4.4 Board of Directors’ Progress Report
The Board of Directors handles overall management of the Company’s operations and is vital element of the corporate governance system of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals.
General strategic management of the Company, enforcement of equal guarantees of interests of shareholders and investors
Reports to the General Meeting of Stockholders
The Board of Directors is elected by the General Meeting of Stockholders among candidates nominated by the shareholders owning 2%+ voting shares of the Company. The Board of Directors may also nominate candidates at own discretion.
The Chair is elected by the majority of votes of the Board of Directors.
Till the next Annual General Meeting of Stockholders. The Board of Directors may be reshuffled by an Extraordinary General Meeting of Stockholders.
Elected Board of Directors have the following statuses:
- Executive director (serving simultaneously on the executive bodies of the Company);
- Independent director (compliant with independence criteria);
- Non-executive director (other directors).
Its competence is defined in the Charter[51] and is clearly demarcated from the purview of executive bodies that manage Company’s day-to-day operations. The Board of Directors’ expertise comprises issues stipulated by the Federal Joint-Stock Companies’ Law as well as a wide range of additional issues in the spheres of finance and investments, business planning, procurements, management of affiliates in terms of core operational issues; internal control, risk management and internal audit.
Information on areas of activities approved by the Board of Directors as high-priority ones
During 2021, the Board of Directors has not approved any high-priority areas of activity.
Outcomes of the Board of Directors’ activities in 2021
In 2021, the Company’s Board of Directors has conducted 30 meetings: 26 in-absentia meetings and 4 mixed (in-presentia/in-absentia) meetings. The Board of Directors has scrutinized 176 agenda items during its meetings, particularly, 9 agenda items scrutinized during mixed meetings.
|
|
Board of Directors meetings conducted | Agenda items examined | ||
| total | In-absentia | Mixed (in-presentia/in-absentia | ||
| 2021 | 30 | 26 | 4 | 176 |
| 2020 | 49 | 45 | 4 | 185 |
| 2019 | 45 | 38 | 7 | 199 |
Key aspects examined by the Board of Directors:
| 2019 | 2020 | 2021 | |
| Corporate Governance | 89 | 70 | 69 |
| Budgeting and Finance | 3 | 1 | 1 |
| Strategic and Investment Planning | 17 | 21 | 9 |
| Revision of bylaws | 12 | 14 | 11 |
| Control and Reporting | 55 | 56 | 54 |
| Other aspects | 23 | 23 | 32 |
Key aspects scrutinized by the Board of Directors during 2021 [1]:
— examination of agenda items to be included into the general meeting’s agenda, proposed by stockholders;
— examination of nominees to be elected to the Board of Directors and Board of Internal Auditors, proposed by stockholders;
— examination of practical arrangements related to the convention of the 2020 annual general meeting of stockholders and its location, date and time;
— preliminary adoption of the Company’s 2020 annual report;
— examination of issues related to FY2020financial year 2020 profit distribution and dividends;
— preparation of recommendations to agenda items of the annual general meeting of stockholders;
— approval of forms and wording of voting papers for the annual general meetings;
— definition of the AGSM announcement procedure;
— approval of AGSM-related expenses;
— adoption of a contract between the Company and its registrar;
— examination of agenda items regarding election of the Chair of the Board of Directors, Deputy Chair and Corporate Secretary;
— adoption of the Board of Directors action plan for 2021-2022 corporate year;
— reshuffling of the Board of Directors Committees;
— adoption of the Committees’ budgets;
— determination of positions of Company’s representatives serving on governing bodies of Company’s affiliates.
— adoption of the Company’s FY2022financial year 2022 business plan, incl. investment program, and FY2023financial year 2023-2026 forecast.
— examination of a draft of the Company’s investment program and draft of revisions introduced to it;
— adoption of the action plan to maintain efficiency and develop IC&RM system of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals;
— adoption of the OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals’ Energy-saving and Enhanced Energy Efficiency Program till 2025;
— adoption of the OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals’ 2020-2024 Innovation Development Program to be potentially extended till 2030;
— adoption of the roadmap on the development of additional (non-tariff) services;
— adoption of the 2022 Insurance Coverage Program;
— adoption of the Company’s FY2022financial year 2022 Procurement Program.
— adoption of the OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals’ Amended and Restated Risk Management Policy;
— adoption of the PAOPublic Joint-Stock Company Rosseti’s Regulations on the unified technical policy in the grids as a Company’s bylaw;
— adoption of the Amended and Restated Enhanced Operating Efficiency and Cost-cutting Regulations;
— adoption of the alterations into the OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals’ Internal Audit Policy;
— adoption of the OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals’ Regulations on the Dividend Policy;
— adoption of the Company’s Amended and Restated Corporate Governance Code;
— adoption of a Company’s bylaw: Amended and Restated Regulations on Preparation and Execution of Innovative Development Program Procedures
— adoption of the quarterly completion reports with regard to the business plan;
— examination of reports regarding execution of Board of Directors assignments;
— examination of insurance coverage reports;
— examination of progress reports regarding the sale of non-core assets;
— examination of the 2020 information policy compliance report;
— examination of the 2020 report of the sole executive body and Executive Board with regard to the roll-out, functioning and efficiency of the risk management system;
— examination of quarterly progress reports with regard to Company’s investment projects listed as priorities;
— examination of the Internal Auditor report regarding efficiency of internal control and risk management system;
— examination of the 2020 report of the sole executive body and Executive Board with regard to the roll-out and functioning of the internal control system;
— examination of the SEB’s quarterly reports on execution of resolutions adopted during Board of Directors meetings.
— approval of Company’s underwriters;
— reshuffling of the Central Procurement Body;
— preliminary approval of a Company’s transaction related to alienation of immovable property with destination other than production, transmission, dispatching, distribution of electric and thermal power;
— preliminary approval of a transaction related to acquisition of property being fixed assets used for production, transition, dispatching and distribution of electricity and thermal power;
— authorization of related-party transactions (more details in the report on related-party transactions);
— preliminary approval of Company’s charity programs.
Information on assignments issued by the Board of Directors to the Company’s management:
| Total number of assignments under execution during the reported period | Assignments completed during the reported period |
| 37 | 7 |
Meeting attendance by members of the Board of Directors in 2021:
| Board of Directors member | Board of Directors | Audit Committee | Personnel and Remunerations Committee | Strategy Committee | Reliability Committee | Technological Connection Committee |
| Directors serving on the Board of Directors during 2021: | ||||||
| Y.V. Goncharov | 30/30 (100%) | 12/12 (100%) | ||||
| V.V. Anikin | 30/30 (100%) | |||||
| R.A. Dmitrik | 30/30 (100%) | 16/16 (100%) | 22/22 (100%) | 7/7 (100%) | 4/4 (100%) | |
| D.V. Krainsky | 30/30 (100%) | 22/22 (100%) | ||||
| N.A. Ozhe | 30/30 (100%) | 10/10 (100%) | 22/22 (100%) | 6/6 (100%) | ||
| E.V. Prokhorov | 30/30 (100%) | 12/12 (100%) | ||||
| I.A. Shagina | 30/30 (100%) | 16/16 (100%) | 4/4 (100%) | |||
| A.V. Shevchuk | 30/30 (100%) | 16/16 (100%) | 22/22 (100%) | |||
| Directors who left the Board of Directors in 2021: | ||||||
| D.A. Bobkov | 14/14 (100%) | |||||
| V.A. Kapitonov | 14/14 (100%) | |||||
| S.G. Dregval* | - | |||||
| Directors who entered the Board of Directors in 2021: | ||||||
| V.A. Bolotin | 16/16 (100%) | 4/4 (100%) | ||||
| A.A. Polinov | 9/16 (56%) | 2/10 (20%) | ||||
| M.G. Tikhonova | 16/16 (100%) | 4/4 (100%) | 12/12 (100%) | |||
| Board of Directors member | Board of Directors | Audit Committee | Personnel and Remunerations Committee | Strategy Committee | Reliability Committee | Technological Connection Committee |
| Directors serving on the Board of Directors during 2021: | ||||||
| Y.V. Goncharov | 30/30 (100%) | 12/12 (100%) | ||||
| V.V. Anikin | 30/30 (100%) | |||||
| R.A. Dmitrik | 30/30 (100%) | 16/16 (100%) | 22/22 (100%) | 7/7 (100%) | 4/4 (100%) | |
| D.V. Krainsky | 30/30 (100%) | 22/22 (100%) | ||||
| N.A. Ozhe | 30/30 (100%) | 10/10 (100%) | 22/22 (100%) | 6/6 (100%) | ||
| E.V. Prokhorov | 30/30 (100%) | 12/12 (100%) | ||||
| I.A. Shagina | 30/30 (100%) | 16/16 (100%) | 4/4 (100%) | |||
| A.V. Shevchuk | 30/30 (100%) | 16/16 (100%) | 22/22 (100%) | |||
| Directors who left the Board of Directors in 2021: | ||||||
| D.A. Bobkov | 14/14 (100%) | |||||
| V.A. Kapitonov | 14/14 (100%) | |||||
| S.G. Dregval* | - | |||||
| Directors who entered the Board of Directors in 2021: | ||||||
| V.A. Bolotin | 16/16 (100%) | 4/4 (100%) | ||||
| A.A. Polinov | 9/16 (56%) | 2/10 (20%) | ||||
| M.G. Tikhonova | 16/16 (100%) | 4/4 (100%) | 12/12 (100%) | |||
Evaluation of the Board of Directors
The Company evaluates the performance of the Board of Directors and Board of Directors Committees on an annual basis in line with recommendations of the Bank of Russia’s Corporate Governance Code.
In compliance with the Board of Directors and Board of Directors Committees Performance Evaluation Methodology, the performance of the Board of Directors is evaluated in the form of self-evaluation or triennial evaluation by an independent outside agency.
Information on evaluations of performance of the Board of Directors and its Committees for the last 3 years:
| Year when evaluation was conducted | 2019 | 2020 | 2021 |
| Evaluation form | Self-evaluation | Evaluation by an independent consultant (NP RID) | Self-evaluation |
Targets of evaluation in 2021:
- Board of Directors performance on the whole;
- Performance of each Board of Directors Committees;
- Performance of the Board of Directors Chair;
- Facilitation activities with regard to the performance of the Board of Directors and its Committees.
Components of evaluation in 2021:
- Functional component (quality of the Board of Directors performance);
- Structural component (composition and structure of the Board of Directors, role of the Board of Directors Chair, etc.);
- Procedure-oriented component (meeting scheduling, meeting arrangement practices, information support);
- Infrastructural component (remunerations of the Board of Directors, settlement of competing interests, liability insurance, etc.).
Evaluation criteria in 2021:
- Execution of key functions in company management by the Board of Directors:
- Generation and oversight of strategy implementation;
- Enforcement of establishment and oversight of efficiency of the internal control and risk management system;
- Evaluation of the C-level performance;
- Implementation of efficient C-level incentivization system;
- Asset protection;
- Composition and structure of the Board of Directors;
- Administration of the Board of Directors activities:
- Information support of the Board of Directors and reciprocity between the Board of Directors and executive bodies;
- Infrastructural support of the Board of Directors, incl. incentivization system for Board of Directors members, settlement of competing interests;
- Reciprocity between the Board of Directors and its Committees;
- Composition of the Board of Directors Committees and their performance;
- Performance of the Board of Directors Chair.
Average scores on 4 criteria used in evaluation of the CY2020-2021 Board of Directors performance.
Self-evaluation was conducted in the form of questioning. Respondents considered that the Board of Directors should revise its approaches in the following spheres:
- Formation of a C-level labor pool;
- Redesigning of the C-level incentive system for a long-term perspective;
- Strengthening of control over efficiency of the system liable for the monitoring and prevention of C-level conflicts of interest.
The respondents also underlined required revisions of approaches related to correlation of executive, non-executive and independent Board of Directors members, as well as types of issues examined during F2Fface-to-face meetings, involvement of external experts and onboarding procedures for newly elected Board of Directors members.
Report on the self-evaluation was scrutinized by the Personnel and Remunerations Committee[52] and Board of Directors[53].
The Board of Directors’ Chair
The Chair of the Board of Directors bears personal responsibility for leading the activities of the Board of Directors and its performance. The Chair keeps the focus of the Board of Directors on the strategic management of the Company delegating operational control to the executive team. The Chair oversees that the Board of Directors receives accurate, reliable and relevant information in a timely manner to foster a substantive discussion of issues. The Chair fosters constructive interaction among the members of the Board of Directors and between the Board of Directors and Executive Board.
Between June 2018 and June 2021 the Board of Directors was chaired by Yuri Vladimirovich Goncharov. From June 2021 the Board of Directors is chaired by Daniil Vladimirovich Krainsky.
Independent Directors and Their Role[2]
As of 31.12.2021 the Board of Directors has 2 independent directors – R.A. Dmitrik and A.V. Shevchuk. Following the evaluation of compliance of the Board of Directors members’ independence with the criteria, set by the PAOPublic Joint-Stock Company MOEX Listing Rules and Corporate Governance Code, the Board of Directors decided[54] to acknowledge the independent directorship of A.V. Shevchuk, despite formal criteria of affiliation with the Company and its majority shareholder on 25.08.2021.
Independent directors provide an independent perspective to the work of the Board of Directors, through their knowledge, experience and qualifications. Independent directors demonstrate a high level of expertise, independent judgment and independent votes on agenda items. The objectivity of independent directors and their constructive criticism are of great value to the Board of Directors and Company. The Company highly values the significant contribution that independent directors make to improve the performance of the Board of Directors.
Onboarding procedure for newly elected Board of Directors members
To ensure efficient performance and quickest and efficient integration of new Board of Directors members the Company conducts a range of activities:
- presentation of information on key issues related to governance and operations of the Company;
- filing of bylaws on governing bodies;
- filing of other bylaws regulating other spheres of Company’s performance (corporate governance, information and dividend policies, insider information processing, risk management, internal control and audit);
- arrangement of familiarization trips, on-site visits to facilities (when possible);
- The Company’s corporate secretary constantly explains how to interact with the Company in the course of the Board of Directors activities.
Composition of the Board of Directors
The Company’s Charter[55] that the Board of Directors consists of 11 directors. The quantitative composition perfectly matches the goals and objectives of the Company and industry practices and secures a required balance of purviews of the Board of Directors.
The specificity of the structure of shareholder capital (Rosseti owns 51.52% of the voting power) explains the fact that the vast majority of the Board of Directors is elected as proposed by the controlling stockholder – PAOPublic Joint-Stock Company Rosseti. 11-director composition of the Board of Directors comprises eight non-executive directors, two independent directors and one executive director.
Members of the Company Board of Directors have outstanding management and industry experience, are reputable experts in the power sector, and make a valuable contribution to the activities of the Board of Directors and its Committees.
Taking into account the strategic importance of the challenges facing the Board of Directors, the Board members must have the confidence of stockholders and ensure that duties entrusted to them are performed in the most efficient manner possible. The existing structure of the Board of Directors fosters appropriate level of independence from the Company’s management to oversee the latter’s work in the proper way. OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals has a transparent procedure for electing members of the Board of Directors, specifically:
- The Company provides stockholders with two months to promote nominees to the Board of Directors, while laws stipulate one month;
- The Company shares information regarding nominees to the Board of Directors with stakeholders in a timely manner (immediately after minutes of a Board of Directors meeting to examine the item are prepared) by disclosing a relevant corporate event/action newsletter (detailed information on nominees is posted on the Company’s website in materials to a General Meeting with “Election of the Board of Directors” item on the agenda);
- The Company employs the principle of cumulative voting to elect the Board of Directors and explains its procedures;
- The Company announces the voting results on the issues examined, with presence of quorum and number of votes for each voting alternative disclosed;
- The Company discloses minutes of the general meetings of stockholders on its official website.
The Board of Directors*, as of 31.12.2021, was elected by the General Meeting of Stockholders, held on 03.06.2021[56]:
Daniil Vladimirovich
OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals’ Board of Directors’ Chair
Non-executive director
PAOPublic Joint-Stock Company Rosseti’s Deputy General Director for Legal Affairs
Member of the Strategy Committee
Board of Directors’ member since 29.05.2020.
- Interest in the charter capital/Common stock owned (as of 31.12.2021): none.
- Security transaction statements filed with the Company in 2021: none.
- Loans/borrowings from the Company: none.
Short biography:
Born in 1979. Graduated from Moscow State Law Academy (Jurisprudence).
Managerial positions for the past 5 years:
PAOPublic Joint-Stock Company Rosseti Lenenergo’s Deputy General Director for Legal and Corporate Affairs, PAOPublic Joint-Stock Company FSK UES’ Deputy General Director for Legal Affairs (as a second job), AOJoint-Stock Company OEK’s First Deputy General Director, member of the Executive Board of PAOPublic Joint-Stock Company Rosseti Lenenergo, Chair of the Boards of Directors of AOJoint-Stock Company NIC UESUnited Energy System, AOJoint-Stock Company Energy Service Company of Lenenergo, member of the Boards of Directors of PAOPublic Joint-Stock Company Rosseti Lenenergo, PAOPublic Joint-Stock Company Rosseti Moscow Region, PAOPublic Joint-Stock Company Rosseti Siberia, PAOPublic Joint-Stock Company Rosseti Center, PAOPublic Joint-Stock Company Rosseti North West, PAOPublic Joint-Stock Company TRK, PAOPublic Joint-Stock Company Rosseti Volga, AOJoint-Stock Company NTC FSK UESUnited Energy SystemFederal Grid Company of United Energy System, PAOPublic Joint-Stock Company Rosseti North Caucasus, АОJoint-Stock Company Rosseti Tyumen, АОJoint-Stock Company Yantarenergo, АОJoint-Stock Company Tyvaenergo, PAOPublic Joint-Stock Company Rosseti South, PAOPublic Joint-Stock Company Rosseti Kuban
Nominated by PAOPublic Joint-Stock Company Rosseti
Vitaly Vladimirovich
Non-executive director
PAOPublic Joint-Stock Company T Plus’ Deputy General Director for Strategy and Investments
Board of Directors’ member since 04.12.2019.
- Interest in the charter capital/Common stock owned (as of 31.12.2021): none.
- Security transaction statements filed with the Company in 2021: none.
- Loans/borrowings from the Company: none.
Short biography:
Born in 1976. Graduated from Kuzbass State Technical University (Economics, 1997)
Managerial positions for the past 5 years:
PAOPublic Joint-Stock Company T Plus’ Development Director, AOJoint-Stock Company Solar Wind’s General Director, Chair of the Boards of Directors of AOJoint-Stock Company ETK, АОJoint-Stock Company Yekaterinburggaz, ОООLimited Liability Company Gazeks-Management, АОJoint-Stock Company GAZEKS, АОJoint-Stock Company SG-Invest, АОJoint-Stock Company Pervouralskgaz, АОJoint-Stock Company Gazmontazh, member of the Boards of Directors of АОJoint-Stock Company Irkutskoblgaz, АОJoint-Stock Company Gazprom Gazoraspredelenie Yekaterinburg, ОООLimited Liability Company Tsyfra.
Nominated by PAOPublic Joint-Stock Company Metkombank
Vladimir Anatolyevich
Executive director
OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals’ General Director, Chair of the Executive Board
Member of the Reliability Committee (tenure ended 19.07.2021)
Board of Directors’ member since 03.06.2021
- Interest in the charter capital/Common stock owned (as of 31.12.2021): none.
- Security transaction statements filed with the Company in 2021: none.
- Loans/borrowings from the Company: none.
Short biography:
Born in 1975. Graduated from Chelyabinsk State Technical University (1997, Automated Control of Electric Systems) and South Urals State University (2010, Management).
Managerial positions for the past 5 years:
Chair of the Boards of Directors of АОJoint-Stock Company EESKYekaterinburg Electric Grid Company, АОJoint-Stock Company EESYekaterinburgenergosbyt, member of the Executive Board of NChOU DPO Educational Center of IDGCInterregional Distribution Grid Company of Urals.
Nominated by PAOPublic Joint-Stock Company Rosseti
Yury Vladimirovich
Non-executive director
PAOPublic Joint-Stock Company Rosseti’s Chief Advisor
Member of the Strategy Committee
Board of Directors’ member since 27.06.2014.
- Interest in the charter capital/Common stock owned (as of 31.12.2021): none.
- Security transaction statements filed with the Company in 2021: none.
- Loans/borrowings from the Company: none.
Short biography:
Born in 1977. Graduated from Moscow State Mining University (2000, Management), Moscow Institute of Economics, Politics and Law (2014, Jurisprudence)
Managerial positions for the past 5 years:
PAOPublic Joint-Stock Company Rosseti’s Deputy General Director for Corporate Governance, member of the Board of Directors of PAOPublic Joint-Stock Company Rosseti Moscow Region, PAOPublic Joint-Stock Company Rosseti Volga, PAOPublic Joint-Stock Company Rosseti Center and Volga, АОJoint-Stock Company Rosseti Tyumen, PAOPublic Joint-Stock Company Rosseti Lenenergo, PAOPublic Joint-Stock Company Rosseti North West, PAOPublic Joint-Stock Company Rosseti North Caucasus, PAOPublic Joint-Stock Company Rosseti Kuban, PAOPublic Joint-Stock Company Rosseti Siberia.
Nominated by PAOPublic Joint-Stock Company Rosseti
Roman Avgustovich
Independent director
General Director at OOOLimited Liability Company Energosetinvestholding (ESIH)
Member of the Audit, Strategy, Reliability, Technological Connection Committees
Board of Directors’ member since 06.06.2016
- Interest in the charter capital/Common stock owned (as of 31.12.2021): none.
- Security transaction statements filed with the Company in 2021: none.
- Loans/borrowings from the Company: none.
Short biography:
Born in 1971. Graduated from Perm State Technical University (2000, Electric Motors and Automation of Installations and Technological Complexes; 2002, Management), Perm State University (2005, Financial Management).
Managerial positions for the past 5 years:
OOOLimited Liability Company RRSK’s General Director.
Nominated by PAOPublic Joint-Stock Company Metkombank
Natalya Aleksandrovna
Non-executive director
Deputy General Director for Legal and Corporate Affairs at AOJoint-Stock Company Gazeks
Member of the Personnel and Remunerations, Strategy, Technological Connection Committees
Board of Directors’ member since 14.06.2013.
- Interest in the charter capital/Common stock owned (as of 31.12.2021): none.
- Security transaction statements filed with the Company in 2021: none.
- Loans/borrowings from the Company: none.
Short biography:
Born in 1974. Graduated from Moscow State University (1997, Jurisprudence).
Managerial positions for the past 5 years:
Deputy General Director for Legal and Corporate Affairs at АОJoint-Stock Company Yekaterinburggaz, Deputy General Director for Legal and Corporate Affairs at АОJoint-Stock Company Urals Gaz Networks, member of the Boards of Directors of AOJoint-Stock Company Yekaterinburggaz, AOJoint-Stock Company Gazmontazh, АОJoint-Stock Company SG-Invest, АО Pervouralskgaz, АОJoint-Stock Company Irkutskoblgaz, АОJoint-Stock Company GAZEKS, АОJoint-Stock Company EESYekaterinburgenergosbyt, АОJoint-Stock Company EESKYekaterinburg Electric Grid Company, ОООLimited Liability Company GAZEKS-Management.
Nominated by PAOPublic Joint-Stock Company Metkombank
Aleksey Aleksandrovich
Non-executive director
PAOPublic Joint-Stock Company Rosseti Lenergo’s Deputy General Director for Economics and Finance
Member of the Strategy Committee
Board of Directors’ member since 03.06.2021.
- Interest in the charter capital/Common stock owned (as of 31.12.2021): none.
- Security transaction statements filed with the Company in 2021: none.
- Loans/borrowings from the Company: none.
Shor biography:
Born in 1978. Graduated from Moscow State University of Civil Engineering (2000), Candidate of economic sciences.
Managerial positions for the past 5 years:
PAOPublic Joint-Stock Company Rosseti’s Chief Advisor to General Director (as a second job), PAOPublic Joint-Stock Company Rosseti Lenenergo’s Advisor to General Director, Advisor to General Director at АОJoint-Stock Company OEK, Chair of the Boards of Directors of AOJoint-Stock Company Tymenenergo, PAOPublic Joint-Stock Company Rosseti North West, AOJoint-Stock Company Yantarenergo, member of the Boards of Directors of PAOPublic Joint-Stock Company Rosseti South, PAOPublic Joint-Stock Company Rosseti Kuban, PAOPublic Joint-Stock Company Rosseti Moscow Region, PAOPublic Joint-Stock Company Rosseti Siberia, AOJoint-Stock Company VOLS-VL, AOJoint-Stock Company TsIUS UESUnited Energy System.
Nominated by PAOPublic Joint-Stock Company Rosseti
Egor Vyacheslavovich
Non-executive director
PAOPublic Joint-Stock Company Rosseti’s Deputy General Director for Strategy
Member of the Strategy Committee
Board of Directors’ member since 29.05.2020
- Interest in the charter capital/Common stock owned (as of 31.12.2021): none.
- Security transaction statements filed with the Company in 2021: none.
- Loans/borrowings from the Company: none.
Short biography:
Born in 1982. Graduated from St. Petersburg State University. Candidate of economic sciences.
Managerial positions for the past 5 years:
PAOPublic Joint-Stock Company FSK UES’ Deputy General Director for Strategy (as a second job), member of the Boards of Directors of PAOPublic Joint-Stock Company Rosseti South, PAOPublic Joint-Stock Company Rosseti Center, PAOPublic Joint-Stock Company Rosseti Center and Volga, PAOPublic Joint-Stock Company TRK, PAOPublic Joint-Stock Company Rosseti North Caucasus, АОJoint-Stock Company Rosseti Tyumen.
Nominated by PAOPublic Joint-Stock Company Rosseti
Maria Gennadyevna
Non-executive director
PAOPublic Joint-Stock Company FSK UES’ Deputy General Director for Corporate Governance
Member of the Personnel and Remunerations Committee, Strategy Committee (tenure ended on 19.07.2021)
Board of Directors’ member since 03.06.2021.
- Interest in the charter capital/Common stock owned (as of 31.12.2021): none.
- Security transaction statements filed with the Company in 2021: none.
- Loans/borrowings from the Company: none.
Short biography:
Born in 1980. Graduated from Volga-Vyatka State Service Academy (2002), Academy of National Economy of the Russian Federation Government (2005), Higher School of Economics (2008), Candidate of economic sciences.
Managerial positions for the past 5 years:
PAOPublic Joint-Stock Company Rosseti’s Deputy General Director for Corporate Governance (as a second job), Chair of the Boards of Directors of PAOPublic Joint-Stock Company Rosseti Siberia, AOJoint-Stock Company Tyvaenergo, PAOPublic Joint-Stock Company TRK, member of the Boards of Directors of PAOPublic Joint-Stock Company Rosseti Volga, АОJoint-Stock Company Yantarenergo, АОJoint-Stock Company Rosseti Tyumen, АО NITs UESUnited Energy System, АОJoint-Stock Company DVEUK, PAOPublic Joint-Stock Company Rosseti Kuban.
Nominated by PAOPublic Joint-Stock Company Rosseti
Irina Aleksandrovna
Non-executive director
PAOPublic Joint-Stock Company Rosseti’s Tariff Department Head
Member of the Audit, Personnel and Remunerations Committee
Board of Directors’ member since 29.05.2020
- Interest in the charter capital/Common stock owned (as of 31.12.2021): none.
- Security transaction statements filed with the Company in 2021: none.
- Loans/borrowings from the Company: none.
Short biography:
Born in 1979. Graduated from All-Russia Extramural Institute of Finance and Economics, Vladimirsky Law Institute of FPS of Russia (Jurisprudence).
Managerial positions for the past 5 years:
PAOPublic Joint-Stock Company FSK UES’ Tariff Department Head (as a second job), member of the Boards of Directors of PAOPublic Joint-Stock Company Rosseti Volga, PAOPublic Joint-Stock Company Rosseti Kuban, PAOPublic Joint-Stock Company TRK, PAOPublic Joint-Stock Company IDGCInterregional Distribution Grid Company of North West, member of the Audit Committees of PAOPublic Joint-Stock Company Rosseti Kuban, PAOPublic Joint-Stock Company Rosseti North West, member of the Strategy Committees of PAOPublic Joint-Stock Company Rosseti Kuban, PAOPublic Joint-Stock Company Rosseti Lenenergo, PAOPublic Joint-Stock Company Rosseti Center, PAOPublic Joint-Stock Company Rosseti Center and Volga, PAOPublic Joint-Stock Company Rosseti Moscow Region.
Nominated by PAOPublic Joint-Stock Company Rosseti
Aleksandr Viktorovich
Independent director (independency acknowledged by the Board of Directors on 25.08.2021, Minutes No.405 dated 27.08.2021)
Executive Director at Association of Professional Investors.
Chair of the Audit Committee, member of the Strategy Committee
Board of Directors’ member since 06.06.2016
- Interest in the charter capital/Common stock owned (as of 31.12.2021): none.
- Security transaction statements filed with the Company in 2021: none.
- Loans/borrowings from the Company: none.
Short biography:
Born in 1983. Graduated from Finance Academy under the Government of the Russian Federation (2005, Banking and Finance).
Managerial positions for the past 5 years:
Member of the Boards of Directors of PAOPublic Joint-Stock Company Rosseti Center and Volga, PAOPublic Joint-Stock Company Rosseti Center, PAOPublic Joint-Stock Company Detsky Mir, PAOPublic Joint-Stock Company Rushydro, OOOLimited Liability Company Binnofarm Group, PAOPublic Joint-Stock Company Rosseti North West, PAOPublic Joint-Stock Company OGK-2, PAOPublic Joint-Stock Company MOSTOTREST.
Nominated by Energyo Solutions Russia (Cyprus) Limited
The composition of the Board of Directors between 29.05.2020 and 03.06.2021:
| Yuri Vladimirovich GONCHAROV | Born in 1977. Graduated from Moscow State Mining University (2000, Management), Moscow Institute of Economics, Politics and Law (2014, Jurisprudence). PAOPublic Joint-Stock Company Rosseti's Chief Advisor. |
| Chair of the Board of Directors | |
| Non-executive director | |
| Vitaly Vladimirovich ANIKIN | Born in 1976. Graduated from Kuzbass State Technical University (Economics, 1997). PAOPublic Joint-Stock Company T Plus’ Deputy General Director for Strategy and Investments. |
| Non-executive director | |
| Dmitry Alekseevich BOBKOV | Born in 1982. Graduated from Moscow State University (2004), Russian Academy of Sciences (2008), candidate of economic sciences. PAOPublic Joint-Stock Company Rosseti’s Head of Information Policy and PRpublic relations Department until 2021. |
| Non-executive director | |
| Roman Avgustovich DMITRIK | Born in 1971. Graduated from Perm State Technical University (2000, Electric Motors and Automation of Installations and Technological Complexes; 2002, Management), Perm State University (2005, Financial Management). General Director at OOOLimited Liability Company Energosetinvestholding (ESIH). |
| Independent director | |
| Sergey Georgievich DREGVAL | Born in 1971. Graduated from Kiev International Civil Aviation University (1996, technical exploitation of aircraft electrified equipment and navigation instrumentation), Tyumen State Oil & Gas University (2005, Electric Motors and Automation of Installations and Technological Complexes). OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals’ General Director until November 2020. |
| Executive director (Considered as a former Board of Directors member due to his Nov.17, 2020 written notice of resignation from the Board of Directors) | |
| Vladislav Albertovich KAPITONOV | Born in 1978. Graduated from Mariisky State Technical University (Banking and Finance), Moscow Financial Industrial Academy (Investment Analyst). Corporate Finance Director at PAOPublic Joint-Stock Company Rosseti and PAOPublic Joint-Stock Company FSK UESFederal Grid Company of United Energy System (as a second job). |
| Non-executive director | |
| Daniil Vladimirovich KRAINSKY | Born in 1979. Graduated from Moscow State Law Academy (Jurisprudence). Deputy General Director for Legal Affairs at PAOPublic Joint-Stock Company Rosseti and PAOPublic Joint-Stock Company FSK UESFederal Grid Company of United Energy System (as a second job). |
| Non-executive director | |
| Natalia Aleksandrovna OZHE | Born in 1974. Graduated from Moscow State University (1997, Jurisprudence). Deputy General Director for Legal and Corporate Affairs at AOJoint-Stock Company Gazeks. |
| Non-executive director | |
| Egor Vyacheslavovich PROKHOROV | Born in 1980. Graduated from St. Petersburg State University. Candidate of economic sciences. Deputy General Director for Strategy at PAOPublic Joint-Stock Company Rosseti and PAOPublic Joint-Stock Company FSK UESFederal Grid Company of United Energy System (as a second job) |
| Non-executive director | |
| Irina Aleksandrovna SHAGINA | Born in 1979. Graduated from All-Russia Extramural Institute of Finance and Economics, Vladimirsky Law Institute of FPS of Russia (Jurisprudence). Tariff Department Head at PAOPublic Joint-Stock Company Rosseti and PAOPublic Joint-Stock Company FSK UESFederal Grid Company of United Energy System (as a second job). |
| Non-executive director | |
| Aleksandr Viktorovich SHEVCHUK | Born in 1983. Graduated from Finance Academy under the Government of the Russian Federation (2005, Banking and Finance). Executive Director at Association of Professional Investors. |
| Independent director |
| Yuri Vladimirovich GONCHAROV | Born in 1977. Graduated from Moscow State Mining University (2000, Management), Moscow Institute of Economics, Politics and Law (2014, Jurisprudence). PAOPublic Joint-Stock Company Rosseti's Chief Advisor. |
| Chair of the Board of Directors | |
| Non-executive director | |
| Vitaly Vladimirovich ANIKIN | Born in 1976. Graduated from Kuzbass State Technical University (Economics, 1997). PAOPublic Joint-Stock Company T Plus’ Deputy General Director for Strategy and Investments. |
| Non-executive director | |
| Dmitry Alekseevich BOBKOV | Born in 1982. Graduated from Moscow State University (2004), Russian Academy of Sciences (2008), candidate of economic sciences. PAOPublic Joint-Stock Company Rosseti’s Head of Information Policy and PRpublic relations Department until 2021. |
| Non-executive director | |
| Roman Avgustovich DMITRIK | Born in 1971. Graduated from Perm State Technical University (2000, Electric Motors and Automation of Installations and Technological Complexes; 2002, Management), Perm State University (2005, Financial Management). General Director at OOOLimited Liability Company Energosetinvestholding (ESIH). |
| Independent director | |
| Sergey Georgievich DREGVAL | Born in 1971. Graduated from Kiev International Civil Aviation University (1996, technical exploitation of aircraft electrified equipment and navigation instrumentation), Tyumen State Oil & Gas University (2005, Electric Motors and Automation of Installations and Technological Complexes). OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals’ General Director until November 2020. |
| Executive director (Considered as a former Board of Directors member due to his Nov.17, 2020 written notice of resignation from the Board of Directors) | |
| Vladislav Albertovich KAPITONOV | Born in 1978. Graduated from Mariisky State Technical University (Banking and Finance), Moscow Financial Industrial Academy (Investment Analyst). Corporate Finance Director at PAOPublic Joint-Stock Company Rosseti and PAOPublic Joint-Stock Company FSK UESFederal Grid Company of United Energy System (as a second job). |
| Non-executive director | |
| Daniil Vladimirovich KRAINSKY | Born in 1979. Graduated from Moscow State Law Academy (Jurisprudence). Deputy General Director for Legal Affairs at PAOPublic Joint-Stock Company Rosseti and PAOPublic Joint-Stock Company FSK UESFederal Grid Company of United Energy System (as a second job). |
| Non-executive director | |
| Natalia Aleksandrovna OZHE | Born in 1974. Graduated from Moscow State University (1997, Jurisprudence). Deputy General Director for Legal and Corporate Affairs at AOJoint-Stock Company Gazeks. |
| Non-executive director | |
| Egor Vyacheslavovich PROKHOROV | Born in 1980. Graduated from St. Petersburg State University. Candidate of economic sciences. Deputy General Director for Strategy at PAOPublic Joint-Stock Company Rosseti and PAOPublic Joint-Stock Company FSK UESFederal Grid Company of United Energy System (as a second job) |
| Non-executive director | |
| Irina Aleksandrovna SHAGINA | Born in 1979. Graduated from All-Russia Extramural Institute of Finance and Economics, Vladimirsky Law Institute of FPS of Russia (Jurisprudence). Tariff Department Head at PAOPublic Joint-Stock Company Rosseti and PAOPublic Joint-Stock Company FSK UESFederal Grid Company of United Energy System (as a second job). |
| Non-executive director | |
| Aleksandr Viktorovich SHEVCHUK | Born in 1983. Graduated from Finance Academy under the Government of the Russian Federation (2005, Banking and Finance). Executive Director at Association of Professional Investors. |
| Independent director |
D&Odirectors and officers Liability Insurance
Corporate Governance Code Recommendation 139[48] recommends companies, at their own expense, to insure the liability of the Board of Directors so that losses, incurred by the company or third parties due to activities of the Board of Directors members, may be reimbursed.
During the reported period, the Company has concluded a D&Odirectors and officers Liability Insurance contract with AOJoint-Stock Company SOGAZ (with preliminary examination of the item by the Board of Directors), under which the following risks are covered:
- Risks of claims or demands, placed to the insured by third parties, related to reimbursement of losses caused by unintentional wrong actions of the insured in the realization of their managerial activities;
- Risks of claims or demands, placed by third parties, related to reimbursement of losses on Company’s securities.
The insured entities according to the insurance contract are the Company, individuals or corporates which were, are or shall be:
- A member of the Board of Directors, Supervisory Board or any other similar body, regardless of its title in any jurisdiction/country;
- The sole executive body (General Director), deputy sole executive body (First Deputy General Director, Deputy General Director), member of the Executive Board, Chief Accountant;
- Other entities, stipulated by the insurance contract.
[1] Find the exhaustive list of examined agenda items and wording of the Board’s resolutions at Board of Directors Section of the corporate web-site (Main/About us/Governing and Oversight Bodies/Board of Directors).
[2] OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals adheres to the independence criteria, set forth by the Bank of Russia’s Corporate Governance Code.