Governance and control structure
Nornickel’s corporate governance system is designed to balance the interests of its shareholders, the Board of Directors, management, and employees as well as other stakeholders.
Compliance with and assessment of corporate governance principles
Nornickel is committed to the continuous improvement of its corporate governance system and its alignment with both international and national standards. The Company is guided by applicable Russian legislation, recommendations of the Bank of Russia, the Listing Rules of Moscow Exchange, and best corporate governance practices.
The Company uses the Corporate Governance Code recommended by the Bank of Russia The Bank of Russia’s Letter No. 06‑52/2463, On the Corporate Governance Code, dated 10 April 2014. (the “Code”) as a document defining its corporate governance standards and principles.
The Company’s compliance with the Code’s principles and recommendations in 2024 was evaluated using a format recommended by the Bank of Russia’s Letter No. IN‑06‑28/102 dated 27 December 2021.
Nornickel’s corporate practices reflect the majority of the principles and recommendations set out in the Corporate Governance Code. In cases of partial non‑compliance, the Company provides appropriate explanations and describes the corporate governance mechanisms and tools it uses in place of those recommended by the Code, along with measures aimed at mitigating any potential risks arising from such deviations. The principles of integrity and transparency are a priority for the Company, which helps Nornickel build trusted relationships with shareholders, investors, and other stakeholders.
Compliance with the principles and recommendations of the Code 
— full compliance, 
— partial compliance, 
— non-compliance. in 2024:
| Code section | Number of matters | 2021 | 2022 | 2023 | 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shareholder rights | 13 | 9 | 4 | – | 10 | 3 | – | 9 | 4 | – | 9 | 4 | – |
| Board of Directors | 36 | 28 | 8 | – | 25 | 11 | – | 28 | 8 | – | 28 | 8 | – |
| Corporate Secretary | 2 | 2 | – | – | 2 | – | – | 2 | – | – | 2 | – | – |
| Remuneration system | 7 | 6 | 4 | – | 7 | 3 | – | 7 | 3 | – | 7 | 3 | – |
| Risk management and internal control system | 6 | 5 | 1 | – | 5 | 1 | – | 5 | 1 | – | 5 | 1 | – |
| Disclosures | 7 | 4 | 3 | – | 4 | 3 | – | 4 | 3 | – | 3 | 4 | – |
| Material corporate actions | 5 | 3 | 2 | – | 3 | 2 | – | 3 | 2 | – | 3 | 2 | – |
| Total matters | 79 | 57 | 22 | – | 56 | 23 | – | 58 | 21 | – | 57 | 22 | – |
| Level of compliance with the Code principles | – | 72 | 28 | – | 71 | 29 | – | 73 | 27 | – | 72 | 28 | – |
Nornickel demonstrates a high level of compliance with corporate governance standards and the Code recommendations, as repeatedly confirmed by independent external assessments.
According to a study conducted by the TopCompetence Corporate Development Centre, with the participation of the Moscow Exchange and the Centre of System Transformations of the Faculty of Economics of Lomonosov Moscow State University, Nornickel ranks among the top 20 corporate governance leaders in the National Corporate Governance IndexThe National Corporate Governance Index is an annual independent study assessing the corporate governance practices of the top 100 companies by market capitalisation that trade ordinary shares on the Moscow Exchange. The index survey conducted since 2015 with technical support from the Moscow Exchange and Lomonosov Moscow State University., which covers the 100 largest publicly listed companies by market capitalisation whose shares are traded on the Moscow Exchange.
Nornickel remains committed to further strengthening and developing a best‑in‑class corporate governance system, viewing it as one of the Company’s essential tools for driving operational efficiency, long‑term sustainability, and investment appeal.
The principles set out in the Code serve as a key source for developing our own corporate governance principles and internal documents.
Preventing conflicts of interest
Nornickel has established measures to prevent potential conflicts of interest involving shareholders and members of its governance bodies. Since 2016, members of the Board of Directors and the Management Board as well as the Company’s Vice Presidents have been required to submit quarterly disclosures concerning their relatives and family members using a standardised form.
The Company’s Articles of Association set forth a special procedure for the approval of transactions with shareholders holding more than 5% of voting shares and their affiliated persons. Such transactions may only proceed following approval by a qualified majority of the Board of Directors (at least 10 out of 13 votes).
Interested‑party transactions involving members of the Board of Directors, Management Board members, or the President of the Company are carried out in accordance with the law on joint stock companies. The Company has established a procedure for obtaining the Board of Directors’ prior consent to interested‑party transactions.
The Company also has in place the Code of Conduct and Ethics for Members of the Board of Directors, which aims to reinforce high standards of ethics and business conduct among Board members and serves as guide in addressing ethical risks and conflict of interest situations. The Code obliges Board members to refrain from actions that could lead to a conflict of interest. If a potential conflict arises, the member must promptly notify the Corporate Secretary in writing.
If a member of the Board or the Management Board has a direct or indirect personal interest in a matter brought before the Board of Directors, they are required to disclose this to the full Board before the matter is reviewed or a relevant resolution is passed, and abstain from both the discussion and the vote on the matter. In 2024, no notifications of conflicts of interest were received from members of the Board of Directors or the Management Board.