Composition of the Board of Directors

An important role in the organisation of an effective corporate governance system is played by the PAO Sovcomflot Board of Directors, which is responsible for the strategic leadership of the Group’s activities and determines the vision, mission, and strategic development of the Group.

The PAO Sovcomflot Board of Directors operated in two different compositions during the reporting period:

The Board of Directors elected by the Extraordinary General Meeting of Shareholders dated 23 September 2019 (Instructions No. 592-r of the Federal Agency for State Property Management dated 23 September 2019) as follows:

Alexander Abramov (government appointee)
Ilya Klebanov (government appointee)
David Moorhouse (government appointee)
Lyubov Nisenboym (government appointee)
Pavel Sorokin (government appointee)
Oksana Tarasenko (government appointee)
Igor Tonkovidov (government appointee)
Sergey Frank (government appointee)
Yury Tsvetkov (government appointee)
Alexey Klyavin (independent director)
Walid Chammah (independent director)
Andrey Sharonov (independent director)

The Board of Directors elected by the Annual General Meeting of Shareholders dated 4 August 2020 (Instructions No. 297-r of the Federal Agency for State Property Management dated 4 August 2020) as follows:

Alexander Abramov (government appointee)
Viktor Ivanov (government appointee)
David Moorhouse (government appointee)
Pavel Sorokin (government appointee)
Oksana Tarasenko (government appointee)
Igor Tonkovidov (government appointee)
Sergey Frank (government appointee)
Yury Tsvetkov (government appointee)
Alexey Klyavin (independent director)
Walid Chammah (independent director)
Andrey Sharonov (independent director)

11 persons were elected to the Board of Directors in the reporting period, which meets the statutory requirements as well as the Company’s needs. The personal composition of the Board was determined by a general meeting of shareholders (a decision of the sole shareholder). Members of the Company’s Board of Directors were elected following a review of the candidates by the commission for selecting candidates to the governing bodies of companies with state participation, formed annually by the Federal Agency for State Property Management with the participation of the Russian Ministry of Transport and PAO Moscow Exchange, which enables the shareholder to receive information about the candidates necessary to get an idea of their personal and professional qualities.

In accordance with the PAO Sovcomflot Board of Directors decisions dated 24 September 2019 (Minutes No. 184) and 12 August 2020 (Minutes No. 196), Sergey Frank was elected as the Chairman of the Board of Directors.

Independent directors have been elected to the Board of Directors of PAO Sovcomflot annually since 2008, in accordance with the criteria established in the current Corporate Governance Code and in Russian Government Resolution No. 738. Three independent directors were elected to the Board of Directors (as at 31 December 2020): Alexey Klyavin Due to a formal affiliation of Alexey Klyavin with PAO Sovcomflot according to the Moscow Stock Exchange Listing Rules, pursuant to the PAO Sovcomflot Board of Directors decision dated 14 September 2020 (Minutes No. 198) it was decided to recognize Alexey Klyavin as an independent director. This decision is posted on the Company’s website., Walid Chammah, and Andrey Sharonov.

Key competencies of the Board of Directors members

Competency areas	Sergey Frank	Alexander Abramov	Viktor Ivanov	Ilya Klebanov	Alexey Klyavin (i.d.)	David Moorhouse	Lyubov Nissenboym	Pavel Sorokin	Oksana Tarasenko	Igor Tonkovidov	Yury Tsvetkov	Walid Chammah (i.d.)	Andrey Sharonov (i.d.)
strategic planning	+	+	+	+	+	+	+	+	+	+	+	+	+
international cooperation/conduct of business	+	+	+	+	+	+	+	+	+	+	+	+	+
risk management	+	+	+	+	+	+	+	+	+	+	+	+	+
corporate governance	+	+	+	+	+	+	+	+	+	+	+	+	+
operating activities	+	+	+	+	+	+	+	+	+	+	+	+	+
industry	+	+	+	+	+	+	+	+	+	+	+	+	+
analysis of financial statements	+	+	+	+	+	+	+	+	+	+	+	+	+
HR management and motivation systems	+	+	+	+	+	+	+	+	+	+	+	+	+
innovations and information technology	+	+	+	+	+	+	+	+	+	+	+	+	+

Information on members of the PAO Sovcomflot Board of Directors (as at 31 December 2020)

Sergey Frank

Chairman of the PAO Sovcomflot Board of Directors

Born in 1960.

Education: Admiral Nevelskoy Far Eastern Higher Marine Engineering College, specialising in Maritime Navigation; Far Eastern State University, specialising in Jurisprudence.

Academic degree: In October 2004 Sergey Frank was elected as Chief Executive Officer of OAO Sovcomflot and joined its Board of Directors. He held this position until September 2019, when he was elected as Chairman of the Company’s Board of Directors.

Alexander Abramov

Member of the PAO Sovcomflot Board of Directors

Born in 1957.

Education: Moscow Institute of Railway Engineers; Institute of Retraining and Advanced Training under the Government of the Russian Federation. From 2016: Chief Adviser to the Chairman of the Council of the Central Union of Consumer Societies of the Russian Federation (Centrosoyuz of Russia). He has been a member of the PAO Sovcomflot Board of Directors since 2019.

Viktor Ivanov

Member of the PAO Sovcomflot Board of Directors

Born in 1950.

Education: Bonch-Bruevich Leningrad Electrotechnical Institute of Communications, specialising in Radio Communications.
Academic degree: Doctor of Juridical Sciences.
At present he serves as President of the Association Russian House of International Scientific and Technical Cooperation. He was elected to the Board of Directors of PAO Sovcomflot in 2020.

Alexey Klyavin

Member of the PAO Sovcomflot Board of Directors (independent director)

Born in 1954.

Education: Kaliningrad Higher Engineering Maritime School, specialising as Engineer-Navigator.
From 2013: President of the Russian Chamber of Shipping. He has served on the PAO Sovcomflot Board of Directors as an independent director since 2012.

David Moorhouse

Member of the PAO Sovcomflot Board of Directors

Born in 1954.

Pavel Sorokin

Member of the PAO Sovcomflot Board of Directors

Born in 1985.

Education: Plekhanov Russian Academy of Economics, specialising in World Economy; University of London, degree in Finance and Financial Law.
In March 2018 he was appointed as Deputy Minister of Energy of the Russian Federation. He has been a member of the PAO Sovcomflot Board of Directors since 2019.

Oksana Tarasenko

Member of the PAO Sovcomflot Board of Directors

Born in 1983.

Education: Lomonosov Moscow State University, specialising in Jurisprudence; Lomonosov Moscow State University, field of studies: Management.
Academic degree: Candidate of Juridical Sciences.
Oksana Tarasenko has been Deputy Minister of Economic Development of the Russian Federation since December 2018. She was first elected to the Board of Directors of PAO Sovcomflot in 2018.

Igor Tonkovidov

Member of the PAO Sovcomflot Board of Directors

Born in 1964.

Education: Odessa Institute of Marine Engineers, specialising as Mechanical Engineer; University of London (U.K.), Master’s degree in Financial Management; INSEAD Business School (France), AVIRA programme for top managers.
In 2012, he took the position of Executive Vice President and Chief Technical Officer of PAO Sovcomflot. In 2019 he joined the Board of Directors and became the President and Chief Executive Officer of the Company.

Yury Tsvetkov

Member of the PAO Sovcomflot Board of Directors

Born in 1965.

Education: Admiral Makarov Leningrad Higher Maritime Engineering School, specialising in Maritime Navigation; the Academy of National Economy under the Government of the Russian Federation, professional retraining programmes «Enterprise Economics and Management» leading to Master of Management, and Economics and Public Finance; Maastricht School of Management (the Netherlands); Columbia Business School (USA).
During the reporting period he served as Deputy Minister of Transport of the Russian Federation. He joined the Board of Directors of PAO Sovcomflot in 2019.

Walid Chammah

Member of the PAO Sovcomflot Board of Directors (independent director)

Born in 1954.

Education: American University in Beirut, Bachelor of Business Administration; American Graduate School of International Management, Master of International Management.
At present he is Partner at Chammah & Partners. He has served on the PAO Sovcomflot Board of Directors as an independent member since 2015.

Andrey Sharonov

Member of the PAO Sovcomflot Board of Directors (independent director)

Born in 1964.

Education: Ufa Aviation Institute, specialising in Aviation Instrument Making; Russian Academy of Civil Service under the President of the Russian Federation, specialising in Jurisprudence.
Academic degree: Candidate of Sociological Sciences.
From 2016: President of Moscow School of Management SKOLKOVO. He joined the Board of Directors of PAO Sovcomflot in 2014 as an independent director.

The Chairman and members of the Board of Directors did not own shares in PAO Sovcomflot during the reporting period. No transactions for the acquisition or disposal of Company shares were made by the Board of Directors members listed above.

Since 2006 PAO Sovcomflot has taken out liability insurance for members of the Board of Directors.