Board of Directors

The Board of Directors is a strategic and professional governing body which plots the vector of the Company’s development and makes resolutions for the benefit of the Company and its shareholders. The Board of Directors works to ensure FESCO’s long-term and successful development and increase its shareholder value. The Board of Directors is accountable to the meeting of shareholders of the Company.

The procedure for forming the Board of Directors, its composition, functions, goals, objectives, and powers as well as the procedure for its operation and interaction with any other of the Company’s governing bodies are governed by the Federal Law On Joint-Stock Companies, the Articles of Association of the Company, and the Regulations on the Board of DirectorsApproved by the adjourned Annual General Shareholders Meeting on 16 November 2020, Minutes No. 53 dated 20 November 2020..

To make the work of the Board of Directors efficient, the Company has an Induction Programme in place which helps any new members of the Board of Directors learn about the Group’s operations.

The key goals and objectives of the Board of Directors are:

• putting together FESCO Group’s company-wide development strategy seeking to increase its market capitalisation and investment appeal;
• establishing effective internal control mechanisms in accordance with the Group’s development strategy;
• assessing the performance of the executive bodies and key managers;
• protecting rights and legitimate interests of shareholders and preventing any corporate conflicts;
• monitoring the corporate governance practices and making sure they comply with the best practices, applicable laws, and FESCO’s development strategy.

2021 yielded high results in terms of the number of meetings held and agenda items considered by the Board of Directors, i.e.

As compared with 2019–2020, the number of items considered almost doubled which is indicative of the new Board of Directors’ high efficiency in handling FESCO’s tasks and operationsThe current members of the Board of Directors were elected by the adjourned Annual General Shareholders Meeting on 16 November 2020, Minutes No. 53 dated 20 November 2020..

The Board of Directors’ high performance efficiency results from planning the activities of the Board of Directors in accordance with FESCO’s strategic objectives and corporate events, detailed consideration of key items by the Board’s dedicated committees, and professional work done by the management and the Corporate Secretary. The meetings of the Board of Directors and its committees are prepared and held using an automated information system, which can be accessed by each member of the Board of Directors from their personal electronic devices.

Information on the meetings of the Board of Directors convened and the resolutions made is disclosed by the Company on the website of an authorised agency and on the corporate website.

The high degree to which the members of the Board of Directors are involved in Group management helps focus on all of the Group’s business units and divisions and contributes to making balanced decisions which are key to FESCO’s successful development.

The following main areas can be singled out in the work of the Board of Directors in 2021:

• determining priority areas of FESCO’s sustainable development;
• approving development programmes for a number of controlled entities through 2025 and transactions under those strategic programmes;
• ongoing development and optimisation of the Company’s organisation structure and making personnel and related decisions;
• considering FESCO’s 2022 budget and controlling 2021 budget implementation;
• considering the work plans and reports of the Internal Audit Department and the map of the existing risks; and
• evaluation and quarterly monitoring of FESCO’s risk management process.

Membership of the Board of Directors

According to the Articles of Association, FESCO’s Board of Directors comprises nine members. That membership is consistent with the statutory requirements and optimised with reference to the Group’s current goals and objectives. The members of the Board of Directors are elected by the General Shareholders Meeting on an annual basis for the period until the next Annual General Shareholders Meeting.

On 23 July 2021, an adjourned Annual General Shareholders Meeting re-elected the Company’s Board of Directors in full.

The Board of Directors includes two independent directors. The independence assessment is based on the independence criteria contained in the Corporate Governance Code recommended by the Bank of Russia and on the requirements set by the Moscow Exchange.

Provided below are the main characteristics of the members of the Board of Directors.

Biographies of Board members

Andrey Severilov

Chairman of the Board of Directors
Chairman of the Strategy, Investment, and General Affairs Committee
Non-executive Director

Year of birth: 1979

Education: Military University, Moscow, degree in Law

Nationality: Russian Federation

Indirectly owns 23.8% of FESCO shares

• 2020 – present – Director at Express Industry
• 2020 – present – Director at Sibirsky Titan
• 2019 – present – member of the Management Board at Memory and Glory Gallery of the Fatherland Heroes
• 2014 – present – Chairman of the Management Board at From Heart to Heart Charity Foundation
• 2012 – present – CEO at DaVinci Asset Management

Arkady Korosteljov

President
Chairman of the Executive Board
Director
Member of the Strategy, Investment and General Affairs Committee
Executive Director

Year of birth: 1976

Education: Concordia International University, USA, ВА in International Business.

Nationality: Estonia

Holds no shares or other securities in the Company

• 2020 – present – Chairman of VMTP’s Supervisory Board
• 2020 – present – member of the governing bodies at a number of FESCO Group’s companies

Yulia Vasilieva

Deputy Chairman of the Board of Directors
Chairman of the Human Resources and Remuneration Committee
Member of the Audit Committee
Non-Executive Director

Year of birth: 1984

Education: Moscow University for the Humanities, degree in Law

Nationality: Russian Federation

Holds no shares or other securities in the Company

• 2021 – present – Director at FEMSTA
• 2021 – present – Director at Vladivostok Automobile Terminal
• 2020 – present – member of the Supervisory Board at Commercial Port of Vladivostok
• 2015 – present – CEO at Storia
• 2014 – present – CEO at Django
• 2014 – present – CEO at Arambol
• 2013 – present – head of Corporate Practice at DaVinci Asset Management

Yan Bliznets

Director
Member of the Human Resources and Remuneration Committee
Non-executive Director

Year of birth: 1975

Education: Moscow State Social University, degree in Law

Nationality: Russian Federation

Holds no shares or other securities in the Company

• 2020 – present – CEO at Nautilius
• 2016 – present – CEO at Medveditsky Grain Terminal
• 2015 – present – CEO at ArgoTrading

Evgeny Melnikov

Director
Member of the Human Resources and Remuneration Committee
Non-executive Director

Year of birth: 1979

Education: Military University of the Ministry of Defence of the Russian Federation, degree in Law

Nationality: Russian Federation

Holds no shares or other securities in the Company

• 2020 – present – Chairman of the Board of Directors at Sibirsky Titan
• 2020 – present – CEO at NovatorInvest
• 2018 – present – CEO at Aleana Invest
• 2017 – present – CEO at DaVinci Holding Company
• 2016 – present – CEO at TomskAzot

Aleksandr Mineev

Director
Member of the Human Resources and Remuneration Committee
Non-executive Director

Year of birth: 1970

Education: Peoples’ Friendship University of Russia, degree in Law

Nationality: Russian Federation

Holds no shares or other securities in the Company

• 2021 – present – CEO at Trevis
• 2020 – present – Director at ZhSA
• 2020 – present – CEO at Dom Stroy Holding
• 2017 – present – Marketing Director at Transremkom
• 2017 – present – CEO at City Estate

Vyacheslav Plotskiy

Director
Member of the Strategy, Investment and General Affairs Committee
Executive Director

Year of birth: 1975

Education: Baikal State University, degree in Law

Nationality: Russian Federation

Holds no shares or other securities in the Company

• 2021 – present – First Vice President at FESCOUntil August 2021 – Vice President for development of promising business lines at FESCO.
• 2020 – present – member of VMTP’s Supervisory Board
• 2020 – present – member of the governing bodies at a number of FESCO Group’s companies

Aleksandr Timchenko

Director
Chairman of the Audit Committee
Member of the Strategy, Investment, and General Affairs Committee
Independent Director

Year of birth: 1977

Education: Moscow State University of Railway Engineering, degree in Railway Transport; degree of a University Teacher; Russian Presidential Academy of National Economy and Public Administration, MBA (Company Innovative Development Strategy);

Institute of Directors, IoD Certified director; member of the Association of Professional Directors

Nationality: Russian Federation

Holds no shares or other securities in the Company

• 2020 – present – Director at AVP Technology
• 2020 – present – Advisor to CEO of AVP Technology
• 2019 – present – Advisor to Director of Razvitiye Mining Company

Dmitry Tikhonov

Director
Member of the Strategy, Investment, and General Affairs Committee
Member of the Audit Committee
Independent Director

Year of birth: 1977

Education: Raspletin Moscow Radio Engineering College, degree in Computer Technology, Moscow Institute of Economics and Culture, degree in Corporate Management, Higher School of Economics, degree in Corporate Directorship

Nationality: Russian Federation

Holds no shares or other securities in the Company

• 2020 – present – Advisor to AVP Technology CEO
• 2018 – present – CEO at Innovative Transport Technologies
• 2014 – present – Director at AVP Technology
• 2010 – present – CEO at Informtechtrans

Committees of the Board of Directors

The Board of Directors has committees in place for preliminary in-depth consideration of items to be discussed at a meeting of the Board of Directors. The members of the Board of Directors scrutinise the issues and tasks allotted to them and give appropriate recommendations to the members of the Board of Directors for making balanced resolutions.

The Company has three committees of its Board of Directors.

The Committees are governed by the respective regulations approved by the Board of Directors.

The committee members are elected at the first meeting of the Board of Directors following the Annual General Meeting of Shareholders and continue in office until its new members are elected.

Presently, each member of the Board of Directors is a member of one or two committees. The committees may engage in their work any of FESCO Group’s officers and employees, independent consultants, or experts.

Audit Committee

Key items considered in 2021:

• reports on the implementation of the corrective action plans approved based on the audit results for the internal processes of the Company and its controlled entities;
• reports on the fulfilment of the instructions given by the Audit Committee;
• progress reports of the Internal Audit Department for the 2021 periods;
• preliminary consideration of FESCO’s 2020 annual accounting statements (RAS);
• potential auditors of FESCO and its controlled entities for the audit of the 2021 financial statements under RAS and IFRS and determining the auditors’ remuneration;
• consideration of FESCO’s Risk Management System Development Plan;
• improving FESCO’s internal audit processes.

Human Resources and Remuneration Committee

Key items considered in 2021:

• reports on the fulfilment of the instructions given by the Human Resources and Remuneration Committee;
• preliminary approval of the candidates to the controlled entities’ governing bodies;
• arrangements for the recruitment and onboarding of FESCO Group’s personnel;
• operating efficiency evaluation of the Company’s executive bodies, key personnel, and the Corporate Secretary.

Strategy, Investment and General Affairs Committee

Key items considered in 2021:

• the President’s reports on the fulfilment of the Strategy Committee’s assignments;
• on consideration of the FESCO budget implementation forecast;
• on approval of FESCO’s 2022 budget;
• on the development strategy for controlled entities;
• efficiency evaluation for new projects.