Corporate governance practices
The Company interprets corporate governance as a set of processes fostering management and oversight of its operations and encapsulating relations between stockholders, Board of Directors and executive bodies in the best interests of stockholders. The Company views corporate governance as a tool to enhance its performance efficiency and reputation and reduce the cost of capital.
Our corporate governance is premised on the principles, described below:
|Accountability:||Our bylaw stipulates accountability of the Company’s Board of Directors to all stockholders in line with the Russian laws and serves as guidance for the Board of Directors in formulating the strategy and administering executive bodies of the Company.|
|Fairness:||The Company is voluntarily committed to protect stockholder rights and enforce equal treatment of all stockholders. The Board of Directors affords all stockholders an opportunity of viable defense if their rights are disregarded.|
|Transparency:||The Company enforces just-in-time disclosure of reliable information regarding all corporate events or actions, including but not limited to its financial position, performance, ownership structure and management, and oversees that any stakeholder has an unhindered access to such information.|
|Responsibility:||The Company recognizes its liability to all stockholders of the Company.|
Its corporate governance practices kept upgraded, the Company keeps its fingers on the pulse of corporate governance trends evolving in Russia. The Company highlights the importance of the Corporate Governance Code, adopted and enforced by the Central Bank since 2014. Principles and recommendations of the Code set the bar high and serve as a guidemark for further development of corporate governance system by the Company. We also focus hard on regulatory requirements to reflect them in our corporate governance practices.
The corporate governance practice of IDGC of Urals (OAO) features the following positive aspects through the lens of the protection of stockholder rights:
- Information for the annual general meeting of stockholders is posted on the Company’s web-site;
- The Company has successfully paid dividends for 2010-2015;
- To determine dividend payments, the Company focuses on RAS net profit figures;
- RSM RUS (OOO), a known leader in auditor and advisory services operating in Russia since 1992, elected on a competitive basis, was hired to audit the Company’s RAS and IFRS financials statements.
The corporate governance practice of IDGC of Urals (OAO) features the following positive aspects through the lens of management and oversight bodies:
- Independent directors are elected to the Board of Directors;
- Meetings of the Board of Directors are conducted regularly, attended by a sufficient number of participants and consistent with previously adopted action plan;
- The preparation procedure for meetings of the Board of Directors provides the Board of Directors members with the opportunity to properly prepare for a meeting;
- We have set up 5 committees (Audit Committee, Personnel and Remunerations Committee, Strategy and Development Committee, Reliability Committee, Technological Connection Committee) to be governed by the relevant Regulations;
- The Company has set up a unit performing internal audit functions – Internal Audit Department – that is responsible to the Board of Directors;
- The Company has set up a unit, liable for key risk management functions.
The financial and non-financial information disclosure practice features the following positive aspects:
- The Company’s web-site is regularly maintained and updated with large quantities of useful information on the Company and its performance;
- The Company discloses information on its major stockholder with 51.52% interest in the Company’s capital;
- The Company discloses detailed information on members of the Board of Directors and Executive Board of the Company;
- The Company discloses all mandatory forms of financial (accounting) statements prepared under International Financial Reporting Standards (IFRS ) and Russian Accounting Standards (RAS).
Corporate social responsibility and sustainable development of IDGC of Urals (OAO) features the following positive aspects:
- The Company has adopted bylaws regulating corporate social responsibility matters;
- IDGC of Urals (OAO) has adopted the Corporate Ethics Code that envisages mission, values, principles of intracorporate conduct, principles of relations with stakeholders, conservation of resources and assets of the Company;
- The Company implements corporate social projects for IDGC of Urals (OAO) employees and their families, people residing in regions where the Company operates as well as charity and sponsorship programs;
- The Company’s operations are certified for compliance with ISO 9001, 14001, 50001 and OHSAS 18001.
Compliance with the principles of the Corporate Governance Code 1 is presented in the figure below:
|Aspects||Principles, recommended by the Code||Principles complied with in full||Principles complied with in part||Principles that are not complied with by the Company|
|Rights of stockholders and equal treatment of stockholders in the exercising of their rights||13||11||2||0|
|Board of Directors||36||13||14||9|
|Risk Management and Internal Control System||6||6||0||0|
|Information disclosure, information policy||7||5||2||0|
|Significant and important corporate actions and events||5||4||0||1|
Examine Appendix No.3 for more details on the Company’s compliance with the principles and recommendations of the Corporate Governance Code.