Management and Control Bodies
GENERAL MEETING OF SHAREHOLDERS
The Company’s highest management body is the General Meeting of Shareholders. The procedure for convening, preparing, holding, and summarizing the results of the General Meeting of Shareholders is defined by the Regulations for the Preparation and Holding Procedure for the General Meeting of Shareholders of the Company approved by the Annual General Meeting of Shareholders on June 22, 2011.
In 2012, the Company held three General Meetings of Shareholders. On January 14, 2012, the Extraordinary General Meeting of Shareholders discussed the early termination of the powers of the Company’s Board of Directors and elected the following members of the Company’s Board of Directors:
- Georgy Valentinovich Boos
- Nikolay Nikolayevich Shvets
- Denis Vladimirovich Fedorov
- Seppo Juha Remes
- Vladimir Vasilyevich Kolmogorov
- Vladimir Vitalyevich Tatsiy
- Thomas Hendel
- Sergey Vladimirovich Serebryannikov
- Vyacheslav Mikhailovich Kravchenko
- Andrey Removich Bokarev
- Georgy Petrovich Kutovoy
- Viktor Vasilyevich Kudryavy
- Pavel Andreyevich Borodin
- Sergey Renatovich Borisov
- Igor Vladimirovich Khvalin
The Annual General Meeting of Shareholders took place on June 30, 2012. The goal of the Annual General Meeting of Shareholders was to consider the Company’s performance results for 2011. The principal decision made by the AGM concerned the transfer of the powers of the Company’s sole executive body to a management organization, Open Joint-Stock Company Federal Grid Company of Unified Energy System (FGC UES).
The Annual General Meeting of Shareholders of the Company resolved to pay dividends on the Company’s preference shares out of undistributed profits of prior years in the amount of 0.07 ruble per preference share. With respect to dividend payment based on performance results in 2011, the Company’s Annual General Meeting of Shareholders resolved not to pay dividends on preference and ordinary shares in the Company.
The Annual General Meeting of Shareholders also adopted the following decisions:
- Approval of the Company’s Annual Report and its annual accounting statements;
- Approval of the Company’s profit distribution and remuneration paid for serving on the Board of Directors to members of the Board of Directors other than those who hold public office for 2011;
- Election of new members of the Board of Directors and the Internal Audit Commission of the Company;
- Approval of ZAO KPMG as the Company’s Auditor to audit the annual accounting statements of the Company for 2012;
- Approval of the liability insurance contract for directors and officers for the period from December 12, 2011, to and including December 11, 2012;
- Approval of the transaction in connection with the acquisition by the Company of additional ordinary shares in Kubanenergo, which is a related party transaction.
On October 8, 2012, the Board of Directors of the Company resolved to convene the Extraordinary General Meeting of Shareholders to consider an increase in the authorized capital of the Company. The Extraordinary General Meeting of Shareholders took place in absentia on November 13, 2012. The EGM decided to increase the authorized capital of the Company by means of issuing 16,885,114,442 additional ordinary shares to be placed through a public offering at 2.16 rubles per ordinary share.
BOARD OF DIRECTORS
The Board of Directors of the Company is the collegial body in charge of the general management of the Company’s activities. The Board of Directors acts in accordance with the laws of the Russian Federation, the Articles of Association of the Company, the Corporate Governance Code, and the Regulations for the Convening and Holding Procedure for Meetings of the Board of Directors of the Company.
The principal objectives and tasks of the activities of the Board of Directors are as follows:
- Define the Company’s development strategy aiming to enhance its market capitalization and appeal to investors, achieve the maximum profit, and increase the Company’s assets;
- Ensure the exercise and protection of the rights and lawful interests of the Company’s shareholders and contribute to resolving corporate conflicts;
- Ensure that the information about the Company disclosed to shareholders and other stakeholders is complete, reliable, and unbiased;
- Create efficient internal control mechanisms;
- Evaluate the performance of the Company’s executive bodies on a regular basis.
The work of the Board of Directors is organized by the Chairman of the Board of Directors who is a member of the Board of Directors and is elected by the members of the Board of Directors at the first meeting of the new members. Meetings of the Board of Directors are held in accordance with the approved Action Plan for the Board of Directors and as and when necessary, but at least once every six weeks.
If necessary, the Chairman of the Board of Directors may decide to hold an unscheduled meeting of the Board of Directors or reschedule a scheduled meeting of the Board of Directors. Meetings of the Board of Directors may also be convened by the Chairman of the Board of Directors at the written request of any member of the Board of Directors, the Internal Audit Commission of the Company, the sole executive body of the Company, or the Auditor of the Company.
The Board of Directors of the Company consists of 15 members elected by the General Meeting of Shareholders. Before January 14, 2012, the Board of Directors of the Company was composed of the following members elected by the Annual General Meeting of Shareholders on June 22, 2011:
Full Name | Position (as of the time of nomination) |
---|---|
Andrey Removich Bokarev | Chairman of the Board of Directors, JSC CC Kuzbassrazrezugol and CJSC Transmashholding |
Sergey Renatovich Borisov | President, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business and Association of Entrepreneurial Organizations of Russia (OPORA) Nonprofit Partnership |
Pavel Andreyevich Borodin | Vice President, OJSC VimpelCom |
Valery Alekseyevich Gulyaev | Deputy General Director for Procurement and Logistics and Member of the Management Board, OAO OGK-6 |
Vyacheslav Mikhailovich Kravchenko | Director General, OAO United Energy Sales Company |
Viktor Vasilyevich Kudryavy | Advisor to President, EUROCEMENT Group ZAO |
Georgy Petrovich Kutovoy | Advisor to President on Energy, United Metallurgical Company |
Sergey Vladimirovich Maslov | President, Saint Petersburg International Mercantile Exchange |
Seppo Juha Remes | Director General, OOO Kiuru |
Sergey Vladimirovich Serebryannikov | Rector, Moscow Power Engineering Institute (Technical University) |
Vladimir Vitalyevich Tatsiy | First Vice President, Gazprombank (Open Joint-Stock Company) |
Denis Vladimirovich Fedorov | Director General, OOO Gazprom Energoholding |
Igor Vladimirovich Khvalin | Operating Director, ZAO Volga Engineering Group |
Thomas Hendel | General Director, Russian-German Energy Agency (rudea) OOO |
Nikolay Nikolayevich Shvets | Director General, MRSK Holding |
On January 14, 2012, the powers of the Board of Directors were terminated earlier by the Extraordinary General Meeting of Shareholders of the Company; the following new members of the Board of Directors of the Company were elected:
Full Name | Position (as of the time of nomination) |
---|---|
Georgy Valentinovich Boos | President, Boos Lighting Group Management Company |
Andrey Removich Bokarev | Chairman of the Board of Directors, JSC CC Kuzbassrazrezugol and CJSC Transmashholding |
Sergey Renatovich Borisov | President, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business and Association of Entrepreneurial Organizations of Russia (OPORA) Nonprofit Partnership |
Pavel Andreyevich Borodin | Vice President, OJSC VimpelCom |
Vladimir Vasilyevich Kolmogorov | Advisor to General Director, MMC Norilsk Nickel |
Vyacheslav Mikhailovich Kravchenko | Director General, OAO United Energy Sales Company |
Viktor Vasilyevich Kudryavy | Advisor to President, EUROCEMENT Group ZAO |
Georgy Petrovich Kutovoy | Advisor to President on Energy, United Metallurgical Company |
Seppo Juha Remes | Director General, OOO Kiuru |
Sergey Vladimirovich Serebryannikov | Rector, Moscow Power Engineering Institute (Technical University) |
Vladimir Vitalyevich Tatsiy | First Vice President, Gazprombank (Open Joint-Stock Company) |
Denis Vladimirovich Fedorov | Division Manager, Development of the Electric Power Sector and Marketing in the Electric Power Industry, OAO Gazprom; |
Director General, OAO Tsentrenergokholding; | Генеральный директор ООО «Рудеа» |
Director General, OOO Gazprom Energoholding; | Генеральный директор ОАО «Холдинг МРСК» |
Director General, OOO Gazprom Energoholding | |
Igor Vladimirovich Khvalin | Operating Director, ZAO Volga Engineering Group |
Thomas Hendel | General Director, Russian-German Energy Agency (rudea) OOO |
Nikolay Nikolayevich Shvets | Director General, MRSK Holding |
On June 30, 2012, the Annual General Meeting of Shareholders of the Company elected following members of the Board of Directors, which was not changed until the end of 2012:
Georgy Valentinovich Boos
Year of Birth: 1963
Education: higher education, Candidate of Science (Engineering)
Chairman of the Board of Directors of the Company from 2012
From 2010 to the present, President of Boos Lighting Group Management Company. From 2005 to 2010, Governor of the Kaliningrad Region.
No stake/ordinary shares held in the authorized capital of the issuer
Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries of the issuer: none
No transactions involving the acquisition or transfer of title to shares
Andrey Removich Bokarev
Year of Birth: 1966
Education: higher education
Member of the Board of Directors of the Company from 2011
President, Transmashholding. Member of the Board of Directors, Ural Mining and Metallurgical Company. Chairman of the Board of Directors, CC Kuzbassrazrezugol. Head of the Regional Office, RSPP Regional Office in the Kemerovo Region. Chairman of the Coordinating Board, RSPP Associations in the Siberian Federal District. Member of the Bureau of the Board of Directors, Russian Union of Industrialists and Entrepreneurs (RSPP). Member of the Bureau of the Board of Directors, Russian Union of Industrialists and Entrepreneurs Russian Association of Employers.
No stake/ordinary shares held in the authorized capital of the issuer
Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries of the issuer: none
No transactions involving the acquisition or transfer of title to shares
Sergey Renatovich Borisov
Year of Birth: 1953
Education: higher education, Candidate of Science (Economics), Doctor of Philosophy
Member of the Board of Directors of the Company from 2010
Member of the Supervisory Board, Russian Bank for Development. Member of the Supervisory Board, Rosbusinessbank. President, Association of Entrepreneurial Organizations of Russia (OPORA). President, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business. Chief Executive Officer, Russian Fuel Union from 1998 to 2009.
No stake/ordinary shares held in the authorized capital of the issuer
Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries of the issuer: none
No transactions involving the acquisition or transfer of title to shares
Pavel Andreyevich Borodin
Year of Birth: 1971
Education: higher education, Candidate of Science (History)
Member of the Board of Directors of the Company from 2011
Vice President, Operator Activity Support and Government Relations, VimpelCom. Member of the Board of Directors, All-Russian Exhibition Center. Member of the Presidium, Chairman of the International Cooperation Commission, Association of Lawyers of Russia. From 2008 to 2010, Deputy Director General, Russian Housing Development Foundation. From 2004 to 2008, Deputy Director of the Regional Monitoring Department and, then, Deputy Director of the Regional Development and Agriculture Department, Government of the Russian Federation. From 2008 to 2011, member of the Central Election Commission of the Russian Federation with a consultative voice on behalf of Dmitry Medvedev. From 2004 to 2008, member of the Central Election Commission of the Russian Federation with a consultative voice on behalf of Vladimir Putin.
No stake/ordinary shares held in the authorized capital of the issuer
Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries of the issuer: none
No transactions involving the acquisition or transfer of title to shares
Boris Gennadyevich Zingarevich
Year of Birth: 1959
Education: higher education
Member of the Board of Directors of the Company from 2012
From 2008, member of the Coordinating Innovation Board, Ilim Timber.
No stake/ordinary shares held in the authorized capital of the issuer
Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries of the issuer: none
No transactions involving the acquisition or transfer of title to shares
Vyacheslav Mikhailovich Kravchenko
Year of Birth: 1967
Education: higher education
Member of the Board of Directors of the Company from 2008
Chief Executive Officer, United Energy Sales Company. Chief Executive Officer, RN-Energo. Member of the Boards of Directors: Petersburg Power Sales Company, Altaienergosbyt, Okha CHPP, Financial Settling Center, INTER RAO UES, TSA. From 2008, member of the Supervisory Board, Market Council. From 2009 to 2011, member of the Boards of Directors: Tomskelektrosetremont, Tomskenergoremont, Tomsk Transmission Networks, Tomskenergosbyt, Kuban Generation Company, Kuban Transmission Networks, Kubanenergosbyt. From 2010 to 2011, member of the Board of Directors, RRDB. At certain times from 2008 to 2011, member of the Board of Directors: TDC, Kubanenergo, TGK-11, Irkutskenergo, Rostopprom, Rosgazifikatsiya, Energosetproekt Institute.
From August 2008 to December 2008, Chairman of the Board of Directors, MRSK Holding (at present, Russian Grids).
Before that, Deputy Director of the Department for Structural and Investment Policy and Energy and, then, Director of the Electricity Industry Department, Ministry of Industry and Energy of the Russian Federation.
No stake/ordinary shares held in the authorized capital of the issuer
Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries of the issuer: none
No transactions involving the acquisition or transfer of title to shares
Viktor Vasilyevich Kudryavy
Year of Birth: 1937
Education: higher education, Doctor of Science (Engineering)
Member of the Board of Directors of the Company from 2009
Member of the Board of Directors, RusHydro. Advisor to President, EUROCEMENT Group ZAO. From 2005 to 2008, Vice President, EUROCEMENT Group OAO. Chief Scientific Officer, Department of Automated Systems, Moscow Power Engineering Institute. From 1996 to 2004, Deputy Minister of Fuel and Energy of the Russian Federation (on May 17, 2000, transformed into the Ministry of Energy of the Russian Federation).
Stake held by the individual in the authorized capital of the issuer (%): 0.0008
Percentage of ordinary shares held by the individual in the issuer (%): 0.0009
Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries of the issuer:
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 (%): 0.0001
Percentage of ordinary shares held by the individual in the entity (%): 0.0001
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 (%): 0.01
Percentage of ordinary shares held by the individual in the entity (%): 0.01
No transactions involving the acquisition or transfer of title to shares
Seppo Juha Remes
Year of Birth: 1955
Education: higher education, Ph.D. in Economics
Member of the Board of Directors of the Company from 2008
Member of the Board of Directors from 2008. Chairman of the Audit Committee, member of the Strategy Committee, member of the Valuation Committee. Director General, Kiuru. Chairman of the Board of Directors, EOS Russia. Member of the Boards of Directors: Energosetproekt Institute, LENENERGO, IDGC of North-West, SIBUR Holding, Sollers, OMZ. Member of the Investment Policy Committee of the Supervisory Board, Russian Corporation of Nanotechnologies (since March 2011, RUSNANO). In recent years, member of the Boards of Directors: FGC UES, IDGC of Volga, SO UPS, IDGC of Center and Volga Region, RusHydro, OGK-6, PONSSE, RAO UES of Russia.
No stake/ordinary shares held in the authorized capital of the issuer
Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries of the issuer: none
No transactions involving the acquisition or transfer of title to shares
Sergey Vladimirovich Serebryannikov
Year of Birth: 1952
Education: higher education, Doctor of Science (Engineering)
Member of the Board of Directors of the Company from 2008
Rector, Professor, Moscow Power Engineering Institute (Technical University). From 2008 to 2010, member of the Board of Directors, RusHydro.
No stake/ordinary shares held in the authorized capital of the issuer
Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries of the issuer: none
No transactions involving the acquisition or transfer of title to shares
Vladimir Vitalyevich Tatsiy
Year of Birth: 1960
Education: higher education, Candidate of Science (Economics)
Member of the Board of Directors of the Company from 2008
Chairman of the Board of Directors, Saint Petersburg International Mercantile Exchange. Chairman of the Board of Directors, Depository Clearing Company. First Vice President, Gazprombank. Member of the Boards of Directors: RusHydro, MICEX Stock Exchange, Financial Settling Center, National Association of Securities Market Participants, TSA, Regional Investment Company. Member of the Board of Trustees, Moscow Power Engineering Institute (Technical University). Member of the Supervisory Board, National Settlement Depository (NSD) (formerly, NDC and MICEX SH). From 2009 to 2010, member of the Boards of Directors: United Energy Sales Company, RRDB. From 2008 to 2010, member of the Boards of Directors: FGC UES, RusHydro, RAO Energy System of East. For several years, Head of the Depository Center, Gazprombank. Formerly, member of the Boards of Directors: National Depository Center, INFINITUM Specialized Depository.
No stake/ordinary shares held in the authorized capital of the issuer
Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries of the issuer: none
No transactions involving the acquisition or transfer of title to shares
Elena Borisovna Titova
Year of Birth: 1967
Education: higher education, MBA
Member of the Board of Directors of the Company from 2012
Currently, member of the Board of Directors, FGC UES, and President, Russian Regional Development Bank. In several recent years, member of the Boards of Directors: Sovcomflot, Morgan Stanley Bank, City Mortgage Bank. From 2009 to 2012, President, Chairperson of the Executive Board, Morgan Stanley Bank. From 2006 to 2009, Head of the Investment Banking Department, First Deputy Chairperson of the Executive Board, Morgan Stanley Bank.
No stake/ordinary shares held in the authorized capital of the issuer
Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries of the issuer: none
No transactions involving the acquisition or transfer of title to shares
Denis Vladimirovich Fedorov
Year of Birth: 1978
Education: higher education, Candidate of Science (Economics)
Member of the Board of Directors of the Company from 2011
Chairman of the Boards of Directors: Mezhregionenergostroy, Tyumen Power Sales Company, Mosenergo Thermal Power Company, OGK-6, OGK-2. Director General, Tsentrenergokholding. Director General, Gazprom Energoholding. Division Manager, Gazprom. Member of the Management Boards: Kauno elektrine AB; Kaunas Thermofication Plant; Nadezhda Foundation for Education, Science and Engineering Development; Fortis Energy. Member of the Boards of Directors: FGC UES, INTER RAO UES, TGK-1, Mosenergo. Member of the Supervisory Board, Council of Power Producers. Formerly, member of the Boards of Directors: MTenergosbyt, RAO Energy System of East, Gazenergoprombank, IDGC of Volga, Tyumenenergo. From 2006 to 2008 almost simultaneously, Director General, Mezhregionenergosbyt; Advisor to Director General, Mezhregiongaz; Division Head, Gazenergoprom Corporation. From 2002 to 2006, Division Manager, EuroSibPower-Engineering.
No stake/ordinary shares held in the authorized capital of the issuer
Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries of the issuer: none
No transactions involving the acquisition or transfer of title to shares
Thomas Hendel
Year of Birth: 1967
Education: higher education
Member of the Board of Directors of the Company from 2011
General Director, Industrial Energy Company. General Director, rudea. From 2004 to 2010, General Director, THU Trading GmbH + Co. KG, Germany. In 2012, Chief Project Engineer (part-time), Russian Technologies State Corporation. Currently, Head of the Procurement Department, Rosneft, and member of the Investment Committee, MRSK Holding (at present, Russian Grids).
No stake/ordinary shares held in the authorized capital of the issuer
Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries of the issuer: none
No transactions involving the acquisition or transfer of title to shares
Pavel Olegovich Shatsky
Year of Birth: 1972
Education: higher education
Member of the Board of Directors of the Company from 2012
Currently, member of the Boards of Directors: Mezhregionenergostroy Shtokman, Mezhregion-energostroy, Heat Sales Company, RAO Energy System of East, Tsentrenergokholding, OGK-2. From 2011 to 2012, member of the Board of Directors, Mosenergo Thermal Power Company. From 2009 to 2010, member of the Board of Directors, Volzhskaya TGK. From 2009 to 2011, member of the Boards of Directors: OGK-6, MRSK Holding (at present, Russian Grids). Current First Deputy Director General, Gazprom Energoholding. From 2005 to 2008, Director of the Department for Energy Sector Strategy and, from 2006, Deputy Director for Energy, Mergers and Acquisitions, SUEK.
Stake held by the individual in the authorized capital of the issuer (%): 0.00002
Percentage of ordinary shares held by the individual in the issuer (%): 0.000004
Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries of the issuer: none
No transactions involving the acquisition or transfer of title to shares
Nikolay Nikolayevich Shvets
Year of Birth: 1956
Education: higher education, Doctor of Science (Economics), Associate Professor, Associate Member of the Academy of Military Sciences
Member of the Board of Directors of the Company from 2009
Member of the Board of Directors from 2009. Chairman of the Boards of Directors: IDGC of Northern Caucasus, Kubanenergo, Yantarenergo, Tyumenenergo, LENENERGO, MOESK. Member of the Supervisory Board, Scientific and Technical Council of Unified Energy System. Vice President, member of the Management Board, member of the Management Board Bureau, Russian Engineering Union All-Russia Industry Association of Employers. From 2010 to 2011, Chairman of the Boards of Directors: IDGC of South, IDGC of Centre; member of the Boards of Directors: Energy Forecasting Agency, RRDB. From 2009 to 2010, Chairman of the Boards of Directors: IDGC of Urals, IDGC of North-West, IDGC of Center and Volga Region. Before joining the Company, Chairman of the Amur Region Legislative Assembly; Professor, Far East State Agrarian University. From 2007 to 2008, First Deputy Chairman of the Amur Region Government. From 2006 to 2008, member of the Board of Directors, Sarapul Electric Generators. From 2004 to 2007, Assistant to the Director General, Rosoboronexport State Corporation.
No stake/ordinary shares held in the authorized capital of the issuer
Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries of the issuer: none
No transactions involving the acquisition or transfer of title to shares
In 2012, the Board of Directors of the Company held 32 meetings (12 in person and 20 in absentia) dealing with over 200 issues. The following most important issues were addressed by the Board of Directors of the Company in 2012:
Review of the consolidated investment program of the Company for 2012–2017 as amended due to transition to regulation based on the return on invested capital method;
- Review of the report on the implementation of the consolidated investment program of the Company for the 4th quarter of 2011 and 2011; review of the report on the implementation of the consolidated investment program of the Company for the 1st, 2nd, and 3rd quarters of 2012;
- Approval of the Innovative Development Program of the Company adjusted and synchronized for the period 2012–2016 with the Consolidated Investment Program of the Company for 2012–2017, with such Innovative Development Program to incorporate certain measures for 2012 in relation to payment under donation agreements as a contribution to the Endowment Fund of the Skolkovo Institute of Science and Technology;
- Approval of the Annual Comprehensive Procurement Program for Goods, Work, and Services for the Company for 2012;
- Approval of the comparative analysis (benchmarking) report on operations conducted by the Company’s distribution grid companies, including the approval of the comparative analysis (benchmarking) methods;
- Consideration of proposals for the procedure for implementing voluntary mechanisms of the Company’s environmental responsibility and for the compulsory regular publication of the Company’s non-financial sustainability reports including information on environmental responsibility;
- Approval of the agreement for the transfer of the powers of the sole executive body of JSC Interregional Distribution Grid Companies Holding to be entered into by and between the Company and FGC UES, which is a related party transaction;
- Other related party transactions (a list of the approved related party transactions is attached as an annex to this Annual Report);
- Convocation of the Annual and Extraordinary General Meetings of Shareholders of the Company;
- Increase in the authorized capital of the Company by means of the placement of additional shares;
- Acquisition by the Company of additional uncertificated registered ordinary shares in LENENERGO;
- Acquisition by the Company of additional uncertificated registered ordinary shares in IDGC of Northern Caucasus;
- Acquisition by the Company of additional shares in Kubanenergo;
- Measures to ensure the mandatory application of long-term direct contracts for the supply of metal products with a price formula taking account of the recommended guidelines;
- Defining the principal areas of cooperation between the Company and the Moscow Power Engineering Institute (National Research University);
- Amendments to the Regulations for the Procedure for Regulated Procurements of Goods, Work, Services for the Needs of the Company approved by the decision adopted by the Board of Directors of the Company on December 29, 2011 (Minutes of the Meeting No. 72);
- Review of internal regulatory documents aimed at improving the efforts to combat insider information misuse;
- Other issues.
As part of efforts to improve the operations of the Company’s subsidiaries and ensure interaction between The Company and its subsidiaries, the Board of Directors of the Company addressed such issues as:
- Review of internal regulatory documents aimed at improving the efficiency and transparency of operations conducted by the Company and its subsidiaries (including their financial and economic activities and anti-corrupt practices);
- Amendments to the Procedure for Interaction of the Company with the Economic Entities Whose Shares (Equities) Are Owned by the Company;
- Priority established for the Company’s activities: changes to the system of key performance indicators for the directors general and senior managers of subsidiaries of the Company;
- Priorities established for the Company’s activities: the organization of measures to reduce receivables for electricity distribution services provided by the Company’s subsidiaries engaged in electricity distribution;
- Proposals for the consolidation of electric grid assets of the Company’s dependent company in the Kurgan Region;
- Strategy of the Company and Subsidiaries on Information Technology, Automation and Telecommunications Until 2016;
- Other issues.
In 2012, the Board of Directors also decided on the Company’s membership in G3-PLC Alliance and CIRED National Committee. Electricity Distribution Grids Nonprofit Partnership. In accordance with the applicable laws, information concerning the decisions adopted by the Board of Directors of the Company at its meetings in 2012 was published through the Interfax newswire, posted on the Company’s website, and disclosed in the issuer’s quarterly reports in a timely manner.
COMMITTEES OF THE BOARD OF DIRECTORS
In order for the Board of Directors to perform its functions in the most effective way and with the aim of preliminarily considering the most important issues falling within the competence of Board of Directors, the Board of Directors of the Company has the following committees:
- Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee;
- Society, Customer, and Government Relations and Information Policy Committee;
- Valuation Committee;
- Nomination and Remuneration Committee;
- Strategy Committee;
- Audit Committee.
The members, competence, and working procedure of the committees of the Company’s Board of Directors are appointed and defined by the Board of Directors and the committee regulations approved by the Board of Directors in accordance with the applicable laws. Any decisions made by the committees are recommendatory.
Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee
The goal of the Committee is to assist the Board of Directors of the Company in performing its functions related to ensuring the implementation of the investment and technical policies, reliability assurance, energy efficiency, and innovative development of the Company.
The principal objectives of the Committee include:
- Analyzing proposals and formulating recommendations for the Company’s Board of Directors with respect to the implementation of the investment and technical policies, reliability assurance, energy efficiency, and innovative development of the Company;
- Monitoring the implementation of the consolidated investment program of Holding, the Annual Comprehensive Procurement Program of the Company subsidiaries with respect to large investees, the Consolidated Energy Conservation and Energy Efficiency Enhancement Program of Holding, the Innovative Development Program of Holding, and the Regulations for the Uniform Technical Policy of the Company in the Distribution Grid Sector;
- Analyzing proposals and formulating recommendations for the Company’s Board of Directors with respect to the preparation of and amendments to internal corporate documents in relation to the investment and technical activities, reliability assurance, energy efficiency, and innovative development of the Company;
- Analyzing applicable regulatory documents and formulating recommendations for Holding’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.
On February 17, 2012, the Board of Directors of the Company renamed the Investment Committee the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee. The members of the Committee were elected three times in the reporting period.
The members of the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee of the Company acting from January 1, 2012, to April 4, 2012, and appointed by the Board of Directors of the Company on October 7, 2011, are as follows:
Vladimir Vitalyevich Tatsiy | Chairman of the Committee First Vice President, Gazprombank |
Valery Alekseyevich Gulyaev | Deputy General Director for Procurement and Logistics, OGK-2 and OGK-6 |
Aleksey Vladimirovich Demidov | Deputy Director General for Economic Affairs and Finance, MRSK Holding (at present, Russian Grids) |
Maksim Borisovich Yegorov | Head of the Division for Regulation and Control of Pricing in the Electricity Industry, Federal Tariff Service of the Russian Federation |
Mikhail Aleksandrovich Kolesnikov | Member of the Presidium, OPORA RUSSIA |
Irina Yurievna Korobkina | Deputy Head of the Division for Electric Utilities Development and Electric Utilities Marketing of the Department of Marketing and Processing of Gas and Liquid Hydrocarbons, Gazprom |
Georgy Petrovich Kutovoy | Advisor to President on Energy, United Metallurgical Company |
Aleksey Aleksandrovich Lebedev | Director General, Pokrovka Finance |
Viktor Yurievich Lebedev | Deputy Director of the Department for State Regulation of Tariffs, Infrastructural Reforms and Energy Efficiency, Ministry of Economic Development of the Russian Federation |
Vasily Vladislavovich Nikonov | Director of the Electric Power Industry Development Department, Ministry of Energy of the Russian Federation |
Valery Aleksandrovich Ovseychuk | Chief Expert, SKAF Group |
Aleksey Valeryevich Sannikov | Deputy Director General, MRSK Holding (at present, Russian Grids) |
Anatoly Stepanovich Svistunov | Project Manager of the Chief Research Supervisors Bureau, Gazprompromgaz |
Ivan Anatolyevich Selivakhin | Deputy Director General for Economic Affairs and Finance, United Energy Sales Company |
Maria Gannadyevna Tikhonova | Director of the Department for Economic Regulation and Property Relations in the Fuel and Energy Sector, Ministry of Energy of the Russian Federation |
Igor Vladimirovich Khvalin | Director General, Volga Engineering Group |
Thomas Hendel | General Director, Russian-German Energy Agency (rudea) |
Nikolay Grigoryevich Shulginov | First Deputy Chairman of the Management Board, SO UPS |
The members of the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee of the Company acting from April 4, 2012, to September 11, 2012, and appointed by the Board of Directors of the Company on April 4, 2012, are as follows:
Vladimir Vitalyevich Tatsiy | Chairman of the Committee First Vice President, Gazprombank, and Member of the Board of Directors, MRSK Holding (at present, Russian Grids) |
Svetlana Aleksandrovna Balaeva | Head of the Investment Department, MRSK Holding (at present, Russian Grids) |
Valery Alekseyevich Gulyaev | Deputy General Director for Procurement and Logistics, OGK-2 |
Aleksey Vladimirovich Demidov | First Deputy Director General, MRSK Holding (at present, Russian Grids) |
Maksim Borisovich Yegorov | Head of the Division for Regulation of the Electricity Industry, Federal Tariff Service of the Russian Federation |
Gayane Albertovna Kizaryants | Deputy General Director for Procurement, Boos Lighting Group Management Company |
Mikhail Aleksandrovich Kolesnikov | Member of the Presidium, OPORA RUSSIA |
Irina Yurievna Korobkina | Deputy Head of the Division for Electric Utilities Development and Electric Utilities Marketing of the Department of Marketing and Processing of Gas and Liquid Hydrocarbons, Gazprom |
Viktor Vasilyevich Kudryavy | Advisor to President, EUROCEMENT Group, and Member of the Board of Directors, MRSK Holding (at present, Russian Grids) |
Mikhail Yuryevich Kurbatov | Deputy Director General, MRSK Holding (at present, Russian Grids) |
Georgy Petrovich Kutovoy | Advisor to President on Energy, United Metallurgical Company, and Member of the Board of Directors, MRSK Holding (at present, Russian Grids) |
Aleksey Aleksandrovich Lebedev | Deputy Head of the Cargo Transportation Directorate, a branch of Russian Railways |
Viktor Yurievich Lebedev | Deputy Director of the Department for State Regulation of Tariffs, Infrastructural Reforms and Energy Efficiency, Ministry of Economic Development of the Russian Federation |
Leonid Vladimirovich Mazo | Deputy Director General, MRSK Holding (at present, Russian Grids) |
Boris Iosifovich Mekhanoshin | Deputy Director General and Technical Director, MRSK Holding (at present, Russian Grids) |
Andrey Yevgenyevich Murov | Deputy Director General, MRSK Holding |
Vasily Vladislavovich Nikonov | Director of the Electric Power Industry Development Department, Ministry of Energy of the Russian Federation |
Valery Aleksandrovich Ovseychuk | Chief Expert, SKAF Group |
Anatoly Stepanovich Svistunov | Project Manager of the Chief Research Supervisors Bureau, Gazprompromgaz |
Ivan Anatolyevich Selivakhin | Deputy Director General for Economic Affairs and Finance, United Energy Sales Company |
Aleksey Yurievich Stepanov | Director of the Department for Operational Control and Management in the Electric Power Industry, Ministry of Energy of the Russian Federation |
Maria Gannadyevna Tikhonova | Director of the Department for Economic Regulation and Property Relations in the Fuel and Energy Sector, Ministry of Energy of the Russian Federation |
Dmitry Ivanovich Frolov | Head of the State Energy Supervision Division, Federal Service for Environmental, Technological and Nuclear Supervision of the Russian Federation |
Igor Vladimirovich Khvalin | Executive Director, Volga Engineering Group, and Member of the Board of Directors, MRSK Holding (at present, Russian Grids) |
Thomas Hendel | General Director, Russian-German Energy Agency (rudea), and Member of the Board of Directors, MRSK Holding (at present, Russian Grids) |
Nikolay Grigoryevich Shulginov | First Deputy Chairman of the Management Board, SO UPS |
Sergey Anatolyevich Shumakher | Deputy Director General for Technical Policy, IDGC of Centre |
The members of the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee of the Company acting from September 11, 2012, to December 31, 2012, and appointed by the Board of Directors of the Company on September 11, 2012, are as follows:
Vladimir Vitalyevich Tatsiy | Chairman of the Committee Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and First Vice President, Gazprombank |
Svetlana Aleksandrovna Balaeva | Head of the Investment Department, MRSK Holding (at present, Russian Grids) |
Roman Nikolaevich Berdnikov | First Deputy Executive Director, MRSK Holding (at present, Russian Grids) |
Pavel Andreyevich Borodin | Vice President, VimpelCom |
Sergey Vyacheslavovich Vasilyev | Director of the Electric Power Industry Development Department, Ministry of Energy of the Russian Federation |
Vladimir Viktorovich Volodin | Chief Executive Officer, HTS |
Pavel Vladilenovich Golubev | Director for Technical Operation and Maintenance (Head of the Department for Technical Operation and Maintenance), MRSK Holding (at present, Russian Grids) |
Valery Anatolyevich Goncharov | Deputy Executive Director for Investment, MRSK Holding (at present, Russian Grids) |
Valery Alekseyevich Gulyaev | Deputy General Director for Procurement and Logistics and Member of the Management Board, OGK-2 |
Aleksey Vladimirovich Demidov | Deputy Executive Director for Economic Affairs and Finance, MRSK Holding (at present, Russian Grids) |
Yevgeny Nikolayevich Zemlyanoy | Head of Electric Utilities Marketing of the Division for Electric Utilities Development and Electric Utilities Marketing, Gazprom |
Gayane Albertovna Kizaryants | Secretary of the Board of Directors, MRSK Holding (at present, Russian Grids), and Deputy Director General for Development, Molniya-EM |
Mikhail Aleksandrovich Kolesnikov | Member of the Presidium, OPORA RUSSIA |
Irina Yurievna Korobkina | Deputy Head of the Division for Electric Utilities Development and Electric Utilities Marketing, Gazprom |
Viktor Vasilyevich Kudryavy | Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Advisor to President, EUROCEMENT Group |
Georgy Petrovich Kutovoy | Advisor to President on Energy, United Metallurgical Company |
Yuri Nikolayevich Kucherov | Department Head, SO UPS |
Boris Iosifovich Mekhanoshin | International Relations Director, SO UPS |
Sergey Gennadyevich Petrov | Managing Director, Zet-1 Investment Group |
Mikhail Leonidovich Prokudin | General Director, Russian-German Energy Agency (rudea) |
Anatoly Stepanovich Svistunov | Project Manager of the Chief Research Supervisors Bureau, Gazprompromgaz |
Nikita Vasilyevich Skibitsky | Prorector for Research, Moscow Power Engineering Institute (Technical University) |
Aleksey Albertovich Sukhov | Deputy Chairman of the Management Board, TSA |
Maria Gannadyevna Tikhonova | Director of the Department for Economic Regulation and Property Relations in the Fuel and Energy Sector, Ministry of Energy of the Russian Federation |
Igor Vladimirovich Khvalin | Deputy Executive Director for Strategy, MRSK Holding (at present, Russian Grids) |
Nikolay Grigoryevich Shulginov | First Deputy Chairman of the Management Board, SO UPS |
Sergey Anatolyevich Shumakher | Deputy Director General for Technical Policy, IDGC of Centre |
In the reporting period, the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee of the Company held 16 meetings (15 in person/in absentia, one in absentia, and three in person/in absentia jointly with the Audit Committee) dealing with more than 50 issues. The most important of them are as follows:
- Amendments to the Regulations for the Procedure for Regulated Procurements of Goods, Work, Services for the Needs of the Company;
- Approval of the Innovative Development Program of the Company adjusted and synchronized for the period 2012–2016 with the Consolidated Investment Program of the Company for 2012–2017, with such Innovative Development Program to incorporate certain measures for 2012 in relation to payment under donation agreements as a contribution to the Endowment Fund of the Skolkovo Institute of Science and Technology and the review of the report on the implementation of the Innovative Development Program of the Company;
- Review of the reports on the implementation of the consolidated investment program of the Company for 2011 and for the 1st quarter, 2nd quarter, 1st half, and 9 months of 2012;
- Review of the consolidated investment program of the Company for 2012–2017;
- Review of the Technique for the Quarterly Monitoring of Unit Construction Costs of Investment Projects as Part of the Benchmarking and Comparative Analysis of Unit Construction Cost Indicators of the Company’s subsidiaries and their branches and the review of the monitoring report for the 9 months of 2012;
- Review of the Model Regulations for the Investing Activities of Subsidiaries of the Company (including the Model Schedule of Investment Program Formulation and Adjustment and the Preparation of Investment Program Implementation Reports of Subsidiaries of the Company);
- Measures to ensure the mandatory application of long-term direct contracts for the supply of metal products with a price formula taking account of the recommended guidelines approved by Order No. 1243 of December 20, 2010, of the Ministry of Industry and Trade of the Russian Federation;
- Review of the general form and draft of the model long-term contract for the supply of electrical products;
- Approval of the Annual Comprehensive Procurement Program of the Company for 2012 and 2013;
- Review of the performance report on the procurement activities of the Company’s subsidiaries with respect to large investees under the 2012 program according to the performance results in the 1st half of 2012 and in the 9 months of 2012;
- Review of the report on progress in the implementation by IDGC of Northern Caucasus of the Comprehensive Program of Measures to Reduce Above-standard Electricity Losses in Distribution Networks of IDGC of Northern Caucasus and the action plan to eliminate the existing delay in implementing the Comprehensive Program;
- Review of the report on progress in the implementation by LENENERGO of the Program to Renew Cable Lines of 6–110 kV and the action plan to eliminate the existing delay in LENENERGO’s implementing the Program;
- Review of the report on the implementation by Kubanenergo of the investment program as related to the Program for the Development of the Sochi Region’s Electricity Networks for the Period until 2008–2014 to Ensure the Functioning of Olympic Sports Facilities in the first half of 2012;
- Consideration of proposals for streamlining the management and control system for the business process “Implementing the Programs Financed from Federal Budget Funds” for the purposes of the performance of the agreements with the Ministry of Energy of the Russian Federation for the provision of budget investments, including ensuring the proper and efficient use of federal budget funds (including routine control procedures as part of procurement operations) and organizing construction supervision;
- Review of the proposals to delegate authority by corporate governance level: the Board of Directors of the Company, the executive bodies of the Company, and the executive bodies of subsidiaries of the Company;
- Acquisition by Kuzbassenergo-RES, a branch of IDGC of Siberia, of the 110/10kV power line with the associated plot of land located in the Krapivinsky District, Kemerovo Region, and the 110kV Temirtau–Kondoma overhead power line located in Tashtagol, Kemerovo Region;
- Study “Integration Problems of the Natural Gas and Electric Power Markets in the US Economy” conducted by the Center for Energy Research, Institute of World Economy and International Relations, Russian Academy of Sciences.
Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of the Company
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 for the improvement of the Company’s activities in relations with governmental and municipal authorities, the enhancement of the quality and reliability of customer service, and the implementation of the Company’s uniform information policy.
The principal objectives of the Society, Customer, and Government Relations and Information Policy Committee are to provide the Board of Directors of the Company with recommendations for:
- Implementing the Company’s 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. The members of the Society, Customer, and Government Relations and Information Policy Committee were elected twice in the reporting year.
The Board of Directors of the Company decided on April 4, 2012, to appoint the following members of the Society, Customer, and Government Relations and Information Policy Committee, composed of 22 people:
Georgy Valentinovich Boos | (Chairman of the Committee), Chairman of the Board of Directors, MRSK Holding (at present, Russian Grids) |
Stanislav Dmitryevich Apetyan | (member of the Committee), Politrash.ru political blog owner and Editor in Chief; Public Chamber website columnist |
Mikhail Lvovich Vasilyev | (member of the Committee), Chairman, Center of Assistance to the President’s Policy on Anti-corruption All-Russian Public Organization; assistant member of the Public Chamber of the Russian Federation |
Sergey Vyacheslavovich Vasilyev | (member of the Committee), Member of the Management Board and Director for Legal Affairs and Relations with Electricity Market Entities, MRSK Holding (at present, Russian Grids) |
Ildar Nurullovich Gabdrakhmanov | (member of the Committee), Chairman of the Committee on the Rules and Organization of Work, State Duma of the Federal Assembly of the Russian Federation |
Alexander Sergeyevich Galushka | (member of the Committee), President, Business Russia All-Russia Public Organization |
Andrey Ivanovich Golushko | (member of the Committee), Expert |
Ivan Dmitryevich Grachyov | (member of the Committee), Chairman of the Committee on Energy, State Duma of the Federal Assembly of the Russian Federation |
Aleksey Vladimirovich Demidov | (member of the Committee), Member of the Management Board and First Deputy Director General for Economic Affairs and Finance, MRSK Holding (at present, Russian Grids) |
Sergey Valeryevich Ispolatov | (member of the Committee), RBC Daily special correspondent |
Viktor Vladimirovich Klimov | (member of the Committee), Vice President, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business |
Nadezhda Borisovna Kosareva | (member of the Committee), President, Institute for Urban Economics |
Oleg Anatolyevich Matveychev | (member of the Committee), Expert and Professor, Higher School of Economics |
Vladimir Rostislavovich Medinsky | (member of the Committee), Professor, Moscow State Institute of International Relations (University) of the Ministry of Foreign Affairs of the Russian Federation |
Valentin Yefimovich Mezhevich | (member of the Committee), First Deputy Chairman of the Committee on Economic Policy, Federation Council of the Federal Assembly of the Russian Federation |
Svetlana Dmitryevna Obolentseva | (member of the Committee), Advisor to the Chairman of the Board of Directors, MRSK Holding (at present, Russian Grids) |
Vladimir Alekseyevich Pekhtin | (member of the Committee), Member of the Committee on Energy, State Duma of the Federal Assembly of the Russian Federation |
Seppo Juha Remes | (member of the Committee), Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Director General, Kiuru |
Konstantin Vadimovich Remchukov | (member of the Committee), General Director, Editor in Chief, and owner, Nezavisimaya Gazeta |
Oleg Polikarpovich Tkach | (member of the Committee), Member of the Committee on Science, Education, Culture and Information Policy, Federation Council of the Federal Assembly of the Russian Federation |
Alexander Yevgenievich Uzhanov | (member of the Committee), Director for Information Policy and Communications, MRSK Holding (at present, Russian Grids) |
Vitaly Valentinovich Shipov | (member of the Committee), Senior Vice President and External Relations Director, Avtotor-Holding |
Due to the election of new members of the Board of Directors of the Company at the Annual General Meeting of Shareholders of the Company, the following members were elected to the Society, Customer, and Government Relations and Information Policy Committee on September 11, 2012 (as changed by the decisions adopted by the Board of Directors of the Company on November 29, 2012, and December 27, 2012):
Georgy Valentinovich Boos | (Chairman of the Committee), Chairman of the Board of Directors, MRSK Holding (at present, Russian Grids), and President, Boos Lighting Group Management Company; |
Stanislav Dmitryevich Apetyan | (member of the Committee), Politrash.ru political blog owner and Editor in Chief and Public Chamber website columnist; |
Roman Nikolaevich Berdnikov | (member of the Committee), First Deputy Executive Director, MRSK Holding (at present, Russian Grids); |
Anna Borisovna Bukhalo | (member of the Committee), Member of the Public Chamber of the Russian Federation and Head of Young Innovative Russia All-Russian Public Organization; |
Mikhail Lvovich Vasilyev | (member of the Committee), Chairman, Center of Assistance to the President’s Policy on Anti-corruption All-Russian Public Organization, and Assistant Member of the Public Chamber of the Russian Federation; |
Aleksey Alekseyevich Venediktov | (member of the Committee), Editor in Chief, Echo of Moscow radio station; |
Vladimir Viktorovich Volodin | (member of the Committee), Chief Executive Officer, HTS; |
Ildar Nurullovich Gabdrakhmanov | (member of the Committee), Chairman of the Committee on the Rules and Organization of Work, State Duma of the Federal Assembly of the Russian Federation; |
Alexander Sergeyevich Galushka | (member of the Committee), President, Business Russia All-Russia Public Organization; |
Andrey Ivanovich Golushko | (member of the Committee), Member of the Federation Council of the Federal Assembly of the Russian Federation; |
Ivan Dmitryevich Grachyov | (member of the Committee), Chairman of the Committee on Energy, State Duma of the Federal Assembly of the Russian Federation; |
Aleksey Vladimirovich Demidov | (member of the Committee), Deputy Executive Director for Economic Affairs and Finance, MRSK Holding (at present, Russian Grids); |
Sergey Valeryevich Ispolatov | (member of the Committee), RBC Daily special correspondent; |
Alexander Sergeyevich Kalinin | (member of the Committee), Vice President, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business; |
Nadezhda Borisovna Kosareva | (member of the Committee), President, Institute for Urban Economics; |
Oleg Anatolyevich Matveychev | (member of the Committee), Expert and Professor, Higher School of Economics; |
Valery Ivanovich Salygin | (member of the Committee), 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; |
Valentin Yefimovich Mezhevich | (member of the Committee), First Deputy Chairman of the Committee on Economic Policy, Federation Council of the Federal Assembly of the Russian Federation; |
Oleg Mikhailovich Mikhailov | (member of the Committee), Director for Information Policy and Communications, MRSK Holding (at present, Russian Grids); |
Svetlana Dmitryevna Obolentseva | (member of the Committee), Advisor to the Chairman of the Board of Directors, MRSK Holding (at present, Russian Grids); |
Vladimir Alekseyevich Pekhtin | (member of the Committee), Member of the Committee on Energy, State Duma of the Federal Assembly of the Russian Federation; |
Seppo Juha Remes | (member of the Committee), Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Director General, Kiuru; |
Sergey Vladimirovich Serebryannikov | (member of the Committee), Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Rector, Moscow Power Engineering Institute (National Research University); |
Oleg Polikarpovich Tkach | (member of the Committee), Member of the Committee on Defense and Security, Federation Council of the Federal Assembly of the Russian Federation; |
Vitaly Valentinovich Shipov | (member of the Committee), Senior Vice President and External Relations Director, Avtotor-Holding. |
In 2012, the Society, Customer, and Government Relations and Information Policy Committee held one meeting, deciding on the following issues:
- Election of the Deputy Chairman of the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of the Company;
- Election of the Secretary of the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of the Company;
- Review of the Regulations for the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of the Company;
- Review of proposals to organize the work of the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of the Company;
- Review of the Information Policy Strategy of the Company.
Information on the Valuation Committee of the Board of Directors of the Company
The goal of the Valuation Committee is to assist the Board of Directors of the Company in fulfilling its duties for developing the procedure and control (in accordance with the developed procedure) of assessment of asset value and business for the Company, its subsidiaries, as well as newly established companies and other business entities, participating in transactions in accordance with the requirements of Federal Law of the Russian Federation No. 135-FZ of July 29, 1998, “On Valuation Activities in the Russian Federation” of July 29, 1998 and Federal Valuation Standards.
The principal objectives of the Valuation Committee include:
- Supervising activities related to the appraisal of assets for the Company and its subsidiaries;
- Engaging independent experts to advise on the issues falling within the competence of the Committee.
The members of the Valuation Committee of the Board of Directors of the Company were elected three times in 2012.
The members of the Nomination and Remuneration Committee of the Company, composed of 12 people, acting from January 1, 2012, to April 4, 2012, and appointed by the Board of Directors of the Company on October 7, 2011, are as follows:
Igor Vladimirovich Khvalin | (Chairman of the Committee), Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Director General, ZAO Volga Engineering Group. |
Anna Alekseyevna Balaeva, | Advisor on Organization of Federal Property Valuation of the Division for Organization of Federal Property Valuation and Audit, Federal Agency for State Property Management of the Russian Federation; |
Yevgeny Nikolayevich Zemlyanoy, | Head of Electric Utilities Marketing of the Division for Electric Utilities Development and Electric Utilities Marketing, Gazprom; |
Oleg Pavlovich Karpilov, | Member of the Presidium, OPORA RUSSIA; |
Aleksey Sergeyevich Kravchenko, | Deputy Director of the Utilities and Infrastructural Projects Division, Gazprombank; |
Mikhail Yuryevich Kurbatov, | Deputy Director General, MRSK Holding (at present, Russian Grids); |
Aleksey Yurievich Perepyolkin, | Deputy Director General for Corporate Governance and Property, MRSK Holding (at present, Russian Grids); |
Yelena Vladimirovna Petrovskaya, | General Director, Association of Russian Valuation Masters Self-Regulatory Organization (Nonprofit Partnership); |
Seppo Juha Remes, | Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Director General, Kiuru; |
Aleksey Albertovich Sukhov, | Deputy Director General for Personnel and Social Policy, United Energy Sales Company; |
Svetlana Alekseyevna Tabakova, | President, Russian Society of Appraisers; |
Marina Alekseyevna Fedotova, | Deputy Rector/R&D, Financial University under the Government of the Russian Federation, and President of SMAO Association of Appraisers (Non-profit Partnership) |
The members of the Nomination and Remuneration Committee of the Company, composed of 12 people, acting from January 1, 2012, to April 4, 2012, and appointed by the Board of Directors of the Company on October 7, 2011, are as follows:
Igor Vladimirovich Khvalin | (Chairman of the Committee), Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Director General, ZAO Volga Engineering Group. |
Anna Alekseyevna Balaeva | Advisor on Organization of Federal Property Valuation of the Division for Organization of Federal Property Valuation and Audit, Federal Agency for State Property Management of the Russian Federation; |
Yevgeny Nikolayevich Zemlyanoy | Head of Electric Utilities Marketing of the Division for Electric Utilities Development and Electric Utilities Marketing, Gazprom; |
Oleg Pavlovich Karpilov | Member of the Presidium, OPORA RUSSIA; |
Aleksey Sergeyevich Kravchenko | Deputy Director of the Utilities and Infrastructural Projects Division, Gazprombank; |
Mikhail Yuryevich Kurbatov | Deputy Director General, MRSK Holding (at present, Russian Grids); |
Aleksey Yurievich Perepyolkin | Deputy Director General for Corporate Governance and Property, MRSK Holding (at present, Russian Grids); |
Yelena Vladimirovna Petrovskaya | General Director, Association of Russian Valuation Masters Self-Regulatory Organization (Nonprofit Partnership); |
Seppo Juha Remes | Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Director General, Kiuru; |
Aleksey Albertovich Sukhov | Deputy Director General for Personnel and Social Policy, United Energy Sales Company; |
Svetlana Alekseyevna Tabakova | President, Russian Society of Appraisers; |
Marina Alekseyevna Fedotova | Deputy Rector/R&D, Financial University under the Government of the Russian Federation, and President of SMAO Association of Appraisers (Non-profit Partnership) |
On April 4, 2012, the Board of Directors of the Company (Minutes of the Meeting No. 78) approved the following members of the Valuation Committee of the Board of Directors of the Company, composed of 10 people:
Igor Vladimirovich Khvalin | (Chairman of the Committee), Member of the Board of Directors, the Company, and Director General, ZAO Volga Engineering Group; |
Anna Alekseyevna Balaeva | Department Deputy Head of the Division for Organization of Federal Property Valuation and Audit, Federal Agency for State Property Management of the Russian Federation; |
Vladimir Viktorovich Valyagin | Head of the Department for Organization of Property Operations, Gazprom Energoholding; |
Aleksey Sergeyevich Kravchenko | Advisor to the First Deputy President and Chairman of the Management Board, Bank of Moscow; |
Mikhail Yuryevich Kurbatov | Deputy Director General, MRSK Holding (at present, Russian Grids); |
Aleksey Yurievich Perepyolkin | Deputy Director General for Corporate Governance and Property, MRSK Holding (at present, Russian Grids); |
Yelena Vladimirovna Petrovskaya | General Director, Association of Russian Valuation Masters Self-Regulatory Organization (Nonprofit Partnership); |
Seppo Juha Remes | Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Director General, Kiuru; |
Svetlana Alekseyevna Tabakova | President, Russian Society of Appraisers; |
Marina Alekseyevna Fedotova | Deputy Rector/R&D, Financial University under the Government of the Russian Federation, and President of SMAO Association of Appraisers (Non-profit Partnership). |
Due to the election of new members of the Board of Directors of the Company, the following 12 new members of the Committee were appointed on September 11, 2012:
Igor Vladimirovich Khvalin | (Chairman of the Committee), Deputy Executive Director for Strategy, MRSK Holding (at present, Russian Grids); |
Alexander Nikolayevich Alekseyev | Advisor to the Vice President, OJSC VimpelCom; |
Anna Alekseyevna Balaeva | Department Deputy Head of the Division for Organization of Federal Property Valuation and Audit, Federal Agency for State Property Management of the Russian Federation; |
Vladimir Viktorovich Valyagin | Head of the Department for Organization of Property Operations, Gazprom Energoholding; |
Yekaterina Olegovna Vasilyeva | Managing Director of the Corporate Finance and Advice Department, URALSIB Capital; |
Valery Anatolyevich Goncharov | Deputy Executive Director for Investment, MRSK Holding (at present, Russian Grids); |
Aleksey Valerievich Kurochkin | Deputy Executive Director for Corporate Governance, MRSK Holding (at present, Russian Grids); |
Yelena Vladimirovna Petrovskaya | General Director, Association of Russian Valuation Masters Self-Regulatory Organization (Nonprofit Partnership); |
Seppo Juha Remes | Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Director General, Kiuru; |
Aleksey Albertovich Sukhov | Deputy Chairman of the Management Board, TSA; |
Svetlana Alekseyevna Tabakova | President, Russian Society of Appraisers; |
Marina Alekseyevna Fedotova | Deputy Rector/R&D, Financial University under the Government of the Russian Federation, and President of SMAO Association of Appraisers (Non-profit Partnership). |
In the reporting year, the Valuation Committee held 16 meetings (five in person and 11 in absentia) dealing with 38 issues. The following most important issues were addressed:
- For asset acquisition:
- Market value appraisal of the real property and movable property of the electric grid facilities municipally owned by the Stary Oskol Urban District, Belgorod Region;
- Market value appraisal of electric grid facilities owned by Saint Petersburg by virtue of ownership;
- Market value appraisal of a shareholding in TDC;
- Market value appraisal of a shareholding in Kubanenergo;
- Market value appraisal of the 110kV Temirtau–Kondoma overhead power line located at: Kemerovo Region, Tashtagol, ul. Sovetskaya, 104 meters northwest of Office Building No. 159;
- Market value appraisal of property owned by Kizlyar City Electricity Networks.
- For asset swap:
- Market value appraisal of the real property located at: Samara, ul. Samarskaya, 203b, and owned by Volga Power Engineering Center Real Estate, and the real property located at: Samara, ul. Avrory, 148, and owned by the Samara Region Arbitration Court;
- Market value appraisal of property owned by Kubanenergo and Kubanenergosbyt;
- Appraisal of 1 ordinary share and 1 preference share in LENENERGO contained in a 10–15% shareholding in the authorized capital.
- Value appraisal of shares in Kurganenergo and EnergoKurgan;
- Appraisal of 1 ordinary share contained in a 49% shareholding in the authorized capital of Kurganenergo;
- Market value appraisal of property, namely the related real property and movable property located at: Yekaterinburg, ul. Chistopolskaya (formerly, Granitny proezd), 4, and owned by IDGC of Urals, and the detached building, letter designation: 3, designated purpose: nonresidential building, total area: 2,655.8 square meters, located at: Yekaterinburg, ul. Shefskaya, 3a, and owned by Sverdlovenergosbyt.
- For asset sale:
- Value appraisal of the property located at: Krasnodar Territory, Krasnodar, Karasunsky District, ul. Demusa, 50, and owned by Kubanenergo;
- Market value appraisal of the electric grid facilities owned by IDGC of North-West and located on the island of Valaam.
and other issues in relation to the sale of noncore assets of the Company’s subsidiaries.
Information on Activities of the Nomination and Remuneration Committee of the Board of Directors of the Company in 2012
The goal of establishing the Nomination and Remuneration Committee of the Board of Directors of the Company is to preliminarily consider and formulate proposals to be submitted to the Board of Directors of the Company in addressing the issues falling within its jurisdiction. In accordance with the Regulations for the Nomination and Remuneration Committee of the Board of Directors of the Company approved by the decision adopted by the Board of Directors of the Company on September 8, 2010 (Minutes No. 43), the principal objectives of the Committee are as follows:
- Defining selection criteria for nominees for members of the Board of Directors, members of the Management Board, and the Director General the Company and preliminarily evaluating such nominees.
- Developing proposals to define material terms and conditions of employment contracts with members of the Board of Directors, members of the Management Board, and the Director General the Company.
- Developing principles and criteria of remuneration for members of the Board of Directors, members of the Management Board, the Director General the Company, the management company or the manager.
- Regularly evaluating the activities of the Director General (the management company or the manager) and members of the Management Board and preparing proposals to the Board of Directors as to whether they can be reappointed.
- Developing principles and criteria related to remuneration for the Chairman and members of the Internal Audit Committee of the Company.
- Formulating recommendations for the formation of the personnel reserve of the Company and its subsidiaries.
The members of the Nomination and Remuneration Committee of the Board of Directors of the Company were elected three times in 2012.
The members of the Nomination and Remuneration Committee of the Company acting from January 1, 2012, to February 17, 2012, and appointed by the Board of Directors of the Company on October 7, 2011, are as follows:
Viktor Vasilyevich Kudryavy | Advisor to President, EUROCEMENT Group ZAO (Chairman of the Committee); |
Denis Vladimirovich Fedorov | Director General, Gazprom Energoholding; |
Valery Alekseyevich Gulyaev | Deputy General Director for Procurement and Logistics, OGK-6 and OGK-2; |
Sergey Renatovich Borisov | President, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business and Association of Entrepreneurial Organizations of Russia (OPORA) Nonprofit Partnership; |
The members of the Nomination and Remuneration Committee of the Company acting from February 17, 2012, to September 11, 2012, and appointed by the Board of Directors of the Company on February 17, 2012, are as follows:
Viktor Vasilyevich Kudryavy | Advisor to President, EUROCEMENT Group ZAO (Chairman of the Committee); |
Sergey Renatovich Borisov | President, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business and Association of Entrepreneurial Organizations of Russia (OPORA) Nonprofit Partnership; |
Vladimir Vasilyevich Kolmogorov | Advisor to General Director, MMC Norilsk Nickel; |
Denis Vladimirovich Fedorov | Director General, Gazprom Energoholding; |
Igor Vladimirovich Khvalin | Executive Director, ZAO Volga Engineering Group. |
The members of the Nomination and Remuneration Committee of the Company acting from September 11, 2012, to December 31, 2012, and appointed by the Board of Directors of the Company on September 11, 2012, are as follows:
Viktor Vasilyevich Kudryavy | Advisor to President, EUROCEMENT Group ZAO (Chairman of the Committee); |
Sergey Renatovich Borisov | President, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business and Association of Entrepreneurial Organizations of Russia (OPORA) Nonprofit Partnership; |
Denis Vladimirovich Fedorov | Director General, Gazprom Energoholding; |
Elena Borisovna Titova | President and Chairperson of the Executive Board, Morgan Stanley Bank. |
The Committee consists only of independent nonexecutive directors, which meets the stock exchange requirements applicable to issuers whose shares are included on Quotation Lists A and B. In 2012, the Committee held nine meetings dealing with 17 issues. The most important of the issues addressed by the Committee in 2012 include as follows:
- Material terms and conditions of the Agreement for the Transfer of the Powers of the Company’s Sole Executive Body to be entered into by and between the Company and FGC UES, which is a related party transaction;
- Priority established for the Company’s activities: changes to the system of key performance indicators for the directors general and senior managers of subsidiaries of the Company;
- Approval of Addendum No. 1 to Agreement for the Transfer of the Powers of the Company’s Sole Executive Body No. 1007 of July 10, 2012, which is a related party transaction.
In addition, the Committee considered and recommended for approval by the Board of Directors of the Company nominees for the directors general of IDGC of Centre, MOESK, Kubanenergo, IDGC of South, LENENERGO, and Tyumenenergo.
Strategy Committee
The Strategy Committee of the Board of Directors of the Company analyzes and prepares for the Board of Directors recommendations and proposals concerning the Company’s strategic development and the formulation of development planning standards for the Company subsidiaries and monitors the implementation of approved decisions. In accordance with the Regulations for the Strategy Committee, its principal objectives include:
- Reviewing proposals and formulating recommendations for the Board of Directors of the Company to prepare, change, supplement, and implement efforts aimed at the Company’s development in the key areas;
- Monitoring the implementation of efforts aimed at the Company’s development in the key areas approved by the Board of Directors;
- Reviewing proposals and formulating recommendations for the Board of Directors of the Company to prepare development planning standards for the Company subsidiaries.
The members of the Strategy Committee of the Board of Directors of the Company were elected three times in 2012.
The members of the Strategy Committee of the Company acting from January 1, 2012, to April 4, 2012, and appointed by the Board of Directors of the Company on October 7, 2011, are as follows:
Vyacheslav Mikhailovich Kravchenko | (Chairman of the Committee), Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Director General, United Energy Sales Company; |
Pavel Andreyevich Borodi | Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Vice President, OJSC VimpelCom; |
Aleksey Vladimirovich Demidov | Member of the Management Board and Deputy Director General for Economic Affairs and Finance, MRSK Holding (at present, Russian Grids); |
Viktor Vladimirovich Klimov | Executive Director, OPORA RUSSIA; |
Mikhail Yuryevich Kurbatov | Member of the Management Board and Deputy Director General, MRSK Holding (at present, Russian Grids); |
Georgy Petrovich Kutovoy | Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Advisor to President on Energy, United Metallurgical Company; |
Vasily Vladislavovich Nikonov | Director of the Electric Power Industry Development Department, Ministry of Energy of the Russian Federation; |
Wolfgang Neldner | Advisor to Chief Executive, Deutsche Energie-Agentur GmbH (dena); |
Alexander Vladimirovich Rogov | Head of Electric Utilities Development of the Division for Electric Utilities Development and Electric Utilities Marketing, Gazprom; |
Seppo Juha Remes | Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Director General, Kiuru; |
Vladimir Vitalyevich Tatsiy | Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and First Vice President, Gazprombank; |
Maria Gannadyevna Tikhonova | Director of the Department for Economic Regulation and Property Relations in the Fuel and Energy Sector, Ministry of Energy of the Russian Federation; |
Igor Vladimirovich Khvalin | Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Executive Director, ZAO Volga Engineering Group; |
Pavel Viktorovich Shpilevoy | Deputy Director of the Department for State Regulation of Tariffs, Infrastructural Reforms and Energy Efficiency, Ministry of Economic Development of the Russian Federation; |
Nikolay Grigoryevich Shulginov | First Deputy Chairman of the Management Board, SO UPS. |
The members of the Strategy Committee of the Company acting from April 4, 2012, to September 11, 2012, and appointed by the Board of Directors of the Company on February 17, 2012, are as follows:
Vyacheslav Mikhailovich Kravchenko | (Chairman of the Committee), Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Chairman of the Board, Nonprofit Partnership Council for Organizing Efficient System of Trading at Wholesale and Retail Electricity and Capacity Market (Market Council); |
Aleksey Vladimirovich Demidov | Member of the Management Board and First Deputy Director General, MRSK Holding (at present, Russian Grids); |
Vladimir Vasilyevich Kolmogorov | Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Advisor to General Director, MMC Norilsk Nickel; |
Mikhail Yuryevich Kurbatov | Member of the Management Board and Deputy Director General, MRSK Holding (at present, Russian Grids); |
Georgy Petrovich Kutovoy | Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Advisor to President on Energy, United Metallurgical Company; |
Vasily Vladislavovich Nikonov | Director of the Electric Power Industry Development Department, Ministry of Energy of the Russian Federation; |
Alexander Vladimirovich Rogov | Head of Electric Utilities Development of the Division for Electric Utilities Development and Electric Utilities Marketing, Gazprom; |
Seppo Juha Remes | Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Director General, KIURU; |
Vladimir Vitalyevich Tatsiy | Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and First Vice President, Gazprombank; |
Maria Gannadyevna Tikhonova | Director of the Department for Economic Regulation and Property Relations in the Fuel and Energy Sector, Ministry of Energy of the Russian Federation; |
Igor Vladimirovich Khvalin | Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Executive Director, ZAO Volga Engineering Group; |
Vladimir Aleksandrovich Shkatov | Deputy Chairman of the Board, Nonprofit Partnership Council for Organizing Efficient System of Trading at Wholesale and Retail Electricity and Capacity Market (Market Council); |
Pavel Viktorovich Shpilevoy | Deputy Director of the Department for State Regulation of Tariffs, Infrastructural Reforms and Energy Efficiency, Ministry of Economic Development of the Russian Federation; |
Nikolay Grigoryevich Shulginov | First Deputy Chairman of the Management Board, SO UPS. |
The members of the Strategy Committee of the Company acting from September 11, 2012, to December 31, 2012, and appointed by the Board of Directors of the Company on September 11, 2012, are as follows:
Vyacheslav Mikhailovich Kravchenko | (Chairman of the Committee), Member of the Board of Directors, MRSK Holding (at present, Russian Grids), Chairman of the Board, Nonprofit Partnership Council for Organizing Efficient System of Trading at Wholesale and Retail Electricity and Capacity Market (Market Council), and Chairman of the Management Board, TSA; |
Alexander Sergeyevich Kalinin | Vice President, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business; |
Boris Gennadyevich Zingarevich | Member of the Board of Directors, MRSK Holding (at present, Russian Grids), Member of the Board of Directors, Ilim Group, and Chairman of the Board of Directors, Ilim Timber; |
Seppo Juha Remes | Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Director General, Kiuru; |
Sergey Vladimirovich Serebryannikov | Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Rector, Moscow Power Engineering Institute (National Research University); |
Viktor Vasilyevich Kudryavy | Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Advisor to President, EUROCEMENT Group ZAO; |
Vladimir Vitalyevich Tatsiy | Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and First Vice President, Gazprombank; |
Igor Vladimirovich Khvalin | Deputy Chairman of the Management Board, FGC UES, and Deputy Executive Director for Strategy, MRSK Holding (at present, Russian Grids); |
Alexander Vladimirovich Rogov | Deputy Division Head and Head of Electric Utilities Development of the Division for Electric Utilities Development and Electric Utilities Marketing, Gazprom; |
Maria Gannadyevna Tikhonova | |
Pavel Viktorovich Shpilevoy | Deputy Director of the Department for State Regulation of Tariffs, Infrastructural Reforms and Energy Efficiency, Ministry of Economic Development of the Russian Federation; |
Sergey Vyacheslavovich Vasilyev | Director of the Electric Power Industry Development Department, Ministry of Energy of the Russian Federation; |
Elena Borisovna Titova | Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and President and Chairperson of the Executive Board, Morgan Stanley Bank; |
Aleksey Vladimirovich Demidov | Deputy Executive Director for Economic Affairs and Finance, MRSK Holding (at present, Russian Grids); |
Nikolay Grigoryevich Shulginov | First Deputy Chairman of the Management Board, SO UPS. |
The following most important issues were addressed by the Committee in 2012:
- Proposals for the consolidation of electric grid assets of the Company’s dependent company in the Kurgan Region;
- Acquisition by the Company of shares in Kubanenergo;
- Acquisition by the Company of shares in TDC;
- Progress in preparing the draft of the Strategy of the Electricity Distribution Grid Sector of the Russian Federation Until 2020;
- Strategy of the Company and Subsidiaries on Information Technology, Automation and Telecommunications Until 2016;
- Material terms and conditions of the Agreement for the Transfer of the Powers of the Company’s Sole Executive Body to be entered into by and between the Company and FGC UES, which is a related party transaction;
- Priority established for the Company’s activities: changes to the system of key performance indicators for the directors general and senior managers of subsidiaries of the Company;
- Defining of the position of the Company (representatives of the Company) on the item on the agenda of the meeting of the Board of Directors of IDGC of Urals: “Termination of the Company’s holding a stake in Kurganenergo by means of transferring title to its shares and the Company’s holding a stake in LENENERGO by means of acquiring its shares”;
- Priorities established for the Company’s activities: the organization of measures to reduce receivables for electricity distribution services provided by the Company’s subsidiaries engaged in electricity distribution;
- Approval of the system of key performance indicators (KPIs) of FGC UES, as the management organization, developed by meetings of the working group headed by Chairman of the Board of Directors of the Company G. V. Boos;
- Approval of the comparative analysis (benchmarking) report on operations conducted by the Company’s distribution grid companies, including the approval of the comparative analysis (benchmarking) methods;
- Approval of the Company’s Budget for 2013;
- The Company’s membership in G3-PLC Alliance;
- Priorities established for the Company’s activities: the approval of the strategy of the Company for improving the efficiency of measures to reduce receivables for electricity distribution services;
- Review of the Implementation Plan for the Comparative Analysis (Benchmarking) Technique for Operations of the Company-Controlled Distribution Grid Companies.
Audit Committee
The principal goal of the Audit Committee is to ensure effective participation of the Board of Directors in exercising control of the financial and economic activities of the Company.
The most important objective of the Audit Committee is to prepare and submit recommendations to the Board of Directors concerning control over:
- The preparation process and procedures for financial (accounting) statements, including reviewing financial (accounting) statements;
- The efficiency of the internal control and risk management systems;
- The selection of the independent external auditor and the evaluation of its performance;
- The activities of the Company’s internal control/audit function;
- The Company’s compliance with Russian laws, industry standards, and its internal regulatory documents.
The members of the Audit Committee of the Board of Directors of the Company were elected three times in 2012.
The members of the Audit Committee of the Company acting from January 1, 2012, to February 17, 2012, and appointed by the Board of Directors of the Company on October 7, 2011, are as follows:
Pavel Andreyevich Borodin | (Chairman of the Committee), Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Vice President, OJSC VimpelCom; |
Sergey Renatovich Borisov | (member of the Committee), Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and President of OPORA RUSSIA All-Russian Public Organization of Small and Medium Business; |
Valery Alekseyevich Gulyaev | (member of the Committee), Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Deputy General Director for Procurement and Logistics, OGK-2 and OGK-6. |
The members of the Audit Committee of the Company acting from February 17, 2012, to September 11, 2012, and appointed by the Board of Directors of the Company on February 17, 2012, are as follows:
Pavel Andreyevich Borodin | (Chairman of the Committee), Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Vice President, OJSC VimpelCom; |
Sergey Renatovich Borisov | (member of the Committee), Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and President, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business; |
Seppo Juha Remes | (member of the Committee), Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Director General, Kiuru; |
Denis Vladimirovich Fedorov | (member of the Committee), Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Director General, Gazprom Energoholding; |
Igor Vladimirovich Khvalin | (member of the Committee), Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Director General, ZAO Volga Engineering Group. |
The members of the Audit Committee of the Company acting from September 11, 2012, to December 31, 2012, and appointed by the Board of Directors of the Company on September 11, 2012, are as follows:
Pavel Andreyevich Borodin | (Chairman of the Committee), Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Vice President, OJSC VimpelCom; |
Sergey Renatovich Borisov | (member of the Committee), Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and President, OPORA RUSSIA All-Russian Public Organization of Small and Medium Business; |
Seppo Juha Remes | (member of the Committee), Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Director General, Kiuru; |
Denis Vladimirovich Fedorov | (member of the Committee), Member of the Board of Directors, MRSK Holding (at present, Russian Grids), and Director General, Gazprom Energoholding. |
The Audit Committee acts in accordance with the Regulations approved by the decision adopted by the Board of Directors of the Company on December 29, 2011. The members of the Committee, composed of at least three people, are appointed by the Board of Directors of the Company. The Committee consists only of independent nonexecutive directors, which meets the stock exchange requirements applicable to issuers whose shares are included on Quotation Lists A and B.
In the reporting year, the Audit Committee held 12 meetings (three in person, six in absentia, and three jointly with the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee of the Board of Directors of the Company) dealing with more than 40 issues. The most important of them are as follows:
- Draft of the financial statements of the Company in accordance with Russian Accounting Standards for 2011 (Minutes of the Meeting No. 26 of March 26, 2012);
- Draft of the consolidated financial statements of the Company for the year ended December 31, 2011, in accordance with International Financial Reporting Standards (Minutes of the Meetings No. 28 of April 25, 2012, and No. 29 of April 27, 2012);
- Terms and conditions of a public bidding procedure for the right to enter into the agreement to mandatorily audit the financial (accounting) statements of the Company in accordance with Russian Accounting Standards for 2012 (Minutes of the Meeting No. 25 of March 2, 2012);
- Determination of the fee for the services provided by the Auditor of the Company (Minutes of the Meeting No. 25 of March 2, 2012);
- Nominees for the auditor qualifying for agreements to provide services in relation to the audit of the IFRS consolidated financial statements of the Company’s subsidiaries for 2011 (Minutes of the Meeting No. 27 of April 16, 2012);
- Assessment of the auditors’ report on the accounting (financial) statements of JSC Interregional Distribution Grid Companies Holding for 2011 by the Audit Committee (Minutes of the Meeting No. 28 of April 25, 2012);
- Review of a restated version of the Regulations for the Internal Audit and Risk Management Department of the Company (Minutes of the Meeting No. 25 of March 2, 2012);
- Review of the action plan of the Internal Audit and Risk Management Department of the Company for 2012 (Minutes of the Meeting No. 25 of March 2, 2012);
- Review of the performance report of the Internal Audit and Risk Management Department for 2011 and the consolidated performance report of internal audit and risk management divisions of the Company’s subsidiaries for 2011 (Minutes of the Meeting No. 27 of April 16, 2012);
- Review of the report of the Internal Audit and Risk Management Department on the audit of the control and monitoring functions performed by the executive arm of the Company in relation to the construction of Olympic Games facilities and on the evaluation of the efficiency of organizational measures (Minutes of the Meeting No. 25 of March 2, 2012);
- Consideration of the results of control measures taken by the Internal Audit and Risk Management Department of the Company to analyze the efficiency of and the organization of supervising procurement of the Company and its subsidiaries in 2010–2011 (Minutes of the Meeting No. 27 of April 16, 2012);
- Consideration of the results of control measures taken by the Internal Audit and Risk Management Department of the Company to assess the efficiency of the executive arm’s activities as related to organizing and supervising investing activities of the Company and its subsidiaries in 2010–2011 (Minutes of the Meeting No. 30 of May 30, 2012);
- Consideration of the results of the inspection of the implementation by the Company and its subsidiaries of Russia’s Energy Conservation And Energy Efficiency Enhancement Governmental Program (Minutes of the Meeting No. 30 of May 30, 2012);
- Review of the reports on the audits (inspections) conducted by the internal audit commissions in relation to the financial and economic activities of Yantarenergo for the period from August 1, 2007, to and including August 1, 2012, and IDGC of Centre for the period from January 1, 2011, to and including August 1, 2012 (Minutes of the Meeting No. 35 of November 23, 2012);
- Review of the report of the Director General of the Company to the Board of Directors on the implementation of the Company’s local regulatory documents related to improving and developing internal control, risk management, and internal audit for 2011 (Minutes of the Meeting No. 28 of April 25, 2012);
- Review of internal regulatory documents aimed at improving the efforts to combat insider information misuse (Minutes of the Meeting No. 36 of December 12, 2012);
- Review of internal regulatory documents aimed at improving the efficiency and transparency of operations conducted by the Company and its subsidiaries (including their financial and economic activities and anti-corrupt practices) (Minutes of the Meeting No. 35 of November 23, 2012);
- Review of the report on the implementation of the consolidated investment program of the Company for the 1st quarter of 2012 and the preliminary results for the 1st half of 2012 (Minutes of the Joint Meeting No. 17/31 of August 8, 2012);
- Progress in the implementation by IDGC of Northern Caucasus of the Comprehensive Program of Measures to Reduce Above-standard Electricity Losses in Distribution Networks of IDGC of Northern Caucasus and progress in the implementation by LENENERGO of the Program to Renew Cable Lines of 6–110 kV (Minutes of the Joint Meeting No. 17/31 of August 8, 2012);
- Review of the report on the implementation by Kubanenergo of the investment program as related to the Program for the Development of the Sochi Region’s Electricity Networks for the Period until 2008–2014 to Ensure the Functioning of Olympic Sports Facilities in the first half of 2012 (Minutes of the Joint Meeting No. 20/33 of September 26, 2012).
MANAGEMENT BOARD
The Management Board of the Company 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 of the Company approved by the Extraordinary General Meeting of Shareholders of the Company on December 30, 2008.
Until October 5, 2012, the Management Board of the Company was composed of the following members:
The Board of Directors of the Company decided on October 5, 2012, to terminate the powers of the following members of the Management Board of the Company: Mikhail Yuryevich Kurbatov, Aleksey Yurievich Perepyolkin, and Sergey Vyacheslavovich Vasilyev.
On October 5 2012, the Board of Directors elected the following members of the Management Board of the Company:
Oleg Mikhailovich Budargin
Year of Birth: 1960
Education: higher education
Chairman of the Management Board of the Company from 2012 (Chairman of the Management Board of FGC UES)
From 2009 Member of the Management Board of FGC UES. Chairman of the Board of Directors of IDGC of Siberia, MOESK, Kubanenergo, Member of the Board of Directors INTER RAO UES, FGC UES. Chairman of the Supervisory Board of Association of Solar Energy Enterprises Nonprofit Partnership, Member of Supervisory Board of PJSC «RRDB». From 2010 to 2011 Member of the Board of Directors Energy forecasting agency. From 2007 to 2009 Assistant Plenipotentiary of the President of the Russian Federation in the Siberian Federal District.
No stake/ordinary shares held in the authorized capital of the issuer
Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries of the issuer: none
No transactions involving the acquisition or transfer of title to shares
Andrey Yevgenyevich Murov
Year of Birth: 1970
Education: higher education, Doctor of Science (Economics)
Member of the Management Board the Company from 2012, Operating Director
From 2012, member of the Management Board of FGC UES, Chairman of the Board of Directors: LENENERGO, IDGC of Centre, IDGC of North-West, IDGC of Volga. Member of the Board of Directors: MOESK, Kubanenergo. In 2012, member of the Board of Directors: IDGC of Urals. First Deputy Chairman of the Management Board, FGC UES. From 2012, Executive Director, MRSK Holding (at present, Russian Grids). In July 2012, Acting Director General, MRSK Holding (at present, Russian Grids). Also in 2012, Deputy Director General, MRSK Holding (at present, Russian Grids). From 2007 to 2012, Director General, Pulkovo Airport.
No stake/ordinary shares held in the authorized capital of the issuer
Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries of the issuer: none
No transactions involving the acquisition or transfer of title to shares
Roman Nikolaevich Berdnikov
Year of Birth: 1973
Education: higher education
Member of the Management Board the Company from 2012, First Deputy Executive Director
Member of the Boards of Directors: IDGC of Northern Caucasus, IDGC of Urals, Tyumenenergo, EnergoRynok, ENIN. From July to October 2012, First Deputy Executive Director, MRSK Holding (at present, Russian Grids). Member of the Supervisory Board, Market Council. Member of the Supervisory Board, GruzRosenergo. From 2012, First Deputy Chairman of the Management Board, FGC UES. From 2009, member of the Management Board, FGC UES. From 2010 to 2012, Deputy Chairman of the Management Board, FGC UES. From 2003 to 2010, Deputy Head of the Strategic Planning Department, Head of the Strategic Planning Department, Head of the Customer and Market Relations Department, Development and Customer Relations Director, FGC UES.
No stake/ordinary shares held in the authorized capital of the issuer
Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries of the issuer: none
No transactions involving the acquisition or transfer of title to shares
Aleksey Vladimirovich Demidov
Year of Birth: 1976
Education: higher education
Member of the Management Board the Company from 2009, Deputy Executive Director for Economic Affairs and Finance
Chairman of the Boards of Directors: IDGC of North-West, IDGC of Siberia. Member of the Boards of Directors: Kubanenergo, LENENERGO, IDGC of Northern Caucasus. From 2010 to 2011, member of the Board of Directors, Center for UPS Settlements Optimization. From 2009 to 2010, member of the Boards of Directors: Tyumenenergo, MOESK, IDGC of Center and Volga Region, IDGC of North-West. From 2009 to 2011, Chairman of the Board of Directors, IDGC of Urals. Before joining the Company, First Deputy Chief Financial Officer, Rosneft. In 2006, Advisor to the Deputy Chairman of the Management Board, Gazprom. From 2003 to 2006, First Deputy Director General, Sevmorneftegaz.
No stake/ordinary shares held in the authorized capital of the issuer
Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries of the issuer: none
No transactions involving the acquisition or transfer of title to shares
Igor Vladimirovich Khvalin
Year of Birth: 1974
Education: higher education, Candidate of Science (History)
Member of the Management Board of the Company from 2012, Deputy Executive Director for Strategy
Member of the Board of Directors from 2010. Chairman of the Board of Directors, Volga Engineering Group. Member of the Board of Directors, FGC UES. Member of the Working Group for Energy Efficiency of the Presidential Commission for Modernization of Russia’s Economy. From 2009 to 2010, Director General, Volga Engineering Group. From 2008 to 2009, Chairman of the Board of Directors, VPEC. Before that, Chairman of the Board of Directors, Krona Kholding. From 2007 to 2009, member of the Forestry Sector Development Council, Government of the Russian Federation.
No stake/ordinary shares held in the authorized capital of the issuer
Stakes held by the individual in the authorized (share) capital (unit trust) of the subsidiaries of the issuer: none
No transactions involving the acquisition or transfer of title to shares
The Company’s Articles of Association specify that the Management Board of the Company 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.
In the reporting period, the Management Board of the Company held 38 meetings (10 in person and 18 in absentia) dealing with 221 issues. The most important of the addressed issues are as follows:
Standard temporary technique for assessing the energy efficiency indicators of investment projects in formulating investment programs of the Company’s subsidiaries;
Progress in the implementation of the Comprehensive Program of Measures to Reduce Above-standard Electricity Losses in Distribution Networks in the North Caucasus in 2011;
Purchases for the implementation of the long-term development programs for electricity metering systems in the retail electricity markets in the Company’s subsidiaries;
Agreement on the principal areas of selling power sales companies of subsidiaries and subsidiary subsidiaries of the Company;
Program to improve the payment discipline in the retail and wholesale electricity markets with respect to suppliers of last resort that are the Company’s subsidiaries and operate in constituent entities of the Russian Federation in the North Caucasian Federal District;
Report on the implementation of the Innovative Development Program of the Company until 2016 for the 3rd and 4th quarters of 2011;
Methodology for calculating the energy audit of the Company’s subsidiaries providing electricity distribution services;
Report on the implementation of the Plan for Implementing the Strategy for Development of the Company Until 2015 with Long-Term Plans Until 2020;
Performance results of LENENERGO as related to the implementation of the Program to Renew Cable Lines of 6–110 kV in Saint Petersburg and the implementation of the work schedule;
Progress in carrying out the critical task of implementing the Smart Metering project for the integrated electricity metering system;
Report on operational risks of the Company’s subsidiaries;
Model structure of the energy conservation and energy efficiency enhancement programs of the Company’s subsidiaries;
Approval of the scenario conditions for formulating the capital investment programs of the Company’s subsidiaries;
Report on the status of occupational injuries at subsidiaries in 2011; report on work to reduce occupational injury risks at the Company’s subsidiaries and implement the Injury Risk Mitigation Program of the Company for 2012–2013;
Progress in organizing compulsory energy audits of subsidiaries;
Issue of exchange-traded bonds of the Company’s subsidiaries;
Model list of measures related to energy conservation and energy efficiency enhancement of the Company’s subsidiaries;
Strategy of the Company and Subsidiaries on Information Technology, Automation and Telecommunications Until 2016;
Performance results of Kubanenergo as related to implementing the Program of the Construction of Olympic Games Sites and the Development of Sochi as a Mountain Climate Resort in 2011 and complying with the Olympstroy State Corporation schedule in the 1st half of 2012;
Plan of the Company’s rule-making activities in energy conservation and energy efficiency enhancement and relations between the Company’s subsidiaries and participants infrastructural entities in the wholesale and retail electricity and capacity markets;
Analysis of the maximum utilization rate of the Company’s subsidiaries’ main substations in 2011 and the expected utilization rate of the main substations as of January 1, 2013, with due consideration to the implementation of the 2012–2017 capital investment programs;
Consolidated investment program of the Company for 2012–2017, including 2012;
Principal areas of activities of the Company and its subsidiaries in energy conservation and energy efficiency enhancement;
Report on the completion of introducing the Olympic Games Site construction management system into Kubanenergo;
Progress in the implementation of the Consolidated Energy Conservation and Energy Efficiency Enhancement Program of the Company;
Approval of a restated version of the model internal control policy of the Company’s subsidiaries engaged in electricity distribution;
Results of preparations for the 2012/13 heat deficit period;
Approval of the Model Regulations for the Investing Activities of Subsidiaries of the Company;
Results of the inspection of the financial and economic activities of the Company;
Report on the progress in the implementation of the Plan for Implementing the Strategy for Development of the Company Until 2015 with Long-Term Plans Until 2020;
Approval of the Program to Improve the Reliability of the Resort Town of Sochi for 2013–2016;
Methods for consolidating the territorial grid organizations located in the North Caucasian Federal District within IDGC of Northern Caucasus;
Progress in the Company’s subsidiaries’ selling noncore assets.
INFORMATION ON THE SOLE EXECUTIVE BODY OF THE COMPANY IN 2012
The functions of the Company’s sole executive body were performed before July 2, 2012, by Director General Nikolay Shvets, from July 2, 2012, to July 9, 2012, by Acting Director General Andrey Murov, and after July 10, 2012, by a management organization, FGC UES, represented by Chairman of the Management Board Oleg Budargin.
Director General of the Company Nikolay Shvets
The Director General of the Company was in charge of the Company’s day-to-day activities in accordance with the decisions adopted by the General Meeting of Shareholders and the Board of Directors of the Company acting within their competence. The Director General dealt with all issues related to the management of the Company’s day-to-day activities except the issues falling within the competence of the General Meeting of Shareholders, the Board of Directors, or the Management Board of the Company.
Nikolay Shvets was elected as the Director General by the in-person meeting of the Company’s Board of Directors on February 26, 2009. The employment contract with Nikolay Shvets, effective from March 17, 2009, was terminated earlier in accordance with the decision adopted by the Board of Directors of the Company on June 30, 2012.
Biographical data:
Year of birth: 1956
Education: higher education, Electrical Engineering
Academic degree: Doctor of Science (Economics)
2009–2012: Director General, MRSK Holding (at present, Russian Grids).
2008: First Deputy Chairman of the Amur Region Government and, after that, Chairman of the Amur Region Legislative Assembly.
1998–2007: Head of the Administrative Office of Promexport Federal State Unitary Enterprise’s Director General, Assistant to Rosoboronexport State Corporation’s Director General.
1986–1998: Various posts at the General Headquarters of the Air Defense Forces, Deputy Office Chief of the Integrated CIS Air Defense System. After 20 years of service in the USSR and Russian Armed Forces, he was retired with the rank of Colonel.
1983: He graduated from the Faculty of Energy of the All-Union Distance-Learning Institute of Technology as an electrical engineer majoring in Electricity Supply to Industrial Enterprises and Urban and Rural Areas. He graduated from the Military Command Academy of Air Defense Forces in 1991 and the Military Academy of the General Staff of the Russian Armed Forces in 1997.
Awards:
- 2012: Honored Power Engineer of the Russian Federation
- 2011: Honored Power Engineer of the Commonwealth of Independent States
- 2010: Honorary Worker of the Fuel and Energy Sector
- 2005: Order of Honor
- Alexander Suvorov Award of the Academy of Military Sciences
Acting Director General of the Company Andrey Murov
The Acting Director General of the Company was in charge of the Company’s day-to-day activities in accordance with the decisions adopted by the General Meeting of Shareholders and the Board of Directors of the Company acting within their competence.
The Acting Director General dealt with all issues related to the management of the Company’s day-to-day activities except the issues falling within the competence of the General Meeting of Shareholders, the Board of Directors, or the Management Board of the Company.
Andrey Murov was appointed as the Acting Director General by the in-person meeting of the Company’s Board of Directors on June 30, 2012, effective until the Agreement for the Transfer of the Powers of the Company’s Sole Executive Body came into force.
Biographical data:
Year of birth: 1970
Education: higher education, Law
Academic degree: Doctor of Science (Economics)
2012: Deputy Director General and Acting Director General, MRSK Holding (at present, Russian Grids).
2007–2011: Director General, Pulkovo Airport; 2004–2006: First Deputy Director General, Pulkovo Airport.
2001–2003: Director General, Evrostroykomplekt.
1996–2000: Various executive posts at ICN October, Saint Petersburg.
1993: He graduated from the Saint Petersburg State University, majoring in Law. In 1998, he graduated from the Interbranch Institute of Advanced Training and Retraining of Executive Personnel at the Saint Petersburg State University of Economics and Finance.
Awards:
- 2009: Order of Honor
- 2008: Honorary Worker of Russian Transport Badge
- 2006: Medal of the Order for Merit to the Fatherland (2nd Class)
Management Organization, FGC UES
Under Agreement No. 1007 of July 10, 2012, the powers of the Company’s sole executive body were transferred to a management organization, FGC UES. The management organization exercises the rights and performs the duties of the Company’s sole executive body within the scope and subject to the limitations provided for in the Russian laws, the Articles of Association of the Company, other internal documents of the Company, and decisions adopted by the General Meeting of Shareholders and/or the Board of Directors of the Company. The management organization is in charge of the Company’s day-to-day activities in accordance with the Articles of Association of the Company within the scope of rights and duties specified in the Agreement.
Open Joint-Stock Company Federal Grid Company of Unified Energy System (FGC UES) was established in accordance with the Russian electric power industry reform program as the organization to manage the Unified National (All-Russian) Electric Grid (UNEG) with the aim of preserving and developing the UNEG. Key areas of the company’s business: managing the Unified National (All-Russian) Electric Grid; providing wholesale electricity market entities with electricity transmission and network connection services; investing in the development of the Unified National (All-Russian) Electric Grid; keeping electric grids in good working order; and exercising technical supervision of the state of grid facilities.
Internal Audit Commission
Internal Audit Commission is elected by General meeting of Shareholders to control financial and economic activities of the Company.
Members of the Internal Audit Commission of the Company elected by the Annual General Meeting of Shareholders on June 30, 2012:
№ | Full Name | Position (as of the time of nomination) |
---|---|---|
1. | Anna Valeryevna Drokova | Deputy Division Head, Federal Agency for State Property Management of the Russian Federation |
2. | Valeria Dmitryevna Kuvaeva | Division Advisor, Ministry of Energy of the Russian Federation |
3. | Oleg Anatolyevich Oreshkin | Division Head, Federal Agency for State Property Management of the Russian Federation |
4. | Sergey Aleksandrovich Pakhomov | Deputy Division Head, Federal Agency for State Property Management of the Russian Federation |
5. | Pavel Viktorovich Shpilevoy | Deputy Division Director, Ministry of Economic Development of the Russian Federation |