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.

27  meetings held
182  items considered

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.

Statistics of the Board of Directors’ meetings
Participation of the members of the Board of Directors in the work of the Board of Directors
MEMBER OF THE BOARD OF DIRECTORS PARTICIPATION IN MEETINGS PARTICIPATION IN ABSENT VOTING TOTAL MEETINGS / ABSENT VOTES
Andrey SeverilovChairman. 1 26 27
Yulia VasilievaDeputy Chairman. 1 26 27
Yan Bliznets 1 26 27
Arkady Korosteljov 1 26 27
Evgeny Melnikov 1 26 27
Aleksandr Mineev 1 26 27
Vyacheslav Plotskiy 1 26 27
Aleksandr Timchenko 1 26 27
Dmitry Tikhonov 1 26 27

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.
Structure of agenda items considered by the Board of Directors, %

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.

Members of the Company’s Board of Directors in 2021Information on the members of the governing bodies, including their biographical details, is shown as at 31 December 2021 (end of the reporting year).
No. MEMBER OF THE BOARD OF DIRECTORS YEAR OF BIRTH NATIONALITY MEMBER OF THE EXECUTIVE BOARD AUDIT COMMITTEE STRATEGY, INVESTMENT AND GENERAL AFFAIRS COMMITTEE HUMAN RESOURCES AND REMUNERATION COMMITTEE
NON-EXECUTIVE DIRECTORS (5 PERSONS)
1 Andrey SeverilovChairman of the Board of Directors 1979 Russia
2 Yulia VasilievaDeputy Chairman of the Board of Directors 1984 Russia
3 Yan Bliznets 1975 Russia
4 Evgeny Melnikov 1979 Russia
5 Aleksandr Mineev 1970 Russia
EXECUTIVE DIRECTORS (2 PERSONS)
6 Arkady Korosteljov 1976 Estonia
7 Vyacheslav Plotskiy 1975 Russia
INDEPENDENT DIRECTORS (2 PERSONS)
8 Aleksandr Timchenko 1977 Russia
9 Dmitry Tikhonov 1977 Russia
Committee Chairman
Committee Member

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

Categories of the Board members, %
Gender profile of the Board of Directors, %
Age of the Board members, %
Key competences of the Board members, %
Key competences of the Board members
INDUSTRY KNOWLEDGE STRATEGY FINANCE AND INVESTMENTS RISK MANAGEMENT LAW AND CORPORATE GOVERNANCE PERSONNEL MANAGEMENT ACCOUNTING AND AUDIT INFORMATION TECHNOLOGIES
Andrey Severilov Chairman.
Yulia Vasilieva Deputy Chairman.
Yan Bliznets
Arkady Korosteljov
Evgeny Melnikov
Aleksandr Mineev
Vyacheslav Plotskiy
Aleksandr Timchenko
Dmitry Tikhonov

Biographies of Board members

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

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

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

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

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

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

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

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

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.

Audit Committee

Putting together recommendations to the Board of Directors for exercising control over the Company’s financial and business operations related to risk management, internal control and corporate governance, conducting internal and external audits, and accounting

Human Resources and Remuneration Committee

Putting together recommendations to the Board of Directors for the Company’s personnel policy, motivation and remuneration system, and corporate culture development

Strategy, Investment and General Affairs Committee

Putting together recommendations to the Board of Directors for strategic management, implementation of investment projects and long-term development programmes, budgeting, and operating performance evaluation for the Company and the Group’s companies

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.

Participation of the members of the Board of Directors in the work of the Board committees, %
DIRECTOR AUDIT COMMITTEE HUMAN RESOURCES AND REMUNERATION COMMITTEE STRATEGY, INVESTMENT AND GENERAL AFFAIRS COMMITTEE
Andrey SeverilovChairman. 100
Yulia VasilievaDeputy Chairman. 100 100
Yan Bliznets 100
Arkady Korosteljov 100Member of the Human Resources and Remuneration Committee from 19 April to 23 June 2021. 100
Evgeny Melnikov 100Member of the Audit Committee since 12 December 2021. 100
Aleksandr Mineev 75Member of the Audit Committee since 12 December 2021.
Vyacheslav Plotskiy 100Member of the Audit Committee since 12 December 2021. 100
Aleksandr Timchenko 100Member of the Audit Committee since 13 December 2021. 100 100
Dmitry Tikhonov 100Member of the Audit Committee since 13 December 2021. 100

Audit Committee

Members
FROM 25 NOVEMBER 2020 TO 23 JUNE 2021, FROM 27 JULY 2021 TO 12 DECEMBER 2021 SINCE 13 DECEMBER 2021

Yulia VasilievaChairman.

Evgeny Melnikov

Aleksandr Mineev

Vyacheslav PlotskiyChairman of the Audit Committee until 26 October 2021.

Aleksandr TimchenkoChairman.

Yulia Vasilieva

Dmitry Tikhonov

Currently, the Audit Committee consists of two independent directors and one non-executive director and is headed by Aleksandr Timchenko who is an independent director.

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

Members
FROM 25 NOVEMBER 2020
TO 18 APRIL 2021
FROM 19 APRIL 2021
TO 23 JUNE 2021

Yan BliznetsChairman.

Yulia Vasilieva

Aleksandr Timchenko

Evgeny Melnikov.

Yan BliznetsChairman.

Yulia Vasilieva

Arkady Korosteljov

Aleksandr Timchenko

FROM 27 JULY 2021
TO 12 DECEMBER 2021
SINCE 13 DECEMBER 2021

Yulia VasilievaChairman.

Yan Bliznets

Aleksandr Timchenko

Evgeny Melnikov

Yulia VasilievaChairman.

Yan Bliznets

Evgeny Melnikov

Aleksandr Mineev

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

Members
FROM 25 NOVEMBER 2020 TO 23 JUNE 2021,
SINCE 27 JULY 2021

Andrey SeverilovChairman.

Arkady Korosteljov

Vyacheslav Plotskiy

Aleksandr Timchenko

Dmitry Tikhonov

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.