The corporate governance framework in place at Nornickel is focused on protecting shareholder rights and interests, enhancing the effectiveness and transparency of the Board of Directors and executive management, and fostering constructive engagement with stakeholders.
Nornickel complies with Russian laws, follows the principles and recommendations of the Corporate Governance Code, and adheres to the listing rules of the Moscow Exchange. The Company has adopted a set of internal documents that govern specific elements of its corporate governance frameworkThe full versions of the documents are available on the Companywebsite..
Shareholding structure
To improve share accessibility for a broader base of retail investors, the Company conducted a 100‑for‑1 share splitIncrease in the number of the issuer’s securities with a reduction of their nominal value without changing the issuer’s capitalisation. in April 2024. As a result, the total number of shares increased to 15,286,339,700, with a nominal value of RUB 0.01 each. Except for the cumulative voting to elect members of the Board of Directors, each voting share represents one vote at the General Meeting of Shareholders.
As at the end of 2024, the Board of Directors included six independent directors (46% of the total membership), whose professionalism and sovereignty enabled them to form their own positions on agenda items – thereby strengthening stakeholder confidence in Board decisions
UNCTAD D.1.2 / MED‑44
Nornickel’s Board of Directors includes four women (31% of all members), reflecting strong female representation on the board — a figure well above the national averageIn 2024, the average proportion of women on boards of directors was 14.6%.and aligned with international standards for board diversity
UNCTAD D.1.3 / MED‑37
As at the end of 2024, the average age of Board members was 54, and their average tenure on the Board was 5.4 years
Meetings of the Board of Directors are held as needed, but at least once every six weeks. On a quarterly basis, the Board of Directors reviews the Company’s financial results as well as operational performance and H&S reports.
27meetings
held by the Board of Directors in 2024
89resolutions
adopted by the Board of Directors in 2024
99%
attendance at meetings of the Board of Directors in 2024
71matters
considered by the Board of Directors in 2024
Engagement between senior management and the Board of Directors on managing the Group’s impacts
Critical matters in the context of sustainable development discussed by the Board of Directors and its committees in 2024
A framework to identify and assess climate‑related physical and transition risks
2031 Environmental and Climate Change Strategy, key focus areas of the Carbon Neutrality Strategy
Implementation status of clean‑up measures following the 2020 diesel fuel spill accident
Key sustainability projects in 2022 and 2024
Review of Nornickel’s 2023 Sustainability Report and thematic reports
Approval of internal documents (Charity Policy, Policy of Engagement with Indigenous Small‑NumberedPeoples)
Approaches to setting the Company’s team KPIs for 2024
Assessing sustainability risk management effectiveness at Nornickel
Consideration of progress reports on the implementation of the 2031 Environmental and Climate Change Strategy, 2030 Socially Sustainable Development Strategy, Sulphur Project, Comprehensive Plan for Social and Economic Development of the Norilsk Municipality, and additional initiatives in Norilsk
Induction training for new members of the Board of Directors, which includes visits to key assets, introductions to managers, and familiarisation with the Company’s structure, internal procedures and documents, and overall operations
Continuous professional development programmes, designed annually based on the performance evaluation of the Board and the individual needs of its members (comprising both general and individual components). The primary focus is on topics related to the Company’s core activities, corporate governance, strategic management, and industry trends. Board members take the insider information management training course. In addition, the programmes recommend site visits to the Company’s major production facilities. For example, in June 2024, members of the Board of Directors visited the production site in the Gazimuro-Zavodsky District, followed by a meeting with managers in Chita to discuss the strategic development of the Trans-Baikal Division’s mining and processing enterprise and review the current state of affairs, including health and safety, environmental protection, team development, and operational performance
In 2024, the work of the Board of Directors reflected several recommendations from the Corporate Governance, Nomination, and Remuneration Committee, including, but not limited to: direct visits to the Company’s production assets to gain a deeper insight into the operations of Russian business units; informal meetings with the Company’s senior management; discussions on a number of matters within Board working groups; inviting all interested Board members to attend committee meetings; and reviewing strategic documents in conjunction with one another.
Board committees
The committees assist the Board by developing recommendations on various important matters related to the Company’s operations. Their structure, responsibilities, and formation procedure are governed by the regulations of the respective committeesThe full versions of the documents are available on the Companywebsite..
Composition of the Board committees as at 31 December 2024
The composition of the Board committees is determined by resolution of the Board of Directors.
Audit Committee
Budget Committee
Strategy Committee
Corporate Governance, Nomination, and Remuneration Committee
Sustainable Development and Climate Change Committee
Transactions Committee
5 members
5 members
5 members
5 members
5 members
3 members
Chairman – independent director
Chairman – non‑executive director
Chairman – independent director
Chairman – independent director
Chairman – independent director
Chairman – non‑executive director
Executive governance bodies
GRI 2‑13
The President of the Company is elected by the General Meeting of Shareholders for an indefinite term. In 2024, the position of the Company’s President was held by Vladimir Potanin. As at the end of 2024, Vladimir Potanin had held the position of President (previously CEO until 2015) for 13 years.
The Management Board reports to the Company’s Board of Directors and General Meeting of Shareholders and ensures the implementation of their resolutions. The Management Board is responsible for managing the Company’s impacts on the economy, environment, and people.
The Company does not have a formalised procedure for assessing the professional skills, qualifications, and experience of members of executive bodies. Consultations are held with members of executive bodies, and candidates are evaluated by the relevant committee, which decides on their inclusion in the executive body. Management regularly reports to the Board of Directors and relevant committees, which is regarded as a proxy measure for assessing their professional skills and competencies.
Preventing conflicts of interest
GRI 2‑15
Nornickel implements a range of measures to prevent and resolve potential conflicts of interest involving shareholders and members of its governance bodies.
All transactions that meet the criteria for interested‑party transactions are executed in accordance with Russian laws on joint stock companies. Special attention is given to transactions with shareholders holding more than 5% of voting shares and their affiliated persons. Such transactions require approval by a qualified majority of the Board of Directors (at least 10 out of 13 members), as stipulated by the Company’s Articles of Association. The Company’s internal documents also require members of the Board of Directors and Management Board to refrain from actions that may create a conflict of interest and, if a conflict arises, to notify the Corporate Secretary in writing. If a Board member has a personal interest in a matter submitted for consideration by the Board of Directors, they must disclose it in advance, abstain from the discussion, and refrain from voting on the matter.
Remuneration system
GRI 2‑19, 2‑20
Remuneration of non‑executive governance bodies
The Remuneration Policy for Members of the Board of Directors, approved by the General Meeting of Shareholders, regulates the remuneration structure, amount, and payment procedure and also covers liability insurance, reimbursement of expenses and losses, and disclosure of information on remuneration.
Structure of annual remuneration for non‑executive directors
USD120thousand
base remuneration for Board membership
USD75thousand
additional remuneration for serving on a Board committee
USD150thousand
additional remuneration for chairing a Board committee
USD1mln
remuneration of the Chairman of the Board of DirectorsPayable every quarter in equal installments in roubles at the Bank of Russia’s exchange rate as at the last business day of the reporting quarter. This amount is net of tax withheld in accordance with applicable Russian laws. As at the end of 2024, the Chairman of the Board of Directors did not serve on any Board committee, which is in line with international best practices.Reimbursement of expenses incurred by members of the Board of Directors in the performance of their duties
Remuneration of executive governance bodies
Matters related to the remuneration of members of executive governance bodies are defined in the Articles of Association, Regulations on the Management Board, and other internal documents of the CompanyThe full versions of the documents are available on the Companywebsite.. The operation of Nornickel’s current remuneration system – including the determination of remuneration and compensation for the President – is overseen by the Board of Directors.
Total remuneration of Vice Presidents sitting on the Management Board
For details on sustainability KPIs approved for the Company’s senior management, please see the Sustainability Management section.
