Corporate governance system
Russian Railways’ corporate governance system is based on applicable standards and the nature of its operations and governance as a 100% state-owned single economic
In implementing its corporate governance framework and tools, Russian Railways also complies with documents issued by the Bank of Russia as the regulator and the Federal Agency for State Property Management as the corporate governance methodologist for state-owned companies.
Russian Railways’ Board of Directors is the key component of the corporate governance framework, leading the development of the Company’s best practice of corporate governance. In 2019, Russian Railways’ Board of Directors:
- resolved to establish the Digital Transformation and Innovation Committee of the Board;
- approved the Risk Management and Internal Control Policy;
- approved the Regulation on the Remuneration System for Members of the Management Board of Russian Railways;
- for the first time assessed the performance of Russian Railways’ Board of Directors, its committees and members.
Another important positive trend in Russian Railways’ corporate governance practice is the shift in the Board’s focus to issues of strategic importance for the Company. In 2019, the Board of Directors approved:
- Russian Railways’ Long-Term Development Programme until 2025;
- Russian Railways’ Digital Transformation Strategy;
- Russian Railways Group’s Intellectual Property Management Strategy.
In addition, the Board intends to approve in 2020:
- Russian Railways Group’s Comprehensive Innovative Development Programme;
- Russian Railways’ IT Development Strategy.
Russian Railways actively promotes the practice where the Board deals with matters associated with the risk management framework and the Audit and Risk Committee of the Board of Directors, i.e. with matters related to the internal audit framework. In addition, for the purpose of improving the shareholders’ monitoring function, the Board of Directors puts a special emphasis of the governance of the Russian Railways Group as a whole. For example, in 2019–2020 the Board plans to introduce the practice of reviewing the Group’s financial plan in accordance with the IFRS.