Board of Directors

 The Board of Directors administers the Company’s activities, except for the issues referred to the GSM competence by the Joint-Stock Companies’ Act and the Charter. The BoDBoard of Directors ensures control over the executive bodies, efficient interaction among the bodies and observation and protection of rights and legitimate shareholder interests. The BoDBoard of Directors competence includes decision-taking on the following key issues:

  • determination of priorities and development strategy of the Company;
  • placement of bonds and other securities (except for the cases stipulated by the Russian legislation and the Charter);
  • election of the CEOChief Executive Officer and pre-term termination of the powers (including resolutions on pre-term cancellation of the CEOChief Executive Officer’s labor contract);
  • determination of MBManagement Board membership, election of MBManagement Board members, remunerations and compensations paid to the MBManagement Board members, pre-term termination of the powers;
  • recommendations on the amount of dividends on shares and payout procedure;
  • approval of major transactions and interested-party transactions (in cases stipulated by the Joint-Stock Companies’ Act).

The full list of key competence issues of the BoDBoard of Directors is set forth by the Charter (item 15.1, article 15).

In 2014 there were 23 BoDBoard of Directors sessions that reviewed 233 issues on various issues related to Company’s operations.

  In-absentia session In-presentia/in-absentia session
Board of Directors elected by the AGSMAnnual General Shareholder Meeting on 13.06.2013 11 0
Board of Directors elected by the AGSMAnnual General Shareholder Meeting on 27.06.2014 11 1

In 2014 the Board of Directors has approved the following priorities:

1) Certification of equipment, materials and systems on the Company’s facilities (protocol #146 dd. 6.06.2014);

According to the BoDBoard of Directors resolution the Company will arrange the Commission dealing with the certification of equipment, materials and systems as well as prepare and approve the Regulations on the Commission.

2) Improvement of Internal Control and Risk Management System, Evolution of Internal Audit (protocol #151 dd. 28.08.2014).

During 2014 to evolve the internal control and risk management system the Board of Directors has approved the following internal documents:

In 2014 the Board of Directors approved 35 interested-party transactions1. There were no transactions acknowledged by the Joint-Stock Companies’ Act as major as well as other transactions which are, under the Charter, subject to major transaction approval procedure in 2014.

According to item 16.1 of the Charter the Board of Directors consists of 11 persons. The Board of Directors, effective till 27.06.2014, was elected by the AGSMAnnual General Shareholder Meeting on 13.06.2013 (protocol #6 dd. 14.06.2013)2:

Ruslan Raisovich MAGADEEV (1977)
Education: Magnitogorsky State Technical University. Since 2013 Head of Operating Technological Management Department at IDGCInterregional Distributive Grid Company Holding. Share in the charter capital – none.

Seppo Uha REMES (1955)
Education: Oulu University and High School of Economics and Business Administration (Finland). Since 2008 General Director at Kiuru, since 2006 - the BoDBoard of Directors Chairperson of EOS Russia. Share in the charter capital – none.

Mikhail Viktorovich AZOVTSEV (1978)
Education: State University – High School of Economics (Moscow). Since 2012 Project Director at GK Renova. Share in the charter capital – none.

Evgenyi Rudolfovich VILLEVALD (1971)
Education: Moscow Lomonosov State University. Since 2012 Project Director at GK Renova. Share in the charter capital – none.

Natalya Aleksandrovna OZHE (1974)
Education: Moscow Lomonosov State University. Since 2012 Project Director at GK Renova. Share in the charter capital – none.

Dmitry Igorevich GOTLIB (1979)
Education: Chuvashia State University. In 2013 Deputy General Director for Development and Sales at Russian Grids. Share in the charter capital – none.

Evgenyi Nikolayevich ZHUYKOV (1961)
Education: Sverdlovsk Economics University (profession: Economics and Supply Planning). Since 2011 General Director at FSK UESFederal Grid Company – MES of the Urals. Share in the charter capital – none.

Madina Valeryevna KALOEVA (1980)
Education: North Osetia State University. Since 2012 Deputy Director for Corporate Governance, Pricing Environment and Control Operations in FEC at Russian Ministry of Energy. Share in the charter capital – none.

Anton Mikhailovich KISLYAKOV (1970)
Education: Moscow State Law Academy. Since 2008 First Deputy Head of Legal Department at IDGCInterregional Distributive Grid Company Holding. Share in the charter capital – none.

Valery Nikolayevich RODIN (1952)
Education: Urals Polytechnic Institute (profession: Thermal Power Plants). 2009-2014 General Director of IDGCInterregional Distributive Grid Company of Urals. Share in the charter capital – 0.0081%.

Aleksandr Nikolayevich FADEEV (1949)
Education: Moscow Institute of geodesy, aerial photography and cartography. Since 2011 Security Director at FSK UESFederal Grid Company. Share in the charter capital – none.

The current membership of the Board of Directors was elected by the AGSMAnnual General Shareholder Meeting on 27.06.2014 (protocol #7 dd. 27.06.2014)3:

Sergey Vladimirovich SERGEEV (1976)
Education: higher, Novocherkassk State Technical University. Extended education: Retraining Institute for FEI Directors and Specialists. Since 2014 Deputy General Director for Capital Construction at Rosseti. Share in the charter capital – none.

Viktor Viktorovich MAMIN (1982)
Education: higher, Director of Corporate Governance, Price Environment and Control Department in FEI at the Russian Ministry of Energy. Share in the charter capital – none.

Sergey Aleksandrovich PETROV (1978)
Education: higher, Chuvashia State University. Since 2013 Head of Directorate for Equipment Exploitation of Production Asset Management Department at Rosseti. Share in the charter capital – none.

Yuri Vladimirovich GONCHAROV (1977)
Education: higher, Moscow State Mining University. Since 2013 Deputy General Director for Corporate Governance at Rosseti. Share in the charter capital – none.

Yulia Vitalyevna YASCHERITSYNA (1978)
Education: higher, Moscow State Economics and Statistics Institute. Since 2013 Director of Economic Planning and Budgeting Department at Rosseti. Share in the charter capital – none.

Valery Nikolayevich RODIN (1952)
Education: higher, Urals Polytechnic Institute. Since the Chairperson of the Board of Directors at IDGCInterregional Distributive Grid Company of Urals. Share in the charter capital – 0.0081%.

Denis Aleksandrovich MALKOV (1974)
Education: higher, Urals Polytechnic Institute. Since 2013 Director of Metering and Sales Department at Rosseti. Share in the charter capital – none.

Konstantin Mikhailovich YUSHKOV (1964)
Education: higher, Urals Polytechnic Institute. Since 2010 Portfolio advisor at Wermuth Asset Management System GmbH. Share in the charter capital – 0.0301%.

Mikhail Viktorovich AZOVTSEV (1978)
Education: higher, State University – High School of Economy. Since 2013 Project Director at GK RENOVA. Share in the charter capital – none.

Natalya Aleksandrovna OZHE (1974)
Education: higher, Lomonosov Moscow State University. Since 2012 Project Director at GK RENOVA. Share in the charter capital – none.

Yakov Savelyevich TESIS (1974)
Education: higher, Lomonosov Moscow State University. Since 2012 Project Director at GK RENOVA. Share in the charter capital – none.

The BoDBoard of Directors members performed no transactions on share acquisition or alienation during the reported period. To ensure the objectivity of adopted resolutions and balance of interest expressed by different shareholder groups the Company strives to have at least 3 (Three) independent directors.

Criteria determining the amount and payment frequency of the BoDBoard of Directors remunerations as well as the amount of BoDBoard of Directors-related expense compensation are determined by the Regulations on Remunerations and Compensations paid to the BoDBoard of Directors members approved by the AGSMAnnual General Shareholder Meeting (protocol #6 dd. 14.06.2013). According to the Regulations BoDBoard of Directors remuneration consists of fixed and variable parts and includes 3 payment categories:

  1. For each BoDBoard of Directors session in which a BoDBoard of Directors member participated (individual work).
  2. Additional remuneration for net profit according to RASRussian Accounting Standards statements, approved by the AGSMAnnual General Shareholder Meeting.
  3. Additional remuneration for increased capitalization during the BoDBoard of Directors terms of office.

To view the full version of the Regulations, please, visit Section “Founding and Internal Documents” of our official web-site.

1 Interested-party transactions approved by the BoDBoard of Directors in 2014 are disclosed in the Appendix hereof.

2 - All BoDBoard of Directors positions are as of the election date. All BoDBoard of Directors members gave written consent, as stipulated by the Russian legislation, on the use of personal information in the annual report.

3 - All BoDBoard of Directors positions are as of the election date. All BoDBoard of Directors members gave written consent, as stipulated by the Russian legislation, on the use of personal information in the annual report.

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