Committees of the Board of Directors

In accordance with the recommendations of the Bank of Russia's Corporate Governance Code, the Board of Directors of JSC FPC has established three area‑related standing committees for preliminary consideration of the most important issues:

Audit and Risk Committee
Committee on Strategic Planning, Digital Transformation and Information Technology
Human Resources, Remuneration and Corporate Governance Committee

Committee formation principles

Indicator	Audit and Risk Committee	Committee on Strategic Planning, Digital Transformation and Information Technology	Human Resources, Remuneration and Corporate Governance Committee
Quantitative composition	Three people, minimum
Chairman of the Board of Directors	Cannot be elected Chairman of the Committee	No restrictions	Cannot be elected Chairman of the Committee
General Director	Cannot be elected member of the Committee	No restrictions	Cannot be elected member of the Committee
Committee members	Participation of experts who are not members of the Board of Directors is allowed
Competences of candidates to Committee members	Availability of professional training Current competence in accounting (financial) accounting and IFRS Competences in the field of audit, economics and finance, management Experience in executive positions	Availability of professional training Hands‑on experience in the area of the Committee's activities Knowledge required to fulfil the duties Competences in the field of management and strategic management	Availability of professional training Hands‑on experience in the area of the Committee's activities Knowledge required to fulfil the duties

Report of the Audit and Risk Committee

The Audit and Risk Committee is an advisory and consultative body of the Board of Directors. Its primary goal is to assist the Board of Directors’ efficient operation in controlling the Company’s financial and business activitiesThe resolution of the Board of Directors (Minutes No. 5 dated 12 November 2024) amended the Regulations on the Audit and Risk Committee of the Board of Directors of JSC FPC in terms of the procedure for holding unscheduled meetings of the Committee and excluding consideration of the Company's Investment Programme from the Committee's scope of duties.. The Committee’s resolutions are of an advisory nature.

Committee’s goals and objectives

Area of activity	Competencies
Accounting (financial) statements and management accounting	Monitoring the completeness, accuracy and integrity of accounting (financial) statements; reviewing the material aspects of the Company’s accounting policy; participating in reviewing material matters and judgements related to accounting (financial) statements Reviewing external audit results Reviewing the rationale behind, and acceptability of, the current accounting methods, accounting (financial) reporting principles, as well as management accounting methods and management reporting principles Previewing the draft Annual Report, budget, Operational Efficiency and Cost Optimisation Programme, and relevant performance reports
Risk management and internal control	Monitoring the reliability and effectiveness of the RM&ICS Reviewing the effectiveness of risk management and internal control procedures; preparing proposals for their improvement Reviewing and assessing the implementation of the risk management and internal control policy Reviewing and assessing the implementation of the Conflict of Interest Management Policy Preparing recommendations on acceptable risk levels (risk appetite, preferred risks)
Internal and external audits	Ensuring independent and unbiased approach of the internal audit function and reviewing its effectiveness; reviewing the Internal Audit Policy and internal audit plan; considering matters related to the appointment (dismissal) of the head of internal audit unit and the amount of their remuneration Assessing nominees to the Company’s external auditor for independence, objectivity and absence of conflicts of interest, in particular, making proposals on the external auditor’s appointment, re‑appointment and dismissal as well as remuneration and terms of engagement, overseeing external audits and assessing audit quality and auditors’ reports Ensuring effective interaction between the internal audit function and the Company’s external auditor
Counteraction of malpractice by the Company’s employees or third parties	Monitoring the performance of the system of alerting on potential fraud being committed by the Company’s employees or third parties Overseeing special investigations of potential fraud and misuse of insider or confidential information Monitoring the implementation of measures adopted by the Company in response to reports of suspected fraud or other violations

In 2024, the Committee held 12 meetings, of which nine were held in person and three in absentia. The Committee addressed 65 issues and issued 36 recommendations to the Board of Directors, which is 55% of the issues considered by the Committee.

Statistics on the Committee meetings

MED 38

Structure of issues considered by the Committee, %

Key issues and documents considered by the Committee in 2024:

Annual Report for 2023, budget and Operational Efficiency and Cost Optimisation Programme of JSC FPC for 2025–2027
Risk management and internal control issues: the Company's risk appetite for 2024 and 2025 (preliminary), revised Risk Management and Internal Control Policy
Quarterly reports of the General Director on financial and economic activities, progress reports on the Operational Efficiency and Cost Optimisation Programme
Internal audit issues, including reports on the performance of the Internal Audit Department, approval of candidates for the position of Head of the Internal Audit Department, and consideration of the Regulations on the Internal Audit Unit at JSC FPC and the Regulations on the KPIs of the Internal Audit Department
External audit issues, including annual accounting (financial) statements under RAS and consolidated financial statements under IFRS for 2023, the auditor's report on accounting (financial) statements, the procedure for determining the auditor in2024, determination of the initial (maximum) price of the contract for the audit of RAS accounting (financial) statements and IFRS consolidated financial statements for 2025
Revised Anti‑Corruption Policy of JSC FPC, quarterly progress reports on anti‑corruption and other unfair practices, and the work of the Company's anti‑corruption hotline.

Plans for 2025:

To review the progress report on the Internal Audit Department's activity plan for 2024
To review the outcomes of efforts to prevent and combat corruption and other unfair practices within the Company and the work of JSC FPC's anti‑corruption hotline for 2024 and the first quarter of 2025
To review the progress reports on the Operational Efficiency and Cost Optimisation Programme of the Company for 2024 and the first quarter of 2025
To review the General Director's reports for 2024 and the first quarter of 2025
To agree on the audit organisation for 2025 and the cost of services to be provided
To review the results of the assessment of the corporate governance practices of JSC FPC's subsidiaries and affiliates for the 2023–2024 corporate year, as well as the assessment of the reliability and effectiveness of the RM&ICS for 2024
To review annual accounting (financial) statements for 2024
To review the Annual Report for 2024

During the reporting period, the Committee had two compositions, each with seven members. The Committee, which operated until the annual General Meeting of Shareholders, consisted of six experts (representatives of OJSC Russian Railways) and one member of the Board of Directors of JSC FPC.

In September 2024, the current members of the Committee were electedResolution of the Board of Directors dated 2 September 2024, Minutes No. 2., which includes three members of the Board of Directors, including one independent director, and four experts (representatives of OJSC Russian Railways). An independent director was elected as the Chairman of the Committee.

Structure of the Committee, people

Attendance at meetings by Committee members, %

MED 38

Committee members actively participate in the Committee's work. Attendance during meetings is high. When unable to attend meetings in person, Committee members submitted written opinions on agenda items.

Report of the Human Resources, Remuneration and Corporate Governance Committee

The Human Resources, Remuneration and Corporate Governance Committee is a consultative and advisory body of the Board of Directors. The Committee’s resolutions are of an advisory nature. The main purpose of the Committee is to assist the Board of Directors in efficiently performing its functions with regard to the development of corporate governance, effective workforce planning and establishing transparent compensation practices in the Company, which is achieved by address ing the tasks within the Committee's competenceBy resolution of JSC FPC's Board of Directors (Minutes No. 2 dated 2 September 2024 and Minutes No. 5 dated 12 November 2024), the tasks of the Human Resources, Remuneration and Corporate Governance Committee are aligned with the recommendations of the Corporate Governance Code and are supplemented with functions relating to the motivation of the Corporate Secretary, oversight of the disclosure of information on the remuneration policies and practices of the Board of Directors and executive bodies, and sustainability functions. The relevant amendments were made to the Regulations on the Human Resources, Remuneration and Corporate Governance Committee..

Committee’s goals and objectives

Area	Competencies
Incentive and remuneration systems	Development and periodic reviews of the Company’s policy for remuneration of the members of the Board of Directors, executive bodies and other key executives Monitoring the introduction and implementation of the Company’s remuneration policy and incentive programmes, performance assessment of the executive bodies and other key executives, including review of the reports on the achievement of key performance indicators Preliminary review and preparation of recommendations to the Board of Directors regarding the essential terms of employment contracts concluded with executive bodies and employees holding key management positions, as well as bonuses for executive bodies and employees holding key management positions Preliminary assessment of the work of the Company’s Corporate Secretary by year‑end results Development of recommendations to the Board of Directors on determining the amount of remuneration and bonus principles for the Corporate Secretary, as well as on approving an internal document that regulates the procedure for bonus payments to the Corporate Secretary
Human resources policy and succession planning	Assessment of the Company’s Board of Directors in terms of professional expertise, experience, independence and involvement of the Board members; review of the professional qualifications and independence of all Board nominees Development of recommendations on the performance assessment system and improving procedures for the same in respect of the Board of Directors and its committees Development of recommendations for the induction programme for newly elected members of the Board of Directors Analysis of current and anticipated needs of the Company with regard to the professional qualifications of the members of the executive bodies and other key executives Succession planning, developing recommendations for candidates for the Company’s executive bodies and other key executives Formation of a training and professional development programme for members of the Board of Directors that takes into account the individual needs and competencies of its individual members, as well as oversight over the practical implementation of this programme
Corporate governance	Oversight of corporate governance practices Analysis of the compatibility of corporate governance with the Company’s goals and objectives, as well as with the scale of its operations and the risks the Company undertakes Development of proposals on improvement of corporate governance practices Development of recommendations to the Board of Directors regarding reports on the work of the Corporate Secretary and evaluation of their performance, as well as payment of bonuses to them in accordance with the internal document that regulates the procedure for bonus payment to the Corporate Secretary Interaction with an independent expert organisation (consultant) on issues related to the external evaluation of the performance of the Board of Directors and Board committees of JSC FPC Determination of the level of disclosure in the Annual Report of information on the personal composition of the Board of Directors, individual remuneration of its members and the amount of the General Director's annual remuneration, as well as other sensitive information
Sustainable development	Preparation of recommendations to the Board of Directors on defining the Company's sustainable development activities and reviewing reports on the achievement of such goals Preparation of recommendations to the Board of Directors on the development of functional KPIs in terms of sustainable development and their integration into the motivation system for the Company's managers Preliminary approval of internal documents related to sustainable development Definition of the format of the sustainable development report and the annual report in terms of sustainable development, preparation of recommendations on the approval of the sustainable development report Participation in the process of selecting an independent auditor to certify the sustainable development report and preparation of recommendations on engaging such an auditor

The Committee held 11 meetings in 2024, most of which were in person. In the reporting period, the Committee addressed 34 issues and issued 26 recommendations to the Board of Directors, which is 76% of all issues considered by the Committee.

Statistics on the Committee meetings

Structure of issues considered by the Committee, %

Key issues and documents considered by the Committee in 2024:

Regulations on JSC FPC's Executive Remuneration System
Revised Regulations on the System of Key Performance Indicators (KPIs) for Awarding Bonuses to the Executives of JSC FPC
Reports on the achievement of corporate and functional KPIs for 2023
Preparation of recommendations on motivation of the General Director and Deputy General Directors based on the KPI achievement results for 2023
Quarterly reports of the General Director on the Company's social and human resources policy on the implementation of decisions of the Board of Directors and the work plan of the Board of Directors
Results of the performance assessment of the Board of Directors and members of the Board of Directors, committees of the Board of Directors, Chairman of the Board of Directors, Corporate Secretary for the 2023–2024 corporate year
Issues on determining the terms of the employment agreement with the General Director and key management personnel
Approval of candidates for the position of Deputy General Director and the terms of their employment agreement, as well as candidates for heads of JSC FPC's branches
Revised Regulations on the Board of Directors of JSC FPC
Results of an internal audit of JSC FPC's corporate governance practices for the 2022–2023 corporate year
Assessment of nominees to the Board of Directors, as well their compliance with the independence criteria
Annual Report 2023 in terms of corporate governance and sustainability
Creation of the succession pool for the position of the sole executive body of JSC FPC for 2025
Issue of joining the Policy of Russian Railways Holding in the area of sustainable development approved by the decision of the Board of Directors of OJSC Russian Railways

Plans for 2025:

To review the General Director's report on performance results for 2024 (on HR policy, compliance with the Code of Business Ethics, implementation of resolutions of the Board of Directors and the Board of Directors' work plan)
To review the results of the performance assessment of the Board of Directors, members and committees of the Board of Directors, the Chairman of the Board of Directors, and the Corporate Secretary for the 2024–2025 corporate year
To review the results of the assessment of JSC FPC's corporate governance practices for the 2024–2025 corporate year
To review the KPI Achievement Report for 2024, preparation of recommendations on bonuses for the General Director and key executives based on the results of KPI achievement for 2024
To review of the report of the Human Resources, Remuneration and Corporate Governance Committee of the Company's Board of Directors
To review a plan of initiatives to improve sustainable development

During the reporting period, there were two Committees with different numbers of members: six members on the Committee until 28 June 2024 and seven members on the Committee elected after 28 June 2024.

In August 2024, the Board of Directors resolved to elect two independent directors, two members of the Board of Directors and three experts (representatives of the parent company) to the Human Resources, Remuneration and Corporate Governance Committee of JSC FPC. An independent director was elected as the Chairman of the Committee.

Structure of the Committee, people

Attendance at meetings by Committee members, %

Attendance during meetings is high; members of the Committee actively participate in its work and, if they are unable to attend meetings in person, submit written opinions on agenda items.

Report of the Committee on Strategic Planning, Digital Transformation and Information Technology

The Committee on Strategic Planning, Digital Transformation and Information Technology is an advisory and consultative body of the Board of Directors intended to improve the Company’s performance in the longer termBy resolution of the Board of Directors of JSC FPC (Minutes No. 2 dated 2 September 2024), amendments were made to the Regulations on the Strategic Planning, Digital Transformation and Information Technology Committee of the Board of Directors of JSC FPC regarding the procedure for holding unscheduled meetings of the Committee.. The Committee’s resolutions are of an advisory nature.

Committee’s goals and objectives

Area	Competencies
Strategic development	Elaboration of the Company’s priority areas of activities Identification of the key performance indicators, assessment of the performance in the longer term Consideration of the financial model and the valuation model of the business and its business segments; reorganisation and liquidation of the Company and its controlled entities; changes in the organisational and staff structure of the Company's management apparatus; consideration of reorganisation of the Company's business processes and its controlled legal entities Preliminary review and preparation of recommendations to the Board of Directors: on dividend and investment policy on approval of major transactions on identification of the Development Strategy on approval of the budget and the Investment Programme
Information technology	Determination of the Company's strategic goals Participation in the development of the Development Strategy, Long‑Term Development Programme and IT Strategy, oversight of their implementation and preparation of recommendations to the Board of Directors for their adjustment Oversight of the implementation of the IT strategy, review of its progress reports Preliminary review and preparation of recommendations to the Board of Directors on IT projects and the IT budget
Digital transformation	Preliminary review and preparation of recommendations to the Board of Directors: on approval of the main focus areas of the digitalisation programmes and products on assessment of the impact of the new technologies on the Company's activities on approval and adjustment of the Company's informatisation and innovation development programmes, as well as approval of the progress report

Statistics on the Committee meetings

Structure of issues considered by the Committee, %

In 2024, the Committee held nine meetings, of which eight were held in person and one in absentia. In the reporting period, the Committee addressed 31 issues and issued 22 recommendations to the Board of Directors, which is 71% of the issues considered by the Committee.

Key issues and documents considered by the Committee in 2024:

Target KPIs for the Company's operations for 2024, as well as lists of functional KPIs for the General Director and key executives
Amendments to the Regulations on the KPI System for Awarding Bonuses to the Executives
Changes to the organisational structure of JSC FPC
Progress report on the Informatisation Programme for 2023 and progress report on the Digital Transformation Strategy until 2024
JSC FPC's adjusted budget and Investment Programme for 2024
JSC FPC's budget and Investment Programme for 2025–2027
Issue of proposing to the extraordinary General Meeting of Shareholders of JSC FPC to approve the conclusion of a major transaction (give consent to the conclusion of such a transaction)

Plans for 2025:

To review the progress report on the Digital Transformation Strategy
To review the 2024 report on the Information Policy
To review the issue of developing recommendations on the amount of dividends on shares and the procedure for their payment according to the results of 2024
To review the General Director's reports for 2024 and the first quarter of 2025
To review an integrated report on the new catering model
To review a report on JSC FPC's communications activities
To review a report of the Strategic Planning, Digital Transformation and Information Technology Committee of the Board of Directors

During the reporting period, the Committee had two compositions with seven members each. The Committee, which operated until 28 June 2024, consisted of five members of JSC FPC's Board of Directors, including one independent director, and two experts (representatives of the parent company). In August 2024, the Board of Directors resolvedMinutes No. 2 dated 2 September 2024. to elect four members of the Board of Directors, including one independent director, and three experts (representatives of the parent company) to JSC FPC's Strategic Planning, Digital Transformation and Information Technology Committee. The Chairman of the Board of Directors of JSC FPC (non‑executive director) was elected Chairman of the Committee.

Structure of the Committee, people

Attendance at meetings by Committee members, %