Board of Directors

The Board of Directors administers the Company’s activities, except for the issues referred to the GSM competence by the Joint-Stock Companies’ Law and the Charter. The BoD ensures control over the executive bodies, efficient interaction among the bodies and observation and protection of rights and legitimate shareholder interests. The BoD competence includes decision-taking on the following key issues: determination of priorities and development strategy of the Company, placement of bonds and other securities (except for the cases stipulated by the Russian legislation), election of the CEO and pre-term termination of the powers (including resolutions on pre-term cancellation of the CEO’s labor contract), determination of MB membership, election of MB members, remunerations and compensations paid to the MB members, pre-term termination of the powers, recommendations on the amount of dividends on shares and payout procedure, approval of large transactions and interested-party transactions (in cases stipulated by the Joint-Stock Companies’ Law). The full list of key competence issues of the BoD is set forth by the Charter (item 15.1, article 15).

The BoD sessions are arranged on a regular basis but no less than once in six weeks. In 2013 there were 17 BoD sessions that reviewed 276 various operating issues. The most important BoD resolutions adopted in 2013 were:

  • approval of the Corporate Ethics Code (protocol #122 dd. 25.03.2013);
  • approval of the Corporate Governance Code in a new version (protocol #122 dd. 25.03.2013);
  • approval of Insurance Coverage Program for 2013 (protocol #124 dd. 23.04.2013);
  • approval of positions subject to approval by the Board of Directors (protocol #126 dd. 30.05.2013);
  • approval of the Regulations on Personnel and Remunerations Committee in a new version (protocol #126 dd. 30.05.2013);
  • approval of the Regulations on the Company’s Information Policy in a new version (protocol #130 dd. 28.08.2013);
  • approval of the Regulations on the Company’s credit policy in a new version (protocol #131 dd. 24.09.2013);
  • approval of the concept dealing with repairs and maintenance reference data management system (protocol #132 dd. 21.10.2013);
  • approval of the Regulations on the Company’s investment operations (protocol #132 dd. 21.10.2013);
  • approval of the Company’s business plan including investment program for 2014 and forecast for 2015- 2018 (protocol #135 dd. 16.12.2013);
  • approval of a candidate to the position of a lead manager for the Company’s commercial papers (protocol #136 dd. 30.12.2013).

The BoD also regularly reviews CEO’s reports on various issues and execution of BoD resolutions. In 2013 the Board of Directors approved 42 interested-party transactions. Interested-party transactions approved by the BoD in 2013 are disclosed in the Appendix to the present annual report). There were no transactions acknowledged by the Joint-Stock Companies’ Law as major as well as other transactions which are, under the Charter, subject to major transaction approval procedure in 2013.

According to item 16.1 of the Charter the Board of Directors consists of 11 persons. The current membership of the Board of Directors (All BoD positions are as of the election date. All BoD members gave written consent, as stipulated by the Russian legislation, on the use of personal information in the annual report) was elected on June 13, 2013 by the AGSM (protocol #6 dd. 14.06.2013):

Ruslan Raisovich Magadeev (1977)
Education: Magnitogorsky State Technical University. Since 2013 Head of Operating Technological Management Department at IDGC Holding. Share in the charter capital – none.

Seppo Uha Remes (1955)
Education: Oulu University and High School of Economics and Business Administration (Finland). Since 2008 General Director at Kiuru, since 2006 - the BoD Chairperson of EOS Russia. Share in the charter capital – none.

Mikhail Viktorovich Azovtsev (1978)
Education: State University – High School of Economics (Moscow). Since 2012 Project Director at GK Renova. Share in the charter capital – none.

Evgenyi Rudolfovich Villevald (1971)
Education: Moscow Lomonosov State University. Since 2012 Project Director at GK Renova. Share in the charter capital – none.

Natalya Aleksandrovna Ozhe (1974)
Education: Moscow Lomonosov State University. Since 2012 Project Director at GK Renova. Share in the charter capital – none.

Dmitry Igorevich Gotlib (1979)
Education: Chuvashia State University. In 2013 Deputy General Director for Development and Sales at Russian Grids. Share in the charter capital – none.

Evgenyi Nikolayevich Zhuykov (1961)
Education: Sverdlovsk Economics University (profession: Economics and Supply Planning). Since 2011 General Director at FSK UES – MES of the Urals. Share in the charter capital – none.

Madina Valeryevna Kaloeva (1980)
Education: North Osetia State University. Since 2012 Deputy Director for Corporate Governance, Pricing Environment and Control Operations in FEC at Russian Ministry of Energy. Share in the charter capital – none.

Anton Mikhailovich Kislyakov (1970)
Education: Moscow State Law Academy. Since 2008 First Deputy Head of Legal Department at IDGC Holding. Share in the charter capital – none.

Valery Nikolayevich Rodin (1952)
Education: Urals Polytechnic Institute (profession: Thermal Power Plants). Since 2009 General Director of IDGC of Urals. Share in the charter capital – 0.0081%.

Aleksandr Nikolayevich Fadeev (1949) Education: Moscow Institute of geodesy, aerial photography and cartography. Since 2011 Security Director at FSK UES. Share in the charter capital – none.

The BoD members performed no transactions on share acquisition or alienation during the reported period. To ensure the objectivity of adopted resolutions and balance of interest expressed by different shareholder groups the Company strives to have at least 3 (Three) independent directors.

Criteria determining the amount and payment frequency of the BoD remunerations as well as the amount of BoD-related expense compensation are determined by the Regulations on Remunerations and Compensations paid to the BoD members approved by the AGSM (protocol #6 dd. 14.06.2013). According to the Regulations BoD remuneration consists of fixed and variable parts and includes 3 payment categories:

  1. For each BoD session in which a BoD member participated (individual work).
  2. Additional remuneration for net profit according to RAS statements, approved by the AGSM.
  3. Additional remuneration for increased capitalization during the BoD terms of office.

To view the full version of the Regulations, please, visit Section “Founding and Internal Documents” of our official web-site.