4.4 Board of Directors’ Progress Report
The Board of Directors handles overall management of the Company’s operations and is a vital element of the corporate governance system of PAOPublic Joint-Stock Company Rosseti Ural.
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[47] 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 2023
In 2023, the Company’s Board of Directors has conducted 46 in-absentia meetings. The Board of Directors has scrutinized 183 agenda items during its meetings.
| Year |
Board of Directors meetings conducted |
Agenda items examined | ||
|---|---|---|---|---|
| total | In-absentia | Mixed (in-presentia/in-absentia) | ||
| 2023 | 46 | 46 | 0 | 183 |
| 2022 | 43 | 40 | 3 | 204 |
| 2021 | 30 | 26 | 4 | 176 |
| Key aspects | 2021 | 2022 | 2023 |
|---|---|---|---|
| Corporate Governance | 69 | 98 | 77 |
| Budgeting and Finance | 1 | 0 | 2 |
| Strategic and Investment Planning | 9 | 16 | 8 |
| Revision of bylaws | 11 | 12 | 25 |
| Control and Reporting | 54 | 50 | 45 |
| Other aspects | 32 | 28 | 26 |
| Total | 176 | 204 | 183 |
Key aspects scrutinized by the Board of Directors during 2023 [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 2022 annual general meetings of stockholders and their location, date and time;
— preliminary adoption of the Company’s 2022 annual report;
— examination of issues related to FY2022financial year 2022 profit distribution and dividends;
— preparation of recommendations to agenda items of the annual general meetings 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 and Deputy Chair;
— 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.
— approval of the PAMSProduction Assets Management System individual development plan for 2022-2024 and PAMSProduction Assets Management System resource development plan for 2022-2024;
— 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 2024;
— adoption of the 2024 Procurement Program.
— adoption of the revised Digital Transformation till 2030 Program;
— adoption of the Amended and Restated Regulations on the implementation of the single communications policy;
— adoption of the Amended and Restated Regulations on the Personnel and Remunerations Committee;
— adoption of the Amended and Restated Regulations on the Strategy Committee;
— adoption of the Amended and Restated Internal Audit Policy;
— adoption of the Risk Management and Internal Control Policy;
— adoption of the Quality Policy;
— adoption of the PAOPublic Joint-Stock Company Rosseti’s Sustainable Development Policy and Climate Change Policy as PAOPublic Joint-Stock Company Rosseti Ural’s bylaws.
— 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 2022 information policy compliance report;
— examination of quarterly progress reports with regard to Company’s investment projects listed as priorities;
— examination of progress reports with regard to the implementation of the roadmap on the development of additional (non-tariff) services, factoring in the Digital Transformation 2030 Concept;
— examination of the 2022 progress report with regard to the 2020-2025 Development of Charging Infrastructure Program;
— examination of the 2022 progress report with regard to the execution of the Development of Smart Metering Program;
— examination of the Internal Auditor report regarding efficiency of internal control and risk management systems;
— examination of the 2022 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;
— approval of Company’s charity programs.
[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).
Meeting attendance by members of the Board of Directors and Board of Directors’ Committees
| 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 2023: | ||||||
| D.V. Krainsky | 46/46 (100%) | 18/18 (100%) | ||||
| E.V. Andreeva | 46/46 (100%) | |||||
| V.V. Anikin | 46/46 (100%) | |||||
| R.A. Dmitrik | 46/46 (100%) | 22/22 (100%) | 18/18 (100%) | 5/5 (100%) | 8/8 (100%) | |
| A.Y. Korneev | 46/46 (100%) | |||||
| N.A. Ozhe | 46/46 (100%) | 13/13 (100%) | 18/18 (100%) | |||
| M.G. Tikhonova | 46/46 (100%) | 4/4 (100%) | ||||
| I.A. Shagina | 46/46 (100%) | 22/22 (100%) | 13/13 (100%) | |||
| A.V. Shevchuk | 46/46 (100%) | 10/10 (100%) | 18/18 (100%) | 5/5 (100%) | 8/8 (100%) | |
| Directors who left the Board of Directors in 2023: | ||||||
| Y.V. Goncharov | 21/21 (100%) | 12/12 (100%) | ||||
| A.A. Polinov | 16/21 (76,2%) | 18/18 (100%) | ||||
| Directors who entered the Board of Directors in 2023: | ||||||
| A.M. Pyatigor | 25/25 (100%) | |||||
| A.P. Tulba | 25/25 (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. The Company engaged an independent consultant (NP RID) to evaluate CY2019-2020 Board of Directors’ performance. The next independent evaluation was slated for CY2022-2023, however, due to current economic backdrop the Company conducted a self-evaluation for cost-saving purposes.
Information on evaluations of performance of the Board of Directors and its Committees for the last 3 years
| Year when evaluation was conducted | 2021 | 2022 | 2023 |
|---|---|---|---|
| Evaluation form | Self-evaluation | Self-evaluation | Self-evaluation |
Targets of evaluation in 2023:
- 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 2023:
- 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 2023:
- 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 CY2022-2023 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 forming a C-level labor pool. The respondents also underlined required revisions of approaches related to correlation of executive, non-executive and independent Board of Directors members, correlation of F2Fface-to-face and in-absentia meetings, submittal of vital issues for consideration on F2Fface-to-face meetings, Board of Directors’ incentivization (remuneration) system as well as provision of professional and personal liaisons between Board of Directors members and efficient collaboration between the Board of Directors and executive bodies.
The report on the self-evaluation was scrutinized by the Personnel and Remunerations Committee [48] and Board of Directors[49].
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 31.12.2023, the Board of Directors has 2 independent directors – R.A. Dmitrik and A.V. Shevchuk.
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[50] 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 55.23% 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 8 non-executive directors, 1 executive director and 2 independent directors.
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. PAOPublic Joint-Stock Company Rosseti Ural 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.
Board of Directors’ biographies [3]
The Board of Directors, as of 31.12.2023, was elected by the Annual General Meeting of Stockholders, held on 09.06.2023[51]:
Daniil Vladimirovich
Board of Directors’ Chair
Non-executive director
| General information on a Board of Directors member | |||
|---|---|---|---|
| Year of birth | 1979 | ||
| Educational backgrounds (year of graduation, university, qualification) | Moscow State Law Academy (Jurisprudence, 2002) | ||
| Primary place of employment and position | PAOPublic Joint-Stock Company Rosseti’s Deputy General Director for Legal Affairs, Executive Board member | ||
| Service in governing and oversight bodies | |||
| Period | Company | Position | |
| from | to | ||
| 2018 | Present day | PAOPublic Joint-Stock Company Rosseti Lenenergo | Advisor to General Director (as a second job), earlier – Deputy General Director for Legal and Corporate Affairs |
| 2018 | Present day | PAOPublic Joint-Stock Company Rosseti Lenenergo | Board of Directors member |
| 2019 | Present day | PAOPublic Joint-Stock Company Rosseti Lenenergo | Executive Board member |
| 2021 | Present day | PAOPublic Joint-Stock Company Rosseti Kuban | Board of Directors Chair |
| 2021 | Present day | PAOPublic Joint-Stock Company Rosseti South | Board of Directors Chair |
| 2020 | Present day | ОООLimited Liability Company Energotrans | Member of governing bodies (Board of Directors, Executive Board) of the managing company (PAOPublic Joint-Stock Company Rosseti Lenenergo) |
| 2020 | Present day | PAOPublic Joint-Stock Company Rosseti Moscow Region | Board of Directors member |
| 2023 | Present day | AOJoint-Stock Company Energetik | Board of Directors member |
| 2020 | 2023 | PAOPublic Joint-Stock Company Rosseti Siberia | Board of Directors member |
| 2020 | 2023 | PAOPublic Joint-Stock Company Rosseti Center | Board of Directors member |
| 2020 | 2023 | PAOPublic Joint-Stock Company Rosseti North Caucasus | Board of Directors member |
| 2018 | 2022 | АОJoint-Stock Company Energy Service Company of Lenenergo | Board of Directors member |
| 2021 | 2022 | PAOPublic Joint-Stock Company Rosseti North West | Board of Directors member |
| 2021 | 2023 | PAOPublic Joint-Stock Company Rosseti Volga | Board of Directors member |
| 2021 | 2023 | PAOPublic Joint-Stock Company TRK | Board of Directors member |
| 2021 | 2023 | PAOPublic Joint-Stock Company Rosseti Siberia Tyvaenergo | Board of Directors member |
| 2021 | 2023 | PAOPublic Joint-Stock Company Rosseti Tyumen | Board of Directors member |
| 2021 | 2023 | PAOPublic Joint-Stock Company Rosseti Yantar | Board of Directors member |
| 2021 | 2023 | АОJoint-Stock Company NITs UESUnited Energy System | Board of Directors Chair |
| 2021 | 2023 | PAOPublic Joint-Stock Company Rosseti Tsyfra | Board of Directors member |
| 2022 | 2023 | АОJoint-Stock Company TsIUS UESUnited Energy System | Board of Directors member |
| 2022 | 2023 | Public Joint-Stock Company Federal Grid Company — Rosseti | Board of Directors member |
| 2022 | 2023 | Public Joint-Stock Company Rosseti | Executive Board member |
| 2021 | 2023 | АОJoint-Stock Company NTTs FSK Federal Grid Company ofUES | Board of Directors member |
| Information on the ownership of PAOPublic Joint-Stock Company Rosseti Ural’s shares | |||
| Share in the charter capital of PAOPublic Joint-Stock Company Rosseti Ural | none | ||
| Security transaction statements filed with the Company in 2023 | none | ||
| Borrowings from the Company: | none | ||
Nominated by PAOPublic Joint-Stock Company Rosseti
Board of Directors’ member since 29.05.2020
Elena Viktorovna
Executive director
| General information on a Board of Directors member | |||
|---|---|---|---|
| Year of birth | 1974 | ||
| Educational backgrounds (year of graduation, university, qualification) | Ivanovo State Energy University (Economics and Management in the Power Sector, 1997) | ||
| Primary place of employment and position | PAOPublic Joint-Stock Company Rosseti’s Deputy General Director for Sales and Electricity Transmission | ||
| Service in governing and oversight bodies | |||
| Period | Company | Position | |
| from | to | ||
| 2022 | Present day | PAOPublic Joint-Stock Company Rosseti | Chief Advisor |
| 2022 | Present day | PAOPublic Joint-Stock Company Rosseti Center | Board of Directors member |
| 2022 | Present day | PAOPublic Joint-Stock Company Rosseti Center and Volga | Board of Directors member |
| 2023 | Present day | PAOPublic Joint-Stock Company Rosseti Siberia | Board of Directors member |
| 2023 | Present day | PAOPublic Joint-Stock Company Rosseti North Caucasus | Board of Directors member |
| 2008 | 2020 | PAOPublic Joint-Stock Company Mosenergo | Deputy General Director for Sales |
| 2014 | 2020 | PAOPublic Joint-Stock Company Gazprom Energoholding | Deputy General Director for Regional Development |
| 2021 | 2022 | OOOLimited Liability Company Gazprom Teploenergo MO | Board of Directors member |
| 2021 | 2022 | OOOLimited Liability Company Gazprom Teploenergo Kazan | Board of Directors member |
| 2021 | 2022 | OOOLimited Liability Company Peterburgteploenergo | Board of Directors member |
| 2021 | 2022 | OOOLimited Liability Company Gazprom Teploenergo North West | Board of Directors member |
| Information on the ownership of PAOPublic Joint-Stock Company Rosseti Ural’s shares | |||
| Share in the charter capital of PAOPublic Joint-Stock Company Rosseti Ural | none | ||
| Security transaction statements filed with the Company in 2023 | none | ||
| Borrowings from the Company: | none | ||
Nominated by PAOPublic Joint-Stock Company Rosseti
Board of Directors’ member since 23.12.2022
Vitaly Vladimirovich
Non-executive director
| General information on a Board of Directors member | |||
|---|---|---|---|
| Year of birth | 1976 | ||
| Educational backgrounds (year of graduation, university, qualification) | Kuzbass State Technical University (Economics, 1997) | ||
| Primary place of employment and position | OOOLimited Liability Company Renova-Holding Rus’ Digital Transformation Director | ||
| Service in governing and oversight bodies | |||
| Period | Company | Position | |
| from | to | ||
| 2017 | 2019 | AOJoint-Stock Company Solar Wind | General Director |
| 2015 | Present day | AOJoint-Stock Company ETK | Board of Directors member |
| 2017 | Present day | АОJoint-Stock Company Yekaterinburggaz | Board of Directors member |
| 2017 | Present day | ОООLimited Liability Company Gazeks-Management | Board of Directors member |
| 2017 | Present day | АОJoint-Stock Company GAZEKS | Board of Directors member |
| 2019 | Present day | АОJoint-Stock Company SG-Invest | Board of Directors member |
| 2017 | Present day | АОJoint-Stock Company Pervouralskgaz | Board of Directors member |
| 2019 | Present day | АОJoint-Stock Company Gazmontazh | Board of Directors member |
| 2019 | 2020 | АОJoint-Stock Company Gazprom Gazoraspredelenie Yekaterinburg | Board of Directors member |
| 2020 | 2021 | ОООLimited Liability Company Tsyfra | Board of Directors member |
| Information on the ownership of PAOPublic Joint-Stock Company Rosseti Ural’s shares | |||
| Share in the charter capital of PAOPublic Joint-Stock Company Rosseti Ural | none | ||
| Security transaction statements filed with the Company in 2023 | none | ||
| Borrowings from the Company: | none | ||
Nominated by PAOPublic Joint-Stock Company Metkombank, AOJoint-Stock Company RENOVA Group of Companies
Board of Directors’ member since 04.12.2019
Roman Avgustovich
Independent director (Board of Directors Minutes dated 27.07.2023 No.485)
| General information on a Board of Directors member | |||
|---|---|---|---|
| Year of birth | 1971 | ||
| Educational backgrounds (year of graduation, university, qualification) | Perm State Technical University (Electric Motors and Automation of Installations and Technological Complexes, 2000; Management, 2002), Perm State University (Financial Management, 2005) | ||
| Primary place of employment and position | OOOLimited Liability Company Energosetinvestholding’s General Director | ||
| Service in governing and oversight bodies | |||
| Period | Company | Position | |
| from | to | ||
| 2013 | 2018 | ОООLimited Liability Company RRSK | General Director |
| 2017 | 2018 | ОООLimited Liability Company Interspetsinvest-M | General Director |
| Information on the ownership of PAOPublic Joint-Stock Company Rosseti Ural’s shares | |||
| Share in the charter capital of PAOPublic Joint-Stock Company Rosseti Ural | none | ||
| Security transaction statements filed with the Company in 2023 | none | ||
| Borrowings from the Company: | none | ||
Nominated by PAOPublic Joint-Stock Company Metkombank, AOJoint-Stock Company RENOVA Group of Companies
Board of Directors’ member since 06.06.2016
Aleksandr Yuryevich
Non-executive director
| General information on a Board of Directors member | |||
|---|---|---|---|
| Year of birth | 1980 | ||
| Educational backgrounds (year of graduation, university, qualification) | Moscow Energy Institute (In-plant Electricity Equipment, 2003) | ||
| Primary place of employment and position | PAOPublic Joint-Stock Company Rosseti’s Head of Technological Connection and Infrastructure Development Department | ||
| Service in governing and oversight bodies | |||
| Period | Company | Position | |
| from | to | ||
| 2019 | Present day | PAOPublic Joint-Stock Company Rosseti | Head of Technological Connection and Infrastructure Development Department |
| 2021 | Present day | PAOPublic Joint-Stock Company Rosseti Center and Volga | Board of Directors member |
| 2019 | Present day | PAOPublic Joint-Stock Company Rosseti North West | Board of Directors member |
| Information on the ownership of PAOPublic Joint-Stock Company Rosseti Ural’s shares | |||
| Share in the charter capital of PAOPublic Joint-Stock Company Rosseti Ural | none | ||
| Security transaction statements filed with the Company in 2023 | none | ||
| Borrowings from the Company: | none | ||
Nominated by PAOPublic Joint-Stock Company Rosseti
Board of Directors’ member since 23.12.2022
Natalya Aleksandrovna
Non-executive director
| General information on a Board of Directors member | |||
|---|---|---|---|
| Year of birth | 1974 | ||
| Educational backgrounds (year of graduation, university, qualification) | Moscow State University (Jurisprudence, 1997). | ||
| Primary place of employment and position | AOJoint-Stock Company GAZEKS’ Deputy General Director for Legal and Corporate Affairs | ||
| Service in governing and oversight bodies | |||
| Period | Company | Position | |
| from | to | ||
| 2015 | Present day | АОJoint-Stock Company Urals Gaz Networks | Deputy General Director for Legal and Corporate Affairs (as a second job) |
| 2015 | Present day | АОJoint-Stock Company Yekaterinburggaz | Deputy General Director for Legal and Corporate Affairs (as a second job) |
| 2015 | Present day | ОООLimited Liability Company GAZEKS-Management | Deputy General Director for Legal and Corporate Affairs |
| 2017 | Present day | АОJoint-Stock Company EES | Board of Directors member |
| 2017 | Present day | АОJoint-Stock Company EESK | Board of Directors member |
| 2022 | Present day | АОJoint-Stock Company Yekaterinburggaz | Board of Directors member |
| 2022 | Present day | АОJoint-Stock Company GAZEKS | Board of Directors member |
| 2019 | Present day | АОJoint-Stock Company SG-Invest | Board of Directors member |
| 2022 | Present day | АОJoint-Stock Company Pervouralskgaz | Board of Directors member |
| 2022 | Present day | AOJoint-Stock Company Gazmontazh | Board of Directors member |
| 2022 | Present day | АОJoint-Stock Company Irkutskoblgaz | Board of Directors member |
| 2022 | Present day | ОООLimited Liability Company GAZEKS-Management | Board of Directors member |
| Information on the ownership of PAOPublic Joint-Stock Company Rosseti Ural’s shares | |||
| Share in the charter capital of PAOPublic Joint-Stock Company Rosseti Ural | none | ||
| Security transaction statements filed with the Company in 2023 | none | ||
| Borrowings from the Company: | none | ||
Nominated by PAOPublic Joint-Stock Company Metkombank, AOJoint-Stock Company RENOVA Group of Companies
Board of Directors’ member since 14.06.2013
Aleksandr Mikhailovich
Executive director
| General information on a Board of Directors member | |||
|---|---|---|---|
| Year of birth | 1980 | ||
| Educational backgrounds (year of graduation, university, qualification) | Kazakh Agro Technical University (Electricity supply and Motorization of Agriculture, 2002), FGBOU VPO National Research University MEI (Management, 2012) | ||
| Primary place of employment and position | PAOPublic Joint-Stock Company Rosseti Ural’s General Director | ||
| Service in governing and oversight bodies | |||
| Period | Company | Position | |
| from | to | ||
| 2018 | 2020 | PAOPublic Joint-Stock Company Rosseti | Deputy General Director for Sales |
| 2012 | 2018 | PAOPublic Joint-Stock Company MOESK | Director for Network Perspective Development |
| 2022 | Present day | AOJoint-Stock Company EESK | Board of Directors member |
| 2020 | 2022 | PAOPublic Joint-Stock Company Rosseti Lenenergo | Advisor to General Director, Deputy General Director for Development and Technological Connection |
| Information on the ownership of PAOPublic Joint-Stock Company Rosseti Ural’s shares | |||
| Share in the charter capital of PAOPublic Joint-Stock Company Rosseti Ural | none | ||
| Security transaction statements filed with the Company in 2023 | none | ||
| Borrowings from the Company: | none | ||
Nominated by PAOPublic Joint-Stock Company Rosseti
Board of Directors’ member since 09.06.2023
Maria Gennadyevna
Non-executive director
| General information on a Board of Directors member | |||
|---|---|---|---|
| Year of birth | 1980 | ||
| Educational backgrounds (year of graduation, university, qualification) | Volga-Vyatka State Service Academy (State Municipal Management, 2002), Academy of National Economy of the Russian Federation Government (State Management of Economic Development, 2005), Higher School of Economics (Finance, 2008), Candidate of economic sciences. | ||
| Primary place of employment and position | PAOPublic Joint-Stock Company Rosseti’s Deputy General Director for Corporate Governance | ||
| Service in governing and oversight bodies | |||
| Period | Company | Position | |
| from | to | ||
| 2019 | 2020 | AOJoint-Stock Company Elektromagistral | Board of Directors member |
| 2021 | 2021 | PAOPublic Joint-Stock Company Rosseti Kuban | Board of Directors member |
| 2021 | 2022 | PAOPublic Joint-Stock Company Rosseti Yantar | Board of Directors member |
| 2021 | 2022 | PAOPublic Joint-Stock Company GK TNS Energo | Board of Directors member |
| 2021 | 2023 | AOJoint-Stock Company DVEUK | Board of Directors member |
| 2021 | Present day | PAOPublic Joint-Stock Company Rosseti Siberia | Board of Directors member, Board of Directors Chair |
| 2021 | 2023 | AOJoint-Stock Company Rosseti Siberia Tyvaenergo | Board of Directors member, Board of Directors Chair |
| 2021 | Present day | PAOPublic Joint-Stock Company TRK | Board of Directors member, Board of Directors Chair |
| 2021 | Present day | PAOPublic Joint-Stock Company Rosseti Volga | Board of Directors member |
| 2022 | Present day | PAOPublic Joint-Stock Company Rosseti South | Board of Directors member |
| 2021 | 2023 | AOJoint-Stock Company Rosseti Tyumen | Board of Directors member |
| 2021 | 2023 | AOJoint-Stock Company NITs UESUnited Energy System | Board of Directors member |
| 2021 | 2022 | PAOPublic Joint-Stock Company Rosseti Moscow Region | Board of Directors member |
| 2021 | Present day | PAOPublic Joint-Stock Company Rosseti North West | Board of Directors member |
| 2022 | Present day | AOJoint-Stock Company Elektromagistral | Board of Directors member |
| 2022 | Present day | AOJoint-Stock Company Regional Electric Systems | Board of Directors member |
| Information on the ownership of PAOPublic Joint-Stock Company Rosseti Ural’s shares | |||
| Share in the charter capital of PAOPublic Joint-Stock Company Rosseti Ural | none | ||
| Security transaction statements filed with the Company in 2023 | none | ||
| Borrowings from the Company: | none | ||
Nominated by PAOPublic Joint-Stock Company Rosseti
Board of Directors’ member since 03.06.2021
Andrey Petrovich
Non-executive director
| General information on a Board of Directors member | |||
|---|---|---|---|
| Year of birth | 1974 | ||
| Educational backgrounds (year of graduation, university, qualification) | Stavropol State Technical University (Economics and Management in Machine-Building, 1995), Presidential Training Program for Managers in Stavropol State Technical University – Moscow Aviation Institute (2003), State University of Management (MBA – Management of Energy Company, 2006) | ||
| Primary place of employment and position | PAOPublic Joint-Stock Company Rosseti’s Economics Director – Head of Economics Department | ||
| Service in governing and oversight bodies | |||
| Period | Company | Position | |
| from | to | ||
| 2022 | Present day | AOJoint-Stock Company Elektromagistral | Board of Directors member |
| 2022 | Present day | PAOPublic Joint-Stock Company TNS Energo Yaroslavl | Board of Directors member |
| 2022 | Present day | PAOPublic Joint-Stock Company TNS Energo Voronezh | Board of Directors member |
| 2023 | Present day | PAOPublic Joint-Stock Company Rosseti Center | Board of Directors member |
| 2022 | Present day | PAOPublic Joint-Stock Company TNS Energo Nizhni Novgorod | Board of Directors member |
| 2022 | Present day | AOJoint-Stock Company TNS Karelia | Board of Directors member |
| 2022 | Present day | PAOPublic Joint-Stock Company TNS Energo Kuban | Board of Directors member |
| 2022 | Present day | PAOPublic Joint-Stock Company TNS Energo Rostov-on-Don | Board of Directors member |
| 2022 | Present day | AOJoint-Stock Company TNS Energo Tula | Board of Directors member |
| 2022 | Present day | PAOPublic Joint-Stock Company TNS Energo Mari El | Board of Directors member |
| 2022 | Present day | PAOPublic Joint-Stock Company Rosseti Volga | Board of Directors member |
| 2022 | Present day | PAOPublic Joint-Stock Company Dagestan Energy Sales Company | Board of Directors member |
| 2022 | Present day | АОJoint-Stock Company OES SAK Rusenergo | Board of Directors member |
| 2022 | Present day | ОООLimited Liability Company TNS Energo Penza | Board of Directors member |
| 2022 | Present day | ОООLimited Liability Company TNS Energo Velikiy Novgorod | Board of Directors member |
| 2021 | Present day | АОJoint-Stock Company Mobile GTES | Board of Directors member |
| 2021 | Present day | АОJoint-Stock Company APBE | Board of Directors member |
| 2021 | Present day | АОJoint-Stock Company Energosetservice ENES | Board of Directors member |
| Information on the ownership of PAOPublic Joint-Stock Company Rosseti Ural’s shares | |||
| Share in the charter capital of PAOPublic Joint-Stock Company Rosseti Ural | none | ||
| Security transaction statements filed with the Company in 2023 | none | ||
| Borrowings from the Company: | none | ||
Nominated by PAOPublic Joint-Stock Company Rosseti
Board of Directors’ member since 09.06.2023
Irina Aleksandrovna
Non-executive director
| General information on a Board of Directors member | |||
|---|---|---|---|
| Year of birth | 1979 | ||
| Educational backgrounds (year of graduation, university, qualification) | All-Russia Extramural Institute of Finance and Economics (Accounting and Audit, 2001), Vladimirsky Law Institute of FPS of Russia (Jurisprudence, 2013) | ||
| Primary place of employment and position | PAOPublic Joint-Stock Company Rosseti’s Head of Tariff Department | ||
| Service in governing and oversight bodies | |||
| Period | Company | Position | |
| from | to | ||
| 2023 | Present day | PAOPublic Joint-Stock Company Rosseti Volga | Board of Directors member |
| 2017 | 2021 | PAOPublic Joint-Stock Company Rosseti Kuban | Board of Directors member |
| 2020 | 2022 | ОАОOpen Joint-Stock Company Tomsk Backbone Networks | Board of Directors member |
| 2018 | 2022 | PAOPublic Joint-Stock Company TRK | Board of Directors member |
| 2018 | 2022 | PAOPublic Joint-Stock Company Rosseti North West | Board of Directors member |
| Information on the ownership of PAOPublic Joint-Stock Company Rosseti Ural’s shares | |||
| Share in the charter capital of PAOPublic Joint-Stock Company Rosseti Ural | none | ||
| Security transaction statements filed with the Company in 2023 | none | ||
| Borrowings from the Company: | none | ||
Nominated by PAOPublic Joint-Stock Company Rosseti
Board of Directors’ member since 29.05.2020
Aleksandr Viktorovich
Independent director (Board of Directors Minutes dated 27.07.2023 No.485)
| General information on a Board of Directors member | |||
|---|---|---|---|
| Year of birth | 1983 | ||
| Educational backgrounds (year of graduation, university, qualification) | Finance Academy under the Government of the Russian Federation (Banking and Finance, 2005) | ||
| Primary place of employment and position | Executive Director at Association of Professional Investors | ||
| Service in governing and oversight bodies | |||
| Period | Company | Position | |
| from | to | ||
| 2021 | Present day | ОООLimited Liability Company Binnofarm Group | Board of Directors member |
| 2021 | Present day | PAOPublic Joint-Stock Company Rushydro | Board of Directors member |
| 2018 | 2023 | PAOPublic Joint-Stock Company Detski Mir | Board of Directors member |
| 2015 | 2022 | PAOPublic Joint-Stock Company Rosseti Center and Volga | Board of Directors member |
| 2015 | 2022 | PAOPublic Joint-Stock Company Rosseti Center | Board of Directors member |
| 2022 | Present day | PAOPublic Joint-Stock Company Rosseti North West | Board of Directors member |
| 2022 | Present day | PAOPublic Joint-Stock Company Rosseti Volga | Board of Directors member |
| Information on the ownership of PAOPublic Joint-Stock Company Rosseti Ural’s shares | |||
| Share in the charter capital of PAOPublic Joint-Stock Company Rosseti Ural | none | ||
| Security transaction statements filed with the Company in 2023 | none | ||
| Borrowings from the Company: | none | ||
Nominated by PAOPublic Joint-Stock Company Metkombank, AOJoint-Stock Company RENOVA Group of Companies
Board of Directors’ member since 06.06.2016
The composition of the Board of Directors between 23.12.2022 and 09.06.2023 (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 |
|---|---|
|
Elena Viktorovna ANDREEVA
Non-executive director |
Born in 1974. Graduated from Ivanovo State Energy University (1997, Economics and Management in the Energy Sector). PAOPublic Joint-Stock Company Rosseti’s Deputy General Director for Sales and Energy Transmission |
|
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). |
|
Aleksandr Yuryevich KORNEEV
Non-executive director |
Born in 1980. Graduated from Moscow Energy Institute (In-plant Electricity Equipment, 2003). PAOPublic Joint-Stock Company Rosseti’s Head of Technological Connection and Infrastructure Development Department |
|
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 |
|
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. |
|
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 [41] 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.
[2] PAOPublic Joint-Stock Company Rosseti Ural adheres to the independence criteria, set forth by the Bank of Russia’s Corporate Governance Code.
[3] The directors consented the disclosure of personal data in the report in a manner, consistent with laws of the Russian Federation. Positions are disclosed as of 31.12.2023.