Report on compliance with the Bank of Russia’s corporate governance code

1. The company provides accessible means of communication with the company, such as a hotline, email, or online forum, to enable shareholders to express their opinions and send questions on the agenda in preparation for the general meeting. These channels of communication were organised by the Company and made available to shareholders in preparation for each general meeting held during the reporting period

1. In the reporting period, the notice of the general meeting of shareholders was posted (published) on the company’s website no later than 30 days before the date of the general meeting, unless a longer period is stipulated by law.
2. The notice of the meeting lists the documents required for admission to the venue.
3. Shareholders were provided with access to information on the persons being initiators of the agenda items and nominating the candidates for the board of directors and the auditing commission (if establishment of the same is stipulated by the company’s articles of association)

1 – partial compliance.

In the reporting period, the notice of the General Meeting of Shareholders was posted (published) on the Company’s website less than 30 days before the date of the General Meeting of Shareholders, however the rights of the shareholders were not violated.

2 – full compliance.

3 – full compliance

1. In the reporting period, shareholders were given an opportunity to put questions to members of executive bodies and members of the board of directors during the annual general meeting and in the preparation for the same.
2. The position of the board of directors (including dissenting opinions entered in the minutes) on each item on the agenda of general meetings held in the reporting period was included in the materials for the general meeting of shareholders.
3. The company gave duly authorised shareholders access to the list of persons entitled to participate in the general meeting, as from the date when such list was received by the company, in all instances of general meetings held in the reporting period

1. The company’s articles of association stipulate a deadline for shareholders to submit proposals for inclusion on the agenda of the annual general meeting of shareholders; such deadline should be at least 60 days after the end of the relevant calendar year.
2. In the reporting period, the company did not reject proposals for the agenda or candidates to governing bodies due to misprints or other insignificant flaws in the shareholder’s proposal

1. The company’s articles of association provide for the possibility of completing the electronic form of the ballot on the website (its address is specified in the notice of the general meeting of shareholders)

1. When general meetings of shareholders were held in the reporting period in the form of a meeting (joint presence of shareholders), sufficient time was provided for reports on agenda items and time for discussion of these issues, and shareholders were given the opportunity to express their opinions and ask questions of interest on the agenda.
2. The company invited candidates to the management and control bodies of the company and took all necessary steps to ensure their participation in the general meeting of shareholders, at which their nominations were put to a vote. The nominees to the management and control bodies of the company who were present at the general meeting of shareholders were available to answer questions from shareholders.
3. The sole executive body, the accounting officer, the chairman or other members of the audit committee of the board of directors were available to answer questions from shareholders at the general meetings of shareholders held during the reporting period.
4. In the reporting period, the company used telecommunication means for remote access of shareholders to participate in general meetings, or the board of directors made a reasonable decision that there was no need (possibility) to use such means in the reporting period

1 – full compliance.

2 – partial compliance: the major shareholder entitled to nominate candidates to the Company’s governing bodies conducts all necessary interviews with candidates when preparing respective proposals.

3 – partial compliance.

4 – full compliance

1. The company’s regulation on the dividend policy was approved by the board of directors and disclosed on the company’s website.
2. If the dividend policy of a company submitting the consolidated financial statements uses the company’s reporting figures to determine the dividend amount, then the respective provisions of the dividend policy shall take into account the consolidated financial statements.
3. Justification of the proposed distribution of net profit, including the payment of dividends and the company’s own needs, and assessment of its compliance with the dividend policy adopted by the company, with explanations and economic justification of the need to direct a certain portion of net profit to its own needs in the reporting period were included in the materials for the general meeting of shareholders, the agenda of which includes an item on profit distribution (including the payment (declaration) of dividends)

1 – full compliance.

2 – partial compliance: JSC FPC’s Dividend Policy uses the Company’s reporting figures to determine the dividend amount, and the respective provisions of the Dividend Policy take into account the RAS financial statements.

3 – full compliance

1. The regulations on company’s dividend policy, in addition to the statutory restrictions, defines the financial/economic circumstances the Company should not decide to pay dividends under

1. In the reporting period, the company did not take any actions causing a deterioration in terms of dividend rights of existing shareholders

1. During the reporting period, there were no other ways other than dividends for the entities who have control over the company to receive profit (income) at the company’s expense (e.g., through transfer pricing, unjustified provision of services to the Company by the controlling entity at inflated prices, through internal loans substituting dividends to the controlling entities and (or) its controlled entities)

1. During the reporting period, the company’s controlling entities did not abuse their rights in relation to the company’s shareholders, there were no conflicts between the company’s controlling entities and the company’s shareholders, and if there were, the board of directors paid due attention to the same

1. Quasi-treasury shares are absent or did not participate in voting during the reporting period

1. The technologies and service conditions of the company’s registrar meet the needs of the company and its shareholders and ensure that shareholder rights are regarded and exercised in the most efficient manner

1. The board of directors has the authority stipulated in the articles of association to appoint and remove members of executive bodies and to set out the terms and conditions of their contracts.
2. During the reporting period, the nominations (appointments, personnel) committee reviewed the compliance of the professional qualifications, skills and experience of the members of the executive bodies in respect of the current and expected needs of the company as dictated by the approved strategy of the company.
3. In the reporting period, the board of directors reviewed the report(s) by the sole executive body or members of the collective executive body (if any) on the implementation of the company’s strategy

1. In the reporting period, the board of directors reviewed at its meetings matters related to the progress in the implementation of the strategy and its updates, approval of the company’s financial and business plan (budget), and consideration of the implementation criteria and performance (including interim criteria and performance) of the company’s strategy and business plans

1. The principles of and approaches to the organisation of the risk management and internal control system in the company are determined by the board of directors and stipulated in the company’s internal documents, which determine the risk management and internal control policy.
2. In the reporting period, the board of directors approved (revised) an acceptable amount of risks (risk appetite) of the company or the audit committee and (or) risk committee (if any) considered whether it is expedient to submit the issue of revising the company’s risk appetite by the board of directors for consideration

1. The company has developed and put in place the policy on remuneration and/or reimbursement (compensation) of costs of the members of the board of directors, executive bodies, and other key managers, approved by the board of directors.
2. In the reporting period, the board of directors reviewed the matters related to the said policy (policies)

1. The board of directors plays a key role in preventing, identifying and settling internal conflicts.
2. The company has set up a system for identification of transactions involving a conflict of interest, and a set of measures to resolve such conflicts

1. The company’s internal documents define the persons responsible for implementing the information policy

1. During the reporting period, the board of directors reviewed the results of a self-assessment and/or an external assessment of the company’s corporate governance practices

1. The company’s annual report for the reporting period includes the information on attendance at board of directors and committee meetings by every member of the board of directors.
2. The annual report contains key results of assessment (self-assessment) of the board of directors’ performance in the reporting period

1 – no compliance.

Information on the attendance of the Board of Directors and committees by each of the members of the Company’s Board of Directors was not disclosed based on the right granted to the Company by Russian Government Decree No. 351 dated 22 March 2022.

Information will be included in the Company’s annual reports, provided that there is no risk of restrictive measures being imposed on the Company.

2 – full compliance

1. The company has a transparent procedure in place to ensure that shareholders can send their enquires to and receive feedback from the chairman of the board of directors (and, where applicable, the senior independent director)

1. In the reporting period, the board of directors (or its nomination committee) assessed nominees to the board of directors in terms of having the required experience, knowledge, business reputation, absence of a conflict of interest, etc.

1. Whenever the agenda of a general meeting of shareholders held in the reporting period included the election to the board of directors, the company provided its shareholders with biographical details of all nominees for the board of directors, the results of the assessment of their professional qualifications, skills and experience for the compliance with the current and expected needs of the company (such assessment to be carried out by the board of directors (or its nomination committee)), as well as information on whether the candidate met the criteria of independence as set forth in recommendations 102–107 of the Code and the written consent of the nominees for election to the board of directors

1. During the reporting period, the board of directors analysed its own needs in terms of professional qualifications, experience and skills and identified the competencies required by the board of directors in the short and long term

1. During the reporting period, the board of directors considered whether the number of the board of directors’ members meets the company’s needs and the interests of shareholders

An independent director is a person of sufficient professionalism, experience and self-reliance to form his/her own opinion, able to make impartial judgements in good faith independent of the company’s executive bodies, particular groups of shareholders or other stakeholders.

It should be noted that under normal circumstance a nominee (elected director) cannot be considered independent if he/she is related to the company, its substantial shareholder or counterparty, the company’s competitor, or the government

1. In the reporting period, all independent directors met the independence criteria set out in recommendations 102–107 of the Code, or were deemed independent by resolution of the board of directors

1. In the reporting period, the board of directors (or the nomination committee of the board of directors) formed its opinion on the independence of each nominee to the board of directors and presented respective opinions to shareholders.
2. During the reporting period, the board of directors (or the board of directors’ nomination committee) reviewed the independence of the current board of directors’ members at least once (after they were elected).
3. The company has developed procedures defining the actions to be taken by a member of the board of directors if he/she ceases to be independent, including the obligation to timely notify the board of directors thereof

1. Independent directors make up at least one third of the board of directors

1. In the reporting period, independent directors (who did not have a conflict of interest) carried out a preliminary assessment of material corporate actions implying a possible conflict of interest, and the results of such assessment were presented to the board of directors

In the reporting period, the Board of Directors reviewed the matters of an additional issue of JSC FPC shares.

These material corporate actions were not interested-party transactions

1. The board of directors is chaired by an independent director, or a senior independent director is appointed from among the independent directors.
2. The role, rights and duties of the chairman of the board of directors (and, if applicable, of the senior independent director) are duly set out in the company’s internal documents

1 – no compliance.

The Chairman of JSC FPC’s Board of Directors is not an independent director. The candidate to become Chairman of FPC’s Board of Directors is approved by the Board of Directors of the Parent Company.

Independent directors do not require additional coordination; a senior independent director is not appointed.

2 – full compliance

1. The efficiency of the chairman of the board of directors was assessed as part of the procedure for assessing (self-assessing) the performance of the board of directors in the reporting period

1. The company’s internal documents set out the duty of the chairman of the board of directors to take all steps necessary for the timely provision to directors of full and reliable information regarding items on the agenda of the board meeting

1. The company’s internal documents provide that a director should notify the board of directors if he/she has a conflict of interest in respect of any item on the agenda of the board meeting or the board’s committee meeting, prior to the discussion of the relevant agenda item.
2. The company’s internal documents stipulate that a director should abstain from voting on any item in connection with which he/she has a conflict of interest.
3. The company has in place a procedure enabling the board of directors to get professional advice on matters within its remit at the expense of the company

1. The company has adopted and published an internal document clearly defining the rights and duties of directors

1. Individual attendance of the meetings of the board of directors and committees, as well as sufficient time to work on the board of directors, including its committees, is analysed as part of the procedure for assessment (self-assessment) of the board of directors’ performance in the reporting period.
2. In accordance with the company’s internal documents, directors inform the board of their intentions to joint management bodies of other organisations (except for entities controlled by the company), or of the relevant appointment made

1. In accordance with the company’s internal documents, the members of the board of directors have the right to obtain information and documents necessary for the members of the board of directors to perform their duties relating to the company and its controlled entities, and the executive bodies of the company should ensure that relevant information and documents are provided.
2. The company implements a formalised induction programme for newly elected directors

1. The board of directors held at least six meetings in the reporting year

1. The company has an approved internal document that describes the procedure for arranging and holding meetings of the board of directors and sets out, in particular, that the notice of the meeting shall be given, as a rule, at least five days prior to such meeting.
2. During the reporting period, the members of the board of directors who were not present at the meeting venue were given the opportunity to participate in the discussion of agenda items and vote remotely via conference calls and video conferencing

1. The company’s articles of association or internal documents stipulate that the most important issues (including those listed in recommendation 168 of the code) should be considered at in-person meetings of the board of directors

1. The company’s articles of association provide for resolutions on the most important matters (including those set out in recommendation 170 of the Code) to be passed at a meeting of the board of directors by a qualified majority of at least 3/4 or by a majority of all elected directors

In accordance with paragraph 18.10 of the Articles of Association, resolutions of the Company’s Board of Directors on including the persons nominated by shareholders or the Company’s Board of Directors in the list of members of the collegial executive body or the Company’s Auditing Commission, or on approving the auditor and electing the person acting as the sole executive body of each company created through reorganisation in the form of merger, division or spin-off, as well as in cases stipulated by the Federal Law On Joint Stock Companies, are passed by a majority of at least three quarters of the total number of Directors.

In accordance with paragraph 18.11 of the Articles of Association, resolutions of the Company’s Board of Directors on matters listed in subparagraphs 1, 12, 21, 25, 27, 38, 43–45 and 47 of paragraph 15.1, Article 15 of the present Articles of Association, as well as on approving the Company’s Dividend Policy are passed by a majority of the members of Company’s Board of Directors

1. The board of directors has set up an audit committee comprised solely of independent directors.
2. The company’s internal documents set out the tasks of the audit committee, including those listed in recommendation 172 of the Code.
3. At least one member of the audit committee represented by an independent director has experience and knowledge of preparing, analysing, assessing and auditing accounting (financial) statements.
4. Meetings of the audit committee were held at least once a quarter during the reporting period

1 – partial compliance.

Members of the Board of Directors who are representatives of the shareholder are involved in the work of the Audit Committee.

The Audit Committee has an independent director.

2 – full compliance.

3 – full compliance.

4 – full compliance

1. The board of directors has set up a remuneration committee comprised solely of independent directors.
2. The remuneration committee is headed by an independent director who is not the chairman of the board of directors
3. The company’s internal documents determine the tasks of the remuneration committee, including but not limited to the tasks covered by recommendation 180 of the Code, as well as the conditions (events), upon the occurrence of which the remuneration committee considers revision of the company’s remuneration policy for the members of the board of directors, executive bodies and other key executives

1 – partial compliance.

The Company established the Human Resources, Remuneration and Corporate Governance Committee consisting of two independent directors, representatives of the shareholder.

2 – full compliance.

3 – partial compliance.

The Regulation on the Human Resources, Remuneration and Corporate Governance Committee does not contain the tasks contained in recommendation 180(4) of the Code.

1. The board of directors has set up a nomination committee (or its tasks listed in recommendation 186 of the Code are fulfilled by another committee) predominantly comprised of independent directors.
2. The company’s internal documents set out the tasks of the nomination committee (or the tasks of the committee with combined functions), including those listed in recommendation 186 of the Code.
3. In the reporting period, in order to form the board of directors that best meets the company’s goals and objectives, the nomination committee organised interaction with shareholders, not limited to the largest shareholders, in the context of selecting candidates to the board of directors of the company, either individually or jointly with other committees of the board of directors or the company’s authorised subdivision in charge of relations with shareholders

1 – partial compliance.

JSC FPC has set up the Human Resources, Remuneration, and Corporate Governance Committee of the Board of Directors of JSC FPC. The roles of this Committee are set out in the Regulations on the Committee of FPC’s Board of Directors and comply with recommendations of the Corporate Governance Code concerning the remuneration committee and the nomination committee.

Two independent directors were elected to the Committee, one of whom chairs it.

2 – full compliance.

3 – no compliance.

Due to the specific nature of the Company’s corporate governance model, the major shareholder, who has the right to nominate candidates to the Company’s governing bodies, forms proposals on the membership of the Board of Directors that best meets the Company’s goals and objectives

1. In the reporting period, the company’s board of directors considered whether the structure of the board of directors is appropriate to the scope, nature, business goals, needs, and risk profile of the company. Additional committees were either set up or not deemed necessary

1. The audit committee, remuneration committee, and nomination committee (or the relevant committee with a combined function) were chaired by independent directors in the reporting period.
2. The company’s internal documents (policies) include provisions stipulating that persons who are not members of the audit committee, the nomination committee (or the relevant committee with a combined function) and the remuneration committee may attend committee meetings only by invitation of the chairman of the respective committee

1 – partial compliance.

During the reporting period, the Human Resources, Remuneration and Corporate Governance Committee was chaired by an independent director. The Audit and Risk Committee of the Board of Directors was chaired by an independent director until 30 June 2022.

2 – full compliance

1. During the reporting period, committee chairmen reported to the board of directors on the work of committees on a regular basis

1. The company’s internal documents stipulate the procedures for assessing (self-assessing) the board of directors’ performance.
2. The assessment (self-assessment) of the board of directors’ performance carried out in the reporting period included an assessment of the work of the committees, an individual assessment of each member of the board of directors and the board of directors as a whole.
3. Results of assessment (self-assessment) of the board of directors’ performance carried out in the reporting period were reviewed at the in-person meeting of the board of directors

1 – full compliance.

2 – full compliance.

3 – no compliance.

The results of the Board of Directors’ self-assessment were reviewed at a meeting in absentia on 30 August 2022.

1. The company engaged an external institution (advisor) to conduct an independent assessment of the board of directors’ performance at least once over the last three reporting periods

1. The company’s website and the annual report contain biographical information on the corporate secretary (including information on age, education, qualifications, experience), as well as information on positions in management bodies of other legal entities held by the corporate secretary for at least the last five years

1. The company has adopted and published an internal document – regulations on the corporate secretary.
2. The board of directors approves the candidate for the position of corporate secretary, terminates his/her powers and considers the payment of additional remuneration to him/her.
3. The company’s internal documents stipulate the corporate secretary’s right to request and receive company documents and information from management bodies, subdivisions and officers of the company

1. Remuneration of members of the board of directors, executive bodies and other key executives of the company is determined based on the results of a comparative analysis of remuneration levels in comparable companies

1. During the reporting period, the remuneration committee reviewed the remuneration policy (policies) and (or) practices of its (their) implementation, assessed their efficiency and transparency, and, if necessary, submitted respective recommendations to the board of directors for revision of the said policy (policies)

1. The company’s remuneration policy (policies) includes (include) transparent mechanisms for determining the amount of remuneration due to directors, executive bodies and other key managers of the company, and regulates (regulate) all types of expenses, benefits and privileges provided to such persons

1. The remuneration policy (policies) defines (define) the rules for reimbursement of costs incurred by directors, executive bodies and other key managers of the company

The procedure for reimbursement of expenses of the Company’s executives on renting residential premises from third-party owners, other than members of the Board of Directors and executive bodies, is stipulated by the Order of JSC FPC No. 859r dated 11 September 2017 On Formation and Use of the Specialised Housing Fund of JSC FPC.

In accordance with paragraph 4.4.29 of the Collective Bargaining Agreement of JSC FPC for 2020–2022, the employees of JSC FPC, including the key executives of the Company, are compensated for the costs of maintaining their children in private pre-school educational institutions of the Parent Company. Compensation is paid in accordance with the procedure and in the amounts set out in Section V of the Regulation on Social Support Measures for Employees of the Management Staff of JSC FPC and Centres (Business Units) of JSC FPC, their Family Members and Non-working Pensioners No. 63r dated 25 January 2018.

In accordance with Article 169 of the Russian Labour Code, the employees of JSC FPC, including the key executives of the Company, are reimbursed, upon prior agreement with the employer, for the costs of moving an employee, his/her family members and property (unless the employer provides such employee with appropriate means of transport) and the costs of settling in at the new place of residence when moving to another place of residence to continue his/her work. Specific amounts of reimbursement of the costs are determined by the parties to the employment contract

The company pays fixed annual remuneration to directors. The company does not pay remuneration for attending particular meetings of the board of directors or its committees.

The company does not apply any form of short-term motivation or additional financial incentive for directors

1. In the reporting period, the company paid remuneration to the members of the board of directors in accordance with the remuneration policy adopted by the company.
2. In the reporting period, the company did not apply any forms of short-term motivation or additional material incentives to the members of the board of directors, the payment of which depends on the results (indicators) of the company’s performance. No remuneration was paid for participation in individual meetings of the board of directors or the committees under the board of directors.

1. If the company’s internal document(s) – the remuneration policy (policies) – stipulate(s) (stipulate) provision of the company’s shares to directors, clear rules for share ownership by directors shall be defined and disclosed, aimed at stimulating long-term ownership of such shares

1. The company does not provide for any extra payments or compensations in the event of early termination of directors’ mandates resulting from the change of control or any other reasons

1. In the reporting period, annual performance results approved by the board of directors were used to determine the amount of the variable part of remuneration due to members of executive bodies and other key managers of the company.
2. During the latest assessment of the system of remuneration for members of executive bodies and other key managers of the company, the board of directors (remuneration committee) made sure that the company applies efficient ratio of the fixed and variable parts of remuneration.
3. When determining the amount of remuneration payable to the members of executive bodies and other key executives of the company, consideration is given to the risks borne by the company in order to avoid creating incentives for taking excessively risky management decisions

1. If the company has introduced a long-term incentive programme for members of executive bodies and other key executives of the company using company shares (financial instruments based on company shares), the programme stipulates that the right to sell such shares and other financial instruments shall not arise earlier than three years after provision of the same. The right to dispose of such shares or other financial instruments is linked to the company’s performance targets

The Company does not have a long-term incentive stock option plan for top managers.

The Company uses other management incentives based on the achievement of the KPIs set by the Company’s Board of Directors

1. In the reporting period, the compensation (golden parachute) payable by the company in case of early termination of the powers of executive bodies or key managers at the company’s initiative, provided that there have been no actions in bad faith on their part, did not exceed the double amount of the fixed part of their annual remuneration

1. Functions of different management bodies and units of the company in the risk management system and internal control are clearly defined in the company’s internal documents/relevant policy approved by the board of directors

1. The company’s executive bodies ensured the distribution functions, powers and responsibilities related to risk management and internal control between the heads (managers) of units and departments accountable to them

1. The company has the anti-corruption policy approved.
2. The company has arranged for safe, confidential and accessible means (hotline) of notifying the board of directors or the board’s audit committee about violations of the law, the company’s internal procedures and code of ethics

1. During the reporting period, the board of directors (audit committee and/or risk committee) (if any) organised an assessment of the reliability and effectiveness of the risk management and internal control systems.
2. During the reporting period, the board of directors reviewed the results of the assessment of the reliability and efficiency of the company’s risk management and internal control systems; information on the results of the review is included in the company’s annual report

1. To perform internal audits, the company has set up a separate internal audit business unit functionally reporting to the board of directors, or an independent external organisation with the same line of reporting is engaged

1. During the reporting period, internal audit assessed the reliability and effectiveness of the risk management and internal control system.
2. During the reporting period, internal audit assessed corporate governance practices (individual practices), including information interaction procedures (along with those related to internal control and risk management) at all management levels of the company, and interaction with stakeholders as well

1. The company’s board of directors approved an information policy developed in accordance with the Code’s recommendations.
2. During the reporting period, the board of directors (or one of its committees) considered the efficiency of information exchange between the company, shareholders, investors and other stakeholders and the expediency (need) to revise the company’s information policy

1. The company discloses information on its corporate governance system and general principles of corporate governance applied in the company, including disclosure on a website.
2. The company discloses information on the composition of executive bodies and the board of directors, independence of the board members and their membership in the board’s committees (as defined in the Code).
3. If the company has a controlling entity, the company publishes a memorandum of the controlling entity setting out the latter’s plans for the company’s corporate governance

1 – full compliance.

2 – no compliance.

The information was not disclosed based on the Russian Federation Government Resolution No. 351 dated 22 March 2022.

3 – no compliance.

A memorandum is not available.

1. The company has established a procedure that ensures coordination of work of all subdivisions and employees of the company who are related to disclosure of information or whose activities may result in the need to disclose information.
2. If the company’s securities are traded on foreign regulated markets, the company ensures concerted and equivalent disclosure of material information in the Russian Federation and in the said markets in the reporting period.
3. If foreign shareholders hold a significant amount of the company’s shares, during the reporting year, information was disclosed not only in the Russian language, but also in one of the most widespread foreign languages

1 – full compliance.

2 – not applicable.

The Company’s securities are not traded on foreign organised markets.

3 – not applicable.

JSC FPC has no foreign shareholders

1. The company’s information policy defines approaches to disclosure of information on other events (actions) which have a significant effect on the value or quotation of its securities, while disclosure of which is not required by law.
2. The company discloses complete information on its capital structure, as stated in recommendation 290 of the Code, in its annual report and on the corporate website.
3. The company discloses information on controlled entities that are significant to the company, including key areas of their activities, mechanisms for ensuring accountability of controlled entities, the authority of the company’s board of directors to determine strategy and assess performance of controlled entities.
4. The company discloses non-financial reports — a sustainability report, an environmental report, a corporate social responsibility report or another report containing non-financial information, including factors related to the environment (inter alia, environmental and climate change related factors), society (social factors) and corporate governance, except for the report of the issuer of equity securities and the annual report of the joint stock company

1 – full compliance.

2 – partial compliance.

The following paragraphs of recommendation 290 of the Code are not applicable to the activities of JSC FPC:

1. Paragraph 3. Information on persons who directly or indirectly own shares, and (or) dispose of votes over shares, and (or) are designated beneficiaries of company’s shares, making up five or more percent of the authorised capital or ordinary shares of the company
2. Paragraph 4. A statement from the company’s executive bodies that the company does not disclose the existence of shareholdings in excess of five per cent in addition to those already disclosed by the company
3. Paragraph 5. Information on the possibility of certain shareholders acquiring or acquiring a degree of control disproportionate to their participation in the company’s authorised capital, including on the basis of shareholder agreements or by virtue of ordinary and preferred shares with different par values

3 – full compliance.

4 – partial compliance.

The company discloses non-financial reports — a sustainability report, an environmental report, a corporate social responsibility report or another report containing non-financial information, including factors related to the environment (inter alia, environmental and climate change related factors), society (social factors) and corporate governance, within the annual report only

1. The annual report of the company contains information on the results of the assessment by the audit committee of the effectiveness of the external and internal audit process.
2. The company’s annual report contains information on the company’s environmental and social policy

1 – no compliance.

The annual report of the company contains information on the results of the assessment by the audit committee of the effectiveness of the external and internal audit process.

2 – full compliance

1. The company’s information policy (internal documents defining the information policy) defines a non-onerous procedure for providing access to the company’s information and documents, upon shareholders’ requests.
2. The information policy (internal documents defining the information policy) contains provisions stipulating that if a shareholder requests information on organisations controlled by the company, the company shall make the necessary efforts to obtain such information from the relevant organisations controlled by the company

1. In the reporting period, the company did not refuse shareholders’ requests for information, or such refusals were justified.
2. In cases defined by the information policy, shareholders are warned of the confidential nature of the information and undertake to maintain its confidentiality

1. The company’s articles of association define a list (criteria) of transactions or other actions that constitute significant corporate actions. Resolutions on material corporate actions are referred to the jurisdiction of the board of directors, according to the company’s articles of association. When execution of such corporate actions is expressly referred by law to the jurisdiction of the general shareholders meeting, the board of directors presents relevant recommendations to shareholders

1. The company has in place a procedure enabling independent directors to express their opinions on material corporate actions prior to approval thereof

When taking material corporate actions affecting the rights and legitimate interests of shareholders, equal terms and conditions are ensured for all shareholders of the company, and, in case of insufficient statutory mechanisms for protecting shareholder rights, additional measures are taken to protect the rights and legitimate interests of the company’s shareholders.

In doing so, the company is guided by the corporate governance principles set forth in the Code, as well as by formal statutory requirements.

1. The company’s articles of association, taking into account the peculiarities of the company’s operations, stipulate that the competence of the board of directors shall include approval of other transactions that are significant to the company, in addition to those provided for by law.
2. In the reporting period, all material corporate actions were duly approved before they were taken

1. If the company performed significant corporate actions during the reporting period, the company disclosed information on such actions in a timely and detailed manner, including disclosing the reasons, conditions and consequences of such actions to shareholders

Full compliance

1. The company’s internal documents provide for the cases and procedure for engaging an appraiser to determine the value of the property disposed of or acquired pursuant to a major transaction or an interested party transaction.
2. The company’s internal documents set out the procedure for engaging an appraiser to assess the value of the company’s shares at their repurchase or redemption.
3. If there is no formal interest of a member of the board of directors, the sole executive body, member of the collegial executive body of the company or an entity being a controlling entity of the company or an entity entitled to give instructions binding on the company in transactions of the company, but if there is a conflict of interest or other actual interest, the internal documents of the company provide that such entities shall not participate in voting on approval of such transaction

1 – no compliance.

The company’s internal documents provide for the procedure for engaging an independent appraiser to determine the value of the property disposed of or acquired pursuant to a major transaction or an interested party transaction.

2 – full compliance.

3 – no compliance.

FPC’s Articles of Association stipulate that the provisions of Chapter XI of the Federal Law On Joint Stock Companies do not apply to transactions in which the Company’s controlling entity is an interested party