Board of Directors

The BoD administers the Company’s activities, except for the issues referred to the GSM competence by the Federal Law “On Joint-Stock Companies” 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;
  • Convention of AGSMs and EGSMs as well as announcement of a new GSM date instead of a GSM that failed due to the lack of quorum;
  • Approval of GSM agenda;
  • Placement of bonds and other equity securities, except for the cases stipulated by the Russian legislation;
  • Approval of an issue decision, prospectus, issue report, reports on buy-back, reports on share retirement and reports on buy-back demand;
  • Determination of MB membership, election of MB members, remunerations and compensations paid to the MB members, pre-term termination of the powers, including pre-term termination of their labor contracts;
  • Approval of business plans (adjusted business plans), including investment program and completion reports as well as approval (adjustment) of target cash flow indicators;
  • Opening of branches and representative offices, their liquidation as well as introduction of amendments regarding opening of branches, representative offices (including alteration of their names and residence) and their liquidation into the Charter;
  • Determination of policy aimed at increasing reliability of grids and other grid assets, including approval of strategic programs on increasing reliability of the grids, grid development and security.

The Board of Directors consists of 11 persons. The BoD that functioned prior to June 25, 2010 was elected by the AGSM on June 19, 2009 (protocol #1 dd. 25.06.2009). It consisted of 11 members:

  1. Nikolai Nikolayevich SHVETS
    Born in 1956 The BoD Chairperson
    Education: Military Academy of General Staff (1997),
    Profession: Military History and Strategy.
    Since 2009 General Director at Holding IDGC, ОАО.
  2. Konstantin Vladimirovich SHEVCHENKO
    Born in 1977 Education: Drexel University (USA, 1998),
    Profession: Economy and Management.
    Since 2006 Director of Moscow representative office of EDM Electricity Distribution Management (Cyprus) Limited.
  3. Svetlana Andreevna MURAVYOVA
    Born in 1973 Education: Moscow State University (2008),
    Profession: Law.
    Since 2006 Head of Corporate Section at Moscow representative office of EDM Electricity Distribution Management (Cyprus) Limited.
  4. Sergey Nikolayevich POPOVSKY
    Born in 1971 Education: Krasnoyarsk Non-ferrous Metals Institute (1993),
    Profession: Survey and Research, CAD software.
    Since 2008 Deputy MB Chairperson at Market Council, NP.
  5. Valery Mukhamedovich SHOGENOV
    Born in 1981 Education: International University (Moscow, 2002),
    Profession: Law.
    Since 2008 Deputy Department Director at Russian Ministry for Energy.
  6. Sergey Nikolayevich IVANOV
    Born in 1961 Education: Moscow Engineer Physical Institute (1984),
    Profession: Theoretical nucleonics.
    Since 2008 First Deputy MB Chairperson at FSK UES, ОАО.
  7. Petr Mikhailovich EROKHIN
    Born in 1946 Education: Urals Polytechnics University (1969),
    Profession: Energy systems and grids.
    Since 2002 General Director of the Urals ODM branch of SO UES, ОАО.
  8. Valery Nikolayevich RODIN
    Born in 1952 Education: Urals Polytechnics Institute (1974),
    Profession: Thermal Plants.
    Since 2009 General Director at IDGC of Urals, ОАО.
    Share in the charter capital – 0.0081%.
  9. Andrei Borisovich LUKIN
    Born in 1970 Education: Saint Petersburg State Technical University (1994),
    Profession: Electromechanics. Electric units.
    Till 2009 Director (Head) of Strategy and Development Center at Holding IDGC, ОАО.
  10. Yuri Nikolayevich PANKSTYANOV
    Born in 1980 Education: State University of Management (2002),
    Profession: Management.
    Since 2008 Head of Tariff Department at Holding IDGC, ОАО.
  11. Aleksey Vladimirovich DEMIDOV
    Born in 1976 Education: Saint Petersburg Institute for Trading and Economics (1998),
    Profession: Accounting and Audit.
    Since 2009 Deputy General Director for Economics and Finance at Holding IDGC, ОАО.
  12. * 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.

The AGSM, held on June 25, 2010, elected the following BoD consisting of 11 members:

  1. Aleksey Vladimirovich DEMIDOV
    Born in 1976 The BoD Chairperson
    Education: Saint Petersburg Institute for Trading and Economics (1998),
    Profession: Accounting and Audit.
    Since 2009 Deputy General Director for Economics and Finance at Holding IDGC, ОАО.
    Share in the charter capital - none.
  2. Valery Mukhamedovich SHOGENOV
    Born in 1981 Education: International University (Moscow, 2002),
    Profession: Law.
    Since 2008 Deputy Department Director at Russian Ministry for Energy.
    Share in the charter capital - none.
  3. Petr Mikhailovich EROKHIN Born in 1946 Education: Urals Polytechnics University (1969),
    Profession: Energy systems and grids.
    Since 2002 General Director of the Urals ODM branch of SO UES, ОАО.
    Share in the charter capital - none.
  4. Valery Nikolayevich RODIN Born in 1952 Education: Urals Polytechnics Institute (1974), Profession: Thermal Plants.
    Since 2009 up to present General Director at IDGC of Urals, ОАО.
    Share in the charter capital – 0.0081%.
  5. Maksim Mikhailovich SAUKH Born in 1979 Education: Saint Petersburg Humanitarian University of Trade Unions (2001),
    Profession: Law.
    Since 2008 Deputy Head of Corporate Governance and Shareholder Relations Department at IDGC Holding, OAO.
    Share in the charter capital - none.
  6. Sergey Sergeevich EZIMOV Born in 1982 Education: Moscow State International Relations Institute (2004).
    Since 2006 Portfolio advisor at the branch of Wermuth Asset Management GmbH, OOO.
    Share in the charter capital – 0.003%.
  7. Pavel Vladilenovich GOLUBEV Born in 1962 Education: Omsk Polytechnic Institute (1984),
    Profession: Electrician.
    Since 2008 Head of Exploitation, Repairs and Maintenance Department at IDGC Holding, OAO.
    Share in the charter capital - none.
  8. Mikhail Viktorovich AZOVTSEV Born in 1978 Education: State University – High School of Economics (2002).
    Since 2004 Head of M&A Department at Integrated Energy Systems, ZAO.
    Share in the charter capital - none.
  9. Aleksei Veniaminovich BELSKY Born in 1976 Education: Udmurt State University (1998),
    Profession: Law.
    Since 2007 Head of Corporate Secretary Directorate at Integrated Energy Systems, ZAO.
    Share in the charter capital - none.
  10. Sergey Vyacheslavovich VASILYEV Born in 1975 Education: Lomonosov Moscow State University (1997),
    Profession: Law.
    Since 2008 Director for Legal Affairs, Head of Legal Department at IDGC Holding, OAO.
    Share in the charter capital - none.
  11. Konstantin Yuryevich PETUKHOV Born in 1971 Education: Altai State Technical University (1997).
    Since 2008 Director for Strategy and Development at IDGC Holding, OAO.
    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. The BoD sessions are arranged on a regular basis but no less than once a month.

In 2010 there were 16 BoD sessions. Among the most important resolutions adopted by the BoD in 2010 the following resolutions should be emphasized:

  • Approval of our 2010 business plan, including investment program (Protocol #67 dd. 07.04.2010);
  • vApproval of the Company’s Insurance Coverage Program for 2010 (Protocol #68 dd. 04.05.2010)
  • Approval of the Company’s collective agreement for 2010-2011 (Protocol #70 dd. 07.06.2010)
  • Approval of the Risk Management Policy and Internal Control Policy (Protocol #70 dd. 07.06.2010)
  • Election of new Committees’ membership (Protocol #72 dd. 03.08.2010);
  • Approval of the Regulations on Dividend Policy (Protocol #73 dd. 03.09.2010)
  • Election of a new registrar (Protocol #77 dd. 29.11.2010)
  • Approval of participation in the Union of Energy Auditors and Energy Service Companies, NP (Protocol #75 dd. 22.10.2010) and Market council arranging effective system of energy wholesale and retail (Protocol #78 dd. 29.12.2010)
  • Foundation of a 100% subsidiary – Energy Service Company of the Urals, ОАО (Protocol #78 dd. 29.12.2010)

The BoD also regularly reviews CEO’s reports on various issues and the execution of BoD resolutions. In 2010 the BoD approved 47 interested-party transactions. The review of such transactions is disclosed in the Appendix to the report. There were no transactions acknowledged by the Federal Law “On Joint-Stock Companies” as major as well as other transactions which are, under the Charter, subject to major transaction approval procedure in 2010.

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 on 30.04.2008. 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). Participating in an extramural session, a BoD member earns 8 minimum monthly tariff rates of a 1st grade worker, stipulated by the sector tariff agreement, as of session date (intramural session - 10 tariff rates). The BoD Chairperson remuneration increases by 50%.
  2. Additional remuneration for net profit according to RAS statements, approved by the AGSM.
  3. Additional remuneration for capitalization increase, occurred during the BoD terms of office.

Total remunerations, paid to the BoD members in 2010, totaled RUR 4 885 656, including the BoD, active prior to the AGSM, held on June 25, 2010 – RUR 2 451 696 (13% personal income tax – RUR 318 720.48) and the BoD, active after June 25, 2010 – RUR 2 433 960 (13% personal income tax – RUR 316 414.8).

* 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.