|
Management Bodies (Number of Members) |
Competence |
Articles of Association and Internal Documents |
Frequency of Meetings |
Form of the Meeting |
|
General Meeting of Shareholders |
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.” |
|
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. |
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In-person meeting Voting in absentia |
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COMMITTEES OF THE BOARD OF DIRECTORS |
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Audit Committee |
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In-person meeting Voting in absentia |
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Strategy Committee |
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In-person meeting Voting in absentia |
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Nomination and Remuneration Committee |
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In-person meeting Voting in absentia |
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Valuation Committee |
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In-person meeting Voting in absentia |
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Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee |
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|
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In-person meeting Voting in absentia |
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Society, Customer, and Government Relations and Information Policy Committee |
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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. |
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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.
In accordance with the Russian laws and the Company’s internal documents, notices of the General Meeting of Shareholders are posted on ROSSETI’s corporate website at http://www.rosseti.ru/eng/
Detailed information about the General Meeting of Shareholders can be found on the corporate website at http://www.rosseti.ru/eng/about/managment/ general-meeting/
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 |
|
|
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 |
|
|
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 |
|
|
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 |
|
|
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 |
|
|
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 |
|
|
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 |
|
|
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 |
|
|
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 |
|
|
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 |
|
|
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 |
|
|
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 |
|
|
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 |
|
|
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 |
|
|
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 |
|
|
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:
- A pproval of the Procurement Policy of RO SSETI (Minutes of the Meeting No. 149)
- Innovative Development, Energy Conservation, and Energy Efficiency Policy of RO SSETI (Minutes of the Meeting No. 150)
- Approval of the Internal Audit Policy of RO SSETI (Minutes of the Meeting No. 151)
- Approval of a restated version of the Risk Management Policy of ROSSETI (Minutes of the Meeting No. 151)
- Approval of a restated version of the Internal Control Policy of ROSSETI (Minutes of the Meeting No. 151)
- Economic Policy of RO SSETI (Minutes of the Meeting No. 156)
- Approval of the Policy on Society, Customer, and Government Relations of RO SSETI (Minutes of the Meeting No. 158)
- Approval of the P ersonnel and Social Policy of ROSSETI (Minutes of the Meeting No. 158)
- Approval of the Regulations for Credit Policy of ROSSETI (Minutes of the Meeting No. 169)
- Approval of a restated version of the Regulations for Dividend Policy of RO SSETI (Minutes of the Meeting No. 169)
- Approval of the Comprehensive Security Policy of ROSSETI (Minutes of the Meeting No. 169)
- 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)
- Approval of the Investment Policy of ROSSETI (Minutes of the Meeting No. 174)
|
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 .
|
# |
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 |
|
|
|
2 |
Establishment of the common treasury of the Company and its subsidiary and dependent organizations |
|
|
|
3 |
Implementation of the Smart Grid Construction Investment Project |
|
|
|
4 |
Approval of the Strategy for Developing and Improving the Internal Control System of ROSSETI and Subsidiaries and Dependent Companies |
|
|
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|
# |
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.
Further information about the Management Board can be found on the corporate website at http://www.rosseti.ru/eng/about/managment/composition_management/
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 |
|||
|
In June 2013, he was appointed as the Director General 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 |
Full corporate name: Open Joint-Stock Company Federal Grid Company of Unified Energy System |
||
|
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. |
||
|
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. |
||
|
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: |
|
|
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. |
||
|
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. |
||
|
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
|
# |
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.
Further information about the Management Board can be found on the corporate website at
http://www.rosseti.ru/eng/about/managment/composition_management/
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. |
|
|
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 |
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
|
Name |
Position1 |
|
Alan Fyodorovich Khadziev |
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 |
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 |
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 |
Further information about the Committee can be found on the corporate website at http://www.rosseti.ru/eng/about/managment/strategy/
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 |
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 |
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 |
Further information about the Committee can be found on the corporate website at http://www.rosseti.ru/eng/about/managment/audit/
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 |
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 |
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 |
Further information about the Committee can be found on the corporate website at http://www.rosseti.ru/eng/about/managment/nomination/
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 |
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 |
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.
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 |
Further information about the Committee can be found on the corporate website at http://www.rosseti.ru/eng/about/managment/valuation/
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 |
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 |
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.
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 |
Further information about the Committee can be found on the corporate website at http://www.rosseti.ru/eng/about/managment/investment/
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 |
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 |
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 |
Further information about the Committee can be found on the corporate website at http://www.rosseti.ru/eng/about/managment/society/
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
|
Name |
Position1 |
|
Alan Fyodorovich Khadziev |
Division Head, Ministry of Energy of the Russian Federation |
|
Denis Rishievich Kant |
Acting Division Head, Federal Agency for State Property Management of the Russian Federation |
|
Vladimir Yulianovich |
General Director, Moore Stephens Rus |
|
Vladimir Vasilyevich |
Lead Expert of the Division, Ministry of Economic Development of the Russian Federation |
|
Astkhik Artashesovna |
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).
