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    1. 4.1 The Memo of the Controlling Stockholder (PAO Rosseti) with Regard to the Controlled Grid Companies
    2. 4.2 Corporate Governance Practices
    3. 4.3 General Meetings of Stockholders
    4. 4.4 Board of Directors’ Progress Report
    5. 4.5 Board of Directors Committees
    6. 4.6 Corporate Secretary
    7. 4.7 Executive Bodies
    8. 4.8 Remuneration and Compensation Policy
    9. 4.9 Settlement of Competing Interests
    10. 4.10 Internal Control, Risk Management and Internal Audit
    11. 4.11 Board of Internal Auditors
    12. 4.12 External Auditor
    13. 4.13 Stockholder Equity and Securities

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4.5 Board of Directors Committees

To enhance efficiency of the Board of Directors and investigate matters under its purview, the Board of Directors has established specialized functional consultative and advisory bodies – Board of Directors Committees. Primary goals of each Committee lie in preliminary examination of vital topics referred to the Board of Directors competence and in generation of recommendations used by the Board of Directors to decide on relevant aspects. If the Committees require counseling and advisory services with regard to aspects demanding specialized knowledge and skills, they are entitled to engage outside experts into examination process, relevant remunerations being paid from the Committees’ budgets, approved by the Board of Directors, within allotted limits.

The Board of Directors structure comprises five permanent Committees – the Audit Committee, Personnel and Remunerations Committee, Strategy Committee, Reliability Committee and Technological Connection Committee. Any action or operation of these Committees is performed in strict compliance with the relevant Regulations stipulating the legal status, goals and objectives, rights and liabilities, structure and composition of the Committees as well as federal laws and enactments of the Russian Federation, Charter, Regulations on the Board of Directors, resolutions of the Board of Directors and Committees’ Regulations.

During the reported period, the Committees scrutinized 140 agenda items during 61 meetings. Taking into account restrictions related to conduct of in-presentia meetings during COVIDcoronavirus disease-10 pandemic, the Company actively held meetings via videoconferences. The share of in-presentia Committee meetings and share of agenda items reviewed during in-presentia meetings in 2021 totaled 24% and 30%, respectively. Find the exhaustive list of examined agenda items and wording of the Committees’ resolutions at Committees of the Board of Directors Section the corporate web-site (Main/About us/Governing and Oversight Bodies/Committees of the Board of Directors).

THE AUDIT COMMITTEE

The Committee was established to examine issues related to the oversight of Company’s financial and economic operations. The Committee plays a key role in overseeing integrity, accuracy and reliability of financial reporting, accountability and efficiency of the system of risk management, internal control and corporate governance and in fostering independence and impartiality of internal and external audit.

Guided by:

Committee at IDGCInterregional Distribution Grid Company of Urals[58].

 

Primary Objectives:

Compositions of the Committee and members’ attendance are as follows:

 

 

Name Composition 1 Composition 2 Attendance
(18.12.2020 – 18.07.2021) (19.07.2021 – end of the reported period)
A.V. Shevchuk + + 16/16 (100%)
R.A. Dmitrik + + 16/16 (100%)
I.A. Shagina + + 16/16 (100%)

Two independent directors with an expertise in the preparation, analysis, evaluation and audit of financial statements preparation serve on the Committee:

Committee’s 2021 progress report:

During the reported period the Committee conducted

16 meetings

10 in-absentia meetings

6 in-presentia meetings (VC),

Agenda items examined:

51

 

Topics Issues examined during 2021
Anticorruption monitoring Examination of the 2020 and 1H2021 report on anticorruption monitoring outcomes (minutes No.130 dated 20.04.21, No.140 dated 24.12.21)
Administrative issues Adoption of the Committee’s CY2021-2022 activity plan (minutes No.137 dated 14.09.21), engagement of the expert into the Audit Committee activities (minutes No.136 dated 03.08.21)
Internal audit Examination of Internal Audit Department’s activity plans and revisions to them (minutes No.125 dated 19.01.21, No.126 dated 22.01.21, No.134 dated 18.06.21, No.138 dated 26.10.21, No.140 dated 24.12.21), Internal Audit Department’s progress reports (minutes No.126 dated 22.01.21, No.128 dated 30.03.21, No.135 dated 22.06.21, No.138 dated 26.10.21, No.140 dated 24.12.21)
Internal control Examination of the action plan to maintain efficiency and develop IC&RM system (minutes No.133 dated 25.05.21), report on the rollout and functioning of the ICSinternal control system (minutes No.131 dated 27.04.21)
Accounting (financial) statements Examination of the Company’s accounting statements (minutes No.125 dated 19.01.21, No.132 dated 30.04.21, No.136 dated 03.08.21, No.139 dated 28.10.21), written information from the external auditor and management (minutes No.126 dated 22.01.21, No.132 dated 30.04.21)
External audit Examination of an external auditor candidate, evaluation of the efficiency of external audit, specification of the fee due to the external auditor (minutes No.131 dated 27.04.21, No.134 dated 18.06.21, No.136 dated 03.08.21)
Other issues Execution of assignments of the Board of Directors by the Audit Committee (minutes No.134 dated 18.06.21), CY2020-2021 Committee progress report (minutes No.134 dated 18.06.21), management’s reports on the execution of remedial action plans (minutes No.128 dated 30.03.21, No.139 dated 28.10.21).
THE PERSONNEL AND REMUNERATIONS COMMITTEE

The Committee was established by the Board of Directors to examine aspects related to shaping of efficient and transparent remunerations policy and practices; HR planning, professional composition and efficiency of executive bodies and other key officers of the Company.

Guided by:

 

Primary Objectives:

 
Compositions of the Committee and members’ attendance are as follows:

 

Name Composition 1 Composition 2 Attendance
(30.06.2020-18.07.2021) (19.07.2021- end of the reported period)
N.A. Ozhe + + 10/10 (100%)
N.K. Ozhegina + - 6/6 (100%)
V.A. Kapitonov + - 6/6 (100%)
M.G. Tikhonova - + 4/4 (100%)
I.A. Shagina - + 4/4 (100%)

Committee’s 2021 progress report:

During the reported period the Committee conducted

10 meetings

9 in-absentia meetings

1 in-presentia meeting (VC),

Agenda items examined:

16

 

Topics Issues examined during 2021
Administrative issues Adoption of the Committee’s action plan and budgets (minutes No.103 dated 14.09.21, No.96 dated 18.01.21)
Approval of candidates to certain positions / labor reserve Preliminary scrutiny and approval of candidates nominated to HQheadquarters positions (minutes No.97 dated 12.02.21, No.98 dated 17.03.21), examination of the list of members of the Company’s personnel reserve (minutes No.105 dated 30.12.21)
Recommendations on the composition of the Executive Board Specification of the quantitative composition of the Executive Board (minutes No.102 dated 23.07.21)
Organizational structure Preliminary examination of proposals regarding regrouping of power distribution zones in branches (minutes No.99 dated 30.03.21)
Evaluation of candidates to the BoD and BoD performance Preliminary evaluation of the nominees to be elected to the Board of Directors (minutes No.100 dated 27.05.21), examination of the CY2020-2021 report on the self-evaluation of Board of Directors’ and Committees’ performance (minutes No.104 dated 29.10.21)
Material incentives Examination of revisions of the Regulations on the General Director’s Material Incentives, determination of the approach regarding bonus payments to the top managers (minutes No.105 dated 30.12.21)
Other issues CY2020-2021 Committee progress report (minutes No.101 dated 02.06.21)
THE STRATEGY COMMITTEE

The key role of the Committee is to assist the Board of Directors in developing the strategy, its revision and progress oversight as well as generating updating proposals.

Guided by:

The Committee’s goal shall be to prepare and give recommendations (opinions) to the Board of Directors regarding Board of Directors’ fields of concern, falling under the Committee’s purview, namely: strategic development and business priorities, innovation-driven development, administration of business processes, business planning, dividend policy, risk management, evaluation of performance efficiency of the Company and its associates, as well as other goals and directions, outlined by the Corporate Governance Code[48].

Compositions of the Committee and members’ attendance are as follows:

 

Name Composition 1 Composition 2 Attendance
(07.08.2020 – 18.07.2021) (19.07.2021 – end of the reported period)
P.V. Grebtsov + + 22/22 (100%)
Y.V. Goncharov + - 12/12 (100%)
R.A. Dmitrik + + 22/22 (100%)
A.Y. Korneev + + 21/22 (95%)
D.V. Krainsky + + 22/22 (100%)
N.A. Ozhe + + 22/22 (100%)
E.V. Prokhorov + - 12/12 (100%)
V.V. Rozhkov + + 22/22 (100%)
M.G. Tikhonova + - 12/12 (100%)
V.M. Shcherbakova + + 22/22 (100%)
A.V. Shevchuk + + 22/22 (100%)
Y.G. Obrezkova - + 10/10 (100%)
M.V. Kaloeva - + 10/10 (100%)
A.A. Polinov - + 2/10 (20%)

Committee’s 2021 progress report:

During the reported period the Committee conducted

22 meetings

18 in-absentia meetings

4 in-presentia meetings (VC),

Agenda items examined:

39

 

Topics Issues examined during 2021
Administrative issues Adoption of the Committee’s action plan and budgets (minutes No.150 dated 18.01.21, No.165 dated 14.09.21)
Receivables processing Adoption of the Company’s action plan regarding reduction of overdue transmission receivables and reconciliation (minutes No.155 dated 07.04.21, No.159 dated 14.06.21, No.167 dated 14.10.21, )
KPIkey performance indicators review Adoption of the KPIkey performance indicators targets, reports on KPIkey performance indicators completion (minutes No.150 dated 18.01.21, No.168 dated 20.10.21)
Implementation of strategy Examination of the business plans and investment programs, business plan completion reports (minutes No.151 dated 12.02.21, No.152 dated 24.02.21, No.153 dated 09.03.21, No.158 dated 25.05.21, No.160 dated 24.06.21, No.161 dated 06.07.21, No.168 dated 20.10.21), adoption of the Energy-saving and Enhacement of Energy Efficiency Programs, Innovative Development Programs, roadmap on development of additional (non-tariff) services (minutes No.163 dated 31.08.2021, No.164 dated 01.09.2021, No.168 dated 20.10.2021)
None-core asset register Examination of the non-core asset register (minutes No.151 dated 12.02.21, No.157 dated 30.04.21, No.162 dated 04.08.21, No.169 dated 12.11.21)
IC&RMSrisk management system Adoption of the Amended and Restated Risk Management Policy (minutes No.153 dated 09.03.21), action plan to maintain efficiency and develop IC&RMSrisk management system (minutes No.158 dated 25.05.21)
Other issues CY2020-2021 Committee progress report (minutes No.159 dated 14.06.21)
THE RELIABILITY COMMITTEE

The key role of the Committee is to assist the Board of Directors in evaluating production programs, prevention and traumatism reducing programs and quality of incident investigations, etc.

Guided by:

 

Primary Objectives:

  1. Evaluation of production programs, plans for technical revamp, refurbishment, greenfield construction and facilities maintenance, their analysis in terms of compliance with reliability of operations and technical status of electric networks;
  2. Evaluation whether follow-up measures from post-incident investigations are in-depth and consistent with the rules for investigation of power sector incidents[65], as well as oversight of their execution;
  3. Expertise of quality of incident investigations;
  4. Expertise of Company’s incident-prevention activities (emergency preparedness, arrangement of recovery works on grid facilities);
  5. Expertise of programs focusing on mitigation and prevention of injury risks among personnel and outsiders as well as in oversight of their execution;
  6. Oversight and evaluation of activities of Company’s engineering teams in terms of operation reliability and safety;
  7. Expertise of Company’s internal technical control system;
  8. Expertise of Company’s labor protection management system;
  9. Expertise of ecology policy program;
  10. Expertise of fire and industrial safety systems.

 
Compositions of the Committee and members’ attendance are as follows:

 

Name Composition 1 Composition 2 Attendance
(02.07.2020-18.07.2021) (19.07.2021 – end of the reported period)
S.V. Shpilevoy + + 7/7 (100%)
R.A. Dmitrik + + 7/7 (100%)
I.G. Polovnev + + 7/7 (100%)
V.A. Bolotin + - 4/4 (100%)
D.O. Ulrich + + 7/7 (100%)
V.A. Ryabushev - + 3/3 (100%)

Committee’s 2021 progress report:


During the reported period the Committee conducted

7 meetings

6 in-absentia meetings

1 in-presentia meeting (VC),

Agenda items examined:

16

 

Topics Issues examined during 2021
Administrative issues Adoption of the Committee’s action plan and budgets (minutes No.82 dated 18.01.21, No.87 dated 14.09.21)
Reliability and preparedness of the Company Examination of reports on reliability indicators, preparedness for operations during special periods (minutes No.83 dated 30.03.21, No.84 dated 25.05.21, No.88 dated 19.11.21)
Production program Examination of the progress report with regard to production programs (minutes No. 84 dated 25.05.21, No.88 dated 19.11.21)
Other issues CY2020-2021 Committee progress report (minutes No.159 dated 14.06.21)
THE TECHNOLOGICAL CONNECTION COMMITTEE

The Committee was established by the Board of Directors to examine items related to generation of proposals improving antimonopoly laws, fostering non-discriminatory access to connection services, updating Company’s bylaws and standards stipulating non-discriminatory access to connection services as well as to evaluate Company’s efficiency in connection of customers to the networks.

Guided by:

 

Primary Objectives:

The full list of the objectives is disclosed in the Regulations on the Technological Connection Committee.

Compositions of the Committee and members’ attendance are as follows:

 

Name Composition 1 Composition 2 Attendance
(28.07.2020 – 18.07.2021) (19.07.2021 – end of the reported period)
O.Y. Klinkov + + 6/6 (100%)
D.V. Vyalkov + + 4/6 (67%)
S.M. Kuryavyi + + 6/6 (100%)
N.A. Ozhe + + 6/6 (100%)
I.G. Polovnev + + 6/6 (100%)
V.A. Davydkin - + 4/4 (100%)
R.A. Dmitrik - + 4/4 (100%)

Committee’s 2021 progress report:

During the reported period the Committee conducted

6 meetings

6 in-absentia meetings,

Agenda items examined:

18

 

Topics Issues examined during 2021
Administrative issues Adoption of the Committee’s action plan and budgets (minutes No.61 dated 14.09.21, No.58 dated 12.02.21)
Analysis of connections Examination of progress report with regard to connection (minutes No.58 dated 12.02.21, No.59 dated 27.05.21, No.63 dated 13.12.21)
Preparation to Universiade 2023 Examination of the progress reports (minutes No.59 dated 27.05.21 and No.63 dated 13.12.21)
Development of additional services Adoption of the roadmap, examination of the progress report with regard to the roadmap on development of additional services (minutes No.58 dated 12.02.21, No.59 dated 27.05.21, No.63 dated 13.12.21)
KPIkey performance indicators review Examination of KPIkey performance indicators completion reports (minutes No.58 dated 12.02.21, No.59 dated 27.05.21)
Other issues CY2020-2021 Committee progress report (minutes No.60 dated 03.08.21)