Corporate governance / Board of Directors
The Board of Directors carries out overall management of Company business within the limits of its responsibility. The procedure for calling and holding Board meetings as well as other activities of the Board are regulated by the Statute on the Board of Directors of JSC Aeroflot in accordance with the Federal Law on Joint-Stock Companies. The key priorities in work by the Board of Directors are to ensure long-term sustainable development of the Company, supervision of the Company’s executive bodies, and uncompromising observance and defence of the rights and lawful interests of shareholders. Achievement of optimal balance between executive, non-executive and independent directors in composition of the Board of Directors is an important objective of Aeroflot’s system of corporate governance.
The Board of Directors held 14 meetings in 2012, of which 3 were in the form of absentee voting, where it considered more than 114 items and took more than 300 decisions falling within its competence.
Resolutions by the Board of Directors in 2012 were designed to address the following priority tasks:
- ensuring flight safety and regularity;
- development of the fleet by the addition of new aircraft;
- definition of business priorities, including development strategy for the Group’s aircraft fleet and route network, and establishment of a Far Eastern airline;
- deploying new forms and improved techniques in operating, financial and marketing business through modernization, use of advanced technologies, and by drawing on the experience of the world’s leading airlines;
- greater operating efficiency at the Company’s branches and representative offices in Russia and abroad;
- improvement in levels of service to passengers at airports and on board aircraft, increase in the number and improvement in the quality of services provided;
- active cooperation with Russian and foreign airline partners in the SkyTeam Alliance, and use of participation in the Alliance to develop Aeroflot’s route network and raise the financial efficiency of international flight operations;
- raising the business efficiency of enterprises, in which the Company has ownership stakes, and optimizing the structure of non-core assets, in order to eliminate unjustified costs and increase investment income;
- improving technologies for communication between the Company and bodies of Russian federal executive government by placement of Company data in the “personal office” facility of the government’s interdepartmental Internet portal for management of state property;
- design of new internal Company documents and improvements to existing documents;
- improvement and development of information technologies;
- ensuring transparency of the Company’s procurement activities.
The Annual General Meeting of Shareholders approved amendments to the Charter of JSC Aeroflot and the Statute on the Board of Directors, by which the time for distributing materials ahead of a meeting of the Board of Directors was reduced from 15 to 10 days, allowing the Board to give more rapid consideration to issues of importance for Aeroflot’s business.
Membership of the Board of Directors
| № |
Prior to the Annual
Meeting of Shareholders |
Elected by the Annual
Meeting of Shareholders |
Year of first election
to the Board of Directors |
| 1. |
S. V. Aleksashenko |
S. V. Aleksashenko |
2008 |
| 2. |
K. G. Androsov |
K. G. Androsov |
2008 |
| 3. |
S. V. Chemezov |
S. V. Chemezov |
2011 |
| 4. |
V. A. Dmitriev |
A. A. Germanovich |
2012 |
| 5. |
L. A. Dushatin |
I. V. Kogan |
2012 |
| 6. |
K. Yu. Levin |
I. A. Lozhevsky |
2012 |
| 7. |
G. S. Nikitin |
A. A. Navalny |
2012 |
| 8. |
V. G. Saveliev |
G. S. Nikitin |
2006 |
| 9. |
D. P. Saprykin |
V. G. Saveliev |
2009 |
| 10. |
A. V. Stolyarov |
D. P. Saprykin |
2011 |
| 11. |
A. V. Tikhonov |
A. V. Tikhonov |
2011 |
Membership of the Board of Directors of JSC Aeroflot in accordance with the resolution of the General Meeting
of Shareholders, dated June 25, 2012, Minutes No. 32 (as of December 31, 2012):
Kirill Gennadievich ANDROSOV
Chairman of the Board of Directors of JSC Aeroflot.
Born in 1972.
Graduated from the St. Petersburg Maritime Engineering University with a Degree in Economics and Organization of the Machine-building Industry.
MBA Degree from Chicago University Business School.
Doctoral Candidate in Economic Science.
From 2005 to 2008: Deputy Minister of Economic Development of the Russian Federation.
From 2008 to 2010: Deputy Head of the Executive Office of the Government of the Russian Federation.
From 2010 to the present: Managing Partner of Altera Capital investment fund.
Does not own shares of JSC Aeroflot.
Sergey Vladimirovich ALEKSASHENKO
independent Director
Born in 1959.
Graduated in 1986 from the Economics Faculty of Moscow State University. Doctoral Candidate in Economic Science.
From 2006 to 2008: Managing Director of Merrill Lynch, Chairman of Merrill Lynch.
From 2008 to the present: Director for Macroeconomic Research at the Higher School of Economics National Research University.
Owns 0.0002% of Charter Capital of JSC Aeroflot.
Sergey Viktorivich CHEMEZOV
Born in 1952.
Graduated from the Irkutsk Economics Institute and completed advanced courses at the Military Academy of the General Staff of the Armed Forces of the Russian Federation.
Doctor of Economic Science.
From 2004 to 2007: CEO of Federal Unitary Enterprise Rosoboronexport.
From 2007 to the present: CEO of State Corporation Russian Technologies (the Corporation is specialized in support for design, production and export of high-tech industrial goods).
Does not own shares of JSC Aeroflot.
Aleksey Andreyevich GERMANOVICH
Born in 1977.
Graduated from the Economics Faculty of Moscow State University and later from the Faculty of Journalism of Moscow State University (second higher education).
MBA Degree from Cranfield University (UK).
From 2002 to 2009: Deputy CEO of Severstal Group, member of the Executive Board of OJSC Severstal.
From 2009 to 2012: Director of Public Sector Programmes, Professor at Skolkovo Moscow School of Management.
From 2012 to the present: Director, member of the Executive Board, counselor at the Russian Direct Investment Fund.
Represents government interests as an independent director on the boards of a number of companies in the transport sector: OJSC State Transport Leasing Company (May 2012 to the present), OJSC SG-Trans (June 2011 to December 2012), OJSC LENMORNIIPPROEKT (June 2011 to May 2012), OJSC Automotive Transport Research Institute (Chairman of the Board of Directors from April 2011 to March 2013), etc.
Does not own shares of JSC Aeroflot.
Igor Vladimirovich KOGAN
Born in 1969.
Graduated from the Lenin State Teacher-training Institute, majoring in mathematics.
Doctoral Candidate in Economics.
At present: Chairman of the Supervisory Board of the Interbank Settlement System (non-profit partnership), Deputy Chairman of the Board of Directors of OJSC Nordea Bank, member of the Supervisory Council of OJSC Agency for Housing Mortgage Lending.
Does not own shares of JSC Aeroflot.
Igor Arnoldovich LOZHEVSKY
Independent Director.
Born in 1957.
Graduated from Omsk Polytechnical Institute and the University Of Massachusetts in Boston.
From 2007 to 2008: Chairman of Global Banking Service and Capital Markets in Russia and CIS at Dresdener Bank.
From 2008 to 2012: CEO of Deutsche Bank Group in Russia and CIS.
From 2013 to the present: Deputy Chairman of Deutsche Bank AG for the countries of Eastern Europe.
Does not own shares of JSC Aeroflot.
Aleksey Anatolievich NAVALNY
Independent Director.
Born in 1976.
Graduated from the Law Faculty of the Peoples’ Friendship University of Russia and the Finance and Credit Faculty of the Financial Academy attached to the Government of the Russian Federation.
In 2008 established the Minority Shareholders Union (works to protect the rights of private investors).
From 2010 to the present: Attorney in the MezhRegion Moscow Bar Association.
From 2011 to the present: Head of the Foundation for Combatting Corruption.
Does not own shares of JSC Aeroflot.
Gleb Sergeyevich NIKITIN
Born in 1977.
Graduated from St. Petersburg University of Economics and Finance with a Degree in Finance and Credit, St. Petersburg State University with a Degree in Law, the Russian Presidential Civil Service Academy, and completed a post-graduate course at the Russian Government Financial Academy.
Doctoral Candidate in Economic Sciences.
From 2006 to 2007: Head of Division at the Federal Agency for State Property Management.
From 2008 to 2012: Deputy Head of the Federal Agency for State Property Management.
From 2012 to the present: Deputy Minister for Industry and Trade.
Does not own shares of JSC Aeroflot.
Vitaly Gennadievich SAVELIEV
Born in 1954.
Graduated from Leningrad Polytechnical Institute specializing in Construction and Road-Building Equipment, and from the Palmiro Togliatti Engineering and Economics Institute with a Degree in Construction.
Doctoral Candidate in Economic Science.
From 2004 to 2007: Deputy Minister of Economic Development of the Russian Federation.
From 2007 to 2009: First Vice-President, Head of the Telecommunication Asset Development Division, First Vice-President and Head of the Telecommunication Asset business unit of JSFC Sistema.
From 2009 to the present: Chief Executive Officer of JSC Aeroflot, Chairman of the Executive Board of JSC Aeroflot.
Does not own shares of JSC Aeroflot.
Dmitry Petrovich SAPRYKIN
Born in 1974.
Graduated from Moscow State Law Academy with a Degree in Law and as a Master of Law (LL.M) from Cornell Law School, where he also took MBA courses.
Doctoral Candidate in Law.
From 2006 to 2007: CEO of OJSC Moscow Cellular Telecommunications.
From 2007 to 2009: Director of Transaction Support, Deputy Head of the Legal Division of JSFC Sistema.
From 2009 to the present: Deputy CEO of Aeroflot for Legal and Property Issues.
Acquired 788,700 shares of JSC Aeroflot, or 0.071% of Charter Capital. The shares were acquired on 29.12.2012. Together with previously owned shares, the total stake in Aeroflot Charter Capital held by Mr Saprykin is 0.115%.
Aleksander Vasilievich TIKHONOV
Born in 1957.
Graduated from Kiev Higher Political Institute for the Navy with a Degree in Political-Military activities.
From 2006 to 2009: Director of the Structural Reform Department of the Russian Ministry of Transport.
From 2009 to the present: Director of the Property Relations and Territorial Planning Department of the Russian Ministry of Transport.
Does not own shares of JSC Aeroflot.
