auditing system and to prepare proposals for the Board of Directors on how to improve them

The audit committee is to meet regularly, at least once a quarter.

The Committee is formed and consists of the following members of the Board of Directors:

Vyacheslav Prikhodko

, Chairman

Vyacheslav Prikhodko

Board member since 2015.

Born in 1948. Holds a degree in Motor Transport Operation from Moscow Automobile and Road Construction Institute (1971).

Professional experience:
2001-2015: Moscow Automobile and Road Construction State Technical University (MADI).
Until November 2015: Rector of MADI;
December 2015 - April 2016: Advisor to the Rector of MADI.
April 2016 – present: Moscow State University of Railway Engineering (MIIT), Advisor to the Rector.

Maria Karelina

Board member since 2016.

Born in 1966. Degrees in Automobiles & Tractors from the Moscow Auto-Mechanical Institute (1988) and in Jurisprudence from the Moscow Federal Border Service Military Academy (2000). Candidate of Technical Sciences, Doctor of Education.

Professional experience:
1991 – present: Moscow Automobile and Road Construction State Technical University (MADI).
Until 2012: lecturer at the Machine Parts and Mechanisms Theory Department;
2012 – present: Head of the Machine Parts and Mechanisms Theory Department;
2015: Vice Rector for Academic and Educational work.

Valentin Siljanov

Board member since 2016.

Born in 1937. Degree in Railway Engineering from the Moscow Automobile and Road Construction Institute (MADI) (1960). Doctor of Technical Sciences.

Professional experience:
2007 – present: Moscow Automobile and Road Construction State Technical University (MADI), Advisor to the Rector.

Yuriy Novozhilov

Board member since 2012

Born in 1974 in Leningrad. Holds a degree in Economic Theory from Saint Petersburg State University (1996).

Professional experience: 2012 – present: NPF Blagosostoyanie, Executive Director. 2009 – 2012: TransCreditBank, Chairman of the Management Board. 2004 – 2009: RZD, First Deputy Head of Corporate Finance


Remuneration Committee

The Remuneration Committee of the Board of Directors is set up by decision of the Board of Directors of the Company and is a consultation and advisory body ensuring efficient fulfillment by the Board of Directors of the Company of its functions of exercising general management over the activities of the Company.

The task of the Committee is to develop and present recommendations to the Board of Directors of the Company on the development of human resources policy, engagement of qualified managers and specialists to work in the Company, development of motivation principles and systems for managers and specialists for the purpose of creating the requisite incentives for them to work successfully, formation and optimisation of the organisational structure of the Company, analysis and assessment of the activities of the General Director and of the managers of subdivisions of the executive office of the Company.

The Remuneration committee reports to the Board of Directors

The Remuneration committee is governed by the effective legislation of the Russian Federation, the Company’s Articles of Association, Regulations on Convening and Holding Board of Directors Meetings, resolutions of the General Meetings of Shareholders and the Board of Directors of the Company, the remuneration committee Regulations and other Company’s corporate documents.

The Remuneration committee has the following functions:

  • determination of the core spheres of activity and the strategy of the Company and its subsidiaries in the area of HR policy, management development and staff motivation
  • determination of the principles and criteria for selecting candidates for the positions of general directors, deputy general directors, managers of structural subdivisions, branches and subsidiaries of the Company, elaboration of the terms of the contracts with the given persons, the principles and systems for appraising their activities, and preliminary assessment of the given candidates
  • development of a methodology for analysing and appraising the activities of general directors and the management of the Company and subsidiaries
  • elaboration of principles and criteria for remuneration of the Company CEO (including management company or trust manager)
  • approval of internal documents of the Company relating to HR policy, management, development and motivation of personnel.

The Committee is not formed.

Irina Makanova

Board member since 2011

Born in 1976 in Yaroslavl. Holds a law degree from Demidov Yaroslavl State University (1998).

Professional experience: 2006 – present: NPV Engineering, Head of Legal Department. 2004 – 2006: head of the property use efficiency evaluation unit at the Property Management and Organisation Structures Department of JSC Russian Railways.