Corporate governance framework

GRI 2‑9

Russian Railways’ corporate governance framework and practices are based on leading corporate governance standards while accounting for specific nature of its operations and governance as a 100% state-owned single economic entityAs defined by Federal Law No. 29-FZ On the Specifics of Administration and Disposal of Railway Transport Property dated 27 February 2003..

The key principles of corporate governance are set out in Russian Railways’ Corporate Governance CodeApproved by the Company’s Board of Directors (Minutes No. 1 dated 14 September 2022).:

  • protecting the rights and interests of the shareholder;
  • ensuring effective performance of governance and oversight bodies;
  • maintaining operational transparency;
  • improving sustainability performance;
  • ensuring effective governance of controlled entities.

The Company’s corporate governance practices are shaped by instructions and guidelines of the Russian Government, which places particular emphasis on elevating corporate governance standards in state‑owned companies. Our corporate governance mechanisms and tools are also designed in line with the regulations and recommendations of the Bank of Russia and the Federal Agency for State Property Management.

Group‑wide governance consistency at the Russian Railways Group is achieved through common corporate governance principles, governance body representation at controlled entities, unified operational standards (policies), and a standardised strategic planning and budget management framework.

Corporate governance framework
Sustainable development management at Russian Railways

Corporate governance framework improvement

Russian Railways places significant emphasis on improving the governance framework across its Group companies, incorporating international best practices in corporate relations and stakeholder interest balancing.

In 2024, the following measures were implemented to enhance Russian Railways’ corporate governance framework and practices:

  • shareholder relations development: adoption of the Regulation on Preparing for Russian Railways’ Annual General Meeting of ShareholdersRussian Railways’ Order No. 1700/r dated 11 July 2024. and the Regulation on Information Exchange between Russian Railways and the Federal Agency for State Property Management via the Interagency Portal for State Property ManagementResolution of Russian Railways’ Board of Directors dated 6 December 2024 (Minutes No. 5).;
  • Board of Directors’ performance improvement: preparation of proposals to elect three independent directors to Russian Railways’ Board of Directors for the next corporate year; approval of updated versions of the Board Committee regulationsResolution of Russian Railways’ Board of Directors dated 30 August 2024 (Minutes No. 1).; amendments to the Regulation on Assessing Performance
  • of Russian Railways’ Board of Directors, its Committees and MembersResolution of Russian Railways’ Board of Directors dated 6 March 2024 (Minutes No. 10).;
  • operational transparency enhancement: development and Board approval of a revised Russian Railways’ Regulation on the Information PolicyResolution of Russian Railways’ Board of Directors dated 12 February 2025 (Minutes No. 9).;
  • sustainability development: approval of the Sustainable Development Policy of the Russian Railways GroupResolution of Russian Railways’ Board of Directors dated 27 June 2024 (Minutes No. 15).; expansion of the Strategic Planning Committee’s mandate to include sustainability matters;
  • controlled entity governance efficiency improvement: approval of the Policy on Managing Companies with Russian Railways ParticipationResolution of Russian Railways’ Board of Directors dated 6 March 2024 (Minutes No. 10)..

Corporate governance assessment

An independent external evaluation of Russian Railways’ corporate governance practices is conducted as part of the assignment and annual maintenance of the Company’s National Corporate Governance Rating (NCGR).

In 2024, Russian Railways was named winner in the Development Path category at the National Corporate Secretaries Association (NCSA)A professional community of experts in corporate governance. awards. This category featured Russian companies, including public ones, that demonstrated best practices in enhancing their corporate governance frameworks.

In 2024, the Russian Institute of Directors confirmed Russian Railways’ NCGR rating at 7+ (Advanced Corporate Governance Practices), noting positive developments and areas for further improvement in the Company’s governance practices.

Corporate governance assessment