Board Committees

The Committees are consultative bodies enabling efficient company governance by the BoDBoard of Directors. The Committees act according to the Regulations stipulating their status, aims and goals, rights and liabilities, structure and membership. In their activities the Committees adhere to federal laws, other Russian regulatory documents, the Charter, the Regulations on the Procedure for BoDBoard of Directors Convention and Arrangement and BoDBoard of Directors resolutions. During 2014 there were 5 Committees in the Company:

  1. Audit Committee

    Regulating documents:

    Key goals:

    The key objective of the Committee shall be drawing-up of recommendations to the BoDBoard of Directors in control over:
    • A process and procedures of financial (accounting) statement generation, including the review of financial (accounting) statements;
    • The efficiency of internal control and risk management systems;
    • The selection of an independent external auditor and his evaluation;
    • Activities of a department responsible for internal control/audit;
    • The observation of the Russian legislation, industry standards, internal regulatory documents of the Company.

    The membership of the Committee is determined by the Board of Directors and totals 5 members. In 2014 there were 10 sessions of the Committee. The current membership of the Committee was approved by the BoDBoard of Directors resolution (protocol #149 dd. 28.07.2014):

    Julia Vitalyevna YASCHERITSYNA
    Denis Aleksandrovich MALKOV
    Sergey Aleksandrovich PETROV
    Konstantin Mikhailovich YUSHKOV
    Mikhail Viktorovich AZOVTSEV

    The Committee reviewed a wide range of important issues during 2014, including:
    • Efficiency of risk management and internal control system (protocols #32 dd. 25.03.2014, #35 dd. 09.06.2014);
    • Technical specifications and tender requirements related to the selection of external auditor (protocol #41 dd. 22.12.2014);
    • Review of progress reports prepared by the IA&RM Department (protocols #31 dd. 25.02.2014, #34 dd. 14.05.2014, #38 dd. 29.08.2014, #40 dd. 29.10.2014);
    • Review of comments from the external auditor on problems of RASRussian Accounting Standards and IFRSInternational Financial Reporting Standards reporting (protocols #32 dd. 25.03.2014, #34 dd. 14.05.2014, #39 dd. 26.09.2014);
    • Evaluation of the auditor report proving authenticity of the annual financial statements and evaluation of external audit efficiency in 2013 (protocol #33 dd. 15.04.2014).

    Resolutions of the Committee are published in Section “Committees of the Board of Directors” of our official web-site.

  2. Personnel and Remunerations Committee

    Regulating documents:

    Key goals:

    The Committee’s goal is to elaborate and submit recommendations (conclusions) on the following directions:
    • Elaboration of recommendations on the amount of remuneration paid to the BoDBoard of Directors members.
    • Elaboration of principles and criteria of remuneration for BoDBoard of Directors members, members of collegiate executive body and person acting as a sole executive body, including managing company or managing director.
    • Elaboration of proposals on the definition of significant conditions in contracts concluded with BoDBoard of Directors members, members of collegiate executive body and person acting as a sole executive body of the Company.
    • Definition of the criteria on the selection of nominees for the membership in the Board of Directors, collegiate executive body and sole executive body as well as preliminary evaluation of the nominees.
    • Regular evaluation of a person functioning as a sole executive body (managing company, managing director) and the members of collegiate executive body of the Company as well as preparation of proposals on reappointment possibility for the BoDBoard of Directors.

    The membership of the Committee is determined by the Board of Directors and totals 5 members. In 2014 there were 10 sessions of the Committee. The current membership of the Committee was approved by the BoDBoard of Directors resolution (protocol #149 dd. 28.07.2014):

    Yuri Vladimirovich GONCHAROV
    Julia Vitalyevna YASCHERITSYNA
    Denis Aleksandrovich MALKOV
    Konstantin Mikhailovich YUSHKOV
    Natalya Aleksandrovna OZHE

    Key issues reviewed by the Committee during the reported period:
    • Approval of the list of positions subject for approval by the BoDBoard of Directors competence in a new version;
    • Preliminary review of the Company’s HQHead-quarters organizational structure;
    • Determination of the quantitative membership of the Management Board, termination of authorities of MBManagement Board members and election of a MBManagement Board member;
    • Preliminary review of the Personnel and Social Policy of the Company.

    Resolutions of the Committee are published in Section “Committees of the Board of Directors” of our official web-site.

  3. Strategy and Development Committee

    Regulating documents:

    Key goals:

    The Committee’s goal is to elaborate and submit recommendations (conclusions) to the Company’s BoDBoard of Directors on the following BoDBoard of Directors directions:
    • Definition of priorities, strategic aims and main principles of the Company’s strategic development.
    • Increase Company’s investment attractiveness, improvement of investment activity and adoption of grounded investment decisions.
    • Adjustment of the current development strategy.
    • Control over implementation and realization of adopted programs and projects.
    • The Company’s financial planning and dividend policy definition.
    • Evaluation of the Company’s business effectiveness.

    The membership of the Committee is determined by the Board of Directors and totals 13 members. In 2014 there were 8 sessions of the Committee. The current membership of the Committee was approved by the BoDBoard of Directors resolution (protocol #149 dd. 28.07.2014):

    Vladimir Vladimirovich SOFYIN
    Konstantin Mikhailovich YUSHKOV
    Evgeny Rudolfovich VILLEVALD
    Mikhail Viktorovich AZOVTSEV
    Yuri Petrovich SHEVELEV
    Tatyana Aleksandrovna IVANOVA
    Sergey Sergeevich EZIMOV
    Elena Viktorovna BOGACH
    Marina Aleksandrovna LAVROVA
    Irina Vladimirovna BOGACHEVA
    Yuri Veniaminovich ADLER
    Fedor Alekseevich TEREBKOV
    Yuri Alekseevich BORISOV

    Key issues reviewed by the Committee during the reported period:
    • Certification of equipment, materials and systems on Company’s facilities;
    • Improvement of internal control and risk management system, evolution of internal audit;
    • Approval of 2014 adjusted business plan (including investment program) of the Company.
    • Approval of the Company’s business plan, including investment program, for 2015 and forecast for 2016-2019.

    Resolutions of the Committee are published in Section “Committees of the Board of Directors” of our official web-site.

  4. Reliability Committee

    Regulating documents:

    Key goals:

    The Committee’s goals are:
    • Elaboration and submission of recommendations (conclusions) to the Company’s BoDBoard of Directors on the following BoDBoard of Directors directions:
    • Expertise of investment programs and repair plans, fulfillment review from the viewpoint of satisfying requirements for complete reliability.
    • Evaluation of completeness and sufficiency of measures taken as a result of incidents and various technological violations as well as control over their results.
    • Control and evaluation of the Company’s technical services, particularly, in:
      - Complete reliability of network equipment and constructions.
      - Providing operating conditions for main assets as well as informing on the forecasted reliability risks.
    • Review of measures taken to fulfill contractual and economic mechanisms for reliability management.
    • A quarterly reporting to the Board of Directors, including reporting on the technological conditions of the Company’s energy assets.

    The membership of the Committee is determined by the Board of Directors and totals 7 members. In 2014 there were 6 sessions of the Committee. The current membership of the Committee was approved by the BoDBoard of Directors resolution (protocol #149 dd. 28.07.2014):

    Farit Gabdulfatovich SHAYDULLIN
    Aleksandr Yuryevich MATYUSHIN
    Sergey Evgenyevich KADUYSKY
    Viktor Yakovlevich OVCHINNIKOV
    Mikhail Evgenyevich KHARITONOV
    Denis Dmitrievich BELOUSOV
    Aleksey Vladimirovich PLACHKOV

    Key issues reviewed by the Committee during the reported period:
    • Approval of the Complex program on decrease of traumatism risks for Company’s and SACSubsidiary and associated companys’ personnel as well as outsiders at grid facilities for 2014-2017;
    • Review of a report on the arrangement of the system for data collection required to calculate indicative reliability indicators;
    • Review of a report on the preparedness of the Company for 2014/2015 autumn-winter operations.
    • Review of the action plan on the liquidation of hazardous equipment, locations and mechanisms as well as risks of injury for 2014-2016.

    Resolutions of the Committee are published in Section “Committees of the Board of Directors” of our official web-site.

  5. Technological Connection Committee

    Regulating documents:

    Key goals:

    The Committee’s goal shall be to elaborate and submit recommendations (conclusions) to the Company’s BoDBoard of Directors on the following BoDBoard of Directors directions:
    • Elaborating proposals on improvement of antimonopoly legislation and provision of a non-discriminatory access to technological connection services.
    • Elaborating proposals on improvement of the Company’s internal regulations and standards stipulating the provision of a non-discriminatory assess to technological connection services.
    • Elaborating principles and criteria for evaluating the Company’s effectiveness in technological connection.
    • Evaluating the Company’s effectiveness in technological connection. 
    • Analysis of the current TC situation in the Company and preparation of proposals to the Company’s BoDBoard of Directors on consumers’ TC.

    The membership of the Committee is determined by the Board of Directors and totals 7 members. In 2014 there were 5 sessions of the Committee. The current membership of the Committee was approved by the BoDBoard of Directors resolution (protocol #149 dd. 28.07.2014):

    Konstantin Mikhailovich YUSHKOV
    Sergey Aleksandrovich SEMERIKOV
    Sergey Mikhailovich ZOLOTAREV
    Mikhail Evgenyevich KHARITONOV
    Oleg Valeryevich GOLUBTSOV
    Irina Borisovna MASALEVA

    Vladimir Aleksandrovich DAVYDKIN

    Key issues reviewed by the Committee during the reported period:
    • Review of reports on current situation on connection of consumers to the networks;
    • Provision of access to energy infrastructure and quality of connection.

    Resolutions of the Committee are published in Section “Committees of the Board of Directors” of our official web-site.

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