4.8 Remuneration and Compensation Policy
REMUNERATIONS SYSTEM OF THE BOARD OF DIRECTORS
The Annual General Meeting of Stockholders[48] adopted Amended and Restated Regulations of Remunerations and Compensations due to the Board of Directors[1]. In compliance with the Regulations, remunerations comprise a lump sum quarterly payment for participation in the Board activities.
Quarterly remunerations due to each Board of Directors member is calculated, factoring in the total number of Board of Directors meetings and absentee voting for Board of Directors’ decision-making conducted during the reported quarter and number of meetings and absentee voting in which a Board of Directors member participates. Basic annual remunerations (Rbase) are determined according to the revenues of the Company, calculated under RASRussian Accounting Statements, for the last completed report year preceding the election of the Board of Directors. The following increments are added to the remunerations: 30% for the Board of Directors chairmanship, 20% for the Board of Directors Committee chairmanship, 10% for the Board of Directors Committee membership. If a Committee conducts no meetings or absentee voting during the reported period, no increments for the Board of Directors Committee Chairmanship and membership are paid.
The overall quarterly remunerations and increments due to each Board of Directors member do not exceed 1/4 of Rbase. Remunerations are not paid, if a Board of Directors member does not participate in more than 50% of the meetings or absentee voting conducted during the reported period. Remunerations are paid within 30 (Thirty) calendar days after the end of the reported quarter. Remunerations shall not be charged and paid to the Board of Directors Chair and members, subject to legal restrictions or prohibition of any allowances from businesses. Remunerations are paid from the income obtained from non-regulated services.
A Board of Directors member may obtain compensations for expenses related to the participation in Board of Directors meetings, Board of Directors Committee meetings, General Meetings of Stockholders in compliance with the Company’s C-level trip reimbursement rates, valid as of the date of such meetings. The payment of compensations are made within 3 (Three) business days after presentation of documents supporting the costs incurred.
REMUNERATIONS SYSTEM OF THE EXECUTIVE BODIES
The KPIkey performance indicators system for the executive bodies is disclosed in Section “Key Performance Indicators”.
REMUNERATIONS AND/OR COMPENSATIONS DUE TO EACH GOVERNING BODY
Total remunerations and/or compensations due to each governing body, RUBruble thousand
| Type of remunerations | Board of Directors | Executive Body Officials (incl. Executive Board members) |
|---|---|---|
| Service remunerations | 24,843 | — |
| Salary | — | 87,224 |
| Variable component of remunerations (annual remunerations) | — | 100,130 |
| TOTAL | 24,843 | 187,354 |
Insurance contributions accrued on such payments amounted to RUBruble 46,892 thousand. In 2025, expenses were also reimbursed to the Board of Directors members (purchase of air tickets, hotel accommodation) in the amount of RUBruble 178 thousand.
[1] Visit the official web-site of the Company to read the Regulations (Section Incorporating Documents and Bylaws (Main/About us/ Incorporating Documents and Bylaws).