Corporate governance
3.2.2

Board of Directors

Role of the Board of Directors

The Board of Directors handles overall management of the Company’s operations and is vital element of the corporate governance system of IDGC of Urals (OAO). Its competence is defined in the Charter 1 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 and associates in terms of core operational issues,
  • Internal control, risk management and internal audit.

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 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.

In January – December 2016 Aleksandr Nikolaevich Fadeev headed the Board of Directors. Since December 2016 the Board of Directors is chaired by Sergey Aleksandrovich Semerikov.

Independent Directors and Their Role2

The independent directors provide an independent perspective to the work of the Board of Directors, through their knowledge, experience and qualifications. The independent directors demonstrate a high level of expertise, independent judgement and independent votes on agenda items. The objectivity of the independent directors and their constructive criticism are of great value to the Board of Directors and Company on the whole. The Company highly values the significant contribution that the independent directors make to improve the performance of the Board of Directors. To foster objectivity of resolutions and balance interests of various stockholder groups the Company strives to have at least three independent directors in the Board of Directors.

Corporate Secretary

To embed key elements and provisions of the Corporate Governance Code into the corporate governance system of IDGC of Urals (OAO) a position of the Corporate Secretary was introduced to our payroll schedule this year. The status of the corporate secretary, candidate specification, appointment and removal of the corporate secretary, reporting line, order of interaction with the governing bodies and units of the Company and other relevant activities are defined in the Regulations on the Corporate Secretary of IDGC of Urals (OAO)3. The Corporate Secretary of the Board of Directors is appointed by the Board of Directors as advised by the Chair of the Board of Directors.

The Regulations stipulate the following functions of the Corporate Secretary:

  • Facilitation of Company’s cooperation with regulators, trading institutions, registrar, other professional participants of the securities market;
  • Involvement into arrangement and conduct of Company’s general meetings of stockholders;
  • Involvement into promotion of the Company’s information disclosure policy and oversight of custody of Company’s corporate documents;
  • Involvement into improvement of Company’s corporate governance system and practices;
  • Administration of day-to-day performance of the Board of Directors;
  • Facilitation of Company’s relationships with stockholders, prevention of corporate conflicts, implementation of procedures enforcing rights and interests of stockholders, set forth by the Russian laws and Company’s bylaws, oversight of the progress.
The Corporate Secretary of IDGC of Urals (OAO) is Sergey Anatolyevich Gusak. He was appointed the Corporate Secretary of IDGC of Urals by the Board of Directors’ resolution dated as of 10.06.2016 (Minutes No.201 dated as of 13.06.2016).
...

Sergey Anatolyevich Gusak

  • Background information: Born in 1977
  • Educational background: Urals State Law Academy (graduate degree).
  • Since 2008 – Head of Corporate Governance and Stockholder Relations Department at IDGC of Urals (OAO).
  • Share in the charter capital/Common stock owned:0.0033% / 2,860,000 shares. No security transactions statements during 2016 were filed with the Company.

Composition of the Board of Directors

Clause 16.1 Article 16 of the Company’s Charter states 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 advised by the controlling stockholder – Rosseti (PAO). 11-director composition of the Board of Directors comprises seven non-executive directors (representatives of the controlling stockholder), two independent directors, one representative of the Russian Ministry of Energy and one executive director.

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.

IDGC of Urals (OAO) 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 web-site within 30 days prior to the 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 posts minutes of the general meetings of stockholders on its official web-site.

The list of directors serving on the Company’s Board of Directors in 2016 and now (prior to the report adoption date) is as follows:

Name and short biography1 Interest/Common stock owned 2015-2016 Security transaction statements Board of Directors Composition No. 12 (18.06.2015-06.06.2016) Board of Directors Composition No. 23 (06.06.2016 – present day)
Aleksandr Nikolaevich FADEEV
  • Born in 1949
  • Educational background: Moscow Institute of Geodesy, Aerial Photography and Cartography Engineers (graduate degree).
  • Deputy General Director for Security at Rosseti (PAO) since 2014.
0 No statements filed
Sergey Georgievich DREGVAL
  • Born in 1971
  • Educational background: Kiev International Civil Aviation University, Tyumen State Oil&Gas University (graduate degrees).
  • General Director at IDGC of Urals (OAO) since 2014.
0 No statements filed
Yuri Vladimirovich GONCHAROV
  • Born in 1977
  • Educational background: Moscow State Mining University (graduate degree).
  • Deputy General Director for Corporate Governance at Rosseti (PAO) since 2013.
0 No statements filed
Yulia Vitalyevna YASCHERITSYNA
  • Born in 1978
  • Educational background: Moscow State Institute of Economy and Statistics (graduate degree).
  • Director of Economic Planning and Budgeting Department at Rosseti (PAO) since 2013.
0 No statements filed
Natalya Aleksandrovna OZHE
  • Born in 1974
  • Educational background: Lomonosov Moscow State University (graduate degree).
  • Project director at GK Renova (AO) in 2012-2015,
  • Deputy General Director for Legal and Corporate Affairs at Gazeks (AO) since 2015.
0 No statements filed
Yakov Savelyevich TESIS
  • Born in 1974
  • Educational background: Lomonosov Moscow State University (graduate degree).
  • Project director at GK Renova (AO) in 2012-2016. M&A and Project Director at Renova Aktiv (ООО) since 2016.
0 No statements filed
Pavel Nikolayevich SNIKKARS
  • Born in 1978
  • Educational background: Siberia Academy of Civil Service, Siberia University of Consumer’s Cooperation (graduate degrees), Candidate of Economic Sciences.
  • Director of Energy Sector Development Department at Russian Ministry of Energy since 2013.
0 No statements filed
Sergey Viktorovich VERKHOTUROV
  • Born in 1989
  • Educational background: Urals Federal University (graduate degree).
  • Head of Section for Privatization and Corporate Governance of Sverdlovsk Regional Directorate of Russian Property Fund in 2015.
0 No statements filed
Evgeni Rudolfovich VILLEVALD
  • Born in 1971
  • Educational background: Lomonosov Moscow State University (graduate degree).
  • Project Director at GK Renova (ZAO) since 2012.
0 No statements filed
Sergey Mikhailovich KATAEV
  • Born in 1975
  • Educational background: Moscow Energy Institute (graduate degree).
  • Director of Production Asset Management Department at Rosseti (PAO) since 2014.
0 No statements filed
Roman Nikolayevich SHULGINOV
  • Born in 1975
  • Educational background: Pyatigorsk State Linguistics University, North Caucasus State Technical University, Saint Petersburg State Polytechnic University (graduate degrees), Candidate of Economic Sciences.
  • Head of Technological Automated Systems and Communications Directorate of Corporate and Technological ACS Development Department at Rosseti (PAO) since 2014.
0 No statements filed
Sergey Aleksandrovich SEMERIKOV
  • Born in 1979
  • Educational background: Urals State Technical University – UPI (graduate degree).
  • Deputy General Director at Rosseti (PAO) since 2015.
0 No statements filed
Vladimir Vladimirovich SOFYIN
  • Born in 1969
  • Educational background: Urals State Technical University – UPI (graduate degree).
  • Director of Technological Development and Innovations Department at Rosseti (PAO) since 2013.
0 No statements filed
Aleksandr Viktorovich SHEVCHUK
  • Born in 1983
  • Educational background: Finance Academy under the Government of the Russian Federation (graduate degree).
  • Executive Director at Association of Professional Investors since 2013.
0 No statements filed

In 2016 the Board of Directors underwent a significant reshuffling. A new blood, represented by:

  • Sergey Aleksandrovich Semerikov,
  • Vladimir Vladimirovich Sofyin,
  • Aleksandr Viktorovich Shevchuk,
  • Roman Avgustovich Dmitrik.

36% renewal of the Board composition has brought a fresh look at agenda items scrutinized during the Board and Board Committees’ meetings.

Gender breakdown
9 men, 2 women
9 men, 2 women
Gender breakdown
Educational background

S.G. Dregval, P.N. Snikkars, R.N. Shulginov, R.A. Dmitrik have two and more graduate degrees. P.N. Snikkars and R.N. Shulginov hold Candidate of Science degrees.

Board of Directors’ Progress Report

In 2016 the Company’s Board of Directors has conducted 30 meetings: 26 in-absentia meetings and 4 mixed (in-presentia/in-absentia) meetings. The Board of Directors has scrutinized 276 agenda items on its meetings.

Key aspects examined by the Board of Directors in 2016, %

Key topics, examined by the Board of Directors in 2016:

Corporate Governance
  • 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 convention of the 2015 annual general meeting of stockholders and its location, date and time;
  • preliminary adoption of the Company’s 2015 annual report;
  • examination of issues related to FY2015 profit distribution and dividends;
  • preparation of recommendations to agenda items of the annual general meeting of stockholders;
  • approval of forms and wording of voting papers for the annual general meeting;
  • definition of the AGSM announcement procedure;
  • approval of AGSM-related expenses;
  • adoption of a contract between the Company and its registrar;
  • examination of agenda items regarding election of the Chair of the Board of Directors, Deputy Chair and Corporate Secretary;
  • adoption of the Board of Directors action plan for 2016-2017 corporate year;
  • reshuffling of the Board of Directors Committees;
  • adoption of the Committees’ budgets;
  • dissociation from affiliated and associated companies;
  • determination of positions of Company’s representatives serving on governing bodies of Company’s affiliates.
Budgeting and Finance
  • adoption and revision of the Company’s 2016 business plan;
  • adoption of the Series 001R Exchange-Traded Bond Program;
  • adoption of the prospectus of the bonds to be placed under the Series 001R Exchange-Traded Bond Program.
Strategic and Investment Planning
  • adoption of the program to enhance counter-terrorist and anti-diversionary protection of Company’s facilities for 2016-2022;
  • adoption of the action plans to reduce overdue transmission receivables and reconciliation;
  • examination and adoption of drafts of the Company's investment program for 2016-2021;
  • adoption of the Key Operating Risk Register;
  • adoption of the Enhanced Efficiency and Improved Performance Action Plan for 2016-2020;
  • adoption of the Grid Asset Consolidation Program for 2016-2018;
  • adoption of the Insurance Coverage Program for 2017;
  • adoption of the Company’s Procurement Program for 2017.
Revision of Bylaws
  • revision of the Regulations on Remunerations and Compensations due to the Board of Directors Committee members;
  • adoption of the Amended and Restated Regulations on Insider Information Processing, Internal Control Policy, Internal Audit Policy, Regulations on the Board of Directors Audit Committee, Risk Management Policy, Investment Policy, etc.
  • adoption of the Regulations on the Generation and Use of the Sponsorship and Charity Fund.
Oversight and Reporting
  • 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 sale of non-core assets;
  • examination of progress reports prepared by the Executive Board;
  • examination of reports regarding management of key operating risks;
  • examination of the 2015 Internal Auditor report regarding efficiency of internal control and risk management system1 ;
  • examination of the Audit Committee progress report for 2015-2016 corporate year;
  • examination of Company’s progress report prepared by the General Director;
  • examination of progress reports with regard to the Enhanced Efficiency and Improved Performance Action Plan.
Other aspects
  • adoption of the related-party transactions2;
  • preliminary approval of Company’s transactions regarding alienation of immovables that are not used for production, transmission, dispatching, distribution of electric and thermal power;
  • preliminary approval of Company’s charity programs;
  • reshuffling of the Central Procurement Body;
  • approval of the Company’s HQ organizational structure;
  • approval of Company’s underwriters;
  • determination of the auditor fee.

In 2016 the Board of Directors has approved 31 related-party transactions. The Company had no transactions, recognized by the Federal Joint-Stock Companies’ Law as major transactions or subject to approval in a manner, designed by the Company’s Charter for major transactions.

Meeting attendance by the Board of Directors members:

Board of Directors Composition No. 1 (18.06.2015-06.06.2016)
Minutes of Board of Directors meetings No.
185 186 187 188 189 190 191 192 193 194 195 196 197 198 199 200 Total
Y.V. Goncharov
16/16 (100%)
Y.V. Yascheritsyna
16/16 (100%)
N.A. Ozhe
16/16 (100%)
Y.S. Tesis
16/16 (100%)
S.V. Verkhoturov
1/16 (6%)
E.R. Villevald
16/16 (100%)
S.G. Dregval
16/16 (100%)
S.M. Kataev
16/16 (100%)
P.N. Snikkars
11/16 (69%)
A.N. Fadeev
16/16 (100%)
R.N. Shulginov
15/16 (94%)
Board of Directors Composition No. 2 (06.06.2016-present day)
Minutes of Board of Directors meetings No.
201 202 203 204 205 206 207 208 209 210 211 212 213 214 Total
S.A. Semerikov
11/14 (79%)
A.N. Fadeev
14/14 (100%)
S.G. Dregval
14/14 (100%)
Y.V. Goncharov
14/14 (100%)
Y.V. Yascheritsyna
14/14 (100%)
N.A. Ozhe
14/14 (100%)
Y.S. Tesis
13/14 (93%)
P.N. Snikkars
12/14 (86%)
V.V. Sofyin
14/14 (100%)
A.V. Shevchuk
14/14 (100%)
R.A. Dmitrik
14/14 (100%)
ЦЕНТР ЗАГРУЗКИ
Здесь вы можете скачать полный отчет 2016, отдельные главы в формате PDF и наиболее важные таблицы в формате Excel.
1About company
1.1Mission and strategic goals
1.2Market share
1.3Key 2016 events
2Board of directors’ progress report
2.1Letter to stockholders
2.2Production capital formation
2.2.1Network exploitation
2.2.2Electricity transmission
2.2.3Technological connection
2.2.4Development of telecommunications and IT systems
2.2.5Investments
2.2.6Innovations
2.2.7Efficacy enhancement
2.3Financial capital formation
2.3.1Analysis of revenues and expenses
2.3.2Analysis of financial standing
2.3.3Analysis of receivables and payables
2.3.4Analysis of credit portfolio
2.3.5Description of tariff policy
3Corporate governance
3.1Corporate governance practices
3.2Corporate governance system
3.2.1General meeting of stockholders
3.2.2Board of Directors
3.2.3Board of directors’ committees
3.2.4General director and executive board
3.2.5Remuneration and compensation policy
3.3Oversight system
3.3.1Board of internal auditors
3.3.2Independent auditor
3.3.3Internal control
3.3.4Risk management
3.3.5Security and anti-corruption
3.4Investor and stockholder relations
3.4.1Shareholder capital structure
3.4.2 Shareholder rights
3.4.3The company and stock market
3.4.4Communications with market participants
3.4.5FAQ
3.4.6Allocation of profit
4Stakeholder
4.1Human resources management
4.2Customer support
4.3Supplier relationship management
4.4Public and goverment relations
4.5Environment protection
5Appendices
5.1Prepared under Russian accounting standards
5.2Prepared under international financial reporting standards
5.3Related-party transaction report
5.4Corporate governance code compliance report
5.5References
5.6Abbreviations and acronyms