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The Board of Directors has set up three specialised committees for Personnel and Remuneration, Audit and Strategy. The committees function in accordance with respective statutes approved by the Board of Directors. The Committees conduct their activities in accordance with decisions of the Board of Directors and a work plan, which is based on the work plan of the Board of Directors. The role of the Board Committees is to carry out detailed elaboration of issues for consideration by the Board of Directors, to assist the Board members in making more informed decisions.

A total of 23 meetings were held by the Committees in 2013, at which matters connected with the business of JSC Aeroflot were examined and detailed recommendations were provided to the Board of Directors.

Personnel and Remuneration Committee

The Personnel and Remuneration Committee designs principles and criteria for determining levels of remuneration of Board members, defines the criteria for selection of candidates to the Board of Directors, carries out regular assessments of work by executive bodies, reviews initiatives to increase the efficiency of Company personnel policy and performs other duties within its competence in accordance with the decisions of the Board of Directors.

The Committee held eight meetings in 2013, including one meeting in absentia.

The meetings addressed the following matters and issued recommendations to the Board of Directors concerning them:

• Organisational structure of JSC Aeroflot.
• Setting the level of remuneration for Company management.
• Parameters of Aeroflot’s long-term share option scheme and profit sharing scheme.
• Amending the Statute on remuneration and compensation to members of the Board of Directors.
• Development of the Statute on remuneration and compensation to members of the Aeroflot Revision Commission, and new versions of the Statute on remuneration and compensation to members of the Board of Directors of Aeroflot.

Members of the Personnel and Remuneration Committee as of July 26, 2012 (Minutes № 1)

Members of the Personnel and Remuneration Committee as of July 25, 2013 (Minutes № 1)

Strategy Committee

The Strategy Committee is focused on improving the efficiency of Aeroflot’s business and developing a long-term development strategy for Aeroflot Group. The Committee follows up strategy implementation and makes necessary adjustments, and makes recommendations on business and development priorities for the Company.

The Committee met six times in 2013 and considered the following matters:

• Strategy of Aeroflot Group;
• Cooperation between JSC Aeroflot and other airlines in the SkyTeam alliance;
• Work with shareholders and the investment community;
• Management of the subsidiaries and affiliates of JSC Aeroflot;
• Matters concerning the lease and purchase of aircraft.

Members of the Strategy Committee as of July 26, 2012 (Minutes № 1)

Members of the Strategy Committee as of July 25, 2013 (Minutes № 1)

Audit Committee

The Audit Committee analyses the efficiency of internal control procedures, designs recommendations on the implementation of financial and business plan of the Company, and works to improve internal control procedures. The Committee evaluates candidates for role of Company auditor, interacts with the auditor, gives an opinion on the auditor’s report, and carries out other duties within its jurisdiction in accordance with resolutions of the Board of Directors.

The Audit Committee held nine meetings in 2013, as a result of which recommendations were issued to the Board of Directors and Management Board of JSC Aeroflot concerning:

• Efficient management and control of Company business and finances.
• Financial, commercial and other risks associated with the business of Aeroflot Group.

The Audit Committee carried out selective inspections of the organisation and application of internal control procedures in the course of the year.

Members of the Audit Committee as of July 26, 2012 (Minutes № 1)

Members of the Audit Committee as of July 25, 2013 (Minutes № 1)