X5 Group (Пятерочка). Годовой отчет за 2021 год - часть 22

CORPORATE GOVERNANCE

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REMUNERATION REPORT

170

2021 Management Board remuneration 

Ad (2) Short-term incentive (STI)

The following table provides an overview of the 
Management Board’s remuneration in 2021 (in millions 
of Russian roubles). 

The short-term incentive is an annual cash bonus 
ensuring focus on the achievement of performance 
targets over the financial year. It drives behaviour and 
reflects the key priorities for the year. At the beginning 
of each financial year, the Supervisory Board 
determines the performance measures and their 
relative weight, and the targets to be achieved for each 
performance measure, based on X5’s business 
priorities for that year. For each measure, performance 
ranges are set, i.e. the value below which no payout will 
be made (the threshold), the on-target value and the 
maximum payout level.   

Performance measures are aligned with the 
Company’s objective to deliver sustainable value to 
shareholders and other stakeholders, and include:  

Furthermore, divisional and individual targets may be 
set for other members of the Management Board and 
Executive Board. All performance measures contribute 
to the Company’s success in the short term, while also 
securing the Company’s long-term objectives. X5 does 
not disclose the actual targets as this is considered 
commercially sensitive information.   

The following table reflects the STI achievement and 
payout for 2021. 

Ad (1) Base salary

The base salary of the CEO and the other members of 
the Management Board is determined by the 
Supervisory Board and derived from compensation 
levels in peer group companies based on the salary 
benchmarking survey conducted annually.   

For Igor Shekhterman, the total remuneration in the 
table includes remuneration paid in the Netherlands 
and Russia: as a Russia-based member of the 
Management Board, Igor Shekhterman also has a 
contract of employment with an operational subsidiary 
in Russia. Under this contract, 75% of his total base 
salary as well as variable remuneration components 
are paid in Russia. No other remuneration has been 
granted or allocated by subsidiaries or other 
companies whose financials are consolidated by the 
Company to members of the Management Board.

Following his re-appointment for a two-year term at 
the 2021 Annual General Meeting, the CEO’s total 
direct compensation was set, in case of on target 
performance, at the 90th percentile. The total 
contractual annual base salary for Igor Shekhterman 
was increased to RUB 120,000,000 (2020: 
RUB 70,000,000), in recognition of the rapidly increasing 
size and complexity of X5. In accordance with Russian 
labour law, the base salary is adjusted based on the 
number of days spent on vacation. The amount also 
includes other fixed benefits not exceeding 2% of the 
total contractual annual base salary. 

The base salaries of Frank Lho

ë

st and Quinten Peer 

are set at, respectively, EUR 315,000 and EUR 275,000.   

Financial measures related to the Company’s 
operational performance, consisting of key financial 
metrics which typically reflect X5’s goal of expanding 
market share while focusing on margins to increase 
profitability and prudently managing capital 
spending and expenses

Measures that reflect specific strategic and key 
business priorities of the Company. In 2021, these 
measures consisted of e-commerce performance, 
the level of digitalisation to achieve business 
efficiencies, as well as the expansion of the hard 
discounter format Chizhik launched in 2020

YEAR

BASE 

SALARY ¹

SHORT-TERM 

INCENTIVE ²

LONG-TERM 

INCENTIVE ³ 

SOCIAL

SECURITY

COST ⁴

FIXED

VS VARIABLE 

REMUNERATION

TOTAL

NAME

I. Shekhterman

2021 

2020

104 

74

88 

59

122 

108

44 

34

358 

275

33%–67% 

31%–69%

F. Lho

ë

st

2021 

2020

27 
27

16 

17

1 

44 
44

63%–37% 

61%–39%

Q. Peer

2021 

2020

24 

23

15 
15

1 

40 

38

62%-38% 

61%–39%

Total 

2021 

2020

155 

124

119 

91

122 

108

46 

34

442 

357

— 
—

— 
—

— 
—

CORPORATE GOVERNANCE

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REMUNERATION REPORT

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Ad (2) Short-term incentive (STI)

Igor Shekhterman

Frank Lho

ë

st

Quinten Peer

Chief Executive Officer

Company Secretary

Chief Operating Officer 
(X5 Retail Group N.V.)

61.20%

63.20%

86.20%

Revenue X5

X5 revenue 

X5 revenue 

X5 LFL sales 

X5 LFL sales

X5 LFL sales 

X5 ROI 

X5 ROI 

X5 ROI 

X5 digital channels revenue 

X5 digital channels revenue 

X5 digital channels revenue 

Digitalisation index

Digitalisation index

Digitalisation index

Individual KPI

Individual KPI

Rollout of Chizhik 

Divisional KPI

Divisional KPI

Total

Total

Total 

PERFORMANCE 

MEASURE *

20%

12.5%

12.5%

15%

10%

10%

25%

12.5%

12.5%

10%

20%

10%

10%

25%

25%

10%

25%

25%

100%

5%

5%

100%

100%

WEIGHT

97.1%

97.1%

97.1%

Below threshold

Below threshold

Below threshold

107.3%

107.3%

107.3%

87.7%

87.7%

87.7%

105.6%

105.6%

105.6%

110%

120%

Achieved

118.4%

120%

REALISED 

PERFORMANCE

88.6% 

88.6% 

88.6% 

114.7% 

114.7% 

114.7% 

75.4% 

75.4% 

75.4% 

111.2%

111.2%

111.2%

110%

120%

100%

136.8%

140%

RESULTING PAYOUT

AS % OF TARGET

0.0%

0.0%

0.0%

17.72%

11.08%

11.08%

0.0%

0.0%

0.0%

28.67%

14.34%

14.34%

7.54%

3.77%

3.77%

22.24%

11.12%

11.12%

27.50%

30.00%

10.00%

34.21%

35.00%

102.0%

105.3%

86.2%

ACTUAL BONUS

(% OF PAYOUT *WEIGHT)

TOTAL BONUS PAYOUT

OF BASE SALARY

The total STI payout may be adjusted up- or 
downwards by up to 20% of the target payout at the 
discretion of the Supervisory Board. The target payout 
as a percentage of base salary is 100% for the CEO 
and other members of the Executive Board and 60% 
for Management Board members, contingent on the 
targets being fully achieved.   

For the reporting year 2021, the achievement of 
performance targets was assessed and determined
by the Supervisory Board for each Management Board 
member individually.   

For Igor Shekhterman, the STI opportunities are 
weighted 100% based on the Group’s financial and 
non-financial performance measures. For 2021, it 
results in a total payout of 86.2% of the target payout 
(or base salary).   

For Frank Lho

ë

st and Quinten Peer, the STI targets 

are weighted at 50% for the Group’s financial and 
non-financial performance measures, 25% for 
division-related targets and 25% for individual, 
function-related performance measures, also with 
revenue and profitability thresholds as a condition 
for STI payout. For 2021, it results in an aggregate 
cash payout of 102.0% of the target payout, or 61,2% 
of the base salary for Frank Lho

ë

st and 105.3% 

of the target payout or 63.2% of the base salary 
for Quinten Peer consequently.  

* For each performance measure, a threshold, target and maximum 
performance level is set with the following STI payout, as a percentage 
of target payout: 

Threshold performance: varies per performance measure and reflects 
the level of ambition to achieve it

For each measure, payout in between these performance levels is on 
a straight-line basis; below threshold performance the payout is zero, 
whereas beyond maximum performance it is capped at 140% of payout 
at target.  

Target performance: 100% of target payout

Maximum performance: 140% of target payout (per quantitative target) 
and 120% of target payout (per qualitative target) 

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Ad (3) Long-term incentive (LTI)

Ad (4) Social security cost

The CEO and other members of the Executive Board 
participate in the Company’s long-term incentive 
programme. Under the LTI programme, performance is 
calculated and cash awards are paid after a revolving 
three-year performance period, with a 50% deferred 
payout subject to maintaining achieved targets in the 
fourth year, with a profitability threshold as a condition 
for deferred payout. This creates a focus on long-term 
goals throughout the programme and provides an 
effective mechanism for motivating and retaining 
members of management who are critical to the 
ongoing success of the Company. 

For the CEO, the long-term incentive amount in 2020 
represents an accrual-based amount in line with IFRS 
requirements (see note 28, “Staff costs”, on pages 
232-237). On 31 December 2020, the 2018–2020 LTI 
programme came to an end, with targets and 
thresholds achieved. In recognition of exceptional 
results and efforts during the period, the LTI reward 
includes an additional one-off amount of RUB 
30,000,000 awarded at the discretion of the 
Supervisory Board. This additional reward represents a 
deviation from the remuneration policy and increases 
the weight of the LTI in the Total Direct Compensation. 

The 2021 Annual General Meeting approved the 
2021–2023 LTI programme. Performance indicators 
tunder he programme have a one- or three-year 
vesting period.   

Targets under the LTI reflect the Company’s strategy to 
achieve leadership in customer recognition through 
continuously evolving value propositions in the food 
market, while setting the industry standard in digital 
transformation and omnichannel growth. Long-term 
performance measures to support this strategy are 
sustained leadership in terms of enterprise value 
multiple and market share, with profitability and net 
debt/EBITDA thresholds to remain focused on margins, 
business efficiency and prudent financial and balance 
sheet management. In addition, the LTI programme 
includes a non-financial target to support the 
Company’s ESG strategy. 

For the year ended 31 December 2021, the social 
security costs include statutory pension contributions 
in the amount of RUB 29 (2020: RUB 22).

The following table reflects the LTI performance and payout for the CEO (in millions of Russian roubles) for the
2018–2020 LTI programme:

The size of each individual cash award is based on the participant’s annual base salary and LTI scale reflecting his/her 
role and position as well as his/her contribution to meeting the LTI targets at both the individual and team levels, with 
a maximum of 133% per year of the participant’s base salary during the three-year programme.  

PERFORMANCE 
MEASURE

WEIGHT

TARGET 

PAYOUT %

ACHIEVEMENT

CASH

REWARD ¹

50% PAYOUT

IN 2021

50% PAYOUT

IN 2022 ²

LTI 2018–2020 

Revenue

EV/EBITDA 
multiple

50%

100%

100%

155

77.5

80.3

50%

100%

100%

155

77.5

80.3

Multiple calculated and accrued on an annual basis. 

Long-term shareholder value creation through 
sustained leadership in the Russian food 
market, with a 15% share in grocery and a 20% 
share in e-grocery by the end of 2023. 

Long-term shareholder value creation through 
sustained leadership in the Russian food 
market, with a 15% share in grocery and a 20% 
share in e-grocery by the end of 2023. 

Achievement of ESG targets under X5’s 
“30×30” Sustainability Plan.  

Net debt/EBITDA 
EBITDA margin

Net debt/EBITDA 
EBITDA margin

In 2024 (50%) and 
2025 (50%, subject
to EBITDA threshold) 

In 2024 (50%) and 
2025 (50%, subject
to EBITDA threshold) 

Net debt/EBITDA 
EBITDA margin

In 2024 (50%) and 
2025 (50%, subject
to EBITDA threshold) 

EV/EBITDA 
multiple

Market share

45%

5%

50%

Sustainability

X5 market share relative to competition in the 
Russian food retail segment throughout the 
programme, with an annual revenue growth 
threshold. If the threshold is not achieved in a 
specific year, one-third of the target payout is 
not accrued. The minimum payout level is 60%, 
and the maximum is 140%, depending on 
achievement level. 

PERFORMANCE 
MEASURE

WEIGHT

DEFINITION 

THRESHOLDS

LINK TO STRATEGY

PAYOUT

To achieve by the end of 2023:

1. Reduce CO  emissions by 10%

₂

2. Increase the share of recycled solid waste  

to 95%

3. Increase the share of private label goods

in sustainable packaging to >50%

1 Including an additional one-off amount of RUB 30,000,000 awarded at the discretion of the Supervisory Board.

2 The EBITDA threshold as a condition for payout of the deferred LTI component was achieved throughout 2021. According to the LTI programme rules, the 

deferred payout in 2022 equals 50% of the cash reward increased with 12 months’ interest at the Sberbank deposit rate of 3.65% on 31 December 2020.

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Other policy information and contract terms

Other remuneration components 

Members of the Executive Board may be offered a 
number of other arrangements, such as an expense 
allowance, medical insurance, accident insurance and 
life insurance, in accordance with Company policy. The 
Company’s policy does not allow personal loans or 
guarantees to members of the Executive Board, nor 
does the Company provide pension arrangements for 
members of the Executive Board. 

Legacy arrangements

As disclosed when Mr Shekhterman took office in 2015, 
he is entitled to a minimum annual compensation 
package of USD 4,000,000. Should the minimum 
annual compensation exceed the total annual 
remuneration based on fixed and variable 
components, Mr Shekhterman will be entitled to the 
difference upon completion of his full term as CEO. 
Furthermore, Mr Shekhterman is eligible for termination 
compensation of up to USD 5,000,000 at the 
discretion of the Supervisory Board, repayable in case 
of breach of the non-competition obligations as 
described herein under “Contractual arrangements”. 

Clawback

The Supervisory Board may recover from the 
Management Board members all or part of a paid 
bonus derived from the STI or LTI if such bonus is 
based on incorrect information regarding the targets 
or the conditions of the bonus. Furthermore, the 
Supervisory Board has the discretionary authority to 
adjust an unpaid bonus to an appropriate amount if 
payment of the bonus is considered unreasonable or 
unfair. 

Contractual arrangements

Members of the Management Board are engaged on 
the basis of a Management Services Agreement with a 
maximum four-year term, to be extended upon 
reappointment by the General Meeting of 
Shareholders. The CEO, as a Russia-based member of 
the Management Board, also has a contract of 
employment with an operational subsidiary in Russia. 
The fixed and variable salary components stipulated in 
each contract reflect the relevant responsibilities of the 
CEO in the Netherlands and in Russia.   

The severance payment is generally limited to six 
months’ base salary; however, the Supervisory Board 
may increase this to a maximum of one year’s base 
salary if required under individual circumstances. For 
the CEO and other members of the Executive Board, 
the severance pay is structured as a non-competition 
reward payable in quarterly instalments following 
contract termination, subject to compliance with non-
competition conditions. The non-competition period 
for the CEO is 12 months and six months for other 
Executive Board members. In case of breach of the 
non-competition obligations, the contract provides for 
a penalty in the amount of two annual base salaries for 
the CEO and one annual base salary for other 
Executive Board members. No severance pay will be 
awarded if the agreement is terminated at the initiative 
of the Management or Executive Board member, or in 
the event of seriously culpable or negligent behaviour 
on his/her part.   

Agreements with members of the Management Board 
may be terminated by either party with a notice period 
of two months or, in the case of the CEO, three 
months.

Insurance and indemnity arrangements 

Members of the Management Board as well as certain 
senior management members are insured under X5’s 
Directors and Officers Insurance Policy.    

Although the insurance policy provides broad 
coverage, X5’s directors and officers may incur 
uninsured liabilities. Under the Company’s Articles of 
Association, members of the Management Board are 
indemnified by the Company against any claims arising 
out of or in connection with the general performance 
of their duties, provided that such claim is not 
attributable to gross negligence, wilful misconduct or 
intentional misrepresentation by the director or officer 
in question.  

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Remuneration of the Supervisory Board

Objectives and benchmarking

2021 Supervisory Board remuneration

Supervisory Board fees are set at an appropriate level 
to attract individuals with the necessary experience, 
knowledge and ability to make a significant 
contribution to the Company’s strategy, long-term 
development and sustainability. As such, the 
remuneration policy supports the long-term 
development of the Company, while aiming to fulfil all 
stakeholders’ requirements.  

The level and structure of remuneration for members 
of the Supervisory Board is periodically benchmarked 
against a reference group of Dutch and other 
European companies that are comparable in size and 
complexity, as well as leading Russian and international 
retailers. In order to attract the most talented 
individuals with the necessary experience, knowledge 
and ability, the cash allowances for members of the 
Supervisory Board are set between the 50th and the 
75th percentile. For the current Supervisory Board 
fees, the peer group consisted of 33 mostly 
non-Russian international companies in various retail 
sectors, i.e. food retail and wholesale (61%), drug retail 
(9%), specialty retail and other types of retail (30%). 

In 2021, the remuneration policy for members of the Supervisory Board was applied.   

The following table provides an overview of the Supervisory Board’s remuneration that became unconditional
in 2021 or at year end (in millions of Russian roubles).  

The Company acknowledges that the awarding of 
shares to members of the Supervisory Board 
constitutes a deviation from the Dutch Corporate 
Governance Code. However, in addition to the cash 
allowance, X5 believes it is necessary to compensate 
members of the Supervisory Board in the form of 
equity to align the interests of Supervisory Board 
members with the long-term interests of shareholders 
and to strengthen their commitment to the future of 
the Company. The equity-based awards paid to 
members of the Supervisory Board are computed with 
respect to the fixed board fee of each member and are 
therefore not performance-based. While the total 
remuneration including the equity component may 
exceed the benchmark for the chairman and 
committee chairs, X5 believes that the level and 
structure of the remuneration of the Supervisory Board 
members safeguard their independence of judgement 
and thought, and adequately reflect the time spent 
and the responsibilities of their role.

NAME

POSITION

2021

2021

2021

2020

2020

2020

Peter Demchenkov

Geoff King ³

Chairman, Nomination and 
Remuneration Committee 

Chairman, Audit and Risk 
Committee

30

22

−

22

21

−

52

43

−

22

21

−

21

−

13

13

−

20

19

31

−

2

9

35

34

−

41

−

Michael Kuchment ³

10

10

20

10

6

16

Nadia Shouraboura

Chair, Sustainable Development 
and Innovation Committee

17

11

28

12

6

18

Marat Atnashev ¹

−

−

−

−

−

−

Alexander Tynkovan ²

8

2

10

−

−

−

Karl-Heinz Holland ³

3

2

5

8

5

13

Mikhail Fridman

1, 3

Stephan DuCharme ³

Richard Brasher

2, 3

1 Mikhail Fridman and Marat Atnashev, in their role as representatives of CTF Holdings S.A., have waived any entitlement to Supervisory Board remuneration, 

whether in cash or restricted stock units.

2 Richard Brasher and Alexander Tynkovan were appointed on 12 May 2021. 

3 Karl-Heinz Holland stepped down as of 12 May 2021. Stephan DuCharme and Mikhail Fridman stepped down as of 1 March 2022. Richard Brasher stepped 

down as of 4 March 2022. Geoff King stepped down as of 11 March 2022. Michael Kuchment stepped down as of 25 March 2022.

TOTAL 

REMUNERATION ³

SHARE-BASED 

COMPENSATION ²

BASE 

REMUNERATION ¹

12

7

CORPORATE GOVERNANCE

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REMUNERATION REPORT

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Restricted stock units awarded and outstanding to members of the Supervisory Board 

Ad (2) Share-based compensation

The share-based compensation reflects the accrued 
amounts related to the Restricted Stock Unit Plan 
(see table to the right).   

Each remunerated Supervisory Board member is 
entitled to an annual equity award in the form of 
restricted stock units (RSUs), for an award value equal 
to his/her annual cash allowance.   

In accordance with the remuneration policy, 
Supervisory Board members Stephan DuCharme, Peter 
Demchenkov, Geoff King, Michael Kuchment, Nadia 
Shouraboura, Richard Brasher and Alexander Tynkovan 
were awarded a number of RSUs equal to 100% of 
their gross annual cash allowance in 2021 divided by 
USD 31.36, the average market value of one GDR as of 
20 May 2021 ,  the award date. The RSUs awarded in 
2021 will vest in 2024, followed by a lock-in period 
ending in 2026. 

¹

Ad (3) Total remuneration

No other remuneration has been granted or allocated 
by subsidiaries or other companies whose financials 
are consolidated by the Company to members of the 
Supervisory Board.

Ad (1) Base remuneration

In 2020, the General Meeting of Shareholders 
approved the remuneration policy for the Supervisory 
Board. Annual fees are as follows:    

NAME

TRANCHE

RSU

AWARDED

IN 2017

s 

RSU  

AWARDED

IN 2018⁴

s

RSU  

AWARDED

IN 2019⁵

s

RSU  

AWARDED

IN 2020

s

RSU  

AWARDED 

IN 2021

s

YEAR OF 
VESTING

RSU  

VESTED

s

VALUE ON 

VESTING 

DATE²

VESTED 

GDR  

AFTER 

TAX

s

GDR  

LOCKED UP 

AS OF

31/12/2021³

s

RSU  

OUTSTANDING 

AS OF

31/12/2021

s

RSU  

OUTSTANDING 

AS OF

31/12/2020

s

END OF 

LOCK-UP 

PERIOD

8

8

8

8

9

9

9

9

10

10

10

10

11

11

11

11

12

12

12

12

9,631

5,618

8,026

3,210

9,977

7,982

9,977

 3,991

9,722

8,942

9,373

4,099

9,335

9,800

1,995

3,749

3,684

9,211

4,274

5,133

13,448

1,995

4,099

4,274

7,798

3,245

3,245

 9,747

4,523

2020

2020

2020

2020

2021

2021

2021

2021

2022

2022

2022

2022

2023

2023

2023

2023

2024

2024

2024

2024

9,631

5,618

8,026

3,210

9,977

7,982

1,995

2,498

1,228

9,977

3,991

23

21

18

12

5

–
–

23

18

9

7

9,631

3,803

5,433

2,173

9,977

4,240

1,304

1,633

802

5,300

3,991

9,631

3,803

 5,433

2,173

9,977

4,240

5,300

3,991

9,722

8,942

9,373

4,099

9,335

9,800

9,211

4,274

5,133

13,448

9,747

4,523

9,722

8,942

9,373

4,099

9,977

7,982

9,977

3,991

9,335

9,800

9,211

4,274

2022

2022

2022

2022

2024

2024

2024

2024

2023

2023

2023

2023

2025

2025

2025

2025

2026

2026

2026

2026

S. DuCharme

P. Demchenkov

K.-H. Holland⁵

G. King

M. Kuchment

9

10

9

11

10

12

11

2021

2022

2021

2023

2022

2024

2023

1,995

5

1,502

1,502

4,274

4,099

7,798

1,995

3,749

3,684

4,099

1,995

4,274

3,245

3,425

2023

2023

2025

2024

2024

2026

2025

N. Shouraboura

12

2024

2026

R. Brasher⁶

12

2024

2026

A. Tynkovan⁶

1 Under the rules of the RSU Plan, the average market value is defined as the volume-weighted average price of a GDR over the 30 calendar days immediately preceding 19 May 2019. The volume-weighted average price is calculated using the 

closing price of a GDR taken from the Official List of the London Stock Exchange.

2 The vesting date is 19 May of each respective year of vesting. If 19 May falls on a weekend, the vesting date is the immediately following business day (in 2018: 21 May; in 2019: 20 May).  

3 The number of GDRs held during the lock-up period is equal to the number of vested RSUs minus GDRs sold to cover taxes, if any.    

4 The 2018 RSUs for Karl-Heinz Holland and Nadia Shouraboura were effectively awarded in 2019, as both were appointed as Supervisory Board members after the award date in 2018. The awards were based on a 6/12 pro rata factor. 

5 Karl-Heinz Holland stepped down from the Supervisory Board on 12 May 2021. As per the RSU Plan, all of the RSUs awarded in 2019 under tranche 9 (i.e. 1,995 RSUs), two-thirds of the RSUs awarded in 2019 under tranche 10 (i.e. 2,499 RSUs) 

and one-third of the RSUs awarded in 2020 under tranche 11 (i.e. 1,228 RSUs) vested on 12 May 2021. The lock-up on vested GDRs (i.e. 5,722 RSUs) under tranches 9, 10 and 11 was lifted as of 12 May 2021. After tax, Mr Holland was entitled to the 
immediate release of 3,739 GDRs relating to awards under tranches 9–11.   

6 The awards made under tranche 12 are based on a 9/12 pro rata factor, as both Richard Brasher and Alexander Tynkovan were appointed as Supervisory Board members during 2021. 

ROLE

FEE (EUR) 

Additional allowance for:

Supervisory Board Chair

250,000

Supervisory Board Member

100,000

Committee Chair

100,000

Supervisory Board Vice Chair

50,000

Committee Member

16,000

CORPORATE GOVERNANCE

|

REMUNERATION REPORT

176

Other policy information and contract terms

Other policy information and contract terms

Other information

Other items

Total remuneration 

Supervisory Board members benefit from liability 
insurance coverage and reimbursement of expenses. 
The Company does not grant variable remuneration 
to Supervisory Board members; they do not accrue 
any pension rights and are not eligible for personal 
loans or guarantees.

The annual remuneration for Management Board 
and Supervisory Board members during 2021 
amounted to RUB 640 mln (2020: RUB 519 mln). 

Other arrangements

No (personal) loans were granted to the members 
of the Management Board or of the Supervisory Board, 
and no guarantees or the like were granted in favour 
of any of the members of the Management Board 
or of the Supervisory Board. No severance payments 
were granted to members of the Management Board 
or of the Supervisory Board in 2021, and no variable 
remuneration was clawed back. 

Shareholder voting 

This Remuneration Report will be submitted to the 
2022 Annual General Meeting of Shareholders for 
an advisory vote.

Supervisory Board members do not receive any other 
benefits or entitlements and are not entitled to any 
severance payment or benefits upon termination 
of their appointment. Supervisory Board members are 
appointed and reappointed based on the provisions 
of the law and Articles of Association of the Company. 

No clawback or change-in-control arrangements are 
in place for Supervisory Board members.

Legacy arrangements

Mr King was appointed as a member of the 
Supervisory Board by the General Meeting of 
Shareholders on 7 May 2015 and, as of the same date, 
he was appointed by the Board as Chairman of both 
the Audit and Risk Committee and the Related Party 
Committee, with an annual base fee of EUR 250,000. 
In December 2019, the Board resolved to dissolve the 
Related Party Committee as of 1 January 2020, 
integrating its responsibilities into the overall remit 
of the Audit and Risk Committee. In view of the 
additional tasks assumed by Mr King as Chairman 
of the Audit and Risk Committee, and his membership 
of the Nomination and Remuneration Committee 
as of 18 March 2020, Mr King’s annual fee remained 
unchanged.    

The table to the right reflects the total remuneration 
of each member of the Supervisory Board in the five 
most recent financial years (in millions of Russian 
roubles).  

The Supervisory Board 
19 May 2022

1 Mikhail Fridman and Marat Atnashev, in their role as representatives of CTF Holdings S.A., have waived any entitlement to Supervisory Board remuneration, whether in cash or restricted stock units. 

2 Karl-Heinz Holland stepped down as of 12 May 2021. Stephan DuCharme and Mikhail Fridman stepped down as of 1 March 2022. Richard Brasher stepped down as of 4 March 2022. Geoff King stepped down as of 11 March 2022. 

Michael Kuchment stepped down as of 25 March 2022.

3 Richard Brasher and Alexander Tynkovan were appointed on 12 May 2021. 

NAME

2021

2019

2017

2020

2018

Peter Demchenkov

Karl-Heinz Holland ²

Geoff King ²

Marat Atnashev ¹ 

Mikhail Fridman

Nadia Shouraboura

Stephan DuCharme  ²

Richard Brasher 

Michael Kuchment ²

Alexander Tynkovan  ³

52

5

43

−

−

28

31

9

20

10

31

11

36

−

−

12

40

−

15

−

20

−

34

−

−

−

34

−

24

−

35

13

34

−

−

18

41

−

16

−

24

4

35

−

−

4

39

−

13

−

², ³

¹, ²

Financial 

Statements

Consolidated Financial Statements

179

Notes to the Consolidated Financial Statements

184

Company Financial Statements

250

Notes to the Company Financial Statements

252

Other information

265