Committees established by the Board of Directors are responsible for conducting a preliminary review of critical matters related to the Company’s activities and making recommendations for decision making on matters reserved for the Board. To effectively discharge their responsibilities, the committees may consult with the Company’s governance bodies and seek opinions from independent external advisors.
In the reporting year, six committees were formed under the Board of Directors, five of which consisted of five members, while the Transactions Committee comprised three directors. The formation procedure, composition, and activities of the committees are governed by the regulations of the respective committees, approved by the Board of Directors.
According to the Articles of Association, Board committees are chaired by directors who are not members of the Company’s executive bodies and must include independent directors. A Board member may not chair more than two committees.
Structure of Board committees
Board committees
Number of directors, people
Status of the Chairman of the Committee
Independent directors, %
Non‑executive directors, %
Executive directors, %
Board committees
Number of directors, people
Status of the Chairman of the Committee
Independent directors, %
Non‑executive directors, %
Executive directors, %
Strategy Committee
5
Independent
40
60
0
Budget Committee
5
Non‑executive
40
60
0
Corporate Governance, Nomination, and Remuneration Committee
5
Independent
60
40
0
Audit Committee
5
Independent
80
20
0
Sustainable Development and Climate Change Committee
5
Independent
60
40
0
Transactions Committee
3
Non‑executive
0
67
33
Number of Board committee meetings
In 2025, Board committees held
54meetings,
including one joint meeting,
and reviewed
110
matters
Strategy Committee
The Committee is 40% independent, with an independent director serving as Committee Chairman.
The Strategy Committee is made up of five directors, two of whom are independent, including the Committee Chairman. In the reporting year, five meetings of the Committee were held in person, at which 11 matters were discussed.
The Strategy Committee assists the Board of Directors by conducting preliminary reviews on matters related to:
shaping the Company’s sustainable development strategy
investment planning and business restructuring
engagement with capital markets.
During the reporting year, the Committee discussed the Company’s development approaches, reviewed reports on health and safety, and analysed the results of finished product sales (including metals markets review). In addition, the Committee reviewed the implementation status of the IT programme and took into account updates on the Company’s geological exploration strategy, considered the strategy for implementing the three‑year plan for 2026–2028, and the refreshed fuel and energy development strategy.
In 2026, the Committee plans to continue monitoring the implementation of functional strategies, tracking progress on the Company’s key promising projects, and reviewing management reports on other matters within its remit.
Budget Committee
The Committee is 40% independent, with a non‑executive director serving as Committee Chairman.
Nornickel’s current Budget Committee is made up of five directors, two of whom are independent.
In 2025, the Committee held seven meetings, including five meetings in person, and reviewed eight matters.
In the reporting year, the Committee was provided with information on the status of the Operational and Investment Efficiency Programme, as well as on the comprehensive macroeconomic forecast for 2026. In accordance with the approved schedule, the Budget Committee also approved and recommended that the Board of Directors approve Nornickel’s 2026 budget.
Corporate Governance, Nomination, and Remuneration Committee
The Committee is 60% independent, with an independent director serving as Committee Chairman.
The Committee is made up of five directors, three of whom are independent, including the Committee Chairman.
In the reporting year, the Committee held 12 meetings, including three meetings in person, with 20 matters discussed.
In 2025, the Committee made recommendations to the Board of Directors on matters related to decision making on convening, preparing, and holding the Annual General Meeting of Shareholders, as well as on matters reserved to the General Meeting of Shareholders, including the remuneration and reimbursement of expenses for members of the Board of Directors and the Audit Commission, and liability insurance and indemnity for members of the Board of Directors and the Management Board.
During the reporting year, the Committee also provided recommendations to the Board regarding changes to the Company’s Management Board, and the approval of a number of internal documents. The Committee reviewed the Long‑Term Incentive Programme for the Group’s Key Employees, took note of the status of the Digital Investor programme, and approved the Group’s team KPIs. In preparation for the Annual General Meeting of Shareholders held on 27 June 2025, the Committee assessed whether the candidates for the Company’s Board of Directors met the independence criteria. In addition to the matters considered during the reporting year, the Committee reviewed the results of the annual evaluation of the Board of Directors’ performance for 2024, which concluded that both the Board and the Corporate Secretary of Nornickel performed their duties effectively.
Audit Committee
The Committee is 80% independent, with an independent director serving as Committee Chairman.
The Audit Committee plays an important role in enabling controls and accountability, serving as an effective interface between Nornickel’s Board of Directors, Audit Commission, independent auditor, Internal Audit Department, and management.
The Audit Committee is made up of five directors, four of whom are independent, including the Committee Chairman. On average, Committee members have more than ten years of experience in finance.
In 2025, the Committee held 12 meetings, including six meetings in person. The Committee also held one joint meeting with the Sustainable Development and Climate Change Committee. A total of 38 matters were discussed.
During 2025, the Audit Committee prepared a number of recommendations for the Board of Directors to support decision making regarding the accuracy and reliability of Nornickel’s financial statements. On a quarterly basis, the Committee reviewed and took into account the results of internal audits and reports of the Internal Control Department. The Committee also reviewed reports from the Risk Management Service on the Company’s key risks and from the Centre for Monitoring Technical, Production, and Environmental Risks, the Company’s risk appetite statement for 2025, and the report of the Procurement Department on the procurement of materials and equipment.
In 2025, apart from the matters mentioned above, the Audit Committee:
signed off on the annual audit plan and internal audit development plans
signed off on bonus‑related; performance targets for the Internal Audit Department Director;
discussed the results of completed audits, including gaps identified and remedial actions designed by management to improve internal controls and minimise risks;
reviewed the status of the Procurement Excellence Programme.
Sustainable Development and Climate Change Committee
The Committee is 60% independent, with an independent director serving as Committee Chairman.
The Committee is made up of five directors, three of whom are independent, including the Committee Chairman.
In the reporting year, the Committee held four meetings, including three meetings in person, and one joint meeting with the Audit Committee. A total of 22 matters were discussed.
One of the key matters considered by the Committee in the reporting year was the implementation status of the Comprehensive Plan for the Socially Sustainable Development of Norilsk and the progress under the Environmental and Climate Change Strategy. The Committee took note of progress in implementing the Socially Sustainable Development Strategy. Throughout 2025, the Committee pre‑reviewed and made recommendations to the Board of Directors regarding the approval of the Policy on Managing the Health and Safety of Contractors, the new Policy of Engagement with Indigenous Small‑Numbered Peoples, Norilsk Nickel Group’s Sustainability Report, Human Rights Report, and Responsible Supply Chain Report for 2024.
Transactions Committee
The Committee is made up of three directors, including two executive directors and one non‑executive director. In accordance with the Regulations on the Transactions Committee, the Committee must have three members, with an option to increase its membership subject to a decision by the Board of Directors.
In the reporting year, the Committee held 13 meetings, including two meetings in person and 11 meetings in absentia. 16 matters were discussed.
Throughout 2025, the Committee reviewed and made recommendations to the Board of Directors regarding matters relating to capital raising and the Company’s bond transactions. During the reporting year, the Transactions Committee also approved amendments to the Exchange‑Traded Bond Programme and the Securities Prospectus, thereby expanding the Company’s flexibility in bond placements.