4.11 Board of Internal Auditors
Financial and economic performance of the Company is overseen by the Board of Internal Auditors, as stated by the Charter[74]. The competence of the Board, as envisaged by the Charter[75] includes:
— Validation of data presented in the Company’s annual report, annual financial statements, profit and loss account;
— Analysis of Company’s financial position, detection of reserves to improve Company’s financial position and preparation of recommendations to Company’s management bodies;
— Arrangement and conduct of the audit, namely:
- Audit of financial, accounting, payment and other documents with regard to Company’s financial and economic operations to evaluate compliance with laws of Russia, Company’s charter, bylaws and other documents;
- Oversight whether property, plant and equipment are protected and used in a proper manner;
- Oversight whether bad debt writing-offs comply with the established procedure;
- Oversight whether Company’s monetary resources are spent in a manner compliant with the approved business plan and budget of the Company;
- Oversight how Company’s reserve fund and other funds are generated and used;
- Oversight whether dividends, bond interest, yield on other securities are calculated and paid in a proper manner;
- Oversight whether orders, issued earlier to eliminate exposed violations and problems, are executed;
- Other audit-related activities.
Pursuant the Regulations on the Board of Internal Auditors[76] the Board’s functionality is:
1) Oversight of financial and economic performance of the Company;
2) Independent evaluation of authenticity of data presented in the Company’s annual report and annual financial statements;
3) Approval of authenticity of data presented in the Company’s report on related-party transactions.
As stated by the Charter, the Board of Internal Auditors consists of 5 members. There were 2 compositions of the Board of Internal Auditors during 2023.
The present composition of the Board was elected by the Annual General Meeting[51]:
| Name | BoIA members’ background |
|---|---|
| Anton Sergeyevich Ulyanov |
Born in 1979.
Educational background: GOUVPO Moscow State Law Academy (2004), Institute of Internal Auditors Association (professional retraining, 2021), OOOLimited Liability Company Educational Center IVA (professional retraining, 2021), ОООLimited Liability Company KUMTs APR (professional retraining, 2021).
Working experience: 2022 – present day: PAOPublic Joint-Stock Company Rosseti’s Internal Audit Director – Head of Internal Audit Department. 2021 – 2022: PAOPublic Joint-Stock Company FSK Federal Grid Company ofUES’ Internal Control and Risk Management Director – Head of Internal Control and Risk Management Department. 2021 – 2022: PAOPublic Joint-Stock Company Rosseti’s Internal Control and Risk Management Director – Head of Internal Control and Risk Management Department (as a second job). 2021-2021: PAOPublic Joint-Stock Company Rosseti’s Chief Advisor in the Office of the General Director. 2017-2021: Deputy Head of Directorate – Head of Section, Office of the Prosecutor General of the Russian Federation. |
| Viktor Vladimirovich Tsarkov |
Born in 1977.
Educational background: Moscow Institute of Economics, Management and Law (2005), Russian Academy of State Service at the President of the Russian Federation (2007), Self-regulated Auditor Organization Russian Auditors Union (Association), Educational and Methodological Center of Russian Auditor Union Intrekon-Intellekt (2017), Institute of Internal Auditors Association (2023).
Working experience: 2017 – present day: PAOPublic Joint-Stock Company Rosseti’s First Deputy Head of Internal Audit (prior to 12.10.2022: PAOPublic Joint-Stock Company FSK Federal Grid Company ofUES). 2020 – 2022: PAOPublic Joint-Stock Company Rosseti’s First Deputy Head of Internal Audit (as a second job). |
| Svetlana Mikhailovna Trishina |
Born in 1979.
Educational background: Amur State University (2001), International Academy of Expertise and Appraisal (professional retraining, 2018), International Academy of Expertise and Appraisal (skills upgrade, 2021), OOOLimited Liability Company Enterprise Reform Center (2021).
Working experience: 2017 – present day: PAOPublic Joint-Stock Company Rosseti’s Head of Financial Audit Section; Head of Financial Audit, Methodology and Reporting Section; Head of Corporate Audit and Control in SACs Section; Deputy Head of Internal Audit Department – Head of Corporate Audit and Control in SACs Section (prior to 12.10.2022: PAOPublic Joint-Stock Company FSK Federal Grid Company ofUES). 2020 – 2022: PAOPublic Joint-Stock Company Rosseti’s Deputy Head of Internal Audit Department – Head of Corporate Audit and Control in SACs Section (as a second job). |
| Gayane Rovertovna Andriasova |
Born in 1977.
Educational background: Rostov State Academy of Economics (1997), Institute of Internal Auditors Association (2022).
Working experience: 2017 – present day: PAOPublic Joint-Stock Company Rosseti’s Leading expert of Corporate Audit and Control in SACs Section; Chief expert of Corporate Audit and Control in SACs Section; Head of Corporate Audit and Control in SACs Section, Deputy Head of Corporate Audit and Control in SACs Directorate of Internal Audit Department (prior to 12.10.2022: PAOPublic Joint-Stock Company FSK Federal Grid Company ofUES). 2020 – 2022: PAOPublic Joint-Stock Company Rosseti’s Deputy Head of Corporate Audit and Control in SACs Directorate of Internal Audit Department (as a second job). |
| Olga Viktorovna Ostroukhova |
Born in 1975.
Educational background: Moscow State Mining University (1996), Moscow State Mining University (1998), Moscow State University of Economics, Statistics and Computer Science (2001), Institute of Internal Auditors Association (2022).
Working experience: 2023 – present day: PAOPublic Joint-Stock Company Rosseti’s Chief expert of Corporate Audit and Control in SACs Section of Internal Audit Department. 2020 – 2022: PAOPublic Joint-Stock Company FSK Federal Grid Company ofUES’ Chief expert of Corporate Audit and Control in SACs Section of Internal Audit Department (since 12.10.2022: PAOPublic Joint-Stock Company Rosseti) (as a second job). 2019 – 2023: PAOPublic Joint-Stock Company Rosseti’s Chief expert of Internal Audit Department, Chief expert of Corporate Audit and Control in SACs Directorate of Internal Audit Department. |
The Board of Internal Auditors, serving between 18.06.2022 and 09.06.2023, was elected by the Stockholders[83]:
| Name | BoIA members’ background |
|---|---|
| Svetlana Nikolayevna Kovaleva |
Born in 1980.
Educational background: Academy of Civil Aviation (2002), FGBOU VO NIU MEI (2019).
Working experience: 2017 – 2022: PAOPublic Joint-Stock Company Rosseti’s Internal Audit Director, Head of Internal Audit Department (prior to 12.10.2022: PAOPublic Joint-Stock Company FSK Federal Grid Company ofUES); 2020 – 2022: PAOPublic Joint-Stock Company Rosseti’s Internal Audit Director — Head of Internal Audit Department (as a second job). |
| Svetlana Mikhailovna Trishina |
Born in 1979.
Educational background: Amur State University (2001), International Academy of Expertise and Appraisal (professional retraining, 2018), International Academy of Expertise and Appraisal (skills upgrade, 2021), OOOLimited Liability Company Enterprise Reform Center (2021).
Working experience: 2017 – present day: PAOPublic Joint-Stock Company Rosseti’s Head of Financial Audit Section; Head of Financial Audit, Methodology and Reporting Section; Head of Corporate Audit and Control in SACs Section; Deputy Head of Internal Audit Department – Head of Corporate Audit and Control in SACs Section (prior to 12.10.2022: PAOPublic Joint-Stock Company FSK Federal Grid Company ofUES). 2020 – 2022: PAOPublic Joint-Stock Company Rosseti’s Deputy Head of Internal Audit Department – Head of Corporate Audit and Control in SACs Section (as a second job). |
| Viktor Vladimirovich Tsarkov |
Born in 1977.
Educational background: Moscow Institute of Economics, Management and Law (2005), Russian Academy of State Service at the President of the Russian Federation (2007), Self-regulated Auditor Organization Russian Auditors Union (Association), Educational and Methodological Center of Russian Auditor Union Intrekon-Intellekt (2017).
Working experience: 2017 – present day: PAOPublic Joint-Stock Company Rosseti’s First Deputy Head of Internal Audit (prior to 12.10.2022: PAOPublic Joint-Stock Company FSK Federal Grid Company ofUES). 2020 – 2022: PAOPublic Joint-Stock Company Rosseti’s First Deputy Head of Internal Audit (as a second job). |
| Maksim Gennadyevich Kormiltsev |
Born in 1988.
Educational background: Moscow State Industrial University (2010), The Institute of Professional Financial Managers (2019), Association Institute of Internal Auditors (2022).
Working experience: 2016 – present day: PAOPublic Joint-Stock Company Rosseti’s Chief expert of Corporate Audit and Control in SACs Directorate (prior to 12.10.2022: PAOPublic Joint-Stock Company FSK Federal Grid Company ofUES). 2020 – 2022: PAOPublic Joint-Stock Company Rosseti’s Chief expert of Corporate Audit and Control in SACs Directorate (as a second job). |
| Yekaterina Aleksandrovna Barmina |
Born in 1984.
Educational background: Astrakhan State Technical University (2004), Candidate of technical sciences.
Working experience: 2018 – 2021: PAOPublic Joint-Stock Company Rosseti’s Chief expert of IC&RMS Directorate of Internal Control and Risk Management Department; 2020 – 2021: PAOPublic Joint-Stock Company FSK Federal Grid Company ofUES’ Chief expert of IC&RMS Directorate of Internal Control and Risk Management Department (as a second job). 2022 – present day: PAOPublic Joint-Stock Company Rosseti’s Chief expert of IC&RMS Directorate of Internal Control and Risk Management Department. |
Members of the Board of Internal Auditors do not have shares of PAOPublic Joint-Stock Company Rosseti Ural or its affiliates. There were no transactions between the Company and Board’s members in 2023. The Company has not brought civil actions against Board’s members.
Based on the analysis of questionnaires completed by the Board’s members, the Company deems that:
- Members of the Board of Internal Auditors do not have close family ties (spouses, parents, children, adoptive parents, adoptees, siblings, grandparents, grandchildren) with members of the Board of Directors, members of the collegiate executive body or entity serving (functioning) as the sole executive body of PAOPublic Joint-Stock Company Rosseti Ural;
- Members of the Board of Internal Auditors were not held administratively liable for infringements in finance, taxes and levies, insurance and securities market or criminally liable (or had previous criminal records) for economic crimes or crimes against state;
- Members of the Board of Internal Auditors have not occupied positions in the management bodies of commercial companies going bankrupt and/or undergoing one of bankruptcy proceedings stated by the Russian bankruptcy legislation[77].
2023 progress report of the Board of Internal Auditors.
In 2023, the Board of Internal Auditors has conducted the audit of the Company’s 2022 performance. The audit included: evaluation of authenticity of the accounting (financial) statements prepared as of 31.12.2022, analysis of the Company’s financial condition and status as of 31.12.2022, evaluation of authenticity of the FY2022financial year 2022 annual report, inspection whether related-party transaction procedures comply with the Russian laws, scrutiny of the Company’s activities related to the arrangement of technological and price audits of investment program progress reports and measures to eliminate violations and weaknesses exposed in experts’ reports that came out of the technological and price audits of investment program progress reports, analysis of the roll-out of IC&RM system, inspection of finance management (liquidity and treasury operations), inspection of execution of remedial action plans adopted after previous inspections of the Company, other items on circumstances exposed during the audit.
The BoIA’s report, approved by the Company’s Board of Internal Auditors[78], expressed opinion on the authenticity of information contained in the FY2022financial year 2022 annual report, FY2022financial year 2022 accounting (financial) statements in all material respects. No evidence of misrepresentation of information contained in the 2022 report on related-party transactions has been found. The report was included into the list of materials to be disseminated among Company’s shareholders during preparation of the Annual General Meeting in 2023.
Remuneration of the Board of Internal Auditors
The amount of remuneration due to the Board of Internal Auditors and payout procedure is stipulated by the Regulations on remunerations and compensations due to the Board of Internal Auditors[79]. Remuneration is charged for a member’s corporate year service, depending upon the degree of member’s involvement in the Board’s activities. Member’s remuneration is based on the fixed component, set upon the annual RASRussian Accounting Statements revenues. In 2023, the Board of Internal Auditors received RUBruble 792 thousand (incl. taxes) as remunerations and compensations.