Board of Directors of Russian Railways
The Board’s key objective is to ensure the Company’s general management and determine its business priorities and development strategy. It approves:
- core operating programmes and functional development strategies;
- a financial plan and an investment programme.
The Board of Directors defines general principles of and approaches to risk management in the Company.
In 2024, the Board of Directors of Russian Railways held 13 meetings, including five meetings held in person and eight in the form of absentee voting. During these meetings, the Board addressed 96 agenda items covering various aspects of the Company’s operations.
Composition of the Board of DirectorsApproved by the Russian Government’s Order No. 1706-r dated 28 June 2024.
Independent directors
In line with international corporate governance practices, the Board of Directors of Russian Railways includes independent directors.
In 2024, the Board had two independent directors. Independent directors possess the professional expertise, competencies and experience necessary to form their own opinions and make objective judgements not influenced by the Company’s executive bodies and its sole shareholder.
The independent directors chair and participate in two of the Board’s four committees: the Audit and Risk Committee, and the Personnel and Remuneration Committee.
For more details on the Board of Directors’ performance in the reporting year and the Board remuneration, see Russian Railways’ 2024 Annual Report, Board of Directors section.
For more details on the Board of Directors’ involvement in sustainable development, see Management approach section.
Remuneration of the Board of Directors
In 2024, the Annual General Meeting of Shareholders of Russian Railways adopted a resolutionOrder No. 1706-r of the Russian Government dated 28 June 2024. to pay remuneration to the Company’s directors who are not government officials for the 2023-2024 corporate year in the amount recommended by the Board of DirectorsResolution of Russian Railways’ Board of Directors dated 14 June 2024 (Minutes No. 14). and in the manner prescribed by the Regulation on Remuneration and Compensation Paid to Members of Russian Railways’ Board of DirectorsResolution of Russian Railways’ Board of Directors dated 26 June 2018 (Annex No. 3 to Minutes No. 25)..
In 2024, the Annual General Meeting of Shareholders of Russian Railways resolved to allocate RUB 45.5 mOrder No. 1706-r of the Russian Government dated 28 June 2024. in remuneration to members of the Russian Railways’ Board of Directors, with the three‑year total for 2022–2024 reaching RUB 126.3 m.