Board of Directors
The Board of Directors carries out the general management of the Company’s activities, except for matters reserved for the General Shareholders Meeting.
The Board operates according to Russian laws, FESCO’s Articles of Association, and the Regulations on the Board of Directors Approved by the Annual General Shareholders Meeting on 12 May 2022 (Minutes No. 57 dated 12 May 2022). .
The Board focuses on strategic matters, determining priority development areas, planning and controlling financial and economic activities, and overseeing performance of the Company’s executive bodies.
According to the Articles of Association, FESCO’s Board of Directors comprises nine members. This composition complies with legislative requirements and the Articles of Association. The current size allows for a broad range of professional competencies and management experience, with the Board’s long‑standing successful practice demonstrating its alignment with Company needs and shareholder interests. 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. The Board of Directors is accountable to the General Shareholders Meeting.
Throughout 2024, the Board composition changed several times, resulting in three different composition configurations during the reporting period.
The first composition, elected at the adjourned Annual General Shareholders Meeting on 4 August 2023 Minutes No. 60 of the adjourned Annual General Shareholders Meeting dated 7 August 2023. , served until 21 May 2024.
The second composition was elected at the Extraordinary General Shareholders Meeting on 21 May 2024 Minutes No. 61 of the Extraordinary General Shareholders Meeting dated 22 May 2024. . Following the Annual General Shareholders Meeting on 27 June 2024, this composition remained unchanged and served until 19 December 2024.
The third composition was elected at the Extraordinary General Shareholders Meeting on 19 December 2024 Minutes No. 63 of the Extraordinary General Shareholders Meeting dated 20 December 2024. .
The Board that served until 21 May 2024 included two independent directors, three executive directors, and four non‑executive directors. From the second composition onwards, the Board has consisted of one executive director and eight non‑executive directors.
Board members were selected based on their professional qualifications, experience, business skills, reputation and personal qualities, with the aim of achieving a balanced composition across the Board and its committees.
Gender profile of the Board of Directors in 2024
Induction Programme for new members of the Board of Directors
To ensure effective functioning of each new Board and committee composition, the Company’s Corporate Secretary conducts an induction procedure in accordance with the Regulations on the Board of Directors. New Board members receive the Company’s internal documents on governing bodies along with information on key management and operational matters, financial and economic performance, and the Company’s strategy.
During the reporting period, meetings were arranged between the Chairman of the Board of Directors and Board members with the Company’s top management to familiarise them with core activities and financial indicators, enhancing the Board’s effectiveness.
Board of Director’s Report
The Board plans its activities semi‑annually, approving work plans twice yearly for the first and second halves of the calendar year. In addition to scheduled meetings, the Board Chairman may convene unscheduled meetings as required.
In the reporting year, Board activities focused on adapting the corporate governance system to new conditions following the change in controlling shareholder.
During 2024, the Board held 27 scheduled and unscheduled meetings (one in person, 26 in absentia), addressing 151 agenda items.
| Director | Status | Number of meetings attended |
|---|---|---|
| Board composition prior to 21 May 2024 | 12 meetings | |
| Director 1 | Non‑executive Director | 12 out of 12 |
| Director 2 | Non‑executive Director | 12 out of 12 |
| Director 3 | Executive Director | 12 out of 12 |
| Director 4 | Non‑executive Director | 12 out of 12 |
| Director 5 | Non‑executive Director | 12 out of 12 |
| Director 6 | Executive Director | 12 out of 12 |
| Director 7 | Non‑executive Director, Chairman of the Board of Directors | 12 out of 12 |
| Director 8 | Independent Director | 12 out of 12 |
| Director 9 | Independent Director | 12 out of 12 |
| Board composition between 21 May 2024 and 19 December 2024 | 12 meetings | |
| Director 1 | Non‑executive Director | 11 out of 12 |
| Director 2 | Non‑executive Director | 11 out of 12 |
| Director 3 | Non‑executive Director | 10 out of 12 |
| Director 4 Resigned starting 8 October 2024. | Executive Director | 10 out of 12 |
| Director 5 | Non‑executive Director, Chairman of the Board of Directors | 12 out of 12 |
| Director 6 | Non‑executive Director | 10 out of 12 |
| Director 7 | Non‑executive Director | 11 out of 12 |
| Director 8 | Non‑executive Director | 11 out of 12 |
| Director 9 | Non‑executive Director | 12 out of 12 |
| Board composition since 19 December 2024 | 3 meetings | |
| Director 1 | Non‑executive Director | 3 out of 3 |
| Director 2 | Executive Director | 3 out of 3 |
| Director 3 | Non‑executive Director | 2 out of 3 |
| Director 4 | Non‑executive Director | 2 out of 3 |
| Director 5 | Non‑executive Director | 3 out of 3 |
| Director 6 | Non‑executive Director | 3 out of 3 |
| Director 7 | Non‑executive Director | 3 out of 3 |
| Director 8 | Non‑executive Director | 2 out of 3 |
| Director 9 | Non‑executive Director | 3 out of 3 |
Key matters reviewed by the Board of Directors in 2024:
- approval of investment and development programmes for FESCO Group;
- approval of the 2023 Annual Report and annual accounting (financial) statements for 2023;
- approval of work programmes for the Group’s digital transformation and integration with Rosatom’s IT processes;
- consideration of the 2024 budget and budget execution reports of FESCO and its subsidiaries and affiliates;
- transactions of FESCO and FESCO Group’s controlled entities;
- convening Annual and Extraordinary General Shareholders Meetings;
- election of a new Executive Board;
- early termination of powers of FESCO’s President and election of a new sole executive body;
- reorganisation of controlled entities to improve Group management efficiency;
- provision of charitable assistance to sports non‑profit organisations and to museums for cultural heritage development and preservation, and exhibition organisation, including such activities in the Primorye Territory where the Group operates;
- internal audit functioning and approval of the Internal Audit Department’s work plan;
- risk management system functioning and consideration of the 2024 risk map.
As part of integration into Rosatom’s governance system, the Board also approved the following internal Company documents:
- on FESCO’s accession to Rosatom’s Unified Industry Procurement Standard (Procurement Regulations) Resolution of the Board of Directors dated 30 July 2024 (Minutes No. 15/24 dated 30 July 2024). ;
- Risk Management Policy of FESCO and its controlled entities Resolution of the Board of Directors dated 19 April 2024 (Minutes No. 9/24 dated 22 April 2024). ;
- updated Regulations on Bonus Payment to FESCO’s Top Management (version 008) Resolution of the Board of Directors dated 30 July 2024 (Minutes No. 15/24 dated 30 July 2024). .
Matters submitted for Board consideration are often preliminarily reviewed by relevant Board committees, ensuring balanced and well‑substantiated governance decisions.
Information on the meetings of the Board of Directors and the key resolutions made is disclosed by the Company on the website of an authorised agency at subject to disclosure exemptions granted by the Russian Government’s Resolution No. 1102 dated 4 July 2023 Russian Government’s Resolution No. 1102 dated 4 July 2023 On Details of Disclosure and/or Provision of Information that Must be Disclosed and/or Provided under Federal Law On Joint‑Stock Companies, and by the Federal Law On the Securities Market. .