Executive bodies

GRI 2‑9

Under the Articles of Association approved by the Extraordinary General Shareholders Meeting on 21 May 2024, FESCO’s management structure included a collegial executive body (the Executive Board) and three sole executive bodies: the President, the CEO, and the General Manager. Each of the three operated independently within their respective remits, with the authority to act on the Company’s behalf.

On 30 June 2025, the Annual General Shareholders Meeting approved the revised Articles of Association, streamlining the executive management structure. It currently comprises a single sole executive body – the CEO and a collegial executive body – the Executive Board.

Chief Executive Officer

The CEO is a permanent sole executive body of the Company, whose main task is to manage the Company’s day‑to‑day operations and resolve issues that do not fall within the remit of the General Shareholders Meeting, the Board of Directors, and the Executive Board, acting to achieve strategic goals set by the Board of Directors, ensure business profitability, and protect the rights and legitimate interests of shareholders.

The CEO acts within their remit as defined by the Articles of Association and the Regulations on the Sole Executive Body of FESCOUntil 23 December 2025, the Regulations on the Sole Executive Bodies of FESCO, approved by the resolution of the Annual General Shareholders Meeting on 27 June 2024 (Minutes No. 62 dated 28 June 2024), were in effect. The resolution of the General Shareholders Meeting on 23 December 2025 approved the Regulations on the Sole Executive Body of FESCO (Minutes No. 65 dated 25 December 2025)..

In addition to the Company’s day‑to‑day operations, the CEO’s scope of authority also includes matters related to the use and protection of information constituting a state secret, activities related to the use of such information, as well as decision‑making on personal data processing when using information constituting a state secret.

The powers of the CEO are exercised by Peter Ivanov (until 14 August 2025 – President of FESCO).

Until 30 June 2025, Yury Plotnikov exercised the powers of the General Manager.

Executive Board

The Executive Board is the collegial executive body of the Company that carries out the general management of its economic activities within its scope of authority defined by FESCO’s Articles of Association. Activities of the Executive Board are governed by the Articles of Association and the Regulations on the Executive BoardThe Regulations were approved by resolution of the General Shareholders Meeting on 23 December 2025 (Minutes No. 65 dated 25 December 2025). Until 23 December 2025, the Regulations approved by resolution of the annual General Shareholders Meeting on 27 June 2024 (Minutes No. 62 dated 28 June 2024) were in effect..

Under FESCO’s revised Articles of Association, the Executive Board may establish advisory and consultative committees to review matters within its remit and formulate relevant recommendations and proposals.

Executive Board members are appointed and removed by Board of Directors’ resolution. The Executive Board is formed from candidates proposed by the CEO, though the Board of Directors may independently appoint other individuals as members of the Executive Board in cases stipulated in the Regulations on the Executive Board of FESCO.

The number of the Executive Board members is set by the Company’s Board of Directors and shall be optimal for practical discussion of matters and making timely and effective decisions. As at 31 December 2025, the Executive Board was composed of seven persons.

Until 22 October 2025, the Executive Board operated with the composition elected by the Board of Directors on 21 September 2024Minutes No. 18/24 of the Board of Directors dated 21 September 2024.. From 22 October 2025Minutes No. 18/25 of the Board of Directors dated 21 October 2025., the Board of Directors appointed a new Executive Board.

The CEO serves as Chairman of the Executive Board, having been elected to this position by Executive Board resolution on 7 October 2024.

The current Executive Board possesses the necessary experience and competencies to perform at the highest level.

In 2025, the Executive Board held 66 meetings (four in person, 62 in absentia) and considered 368 items concerned with performance of FESCO Group’s companies, including items on:

  • approval of development programmes for FESCO Group;
  • implementation of the resolutions of FESCO’s Board of Directors;
  • participation and cessation of participation in controlled entities;
  • reorganisation of controlled entities, including to optimise the organisational structure of FESCO Group in line with business needs;
  • decision‑making by shareholders’ (members’) meetings of controlled entities, including the appointment of auditors for Group companies, election of boards of directors, and amendments to articles of association;
  • transactions of FESCO and its controlled entities;
  • HR matters related to the appointment of sole executive bodies of controlled entities, approval and achievement of KPIs;
  • harmonisation of FESCO Group internal documents, including the accession of controlled entities to Rosatom’s Unified Industry Procurement Standard (Procurement Regulations);
  • controlled entities’ accession to Company internal documents to establish unified legal regulation across FESCO Group and integration into Rosatom’s industry management model;
  • charitable and sponsorship assistance, including that in the Primorye Territory where FESCO Group operates.
Items related to performance of controlled and dependent entities considered by the Executive Board, %
66 meetings
held by the Executive Board in 2025
Statistics of meetings and items considered by the Executive Board

Remuneration of executive bodies

GRI 2‑19, 2‑20

During the reporting period, the remuneration policy for executive bodies was governed by the Regulations on Bonus Payment to FESCO’s Top ManagementApproved by resolution of the Board of Directors dated 30 July 2024 (Minutes No. 15/23 dated 30 July 2024)., which remained in effect until 30 December 2025. On that date, the Board of Directors approved a revised version of the RegulationsApproved by resolution of the Board of Directors dated 30 December 2025 (Minutes No. 28/25 dated 30 December 2025)..

The remuneration of the sole executive bodies and the Executive Board members as the Company’s top executives consists of an official salary paid on a monthly basis and a bonus paid after summing up the results of achieving the key performance indicators (KPIs) for the reporting year.

The Company’s remuneration policy for members of executive bodies is established by the Board of Directors based on recommendations of the Human Resources and Remuneration Committee.

The Human Resources and Remuneration Committee assesses the effectiveness of the remuneration system, provides recommendations on how to improve it, if necessary, considers the management’s KPIs for the upcoming financial year, and sums up the results of achieving the KPIs by the Company’s management. The KPIs are set individually for each top executive, include operational, financial, and strategic criteria, and are approved for a one‑year period.

In 2025, the total remuneration paid to the members of the Executive Board and the sole executive bodies amounted to RUB 310,773.23 thousand. Reimbursed expenses paid to members of the Executive Board in the reporting period totalled RUB 814,313.

No loans were granted by the Company to the members of the Executive Board in the reporting year.

Controlled entities

FESCO operates more than 100 Russian and foreign legal entities that support its business.

The governance at its controlled entities is based on a legal framework put in place to ensure the interests and rights of FESCO as the major shareholder/member of the Group. Below are the key principles underpinning it:

  • all transactions and actions of the controlled entities require approval by the Board of Directors and/or the Executive Board of FESCO as set out in the Company’s Articles of Association;
  • the Board of Directors and the Executive Board of FESCO approve the voting position of the Company’s representatives in the governing bodies of the controlled entities on key issues;
  • the governing bodies of the Group’s companies (boards of directors (supervisory boards), executive bodies) are made up of FESCO’s representatives;
  • FESCO or its controlled entities are authorised to exercise the powers of the sole executive body at certain companies of the Group;
  • the constituent and internal documents and the remits of the governing bodies of the Group’s companies are harmonised at the Group’s level.

The framework for governance at FESCO’s controlled entities is implemented by FESCO Service Centre (FSC), an integrated centre servicing most of the Group’s companies.

The governance control is regulated either via a three‑tier system (general meeting, board of directors / supervisory board, sole executive body) or via a two‑tier system (general meeting, sole executive body).

In 2025, FESCO’s Board of Directors and Executive Board passed approximately 381 resolutions concerning the management of controlled entities; these, in turn, led to more than 430 subsequent decisions by the governing bodies of those entities.