Board committees

Committees established by Nornickel’s 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 Nornickel’s governance bodies and seek opinions from independent external advisors.

In the reporting year, the Board of Directors had six committees, 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.

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 2024, the Committee held six in‑person meetings.

The Strategy Committee assists the Board of Directors by conducting preliminary reviews on matters related to:

• building a sustainability strategy
• investment planning and structural changes
• engagement with capital markets.

During the reporting year, the Strategy Committee made recommendations to the Board of Directors and took into account updates on the progress and status of Nornickel’s major investment projects, including the Sulphur Project, the Company’s sales and marketing activities, and assessment of the impact of the current macroeconomic environment on the Company’s future production programme, long‑term investment plans, and financial model. During the reporting year, the Committee discussed the Company’s development approaches, reviewed reports on occupational 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 as well as the innovation and R&D strategies, and took into account updates on the Company’s geological exploration strategy and the refreshed fuel and energy development strategy.

In 2025, 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 2024, the Committee held six meetings, including two in absentia.

During the reporting year, the Budget Committee was presented with an overview of initiatives under the efficiency programme and took into account updates on metal price and foreign exchange (FX) forecasts. The Budget Committee also approved and recommended that the Board of Directors approve Nornickel’s 2025 budget.

Key functions

Reviewing and preparing proposals and recommendations to the Board of Directors regarding dividends and the Company’s dividend policy

Preparing recommendations to the Board of Directors on the establishment and use of the Company’s reserve and other funds

Organising and monitoring the Company’s budgeting and business planning processes

Monitoring the execution of budgets and business plans

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 18 meetings, including 13 in absentia and four in person, one of which was a joint in‑person meeting with the Sustainable Development and Climate Change Committee.

To improve the Company’s corporate governance system and ensure alignment with best corporate practices, the Corporate Governance, Nomination, and Remuneration Committee initiated a review of selected elements of the Company’s corporate governance and incentive system during the reporting year, engaging external consultants approved by the Committee in March 2024, whose reports on the assessment of corporate governance elements were reviewed by the Committee in August 2024.

The reports on the assessment of corporate governance elements presented by Strategy Partners, Stonebridge Legal, and Ward Howell (JSC VECTOR LEADERSHIP) informed the Committee’s recommendations to the Company’s management, which is now developing related initiatives in line with best corporate practices and the Bank of Russia’s guidance to incorporate these recommendations.

In 2024, 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 year, the Committee also provided recommendations to the Board regarding changes to the Company’s Management Board, the approval of multiple internal documents, amendments to the Corporate Secretary’s employment contract, and the extension of his term of office. The Committee took into account updates on the Digital Investor programme and the Human Capital Programme, and signed off on the KPIs for the fourth cycle of the Long‑Term Incentive Programme for the Group’s Key Employees. In preparation for the Annual General Meeting of Shareholders held on 28 June 2024, 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 2023, 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 10 years of experience in finance.

In 2024, the Committee held 12 meetings, including seven in person and five in absentia.

During 2024, 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 internal control activities. The Committee also reviewed reports prepared by the Risk Management Service on the Company’s key risks, reports by the Inspection Department for Monitoring Technical, Production, and Environmental Risks, and a report on the activities of the Ecology Department. In addition, the Committee considered the Company’s Corporate Risk Appetite Statement for 2024.

In 2024, 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 a total of nine meetings, including six in person (one of which was a joint meeting with the Corporate Governance, Nomination, and Remuneration Committee) and three in absentia.

One of the key issues considered by the Committee in the reporting year was the implementation status of the Comprehensive Plan for the Socially Sustainable Development of Norilsk. The Committee took into account updates on the implementation of the Socially Sustainable Development Strategy, the Carbon Neutrality Strategy, the Sulphur Project, the concept and assessment of climate‑related physical and transition risks, the Company’s charitable activities, and the approach to setting team KPIs. Throughout 2024, the Committee pre‑reviewed and made recommendations to the Board of Directors regarding the approval of the Norilsk Nickel Group’s Sustainability Report, Human Rights Report, and Responsible Supply Chain Report for 2023, and the new version of the Policy of Engagement with Indigenous Small‑Numbered Peoples.

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 2024, the Committee held nine meetings, including one in person and eight in absentia.

In 2024, the Regulations on the Transactions Committee were updated. During the reporting year, the Committee reviewed and made recommendations to the Board of Directors regarding matters relating to capital raising as well as the Company’s bond transactions.

Key functions

Pre‑reviewing transactions requiring approval by a qualified majority of Board members, in line with the Company’s Articles of Association

Reviewing other matters related to the Company’s transactions requiring approval by the Board of Directors and planned major transactions