Corporate Governance

The Corporate Governance System of KAMAZ PTC is based on the tenets of the Russian law on joint stock companies and the securities market. However the Company does not limit itself to compliance with the requirements of the normative acts, instead, it is striving to measure up to the up-to-date standards and apply the best international practice.

Governance Structure

The top governing body of the Company is KAMAZ PTC Shareholders’ General Meeting, which is held no rarer than once a year, and is called by the Board of Directors of KAMAZ PTC. The overall or general running of the operations, formulation of the strategy for the Company’s development, as well as control over follow-up on and implementation of the resolutions passed by KAMAZ PTC Shareholders’ General Meeting are the remit of the Board of Directors of KAMAZ PTC. The day-to-day running of the Company and fulfillment of the decisions approved by the Shareholders’ General Meeting and the Board of Directors of KAMAZ PTC are the responsibilities of the collegiate executive body, i.e. the Management Board of KAMAZ PTC and the single person executive body of the Company, i.e. the General Director of KAMAZ PTC. Control over the financial and business activities of KAMAZ PTC is exercised by the Auditing Board of KAMAZ PTC and independent auditors.

Board of Directors

Strategic governance of KAMAZ PTC during the period between KAMAZ PTC Shareholders’ General Meetings is carried out by the Board of Directors of KAMAZ PTC. The remit of its key powers encompasses identification of priority activities to be given special emphasis in the Company’s business, protection of the shareholders’ rights and legitimate interests, exercise of control or oversight over the executive bodies, making sure that the public information about the company is complete and full, truthful and unbiased. The activities of the Board of Directors of KAMAZ PTC are regulated by the Charter as well as the Terms of Reference on the Board of Directors of KAMAZ PTC.

The activities, aimed at ensuring that there is regular interface between the Board of Directors of KAMAZ PTC and external auditors of KAMAZ PTC and at improving the internal control system, are pursued by the Budget and Audit Committee of the Board of Directors of KAMAZ PTC.

With a view to enhancing efficiency and quality of KAMAZ PTC Board of Directors’ performance in dealing with HR issues as well as the issues concerning remunerations and other payments, there operates the Human Resources and Remunerations Committee of the Board of Directors of KAMAZ PTC.

Executive Governing Bodies

Central to the corporate governance structure is the Management Board of KAMAZ PTC and the General Director of KAMAZ PTC, who are entrusted with the day-to-day running of the Company. The Management Board and the General Director report to KAMAZ PTC Shareholders’ General Meeting and the Board of Directors of KAMAZ PTC. Pursuant to the Charter of KAMAZ PTC, appointment of the members of the Management Board and the General Director of KAMAZ PTC as well as early termination of their powers, and establishment of the amounts of the remunerations and compensations to be paid come under the scope of competence of the Board of Directors of KAMAZ PTC. The decisions passed by the Management Board of KAMAZ PTC are binding on the General Director and the employees of KAMAZ PTC.

The management of KAMAZ PTC has vast industry experience and modern management skills.

Auditing Board

To exercise control over financial and business activities, KAMAZ PTC Shareholders’ Annual General Meeting elects the Company’s Auditing Board for a period until the next KAMAZ PTC Shareholders’ Annual General Meeting.

The Auditing Board of KAMAZ PTC carries out its activities throughout the reporting period pursuant to the existing law of the Russian Federation, the normative documents of the Finance Ministry of the Russian Federation, the Terms of Reference on the Auditing Board and the approved work plan.

Internal Audit

Integral part of the corporate governance system of KAMAZ PTC is the Group for Internal Audit of KAMAZ PTC, which performs the functions of gauging the efficiency of the internal control system, gauging the efficiency of the risk management system, assessing corporate governance.