Annual Report 2015

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Corporate Governance Structure

Aeroflot Group structure as at 31 December 2015PJSC Aeroflot also holds 45.0% in JSC AeroMASH — AS, 8.96% in JSC Sheremetyevo International Airport, 3.85% in PJSC Transport Clearing House, and 49.0% in TRANSNAUTIC Aero GmbH (in liquidation).
Aeroflot Group structure as at 31 December 2015 * PJSC Aeroflot holds a stake in JSC Aurora Airlines. JSC Vladivostok Air is controlled by JSC Aurora Airlines. Operational business of JSC Vladivostok Air has been transferred to JSC Aurora Airlines. ** PJSC Aeroflot holds a stake in A-Technics via Aeroflot-Finance.

Corporate Governance System

In line with top standards and requirements, PJSC Aeroflot's corporate governance system aims to implement the principles of transparency and accessibility of information about the Company and ensure equitable treatment of minority and majority shareholders.

As part of its efforts to improve corporate governance, in 2013, PJSC Aeroflot started implementing the roadmap on introduction of recommendations of nonprofit partnership “Russian Institute of Directors”, in 2015 the Company started implementing the recommendations of the Corporate Governance Code as approved by the Board of Directors of the Bank of Russia on 21 March 2014.

11
members of the Board of Directors

On 19 March 2015, PJSC Aeroflot's Board of Directors approved the Action Plan (Roadmap) to improve corporate governance practices at PJSC Aeroflot. In 2015, the following documents were approved as part of the efforts to implement the recommendations of the Corporate Governance Code: Regulation on Operational Quality Management of PJSC Aeroflot, Regulation on Risk Management System of Aeroflot Group, Aeroflot Group's Anti-Corruption Policy, Regulations on the Hotline for Confidential Reports to the Board of Directors (Audit Committee of the Board of Directors), Regulations on Internal Audit at Aeroflot Group, Policy on Exercising PJSC Aeroflot Quasi-treasury Stock, amended PJSC Aeroflot's Corporate Conduct Code. A comprehensive risk management system for Aeroflot Group is being developed.

In addition to the recommendations provided in the Corporate Governance Code, PJSC Aeroflot implements innovative solutions for corporate governance, such as strategic meetings and workshops with members of PJSC Aeroflot's Board of Directors and Aeroflot Group's key management.

PJSC Aeroflot also contributes greatly to the improvement of the corporate governance regulation framework through involvement in dedicated groups and round table discussions. Specifically, PJSC Aeroflot's representatives are members of the Corporate Law and Governance project group, acting as part of the Moscow International Financial Centre Taskforce, as well as members of the Share Issuers Committee of Moscow Exchange.

Compliance with the Russian Corporate Governance Code
Code section Principles recommended by the Code Complied with Not fully complied with Not complied with
Shareholder Rights 13 11 1Non-compliance relates to quasi-treasury stock. 1
Board of Directors 36 29 4 3
Corporate Secretary 2 2
Remuneration System 10 9 1
Risk Management System 6 6
Information Disclosure 9 8 1
Material Corporate Actions 5 4 1
Total 81 69 8 4
Note: Statistics are based on the report on compliance with the principles and recommendations of the Corporate Governance Code (Appendix to this Annual Report).
PJSC Aeroflot Corporate Governance Structure
PJSC Aeroflot Corporate Governance Structure

Corporate governance is exercised by PJSC Aeroflot's governance and supervisory bodies, including the General Meeting of Shareholders, the Board of Directors, the Management Board, the CEO, and the Revision Committee.

The responsibilities of PJSC Aeroflot's corporate secretary are vested with the Executive Secretary of the Board of Directors.

PJSC Aeroflot's financial and operational activities are audited by an external auditor in accordance with both the Russian Accounting Standards (RAS) and the International Financial Reporting Standards (IFRS), as well as by the Internal Audit Department accountable to the Audit Committee of PJSC Aeroflot's Board of Directors.

Key documents ensuring the respect of PJSC Aeroflot shareholder rights include:

  • Articles of Association of PJSC Aeroflot,
  • Regulations on the General Meeting of Shareholders of PJSC Aeroflot,
  • Regulations on the Board of Directors of PJSC Aeroflot,
  • Regulations on the Management Board of PJSC Aeroflot,
  • Regulations on the Revision Committee of PJSC Aeroflot,
  • Regulations on the Corporate Information Policy of PJSC Aeroflot,
  • Dividend Policy of PJSC Aeroflot, and
  • Corporate Conduct Code of PJSC Aeroflot.

PJSC Aeroflot controls interests in (holds shares in the charter capital of) a number of subsidiaries, including airlines, where PJSC Aeroflot also ensures compliance with the top standards of corporate governance by development and implementation of Group-wide policies and principles. On top of that, the Company developed a cross-functional governance system for its aviation subsidiaries.

To ensure control over financial and operational activities of the aviation subsidiaries, the Group enabled each of them to have a dedicated revision committee made up of PJSC Aeroflot's representatives. In addition to revision committee inspections, subsidiaries are subject to inspections by an auditor approved pursuant to the relevant bidding procedures.

3
independent directors on the Board

In accordance with the applicable laws and their articles of association, each subsidiary developed and adopted dedicated internal documents stipulating the responsibilities of its governing bodies.

Superior expertise of PJSC Aeroflot's management team has been widely acclaimed in the business community and recognised with a number of awards. In 2015, PJSC Aeroflot's key executives were awarded a Certificate of Gratitude from the President of the Russian Federation.

General Meeting of Shareholders

The General Meeting of Shareholders is the Company's highest governing body. The respective scope of competencies and procedures for convening, holding and summarising meetings are set forth in the Company's Articles of Association and Regulations on the General Meeting of Shareholders. The Annual General Meeting of Shareholders is held annually no earlier than three months and no later than six months after the end of the fiscal year.

In 2015, PJSC Aeroflot convened the Annual General Meeting of Shareholders in Moscow on 22 June. The meeting was attended by owners of 73.97% of PJSC Aeroflot's total voting stock. No Extraordinary General Meetings of Shareholders were convened in 2015.

The Annual General Meeting of Shareholders approved the Company's Annual Report, 2014 financial statements (including profit and loss statement), the Board's recommendations on the distribution of the net profit for the fiscal year 2014, and the amount of remuneration due to the members of the Board of Directors and the Revision Committee. The Annual Meeting also approved a number of related-party transactions and the Company's involvement with the Technology Platform Aviation Mobility and Aviation Technologies Association.

The Meeting approved a new composition of the Board of Directors and the Revision Committee, and the Company's auditor for 2015 (selected pursuant the relevant bidding procedures). It also adopted the amended versions of the following documents of PJSC Aeroflot: Articles of Association, Regulations on the General Meeting of Shareholders, Regulations on the Board of Directors, Regulations on the Management Board, Regulations on the Revision Committee, Regulations on Remuneration of Members of the Board of Directors, and Regulations on Remuneration of Members of the Revision Committee.

The Annual General Meeting of Shareholders resolved not to pay out dividends on PJSC Aeroflot shares for the fiscal year 2014. This resolution took into account the recommendations of PJSC Aeroflot's Board of Directors and was passed in line with the Company's Dividend Policy, which stipulates that Aeroflot Group's net profit (under IFRS) forms the base for calculating dividends.

Board of directors

PJSC Aeroflot's Board of Directors has overall authority over the Company. The Board of Directors is responsible for the Company's operations, excluding matters within the authority of PJSC Aeroflot's General Meeting of Shareholders, Management Board, and Chief Executive Officer. The procedures for convening and holding the Board meetings, along with other Board activities, are stipulated by the Regulations on the Company's Board of Directors in line with the Federal Law On Joint-Stock Companies.

20
meetings
held by the Board of Directors during the year

The Board's key focus areas include the Company's long-term sustainable development, effective oversight of its executive bodies, uncompromising observance and protection of shareholder rights and their legitimate interests.

The main objectives of the Board of Directors are to:

  • define the core areas of operation for the Company (including subsidiary airlines) to increase its operating profit;
  • operate for the benefit of shareholders, supervise implementation of corporate initiatives;
  • implement development programmes approved by shareholders;
  • supervise the activities of the Company's Management Board and Chief Executive Officer;
  • inform shareholders about the results of audits of the Company's financial position;
  • present resolutions on matters within the authority of the General Meeting of Shareholders for approval by shareholders;
  • discuss and approve business plans;
  • determine the procedure for distributing profit and covering for loss;
  • develop the Company's dividend policy, work out proposals on the amount of dividends on the Company's shares and dividend payout procedure, and present them for approval by the General Meeting of Shareholders;
  • approve and monitor performance of the annual budget;
  • discuss and pre-approve draft annual reports, annual accounting statements and the Company's profit and loss accounts;
  • analyse audit reports and opinions of the Revision Committee, and present documents featuring the results of such audits for consideration by the Company's shareholders;
  • present proposals to the General Meeting of Shareholders on the appointment of the Company's auditor;
  • determine the policy on issuing the Company's securities;
  • approve the Company's special registrar and the terms and conditions of the contract therewith, as well as the contract termination.

The resolutions passed by the Board of Directors sought to accomplish some of the Group's key objectives, namely:

  • ensure flight safety and frequency;
  • determine Aeroflot Group's strategy and identify priority lines of business;
  • map out a development strategy for Aeroflot Group's aircraft fleet and route network;
  • aircraft fleet development strategy;
  • improve operating, financial and marketing practices and methods through upgrades, innovation, and implementation of best practices from global peers;
  • boost Aeroflot branch and representative office performance both domestically and internationally;
  • enforce higher standards for airport and in-flight passenger services, expand the service mix and improve customer experience;
  • promote cooperation with SkyTeam partners, use the membership to expand the Company's route network and boost the international flight performance;
  • promote strategic partnerships with airlines;
  • boost efficiency at subsidiaries and streamline the non-core asset structure to cut unnecessary spending and increase investment returns;
  • develop and upgrade information technologies;
  • ensure information transparency (including investor relations and procurement);
  • develop and improve corporate policies.
Role of the Chairman of the Board of Directors Role of independent directors
The Chairman of the Board of Directors:
  • is responsible for the general stewardship of the Board of Directors, convenes and chairs meetings, arranges for keeping the minutes of meetings, chairs the General Meeting of Shareholders;
  • helps ensure the timely provision to members of the Board of Directors of all the information required to pass resolutions and vote on agenda items;
  • ensures productive discussion of agenda items involving non-executive and independent directors;
  • controls the execution of resolutions passed by the Board of Directors and the General Meeting of Shareholders.

Independent directors promote opinions and judgements unaffected by relations with the Company's shareholders or executive bodies, as well as decision-making which benefits different groups of stakeholders.

The presence of independent directors enhances corporate governance in the Company. Independent members of the Board of Directors are actively involved in the activities of the Board committees. In accordance with the requirements of Moscow Exchange, independent directors head the Board of Directors' Audit Committee and Personnel and Remuneration Committee. The majority of members of the Board of Directors Committees are also independent directors, which helps achieve a balanced and independent position on agenda items.

Membership of the Board of Directors

As at 31 December 2015, PJSC Aeroflot's Board of Directors was comprised of the Chairman (non-executive director), one executive director, six non-executive directors, and three independent directors.

PJSC Aeroflot's Board of Directors is largely independent of the Company's management: the only executive director on the Board is Vitaly Saveliev, Chairman of PJSC Aeroflot's Management Board.

Membership of the Board of Directors as at 31 December 2015

(Esc)


Kirill Androsov

Kirill
Androsov

Chairman of the Board of Directors

Born in 1972. Graduated from St Petersburg Maritime Engineering University (School of Engineering and Economics) and St Petersburg State University of Economics and Finance. MBA from Chicago University Business School. Ph.D. in Economics.
From 2000 to 2004, First Deputy CEO at LENENERGO.
From 2005 to 2008, Deputy Minister of Economic Development and Trade of the Russian Federation.
From 2008 to 2010, Deputy Head of the Executive Office of the Government of the Russian Federation.
Since 2010, Managing Partner at Altera Capital.
Since 2011, member of the Public Council under the Federal Tax Service of Russia.
Since 2012, professor at the Higher School of Economics.
Member of boards of directors at Channel One Russia, Russian Machines, Altera Investment Fund, Ruspetro plc, RUSNANO Management Company.
Member of the Board of Directors since 2008.

Does not own PJSC Aeroflot shares.

Mikhail Alekseev

Mikhail
Alekseev

Member of the Board of Directors, member of the Personnel and Remuneration Committee and the Strategy Committee

Born in 1964. Graduated from Moscow Financial University (Financial Academy under the Government of the Russian Federation) with a degree in Finance and Credit. Doctor of Economics.
From 1989 to 1991, Senior Expert, Lead Expert, Department Head, Deputy Head of the Main Directorate at the USSR Ministry of Finance.
From 1992 to 1995, Head of Securities and Economic Analysis at Mezhkombank.
From 1995 to 1999, Deputy Chairman of the Management Board at Oneximbank.
From 1999 to 2006, Senior Vice-President and Deputy Chairman of the Management Board at Rosbank.
From 2006 to 2008, President and Chairman of the Management Board at Rosprombank.
Since 2008, Chairman of the Management Board at UniCreditBank.

Does not own PJSC Aeroflot shares.

Igor Kamenskoy

Igor
Kamenskoy

Independent member of the Board of Directors, Head of the Personnel and Remuneration Committee, member of the Audit Committee

Born in 1968. Graduated from Moscow State Pedagogical Institute with a degree in Russian Language and Literature.
From 1992 to 1998, Vice-President at Soyuzcontract.
In 1999, Vice-President at Rosbank.
From 2000 to 2002, Advisor to the Chairman of the State Duma.
From 2002 to 2009, member of the Council of the Federation, Deputy Chairman of the Council of the Federation Committee.
From 2009 to 2015, Chairman of the Board of Directors at Renaissance Capital.
Since 2015, Managing Director at Renaissance Capital Broker.

Does not own PJSC Aeroflot shares.

Marlen Manasov

Marlen
Manasov

Independent member of the Board of Directors, member of the Personnel and Remuneration Committee and the Strategy Committee

Born in 1965. Graduated from Lomonosov Moscow State University with a degree in Political Economics. Economist, political economics lecturer.
Since 2004, member of the Board of Directors at RTS Stock Exchange.
From 2006 to 2011, member of boards of directors at UBS Securities and UBS Bank.
From 2010 to 2015, member of the Board of Directors at Sovkomflot.
Since 2011, member of the Board of Directors at RUSS-INVEST Investment Company.

Does not own PJSC Aeroflot shares.

Roman Pakhomov

Roman
Pakhomov

Member of the Board of Directors, Head of the Strategy Committee, member of the Audit Committee and the Personnel and Remuneration Committee

Born in 1971. Graduated from Makarov State Marine Academy. MBA degree from the Graduate School of International Business at the Russian Presidential Academy of National Economy and Public Administration (Moscow) and a degree from Kingston University (London).
From 1996 to 1998, Senior Expert for corporate customers at Inkombank.
From 1998 to 1999, Deputy Chairman of the Management Board at Maritime Bank.
From 1999 to 2004, CEO at IC Center Capital.
From 2004 to 2008, Deputy CEO and CEO at VIM-avia.
From 2008 to 2009, Executive Director at Atlant Soyuz Airlines.
From 2009 to 2010, CEO at Rossiya State Transport Company, Advisor to Deputy CEO at ROSTEC Corporation.
Since 2010, CEO at Aviacapital-Service.

Does not own PJSC Aeroflot shares.

Dmitry Peskov

Dmitry
Peskov

Member of the Board of Directors, the Personnel and Remuneration Committee and the Strategy Committee

Born in 1975. Graduated from Voronezh State University. In 1999, obtained a Master's degree in Political Studies from Moscow School of Social and Economic Sciences and the University of Manchester. Since 2000, has led the strategy development exercise, chaired the Internet Policy Centre and overseen the establishment of the Russian International Studies Association at Moscow State Institute of International Relations (MGIMO University).
Since 2009, Head of Strategic Initiatives at All-Russian Exhibition Centre (VVC).
Since 2011, Director of Young Professionals at the Agency for Strategic Initiatives.
Member of the Government Expert Council.
Member of boards of directors at RVC and Russian Railways.

Does not own PJSC Aeroflot shares.

Vitaly Saveliev

Vitaly
Saveliev

Member of the Board of Directors, CEO, Chairman of the Management Board

Born in 1954. Graduated from Kalinin Leningrad Polytechnic Institute and Togliatti Leningrad Institute of Engineering and Economics. Ph.D. in Economics.
From 1990 to 1993, CEO at the US-Soviet Union joint venture DialogInvest.
From 1993 to 1995, Chairman of the Management Board at Rossiya Bank.
From 1995 to 2001, Chairman of the Management Board at Menatep Saint Petersburg.
From 2001 to 2002, Deputy Chairman of the Management Board at Gazprom.
From 2002 to 2004, Vice-President at GROS United Company, Financial and IT Advisor to CEO at Svyazinvest.
From 2004 to 2007, Deputy Minister of Economic Development and Trade of the Russian Federation.
From 2007 to 2009, First Vice-President and Head of Telecom Asset Development at Sistema Telecom, First Vice-President and Head of Telecom Assets at Sistema Financial Corporation.
Since 2009, CEO, Chairman of the Management Board at PJSC Aeroflot.

Holds 0.121% of PJSC Aeroflot share capital.

Dmitry Saprykin

Dmitry
Saprykin

Member of the Board of Directors, member of the Strategy Committee

Born in 1974. Graduated from Moscow State Law Academy and from Cornell Law School with the Master of Laws (LLM) degree. Ph.D. in Law.
From 2006 to 2007, CEO at Moscow Cellular Communications.
From 2007 to 2009, Director of Transaction Support, Deputy Head of the Legal Division at Sistema Financial Corporation.
From 2009 to 2013, Deputy CEO for Legal and Property Issues at PJSC Aeroflot.
From 2013 to 2015, Deputy CEO for Sales and Property Issues at PJSC Aeroflot.
Since 2015, CEO at Rossiya Airlines..

Does not own PJSC Aeroflot shares.

Vasiliy Sidorov

Vasiliy
Sidorov

Independent member of the Board of Directors, Head of the Audit Committee, member of the Personnel and Remuneration Committee and the Strategy Committee

Born in 1971. Graduated from Moscow State Institute of International Relations (MGIMO University) with a degree in International Public Law, and from Wharton Business School of the University of Pennsylvania with a degree in Finance.
From 1997 to 2000, Deputy CEO at Svyazinvest.
From 2000 to 2003, First Vice-President at Sistema Telecom.
From 2003 to 2006, President at MTS.
From 2006 to 2010, co-owner of Telecom Express Group.
Since 2010, Managing Partner at Euroatlantic Investments Ltd.
Since 2012, CEO at ARIDA.
Member of the Board of Directors at Russian Railways.

Does not own PJSC Aeroflot shares.

Yury Slyusar

Yury
Slyusar

Member of the Board of Directors, member of the Strategy Committee

Born in 1974. Holds a degree in law from Lomonosov Moscow State University. In 2003, completed a post-graduate programme at the Academy of National Economy under the Government of the Russian Federation. Ph.D. in Economics.
From 2003 to 2007, Commercial Director at Russian Helicopters.
From 2009 to 2010, Assistant to the Minister of Industry and Trade of the Russian Federation.
С From 2010 to 2012, Director of the Aviation Industry Department at the Ministry of Industry and Trade of the Russian Federation.
From 2012 to 2015, Deputy Minister of Industry and Trade of the Russian Federation.
Since 2015, President of United Aircraft Corporation.

Does not own PJSC Aeroflot shares.

Sergey Chemezov

Sergey
Chemezov

Member of the Board of Directors

Born in 1952. Graduated from Irkutsk Institute of National Economy, completed Advanced Courses at the Military Academy of the General Staff of the Russian Armed Forces. Doctor of Economics, Professor, full member of the Academy of Military Science.
From 1996 to 1999, Head of Foreign Economic Relations at the Administrative Office of the Russian President.
From 1999 to 2001, CEO at Promexport.
From 2001 to 2007, First Deputy CEO at Rosoboronexport, CEO at Rosoboronexport.
Since 2007, CEO at ROSTEC Corporation (a state corporation set up to further the development, manufacture and export of hi-tech industrial products).
Member of the Bureau of the Supreme Council of United Russia Party. Chairman of the public organisation “Russian Engineering Union”. President of the Russian Union of Engineering Employers.
Chairman of boards of directors at Rosoboronexport, VSMPO-AVISMA Corporation, Kamaz, Uralkali, and Almaz-Antey Concern. Deputy Chairman of the Board of Directors at AVTOVAZ.
Member of boards of directors at United Aircraft Corporation, International Financial Club, Alliance Rostec AUTO BV Joint Venture. Member of supervisory boards at Rostec State Corporation, United Rocket and Space Corporation, and Roscosmos.
Mr Chemezov has received high government awards and won a large number of other prestigious awards.

Does not own PJSC Aeroflot shares.

Members of PJSC Aeroflot's Board of Directors efficiently performed their functions and tasks notwithstanding their service on-boards of directors at other companies.

The Chairman and members of the Board of Directors, except for Vitaly Saveliev, held no stake in PJSC Aeroflot during the reporting year. In the reporting year, no members of the Company's Board of Directors purchased or disposed of their shares in the Company.

In 2015, no claims were filed against members of the Board of Directors.

Executive Secretary of PJSC Aeroflot's Board of Directors

Aleksey Melekhin

Aleksey Melekhin

Born in 1977. In 2001, graduated from the Institute of Economics and Entrepreneurship. Obtained Ph.D. degree from the Russian Presidential Academy of National Economy and Public Administration. Mr. Melekhin joined PJSC Aeroflot in 1998. Held a number of positions from legal counsel to regulations drafting and alignment team of the Company's Administration to Corporate Governance Department Director. He is currently responsible for the administrative and information support of the Company's Board of Directors and General Meeting of Shareholders, and supervises compliance by the Company's bodies and officers with corporate governance rules and procedures set forth by the laws of the Russian Federation, the Company's Articles of Association, and internal documents.

Holds no share in the charter capital of PJSC Aeroflot.

Changes in the membership of the Board of Directors in 2015

Igor Kogan — stepped down from the Board of Directors as from 22 June 2015 by resolution of the Annual General Meeting of Shareholders.

Yury Slyusar — elected to the Board of Directors as from 22 June 2015 by resolution of the Annual General Meeting of Shareholders.

There were no other changes in the membership of PJSC Aeroflot's Board of Directors in 2015. Other members of the Board of Directors were re-elected at the 2015 AGM.

The Board of Directors performance report

In line with the action plan for the Board of Directors, the Board meetings are held at least once a month. The action plan for the Board of Directors is approved at the end of the year preceding the year covered in the plan. As a rule, the action plan includes the essential matters concerning the Company's operations (strategy, finance, budget and risks, human resources, etc.), which are to be discussed in line with the strategic and business planning cycle. Proposals made by members of the Board of Directors and the Company's management are factored in. Extraordinary meetings may be convened to make decisions on urgent matters.

The agenda of the Board of Directors' meetings must include items proposed for discussion by shareholders who in aggregate hold at least 2% of shares, members of the Board of Directors, the Revision Committee and the Management Board, and by the CEO.

All items on the agenda of the Board of Directors' meetings are generally previewed by dedicated committees to enable a more detailed discussion and prepare recommendations for voting to the Board of Directors.

The Board of Directors' meetings held in absentia consider matters on which members of the Board of Directors do not have any material comments, as well as matters of procedure.

In 2015, PJSC Aeroflot' Board of Directors held 20 meetings, including 9 meetings in person and 11 meetings by way of absentee voting. The said meetings addressed over 160 items and passed over 400 resolutions on matters of the Board.

>160 agenda items
discussed at the Board of Directors' meetings
Participation of Board members in 2015 Board meetings
Board member Number of meetings attended In person In absentia
Attendance in person Written opinion
Kirill Androsov 20 9 11
Mikhail Alekseev 20 8 1 11
Igor Kamenskoy 20 8 1 11
Igor KoganMember of the Board of Directors up to the Annual General Meeting of Shareholders held on 22 June 2015. 11 4 7
Marlen Manasov 20 7 2 11
Roman Pakhomov 20 9 11
Dmitry Peskov 20 6 3 11
Vitaly Saveliev 20 9 11
Dmitry Saprykin 20 9 11
Vasiliy Sidorov 20 9 11
Yury SlyusarMember of the Board of Directors as from the Annual General Meeting of Shareholders held on 22 June 2015. 8 3 1 4
Sergey Chemezov 20 5 4 11
Number of meetings held by the Board of Directors
Matters discussed by the Board of Directors
Key matters discussed by the Board of Directors in 2015
Strategic management and investment activities
  • progress in implementation of Aeroflot Group's Strategy;
  • Aeroflot Group's Investment Programme for 2016;
  • Aeroflot Group's Long-Term Development Programme update;
  • results of PJSC Aeroflot's Innovative Development Programme in 2014;
  • progress in implementation of PJSC Aeroflot's marketing strategy.
Budget planning and funding
  • PJSC Aeroflot's budget for 2016;
  • Aeroflot Group's 2016 consolidated IFRS budget;
  • distribution of the Company's profit and loss for the fiscal year 2014;
  • PJSC Aeroflot's credit facilities.
Corporate Governance
  • implementation of the Corporate Governance Code;
  • Aeroflot Group's Anti-Corruption Policy;
  • incentive programme at PJSC Aeroflot;
  • KPIs for PJSC Aeroflot's CEO for 2016;
  • remuneration payable to members of PJSC Aeroflot's Board of Directors and Revision Committee;
  • PJSC Aeroflot's internal documents.
Related-party transactions
  • approval of a number of PJSC Aeroflot's related-party transactions.
Other
  • Aeroflot Group's operational KPIs for 2016;
  • aircraft lease transactions;
  • aircraft purchase and sale transactions;
  • PJSC Aeroflot's involvement with the Technology Platform Aviation Mobility and Aviation Technologies Association;
  • sponsorship of Russian sports clubs.

Committees of the Board of Directors

To improve the effectiveness of resolutions passed by the Board of Directors, ensure more detailed preliminary discussions of most important matters and prepare relevant recommendations, PJSC Aeroflot has three dedicated Committees of the Board of Directors:

  • Audit Committee,
  • Personnel and Remuneration Committee, and
  • Strategy Committee.
22 meetings
held by the Board of Directors' Committees

The Board of Directors' Committees are elected by the Board of Directors and act in compliance with relevant Committee Regulations approved by the Company's Board of Directors. The Committees act as per the Board's resolutions and an action plan based on the Board's action plan.

In 2015, the Board of Directors' Committees held a total of 22 meetings, addressing matters related to the operations of Aeroflot Group and submitting detailed recommendations and proposals to the Company's Board of Directors and Management Board.

Audit Committee

The Audit Committee monitors the Company's financial and operational activities to protect shareholder interests and ensure the growth of the Company's assets. Coordinating with the Company's executive bodies, the Revision Committee and the Internal Audit Department, the Audit Committee prepares and submits for consideration by the Board of Directors recommendations and proposals on matters of the Board.

Matters concerning assessment of the risk management and internal control systems based on the reports by the Company's Internal Audit Department are regularly discussed by the Audit Committee of the Board of Directors. When conducting audits, the Internal Audit Department draws conclusions on the performance of the risk management and internal control systems in respect of each audited entity. In addition, in 2015, the Internal Control Department audited the progress on the roadmap designed to improve corporate governance practices at PJSC Aeroflot, specifically, to develop an integrated risk management system for Aeroflot Group. The information about the results of audits and the progress on the implementation of recommendations is regularly submitted to the Audit Committee of the Board of Directors.

To further improve risk management across key business processes within PJSC Aeroflot the Audit Committee of the Board of Directors also regularly receives reports on the Company's key risks. The relevant updates are also presented to the Board of Directors.

In the reporting year, the Audit Committee held a total of ten meetings, including one meeting by way of absentee voting.

The meetings discussed the following matters:

  • improvement of internal audit at Aeroflot Group;
  • Aeroflot Group's and PJSC Aeroflot's budgets;
  • performance of Aeroflot Group's consolidated budget KPIs;
  • financial hedging;
  • extending loans;
  • procurement;
  • shareholder and investor relations;
  • aircraft sale transactions;
  • reports on the results of analysis of the companies' debt to PJSC Aeroflot;
  • reports on audits conducted by the Internal Audit Department;
  • PJSC Aeroflot's internal documents, including Operational Quality Guidelines of PJSC Aeroflot, Regulations on Aeroflot Group's Risk Management System, Aeroflot Group's Investment Programme, new version of the Regulations on the Audit Committee.

Membership of the Audit Committee as at 31 December 2015 (elected by Resolution of the Board of Directors dated 3 September 2015)

  • Vasiliy Sidorov — independent member of the Board of Directors, Head of the Committee;
  • Igor Kamenskoy — independent member of the Board of Directors;
  • Roman Pakhomov — member of the Board of Directors.

Personnel and Remuneration Committee

Personnel and Remuneration Committee promotes the development of the HR policy, supervises matters concerning the Company's organisational structure, selection and assessment of persons appointed to the Company's governing bodies, their remuneration, and the remuneration system.

In the reporting year, the Personnel and Remuneration Committee held a total of eight meetings, including three meetings by way of absentee voting.

The meetings discussed the following matters:

  • remuneration of the Company's management, members of the Board of Directors and the Revision Committee, parameters of PJSC Aeroflot's targeted long-term incentive programme;
  • CEO and management KPIs;
  • key performance indicators for Aeroflot Group's Long-Term Development Programme;
  • performance assessment of members of the Boards of Directors of subsidiary airlines;
  • candidates and proposals on the members of the Board of Directors representing the interests of the Russian Federation at PJSC Aeroflot's Board of Directors in the corporate year 2016-2017;
  • PJSC Aeroflot's internal documents, including Regulations on PJSC Aeroflot's Key Performance Indicators, Corporate Governance Code, Corporate Conduct Code, and the new version of the Regulations on the Personnel and Remuneration Committee.

Membership of the Personnel and Remuneration Committee as at 31 December 2015 (elected by Resolution of the Board of Directors dated 3 September 2015)

  • Igor Kamenskoy — independent member of the Board of Directors, Head of the Committee;
  • Marlen Manasov — independent member of the Board of Directors;
  • Vasiliy Sidorov — independent member of the Board of Directors;
  • Mikhail Alekseev — member of the Board of Directors;
  • Roman Pakhomov — member of the Board of Directors;
  • Dmitry Peskov — member of the Board of Directors.

Strategy Committee

The Strategy Committee has been set up to prepare recommendations and proposals to the Board of Directors enhancing the Company's performance and improving its long-term strategy.

In the reporting year, the Committee held a total of four meetings, including one meeting by way of absentee voting.

The meetings discussed the following matters:

  • implementation of Aeroflot Group's development strategy and marketing strategy;
  • Long-Term Development Programme update;
  • programme for non-core assets disposal;
  • strategic partnerships with airlines;
  • aircraft fleet expansion.

Membership of the Strategy Committee as at 31 December 2015 (elected by Resolution of the Board of Directors dated 3 September 2015)

  • Roman Pakhomov — member of the Board of Directors, Head of the Committee;
  • Mikhail Alekseev — member of the Board of Directors;
  • Marlen Manasov — independent member of the Board of Directors;
  • Dmitry Peskov — member of the Board of Directors;
  • Dmitry Saprykin — member of the Board of Directors;
  • Vasiliy Sidorov — independent member of the Board of Directors;
  • Yury Slyusar — member of the Board of Directors;
  • Giorgio Callegari — Member of the Management Board, Deputy CEO for Strategy and Alliances;
  • Shamil Kurmashov — member of the Management Board, Deputy CEO for Finance and Network and Revenue Management.
Participation of Board members in 2015 Committee meetings
Board member Audit Committee Personnel and Remuneration Committee Strategy Committee
Mikhail Alekseev 8/8 4/4
Igor Kamenskoy 3/3 8/8
Igor Kogan 7/7 5/5
Marlen Manasov 7/8 3/4
Roman Pakhomov 10/10 8/8 4/4
Dmitry Peskov 3/3 4/4
Dmitry Saprykin 3/4
Vasiliy Sidorov 10/10 7/7 4/4
Yury Slyusar 1/1
Note: The first figure indicates the number of meetings attended by the member of the Board of Directors, the second figure indicates the total number of meetings held in 2015.

Management Board

PJSC Aeroflot's sole executive body, the CEO, and collective executive body, the Management Board, are charged with running the Company's ongoing operations. The executive bodies report directly to the Board of Directors and the General Meeting of Shareholders. The CEO also acts as the Chairman of the Management Board. The Board of Directors is authorised to appoint members of the Management Board, and remove them from office before the expiration of their term. The Management Board acts in compliance with PJSC Aeroflot's Articles of Association and Regulations on the Management Board as approved by the General Meeting of Shareholders of PJSC Aeroflot.

Membership of the Management Board as at 31 December 2015

(Esc)


Vitaly Saveliev

Vitaly
Saveliev

Chairman of the Management Board, CEO

Born in 1954. Graduated from Kalinin Leningrad Polytechnic Institute and Togliatti Leningrad Institute of Engineering and Economics. Ph.D. in Economics.
From 1990 to 1993, CEO at the US-Soviet Union joint venture DialogInvest.
From 1993 to 1995, Chairman of the Management Board at Rossiya Bank.
From 1995 to 2001, Chairman of the Management Board at Menatep Saint Petersburg.
From 2001 to 2002, Deputy Chairman of the Management Board at Gazprom.
From 2002 to 2004, Vice-President at GROS United Company, Financial and IT Advisor to the CEO at Svyazinvest.
From 2004 to 2007, Deputy Minister of Economic Development and Trade of the Russian Federation.
From 2007 to 2009, First Vice-President and Head of Telecom Asset Development at Sistema Telecom, First Vice-President and Head of Telecom Assets at Sistema Financial Corporation.
Since 2009, CEO, Chairman of the Management Board at PJSC Aeroflot.

Holds 0.121% of PJSC Aeroflot share capital.

Vladimir Antonov

Vladimir
Antonov

First Deputy CEO for Aviation Safety

Born in 1953. Graduated from Moscow Railway Engineering Institute.
From 1977 to 1995, served in the armed forces.
From 1995 to 2011, Deputy CEO for Economic and Aviation Safety, Deputy CEO for Aviation Safety, Deputy CEO for Aviation and Operating Safety, and First Deputy CEO for Operations at PJSC Aeroflot.
Since 2011, First Deputy CEO for Aviation Safety at PJSC Aeroflot.

Holds 0.000425% of PJSC Aeroflot share capital.

Vasily Avilov

Vasily
Avilov

Deputy CEO for Administrative Management

Born in 1954. Graduated from Dzerzhinsky Higher Naval Engineering College.
С From 1997 to 2013, Head of Administration, Director of the Department of General Affairs, Deputy CEO — Executive Director at PJSC Aeroflot.
Since 2013, Deputy CEO for Administrative Management at PJSC Aeroflot.

Holds 0.0000002% of PJSC Aeroflot share capital.

Nikolay Altukhov

Nikolay
Altukhov

Deputy CEO for Sales and Property Management

Born in 1970. In 1996, graduated from Moscow Institute of Urban Economy and Construction, and in 1999 — from State University of Management.
From 2009 to 2012, Director of Financial Operations at PJSC Aeroflot.
From 2012 to 2014, Deputy CEO for Economics and Finance at Rossiya Airlines.
From 2014 to 2015, CFO — Chief Accountant at Dobrolet and subsequently Pobeda.
Since 2015, Deputy CEO for Sales and Property Management at PJSC Aeroflot.

Does not own PJSC Aeroflot shares.

Kirill Bogdanov

Kirill
Bogdanov

Deputy CEO for IT

Born in 1963. Graduated from Kalinin Leningrad Polytechnic Institute.
From 2002 to 2004, Advisor to Vice-President at United Company GROS.
From 2004 to 2007, Executive Director at RAMAX International.
From 2007 to 2009, Director of Development and Control at Telecom Assets at Sistema Financial Corporation.
Since 2009, Deputy Head of IT at PJSC Aeroflot, Advisor to the CEO, Deputy CEO for IT.

Does not own PJSC Aeroflot shares.

Vadim Zingman

Vadim
Zingman

Deputy CEO for Customer Service

Born in 1970. Graduated from St Petersburg University of Economics and Finance. Ph.D. in Economics.
From 2001 to 2008, Deputy Director of the Department for Government Regulation of Foreign Trade at the Ministry of Economic Development and Trade of the Russian Federation.
From 2008 to 2009, Director of Government Relations at Sistema Financial Corporation.
From 2009 to 2012, Advisor to the CEO, Deputy CEO for Customer Relations and Deputy CEO for Operations and Quality Management at PJSC Aeroflot.
Since 2012, Deputy CEO for Customer Service at PJSC Aeroflot.

Does not own PJSC Aeroflot shares.

Giorgio Callegari

Giorgio
Callegari

Deputy CEO for Strategy and Alliances

Born in 1959. Graduated from Turin Polytechnic University (Italy).
From 1986 to 1989, VP of Sales, member of the Board of Directors and the Executive Committee at Malan Viaggi.
From 1990 to 2011, Sales Manager, Vice-President for Sales, Vice-President for Business Development, Vice-President for Alliances, Business Development and International Relations, Executive Vice-President for Alliances and Strategies at Alitalia.
Since 2011, Deputy CEO for Strategy and Alliances at PJSC Aeroflot.

Does not own PJSC Aeroflot shares.

Shamil Kurmashov

Shamil
Kurmashov

Deputy CEO for Finance and Network and Revenue Management
Born in 1978. Graduated from Moscow State Institute of International Relations (MGIMO University). Ph.D. in Economics.
From 2004 to 2007, Deputy CEO for Finance and Investment at Sistema Telecom.
From 2007 to 2009, Director of Investments, Deputy Head of the Finance and Investment Division at Sistema Financial Corporation.
From 2009 to 2013, Advisor to the CEO, Deputy CEO for Finance and Investment and Deputy CEO for Commerce and Finance at PJSC Aeroflot.
Since 2013, Deputy CEO for Finance and Network and Revenue Management at PJSC Aeroflot.

Does not own PJSC Aeroflot shares.

Georgy Matveev

Georgy
Matveev

Director of Flight Safety Management

Born in 1953. Graduated from the Academy of Civil Aviation. Ph.D. in Technical Science.
From 2001 to 2012, Deputy Chief Flight Safety Inspector and Deputy Director of Safety Management at PJSC Aeroflot.
Since 2012, Director of Safety Management at PJSC Aeroflot

Does not own PJSC Aeroflot shares.

Igor Parakhin

Igor
Parakhin

ЗDeputy CEO and Technical Director

Born in 1961. Graduated from Moscow Institute of Civil Aviation Engineers.
From 2001 to 2011, Head of Programme, Deputy Director of the Aviabusiness Higher Commercial School.
Since 2011, Acting Technical Director, Technical Director, Deputy CEO and Technical Director at PJSC Aeroflot.

Holds 0.000007% of PJSC Aeroflot share capital.

Igor Chalik

Igor
Chalik

Deputy CEO and Commander of Flight Operations

Born in 1957. Graduated from Aktyubinsk Higher School of Civil Aviation.
From 2003 to 2008, Commander of the A320 Air Squadron at PJSC Aeroflot.
From 2008 to 2010, Commander of the A330 Air Squadron at PJSC Aeroflot.
Since 2011, Deputy CEO and Commander of Flight Operations at PJSC Aeroflot.
Recipient of the honorary title of the Honoured Pilot of the Russian Federation, the Medal of Nesterov, and awards of government agencies.

Holds 0.000117% of PJSC Aeroflot share capital.

Changes in the membership of the Management Board in 2015

As from 3 September 2015, Nikolay Altukhov, Deputy CEO for Sales and Property Management, was appointed to PJSC Aeroflot's Management Board.

The following members left PJSC Aeroflot's Management Board:

  • Dmitry Galkin, Advisor to the Deputy CEO for Finance and Network and Revenue Management, as from 3 September 2015;
  • Dmitry Saprykin, Deputy CEO for Sales and Property Management, Advisor to the CEO, as from 29 October 2015.
  • ACTIVITIES OF THE MANAGEMENT BOARD IN 2015

    32 meetings
    held by the Management Board

    In 2015, the Management Board of PJSC Aeroflot held a total of 32 meetings, including 8 meetings by absentee voting of members of the Management Board.

    The key matters addressed by PJSC Aeroflot's Management Board in 2015 were as follows:
    Flight safety
    • PJSC Aeroflot's flight safety assessed under the SAFA programme;
    • improvement of PJSC Aeroflot's Flight Safety Management System;
    • PJSC Aeroflot's aircraft de-icing/anti-icing quality control at Russian airports;
    Strategy implementation and development
    • implementation of Aeroflot Group's Strategy;
    • Aeroflot Group's Long-Term Development Programme update;
    • results of PJSC Aeroflot's Innovative Development Programme in 2014;
    • set-up of a standalone business unit responsible for implementing the Innovative Development Programme;
    • PJSC Aeroflot's strategic partnerships;
    • efforts of the special strategic projects team to boost ancillary revenue within the Ancillary Revenue project;
    • possible movement of all PJSC Aeroflot's flight operations to the North terminal complex considering the long-range construction plan based on the Sheremetyevo International Airport Development Master Plan;
    Operations
    • Aeroflot Group's operational KPIs forecast for 2016;
    • aircraft fleet condition and potential replacement;
    • launch of new routes in the winter season 2015;
    • creation of PJSC Aeroflot's unified aviation training centre based on Private Professional Educational Organisation Aeroflot Aviation School;
    Customer service and marketing
    • enhancement of service offerings within Aeroflot Group;
    • relations with large corporate customers;
    • results of the assessment of Aeroflot Group's Net Promoter Score (based on the NPS study);
    • operation of Aeroflot Bonus, co-brand development within the programme;
    • implementation of PJSC Aeroflot's marketing strategy;
    • terms and conditions of cargo and mail transportation on subsidiaries' flights;
    Finance
    • review of reporting documents (annual report, annual accounting statements including the Company's income statement for the fiscal year 2014;
    • opinions of PJSC Aeroflot's auditors (under RAS and IFRS) for the fiscal year 2014;
    • performance of Aeroflot Group's consolidated budget KPIs for 2014;
    • Aeroflot Group's consolidated budget and PJSC Aeroflot's budget for 2016;
    • distribution of the Company's profit (including dividend payout (declaration) and loss for the fiscal year 2014;
    • amount, terms and form of payment of dividends on PJSC Aeroflot shares for the fiscal year 2014;
    • handling of PJSC Aeroflot's accounts receivable;
    • Aeroflot Group's Investment Programme;
    • financial monitoring of agents;
    • progress in establishment of the unified treasury office of Aeroflot Group;
    • PJSC Aeroflot's credit and documentary credit facilities;
    • results of efforts to improve the situation with loss-making routes;
    Corporate governance and information disclosure
    • results of the risk management system assessment procedure updates;
    • PJSC Aeroflot's internal documents;
    • shareholder and investor relations;
    Other
    • implementation of a centralised scheme for purchasing greenhouse gas emission allowance;
    • incentive programme and reward for sales managers in Russia and abroad;
    • PJSC Aeroflot's 2014 procurement;
    • opening/closing of domestic and international branches and representative offices;
    • holding of a skills competition.

    Committees

    In pursuit of recommendations and proposals aiming to boost the Company's business efficiency, PJSC Aeroflot set up the Committee for Finance and Investments and the Committee for Innovative Development.

    Committee for Finance and Investments

    The Committee for Finance and Investments is a permanent collective advisory body of PJSC Aeroflot. In its operation, the Committee is guided by the applicable laws of the Russian Federation, resolutions of PJSC Aeroflot's Board of Directors, other regulations, rules and procedures of the Company, and the Regulations on the Committee for Finance and Investments.

    13 meetings
    held by the Committee for Finance and Investments

    The Committee is charged, among other things, with monitoring progress in the implementation of the Company's ongoing investment projects, providing an expert review of any such projects, passing resolutions on suspension of investment projects, determining their efficiency assessment criteria and drafting proposals on Aeroflot Group's financial, economic and marketing policies.

    In 2015, the Committee for Finance and Investments held a total of 13 meetings.

    Membership of the Committee for Finance and Investments as at 31 December 2015

    • Shamil Kurmashov — Deputy CEO for Finance and Network and Revenue Management, Chairman of the Committee;
    • Vadim Zingman — Deputy CEO for Customer Service;
    • Giorgio Callegari — Deputy CEO for Strategy and Alliances;
    • Svetlana Arkhipova — Director of the Department for Financial Planning and Analysis;
    • Ilya Alexandrovsky — Director of the Sales Department;
    • Alexander Noskov — Director of the Economic Security Department;
    • Andrey Chikhanchin — Director of the Corporate Finance Department;
    • Evgeny Zenchenko — Deputy Director of the Corporate Strategy Department;
    • Dmitry Galkin — Advisor to the Deputy CEO for Finance and Network and Revenue Management;
    • Andrey Polozov-Yablonsky — Advisor to the CEO.

    Committee for Innovative Development

    The Committee for Innovative Development is a permanent collective advisory body of PJSC Aeroflot's Management Board. It was set up to provide recommendations and proposals for the Management Board to boost the Company's business efficiency.

    In its operation, the Committee is guided by the laws of the Russian Federation, resolutions of PJSC Aeroflot's Board of Directors and Management Board, other regulations, rules and procedures of the Company, and the Regulations on the Committee for Innovative Development.

    The Committee is charged with reviewing innovative projects and providing an assessment of their efficiency, monitoring progress in the implementation of the ongoing innovative projects, passing resolutions on project suspension, setting out requirements for the design and quality of innovative development materials submitted to the Management Board, and recommending projects for implementation.

    In 2015, the Committee for Innovative Development held no meetings.

    Membership of the Committee for Innovative Development as at 31 December 2015

    • Vitaly Saveliev — CEO and Chairman of the Committee;
    • Kirill Bogdanov — Deputy CEO for IT;
    • Vadim Zingman — Deputy CEO for Customer Service;
    • Shamil Kurmashov — Deputy CEO for Finance and Network and Revenue Management;
    • Igor Parakhin — Deputy CEO and Technical Director;
    • Oleg Volkov — Director of the Department for Applied Systems;
    • Andrey Polozov-Yablonsky — Advisor to the CEO.

    Remuneration for Members of the Board of Directors and the Management

    The Company has in place a structured remuneration system for members of the governing bodies designed to link the amount of bonus payments to the achievement of short-term targets, and align the interests of the Company's management and its shareholders. Short-term incentive is provided in the form of cash bonuses, while long-term incentive implies payments based on share capitalisation benchmarked against different indicators.

    Remuneration for members of the Board of Directors

    Guidelines for Board remuneration calculation and payouts are set forth in the Regulations on Remuneration and Compensation Payments to the Members of the Board of Directors of PJSC Aeroflot in line with the Federal Law On Joint-Stock Companies, other applicable laws of the Russian Federation and the Company's internal documents. These Regulations were approved by PJSC Aeroflot's General Meeting of Shareholders on 25 June 2015.

    The Board remuneration framework comprises fixed and variable (bonus) components. The key criterion defining the fixed remuneration component is the extent to which members of PJSC Aeroflot's Board of Directors are actually involved in the operations of the Board and its Committees. The variable (bonus) remuneration component is directly linked to the Company's market capitalisation growth on the Moscow Exchange as benchmarked against the MICEX index performance.

    In 2013, in order to provide for long-term incentives, Aeroflot approved the Stock Option Plan for Board Members valid through 2015. The total pool of the Stock Option Plan for Board Members is equivalent to 0.5% of PJSC Aeroflot's market capitalisation growth over the lifetime of the Stock Option Plan. The 2013-2015 Stock Option Plan draws heavily on two underlying metrics, namely:

    • PJSC Aeroflot's market capitalisation growth in the relevant year (maximum weight of 50%),
    • PJSC Aeroflot's rank in the top 5 market capitalisation growth peer chart in the relevant year (maximum weight of 50%). The second metric is factored in only when PJSC Aeroflot's market capitalisation growth is positive.

    25% of the remuneration amount accrued for the relevant year is paid out to the members of the Board of Directors simultaneously with the principle remuneration for the relevant year. 75% of the remuneration amount accrued for the relevant year is not paid out, but set aside until the end of the Stock Option Plan lifetime (December 2015), added together and paid as a lump sum upon resolution of the General Meeting of the Company's Shareholders.

    In 2015, PJSC Aeroflot's market capitalisation grew by 68.9% (following the calculation method applicable for the Plan) and ranked first among peers by growth rate.

    Starting from 2016, the Stock Option Plan is to be replaced by the long-term incentive programme valid up to 30 June 2019, which will also be linked to PJSC Aeroflot's capitalisation growth benchmarked against indexes and peers.

    Management remuneration

    The remuneration system designed for the management and the other staff enables the Company to engage and retain highly qualified professionals. Remuneration for management is comprised of the fixed component (official salary) and the variable component (current bonuses and long-term incentives).

    Current bonuses depend on the Group-wide performance indicators and are calculated in accordance with the Company's KPI Based Employee Bonus System. The KPI Based Employee Bonus System is defined by the Regulations on Bonus Payments to the Managers and Specialists of JSC Aeroflot (approved on 2 February 2011). The Regulations stipulate that the bonus component of management compensation amount shall depend on their quarterly and annual performance under the KPIs approved for the relevant reporting period.

    To provide for long-term incentives, in 2013, PJSC Aeroflot's Board of Directors approved the Management Stock Option Plan valid through 2015. The plan covered the CEO, members of the Management Board, department heads, Chief Accountant and the Company's other staff on the CEO's resolution. The plan relies on the same principles as the incentive programme for members of the Board of Directors.

    Two thirds of the remuneration amount accrued within the stock option plan for the year shall be paid to the plan participants no later than one month after Aeroflot Group's performance for the relevant year is summed up. One third of the remuneration amount accrued within the stock option plan for the relevant year shall not be paid out but reserved until 2016. The amounts payable shall be added together and paid as a lump sum upon resolution of the General Meeting of the Company's Shareholders.

    Starting from 2016, the Stock Option Plan will be replaced by the long-term incentive programme up to 30 June 2019, which will be linked to PJSC Aeroflot's capitalisation growth and a number of other indicators determining the success of the Group's long-term development.

    KPI System

    The 2015 KPI list, weights and targets for PJSC Aeroflot's CEO reflecting the Company's KPI system were approved by PJSC Aeroflot's Board of Directors on 2 December 2014 (Minutes No. 8).

    From 2015 onward, the scope of the CEO's KPI list (with KPI weights and targets) are extended to include all members of the Company's Management Board to provide incentives for the management to pursue Group-wide corporate objectives and improve the Group's overall performance. The KPIs for the Company's staff were approved by the CEO's Order No. 424 dated 30 December 2014.

    To comply with the resolution of the Government Commission on Transport and Communications (Minutes No. 6 dated 4 December 2014) prescribing the analysis of implementation of PJSC Aeroflot's Long-Term Development Programme parameters in 1H 2015, and proceeding from the need to update the Programme parameters based on the airline's performance and taking into account the air transportation market environment, in 2015 adjustments/updates were made to:

    • Aeroflot Group's Long-Term Development Programme parameters;
    • Aeroflot Group's budget for 2015;
    • the list, weights and targets of the KPIs within Aeroflot Group's Long-Term Development Programme and the 2015 KPIs for PJSC Aeroflot's CEO.

    In April 2015, PJSC Aeroflot's Board of Directors approved the updated 2015 KPIs (list, weights and targets) for PJSC Aeroflot's CEO (Minutes No. 15) reflecting PJSC Aeroflot's KPI System.

    The KPIs for the Company's staff were approved by the CEO's Order No. 235 dated 16 July 2015.

    Pursuant to the directives of the Russian Government, PJSC Aeroflot's KPI system embraces financial, economic and industry-specific indicators coupled with bonus disqualification indicators, including:

    • mandatory financial and economic KPIs — Total Shareholder Return (TSR) (for Aeroflot Group) and ROIC (for Aeroflot Group) — in line with the KPI Guidelines (Letter of the Federal Agency for State Property Management No. OD-11/22160 dated 26 May 2014);
    • Overall Productivity KPI (Aeroflot Group) — in line with the Russian Government Directive No. 6362p-P13 dated 24 October 2013;
    • Share of Supplies from Small and Medium-Sized Businesses, Efficient Energy Use and Environmental Friendliness KPI included in Aeroflot's KPI System and KPI lists for relevant department heads — in line with the Russian Government Directive No. 6362p-P13 dated 24 October 2013;
    • Innovative Development Programme Efficiency KPI (Aeroflot Group) — in line with Letter of the Deputy Minister for Economic Development No. 3142-OF/D06 dated 24 February 2012;
    • Investment Programme Efficiency KPIs (for Aeroflot Group) — in line with Directive of the Federal Agency for State Property Management No. PF-11/35029 dated 14 August 2014;
    • KPI used to cancel the management's bonus (disqualification indicator) — Safety Level of PJSC Aeroflot Flights;
    • CASK KPI showing a reduction of operating costs (expenses) by at least 2%-3% annually, for department key executives — in line with the Russian Government Directive No. 2303p-P13 dated 16 April 2015.
    2015 KPI targets for PJSC Aeroflot's CEO (approved by PJSC Aeroflot's Board of Directors, Minutes No. 15 dated 23 April 2015)
    KPI Measurement
    unit
    20142014 KPIs are calculated for Aeroflot Group, except for the Punctuality, Overall Productivity and PJSC Aeroflot's Flight Safety KPIs. 20152015 KPIs are calculated for Aeroflot Group, except for PJSC Aeroflot's Flight Safety KPI.
    Weight, % Plan actual Performance
    to plan
    Weight plan Actual Perfomance
    to plan
    Total Shareholder Return
    (TSR)
     % 10,0 % 21,4 % (59,2 %) 0,0 % 5,0 % 0,0 % 68,9 % 1 478,0 %
    Return on Invested Capital
    (ROIC)
     % 15,0 % 12,2 % 4,6 % 37,4 % 15,0 % 15,7 % 18,5 %As per the resolution of PJSC Aeroflot's Board of Directors dated 24 December 2015 (Minutes No. 9), the actual value of the ROIC (Aeroflot Group) 2015 KPI excludes the impact of Transaero. 117,8 %
    Long-Term Debt / EBITDAR 5,0 % 2,3 1,7 126,1 %
    Innovative Development
    Programmes' Efficiency
    % 5,0 % 80 % 95 % 118,8 %
    Investment Programme Efficiency 5,0 % 3,8 8,7 228,9 %
    Revenue per Available Seat-
    Kilometre (RASK)
    RUB per ASK 10,0 % 7,90 cent per ASK 7,02 cent per ASK 88,9 % 5,0 % 3,20 3,33 104,1 %
    Punctuality  % 15,0 % 86,0 % 89,3 % 103,8 % 15,0 % 87,0 % 91,4 % 105,1 %
    PJSC Aeroflot's Flight Safety  % 20,0 % 99,957 % 99,972 % 103,5 % 20,0 % 99,957 % 99,978 % 104,9 %
    Passenger Load Factor  % 10,0 % 77,1 % 78,3 % 101,6 %
    Overall Productivity million ASK per person 5,0 % 0,37 million ASK per person 0,38 million ASK per person 103,7 % 15,0 % 4,066 4,060 99,8 %
    EBITDAR USD million 15,0 % 1 408,0 1 266,8 90,0 % n/a
    Net Income USD million 10,0 % 100 (446) 0,0 % n/a

    In 2015, the actual KPI values of PJSC Aeroflot's CEO exceeded targets as a result of implementation of initiatives to reduce costs and enhance labour productivity, as well as efficient operational management. Deviation of the Overall Productivity 2015 KPI from plan is due to the employment of over 1.1 thousand former employees of Transaero in the fourth quarter of 2015. Excluding Transaero staff, the KPI achievement stands at 100.3%.

    2016 KPI targets for PJSC Aeroflot's CEO
    (approved by PJSC Aeroflot's Board of Directors, 24 December 2015)
    KPIAll KPIs calculated for Aeroflot Group except for PJSC Aeroflot's Flight Safety. Weight Measurement unit Plan
    Total Shareholder Return (TSR) 10,0 %  % 16,5 %
    Return on Invested Capital (ROIC) 20,0 %  % 12,8 %
    Long-Term Debt / EBITDAR 5,0 % 2,3
    Innovative Development Programmes' Efficiency 5,0 %  % 80 %The plan value determined in accordance with the draft updated Aeroflot Group's Long-Term Development Programme submitted for consideration to the Government Commission on Transport and Communications.
    Investment Programme Efficiency 5,0 % 5,09
    CASK Reduction 5,0 %  % 2,0 %
    Share of State-Subsidised Funding in Total Funding Secured 5,0 %  % 0 %
    Punctuality 5,0 %  % 86,0 %
    PJSC Aeroflot's Flight Safety 15,0 %  % 99,957 %
    Passenger Load Factor 10,0 %  % 78,0 %
    Overall ProductivityThe plan values for the Overall Productivity KPI determined for the unchanged business model of the Company and the current ratio of insourced and outsourced operations. The plan KPI value does not comply with the federal executive authorities' directive prescribing an annual growth of 5% because the headcount of Aeroflot Group increased by 6,060 FTEs due to the employment of Transaero staff. 15,0 % million ASK per person 4,188

    The 2016 KPIs for PJSC Aeroflot's CEO reflecting PJSC Aeroflot's KPI system were amended as follows versus 2015:

    • the CASK Reduction KPI was added pursuant to the Russian Government Directive No. 2303p-P13 dated 16 April 2015 prescribing a reduction of operating costs (expenses) by at least 2%-3% annually;
    • the Share of State-Subsidised Funding in Total Funding Secured KPI was added pursuant to Paragraph 2 of Instruction of the Russian Prime Minister D.A. Medvedev No. AD-P36-4617 dated 11 July 2015 on including the indicator showing investment capital raised in the private equity market;
    • the Group-Level Revenue per Available Seat-Kilometre (RASK) KPI was removed as exceeding the total number of KPIs set forth by the KPI Guidelines of the Federal Agency for State Property Management.

    Remuneration for the Board of Directors and the Management Board in 2015

    The annual General Meeting of Shareholders held on 22 June 2015 resolved to pay members of PJSC Aeroflot's Board of Directors the total remuneration of RUB 23,603,280 for 2014, with no payments made under the Stock Option Plan (in 2014, the remuneration amounted to RUB 47,941,053 with additional RUB 35,882,000 under the Stock Option Plan).

    Remuneration for members of PJSC Aeroflot's Board of Directors accrued in 2015
    Board member Remuneration, RUB Remuneration, RUB
    Kirill Androsov 3 000 000
    Mikhail Alekseev 1 960 000
    Aleksey Germanovich 1 131 377
    Igor Kogan 2 173 765
    Igor Kamenskoy 1 336 032
    Igor Lozhevsky 1 163 968 — 
    Marlen Manasov 2 000 000
    Roman Pakhomov 2 360 000
    Dmitry Peskov 1 058 138
    Vitaly Saveliev 1 800 000
    Dmitry Saprykin 1 980 000
    Vasiliy Sidorov 1 874 494
    Sergey Chemezov 1 765 506 — 
    Total 23 603 280

    The total remuneration accrued to members of PJSC Aeroflot's Management Board for 2015 stood at RUB 362,594,270 (RUB 931,358,555 in 2014).

    Remuneration for members of PJSC Aeroflot's Management Board accrued in 2015
    Remuneration type Amount, RUB
    Salary and additional compensations 198 622 972
    Bonuses 163 971 298
    Total 362 594 270

    Directors and Officers Liability Insurance

    USD 100 million
    liability insurance for PJSC Aeroflot's directors and officers

    As part of the efforts to provide insurance protection, PJSC Aeroflot has signed an agreement for liability insurance of the Company's directors and officers providing for reimbursement for loss caused to third parties, arising from claims filed by third parties against the insured individual due to his/her wrongful acts committed in their management roles. A securities claim filed against the Company also constitutes an insured event.

    The amount of cover is USD 100 million per claim and in total. The insurance period is one year.

    Internal Control and Audit

    Internal control and audit

    PJSC Aeroflot has an efficient system in place for internal control and audit. It includes the Revision Committee, the Audit Committee of the Board of Directors, the Company's governance and management bodies, and the Internal Audit Department.

    Depending on the scale of their business and related risks, the Company's subsidiaries arrange for internal audit to be conducted by either PJSC Aeroflot's Internal Audit Department or the internal audit unit or permanent internal auditor of their own. Heads of such units and internal auditors of subsidiaries functionally report to the Director of the Internal Audit Department of PJSC Aeroflot.

    The internal control systems are designed to maximise the Company's transparency, economic efficiency, and compliance with the applicable laws.

    Revision Committee

    The Revision Committee exercises control over PJSC Aeroflot's financial and operational activities to provide reasonable assurances of the Company's business fully meeting the interests of its shareholders and requirements set forth in the applicable laws of the Russian Federation. In its operation, the Revision Committee is guided by the Company's Articles of Association and the Regulations on the Revision Committee of PJSC Aeroflot.

    As prescribed by the respective Regulations, the Revision Committee checked for accuracy the information contained in the RAS-based annual financial statements for 2015, including the Income Statement and other documents submitted to the General Meeting of Shareholders for review. The Committee benchmarked the metrics related to the Company's financial and operational activities in 2011-2015 and their compliance with the applicable laws in 2015.

    Based on these audits, the Revision Committee prepared and approved a report providing an analysis of the Company's balance sheet and financial results. The Committee's report reflects changes in the balance sheet structure and key change drivers, assessing a wide range of the Company's financial and operational activities, including the risk management and internal control system, and compliance. The conducted audits and inspections enabled the Committee to provide recommendations meant to improve the Company's business efficiency and thereby increase earnings and cut costs.

    In its report, the Revision Committee passed a positive opinion on the accuracy of the Company's financial statements citing no material grounds to disprove the information provided in the Balance Sheet and Income Statement of PJSC Aeroflot as at 31 December 2015. The report also provides the Committee's recommendations with regard to the Company's business efficiency.

    5 members in the Revision Committee

    The General Meeting of Shareholders of 22 June 2015 (Minutes No. 37 dated 25 June 2015) elected members of PJSC Aeroflot's Revision Committee as follows:

    • Igor Belikov — Head of the Russian Institute of Directors;
    • Marina Mikhina — Advisor to the Head of the Federal Agency for State Property Management;
    • Ekaterina Nikitina — Advisor to the President of Oil Transporting Joint-Stock Company Transneft;
    • Pavel Fradkov — Deputy Head of the Administrative Office of the Russian President;
    • Alexei Shchepin — Senior Expert of the Legal Directorate at Modern Commercial Fleet.

    The General Meeting of Shareholders also resolved to pay members of the Revision Committee the total remuneration of RUB 557 thousand.

    Remuneration for members of PJSC Aeroflot's Revision Committee in 2014
    Member of the Revision Committee Remuneration, RUB
    Igor Belikov 432 000
    Marina Mikhina
    Natalia Sligun
    Mikhail Sorokin
    Alexei Shchepin 125 000
    Total 557 000

    Internal Audit Department

    The internal control responsibilities are vested with the Internal Audit Department established by the resolution of the Board of Directors of PJSC Aeroflot dated 1 July 2009 (Minutes No. 2). In its operation, the Department is guided by the International Standards for the Professional Practice of Internal Auditing and the underlying principles of independence, objectivity, proficiency, and professional care. Director of the Internal Audit Department functionally reports to the Board of Directors of PJSC Aeroflot and to the Audit Committee of the Board of Directors.

    The purpose of the Department is to support economic efficiency and solid performance of PJSC Aeroflot, achieve financial and operational KPIs, protect assets, provide for fair disclosures of the Company's financial and operational data, and ensure compliance with the applicable laws.

    The Internal Audit Department strives to assist PJSC Aeroflot in achieving its strategic goals through applying a holistic consistent approach to assessment and improvement of risk management, internal control, and corporate governance processes.

    46 audits
    conducted to identify potential risks and assess efficiency in 2015

    In 2015, the Internal Audit Department conducted a total of 46 audits of the Company's units and subsidiaries to identify potential risks and assess efficiency in PJSC Aeroflot's key business lines and processes.

    Audit findings enabled the management to come up with proposals on further improvements in the Company's key operations, with the majority of them successfully implemented by the management.

    The Department regularly reports to the Audit Committee of PJSC Aeroflot's Board of Directors on progress in implementation of the annual action plan, audits made, and application of the Department's recommendations.

    Improvement of internal controls and operating principles of the Internal Audit Department in 2015

    PJSC Aeroflot implemented the following key internal control improvement measures as part of its roadmap to integrate the Corporate Governance Code in the Company's operations:

    • set out in its Articles of Association the authority of the Board of Directors to establish principles of and approaches to organising a risk management and internal control system, approving the Group-wide risk management and internal control policy, and included these functions in the Board of Director's action plan;
    • developed a Group-wide risk management policy on the basis of generally accepted principles and practices for risk management and internal control;
    • set up a new risk management unit;
    • developed a single Group-wide risk assessment and management framework on the basis of generally accepted principles and practices for risk management and internal control;
    • introduced regular reports on Group-wide key risk management results, submitted to the CEO, the Audit Committee, and the Board of Directors.

    The following key measures to improve internal audit were also implemented:

    • optimised the organisational structure of the Internal Audit Department;
    • introduced a practice of confidential reporting to PJSC Aeroflot's Board of Directors and the Internal Audit Department;
    • developed an internal audit framework in line with the best international internal audit practices;
    • designed specific auditing principles for internal audit areas;
    • set out a risk-based internal audit plan;
    • developed a KPI-based performance assessment procedure for internal audit;
    • conducted employee training at the Internal Audit Department in mastering the International Standards for the Professional Practice of Internal Auditing.

    External audit

    Each year, PJSC Aeroflot engages external auditors to conduct independent assessment of its financial (accounting) statements. External auditors are engaged through public tenders which ensure unbiased selection of the successful bidder based on auditing experience, the proposed audit scope and timeline, and the track record in the Company's industry. The audit firm which won the public tender for conducting annual audit of the Company's financial (accounting) statements is recommended by the Board of Directors for approval by the annual General Meeting of Shareholders in accordance with the applicable laws.

    • The annual General Meeting of Shareholders approved AO BDO Unicon (Minutes No. 37 dated 25 June 2015) as the Company's external auditors to provide independent review of PJSC Aeroflot's 2015 accounting statements prepared under the Russian Accounting Standards (RAS).
    • Following the results of the 2013 public tender for conducting annual audits of IFRS financial statements in 2013-2015, the Company's 2015 consolidated financial statements prepared under the International Financial Reporting Standards (IFRS) were audited by AO PricewaterhouseCoopers Audit.

    Information Disclosure

    To enhance its corporate transparency and equity story, the Company strives to ensure timely disclosure of complete and accurate material information on its operations. The Company is guided in its information disclosure by requirements and recommendations of federal laws, the Bank of Russia, Russian and foreign trading hubs where the Company's securities are listed, as well as corporate documents such as the Regulations on the Corporate Information Policy and the Regulations on Providing Access to Insider Information.

    The main objectives of the corporate information policy are to:

    • ensure compliance with the Russian law and regulatory requirements of the securities market;
    • enhance information transparency and confidence in communications with the Company's shareholders, security holders, investors, creditors, and other stakeholders, and ensure protection of their rights and their legitimate interests;
    • focus on fully meeting the demand of shareholders, investors, professional security traders, and other stakeholders for fair disclosures of the corporate and business information;
    • secure shareholders' rights to receive material information required to exercise their corporate governance rights;
    • maintain professional and trust-based relationships of the Company with mass media providing for free information sharing without prejudice to the rights and legitimate interests of shareholders, investors, and other parties;
    • protect insider information.

    Information on PJSC Aeroflot is promptly communicated to the widest possible audience through publication of such messages, press and news releases in the news feed updated in real time on PJSC Aeroflot's disclosure page and in the section of PJSC Aeroflot's official website for shareholders and investors.

    Anti-Corruption Practices

    Aeroflot is currently working on the implementation of corporate anti-corruption programmes. The Group operates on the basis of public anti-corruption principles and measures, transparent and open procurement processes, and rejection of illicit benefits, creates effective feedback channels, and fights corruption by sharing information. In 2015, Aeroflot signed up to the Anti-Corruption Charter of the Russian Business.

    On 21 December 2015, the Board of Directors of PJSC Aeroflot (Minutes No. 8) approved the Group's Anti-Corruption Policy designed to create a uniform approach to adhering to Federal Law No. 273-FZ On Countering Corruption dated 25 December 2008, which provides for development and adoption of measures to prevent and counter corruption.

    Anti-corruption policy objectives are to:

    • implement the requirements of article 13.3 of Federal Law No. 273-FZ On Countering Corruption dated 25 December 2008;
    • set up an effective legal route to prevent and counter corruption;
    • improve the legal anti-corruption framework in terms of fighting corruption and cooperating with government bodies authorised to make anti-corruption decisions;
    • prevent and establish liability for corruption-related and other crimes;
    • foster a uniform understanding of the Group's zero tolerance policy towards corruption in all its forms and manifestations among Aeroflot Group's shareholders, counterparties, employees, and executive and control bodies;
    • mitigate the risks of corporate and employee corruption;
    • embed an anti-corruption culture.

    The anti-corruption policy supports the Group's commitment to high ethical standards of open and fair business practices to further improve corporate culture, adhere to the best corporate governance practices, and maintain a good business reputation.

    Aeroflot Group's anti-corruption policy is published on corporate websites of its subsidiaries. Aeroflot Group openly states its rejection of unfair and illegal business practices and takes additional voluntary anti-corruption commitments recommended by international and Russian laws.