Board of Directors
GRI 2‑9, 2‑10, 2‑11, 2‑12, 2‑13, 2‑16, 2‑17, MED 36, 37, 44, SPBC 49
The Board acts within its remit and is guided by the applicable Russian laws, FESCO’s Articles of Association, Regulations on the Board of DirectorsApproved by the General Shareholders Meeting on 23 December 2025 (Minutes No. 65 dated 25 December 2025)., and other internal corporate documents.
The remit of the Board of Directors includes matters stipulated by the Federal Law On Joint Stock Companies, as well as strategic matters, determining priority development areas, planning and controlling financial and economic activities, and overseeing the 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 Board members to possess a broad range of professional competencies and management experience, with the Board’s long‑standing successful practice in this size demonstrating its alignment with the Company’s needs and scale, as well as 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.
The amendments to the Federal Law On Joint Stock Companies, among other things, affected the procedure for nominating candidates to the Board. These amendments were reflected in FESCO’s Articles of Association approved by the resolution of the General Shareholders Meeting on 30 June 2025.
Two compositions of the Company’s Board of Directors operated during 2025. The first composition, elected at the Extraordinary General Shareholders Meeting on 19 December 2024Minutes No. 63 of the Extraordinary General Shareholders Meeting dated 20 December 2024., served until 30 June 2025. Following the Annual General Meeting held on 30 June 2025, a newly constituted Board of DirectorsMinutes No. 64 of the General Shareholders Meeting dated 1 July 2025. was elected.
All compositions of the Company’s Board throughout 2025 consistently consisted of one executive director and eight non‑executive directors.
During the reporting period, candidates for the Board of Directors were nominated by the controlling shareholder, Rosatom, based on the professional qualifications and expertise required to discharge their duties. These appointments were made to ensure a balanced Board composition and to provide the necessary depth of experience for Board committees.
The industry expertise and core competencies of the Board members ensure a balanced composition, providing the collective professionalism required for the current Board to effectively discharge its responsibilities.
During the reporting year, the Board’s gender profile shifted. In the second composition from 1 July 2025, the number of female Board members increased.
Gender profile of the Board of Directors in 2025
In the reporting year, the average age of the Board members slightly increased to 51.4 years, compared to 49.8 years in 2024.
Induction Programme for new members of the Board of Directors
To ensure effective functioning of the Board of Directors, the Regulations on the Board of Directors provide for an induction procedure for each newly elected Board member. New Board members receive the Company’s core governing documents, briefings on key operational and management matters, the latest Annual Report, and other essential regulatory and corporate information.
Board of Director’s Report
The Board operates according to a formal Work Plan, which is approved at the start of each half‑year period. In addition to scheduled meetings and absentee voting, the Chairman may convene ad hoc meetings as required. Board members representing Rosatom cast their votes in accordance with formal Voting Directives issued for specific agenda items.
To address the Company’s most significant issues, directors also hold consultative meetings, including sessions involving the Chairman of the Board.
During 2025, the Board held 29 scheduled and unscheduled meetings / absentee voting (one in‑person meeting, 28 in absentia), addressing 68 items.
| Director | Status | Number of meetings / absentee votes |
|---|---|---|
| Board composition prior to 30 June 2025 | 13 meetings | |
| Director 1 | Non‑executive Director | 12 out of 13 |
| Director 2 | Executive Director | 13 out of 13 |
| Director 3 | Non‑executive Director | 13 out of 13 |
| Director 4 | Non‑executive Director | 10 out of 13 |
| Director 5 | Non‑executive Director, Chairman of the Board of Directors | 13 out of 13 |
| Director 6 | Non‑executive Director | 11 out of 13 |
| Director 7 | Non‑executive Director | 13 out of 13 |
| Director 8 | Non‑executive Director | 13 out of 13 |
| Director 9 | Non‑executive Director | 12 out of 12 |
| Board composition since 1 July 2025 | 16 meetings | |
| Director 1 | Executive Director | 16 out of 16 |
| Director 2 | Non‑executive Director | 14 out of 16 |
| Director 3 | Non‑executive Director | 12 out of 16 |
| Director 4 | Non‑executive Director, Chairman of the Board of Directors | 16 out of 16 |
| Director 5 | Non‑executive Director | 16 out of 16 |
| Director 6 | Non‑executive Director | 16 out of 16 |
| Director 7 | Non‑executive Director | 13 out of 16 |
| Director 8 | Non‑executive Director | 14 out of 16 |
| Director 9 | Non‑executive Director | 15 out of 16 |
Key matters reviewed by the Board of Directors in 2025:
- approval of the investment programme for FESCO Group’s development in the Kaliningrad Region;
- approval of the 2024 Annual Report and annual accounting (financial) statements for 2024;
- approval of the 2025 budget for FESCO and its subsidiaries and affiliates, as well as the forecast of key indicators and the investment programme for 2026–2030;
- holding of the Annual Meeting and Extraordinary General Shareholders Meetings, approval of the agenda, and making of other decisions to prepare for the General Shareholders Meetings;
- inclusion of candidates in the list of nominees for voting at the Annual General Shareholders Meeting on the election of the Board of Directors;
- election of a new Executive Board;
- termination of powers and election of FESCO’s new Corporate Secretary;
- transactions of FESCO and FESCO Group’s controlled entities;
- reorganisation of controlled entities to improve Group management efficiency;
- amendments to the registrar services agreement to enable minority shareholders to exercise their rights using the shareholder’s account;
- approval of the revised Internal Audit Policy;
- approval of the Regulations on the Strategy, Investments and General Affairs Committee of the Board of Directors of FESCO;
- approval of the Regulations on the Human Resources and Remuneration Committee of the Board of Directors of FESCO;
- approval of the Regulations on the Audit Committee of the Board of Directors of FESCO;
- approval of the Regulations on Bonus Payment to FESCO’s Top ManagementResolution of the Board of Directors dated 30 December 2025 (Minutes No. 28/25 dated 30 December 2025).;
- consideration of reports and approval of the Internal Audit Department’s semi‑annual work plans;
- adoption of amendments to the Unified Industry Procurement Standard (Procurement Regulations), approved by the Rosatom’s Supervisory BoardResolution of the Board of Directors dated 26 November 2025 (Minutes No. 23/25 dated 26 November 2025)..
To ensure balanced and well‑substantiated decision‑making, specific matters are reviewed by the relevant Board committees prior to full Board consideration.
Information on the meetings / absentee voting of the Board of Directors and the key resolutions made is disclosed by the Company on the website of an authorised agency subject to disclosure exemptions granted by the Russian Government’s Resolution No. 1102 dated 4 July 2023Russian 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..