Russian Railways is a dynamically developing national vertically integrated transport company.
Russian Railways follows best practice and corporate governance standards, which it recognises as a prerequisite for the efficiency and success of its financial and economic activities, increasing the investment attractiveness of the Company and its subsidiaries, and ensuring the proper implementation of the railway transport reform. Since 2005, Russian Railways has been a member of the National Corporate Governance Council, a non-profit partnership.
At present, Russian Railways has practically formed the main mechanisms of corporate governance appropriate to leading public companies. Leading Russian expert organisations in the field of corporate governance confirm that Russian Railways has achieved excellent standards in the area of corporate governance.
The Company continues to work continuously to improve its corporate governance system based on Russian and international standards and best practices in corporate relations.
PRINCIPLES OF CORPORATE GOVERNANCE AT OPEN JOINT STOCK COMPANY RUSSIAN RAILWAYS
1. PROTECTING SHAREHOLDER RIGHTS
The Company has a practice of holding tenders for the supply of goods or services to Russian Railways, which enhances the protection of shareholder interests.
The expanded powers of the Board of Directors to approve transactions ensure the security of assets and enable shareholder representatives on the Board of Directors to assess the commercial feasibility of transactions involving large assets proposed by the executive body.
Russian Railways has adopted the practice of engaging an independent appraiser when carrying out property transactions and selling blocks of shares in subsidiaries and affiliates.
Russian Railways engages reputable Russian and foreign audit companies as its external auditor, which ensures a high level of reporting reliability. The auditor is selected through an open competition. The external auditors are rotated at least once every five years.
The regulations governing the circulation of insider information are enshrined in the Company’s internal document "The Regulation on Information Policy," which gives the shareholder reasonable confidence in the proper protection of his rights.
The Company has been making regular dividend payments to its shareholder since its inception.
2. EFFECTIVE ACTIVITIES OF GOVERNANCE AND CONTROL BODIES
Board of Directors of Russian Railways
The Board of Directors consists of highly professional managers with significant experience in collegial management bodies and the necessary knowledge and competence to solve the Company’s long-term strategic goals regarding development.
The practice of the Board of Directors of Russian Railways is characterised by the high level of involvement of members of the Board of Directors in shaping the strategy of Russian Railways and defining the position of Russian Railways with regard to stakeholder engagement.
As part of the implementation of the state policy to expand the practice of electing independent directors to the governing bodies of companies with state participation, independent directors have been regularly elected to the Board of Directors of Russian Railways since 2008.
The rights and obligations of members of the Board of Directors and their responsibility, as well as the procedure for organising the work of the Board of Directors and its decision making, are enshrined in the Regulations on the Board of Directors as approved by the Government of the Russian Federation.
To ensure that high-quality and timely decisions are made, the Board of Directors of Russian Railways has created a Board of Directors’ Audit, Risks and Remuneration Committee and a Board of Directors’ Strategic Planning Committee.
Meetings of the Board of Directors are held regularly in accordance with long-term plans. Materials for meetings of the Board of Directors are provided in advance. Most meetings of the Board of Directors are held in person, which contributes to the balance and efficiency of decisions taken by the Board of Directors.
The Company’s internal documents stipulate the obligation of the members of the Board of Directors to disclose any information on the ownership and transactions with securities of Russian Railways. The procedures for declaring their affiliation by members of the Board of Directors reduce the risk of a conflict of interest.
Executive Bodies
A collegial executive body, the Management Board, has been created at Russian Railways, which ensures collegial decision-making on a number of key issues regarding the Company’s activities.
The main principles of activity and functional duties of the Management Board and its members are governed by the Regulation on the Management Board.
Russian Railways provides for remuneration mechanisms for the members of executive bodies, depending on the results of the Company’s activities. This makes it possible to create adequate incentives for the executive bodies to achieve Russian Railways’ planned performance indicators and meet the expectations of the shareholder.
The Company’s internal documents provide for procedures for members of the executive bodies of Russian Railways to declare that a conflict of interest exists and the obligation to inform the Board of Directors about any such cases of conflicts.
The basis for the sustainable development of Russian Railways is the availability of a pool of talent for replacing the heads of structural divisions, which makes it possible to ensure the continuity of the activities of the middle management of Russian Railways.
Financial and Business Control System
The financial and commercial activities of Russian Railways are controlled by the Audit Commission, the Committee of the Board of Directors for Audit, Risks, Remuneration and the structural divisions of Russian Railways – the Zhheldorcontrol Internal Control Center, the Zhheldoraudit Internal Audit Center and an independent auditor.
The Committee of Internal Auditors of Russian Railways does not include persons holding positions in the company’s management bodies or its employees, which ensures its independence.
The main tasks and powers of the Board of Directors’ Audit, Risks and Remuneration Committee in the area of control over the financial and economic activities of Russian Railways are defined in the Regulations governing this Committee as approved by the Board of Directors.
Among the main tasks of the Zheldorcontrol Internal Control Centre is the organisation and conduct of subsequent internal control aimed at achieving the commercial stability and financial transparency of the RZD Holding.
The Zhheldoraudit Internal Audit Centre will assist the Board of Directors and executive management bodies in improving the efficiency of the Company’s management and its financial and economic activities through a systematic and consistent approach to the analysis and evaluation of the risk management and internal control system, as well as its corporate governance practices as tools to ensure reasonable confidence in achieving the goals set for Russian Railways.
The Company is carrying out comprehensive work to develop a risk-oriented internal control and audit system that meets the best corporate governance practices.
3. ENSURING DISCLOSURE
The Russian Railways Board of Directors has approved the Regulations on the Company’s information policy.
Russian Railways discloses financial and accounting statements in accordance with Russian Accounting Standards (RAS) and International Financial Reporting Standards (IFRS).
The Company’s annual report contains informational material for stakeholders and complies with the requirements of regulatory enactments with regard to the structure and content of the annual report provided to shareholders in preparation for the general meeting of shareholders.
To disclose information, the Company uses the means and methods most convenient for the addresses. The maximum possible amount of information is posted on the corporate website (https://new-www.nu.oooinex.ru). Russian Railways also discloses information through news agencies and other mass media. Each significant event or action of Russian Railways is accompanied by a press release. The Company holds regular press conferences on important issues regarding its activities.
Information on the development strategy of Russian Railways is disclosed on the website. The Company uploads its internal documents. Part of the material information about the Company’s activities is disclosed in English.
4. IMPLEMENTATION OF ETHICAL PRINCIPLES AT THE COMPANY
The Board of Directors of Russian Railways has approved a Code of Business Conduct, which is a set of rules and norms of conduct that the Company adheres to in its relations with shareholders, investors, consumers, suppliers, subsidiaries and affiliates and which all employees and officials of Russian Railways must follow.
The Code contains a list of measures aimed at strengthening the corporate spirit and the settlement of corporate conflicts. The Code transmits the Company’s values to all employees and orientates employees towards common corporate goals and thereby enhances their corporate identity.
5. SOCIAL RESPONSIBILITY
Russian Railways implements a corporate strategy of high social responsibility. It implements comprehensive assistance to regional development, increases population mobility, pursues information openness and the transparency of its activities, constantly works to improve the quality of services it provides and fully implements all state social programmes – all these are the criteria according to which Russian Railways fulfills its obligations to Russia’s society and economy.
The Company has adopted a Code of Corporate Social Responsibility of Russian Railways. The adoption of the Code confirms the Company’s commitment to conducting business in a way that takes into account the interests, and contributes to the balanced sustainable development of all stakeholders.
The Company has introduced the practice of drawing up regular social reports and presenting their results to the general public.
Russian Railways provides charitable assistance to citizens, public, religious and other organisations. Charitable activities are socially focused on further strengthening the Company’s image and are in line with the uniform policy of Russian Railways with regard to maintaining social facilities, charitable programmes, developing education, health care, science, art, education, sport and the spiritual improvement of the individual.
As an environmentally friendly company, Russian Railways also pays great attention to reducing its impact on the environment.
6. SOCIAL SUPPORT SYSTEM FOR THE COMPANY’S EMPLOYEES
The Company implements a system of social support for employees as the most important factor in increasing work efficiency. Social support includes medical and health institutions, a large-scale mortgage programme and a range of additional benefits which take into account the specifics of working on railway transport. In developing these areas, the Company implements national projects in the framework of railway transport.
All Company employees have the opportunity to participate in the corporate system of non-state pension provision.
In order to create the necessary conditions for the future development of Russian Railways, the Company is implementing a special programme entitled "Youth of Russian Railways."
The Company also has the practice of concluding a collective agreement regulating social and labour relations and guaranteeing the provision of social benefits to employees of Russian Railways and their families. Its implementation is regularly monitored.
7. EFFECTIVE MANAGEMENT SYSTEM AT SUBSIDIARIES
Russian Railways manages subsidiaries and affiliates by corporate methods. The corporate governance of its subsidiaries and affiliates is carried out through the participation of representatives of Russian Railways in general meetings of shareholders, boards of directors and audit commissions of subsidiaries and affiliates.
The parent Company’s interests in the activities of subsidiaries are realised through the development and implementation of uniform corporate governance standards. Uniform standards ensure the creation of a single legal space in the Holding and the implementation of common strategic goals and contribute to the convenience of work of the management bodies of all the Holding’s companies, as well as to the reduction of the overall management costs.
Russian Railways attaches great importance to dialogue with other shareholders and members of its subsidiaries and strives to take into account their interests as much as possible.