rus
2014

Management Bodies (Number of Members)

Competence

Articles of Association and Internal Documents

Frequency of Meetings

Form of the Meeting

General Meeting of Shareholders

  • election of members of the Board of Directors and the Internal Audit Commission of the Company
  • approval of annual reports and annual financial statements of the Company
  • distribution of profits and losses of the Company based on the results of the financial year
  • payment (declaration) of dividends based on the results of the financial year
  • approval of the Company’s Auditor
  • amendments and supplements to the Articles of Association or approval of a restated version of the Articles of Association
  • approval of internal documents governing the activities of the Company’s bodies
  • increase/decrease in the Company’s authorized capital
  • reorganization/liquidation of the Company.

The issues falling within the competence of the General Meeting of Shareholders may not be delegated to executive bodies of the Company.

The issues falling within the competence of the General Meeting of Shareholders may not be delegated to the Board of Directors, except where otherwise provided for in the Federal Law “On Joint-Stock Companies.”

The General Meeting of Shareholders shall not be entitled to discuss or adopt decisions on any issues falling beyond its competence as specified in the Federal Law “On Joint-Stock Companies.”

  • Russian laws
  • Articles of Association
  • Regulations for the General Meeting of Shareholders

The Annual General Meeting of Shareholders of the Company shall be held not earlier than two months and not later than six months after the end of the financial year.

The Extraordinary General Meeting of Shareholders shall be convened by the Board of Directors.

Meeting with voting in person (in-person meeting) or voting in absentia

Board of Directors

The competence of the Company’s Board of Directors shall include the general management of the Company’s activities except for any issues that, in accordance with the Federal Law “On Joint-Stock Companies” and the Articles of Association of the Company, fall within the competence of the General Meeting of Shareholders.

The issues falling within the competence of the Board of Directors of the Company may not be delegated to executive bodies of the Company.

  • Russian laws
  • Articles of Association
  • Regulations for the Board of Directors
  • in accordance with the schedule of meetings
  • at the discretion of the Chairman
  • at the written request of any member of the Board of Directors, the Internal Audit Commission, the Director General, or the Auditor

In-person meeting

Voting in absentia

COMMITTEES OF THE BOARD OF DIRECTORS

Audit Committee

  • preparing recommendations regarding a nominee for the external auditor
  • monitoring the preparation of or preliminarily reviewing accounting (financial) statements
  • assessing the efficiency of the internal control system and preparing proposals for its improvement
  • Russian laws
  • Articles of Association
  • Regulations for the Board of Directors
  • Regulations for the Audit Committee
  • in accordance with the schedule of meetings
  • at the discretion of the Chairman of the Committee, as resolved by the Board of Directors, at the request of the Internal Audit Commission, at the discretion of a member of the Committee, at the request of the Director General, at the request of the external auditor

In-person meeting

Voting in absentia

Strategy Committee

  • preparing recommendations for the Board of Directors for the implementation of the Company’s priority lines of development
  • monitoring the implementation of the priority lines of development
  • analyzing proposals and developing recommendations for the Board of Directors for the preparation of standards for formulating development plans for subsidiaries
  • Russian laws
  • Articles of Association
  • Regulations for the Board of Directors
  • Regulations for the Strategy Committee
  • in accordance with the schedule of meetings
  • in accordance with the notice received from the Secretary of the Board of Directors
  • at the discretion of the Chairman of the Committee, as resolved by the Board of Directors, as resolved by the Committee, at the discretion of a member of the Committee

In-person meeting

Voting in absentia

Nomination and Remuneration Committee

  • defining selection criteria for nominees for the Management Board and the Director General of the Company
  • defining the terms and conditions of employment contracts with members of the Management Board, and the Director General of the Company
  • preparing recommendations for remuneration for members of management and control bodies
  • formulating recommendations for the formation of the personnel reserve of the Company and SDCs
  • Russian laws
  • Articles of Association
  • Regulations for the Board of Directors
  • Regulations for the Nomination and Remuneration Committee
  • in accordance with the sche­dule of meetings
  • in accordance with the notice received from the Secretary of the Board of Directors
  • at the discretion of the Chairman of the Committee, as resolved by the Board of Directors, as resolved by the Committee
  • at the request of the Chairman of the Board of Directors, at the request of a member of the Committee, at the request of the Internal Audit Commission, and at the request of the Director General

In-person meeting

Voting in absentia

Valuation Committee

  • supervising activities related to the appraisal of assets for the Company and SDCs
  • engaging independent experts to advise on the issues falling within the competence of the Committee
  • Russian laws
  • Articles of Association
  • Regulations for the Board of Directors
  • Regulations for the Valuation Committee
  • in accordance with the schedule of meetings
  • in accordance with the notice received from the Secretary of the Board of Directors
  • at the discretion of the Chairman of the Committee, as resolved by the Board of Directors, as resolved by the Committee
  • at the request of the Chairman of the Board of Directors, at the request of a member of the Committee, at the request of the Internal Audit Commission, and at the request of the Director General

In-person meeting

Voting in absentia

Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee

  • formulating recommendations for the Company’s Board of Directors with respect to the implementation of the investment and technical policies, reliability assurance, energy efficiency, and innovative development of the Company
  • monitoring the implementation of the consolidated investment program, the Annual Comprehensive Procurement Program with respect to large investees, the Innovative Development Program, the Energy Conservation and Energy Efficiency Enhancement Program, and the Regulations for the Uniform Technical Policy
  • Russian laws
  • Articles of Association
  • Regulations for the Board of Directors
  • Regulations for the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee
  • in accordance with the schedule of meetings
  • in accordance with the notice received from the Secretary of the Board of Directors
  • at the discretion of the Chairman of the Committee, as resolved by the Board of Directors, as resolved by the Committee
  • at the request of a member of the Committee

In-person meeting

Voting in absentia

Society, Customer, and Government Relations and Information Policy Committee

  • formulate recommendations for the Board of Directors of the Company with respect to implementing the uniform information policy
  • maintaining relations with governmental agencies and local government authorities
  • maintaining relations with civil society (including public organizations and movements, labor unions, and environmentalist associations)
  • improving customer service quality
  • Russian laws
  • Articles of Association
  • Regulations for the Board of Directors
  • Regulations for the Society, Customer, and Government Relations and Information Policy Committee
  • in accordance with the schedule of meetings
  • in accordance with the notice received from the Secretary of the Board of Directors
  • at the discretion of the Chairman of the Committee, as resolved by the Board of Directors, as resolved by the Committee
  • at the request of a member of the Committee

In-person meeting

Voting in absentia

Director General

Management Board

The Company’s day-to-day activities are managed by the Company’s sole executive body (Director General) and the Company’s collegial executive body (Management Board). The executive bodies are accountable to the Board of Directors of the Company and the General Meeting of Shareholders.

The executive bodies of the Company organize the implementation of decisions adopted by the General Meeting of Shareholders and the Board of Directors of the Company.

All issues related to the Company’s day-to-day activities except for the issues falling within the competence of the General Meeting of Shareholders and the Board of Directors.

  • Russian laws
  • Articles of Association
  • Regulations for the Management Board
  • in accordance with the action plan and as and when necessary, but at least once a month

In-person meeting

Voting in absentia


General Meeting of Shareholders

The highest management body of the Company is the General Meeting of Shareholders.

The procedure for convening and holding the General Meeting of Shareholders of RO SSETI is governed by the Regulations for the G eneral Meeting of Shareholders approved by the A nnual General Meeting of Shareholders on June 30, 2014.

On June 30, 2014, the Annual General Meeting of Shareholders of ROSSETI discussed the Company’s performance results for 2013

In accordance with the laws, the Annual General Meeting of Shareholders approved the Annual Report and annual accounting statements of the Company, decided on the Company’s profit distribution and payment of remuneration for serving on the Board of Directors to members of the Board of Directors other than those who hold public office for 2013, elected new members of the Board of Directors and Internal Audit Commission of the Company, and approved the Auditor to audit the Company’s annual accounting statements for 2014.

The Annual General Meeting of Shareholders resolved not to pay dividends based on performance results in 2013 due to the received loss.

The Company’s shareholders approved restated versions of internal documents taking account of changes in Russian laws, and global best practices in governance.

The General Meeting of Shareholders approved the liability insurance contract for directors and officers, which is a related party transaction.

BOARD OF DIRECTORS

The Board of Directors is the collegial body in charge of the general management of RO SSETI ’s activities. The Board of Directors is responsible for defining the Company’s strategy, supervises executive bodies, and protects the rights and legitimate interests of the Company’s shareholders.

The Board of Directors acts in accordance with the laws of the Russian Federation, the Articles of Association, the Corporate Governance Code, and the Regulations for the Board of Directors of the Company.

Members of the Board of Directors

The members elected by the Annual General Meeting of Shareholders of the Company on June 28, 2013, served until June 30, 2014.

Name

Position1

Sergey Ivanovich Shmatko

Chairman of the Board of Directors

Special Representative of the President of the Russian Federation on International Cooperation in the Electric Power Industry

Year of birth: 1966

Education: higher education, Candidate of Science (Engineering)

Shares held in ROSSETI and ROSSETI SDCs: N/A

Oleg Mikhailovich Budargin

Director General, ROSSETI

Year of birth: 1960

Education: higher education, Candidate of Science (Economics)

Shares held: 0.00064% of share capital of FGC UES (0.00064% of ordinary shares)

Stanislav Olegovich Ashirov

Director General, Mezhregionenergosbyt

Year of birth: 1973

Education: higher education, Candidate of Science (Economics)

Shares held in ROSSETI and ROSSETI SDCs: N/A

Boris Ilyich Ayuyev

Chairman of the Management Board, SO UPS

Year of birth: 1957

Education: higher education

Shares held: 0.005501% of share capital of ROSSETI (0.005572% of ordinary shares) and 0.007115% of share capital of FGC UES (0.007115% of ordinary shares)

Georgy Valentinovich Boos

President, Boos Lighting Group Management Company

Year of birth: 1963

Education: higher education, Candidate of Science (Engineering)

Shares held in ROSSETI and ROSSETI SDCs: N/A

Vyacheslav Mikhailovich Kravchenko

Deputy Minister of Energy of the Russian Federation

Year of birth: 1967

Education: higher education

Shares held in ROSSETI and ROSSETI SDCs: N/A

Denis Stanislavovich Morozov

Representative of the Russian Federation on the EBRD Board of Directors

Year of birth: 1973

Education: higher education, Candidate of Science (Economics)

Shares held in ROSSETI and ROSSETI SDCs: N/A

Andrey Yevgenyevich Murov

Chairman of the Management Board, FGC UES

Year of birth: 1970

Education: higher education, Doctor of Science (Economics)

Shares held in ROSSETI and ROSSETI SDCs: N/A

Vasily Vladislavovich Nikonov

Director of the Energy Department, Rosneft

Year of birth: 1972

Education: higher education

Shares held: 0.007049% of share capital of ROSSETI (0.007139% ordinary shares) and 0.00914% of share capital of FGC UES (0.00914% ordinary shares)

Maria Valerievna Ochirova

Director of the Corporate Department, MMC Norilsk Nickel

Year of birth: 1971

Education: higher education

Shares held in ROSSETI and ROSSETI SDCs: N/A

Seppo Juha Remes

Director General, Kiuru

Year of birth: 1955

Education: higher education, Ph.D. in Economics

Shares held in ROSSETI and ROSSETI SDCs: N/A

Elena Borisovna Titova

Managing Director, UBS Bank

Year of birth: 1967

Education: higher education, MBA

Shares held in ROSSETI and ROSSETI SDCs: N/A

Ernesto Ferlenghi

Head of the Eni Representative Office in the Russian Federation and the CIS

Year of birth: 1968

Education: higher education

Shares held in ROSSETI and ROSSETI SDCs: N/A

Pavel Olegovich Shatsky

First Deputy Director General, Gazprom Energoholding

Year of birth: 1972

Education: higher education

Shares held: 0.000007% of share capital of ROSSETI (0.000001% of ordinary shares)

Andrey Nikolayevich Shishkin

Vice President, Rosneft

Year of birth: 1959

Education: higher education, Candidate of Science (Economics)

Shares held in ROSSETI and ROSSETI SDCs: N/A

¹ The positions specified are as of the time of election.

On June 30, 2014, the Annual General Meeting of Shareholders of ROSSETI elected the following members of the Board of Directors:

On June 30, 2014, the Annual General Meeting of Shareholders of ROSSETI elected the following members of the Board of Directors:

1. SERGEY IVANOVICH SHMATKO

Chairman of the Board of Directors

  Year of birth

1966

Position as of the time of election

Special Representative of the President of the Russian Federation on International Cooperation in the Electric Power Industry

Education

Higher education, Candidate of Science (Engineering)

Major

Political Economics

From June 2008 to May 2012, he was the Minister of Energy of the Russian Federation.

In June 2012, pursuant to the Russian President’s decree, he was appointed as a member of the Presidential Commission for Strategic Development of the Fuel and Energy Sector and Environmental Security of the Russian Federation.

On June 1, 2013, pursuant to the Russian President’s decree, Sergey Shmatko was appointed as the Special Representative of the President of the Russian Federation on International Cooperation in the Electric Power Industry.

Chairman of the Supervisory Board of the Scientific and Technical Council of Unified Energy System; member of the Board of Directors of FGC UES

Membership in the Committees of the Board of Directors of the Company

N/A

Information on the independence of the member of the Board of Directors

  • Status of the director as of the time of nomination for election to the Board of Directors of the Company in 2014: representative of the Russian Federation
  • In accordance with the Listing Rules of the MICEX Stock Exchange: not independent
  • In accordance with the provisions of the Corporate Governance Code recommended by the Bank of Russia:1 not independent

Stake held by the individual in the authorized capital of the issuer, %

none

Percentage of ordinary shares held by the individual in the issuer, %

none

Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries and dependent companies of the issuer

none

No transactions to acquire or transfer shares

2. BORIS ILYICH AYUYEV

Member of the Board of Directors

  Year of birth

1957

Position as of the time of election

Chairman of the Management Board, SO UPS

Education

Higher education

Major

Power Plants

From 1998, he was a member of RAO UES of Russia project teams for the electric power industry reform.

In 2002, he was appointed as the Deputy Chairman of the Management Board of System Operator – Centralized Dispatching Administration (SO – CDA).

In 2004, he was elected as a member of the Management Board of RAO UES of Russia and the Chairman of the Management Board of SO – CDA (currently, System Operator of the United Power System (SO UPS)).

Member of the Board of Directors: RusHydro, SO UPS; Chairman of the Russian National Committee of the Council on Large Electric Systems (CIGRE)

Membership in the Committees of the Board of Directors of the Company

Chairman of the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee

Information on the independence of the member of the Board of Directors

  • Status of the director as of the time of nomination for election to the Board of Directors of the Company in 2014: representative of the Russian Federation
  • In accordance with the Listing Rules of the MICEX Stock Exchange: not independent
  • In accordance with the provisions of the Corporate Governance Code recommended by the Bank of Russia:1 not independent

Stake held by the individual in the authorized capital of the issuer, %

0.005501

Percentage of ordinary shares held by the individual in the issuer, %

0.005572

Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries and dependent companies of the issuer

Full corporate name: Open Joint-Stock Company Federal Grid Company of Unified Energy System

INN (Taxpayer Identification Number): 4716016979

OGRN (Principal State Registration Number): 1024701893336

Stake held by the individual in the authorized capital of the entity, %: 0.007115

Percentage of ordinary shares held by the individual in the entity, %: 0.007115

3. OLEG GENNADYEVICH BARKIN

Member of the Board of Directors

  Year of birth

1975

Position as of the time of election

Deputy Chairman of the Board, NP Market Council

Education

Higher education

Major

Applied Mechanics

From 2003 to 2008, he was a member of the Management Board and Deputy Chairman of the Management Board of NP TSA UES.

From 2008, he is a member of the Board and Deputy Chairman of the Board of NP Market Council

Membership in the Committees of the Board of Directors of the Company

Member of the Strategy Committee, member of the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee

Information on the independence of the member of the Board of Directors

  • Status of the director as of the time of nomination for election to the Board of Directors of the Company in 2014: independent director
  • In accordance with the Listing Rules of the MICEX Stock Exchange: not independent
  • In accordance with the provisions of the Corporate Governance Code recommended by the Bank of Russia:1 not independent

Stake held by the individual in the authorized capital of the issuer, %

none

Percentage of ordinary shares held by the individual in the issuer, %

none

Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries and dependent companies of the issuer

none

No transactions to acquire or transfer shares

4. OLEG MIKHAILOVICH BUDARGIN

Member of the Board of Directors

  Year of birth

1960

Position as of the time of election

Director General, ROSSETI

Education

Higher education, Candidate of Science (Economics)

Major

Industrial and Civil Construction

From 2009, he was the Chairman of the Management Board of FGC UES.

In June 2013, he was appointed as the Director General of ROSSETI.

He is a member of the Presidential Commission for Strategic Development of the Fuel and Energy Sector and Environmental Security of the Russian Federation.

Chairman of the Board of Directors: FGC UES, MOESK, Federal Testing Center; member of the Board of Directors: Inter RAO; Chairman of the Supervisory Board: Association of Solar Energy Enterprises; member of the Supervisory Board: Russian Regional Development Bank, North-Caucasus Federal University, Moscow Power Engineering Institute (National Research University); member of the Board of the Association of Polar Explorers; Vice Chair of the World Energy Council (WEC); member of the Board of Trustees: Mariinsky Theatre, Primorsky Opera and Ballet Theater

Membership in the Committees of the Board of Directors of the Company

N/A

Information on the independence of the member of the Board of Directors

  • Status of the director as of the time of nomination for election to the Board of Directors of the Company in 2014: representative of the Russian Federation
  • In accordance with the Listing Rules of the MICEX Stock Exchange: not independent
  • In accordance with the provisions of the Corporate Governance Code recommended by the Bank of Russia:1 not independent

Stake held by the individual in the authorized capital of the issuer, %

none

Percentage of ordinary shares held by the individual in the issuer, %

none

Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries and dependent companies of the issuer

Full corporate name:

Open Joint-Stock Company Federal Grid Company of Unified Energy System

INN (Taxpayer Identification Number): 4716016979

OGRN (Principal State Registration Number): 1024701893336

Stake held by the individual in the authorized capital of the entity, %: 0.00064

Percentage of ordinary shares held by the individual in the entity, %: 0.00064

5. ANATOLY FYODOROVICH DYAKOV

Member of the Board of Directors

  Year of birth

1936

Position as of the time of election

President and Chairman of the Scientific and Technical Board, NP STC UPS

Education

Higher education, Associate member of the Russian Academy of Sciences, professor, Doctor of Science (Engineering)

Major

Mining Electromechanics

From 2008, he was the President and Chairman of the Scientific and Technical Board of the Scientific and Technical Council of Unified Energy System, the Advisor to the Chairman of the Management Board of FGC UES

Membership in the Committees of the Board of Directors of the Company

Member of the Strategy Committee

Information on the independence of the member of the Board of Directors

  • Status of the director as of the time of nomination for election to the Board of Directors of the Company in 2014: independent director
  • In accordance with the Listing Rules of the MICEX Stock Exchange: not independent
  • In accordance with the provisions of the Corporate Governance Code recommended by the Bank of Russia:1 not independent

Stake held by the individual in the authorized capital of the issuer, %

0.0031

Percentage of ordinary shares held by the individual in the issuer, %

0.00314

Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries and dependent companies of the issuer

Full corporate name:

Open Joint-Stock Company Federal Grid Company of Unified Energy System

INN (Taxpayer Identification Number): 4716016979

OGRN (Principal State Registration Number): 1024701893336

Stake held by the individual in the authorized capital of the entity, %: 0.004537

Percentage of ordinary shares held by the individual in the entity, %: 0.004537

 

Full corporate name:

Interregional Distribution Grid Company of Northern Caucasus, Joint-Stock Company

INN (Taxpayer Identification Number): 2632082033

OGRN (Principal State Registration Number): 1062632029778

Stake held by the individual in the authorized capital of the entity, %: 0.001091

Percentage of ordinary shares held by the individual in the entity, %: 0.001091

 

Full corporate name:

Interregional Distribution Grid Company of North-West, Joint Stock Company

INN (Taxpayer Identification Number): 7802312751

OGRN (Principal State Registration Number): 1047855175785

Stake held by the individual in the authorized capital of the entity, %: 0.00172

Percentage of ordinary shares held by the individual in the entity, %: 0.00172

 

Full corporate name:

Interregional Distribution Grid Company of Siberia, Joint Stock Company

INN (Taxpayer Identification Number): 2460069527

OGRN (Principal State Registration Number): 1052460054327

Stake held by the individual in the authorized capital of the entity, %: 0.012852

Percentage of ordinary shares held by the individual in the entity, %: 0.012852

 

Full corporate name:

Interregional Distribution Grid Company of South, Joint Stock Company

INN (Taxpayer Identification Number): 6164266561

OGRN (Principal State Registration Number): 1076164009096

Stake held by the individual in the authorized capital of the entity, %: 0.025509

Percentage of ordinary shares held by the individual in the entity, %: 0.025509

 

Full corporate name:

Interregional Distribution Grid Company of Urals, Joint Stock Company

INN (Taxpayer Identification Number): 6671163413

OGRN (Principal State Registration Number): 1056604000970

Stake held by the individual in the authorized capital of the entity, %: 0.008024

Percentage of ordinary shares held by the individual in the entity, %: 0.008024

 

Full corporate name:

Joint-Stock Company Moscow United Electric Grid Company

INN (Taxpayer Identification Number): 5036065113

OGRN (Principal State Registration Number): 1057746555811

Stake held by the individual in the authorized capital of the entity, %: 0.005796

Percentage of ordinary shares held by the individual in the entity, %: 0.005796

 

Full corporate name:

JOINT-STOCK COMPANY LENENERGO

INN (Taxpayer Identification Number): 7803002209

OGRN (Principal State Registration Number): 1027809170300

Stake held by the individual in the authorized capital of the entity, %: 0.023

Percentage of ordinary shares held by the individual in the entity, %: 0.024

 

Full corporate name:

Interregional Distribution Grid Company of Center and Volga Region, Joint Stock Company

INN (Taxpayer Identification Number): 5260200603

OGRN (Principal State Registration Number): 1075260020043

Stake held by the individual in the authorized capital of the entity, %: 0.001917

Percentage of ordinary shares held by the individual in the entity, %: 0.001917

 

Full corporate name:

Dagestan Energy Supply Company, Joint-Stock Company

INN (Taxpayer Identification Number): 0541031172

OGRN (Principal State Registration Number): 1050562009926

Stake held by the individual in the authorized capital of the entity, %: 0.020182

Percentage of ordinary shares held by the individual in the entity, %: 0.020182

 

Full corporate name:

JOINT STOCK COMPANY NORTH-WEST ENERGY MANAGING COMPANY

INN (Taxpayer Identification Number): 7841322263

OGRN (Principal State Registration Number): 1057812496873

Stake held by the individual in the authorized capital of the entity, %: 0.04404

Percentage of ordinary shares held by the individual in the entity, %: 0.05159

6. ANDREY YURIEVICH IVANOV

Member of the Board of Directors

  Year of birth

1975

Position as of the time of election

Deputy Minister of Finance of the Russian Federation

Education

Higher education

Major

Law

From 2008 to 2012, he was the Deputy Director and Director of the Department for Budgetary Policy in Innovation, Civil Industry, Energy, Communications and Public-Private Partnership of the Ministry of Finance of the Russian Federation.

From June 2012, he is the Deputy Minister of Finance of the Russian Federation.

Member of the Board of Directors: Innopolis, Innopolis Special Economic Zone, United Aircraft Corporation, Russian Railways, Special Economic Zones, Rosneftegaz; member of the Supervisory Board: State Company Russian Highways, Russian Agricultural Bank; Chairman of the Strategy Committee, Russian Agricultural Bank, member of the Audit Committee, Russian Agricultural Bank; member of the Skolkovo Foundation Board, Skolkovo Institute of Science and Technology; member of the Nomination and Remuneration Committee the Supervisory Board, member of the Working Group of the Contest for Bonuses for Contributions to Russian Socioeconomic Development, Vnesheconombank; member of the Working Group on Consideration of Materials for the Supervisory Board, Vnesheconombank; member of the Nomination and Remuneration Committee of the Supervisory Board, Vnesheconombank; member of the Executive Board, Internet Initiatives Development Fund of the Agency for Strategic Initiatives; member of the Board of Directors, Uralvagonzavod; member of the Skolkovo Foundation Board

Membership in the Committees of the Board of Directors of the Company

member of the Strategy Committee

Information on the independence of the member of the Board of Directors

  • Status of the director as of the time of nomination for election to the Board of Directors of the Company in 2014: representative of the Russian Federation
  • In accordance with the Listing Rules of the MICEX Stock Exchange: not independent
  • In accordance with the provisions of the Corporate Governance Code recommended by the Bank of Russia:1 not independent

Stake held by the individual in the authorized capital of the issuer, %

none

Percentage of ordinary shares held by the individual in the issuer, %

none

Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries and dependent companies of the issuer

none

No transactions to acquire or transfer shares

7. ALEXANDER SERGEYEVICH KALININ

Member of the Board of Directors

  Year of birth

1966

Position as of the time of election

First Vice President for Energy, Infrastructure and Cluster Policy, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business

Education

Higher education, Engineering Economics

Major

Electrical Engineering, Law

In 2005, he was elected as the Chairman of the Board of the Chelyabinsk Regional Branch of OPORA RUSSIA. In 2007, he was elected to the Management Board of OPORA RUSSIA All-Russian Public Organization of Small and Medium Business. In 2011, he was reelected as the Chairman of the Board of the Chelyabinsk Regional Branch of OPORA RUSSIA.

In 2012, he was elected as the First Vice President for Energy, Infrastructure and Cluster Policy of OPORA RUSSIA.

In 2013, he was elected as the Co-chairman of the Headquarters of the Chelyabinsk Regional Branch of the People’s Front for Russia.

From October 2014, he is the President of OPORA RUSSIA All-Russian Public Organization of Small and Medium Business

Membership in the Committees of the Board of Directors of the Company

Chairman of the Audit Committee, member of the Nomination and Remuneration Committee, member of the Strategy Committee

Information on the independence of the member of the Board of Directors

  • Status of the director as of the time of nomination for election to the Board of Directors of the Company in 2014: independent director
  • In accordance with the Listing Rules of the MICEX Stock Exchange: independent director
  • In accordance with the provisions of the Corporate Governance Code recommended by the Bank of Russia:1 independent director

Stake held by the individual in the authorized capital of the issuer, %

none

Percentage of ordinary shares held by the individual in the issuer, %

none

Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries and dependent companies of the issuer

none

No transactions to acquire or transfer shares

8. VYACHESLAV MIKHAILOVICH KRAVCHENKO

Member of the Board of Directors

  Year of birth

1967

Position as of the time of election

Deputy Minister of Energy of the Russian Federation

Education

Higher education

Major

Law

From 2008 to 2010, he was the Chief Executive Officer of OOO RN-Energo.

From 2010 to 2012, he was the Director General of United Energy Sales Company.

In 2012, he was elected as the Chairman of the Management Board of TSA and the Chairman of the Board of NP Market Council.

In September 2013, he was appointed as the Deputy Minister of Energy of the Russian Federation.

Chairman of the Board of Directors: Financial Settling Center; member of the Board of Directors: Inter RAO, FGC UES, SO UPS, MOESK, RusHydro; representative of the Government on the Supervisory Board, NP Market Council

Membership in the Committees of the Board of Directors of the Company

Chairman of the Strategy Committee

Information on the independence of the member of the Board of Directors

  • Status of the director as of the time of nomination for election to the Board of Directors of the Company in 2014: representative of the Russian Federation
  • In accordance with the Listing Rules of the MICEX Stock Exchange: not independent
  • In accordance with the provisions of the Corporate Governance Code recommended by the Bank of Russia:1 not independent

Stake held by the individual in the authorized capital of the issuer, %

none

Percentage of ordinary shares held by the individual in the issuer, %

none

Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries and dependent companies of the issuer

none

No transactions to acquire or transfer shares

9. ALEXEI ALEKSANDROVICH MAKAROV

Member of the Board of Directors

  Year of birth

1937

Position as of the time of election

Member of the Presidium, Russian Academy of Sciences

Education

Higher education, Doctor of Science (Economics), Academician, Russian Academy of Sciences

Major

Energy Economics

From 1985 to 2013, he was the laboratory head, Deputy Director and Director of the Energy Research Institute of the Russian Academy of Sciences.

From July 2013, he is an Advisor to the Russian Academy of Sciences and a Member of the Presidium of the Russian Academy of Sciences

Membership in the Committees of the Board of Directors of the Company

Chairman of the Nomination and Remuneration Committee, member of the Audit Committee

Information on the independence of the member of the Board of Directors

  • Status of the director as of the time of nomination for election to the Board of Directors of the Company in 2014: independent director
  • In accordance with the Listing Rules of the MICEX Stock Exchange: independent director
  • In accordance with the provisions of the Corporate Governance Code recommended by the Bank of Russia:1 independent director

Stake held by the individual in the authorized capital of the issuer, %

none

Percentage of ordinary shares held by the individual in the issuer, %

none

Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries and dependent companies of the issuer

none

No transactions to acquire or transfer shares

10. SERGEI NIKOLAEVICH MIRONOSETSKY

Member of the Board of Directors

  Year of birth

1965

Position as of the time of election

Member of the Board of Directors, Siberian Generation Company

Education

Higher education

Major

Economic Cybernetics

From 2005 to 2011, he was the Deputy Director General and Deputy Director for Energy, Mergers and Acquisitions of SUEK.

From August 2009 to September 2013, he was of the Director General of Siberian Generation Company.

Member of the Board of Directors: Siberian Generation Company, IDGC of Siberia, FGC UES

Membership in the Committees of the Board of Directors of the Company

Member of the Nomination and Remuneration Committee, member of the Audit Committee, member of the Strategy Committee, member of the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee

Information on the independence of the member of the Board of Directors

  • Status of the director as of the time of nomination for election to the Board of Directors of the Company in 2014: independent director
  • In accordance with the Listing Rules of the MICEX Stock Exchange: independent director
  • In accordance with the provisions of the Corporate Governance Code recommended by the Bank of Russia:1 not independent

Stake held by the individual in the authorized capital of the issuer, %

none

Percentage of ordinary shares held by the individual in the issuer, %

none

Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries and dependent companies of the issuer

none

No transactions to acquire or transfer shares

11. DENIS STANISLAVOVICH MOROZOV

Member of the Board of Directors

  Year of birth

1973

Position as of the time of election

Representative of the Russian Federation on the Board of Directors of the European Bank for Reconstruction and Development

Education

Higher education, Candidate of Science (Economics)

Major

Political Economics, Law, Public Administration

In 2007, he was appointed as the President and General Director of MMC Norilsk Nickel.

In late 2009, he was appointed as the President and, later, CEO of Uralkali.

From 2011, he is the Executive Director for the Russian Federation, Belarus and Tajikistan and the Representative of the Russian Federation on the Board of Directors of the European Bank for Reconstruction and Development.

Member of the Board of Directors: RusHydro; member of the Supervisory Board: Russian Agricultural Bank

Membership in the Committees of the Board of Directors of the Company

N/A

Information on the independence of the member of the Board of Directors

  • Status of the director as of the time of nomination for election to the Board of Directors of the Company in 2014: representative of the Russian Federation
  • In accordance with the Listing Rules of the MICEX Stock Exchange: not independent
  • In accordance with the provisions of the Corporate Governance Code recommended by the Bank of Russia:1 not independent

Stake held by the individual in the authorized capital of the issuer, %

none

Percentage of ordinary shares held by the individual in the issuer, %

none

Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries and dependent companies of the issuer

none

No transactions to acquire or transfer shares

12. ANDREY YEVGENYEVICH MUROV

Member of the Board of Directors

  Year of birth

1970

Position as of the time of election

Chairman of the Management Board, FGC UES

Education

Higher education, Doctor of Science (Economics)

Major

Law

From 2007 to 2012, he worked as the Director General of Pulkovo Airport.

From January 2012 to July 2012, he was the Deputy Director General of MRSK Holding.

From July 2012 to June 2013, he worked as the Executive Director of ROSSETI.

At present, he is the Chairman of the Management Board, FGC UES.

Member of the Board of Directors: FGC UES, Inter RAO

Membership in the Committees of the Board of Directors of the Company

N/A

Information on the independence of the member of the Board of Directors

  • Status of the director as of the time of nomination for election to the Board of Directors of the Company in 2014: representative of the Russian Federation
  • In accordance with the Listing Rules of the MICEX Stock Exchange: not independent
  • In accordance with the provisions of the Corporate Governance Code recommended by the Bank of Russia:1 not independent

Stake held by the individual in the authorized capital of the issuer, %

none

Percentage of ordinary shares held by the individual in the issuer, %

none

Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries and dependent companies of the issuer

none

No transactions to acquire or transfer shares

13. SEPPO JUHA REMES

Member of the Board of Directors

  Year of birth

1955

Position as of the time of election

Director General, Kiuru

Education

Higher education, Ph.D. in Economics

Major

Economics

From 2007, he is the Director General of Kiuru and the Chairman of the Board of Directors of EOS Russia.

Member of the Board of Directors: Sollers, SIBUR Holding, RUSNANO, Rusnano Management Company

Membership in the Committees of the Board of Directors of the Company

Member of the Strategy Committee

Information on the independence of the member of the Board of Directors

  • Status of the director as of the time of nomination for election to the Board of Directors of the Company in 2014: representative of the Russian Federation
  • In accordance with the Listing Rules of the MICEX Stock Exchange: not independent
  • In accordance with the provisions of the Corporate Governance Code recommended by the Bank of Russia:1 not independent

Stake held by the individual in the authorized capital of the issuer, %

none

Percentage of ordinary shares held by the individual in the issuer, %

none

Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries and dependent companies of the issuer

none

No transactions to acquire or transfer shares

14. PAVEL OLEGOVICH SHATSKY

Member of the Board of Directors

  Year of birth

1972

Position as of the time of election

First Deputy Director General, Gazprom Energoholding

Education

Higher education

Major

Management

From September 2008, he is the First Deputy Director General of OOO Gazprom Energoholding.

Chairman of the Board of Directors: Mezhregionenergostroy Shtokman; member of the Board of Directors: OGK-2, Tsentrenergokholding, Mezhregion-energostroy

Membership in the Committees of the Board of Directors of the Company

N/A

Information on the independence of the member of the Board of Directors

  • Status of the director as of the time of nomination for election to the Board of Directors of the Company in 2014: independent director
  • In accordance with the Listing Rules of the MICEX Stock Exchange: not independent
  • In accordance with the provisions of the Corporate Governance Code recommended by the Bank of Russia:1 not independent

Stake held by the individual in the authorized capital of the issuer, %

0.000007

Percentage of ordinary shares held by the individual in the issuer, %

0.000001

Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries and dependent companies of the issuer

none

No transactions to acquire or transfer shares

15. ANDREY NIKOLAYEVICH SHISHKIN

Member of the Board of Directors

  Year of birth

1959

Position as of the time of election

Vice President, Rosneft

Education

Higher education, Candidate of Science (Economics)

Major

Thermal Power Engineering, Banking

From January 2010 to June 2012, he was the Deputy Minister of Energy of the Russian Federation.

From July 2012, he is the Vice President, Rosneft.

From 2013, he is a member of the Board of Directors of Tyumen Power Sales Company

Membership in the Committees of the Board of Directors of the Company

member of the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee

Information on the independence of the member of the Board of Directors

  • Status of the director as of the time of nomination for election to the Board of Directors of the Company in 2014: independent director
  • In accordance with the Listing Rules of the MICEX Stock Exchange: not independent
  • In accordance with the provisions of the Corporate Governance Code recommended by the Bank of Russia:1 not independent

Stake held by the individual in the authorized capital of the issuer, %

none

Percentage of ordinary shares held by the individual in the issuer, %

none

Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries and dependent companies of the issuer

none

No transactions to acquire or transfer shares

Further information about members of the Board of Directors can be found on the corporate website at http://www.rosseti.ru/eng/about/managment/ Board-of-Directors/

Procedure for Electing Members of the Board of Directors

As specified in the Articles of Association of the Company, the Board of Directors shall consist of fifteen (15) members elected by the General Meeting of Shareholders at the suggestion of shareholders holding an aggregate of 2% of voting shares. Members of the Company’s Board of Directors shall be elected by the General Meeting of Shareholders by cumulative vote for a term until the next Annual General Meeting of Shareholders. The General Meeting of Shareholders may decide on early termination of their powers only with regard to all members of the Board of Directors.

Members of the Company’s Board of D irectors are elected by the G eneral Meeting of Shareholders by cumulative vote. In the event of cumulative voting, the number of votes held by each shareholder is multiplied by the number of persons who shall be elected to the Board of Directors of the Company and each shareholder may cast all votes so received for one nominee or distribute them to two or more nominees. The nominees receiving the greatest number of votes shall be deemed to be elected to the Board of Directors of the Company.

If any Annual General Meeting of Shareholders is not held within the period specified in the Articles of Association, the powers of the Company’s Board of Directors shall terminate except for the powers to prepare, convene, and hold the Annual General Meeting of Shareholders.

Only an individual may be a member of the Board of Directors.

The members of the Company’s Management Board may not constitute more than one-fourth of the members of the Company’s Board of Directors.

Persons elected to the Board of Directors may be reelected for any number of successive terms.

The Company does not believe that any restrictions on the number of terms for which the members of the Board of Directors may be reelected will serve the interests of the Company or its shareholders. The members of the Board who are familiar with the activities of the Company have an important role in ensuring adequate governance.

Criteria for Determining the Independent Members of the Board of Directors

Currently, the criteria for determining the independent members of the Board of Directors are set by the applicable laws and the following legal regulations:

– Article 83 of the Federal Law “On Joint-Stock Companies” for the purposes of defining the procedure for approving related party transactions

Specifically, it is determined that, in the case of a company with the number of voting share holders of more than 1,000, any decision to approve a related party transaction shall be adopted by the company’s board of directors by a majority votes of independent directors that are not related parties to such transaction.

A member of the board of directors shall be deemed to be an independent director if he or she is not or, within one year preceding the decision, was not:

  • a person performing the functions of the company’s sole executive body, including its manager, a member of a collegial executive body, a person holding a position in the management bodies of the management organization;
  • a person whose spouse, parents, children, siblings, half-brothers and half-sisters, adoptive parents, and adoptees are persons holding positions in such management bodies of the company, the management organization of the company, or are the manager of the company;
  • an affiliate of the company, except for a member of the board of directors of the company.

According to these documents, it is recommended that an independent director shall be deemed to be a person who has sufficient professionalism, experience, and independence to form his or her own position, is able to make objective, and honest judgements independent of the influence of the company’s executive bodies, certain groups of shareholders, or other stakeholders.

It should be noted that, under normal circumstances, a candidate (elected member of the board of directors who is affiliated with the company, its significant shareholder, a significant counterparty or competitor of the company or related to the government may not be deemed independent.

It is recommended that an independent director (a candidate for election as an independent director) shall be deemed to be a person who:

  • is not affiliated with the company;
  • is not affiliated with a significant shareholder of the company;
  • is not affiliated with a significant counterparty or competitor of the company;
  • is not affiliated with the government (the Russian Federation, a constituent entity of the Russian Federation) or a municipality.

The criteria for determining the independence of members of the board of directors, including the criteria of affiliation with the aforementioned persons and their significance are set by the stock exchange subject to the best corporate governance standards.

– The Listing Rules of the MICEX Stock Exchange approved by the Board of Directors of the MICEX Stock Exchange on July 31, 2014, and registered by the Bank of Russia on September 4, 2014, under No. RB-52-2/330 (paragraphs 2.18 and 2.19 of the Listing Rules; Appendices 2 and 4 to the Listing Rules)

The Listing Rules are based on the Code and Order of the Federal Financial Markets Service of the Russian Federation No. 13-62/pz-n of July 30, 2013, and are consistent with their provisions.

Action Plans of the Board of Directors

Every year, after the election of new members of the Board of Directors of the Company, the Board of Directors draws up its action plan based on the decisions of the General Meeting of Shareholders, specific decisions of the Board of Directors and the Management Board of the Company, proposals of the D irector General and members of the Board of Directors, the Internal Audit Commission, and the Auditor of the Company.

The draft action plan of the Board of Directors of the Company is submitted by the Director General of the Company to the Chairman of the Board of Directors, with a copy delivered to the Secretary of the Board of Directors of the Company, for its submission to the new members of the Board of Directors elected by the Annual/Extraordinary General Meeting of Shareholders of the Company.

The Board of Directors of ROSSETI elected on June 30, 2014, works under the meeting plan for the corporate year 2014/15 approved by the decision adopted by the Board of Directors of the Company on September 17, 2014 (Minutes of the Meeting No. 165).

Performance Report of the Board of Directors for 2014

During 2014, the Board of Directors of ROSSETI held 33 meetings (8 in person and 25 in absentia), considering 186 issues falling within its competence and relating to the Company’s activities

From among the most significant issues considered by the Board of Directors in 2014, it is important to mention the following:

  • Approval of the Strategy for Developing and Improving the Internal Control System of RO SSETI and Subsidiaries and D ependent Companies of ROSSETI
  • Approval of the Regulations for Disclosing Material Information of RO SSETI Under Shareholder Laws and Securities Market Laws (Information Policy)
  • Review of the Strategy for Development of ROSSETI and the Action Plan to Implement the Strategy for Development of ROSSETI
  • Review of the Program of ROSSETI for Improving the Efficiency of Measures to Reduce Receivables for Electricity Distribution Services
  • Implementation by ROSSETI of Ordinance of the Government of the Russian Federation No. 1144-r of June 30, 2012, “On the Approval of the Action Plan (Road Map) ‘Enhancing the Affordability of the Power Infrastructure’”
  • Approval of the Model Standard for the Public Technological and Price Audit of Investment Projects of Subsidiaries and Dependent Companies of RO SSETI
  • Approval of qualification requirements for the chief executives of subsidiaries and dependent companies of ROSSETI
  • Review of the consolidated investment program of ROSSETI for 2015–2019
  • Import substitution at subsidiaries and dependent companies of RO SSETI until 2018
  • Concept of Setting up the Federal Testing Center (FTC)
  • Priorities established for ROSSETI’s activities: the advisability of carrying out recommendations for the management of rights to intellectual products
  • Formation of the Unified Energy Conservation and Energy Efficiency Enhancement Program of Subsidiaries and D ependent Companies of RO SSETI
  • Establishment of the common treasury of the Company and its subsidiary and dependent organizations
  • Formulation of the Action Plan (Road Map) to Introduce the Corporate Governance Code into the Activities of the Company
  • Review of the Long-Term Development Program of ROSSETI
  • Dealing with receivables from energy retailers that are members of the RO SSETI Group and from subsidiaries and dependent companies of RO SSETI that perform the Supplier of Last Resort functions
  • Improvement of the Company’s workforce productivity
  • Improvement of the efficiency and transparency of the Company’s activities.

In 2014, the Board of Directors of ROSSETI approved 13 policies that ensure the uniformity of governance in the grid sector and are aimed at increasing efficiency, reducing costs, and improving control over SDCs:

  1. A pproval of the Procurement Policy of RO SSETI (Minutes of the Meeting No. 149)
  2. Innovative Development, Energy Conservation, and Energy Efficiency Policy of RO SSETI (Minutes of the Meeting No. 150)
  3. Approval of the Internal Audit Policy of RO SSETI (Minutes of the Meeting No. 151)
  4. Approval of a restated version of the Risk Management Policy of ROSSETI (Minutes of the Meeting No. 151)
  5. Approval of a restated version of the Internal Control Policy of ROSSETI (Minutes of the Meeting No. 151)
  6. Economic Policy of RO SSETI (Minutes of the Meeting No. 156)
  7. Approval of the Policy on Society, Customer, and Government Relations of RO SSETI (Minutes of the Meeting No. 158)
  8. Approval of the P ersonnel and Social Policy of ROSSETI (Minutes of the Meeting No. 158)
  9. Approval of the Regulations for Credit Policy of ROSSETI (Minutes of the Meeting No. 169)
  10. Approval of a restated version of the Regulations for Dividend Policy of RO SSETI (Minutes of the Meeting No. 169)
  11. Approval of the Comprehensive Security Policy of ROSSETI (Minutes of the Meeting No. 169)
  12. Approval of a restated version of the Anti-Corruption Policy of ROSSETI and Subsidiaries and Dependent Companies of ROSSETI (Minutes of the Meeting No. 171)
  13. Approval of the Investment Policy of ROSSETI (Minutes of the Meeting No. 174)

 

Votes cast by members of the Board of Directors of ROSSETI on the agenda items of meetings in relation to the approval of ROSSETI’s functional policies
 

Member of the Board of Directors

Total Votes

No Votes

For

Abstained

Against

Members of the Board of Directors elected for the corporate years 2013/14 and 2014/15

S. I. Shmatko

13

0

13

0

0

B. I. Ayuyev

13

1

12

0

0

O. M. Budargin

13

0

13

0

0

V. M. Kravchenko

13

4

4

4

1

D. S. Morozov

13

0

8

5

0

A. Ye. Murov

13

0

3

5

5

S. Remes

13

0

11

1

1

P. O. Shatsky

13

6

6

0

1

A. N. Shishkin

13

10

3

0

0

Members of the Board of Directors elected for the corporate year 2014/15

O. G. Barkin

5

0

5

0

0

A. F. Dyakov

5

0

5

0

0

A. Yu. Ivanov

5

1

4

0

0

A. S. Kalinin

5

0

5

0

0

A. A. Makarov

5

0

5

0

0

S. N. Mironosetsky

5

0

4

1

0

Members of the Board of Directors elected for the corporate year 2013/14

S. O. Ashirov

8

0

8

0

0

V. V. Nikonov

8

5

3

0

0

M. V. Ochirova

8

3

4

1

0

E. B. Titova

8

1

7

0

0

E. Ferlenghi

8

0

8

0

0

Report of the Board of Directors on the Results of the Company’s Development in Priority Areas

In 2014, the Board of Directors of the Company resolved to select the following 4 areas as priorities for ROSSETI’s activities: carrying out methodological recommendations for the management of rights to intellectual products, setting up the common treasury, implementing the Smart Grid Construction Investment Project, and developing and improving the internal control system of RO SSETI and subsidiaries and dependent companies of ROSSETI .

Priorities Established for ROSSETI’s activities (2014)

#

Agenda issue

Minutes

Decision

1

Priorities established for ROSSETI’s activities: the advisability of carrying out recommendations for the management of rights to intellectual products

 Minutes №151 of 28.04.2014

 It shall be deemed advisable to carry out the methodological recommendations formulated by the Ministry of Economic Development of the Russian Federation for the management of rights to intellectual products

2

Establishment of the common treasury of the Company and its subsidiary and dependent organizations

 Minutes №164 of 10.09.2014

 The establishment of the common treasury of JSC ROSSETI shall be a priority for the Company’s activities

3

Implementation of the Smart Grid Construction Investment Project

 Minutes №174 of 19.12.2014

 The implementation of the Smart Grid Construction Investment Project (hereinafter, the “Project”), whose project identification summary is approved by Ordinance of the Government of the Russian Federation No. 1059-r of June 16, 2014, “On Amendments to Ordinance of the Government of the Russian Federation No. 2044-r of November 5, 2013, and the Approval of Investment Project Identification Summaries” (as amended and supplemented), shall be a priority for JSC ROSSETI’s activities

4

Approval of the Strategy for Developing and Improving the Internal Control System of ROSSETI and Subsidiaries and Dependent Companies

 Minutes №143 of 10.02.2014

 Developing and improving the internal control system of JSC Russian Grids and subsidiaries and dependent companies of JSC ROSSETI shall be a priority for the Company’s activities

Participation of Members of the Board of Directors in Corporate Actions in 2014

#

Name

Total

Meetings

Absentee Voting

1

Sergey Ivanovich Shmatko

33

8

25

2

Stanislav Olegovich Ashirov

18

5

13

3

Boris Ilyich Ayuyev

33

8

25

4

Oleg Gennadyevich Barkin

14

3

11

5

Georgy Valentinovich Boos

0

0

0

6

Oleg Mikhailovich Budargin

33

8

25

7

Anatoly Fyodorovich Dyakov

14

3

11

8

Andrey Yurievich Ivanov

7

2

5

9

Alexander Sergeyevich Kalinin

14

3

11

10

Vyacheslav Mikhailovich Kravchenko

26

6

20

11

Alexei Aleksandrovich Makarov

15

3

12

12

Sergei Nikolaevich Mironosetsky

15

3

12

13

Denis Stanislavovich Morozov

32

7

25

14

Andrey Yevgenyevich Murov

32

8

24

15

Vasily Vladislavovich Nikonov

14

3

11

16

Maria Valerievna Ochirova

10

1

9

17

Seppo Juha Remes

31

8

23

18

Elena Borisovna Titova

18

5

13

19

Ernesto Ferlenghi

17

5

12

20

Pavel Olegovich Shatsky

19

5

14

21

Andrey Nikolayevich Shishkin

24

3

21

MANAGEMENT BOARD

The Management Board of ROSSETI is a collegial executive body in charge of all of the Company’s day-to-day activities.

The number of members of the Management Board is determined by and its members are appointed by the Board of Directors.

The Management Board performs the functions specified in the Articles of Association of the Company and acts in accordance with the Regulations for the Management Board approved by the Annual General Meeting of Shareholders of ROSSETI on June 30, 2014.

In 2014, the Management Board was composed of the following members¹:

1. OLEG MIKHAILOVICH BUDARGIN

Chairman of the Management Board, Director General

Year of birth

1960

Education

Higher education, Candidate of Science (Economics)

He started his career in 1984 as a foreman of the Construction Directorate of the Shaft Sinking Division of Norilsk
Mining-and-Metallurgical Integrated Works; later, he was appointed as the Deputy Head of the Production Department of Norilskstroy; and in 1995, he took up his position as Deputy Director General of Norilsk Mining-and-Metallurgical Integrated Works.
He was the Head of the Norilsk Municipality from 2000 and the Governor of the Taimyr (Dolgano-Nenets) Autonomous District from 2003.
From 2009, he is the Chairman of the Management Board of Federal Grid Company of Unified Energy System.

In June 2013, he was appointed as the Director General of ROSSETI.
He is a member of the Presidential Commission for Strategic Development of the Fuel and Energy Sector and Environmental Security of the Russian Federation.
He is Vice Chair, Responsibility for Regional Development, of the World Energy Council (WEC).
Oleg Budargin has governmental and sectoral awards.

Stake held by the individual in the authorized capital of the issuer, %

none

Percentage of ordinary shares held by the individual in the issuer, %

none

Stakes held by the individual
in the authorized (share) capital (unit trust)
of the subsidiaries and dependent companies of the issuer

Full corporate name: Open Joint-Stock Company Federal Grid Company of Unified Energy System
INN (Taxpayer Identification Number): 4716016979
OGRN (Principal State Registration Number): 1024701893336
Stake held by the individual in the authorized capital of the entity, %: 0.00064
Percentage of ordinary shares held by the individual in the entity, %: 0.00064

2. DAN MIKHAILOVICH BELENKY

Member of the Management Board, First Deputy Director General for Investment

Year of birth

1972

Education

Higher education

In May 2005, he joined Atomstroyexport as a division head, rising to the post of President.
In December 2010, he was appointed as the Deputy Minister of Energy of the Russian Federation.
In March 2012, he was awarded the rank of Active State Advisor 3rd Class.
In June 2013, he took charge of EC UES as the Director General.
In September 2013, he was appointed as the First Deputy Director General for Investment of ROSSETI.

Stake held by the individual in the authorized capital of the issuer, %

none

Percentage of ordinary shares held by the individual in the issuer, %

none

Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries and dependent companies of the issuer

the individual does not hold such stakes

No transactions to acquire or transfer shares

3.  Roman Nikolaevich Berdnikov

Member of the Management Board, First Deputy Director General for Technical Policy

Year of birth

1973

Education

Higher education

From 1998 to 1999, he was an employee of the Tariffs and Technical-Economic Indicators Department of System Operator – Centralized Dispatching Administration.
From 1999 to 2002, he worked for RAO UES of Russia, his career progressing from an employee of the Settlement and Dispatching Center of the Federal Wholesale Electricity and Capacity Market to a lead specialist of the Electricity Market Development Department.
In October 2002, he became a chief specialist of the Strategic Planning Department of FGC UES.
In 2003, he was promoted to the Deputy Head of the Strategic Planning Department.
In 2005, he was appointed as the Head of the Service Development and Grid Reliability Department, which was later transformed into the Customer and Market Relations Department.
In 2009, he became the Director for Development and Customer Relations of FGC UES.
In October 2009, he was elected to the Management Board of FGC UES.
From February 2010, he was the Deputy Chairman of the Management Board of FGC UES.
From October 2012 to April 2013, he was the First Deputy Chairman of the Management Board of FGC UES.
On April 9, 2013, he was appointed as the First Deputy Director General for Technical Policy of ROSSETI.

Stake held by the individual in the authorized capital of the issuer, %

none

Percentage of ordinary shares held by the individual in the issuer, %

none

Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries and dependent companies of the issuer

Full corporate name:
Open Joint-Stock Company Federal Grid Company of Unified Energy System.
INN (Taxpayer Identification Number): 4716016979
OGRN (Principal State Registration Number): 1024701893336
Stake held by the individual in the authorized capital of the entity, %: 0.000000195
Percentage of ordinary shares held by the individual in the entity, %: 0.000000195

4. Andrey Aleksandrovich Dyomin

Member of the Management Board, First Deputy Director General for Economic Affairs and Finance 

Year of birth

1974

Education

Higher education

From 1995 to 1998, he was employed as a technical engineer by Urania.
From 1998 to 2002, he worked for Poltavaoblenergo, his career progressing from the Head of the Payment Collection Control Department to the Chairman of the Management Board.
From 2004 to 2010, he worked for FGC UES, his career progressing from the Head of the Department for Regional Grid Facilities Management to the Deputy Chairman of the Management Board and a member of the Management Board.
From 2010 to 2012, he was the Advisor to the Director General of Mezhregionsbyt on strategic development.
From 2012 to 2013, he was the Advisor to the Chairman of the Management Board of FGC UES.
In 2013, he was appointed as the First Deputy Director General for Economic Affairs and Finance of ROSSETI.

Stake held by the individual in the authorized capital of the issuer, %

none

Percentage of ordinary shares held by the individual in the issuer, %

none

Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries and dependent companies of the issuer

the individual does not hold such stakes

No transactions to acquire or transfer shares

5.  Valentin Yefimovich Mezhevich

Member of the Management Board, Deputy Director General for Strategic Communications

Year of birth

1947

Education

Higher education, Candidate of Science (Engineering)

He started his career in 1970 as a machine operator at Irkutskenergo’s Irkutsk CHPP No. 11, rising to a senior machine operator, shift foreman, deputy shop superintendent, and shop superintendent.
From 1978 to 1991, he worked for Ust-Ilimsk CHPP, Irkutsk Region, where he was promoted from a deputy shop superintendent to the director of Ust-Ilimsk CHPP.
From 1991 to 1997, he was the Deputy Director General for Economic Affairs of Irkutskenergo.
From 1997, he was the First Deputy Head of the Irkutsk Region Administration.
In 2000, he was elected a deputy of the Irkutsk Region Legislative Assembly from Election District 45.
In 2001, a regular session of the Irkutsk Region Legislative Assembly elected him a representative at the Federation Council of the Russian Federation.
In September 2013, he resigned from the Federation Council of the Russian Federation as the First Deputy Chairman of the Committee on Economic Policy.
In October 2013, he was appointed as the Deputy Director General for Strategic Communications of ROSSETI.
From December, 2014, he is the Chief Advisor to ROSSETI.

Stake held by the individual in the authorized capital of the issuer, %

none

Percentage of ordinary shares held by the individual in the issuer, %

none

Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries and dependent companies of the issuer

the individual does not hold such stakes

No transactions to acquire or transfer shares

1 The position specified is as of the time of election.

The Company’s Articles of Association specify that the Management Board of RO SSETI is in charge of the Company’s day-to-day activities, develops and submits for consideration by the Board of Directors the priority areas of the Company’s activities and long-term implementation plans, and addresses other issues related to the Company’s operations.

Performance reports of the Management Board are considered by the Board of Directors of the Company on a quarterly basis.

During 2014, the Management Board ROSSETI adopted decisions on 197 issues documented in 86 meeting minutes, including 40 issues considered at in-person meetings and 71 meeting minutes containing decisions on 157 issues that were addressed at absentee meetings with voting by ballot

From among the most significant issues considered by the Management Board in 2014, it is important to mention the following:

  • Implementation of the project to issue exchange-traded bonds of ROSSETI
  • Settlement of overdue receivables for electricity distribution among electric grid companies of the RO SSETI Group
  • Results of tariff regulation of Subsidiaries and Dependent Companies of ROSSETI for 2014 and their impact on the approved business plans of Subsidiaries and Dependent Companies
  • Investment Policy of ROSSETI
  • Approval of the Concept of Managing the Intellectual Property of ROSSETI and Subsidiaries and Dependent Companies of ROSSETI
  • Draft of the Internal Audit Policy of ROSSETI
  • Draft of a restated version of the Risk Management Policy of ROSSETI
  • Approval of the Model Regulations for the Internal Audit Commission for subsidiaries and dependent companies of ROSSETI
  • Approval of the Certification Technique and Procedure for Equipment, Materials, and Systems of Electric Grid Facilities of ROSSETI
  • Measures to improve effectiveness of ROSSETI’s financial operations
  • Concept of Setting up the Federal Testing Center (FTC)
  • Approval of the Model Standard “Technical Policy. Electricity Metering Systems with Remote Collection of Data from the Wholesale and Retail Electricity Markets at Facilities of Subsidiaries and Dependent Companies of ROSSETI ”
  • ROSSETI’ objectives concerning regulation to support the operation of electric grid facilities and implement the Strategy for Development of ROSSETI
  • Review of the Comprehensive Development Programs for Electricity Networks in the Stavropol Territory, the Kabardino-Balkarian Republic, the Karachayevo-Cherkessian Republic, the Republic of North Ossetia-Alania, the Republic of Ingushetia, the Republic of Dagestan, and the Chechen Republic for 2015–2019 with adjustments for 2014
  • Possession and disposal of the electric grid infrastructure built as part of preparations for the Olympic Games in Sochi
  • Procedure for preparing legislative initiatives in the ROSSETI Group
  • Review of proposals to amend the current procedure for formulating, agreeing, and approving investment programs of subsidiaries and dependent companies of RO SSETI and the consolidated investment program of ROSSETI
  • Approval of the Model Regulations for Technical Policy for Telecommunications for subsidiaries and dependent companies of ROSSETI
  • Ongoing measures to improve the efficiency of implementing investment programs of subsidiaries and dependent companies of ROSSETI , including the programs ensuring the implementation of the relevant decisions of the Government of the Russian Federation and federal executive authorities
  • Progress in preparing the Long-Term Development Program of ROSSETI for its consideration by the Government of the Russian Federation
  • Improvement of the operating efficiency of the electric grid sector
  • Status of the implementation by Subsidiaries and Dependent Companies of ROSSETI of instructions issued by governmental authorities of the Russian Federation, the Board of Directors of RO SSETI , and executive bodies of ROSSETI
  • Support provided by the ROSSETI Group for domestic food and agricultural producers
  • Long-term development program of FGC UES for 2015–2019 and the forecast for the period until 2030
  • Progress in performing the agreement between ROSSETI and State Grid Corporation of China
  • Draft of the Forecast of the Socioeconomic Development of the Russian Federation for 2015 and the P lanning Period of 2016 and 2017 and its impact on preparing business plans and investment programs of subsidiaries and dependent companies of ROSSETI for 2015–2019
  • Measures to ensure the proper functioning of electricity transmission grids in the Crimean Federal District during the 2014/15 Heat Deficit Period
  • Approval of the Technique for Calculating the Reduction of the ROSSETI Group’s General and Administrative Expenses in 2014 by at Least 15 Percent of Their Actual Value in 2013
  • Feasibility study of setting up the Federal Testing Center (FTC)
  • Approval of the Regulations for Credit Policy of ROSSETI
  • Progress in conducting the technological and price audit of investment programs of subsidiaries and dependent companies of ROSSETI
  • Approval of a restated version of the Regulations for Dividend Policy of ROSSETI
  • Review of the Standard for Auditing the Implementation of the Long- Term Development Program of RO SSETI
  • Measures to implement the Presidential Address to the Federal Assembly of the Russian Federation of December 4, 2014
  • Approval of the action plan to improve mechanisms for controlling dayto- day activities of subsidiaries and dependent companies of ROSSETI
  • Creation of electronic trading floors of ROSSETI and the formation of a common information space for procurement
Participation of Members of the Management Board in Corporate Actions in 2014

#

Name

Total

Meetings

Absentee Voting

1

Oleg Mikhailovich Budargin

86

14

72

2

Dan Mikhailovich Belenky

80

11

69

3

Roman Nikolaevich Berdnikov

80

11

69

4

Andrey Aleksandrovich Dyomin

85

14

71

5

Valentin Yefimovich Mezhevich

75

12

63

Procedure for Electing Members of the Management Board

The number of the members of the Management Board shall be determined by the decision adopted by the Company’s Board of Directors at the suggestion of the Company’s Director General. The D irector General of the Company shall submit any nomination for a member of the Management Board for review by the Board of Directors, except for his/her own nomination.

The members of the Management Board, including the Director General, are elected and their powers are terminated earlier by the Board of Directors of the Company. The Chairman of the Board of Directors of the Company or the person authorized by the Board of Directors of the Company shall define the terms and conditions of employment contracts, including the term of office, exercise the employer’s rights and perform the employer’s obligations on behalf of the Company with respect to the Director General of the Company and the members of the Management Board of the Company.

The Board of Directors of the Company may at any time terminate the powers of any member of the Management Board and terminate the employment contract with such member.

If any member of the Management Board of the Company also holds another position on the staff of the Company, then the termination of his/her powers as a member of the Management Board shall not entail dismissing him/her from his/her position on the staff.

If the number of the members of the Management Board of the Company becomes smaller than half of the elected members of the Management Board, the Director General shall submit for review by the Board of Directors new nominations for the members of the Management Board to replace the exiting members or shall put forward a motion to reduce the number of the members of the Management Board to the number necessary for the meeting to have a quorum.

Any member of the Management Board of the Company may, at his/ her discretion, withdraw from the Management Board by applying for the early termination of his/her powers as a member of the Management Board to the Director General of the Company. In this connection, his/her powers will be terminated after the Board of Directors of the Company makes a decision on such termination.

The Director General of the Company and the members of the Management Board of the Company shall be on the staff of the Company’s executive arm.

Sole Executive Body

The Director General of the Company shall be in charge of the Company’s day-to-day activities pursuant to decisions adopted by the General Meeting of Shareholders and the Board of Directors of the Company within their competence. The competence of the Director General of the Company shall include all matters related to the management of the Company’s day-to-day activities, except for any issues falling within the competence of the General Meeting of Shareholders, the Board of Directors, or the Management Board of the Company.

On June 14, 2013, the Board of Directors of ROSSETI resolved to appoint O. M. Budargin as the Director General of RO SSETI .

Oleg Mikhailovich Budargin

Chairman of the Management Board, Director General

Year of birth

1960

Education

Higher education, Candidate of Science (Economics)

Biographical background:

He started his career in 1984 as a foreman of the Construction Directorate of the Shaft Sinking Division of Norilsk Mining-and-Metallurgical Integrated Works; later, he was appointed as the Deputy Head of the Production Department of Norilskstroy; and in 1995, he took up his position as Deputy Director General of Norilsk Mining-and-Metallurgical Integrated Works.
He was the Head of the Norilsk Municipality from 2000 and the Governor of the Taimyr (Dolgano-Nenets) Autonomous District from 2003.
From 2009, he is the Chairman of the Management Board of Federal Grid Company of Unified Energy System.
In June 2013, he was appointed as the Director General of ROSSETI.
He is a member of the Presidential Commission for Strategic Development of the Fuel and Energy Sector and Environmental Security of the Russian Federation.
He is Vice Chair, Responsibility for Regional Development, of the World Energy Council (WEC). Oleg Budargin has governmental and sectoral awards.

Stake held by the individual in the authorized capital of the issuer, %

none 

Percentage of ordinary shares held by the individual in the issuer, %

none 

Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries and dependent companies of the issuer

Full corporate name: Open Joint-Stock Company Federal Grid Company of Unified Energy System
INN (Taxpayer Identification Number): 4716016979
OGRN (Principal State Registration Number): 1024701893336
Stake held by the individual in the authorized capital of the entity, %: 0.00064
Percentage of ordinary shares held by the individual in the entity, %: 0.00064

Remuneration for Members of the Management Board in 2014

In 2014, the Company paid 277,049,000 rubles as remuneration for members of the Management Board as detailed in the table below:

Indicator Description

Amount, thousand rubles*

Remuneration for participation in the work of the management body

8 333

Salary

104 591

Bonuses

161 922

Commission fees

0

Benefits

0

Expense reimbursement

0

Other remuneration

2 203

TOTAL

277 049

*The amount includes remuneration paid to the sole executive body.

Internal Audit Commission

Members of the Internal Audit Commission

Name

Position1

Alan Fyodorovich Khadziev
Chairman of the Internal Audit Commission

Division Head, Ministry of Energy of the Russian Federation

Denis Rishievich Kant Mandal

Acting Division Head, Federal Agency for State Property Management of the Russian Federation

Vladimir Yulianovich Skobarev

General Director, Moore Stephens Rus

Vladimir Vasilyevich Khvorov

Lead Expert of the Division, Ministry of Economic Development of the Russian Federation

Astkhik Artashesovna Bashindzhagyan

Consultant of the Division, Ministry of Energy of the Russian Federation

1 The positions specified are as of the time of election.

Remuneration paid to members of the Internal Audit Commission in 2014

The amount of remuneration paid to members of the Internal Audit Commission in 2014 is 607,000 rubles..

External Auditor

Based on the results of a public bidding procedure for the right to enter into the agreement to conduct a mandatory annual audit of the statements of ROSSETI for 2014 (the Minutes of the Meeting of the Bidding Commission of April 8, 2014), the Annual General Meeting of Shareholders of ROSSETI approved on June 30, 2014, Ernst & Young LLC as the Company’s auditor (hereinafter, the “Auditor”).

Ernst & Young LLC is a member of Ernst & Young Global Limited, one of the Big Four accounting firms. Location: Russia, 115035, Moscow, Sadovnicheskaya naberezhnaya, 77, str. 1.

The Auditor of the Company is a member of a self-regulatory organization of auditors, the Auditor Chamber of Russia, in accordance with the decision adopted by the Board of the Auditor Chamber of Russia on December 21, 2009, and is registered on the Register of Auditors and Audit Organizations of the self-regulatory organization of auditors, the Auditor Chamber of Russia, under Principal Registration Number 10201017420 (Membership Certificate No. 3028, Series B No. 000517).

The Auditor’s professional liability is insured by AlfaStrakhovanie (Russia, Moscow, ul. Shabolovka, 31B, INN (Taxpayer Identification Number) 7713056834), Insurance Policy No. Z691J/756/0002/4, valid until May 31, 2015.

The Auditor’s independence and objectivity are duly proved.

In accordance with the provisions of the Corporate Governance Code recommended by the Bank of Russia (Letter No. 06-52/2463 of April 10, 2014), Regulation of the Bank of Russia No. 437-P of October 17, 2014, “On Conducting Regulated Trading,” and the Regulations for the Audit Committee of the Board of Directors of RO SSETI , the Auditor’s report was assessed by the Audit Committee of the Board of Directors of RO SSETI .

The Audit Committee of the Board of Directors RO SSETI stated that:
– the audit was conducted in accordance with the terms and conditions of the agreement between Ernst & Young LLC and ROSSETI and subject to the audit procedures;
– the auditor’s report is in compliance with the requirements set forth in Federal Law No. 307-FZ of December 30, 2008, “On Auditing” and Federal Auditing Rules (Standards).

COMMITTEES OF THE BOARD OF DIRECTORS

In order to perform its functions in the most effective manner and preliminarily consider the most important issues falling within its competence, the Board of Directors set up six Committees:

  • Strategy Committee;
  • Audit Committee;
  • Nomination and Remuneration Committee;
  • Valuation Committee;
  • Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee;
  • Society, Customer, and Government Relations and Information Policy Committee.

The members, competence, and working procedure of the Committees of the Board of Directors of the Company are determined by the Board of Directors and set forth in the Committee Regulations approved by the Board of D irectors in accordance with the applicable laws. Decisions made by the Committee are recommendatory.

Strategy Committee

The Strategy Committee analyzes and prepares for the Board of Directors recommendations and proposals regarding the Company’s strategic development and the standardization of planning the development of SDCs. The principal objectives of the Committee are as follows:

  • analyze proposals and prepare recommendations for the Board of Directors of the Company for the preparation, amendment, supplementation, and implementation of RO SSETI ’s principal lines of development,
  • monitor the implementation of the ROSSETI’s principal lines of development approved by the Board of Directors of the Company,
  • analyze proposals and develop recommendations for the Board of Directors of the Company for the preparation of standards for formulating development plans for the Group’s SDCs and for reviewing specific plans (as needed). In 2014, there was one change of the composition of the Strategy Committee of the Board of Directors of the Company.

Members of the Strategy Committee for the period from January 1, 2014, to September 10, 2014, appointed by the decision adopted by the Board of Directors of the Company on October 21, 2013

Name

Position1

V. M. Kravchenko
Chairman of the Committee

Member of the Board of Directors, ROSSETI; Deputy Minister of Energy of the Russian Federation

S. O. Ashirov

Member of the Board of Directors, ROSSETI; Director General, Mezhregionenergosbyt

R. N. Berdnikov

Member of the Management Board, First Deputy Director General for Technical Policy, ROSSETI

A. A. Dyomin

Member of the Management Board, First Deputy Director General for Economic Affairs and Finance, ROSSETI

A. S. Kalinin

First Vice President, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business

Ye. N. Melnik

General Director, Russian Telecom Equipment Company

A. Ye. Murov

Member of the Board of Directors, ROSSETI; First Deputy Chairman of the Management Board, FGC UES

V. V. Nikonov

Member of the Board of Directors, ROSSETI; Director of the Energy Department, Rosneft

S. Remes

Member of the Board of Directors, ROSSETI; General Director, Kiuru

N. D. Rogalev

Rector, Moscow Power Engineering Institute (National Research University)

A. V. Rogov

Deputy Division Head and Unit Head of the Division for Electric Utilities and Thermal Generation Development, Gazprom

P. N. Snikkars

Deputy Chairman of the Board, NP Market Council

E. Ferlenghi

Member of the Board of Directors, ROSSETI; Head of the Eni Representative Office in the Russian Federation and the CIS

P. V. Shpilevoy

Director of the Department for State Regulation of Tariffs, Infrastructural Reforms and Energy Efficiency, Ministry of Economic Development of the Russian Federation

N. G. Shulginov

First Deputy Chairman of the Management Board, SO UPS

1 The positions specified are as of the time of election.

Members of the Strategy Committee for the period from September 10, 2014, to December 31, 2014, appointed by the decision adopted by the Board of Directors of the Company on September 10, 2014 (composed of 19 people)

Name

Position1

V. M. Kravchenko
Chairman of the Committee

Member of the Board of Directors, ROSSETI; Deputy Minister of Energy of the Russian Federation

O. G. Barkin

Member of the Board of Directors, ROSSETI; Deputy Chairman of the Board, NP Market Council

R. N. Berdnikov

Member of the Management Board, First Deputy Director General for Technical Policy, ROSSETI

A. A. Braverman

Director, Russian Direct Investment Fund

A. A. Dyomin

Member of the Management Board, First Deputy Director General for Economic Affairs and Finance, ROSSETI

A. F. Dyakov

Member of the Board of Directors, ROSSETI; President, NP STC UPS

A. Yu. Ivanov

Member of the Board of Directors, ROSSETI; Deputy Minister of Finance of the Russian Federation

A. S. Kalinin

Member of the Board of Directors, ROSSETI; First Vice President, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business

V. V. Mamin

Director of the of the Department for Corporate Governance, Price Conditions and Auditing in Fuel and Energy Industry Branches, Ministry of Energy of the Russian Federation

Ye. N. Melnik

General Director, Russian Telecom Equipment Company

N. V. Nevmerzhitskaya

Chairperson of the Management Board, Noncommercial Partnership Guaranteeing Suppliers and Power Suppliers

V. V. Nikonov

Director of the Energy Department, Rosneft

S. Remes

Member of the Board of Directors, ROSSETI; General Director, Kiuru

N. D. Rogalev

Rector, Moscow Power Engineering Institute (National Research University)

A. V. Rogov

Deputy Division Head and Unit Head of the Division for Electric Utilities and Thermal Generation Development, Gazprom

P. A. Sinyutin

Director General, MOESK

P. N. Snikkars

Director of the Electric Power Industry Development Department, Ministry of Energy of the Russian Federation

A. V. Shevchuk

Executive Director, Investor Protection Association

N. G. Shulginov

First Deputy Chairman of the Management Board, SO UPS

1 The positions specified are as of the time of election.

On September 17, 2014, October 6, 2014, and November 25, 2014, the Board of Directors adopted the decisions to change the number of members of the Strategy Committee of the Board of Directors of RO SSETI to 22 people, and 3 people were added to the Strategy Committee:

Name

Position

S. N. Mironosetsky

Member of the Board of Directors of ROSSETI

P. V. Shpilevoy

Director for Strategic Development and Head of the Strategic Development Department, FGC UES

Ye. A. Olkhovich

Deputy Director of the Department for State Regulation of Tariffs, Infrastructural Reforms and Energy Efficiency of the Ministry of Economic Development of the Russian Federation

During 2014, the Strategy Committee held 26 meetings, dealing with 81 issues

From among the most significant issues considered by the Strategy Committee in 2014, it is important to mention the following:

  • Review of the Strategy for Development of ROSSETI and the Action Plan to Implement the Strategy for Development of ROSSETI
  • Review of the Program of ROSSETI for Improving the Efficiency of Measures to Reduce Receivables for Electricity Distribution Services
  • Implementation by ROSSETI of Ordinance of the Government of the Russian Federation No. 1144-r of June 30, 2012, “On the Approval of the Action Plan (Road Map) ‘Enhancing the Affordability of the Power Infrastructure.’”
  • Review of the draft of the Model Standard for the Public Technological and Price Audit of Investment Projects of Subsidiaries and Dependent Companies of ROSSETI
  • Economic Policy of ROSSETI
  • Innovative Development, Energy Conservation, and Energy Efficiency Enhancement Policy of ROSSETI
  • Investment Policy of ROSSETI
  • Concept of Setting up the Federal Testing Center (FTC)
  • Dealing with receivables from energy retailers that are members of the ROSSETI Group and from subsidiaries and dependent companies of ROSSETI that perform the Supplier of Last Resort functions
  • Review of the draft of the Long-Term Development Program of ROSSETI
  • Approval of the Innovative Development Program of ROSSETI for 2014–2018 with long-term plans until 2020
  • Approval of the Regulations for Credit Policy of ROSSETI
  • Comprehensive Security Policy of ROSSETI
  • Approval of a restated version of the Regulations for Dividend Policy of ROSSETI
  • Priority established for ROSSETI’s activities: the implementation of the Smart Grid Construction Investment Project.

Participation of members of the Strategy Committee in corporate actions in 2014

#

Name

Total

Meetings

Absentee Voting

1

Stanislav Olegovich Ashirov

15

9

6

2

Oleg Gennadyevich Barkin

9

3

6

3

Roman Nikolaevich Berdnikov

26

13

13

4

Anatoly Aleksandrovich Braverman

10

4

6

5

Andrey Aleksandrovich Dyomin

25

13

12

6

Anatoly Fyodorovich Dyakov

7

1

6

7

Andrey Yurievich Ivanov

1

 

1

8

Alexander Sergeyevich Kalinin

23

11

12

9

Vyacheslav Mikhailovich Kravchenko

26

13

13

10

Viktor Viktorovich Mamin

7

3

4

11

Yevgeny Nikolayevich Melnik

16

6

10

12

Sergei Nikolaevich Mironosetsky

10

4

6

13

Andrey Yevgenyevich Murov

15

9

6

14

Natalia Viktorovna Nevmerzhitskaya

11

4

7

15

Vasily Vladislavovich Nikonov

17

9

8

16

Yevgeny Aleksandrovich Olkhovich

4

1

3

17

Seppo Juha Remes

24

11

13

18

Nikolay Dmitryevich Rogalev

23

11

12

19

Alexander Vladimirovich Rogov

26

13

13

20

Pyotr Alekseyevich Sinyutin

5

1

4

21

Pavel Nikolayevich Snikkars

23

11

12

22

Ernesto Ferlenghi

13

7

6

23

Alexander Viktorovich Shevchuk

10

4

6

24

Pavel Viktorovich Shpilevoy

17

7

10

25

Nikolay Grigoryevich Shulginov

25

13

12

Audit Committee

The principal goal of the Audit Committee is to ensure the effective participation of the Board of Directors in supervising the Company’s financial and economic activities. The functions of the Committee include dealing with the most important issues falling within the competence of the Board of Directors of the Company or addressed by the Board of Directors as part of control over the activities of the Company’s executive body:

  • provide support for the process of selecting and evaluating the auditor(s),
  • monitor the preparation of accounting (financial) statements and conduct their preliminary reviews,
  • assess external auditors’ reports,
  • review the internal audit policy,
  • be responsible for the functional management of internal audit,
  • review the report on key risks,
  • responsible for the prior approval of the internal documents defining the principles of and approaches to organizing the internal control and risk management system,
  • assess the effectiveness of the internal control system and prepare proposals for its improvement.

In 2014, there was one change of the composition of the Audit Committee of the Board of Directors of the Company.

Members of the Audit Committee for the period from January 1, 2014, to September 10, 2014, appointed by the decision adopted by the Board of Directors of the Company on October 21, 2013

Name

Position1

S. Remes
Chairman of the Committee

Member of the Board of Directors, ROSSETI; Director General, Kiuru

S. O. Ashirov

Member of the Board of Directors, ROSSETI; Director General, Mezhregionenergosbyt

V. V. Nikonov

Member of the Board of Directors, ROSSETI; Director of the Energy Department, Rosneft

M. V. Ochirova

Member of the Board of Directors, ROSSETI; Director of the Corporate Department, MMC Norilsk Nickel

E. B. Titova

Member of the Board of Directors of ROSSETI

1 The positions specified are as of the time of election.

Members of the Audit Committee for the period from September 10, 2014, to December 31, 2014, appointed by the decision adopted by the Board of Directors of the Company on September 10, 2014 (composed of 3 people)

Name

Position1

A. S. Kalinin
Chairman of the Committee

Member of the Board of Directors, ROSSETI; First Vice President, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business

A. A. Makarov

Member of the Board of Directors, ROSSETI; Academician, Russian Academy of Sciences

S. N. Mironosetsky

Member of the Board of Directors of ROSSETI

 

1 The positions specified are as of the time of election.

The Committee consists only of independent nonexecutive directors, which meets the stock exchange requirements applicable to issuers whose shares are included on Quotation Lists 1 and 2 (A and B before June 9, 2014).

During 2014, the Audit Committee held 7 meetings, dealing with 25 issues

From among the most significant issues considered by the in 2014, it is important to mention the following:

  • Provisioning for impairment of financial investments
  • Review of a restated version of the Internal Control Policy of ROSSETI
  • Draft of the Internal Audit Policy of ROSSETI
  • Draft of a restated version of the Risk Management Policy of ROSSETI
  • Review of the draft of the Model Regulations for the Internal Audit Commission for subsidiaries and dependent companies of ROSSETI
  • Review of the Regulations for Insider Information of ROSSETI
  • Implementation of the Risk Management Policy of ROSSETI approved by the decision adopted by the Board of Directors of RO SSETI on April 28, 2014 (Minutes of the Meeting No. 151)
  • Review of the report on key risks of ROSSETI and its subsidiaries and dependent companies for 2013
  • Review of the internal auditor’s report on the efficiency of the internal control and risk management system of RO SSETI and its subsidiaries and dependent companies for 2013

Participation of members of the Audit Committee in corporate actions in 2014

#

Name

Total

Meetings

Absentee Voting

1

Stanislav Olegovich Ashirov

5

4

1

2

Alexander Sergeyevich Kalinin

2

2

3

Alexei Aleksandrovich Makarov

2

2

4

Sergei Nikolaevich Mironosetsky

2

2

5

Vasily Vladislavovich Nikonov

3

2

1

6

Maria Valerievna Ochirova

3

2

1

7

Seppo Juha Remes

5

4

1

8

Elena Borisovna Titova

5

4

1

 

Nomination and Remuneration Committee

The goal of the Nomination and Remuneration Committee is to preliminarily review and formulate proposals for the Board of Directors of the Company regarding the following issues:

  • define selection criteria for nominees for the Board of Directors, the Management Board, and the Director General of the Company and preliminarily evaluate such nominees,
  • develop proposals to define material terms and conditions of contracts with members of the Board of Directors, members of the Management Board, and the Director General of the Company,
  • develop principles and criteria of remuneration for members of the Board of Directors, members of the Management Board, the Director General of the Company, the management organization, or the manager,
  • regularly evaluate the activities of the Director General of the Company (the management organization or the manager) and members of the Management Board and prepare proposals to the Board of Directors of the Company as to whether they can be reappointed,
  • develop principles and criteria related to remuneration for the Chairman and members of the Internal Audit Commission of the Company,
  • formulate recommendations for the formation of the personnel reserve of the Company and SDCs.

In 2014, there was one change of the composition of the Nomination and Remuneration Committee of the Board of Directors of the Company.

Members of the Nomination and Remuneration Committee for the period from January 1, 2014, to September 10, 2014, appointed by the decision adopted by the Board of Directors of the Company on October 21, 2013

Name

Position1

M. V. Ochirova
Chairperson of the Committee

Member of the Board of Directors, ROSSETI; Director of the Corporate Department, MMC Norilsk Nickel

B. I. Ayuyev

Member of the Board of Directors, ROSSETI; Chairman of the Management Board, SO UPS

V. V. Nikonov

Member of the Board of Directors, ROSSETI; Director of the Energy Department, Rosneft

E. B. Titova

Member of the Board of Directors of ROSSETI

P. O. Shatsky

Member of the Board of Directors, ROSSETI; First Deputy Director General, Gazprom Energoholding

1 The positions specified are as of the time of election

Members of the Nomination and Remuneration Committee for the period from September 10, 2014, to December 31, 2014, appointed by the decision adopted by the Board of Directors of the Company on September 10, 2014 (composed of 3 people)

Name

Position1

A. A. Makarov
Chairman of the Committee

Member of the Board of Directors, ROSSETI; Academician, Russian Academy of Sciences

A. S. Kalinin

Member of the Board of Directors, ROSSETI; First Vice President, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business

S. N. Mironosetsky

Member of the Board of Directors of ROSSETI

1 The positions specified are as of the time of election

The Committee consists only of independent nonexecutive directors, which meets the stock exchange requirements applicable to issuers whose shares are included on Quotation Lists 1 and 2 (A and B before June 9, 2014).

From among the most significant issues considered by the in 2014, it is important to mention the following:

  • Approval of qualification requirements for the chief executives of subsidiaries and dependent companies of ROSSETI
  • Personnel and Social Policy of ROSSETI

During 2014, the Nomination and Remuneration Committee held 4 meetings, dealing with 11 issues

Participation of members of the Nomination and Remuneration Committee in corporate actions in 2014

#

Name

Total

Meetings

Absentee Voting

1

Boris Ilyich Ayuyev

2

2

2

Alexander Sergeyevich Kalinin

2

2

3

Alexei Aleksandrovich Makarov

2

2

4

Sergei Nikolaevich Mironosetsky

2

2

5

Vasily Vladislavovich Nikonov

2

2

6

Maria Valerievna Ochirova

2

2

7

Elena Borisovna Titova

2

2

8

Pavel Olegovich Shatsky

1

1

Valuation Committee

The goal of the Valuation Committee is to assist the Board of Directors in its functions related to developing and supervising asset and business valuation for the Company, its SDCs, new companies, and other economic entities involved in transactions. This work is in accordance with the requirements set forth in Federal Law of the Russian Federation No. 135-FZ of July 29, 1998, “On Valuation Activities in the Russian Federation” and Federal Valuation Standards.

The principal objectives of the Valuation Committee are as follows: supervising activities related to the appraisal of assets for the Company and SDCs; engaging independent experts to advise on the issues falling within the competence of the Committee.

In 2014, there was one change of the composition of the Valuation Committee of the Board of Directors of the Company.

Members of the Valuation Committee for the period from January 1, 2014, to September 10, 2014, appointed by the decision adopted by the Board of Directors of the Company on October 21, 2013

Name

Position1

D. M. Belenky
Chairman of the Committee

Member of the Management Board, First Deputy Director General for Investment ROSSETI

A. M. Airapetyan

Director of the Property Accounting and Management Department, ROSSETI

A. A. Balaeva

Head of the Audit Department of the Division for Organization of Federal Property Valuation, Federal Agency for State Property Management of the Russian Federation

V. V. Valyagin

Head of the “Sale of Noncore Assets” Project Office, OOO Gazprom Energoholding

Ye. V. Petrovskaya

General Director, Association of Russian Valuation Masters Self-Regulatory Organization

R. V. Pugachyov

Head of the Finance Department, Mezhregionenergosbyt

S. Remes

Member of the Board of Directors, ROSSETI; Director General, Kiuru

A. A. Sukhov

Deputy Chairman of the Management Board, TSA

S. A. Tabakova

President, Russian Society of Appraisers

E. B. Titova

Member of the Board of Directors of ROSSETI

M. A. Fedotova

Deputy Rector, Financial University under the Government of the Russian Federation, and President, SMAO Association of Appraisers

V. K. Yavorsky

Member of the Presidium, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business, and Chairman, OSBI-CLASS Audit and Consulting Group

1 The positions specified are as of the time of election.

Members of the Valuation Committee for the period from September 10, 2014, to December 31, 2014, appointed by the decision adopted by the Board of Directors of the Company on September 10, 2014 (composed of 10 people)

Name

Position1

D. M. Belenky
Chairman of the Committee

Member of the Management Board, First Deputy Director General for Investment ROSSETI

A. M. Airapetyan

Director of the Property Accounting and Management Department, ROSSETI

A. A. Balaeva

Head of the Audit Department of the Division for Organization of Federal Property Valuation, Federal Agency for State Property Management of the Russian Federation

V. V. Valyagin

Head of the “Sale of Noncore Assets” Project Office, OOO Gazprom Energoholding

K. V. Zavizenov

Deputy Director of the Electric Power Industry Development Department, Ministry of Energy of the Russian Federation

Ye. V. Petrovskaya

General Director, Association of Russian Valuation Masters Self-Regulatory Organization

S. A. Tabakova

President, Russian Society of Appraisers

M. A. Fedotova

Deputy Rector, Financial University under the Government of the Russian Federation, and President, SMAO Association of Appraisers

A. V. Shevchuk

Executive Director, Investor Protection Association

V. K. Yavorsky

Member of the Presidium, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business, and Chairman, OSBI-CLASS Audit and Consulting Group

1 The positions specified are as of the time of election.

During 2014, the Valuation Committee held 6 meetings, dealing with 21 issues related to asset valuation for the purposes of acquisition and disposal

Participation of members of the Valuation Committee in corporate actions in 2014

#

Name

Total

Meetings

Absentee Voting

1

Arman Mushegovich Airapetyan

6

6

2

Anna Alekseyevna Balaeva

6

6

3

Dan Mikhailovich Belenky

6

6

4

Vladimir Viktorovich Valyagin

6

6

5

Konstantin Vladimirovich Zavizenov

3

3

6

Yelena Vladimirovna Petrovskaya

5

5

7

Roman Viktorovich Pugachyov

3

3

8

Seppo Juha Remes

1

1

9

Aleksey Albertovich Sukhov

3

3

10

Svetlana Alekseyevna Tabakova

6

6

11

Elena Borisovna Titova

3

3

12

Marina Alekseyevna Fedotova

6

6

13

Alexander Viktorovich Shevchuk

3

3

14

Viktor Korneyevich Yavorsky

6

6

Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee

The goal of the I nvestment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee is to assist the Board of Directors of the Company in performing its functions related to ensuring the implementation of the Company’s investment and technical policies, reliability assurance, energy efficiency, and innovative development of the Company.

The principal objectives of the Committee are as follows:

  • analyze proposals and formulate recommendations for the Company’s Board of Directors with respect to the implementation of the investment and technical policies, reliability assurance, energy efficiency, and innovative development of the Company,
  • monitor the implementation of:
    – the consolidated investment program of the Company,
    – the Annual Comprehensive Procurement Program of the Company’s SDCs with respect to large investees,
    – the Consolidated Innovative Development Program of the Company,
    – the Consolidated Energy Conservation and Energy Efficiency Enhancement Program of the Company,
    – the Regulations for the Uniform Technical Policy of RO SSETI in the Distribution Grid Sector;
  • analyze proposals and formulate recommendations for the Company’s Board of Directors with respect to the preparation of and amendments to internal corporate documents (standards, codes, regulations, procedures, forms) in relation to the investment and technical activities, reliability assurance, energy efficiency, and innovative development of the Company,
  • analyze applicable regulatory documents and formulate recommendations for the Company’s Board of Directors with respect to the implementation of the investment and technical policies, reliability assurance, energy efficiency, and innovative development of the Company.

In the reporting period, there was one change of the composition of the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee.

Members of the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee for the period from January 1, 2014, to September 10, 2014, appointed by the decision adopted by the Board of Directors of the Company on October 21, 2013

Name

Position1

B. I. Ayuyev
Chairman of the Committee

Member of the Board of Directors, ROSSETI; Chairman of the Management Board, SO UPS

D. M. Belenky

Deputy Chairman of the Committee; First Deputy Director General for Investment ROSSETI

S. O. Ashirov

Member of the Board of Directors, ROSSETI; Director General, Mezhregionenergosbyt

V. S. Bezzubtsev

Deputy Head of the Federal Service for Environmental, Technological and Nuclear Supervision of the Russian Federation

R. N. Berdnikov

Member of the Management Board, First Deputy Director General for Technical Policy, ROSSETI

D. I. Gotlib

Deputy Director General for Sales and Development of Services, ROSSETI

A. I. Dybov

Advisor to the Chairman of the Board of Directors, ROSSETI

A. F. Dyakov

President, Unified Energy Sector of Russia Corporation, and President, NP STC UPS

M. A. Kolesnikov

Member of the Presidium and Head of the Electric Power Committee, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business

I. Yu. Korobkina

Deputy Head of the Division for Electric Utilities Development and Electric Utilities Marketing, Gazprom

P. Yu. Korsunov

Deputy Director General for Innovative Development, ROSSETI

V. V. Kudryavy

Advisor to President, EUROCEMENT Group

L. V. Mazo

Director General, CEMC UES

A. Ye. Murov

Member of the Board of Directors, ROSSETI; First Deputy Chairman of the Management Board, FGC UES

A. S. Naryshkin

Deputy Head of the Administrative Office of the Chairman of the Board of Directors, FGC UES

D. V. Ponomarev

E. Ferlenghi

Member of the Board of Directors, ROSSETI; Head of the Eni Representative Office in the Russian Federation and the CIS

T. V. Fisenko

Director of the Budget Planning and Accounting Department, Ministry of Energy of the Russian Federation

A. N. Shishkin

Member of the Board of Directors, ROSSETI; Vice President, Rosneft

1 The positions specified are as of the time of election.

Members of the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee for the period from September 10, 2014, to December 31, 2014, appointed by the decision adopted by the Board of Directors of the Company on September 10, 2014 (composed of 20 people)

Name

Position1

B. I. Ayuyev
Chairman of the Committee

Member of the Board of Directors, ROSSETI; Chairman of the Management Board, SO UPS

D. M. Belenky

Deputy Chairman of the Committee; member of the Management Board, First Deputy Director General for Investment ROSSETI

S. A. Balaeva

Deputy Director General for Investment, ROSSETI

O. G. Barkin

Member of the Board of Directors, ROSSETI; De­puty Chairman of the Board, NP Market Council

R. N. Berdnikov

Member of the Management Board, First Deputy Director General for Technical Policy, ROSSETI

Yu. Ye. Dolin

Deputy Director General for Capital Construction, Gazprom Energoholding

V. F. Vashkevich

Deputy Director General for Grid Development and Service Provision, North-West MES, a branch of FGC UES

Ye. N. Zemlyanoy

Deputy Director General for Economic Affairs and Finance, Gazprom Energoholding

B. I. Mekhanoshin

Member of the Editorial Board, Electricity. Transmission and Distribution, expert of the Committee on Energy, State Duma of the Russian Federation, and member of the Board of Directors, CES Group

M. A. Kolesnikov

Member of the Presidium and Head of the Electric Power Committee, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business

I. Yu. Korobkina

Deputy Head of the Division for Electric Utilities Development and Electric Utilities Marketing, Gazprom

L. V. Mazo

Director General, CEMC UES

D. D. Mikheev

Head of the Long-Term Electric Power Industry Development Unit of the Electric Power Industry Development Department, Ministry of Energy of the Russian Federation

A. V. Molsky

Deputy Chairman of the Management Board, FGC UES

V. V. Nikonov

Director of the Energy Department, Rosneft

Yu. V. Osokin

Director General, Startelecom, and member of the Presidium, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business

D. V. Ponomarev

Director for Government and Public Relations, EN+ Group

V. V. Sofyin

Director of the Department for Technological Development and Innovation, ROSSETI

A. V. Shevchuk

Executive Director, Investor Protection Association

A. N. Shishkin

Member of the Board of Directors, ROSSETI; Vice President, Rosneft

1 The positions specified are as of the time of election.

During 2014, the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee held 12 meetings, dealing with 20 issues

From among the most significant issues considered by the in 2014, it is important to mention the following:

  • Review of the consolidated investment program of ROSSETI for 2015–2019.
  • Innovative Development, Energy Conservation, and Energy Efficiency Policy of ROSSETI
  • Formulation of the Unified Energy Conservation and Energy Efficiency Enhancement Program of Subsidiaries and Dependent Companies of ROSSETI
  • Approval of the Annual Comprehensive Procurement Program of ROSSETI for 2014
  • Ongoing measures to improve the efficiency of implementing investment programs of subsidiaries and dependent companies of ROSSETI , including the programs ensuring the implementation of the relevant decisions of the Government of the Russian Federation and federal executive authorities
  • Approval of the Innovative Development Program of ROSSETI for 2014–2018 with long-term plans until 2020
  • Progress in conducting the technological and price audit of investment programs of subsidiaries and dependent companies of ROSSETI
  • Approval of the Schedule of Formulating the Consolidated Investment Program of RO SSETI and Reporting on Its Implementation
  • Review of the Investment Policy of ROSSETI

Participation of members of the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee in corporate actions in 2014

#

Name

Total

Meetings

Absentee Voting

1

Stanislav Olegovich Ashirov

6

6

2

Boris Ilyich Ayuyev

12

12

3

Svetlana Alexandrovna Balaeva

6

6

4

Oleg Gennadyevich Barkin

4

4

5

Valery Sergeyevich Bezzubtsev

0

0

6

Dan Mikhailovich Belenky

12

12

7

Roman Nikolaevich Berdnikov

10

10

8

Vladimir Frantishkovich Vashkevich

5

5

9

Dmitry Igorevich Gotlib

2

2

10

Yuri Yefimovich Dolin

6

6

11

Alexander Ivanovich Dybov

6

6

12

Anatoly Fyodorovich Dyakov

4

4

13

Yevgeny Nikolayevich Zemlyanoy

5

5

14

Mikhail Aleksandrovich Kolesnikov

10

10

15

Irina Yurievna Korobkina

12

12

16

Pavel Yurievich Korsunov

4

4

17

Viktor Vasilyevich Kudryavy

5

5

18

Leonid Vladimirovich Mazo

6

6

19

Boris Iosifovich Mekhanoshin

5

5

20

Dmitry Dmitryevich Mikheev

3

3

21

Aleksey Valeryevich Molsky

3

3

22

Andrey Yevgenyevich Murov

6

6

23

Andrey Sergeyevich Naryshkin

4

4

24

Vasily Vladislavovich Nikonov

4

4

25

Yuri Vladimirovich Osokin

5

5

26

Dmitry Valeryevich Ponomarev

11

11

27

Vladimir Vladimirovich Sofyin

5

5

28

Ernesto Ferlenghi

5

5

29

Tatiana Vladimirovna Fisenko

0

0

30

Alexander Viktorovich Shevchuk

4

4

31

Andrey Nikolayevich Shishkin

5

5

Society, Customer, and Government Relations and Information Policy Committee

The principal goal of the Society, Customer, and Government Relations and Information Policy Committee is to formulate recommendations for the Board of Directors of the Company with respect to improving the Company’s activities in the area of relations with governmental agencies and local government authorities, improving the quality and reliability of customer service, and implementing the Company’s uniform information policy.

The principal objectives of the Committee are to provide the Board of Directors of the Company with recommendations for:

  • implementing the Company’s uniform internal and external information policies,
  • maintaining relations with governmental agencies and local government authorities,
  • maintaining relations across a broad spectrum with civil society (including public organizations and movements, labor unions, and environmentalist associations),
  • improving customer service quality,
  • implementing the government’s policy on the satisfaction of households’ socially important needs and interests. In 2014, there was one change of the composition of the Society, Customer, and Government Relations and Information Policy Committee.

Members of the Society, Customer, and Government Relations and Information Policy Committee for the period from January 1, 2014, to September 10, 2014, appointed by the decision adopted by the Board of Directors of the Company on October 21, 2013

Name

Position1

V. Ye. Mezhevich
Chairman of the Committee

Deputy Director General for Strategic Communications

D. A. Bobkov

Director of the Department for Information Policy and Public Relations, ROSSETI

G. V. Boos

Member of the Board of Directors, ROSSETI; President, Boos Lighting Group Management Company

I. F. Esipova

General Director, Center for Communication Development in the Energy Sector

A. V. Ilyashenko

Chairman of the Management Board, Regional Media Network, and analyst, Voice of Russia

A. S. Kalinin

Vice President, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business

P. A. Kiryan

Editor-in-Chief, RBC Daily

D. A. Klokov

Director of External Communications, FGC UES

A. Ya. Reznichenko

Editor-in-Chief, RIA Science

S. Remes

Member of the Board of Directors, ROSSETI; Director General, Kiuru

N. D. Rogalev

Rector, Moscow Power Engineering Institute (National Research University)

V. I. Salygin

Director, International Institute of Energy Policy and Diplomacy of the Moscow State Institute of International Relations (University) of the Ministry of Foreign Affairs of the Russian Federation

E. Ferlenghi

Member of the Board of Directors, ROSSETI; Head of the Eni Representative Office in the Russian Federation and the CIS

A. A. Khurudzhi

Chairman of the Management Board, Noncommercial Partnership of Territorial Power Grid Organizations

1 The positions specified are as of the time of election.

Members of the Society, Customer, and Government Relations and Information Policy Committee for the period from September 10, 2014, to December 31, 2014, appointed by the decision adopted by the Board of Directors of the Company on September 10, 2014 (composed of 9 people)

Name

Position1

V. Ye. Mezhevich
Chairman of the Committee

Member of the Management Board, Deputy Director General for Strategic Communications

D. A. Bobkov

Director of the Department for Information Policy and Public Relations, ROSSETI

I. F. Esipova

General Director, Center for Communication Development in the Energy Sector

A. N. Zharkov

Chairman of the Board, Moscow City Branch of OPORA RUSSIA All-Russian Public Organization of Small and Medium Business

A. V. Ilyashenko

Chairman of the Management Board, Regional Media Network, and analyst, Voice of Russia

A. M. Lyubimov

Member of the Executive Board, RBC

V. I. Salygin

Director, International Institute of Energy Policy and Diplomacy of the Moscow State Institute of International Relations (University) of the Ministry of Foreign Affairs of the Russian Federation

A. A. Khurudzhi

Chairman of the Management Board, Noncommercial Partnership of Territorial Power Grid Organizations

A. A. Erdyniev

Deputy Director of the Electric Power Industry Development Department, Ministry of Energy of the Russian Federation

During 2014, the Society, Customer, and Government Relations and Information Policy Committee held 3 meetings, dealing with 3 issues

  • Review of the report on the findings of social research,
  • Policy on Society, Customer, and Government Relations of ROSSETI,
  • Review of the performance report of the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of RO SSETI .

Participation of members of the Society, Customer, and Government Relations and Information Policy Committee in corporate actions in 2014

#

Name

Total

Meetings

Absentee Voting

1

Dmitry Alekseyevich Bobkov

3

1

2

2

Georgy Valentinovich Boos

0

0

0

3

Irina Feliksovna Esipova

3

1

2

4

Andrey Vitalyevich Ilyashenko

3

1

2

5

Alexander Sergeyevich Kalinin

3

1

2

6

Pyotr Andreyevich Kiryan

2

1

1

7

Dmitry Aleksandrovich Klokov

2

1

1

8

Valentin Yefimovich Mezhevich

3

1

2

9

Andrey Yakovlevich Reznichenko

0

0

0

10

Seppo Juha Remes

2

1

1

11

Nikolay Dmitryevich Rogalev

2

1

1

12

Valery Ivanovich Salygin

3

1

2

13

Ernesto Ferlenghi

2

1

1

14

Alexander Aleksandrovich Khurudzhi

3

1

2

Remuneration for the Board of Directors and Committees

The amounts and payment procedure of remuneration and compensation for members of the Board of Directors of ROSSETI are defined by the Regulations for Remuneration and Compensation for Members of the Internal Audit Commission of ROSSETI (restated version) approved by the Annual General Meeting of Shareholders of the Company on June 30, 2014.

In accordance with the R egulations, the base amount of remuneration for serving on the Board of Directors is determined by the following criteria:

  • the total number of meetings of the Board of Director for the closed corporate year, and the number of meetings in which the member of the Board of Directors takes part;
  • the revenues calculated in accordance with Russian Accounting Standards and received in the financial year.

On top of the base remuneration, the Regulations specify the following premiums:

#

Position/Grounds for Remuneration

Premium*

1

Chairman of the Board of Directors of the Company

30%

2

Chairman of a specialized committee of the Board of Directors of the Company

20%

3

Member of a specialized committee of the Board of Directors of the Company

10%

* No premium for holding office as chairman and/or a member of a specialized committee is paid if such committee of the Board of Directors holds less than three meetings in the corporate year

The Regulations specify that any member of the Board of Directors shall be compensated for expenses in connection with participation in a meeting of the Board of Directors in accordance with the rates applied by the Company to reimbursement for travel expenses at the time of such meeting.

No remuneration shall be paid to any member of the Board of D irectors of the Company if such member fails to participate in more than 50% of the meetings held from the election of such member until the termination of such member’s powers.

On June 30, 2014, the Annual General Meeting of Shareholders resolved not to pay remuneration for serving on the Board of Directors to members of the Board of Directors for 2013 as specified in the Regulations for Remuneration and Compensation for Members of the Board of Directors of the Company approved by the decision adopted by the A nnual General Meeting of Shareholders of the Company on June 23, 2010.

Expenses Associated with Liability Insurance for Members of the Board of Directors

ROSSETI takes out liability insurance for directors and officers (including members of the Board of Directors, members of the Management Board, and independent directors) to indemnify the Company’s shareholders, creditors, and other persons for their damage (losses) caused by the mistakes and unintentional acts (omission to act) on the part of such directors and officers while they perform their managerial activities.

The insurance premium under the insurance contract is 3.5 million rubles, while the total insured amount (aggregate limit of liability) is 100 million US dollars.

The liability insurance contract provides directors and officers with coverage consistent with international insurance standards as to insured risks and indemnity limits.

Internal Audit Commission

Internal Audit Commission

Members of the Internal Audit Commission

Name

Position1

Alan Fyodorovich Khadziev
Chairman of the Internal
Audit Commission

Division Head, Ministry of Energy of the Russian Federation

Denis Rishievich Kant
Mandal

Acting Division Head, Federal Agency for State Property Management of the Russian Federation

Vladimir Yulianovich
Skobarev

General Director, Moore Stephens Rus

Vladimir Vasilyevich
Khvorov

Lead Expert of the Division, Ministry of Economic Development of the Russian Federation

Astkhik Artashesovna
Bashindzhagyan

Consultant of the Division, Ministry of Energy of the Russian Federation

¹ The positions specified are as of the time of election.

Remuneration paid to members of the Internal Audit Commission in 2014

The amount of remuneration paid to members of the Internal Audit Commission in 2014 is 607,000 rubles.

External Auditor

Based on the results of a public bidding procedure for the right to enter into the agreement to conduct a mandatory annual audit of the statements of ROSSETI for 2014 (the Minutes of the Meeting of the Bidding Commission of April 8, 2014), the Annual General Meeting of Shareholders of ROSSETI approved on June 30, 2014, Ernst & Young LLC as the Company’s auditor (hereinafter, the “Auditor”).

Ernst & Young LLC is a member of Ernst & Young Global Limited, one of the Big Four accounting firms. Location: Russia, 115035, Moscow, Sadovnicheskaya naberezhnaya, 77, str. 1.

The Auditor of the Company is a member of a self-regulatory organization of auditors, the Auditor Chamber of Russia, in accordance with the decision adopted by the Board of the Auditor Chamber of Russia on December 21, 2009, and is registered on the Register of Auditors and Audit Organizations of the self-regulatory organization of auditors, the Auditor Chamber of Russia, under Principal Registration Number 10201017420 (Membership Certificate No. 3028, Series B No. 000517).

The Auditor’s professional liability is insured by AlfaStrakhovanie (Russia, Moscow, ul. Shabolovka, 31B, INN (Taxpayer Identification Number) 7713056834), Insurance Policy No. Z691J/756/0002/4, valid until May 31, 2015.

The Auditor’s independence and objectivity are duly proved.

In accordance with the provisions of the Corporate Governance Code recommended by the Bank of Russia (Letter No. 06-52/2463 of April 10, 2014), Regulation of the Bank of Russia No. 437-P of October 17, 2014, “On Conducting Regulated Trading,” and the Regulations for the Audit Committee of the Board of Directors of RO SSETI , the Auditor’s report was assessed by the Audit Committee of the Board of Directors of RO SSETI .

The Audit Committee of the Board of Directors RO SSETI stated that:
– the audit was conducted in accordance with the terms and conditions of the agreement between Ernst & Young LLC and ROSSETI and subject to the audit procedures;
– the auditor’s report is in compliance with the requirements set forth in Federal Law No. 307-FZ of December 30, 2008, “On Auditing” and Federal Auditing Rules (Standards).