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[48] 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.
Outcomes of the Board of Directors’ activities in 2022
In 2022, the Company’s Board of Directors has conducted 43 meetings: 40 in-absentia meetings and 3 mixed (in-presentia/in-absentia) meetings. The Board of Directors has scrutinized 204 agenda items during its meetings, particularly, 4 agenda items scrutinized during mixed meetings.
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| Board of Directors meetings conducted | Agenda items examined | |||
|---|---|---|---|---|
| total | In-absentia | Mixed (in-presentia/in-absentia) | ||
| 2022 | 43 | 40 | 3 | 204 |
| 2021 | 30 | 26 | 4 | 176 |
| 2020 | 49 | 45 | 4 | 185 |
Key aspects examined by the Board of Directors:
| 2020 | 2021 | 2022 | |
|---|---|---|---|
| Corporate Governance | 70 | 69 | 98 |
| Budgeting and Finance | 1 | 1 | 0 |
| Strategic and Investment Planning | 21 | 9 | 16 |
| Revision of bylaws | 14 | 11 | 12 |
| Control and Reporting | 56 | 54 | 50 |
| Other aspects | 23 | 32 | 28 |
Key aspects scrutinized by the Board of Directors during 2022 [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 2021 annual and extraordinary general meetings of stockholders and their location, date and time;
— preliminary adoption of the Company’s 2021 annual report;
— examination of issues related to FY2021financial year 2021 and 9M2022 profit distribution and dividends;
— preparation of recommendations to agenda items of the annual and extraordinary general meetings of stockholders;
— approval of forms and wording of voting papers for the annual and extraordinary general meetings;
— definition of the AGSM and EGSM announcement procedure;
— approval of AGSM/EGSM-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 and Deputy Chair;
— adoption of the Board of Directors action plan for 2022-2023 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 Amended and Restated Alienation of Non-core Assets Program;
— adoption of the Company’s risk appetite;
— examination of the investment program draft and draft of revisions, introduced into the investment program;
— adoption of the Non-state pension program for 2023;
— adoption of the 2023 Insurance Coverage Program;
— adoption of the 2023 Procurement Program.
— adoption of the Amended and Restated Regulations on the Information Policy;
— adoption of the Amended and Restated Guarantee and Enhanced Quality of Internal Audit Program;
— adoption of the Amended and Restated Regulations on Insurance Coverage;
— adoption of the Company’s Energy-saving and Enhanced Energy Efficiency Policy;
— adoption of the Amended and Restated Regulations on the Board of Directors Audit Committee;
— adoption of the Innovative Development Policy of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals.
— 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 2021 information policy compliance report;
— examination of the 2021 progress report with regard to the Development of Smart Metering Program;
— examination of the 2021 report with regard to the IC&RMS rollout, functioning and efficiency;
— 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 systems;
— examination of the 2021 progress report with regard to the 2020-2025 Development of Charging Infrastructure Program;
— examination of the progress report with regard to the 2019-2030 Digital Transformation Program;
— examination of the 2021 progress report with regard to the Company’s Innovative Development Program;
— 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;
— authorization of related-party transactions (more details in the report on related-party transactions);
— approval of Company’s charity programs.
Meeting attendance by members of the Board of Directors and Board of Directors’ Committees in 2022:
| 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 2022: | ||||||
| D.V. Krainsky | 43/43 (100%) | 16/16 (100%) | ||||
| V.V. Anikin | 42/43 (97.7%) | |||||
| Y.V. Goncharov | 43/43 (100%) | 4/4 (100%) | ||||
| R.A. Dmitrik | 43/43 (100%) | 11/11 (100%) | 16/16 (100%) | 8/8 (100%) | 6/6 (100%) | |
| N.A. Ozhe | 43/43 (100%) | 12/12 (100%) | 16/16 (100%) | 4/4 (100%) | ||
| A.A. Polinov | 29/43 (67.4%) | 13/16 (81.3%) | ||||
| M.G. Tikhonova | 43/43 (100%) | 12/12 (100%) | ||||
| I.A. Shagina | 43/43 (100%) | 11/11 (100%) | 12/12 (100%) | |||
| A.V. Shevchuk | 43/43 (100%) | 7/7 (100%) | 16/16 (100%) | 0/0* | 0/0* | |
| Directors who left the Board of Directors in 2022: | ||||||
| V.A. Bolotin | 18/18 (100%) | |||||
| E.V. Prokhorov | 18/18 (100%) | |||||
| A.V. Molskyi | 23/23 (100%) | |||||
| V.V. Kharitonov | 22/23 (95.7%) | |||||
| Directors who entered the Board of Directors in 2022: | ||||||
| E.V. Andreeva | 2/2 (100%) | |||||
| A.Y. Korneev | 2/2 (100%) | 11/11 (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 | 2020 | 2021 | 2022 |
|---|---|---|---|
| Evaluation form | Evaluation by an independent consultant (NP RID) | Self-evaluation | Self-evaluation |
Targets of evaluation in 2022:
- 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 2022:
- 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 2022:
- 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.
Fig. Average scores on 4 criteria used in evaluation of the CY2021-2022 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;
- Generation and oversight of development strategy implementation.
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, C-level incentivization (remuneration) system. The report on the self-evaluation was scrutinized by the Personnel and Remunerations Committee[49] and Board of Directors[50].
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.
From June 2021 the Board of Directors is chaired by Daniil Vladimirovich Krainsky.
Independent Directors and Their Role[2]
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.
As of 31.12.2022, the Board of Directors has 1 independent director – R.A. Dmitrik.
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[51] states that 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 ten non-executive directors and one independent 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.
Board of Directors’ gender composition
Board of Directors’ categories of members
Board of Directors’ length of service
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 31.12.2022, was elected by the General Meeting of Stockholders, held on 23.12.2022[52]:
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 and PAOPublic Joint-Stock Company FSKFederal Grid Company of-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 31.12.2022): none.
Security transaction statements filed with the Company in 2022: none.
Loans/borrowings from the Company: none.
Short biography:
Born in 1979. Graduated from Moscow State Law Academy (Jurisprudence).
Positions for the past 5 years:
PAOPublic Joint-Stock Company Rosseti Lenenergo’s Deputy General Director for Legal Affairs and Corporate Governance, PAOPublic Joint-Stock Company FSKFederal Grid Company of UESUnited Energy System’ Deputy General Director for Legal Affairs (as a second job), PAOPublic Joint-Stock Company Rosseti’s Executive Board member, PAOPublic Joint-Stock Company FSKFederal Grid Company of — Rosseti’s Executive Board member PAOPublic Joint-Stock Company Rosseti Lenenergo’s Executive Board member, member of the Boards of Directors of 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 FSKFederal Grid Company of UESUnited Energy System, AOJoint-Stock Company NITs UESUnited Energy System, AOJoint-Stock Company TsIUS UESUnited Energy System, PAOPublic Joint-Stock Company Rosseti North Caucasus, AOJoint-Stock Company Rosseti Tyumen, AOJoint-Stock Company Rosseti Yantar, AOJoint-Stock Company Rosseti Sibiria Tyvaenergo, AOJoint-Stock Company Rosseti Tsyfra, PAOPublic Joint-Stock Company Rosseti Kuban, PAOPublic Joint-Stock Company FSKFederal Grid Company of UESUnited Energy System, Chair of the Boards of Directors of AOJoint-Stock Company Energy Service Company Lenenergo, PAOPublic Joint-Stock Company Rosseti South.
Nominated by PAOPublic Joint-Stock Company Rosseti
Elena Viktorovna
Non-executive director
PAOPublic Joint-Stock Company Rosseti’s Chief Advisor
PAOPublic Joint-Stock Company FSKFederal Grid Company of Rosseti’s Deputy General Director for Sales and Energy Transmission
Board of Directors’ member since 23.12.2022
Interest in the charter capital/Common stock owned (as of 31.12.2022): none. Security transaction statements filed with the Company in 2022: none. Loans/borrowings from the Company: none.
Short biography:
Born in 1974. Graduated from Ivanovo State Energy University (1997, Economics and Management in the Energy Sector).
Positions for the past 5 years:
PAOPublic Joint-Stock Company Rosseti’s Chief Advisor (as a second job), PAOPublic Joint-Stock Company Mosenergo’s Deputy General Director for Sales, OAOOpen Joint-Stock Company Gazprom Energoholding’s Deputy General Director for Regional Development (as a second job), member of the Boards of Directors of PAOPublic Joint-Stock Company Rosseti Center, OOOLimited Liability Company Gazprom Teploenergo MO, OOOLimited Liability Company Gazprom Teploenergo Kazan, OOOLimited Liability Company Peterburgteploenergo, OOOLimited Liability Company Gazprom Teploenergo North West.
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 31.12.2022): none. Security transaction statements filed with the Company in 2022: none. Loans/borrowings from the Company: none.
Short biography:
Born in 1976. Graduated from Kuzbass State Technical University (Economics, 1997).
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, AOJoint-Stock Company GK RENOVA
Yury Vladimirovich
Non-executive director
PAOPublic Joint-Stock Company Rosseti’s Chief Advisor
Member of the Audit Committee
Board of Directors’ member since 27.06.2014
Interest in the charter capital/Common stock owned (as of 31.12.2022): none. Security transaction statements filed with the Company in 2022: 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).
Positions for the past 5 years:
PAOPublic Joint-Stock Company Rosseti’s Deputy General Director for Corporate Governance, member of the Boards of Directors of AOJoint-Stock Company SZEUK, PAOPublic Joint-Stock Company Rosseti Volga, PAOPublic Joint-Stock Company Rosseti Center, PAOPublic Joint-Stock Company Rosseti Center and Volga, AOJoint-Stock Company Rosseti Tyumen, 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 Yantar.
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 31.12.2022): none. Security transaction statements filed with the Company in 2022: 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).
Positions for the past 5 years:
OOOLimited Liability Company RRSK’s General Director
Nominated by PAOPublic Joint-Stock Company Metkombank, AOJoint-Stock Company GK RENOVA
Aleksandr Yuryevich
Non-executive director
PAOPublic Joint-Stock Company Rosseti’s and PAOPublic Joint-Stock Company FSKFederal Grid Company of-Rosseti’s Head of Technological Connection and Infrastructure Development Department
Member of the Strategy Committee (tenure ended 07.09.2022)
Board of Directors’ member since 23.12.2022
Interest in the charter capital/Common stock owned (as of 31.12.2022): none. Security transaction statements filed with the Company in 2022: none. Loans/borrowings from the Company: none.
Short biography:
Born in 1980. Graduated from Moscow Energy Institute.
Positions for the past 5 years:
PAOPublic Joint-Stock Company Rosseti’s Director of Network Perspective Development and Connection Department.
Nominated by PAOPublic Joint-Stock Company Rosseti
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 31.12.2022): none. Security transaction statements filed with the Company in 2022: none. Loans/borrowings from the Company: none.
Short biography:
Born in 1974. Graduated from Moscow State University (1997, Jurisprudence).
Positions for the past 5 years:
Deputy General Director for Legal and Corporate Affairs at АОJoint-Stock Company Yekaterinburggaz (as a second job), Deputy General Director for Legal and Corporate Affairs at АОJoint-Stock Company Urals Gaz Networks (as a second job), member of the Boards of Directors of AOJoint-Stock Company Yekaterinburggaz, AOJoint-Stock Company Gazmontazh, АОJoint-Stock Company SG-Invest, АОJoint-Stock Company Pervouralskgaz, АОJoint-Stock Company Irkutskoblgaz, АОJoint-Stock Company GAZEKS, АОJoint-Stock Company EES, АОJoint-Stock Company EESK, ОООLimited Liability Company GAZEKS-Management.
Nominated by PAOPublic Joint-Stock Company Metkombank, AOJoint-Stock Company GK RENOVA
Aleksey Aleksandrovich
Non-executive director
PAOPublic Joint-Stock Company Rosseti’s Chief Advisor to General Director, Acting Deputy General Director for Economics and Finance
PAOPublic Joint-Stock Company FSKFederal Grid Company of-Rosseti’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 31.12.2022): none. Security transaction statements filed with the Company in 2022: none. Loans/borrowings from the Company: none.
Short biography:
Born in 1978. Graduated from Moscow State University of Civil Engineering (2000), Candidate of economic sciences.
Positions for the past 5 years:
PAOPublic Joint-Stock Company Rosseti Lenenergo’s Executive Board member, PAOPublic Joint-Stock Company Rosseti’s Executive Board member, PAOPublic Joint-Stock Company FSKFederal Grid Company of-Rosseti’s Executive Board member, PAOPublic Joint-Stock Company Rosseti Lenenergo’s Chief Advisor (as a second job), AOJoint-Stock Company OEK’s Chief Advisor to General Director, PAOPublic Joint-Stock Company Rosseti Lenenergo’s Deputy General Director for Economics and Finance, PAOPublic Joint-Stock Company FSKFederal Grid Company of-Rosseti’s Acting Deputy General Director for Economics and Finance, member of the Board of Directors of AOJoint-Stock Company Rosseti Tyumen, PAOPublic Joint-Stock Company Rosseti South, PAOPublic Joint-Stock Company Rosseti North West, PAOPublic Joint-Stock Company Rosseti Kuban, PAOPublic Joint-Stock Company Rosseti Moscow Region, PAOPublic Joint-Stock Company Rosseti Siberia, AOJoint-Stock Company Upravlenie VOLS-VL, Chair of the Board of Directors of AOJoint-Stock Company Yantarenergo, AOJoint-Stock Company TsIUS UESUnited Energy System, OOOLimited Liability Company FSKFederal Grid Company of – Asset Management
Nominated by PAOPublic Joint-Stock Company Rosseti
Maria Gennadyevna
Non-executive director
PAOPublic Joint-Stock Company Rosseti’s and PAOPublic Joint-Stock Company FSKFederal Grid Company of-Rosseti’s Deputy General Director for Corporate Governance
Member of the Personnel and Remunerations Committee
Board of Directors’ member since 03.06.2021
Interest in the charter capital/Common stock owned (as of 31.12.2022): none. Security transaction statements filed with the Company in 2022: 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.
Positions for the past 5 years:
PAOPublic Joint-Stock Company FSKFederal Grid Company of’s Executive Board Deputy Chair, PAOPublic Joint-Stock Company FSKFederal Grid Company of’s Executive Board member, PAOPublic Joint-Stock Company FSKFederal Grid Company of’s Deputy General Director for Corporate Governance, Chair of the Boards of Directors of PAOPublic Joint-Stock Company Rosseti Siberia, AOJoint-Stock Company Rosseti Sibiria Tyvaenergo, PAOPublic Joint-Stock Company TRK, member of the Boards of Directors of PAOPublic Joint-Stock Company Rosseti Volga, AOJoint-Stock Company Rosseti – Yantar (former AOJoint-Stock Company Yantarenergo), AOJoint-Stock Company Rosseti Tyumen, PAOPublic Joint-Stock Company GK TNS Energo, AOJoint-Stock Company DVEUK, PAOPublic Joint-Stock Company Rosseti Kuban, PAOPublic Joint-Stock Company Rosseti North West, PAOPublic Joint-Stock Company Rosseti Moscow Region, PAOPublic Joint-Stock Company Rosseti South, AOJoint-Stock Company NITs UESUnited Energy System, AOJoint-Stock Company Regional Electric Networks, AOJoint-Stock Company Elektromagistral.
Nominated by PAOPublic Joint-Stock Company Rosseti
Irina Aleksandrovna
Non-executive director
PAOPublic Joint-Stock Company Rosseti’s Tariff Department Head
PAOPublic Joint-Stock Company FSKFederal Grid Company of-Rosseti’s First Deputy Head of Economic Planning and Tariffs Department
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 31.12.2022): none. Security transaction statements filed with the Company in 2022: 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).
Positions for the past 5 years:
PAOPublic Joint-Stock Company FSKFederal Grid Company of UESUnited Energy System’ 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, member of the Audit Committee of PAOPublic Joint-Stock Company Rosseti Kuban, PAOPublic Joint-Stock Company TRK, PAOPublic Joint-Stock Company Rosseti North West, member of the Strategy Committee of PAOPublic Joint-Stock Company Rosseti Kuban, PAOPublic Joint-Stock Company TRK, member of the Personnel and Remunerations Committee of PAOPublic Joint-Stock Company Rosseti North West, member of the Board of Directors of PAOPublic Joint-Stock Company Rosseti North West, OAOOpen Joint-Stock Company Tomsk Backbone Grids.
Nominated by PAOPublic Joint-Stock Company Rosseti
Aleksandr Viktorovich
Non-executive director
Executive Director at Association of Professional Investors.
Chair of the Audit Committee (tenure ended 07.09.2022), member of the Strategy Committee, Reliability Committee (tenure started 05.12.2022), Technological Connection Committee (tenure started 05.12.2022).
Board of Directors’ member since 06.06.2016
Interest in the charter capital/Common stock owned (as of 31.12.2022): none. Security transaction statements filed with the Company in 2022: 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).
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.
Nominated by PAOPublic Joint-Stock Company Metkombank, AOJoint-Stock Company GK RENOVA
The composition of the Board of Directors between 17.06.2022 and 23.12.2022 (positions as of the nomination date):
| Daniil Vladimirovich KRAINSKY Chair of the Board of Directors Non-executive director |
Born in 1979. Graduated from Moscow State Law Academy (Jurisprudence). Deputy General Director for Legal Affairs at PAOPublic Joint-Stock Company Rosseti |
| Vitaly Vladimirovich ANIKIN Non-executive director |
Born in 1976. Graduated from Kuzbass State Technical University (Economics, 1997). PAOPublic Joint-Stock Company T Plus’ Deputy General Director for Strategy and Investments. |
| Yuri Vladimirovich GONCHAROV Non-executive director |
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. |
| Roman Avgustovich DMITRIK Independent director |
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). |
| Andrey Valeryevich MOLSKYI Non-executive director |
Born in 1980. Graduated from Moscow Energy Institute (2004). PAOPublic Joint-Stock Company Rosseti’s Deputy General Director for Investments, Capital Construction and Sales. |
| Natalia Aleksandrovna OZHE Non-executive director |
Born in 1974. Graduated from Moscow State University (1997, Jurisprudence). Deputy General Director for Legal and Corporate Affairs at AOJoint-Stock Company Gazeks. |
| Aleksey Aleksandrovich POLINOV Non-executive director |
Born in 1978. Graduated from Moscow State University of Civil Engineering (2000), Candidate of economic sciences. PAOPublic Joint-Stock Company Rosseti’s Chief Advisor to General Director, Acting Deputy General Director for Economics and Finance |
| Maria Gennadyevna TIKHONOVA Non-executive director |
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. PAOPublic Joint-Stock Company Rosseti’s Deputy General Director for Corporate Governance |
| Vladimir Vyacheslavovich KHARITONOV Non-executive director |
Born in 1978. Graduated from Peoples’ Friendship University of Russia (2002), candidate of technical sciences. AOJoint-Stock Company NTTs FSKFederal Grid Company of UESUnited Energy System’ General Director. |
| Irina Aleksandrovna SHAGINA Non-executive director |
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 FSKFederal Grid Company of UESUnited Energy System (as a second job). |
| Aleksandr Viktorovich SHEVCHUK Non-executive director |
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. |
The composition of the Board of Directors between 03.06.2021 and 17.06.2022 (positions as of the nomination date):
| Daniil Vladimirovich KRAINSKY Chair of the Board of Directors Non-executive director |
Born in 1979. Graduated from Moscow State Law Academy (Jurisprudence). Deputy General Director for Legal Affairs at PAOPublic Joint-Stock Company Rosseti |
| Vitaly Vladimirovich ANIKIN Non-executive director |
Born in 1976. Graduated from Kuzbass State Technical University (Economics, 1997). PAOPublic Joint-Stock Company T Plus’ Deputy General Director for Strategy and Investments. |
| Vladimir Anatolyevich BOLOTIN Executive director |
Born in 1975. Graduated from Chelyabinsk State Technical University (1997, Automated Control of Electric Systems) and South Urals State University (2010, Management). OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals’ General Director, Chair of the Executive Board (tenure ended 08.06.2022) |
| Yuri Vladimirovich GONCHAROV Non-executive director |
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. |
| Roman Avgustovich DMITRIK Independent director |
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). |
| Natalia Aleksandrovna OZHE Non-executive director |
Born in 1974. Graduated from Moscow State University (1997, Jurisprudence). Deputy General Director for Legal and Corporate Affairs at AOJoint-Stock Company Gazeks. |
| Aleksey Aleksandrovich POLINOV Non-executive director |
Born in 1978. Graduated from Moscow State University of Civil Engineering (2000), Candidate of economic sciences. PAOPublic Joint-Stock Company Rosseti’s Chief Advisor to General Director, Acting Deputy General Director for Economics and Finance |
| Egor Vyacheslavovich PROKHOROV Non-executive director |
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 FSKFederal Grid Company of UESUnited Energy System (as a second job) |
| Maria Gennadyevna TIKHONOVA Non-executive director |
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. PAOPublic Joint-Stock Company Rosseti’s Deputy General Director for Corporate Governance |
| Irina Aleksandrovna SHAGINA Non-executive director |
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 FSKFederal Grid Company of UESUnited Energy System (as a second job). |
| Aleksandr Viktorovich SHEVCHUK Non-executive director |
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. |
D&Odirectors and officers Liability Insurance
The Corporate Governance Code[43] 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.