BOARD OF DIRECTORS OF THE COMPANY
The Board of Directors is a collegial governing body that performs general management of the Company’s activities, oversees the activities of the Company’s executive bodies, as well as the execution of resolutions of the General Meeting of Shareholders and the safeguarding of the legitimate interests of the Company’s shareholders in accordance with the requirements of the legislation of the Russian Federation. The Board of Directors is governed by the laws of the Russian Federation, the Articles of Association, and the Regulations on the Board of Directors of PJSC Rosseti SouthApproved by decision of the Annual General Meeting of Shareholders on 29 May 2020 (Minutes No. 22 dated 2 June 2020), read more on the Company’s official website..
Performance Results of the Board of Directors in the reporting year
In 2023, 49 meetings of the Company’s Board of Directors were held, of which three were held in absentia via videoconference. The Board of Directors reviewed 189 issues at its meetings in 2023.
First and last name of the Board member | Total number of meetings to be attended by a Board member | Total number of meetings attended by a Board member, % |
|---|---|---|
Members of the Board of Directors who served on the Board throughout 2023 | ||
Daniil Krainskiy | 49 | 49/100 |
Maria Dokuchaeva | 49 | 49/100 |
Vitaliy Zarkhin | 49 | 49/100 |
Konstantin Kravchenko | 49 | 49/100 |
Maria Korotkova | 49 | 49/100 |
Maria Tikhonova | 49 | 49/100 |
Oleg Klinkov | 49 | 49/100 |
Alexander Kazakov | 49 | 49/100 |
Ekaterina Nikitchanova | 49 | 49/100 |
Boris Ebzeev | 49 | 49/100 |
Members of the Board of Directors from 01.01.2023 to 08.06.2023 | ||
Alexey Polinov | 17 | 17/100 |
Members of the Board of Directors from 09.06.2023 to 31.12.2023 | ||
Natalia Paramonova | 32 | 32/100 |
Topic | 2021 | 2022 | 2023 |
|---|---|---|---|
Business planning investment projects | 25 | 20 | 21 |
Financial and credit policy | 20 | 16 | 15 |
Core activities, key programmes | 25 | 26 | 28 |
Management of non-core assets, property transactions | 12 | 11 | 12 |
Corporate governance, management of subsidiaries on key issues | 65 | 52 | 51 |
Sustainable development (ESG) | 26 | 27 | 33 |
Human resources issues, performance evaluation and management remuneration | 8 | 12 | 13 |
Internal audit, internal control and risk management | 14 | 10 | 12 |
Major transactions, related-party transactions | 5 | 8 | 4 |
Preliminary consideration of issues by the Management Board and dedicated committees of the Board of Directors
In order to ensure efficient work of the Board of Directors of the Company, the Management Board and dedicated committees of the Company ensured the elaboration and submission of recommendations (opinions) to the Board of Directors of the Company on issues within their remit.
Thus, out of 189 issues reviewed by the Board of Directors, 169 issues (89.4%) were preliminarily reviewed by the Company’s Management Board, 19 issues (10.0%
Significant resolutions of the Company’s Board of Directors in the reporting year Full texts of resolutions of the Company’s Board of Directors adopted in 2023 can be found on the Company’s official website.
In the reporting year, the Board of Directors of the Company approved the following key programmes and plans:
- Digital Transformation Programme of PJSC Rosseti South for
2020–2030 (ESG) - Programme for Modernisation (Renovation) of Power Grid Facilities of PJSC Rosseti South for
2023–2027 (ESG) - Programme to reduce electricity losses in the power grid complex of PJSC Rosseti South for 2023 and until 2027
- Action Plan for the transition of PJSC Rosseti South to the predominant use of domestic software for
2022–2024 (ESG) - Roadmap for the implementation of customer service quality standards for PJSC Rosseti South (ESG)
- A new version of the Programme for Disposal of Non-core Assets of PJSC Rosseti South
- Plan for the development of the production asset management system of PJSC Rosseti South for
2022–2024 (ESG) - Resource Plan of PJSC Rosseti South for
2022–2024 (ESG) - Procurement plan of PJSC Rosseti South for 2024 (ESG)
- PCB-containing equipment decommissioning plan of PJSC Rosseti South for
2023–2024 (ESG) - Roadmap for the development of additional (non-tariff) services of PJSC Rosseti South
- Insurance Coverage Programme of PJSC Rosseti South for 2024 (ESG)
- A new version of the action plan for the professional development of internal auditors at PJSC Rosseti South
In addition, last year the Company’s Board of Directors reviewed and approved the Company’s business plan for 2024 and forecast indicators for
In 2023, the Company’s Board of Directors approved the following most important documents:
- Regulations on the Placement of Temporarily Available Funds of PJSC Rosseti South
- Regulations on the rearrangement of facilities of PJSC Rosseti South initiated by third parties
- Risk Management and Internal Control Policy of PJSC Rosseti South
- A new version of the Company’s Internal Audit Policy
- Regulations on Labour Remuneration and Material Incentives for High-Ranking Executives of PJSC Rosseti South
- List of positions included in the category of the Company’s high-ranking executives
- Anti-corruption Policy of PJSC Rosseti South (ESG)
- Customer Service Quality Standard of PJSC Rosseti South (ESG)
- Regulations on the corporate identity management of PJSC Rosseti South
- Quality Policy of PJSC Rosseti South (ESG)
- Preferred risk (risk appetite) of PJSC Rosseti South
- List of KPIs and FKPIs of PJSC Rosseti South and their target values for 2023, 2024 and 2025
- Interim target values of KPIs and FKPIs of PJSC Rosseti South for each quarter of 2023 on an accrual basis from the beginning of 2023
- Calculation procedure for KPIs and functional KPIs of PJSC Rosseti South’s management personnel
- Minimum and maximum values of KPIs and FKPIs of PJSC Rosseti South for 2023, which are factored in when considering remuneration to the management of PJSC Rosseti South
- Regulations on the Protection of Insider Information of PJSC Rosseti South (ESG)
- Sustainable Development Policy of PJSC Rosseti (ESG)
- Climate Change Policy of PJSC Rosseti (ESG)
In 2023, the Company’s Board of Directors reviewed the following progress reports on sustainable development programmes:
- On the implementation of the action plan for the transition of PJSC Rosseti South to the predominant use of domestic software for
2022–2024 for the 2nd half of 2022 and 2022 - On the results of anti-corruption monitoring of PJSC Rosseti South for 2022
- On securing insurance coverage for PJSC Rosseti South for 2022
- On the implementation of the plan for the development of the production asset management system of PJSC Rosseti South for
2022–2024 (ESG) in 2022 - On compliance with the Regulations on the Information Policy of PJSC Rosseti South for 2022
- On the implementation of measures under the Digital Transformation Programme of PJSC Rosseti South for
2020–2030 for 2022 and the first quarter of 2023 - On the implementation of the Innovative Development Programme of PJSC Rosseti South for 2022
- On the implementation of the Charging Infrastructure Development Programme of PJSC Rosseti South until 2025 for 2022
- On the execution of the procurement plan of PJSC Rosseti South for 2022
In
At the end of 2023, 53 of the orders issued by the Board of Directors of the Company remained to be executed. These instructions are of a regular nature.
PERFORMANCE REVIEW OF THE BOARD OF DIRECTORS
Performance evaluation of the Board of Directors and Committees under the Board of Directors of the Company is based on the new edition of the Methodology for Evaluation of the Board of Directors and Committees under the Board of Directors of the Company approved by the Board of DirectorsApproved by the Board of Directors of the Company on 17 March 2020 (Minutes No. 364/2020)..
According to the Methodology, there are the following methods of assessment: internal assessment
Assessment of the Board of Directors | Type of assessment | Organiser |
|---|---|---|
Self-assessment | Corporate Governance and Shareholder Relations Department | |
External assessment | JSC VTB Registrar | |
Self-assessment | Corporate Governance and Shareholder Relations Department |
Self-assessment of the Board of Directors’ performance for the 2022/2023 corporate year
In April 2023, the Board conducted an anonymous evaluation of its performance (including an individual evaluation) and the performance of the Company’s committees for the 2022/2023 corporate year.
Self-assessment used a combination of subjective and objective assessments.
Subjective assessment was carried out by each member of the Board of Directors by filling in questionnaires in which they expressed their subjective opinion on the practice of the Board of Directors and the Committees under the Board of Directors.
The objective assessment involved a review of the Company’s internal documents, including action plans and minutes of meetings of the Board of Directors and committees under the Board of Directors.
The assessment covered:
- Assessment of the effectiveness of the Board of Directors as a whole
- Individualised assessment of the Board of Directors
- Evaluation of the effectiveness of each Committee under the Board of Directors
- Evaluation of the effectiveness of the Chairman of the Board of Directors
In the questionnaires, members of the Board of Directors and committees reflected their position on certain evaluation criteria and gave suggestions for improving the work of the Board of Directors and its committees.
The overall performance score of the Board of Directors of PJSC Rosseti South for the 2022/2023 corporate year was 4.8 (‘more likely complies’ with the recommendations contained in international and Russian standards of best corporate governance practices).
The results of the self-assessment of the work of the Board of Directors and Board Committees for the 2022/2023 corporate year were reviewed by the Company’s Board of Directors on 7 June 2023 (Minutes No. 525/2023).
There should be noted an increase of 0.1 point compared to the Board’s self-assessment of the 2020/2021 corporate year.
Assessment criterion | Results of subjective self-assessment (average score)The assessment was based on a five-point scale. | |
|---|---|---|
2022/2023 | 2020/2021 | |
| 1. Performance of key functions in the Company's management by the Board of Directors | 4.7 | 4.6 |
| 1.1. Formation and control over the implementation of the Company's development strategy | 4.8 | 4.7 |
| 1.2. Definition of principles and approaches to organizing internal audit, risk management systems and internal control | 4.7 | 4.7 |
| 1.3. Assessment of the effectiveness of senior management and implementation of an effective motivation system | 4.6 | 4.5 |
| 1.4. Ensuring the preservation of the Company's assets | 4.8 | 4.5 |
| 2. Composition and structure of the Board of Directors | 4.9 | 4.8 |
| 3. Work organisation of the Board of Directors | 4.8 | 4.7 |
| 4. Chairman of the Board of Directors | 4.9 | 4.7 |
| 5. Audit Committee | 4.9 | 5.0 |
| 6. Personnel and Remuneration Committee | 4.5 | 3.9 |
| 7. Strategy Committee | 4.8 | 4.7 |
| 8. Reliability Committee | 4.8 | 4.9 |
| 9. Grid Connection Committee | 5.0 | 4.8 |
Total score | 4.8 | 4.7 |
Independent assessment
Based on the results of the 2021/2022 corporate year, an independent (external) evaluation of the Board of Directors and Board Committees was conducted in 2022 with the participation of JSC VTB Registrar, an independent consultant selected through competitive procedures established in the Company.
JSC VTB Registrar conducted the assessment through a questionnaire survey of Board members and Board committees, which included questions to assess the experience, knowledge, business reputation, conflict of interest and performance of each member of the Board of Directors and its committees.
Outcomes of the independent assessment:
- Board of
Directors – 4.49 - Chairman of the Board of
Directors – 4.67 - Members of the Board of
Directors – 4.99 (average score, all 11 members of the Board of Directors) - Committees of the Board of
Directors – 4.82 (average score, four committees)
The minimum score from the above (4.49 on a scale of 1 to 5) corresponds to an advanced level of development of the Board of Directors and Board Committees.
The results of the assessment showed a high quality of work of the Company’s Board of Directors:
- Activities of the Board of Directors and Committees of the Board of Directors are well organised and comply with the Company’s strategic principles and partially with the key recommendations of the Corporate Governance Code
- The structure of the Board of Directors and its committees fully corresponds to the Company’s needs, its scale and level of business complexity
- The Board of Directors is well balanced in terms of its composition and set of skills, its structure is optimal, and attendance of Board meetings by its members is high
- There is potential to improve the efficiency of the Board of Directors by increasing the proportion of in-person meetings against absentee voting
- The Chairman of the Board of Directors efficiently runs the meetings
- Interaction between members of the Board of Directors and the Board Committees is at a high level
- Organisational and information support for the work of the Board of Directors and Board Committees was to a high standard
- The memorandum of the controlling shareholder of PJSC Rosseti is duly disclosed
COMPOSITION OF THE BOARD OF DIRECTORS
The Board of Directors is elected annually by the General Meeting of Shareholders for a term until the next Annual General Meeting of Shareholders and consists of 11 persons. Such quantitative composition of the Board of Directors optimally corresponds to the current goals and objectives of the Company, industry practice and allows to ensure the necessary balance of competences, knowledge and experience among the members of the Board of Directors.
In 2023, there were two compositions of the Board of Directors elected by the Annual General Meetings of Shareholders on 16 June 2022 and 9 June 2023.
According to the results of the Annual General Meeting of Shareholders in 2023, the personal composition of the Board of Directors changed by 9% (one new member of the Board of Directors was elected). Furthermore, the ratio of persons nominated to the Board of Directors by the majority shareholder, PJSC Rosseti, and the minority shareholder, the Russian Prosperity Fund, and elected to the Board of Directors remained unchanged at 10 to 1, respectively.
The Board of Directors of the Company acting as of the end of 2023 was composed of the following members.
Full name | Status on the Board of Directors | Key competences | Participation in the Committee of the Board of Directors | Nominated by | Year of first election |
|---|---|---|---|---|---|
Chairman of the Board of Directors | |||||
Daniil Krainskiy | Non-Executive Director | Law, corporate governance, property management, ESG | Member of the Strategy Committee | PJSC Rosseti | 2021 |
Members of the Board of Directors | |||||
Maria Dokuchaeva | Non-Executive Director | Public and media relations | – | PJSC Rosseti | 2022 |
Vitaliy Zarkhin | Independent Director | Strategic planning and development, finance, corporate governance, ESG | Member of the Strategy Committee, Member of the Reliability Committee | The Russian Prosperity Fund | 2019 |
Alexander Kazakov | Independent Director | Industrial organisation and management, strategic planning, finance, audit, corporate governance, ESG | Member of the Audit Committee | PJSC Rosseti | 2021 |
Oleg Klinkov | Non-Executive Director | Technological development, customer service | Members of the Grid Connection Committee | PJSC Rosseti | 2021 |
Maria Korotkova | Independent Director | Enterprise management, strategic planning, finance, audit, ESG | Chairman of the Audit Committee, member of the Strategy Committee | PJSC Rosseti | 2020 |
Konstantin Kravchenko | Non-Executive Director | Information technology development, grid digitalisation, ESG | – | PJSC Rosseti | 2022 |
Ekaterina Nikitchanova | Independent Director | Corporate governance, law, ESG | Member of the Personnel and Remuneration Committee | PJSC Rosseti | 2021 |
Natalia Paramonova | Non-Executive Director | Business planning, finance, ESG | – | PJSC Rosseti | 2023 |
Maria Tikhonova | Non-Executive Director | Corporate governance, property management | – | PJSC Rosseti | 2022 |
Boris Ebzeev | Executive Director | Strategic planning and development, power generation and transmission technologies, law, ESG | – | PJSC Rosseti | 2015 |
CHAIRMAN OF THE BOARD OF DIRECTORS
The Chairman of the Board of Directors is elected by the members of the Board of Directors of the Company from among them by a simple majority of votes. The Board of Directors may at any time re-elect the Chairman of the Board of Directors by a majority of votes of the total number of Board members. The Chairman of the Board of Directors discharges the functions stipulated by the Regulations on the Board of Directors of the Company.
Daniil Krainskiy was elected Chairman of the current Board of Directors.
During the independent assessment of the Board of Directors for the 2021/2022 corporate year, the performance of D. Krainskiy as Chairman of the Board of Directors was highly appreciated by the members of the Board of Directors, including the quality of work organisation of the Board of Directors, the quality of moderation of in-person meetings of the Board of Directors, contribution to ensuring effective communication between the Board members, the Board of Directors and the management, creation of a constructive working environment of the Board of Directors.
INDEPENDENT DIRECTORS
The Corporate Governance Code of the Bank of Russia stipulates that the Board of Directors should include a sufficient number of independent directors. The Company believes it is important to have independent directors as part of the Board of Directors.
In order to ensure compliance of PJSC Rosseti South with the recommendations of the Corporate Governance Code of the Bank of Russia, and considering the necessary grounds, the Board of Directors of the Company decided two times (on 5 August 2022 and 5 October 2023, Minutes No. 493/2022 and No. 546/2023, respectively) to declare members of the Board of Directors of the
The existing structure of the Board of Directors ensures its appropriate independence from the Company’s management and, thus, the proper control over its operations. In particular, Rosseti South’s Board of Directors includes only one representative of the Company’s
The Senior Independent Director of the Company is not elected. But it shall be noted that it is not a common practice for Russian companies, both private and publicly owned, to appoint an independent director as the Chairman of the Board of Directors.
Induction of new Board members
The Regulations on the Board of Directors stipulate that first-time elected members of the Board of Directors are provided with an opportunity to get an insight into the Company’s strategy, the corporate governance system adopted by the Company, the risk management and internal control system, the distribution of responsibilities between the Company’s executive bodies and other essential information on the Company’s production, financial and economic activities.
PJSC Rosseti South Order No. 724 dated 27 November 2023 approved the guidelines on induction of newly elected member(s) of the Board of Directors, Committees of the Board of Directors of PJSC Rosseti South. Members of the Company’s Board of Directors elected in 2023 were made aware of these guidelines.
The induction of newly elected members of the Board of Directors includes the following activities:
- Familiarisation with the Articles of Association and key internal documents of the Company
- Familiarisation with rights, duties and responsibilities, disclosure of information on the Company’s activities and organisation of the Board work
- Familiarisation with the activities of the Company and the Board of Directors, including meetings with the Chairman of the Board of Directors, executive bodies, and the Company’s management, as well as visits to the Company’s power grid facilities and detailed answers to all questions of interest
D&O INSURANCE OF BOARD MEMBERS
Period | 2021 | 2022 | From 01.01.2023 to 24.09.2023 |
|---|---|---|---|
Insurer | JSC AlfaStrakhovanie | JSC AlfaStrakhovanie | JSC AlfaStrakhovanie |
Amount of insurance, RUB | 300,000,000.00 | 300,000,000.00 | 300,000,000.00 |
Insurance premium, RUB | 4,850,000.00 | 7,400,000.00 | 5,413,150.69 |
Starting from 25 September 2023, D&O insurance was provided under the liability insurance contract concluded between PJSC Rosseti and the leader of the collective participant, Joint Stock Company Insurance Company of the Gas Industry (JSC SOGAZ), acting on behalf of the consortium members: Joint Stock Company VSK Insurance, Joint Stock Company AlfaStrakhovanie and Limited Liability Company Sberbank Insurance.
REGULATION OF CONFLICTS OF INTEREST OF A BOARD MEMBER
In accordance with the Regulations on the Board of Directors, Board members shall refrain from actions that will or may lead to a conflict between their interests and the interests of the Company.
If a potential conflict of interest arises for a Board member, in particular, if there is an interest in a transaction by the Company, such Board member shall immediately notify the Board of Directors of the Company and shall in any case put the interests of the Company above his/her own interests. Such notification shall, in any case, be made prior to the discussion of the matter, on which such Board member has a conflict of interest, at a meeting of the Board of Directors.
CVS OF THE MEMBERS OF THE BOARD OF DIRECTORS
The composition of the Board of Directors is balanced, considering the key skills of its members required for their efficient performance. The Board of Directors’ members are qualified in accounting and corporate finance, strategic management, corporate governance, as well as areas specific for the Company’s operations.
The current composition of the Board of Directors of the Company as of 31 December 2023 was elected by the Annual General Meeting of Shareholders on 9 June 2023 (Minutes No. 26 dated 13 June 2023). All members of the Company’s Board of Directors are citizens of the Russian Federation.
The Board members are elected through a transparent procedure that allows shareholders to obtain information about candidates that is sufficient to gain an understanding of their personal and professional qualities.
Information materials for meetings (including information on candidates) shall be posted on the Company’s website in Russian and English.
Members of the Company’s Board of Directors have significant managerial and industry experience, have competent authority in the electric power industry, and make valuable contributions to the work of the Board of Directors and its Committees.
Chairman of the Board of Directors
General information on a member of the Board of Directors of PJSC Rosseti South | |
|---|---|
Year of birth | 1979 |
Information on education (year, university, qualification, major) | Higher 2002, Moscow State Law Academy, Lawyer qualification, major in Jurisprudence |
Primary employment, position | PJSC Rosseti, Deputy General Director for Legal Support |
Participation in governing and controlling bodies | |||
|---|---|---|---|
Period | Organisation | Position | |
from | to | ||
2017 | 2023 | Public Joint Stock Company Rosseti | Deputy General Director for Legal Support, formerly Counsellor, Chief Counsellor |
2018 | present time | Public Joint Stock Company Rosseti Lenenergo | Counsellor to the General Director (part-time), previously Deputy General Director for Legal and Corporate Governance |
2020 | present time | Public Joint-Stock Company Federal Grid Company — Rosseti | Deputy General Director for Legal Support (formerly part-time) |
2018 | 2022 | Joint Stock Company Lenenergo Energy Service Company | Chairman of the Board of Directors |
2018 | present time | Public Joint Stock Company Rosseti Lenenergo | Member of the Board of Directors |
2019 | present time | Public Joint Stock Company Rosseti Lenenergo | Member of the Management Board |
2020 | present time | Public Joint Stock Company Rosseti Urals | Member of the Board of Directors, Chairman of the Board of Directors |
2020 | 2023 | Public Joint Stock Company Rosseti Siberia | Member of the Board of Directors |
2020 | 2023 | Public Joint Stock Company Rosseti Centre | Member of the Board of Directors |
2020 | 2023 | Public Joint Stock Company Rosseti Northern Caucasus | Member of the Board of Directors |
2020 | present time | Public Joint Stock Company Rosseti Moscow Region | Member of the Board of Directors |
2020 | present time | Limited Liability Company Energotrans | Member of the governing bodies (Board of Directors, Management Board) of the management organisation (PJSC Rosseti Lenenergo) |
2021 | present time | Public Joint Stock Company Rosseti South | Chairman of the Board of Directors |
2021 | 2023 | Joint Stock Company Rosseti Tyumen | Member of the Board of Directors |
2021 | 2023 | Joint Stock Company Rosseti Yantar | Member of the Board of Directors |
2021 | 2023 | Joint Stock Company Rosseti Siberia Tyvaenergo | Member of the Board of Directors |
2021 | 2023 | Joint Stock Company Rosseti Digital | Member of the Board of Directors |
2021 | 2023 | Joint Stock Company Real Estate EC UES | Chairman of the Board of Directors |
2021 | 2023 | Public Joint Stock Company Rosseti Volga | Member of the Board of Directors |
2021 | 2022 | Public Joint Stock Company Rosseti North-West | Member of the Board of Directors |
2021 | present time | Public Joint Stock Company Rosseti Kuban | Chairman of the Board of Directors |
2021 | 2023 | Public Joint Stock Company Tomsk Distribution Company | Member of the Board of Directors |
2021 | 2023 | Joint-Stock Company Scientific and Technical Centre of the Federal Grid Company of the Unified Energy System | Member of the Board of Directors |
2022 | 2023 | Joint Stock Company Engineering and Construction Management Centre of the Unified Energy System | Member of the Board of Directors |
2022 | 2023 | Public Joint-Stock Company Federal Grid Company — Rosseti | Member of the Board of Directors |
2022 | 2023 | Public Joint Stock Company Rosseti | Member of the Management Board |
2022 | present time | Public Joint-Stock Company Federal Grid Company — Rosseti | Member of the Management Board |
2023 | present time | Joint Stock Company Energetik | Chairman of the Board of Directors |
Date of the first election to the Company’s Board of Directors | 02.06.2021 | ||
Date of first election as Chairman of the Board of Directors of PJSC Rosseti South | 28.06.2021 | ||
General information on a member of the Board of Directors of PJSC Rosseti South | |
|---|---|
Year of birth | 1979 |
Educational background | Higher 2000, Lomonosov Moscow State University, Bachelor qualification, major in Economics 2002, Lomonosov Moscow State University, Master qualification, major in Management |
Primary employment, position | PJSC Rosseti, Chief Counsellor |
Participation in governing and controlling bodies | |||
|---|---|---|---|
Period | Organisation | Position | |
from | to | ||
2018 | 2021 | Public Joint Stock Company Novatek | Press Secretary |
2021 | 2023 | Public Joint Stock Company Rosseti | Chief Counsellor |
2023 | present time | Public Joint-Stock Company Federal Grid Company — Rosseti | Chief Counsellor |
2022 | present time | Public Joint Stock Company Rosseti Centre | Member of the Board of Directors |
2022 | present time | Public Joint Stock Company Rosseti South | Member of the Board of Directors |
Date of the first election to the Company’s Board of Directors | 16.06.2022 | ||
General information on a member of the Board of Directors of PJSC Rosseti South | |
|---|---|
Year of birth | 1976 |
Educational background | Higher 1998, State 2000, State |
Primary employment, position | Currently unemployed |
Participation in governing and controlling bodies | |||
|---|---|---|---|
Period | Organisation | Position | |
from | to | ||
2019 | 2021 | Public Joint Stock Company Enel Russia | Member of the Board of Directors |
2019 | present time | Public Joint Stock Company Rosseti Centre and Volga Region | Member of the Board of Directors |
2019 | present time | Public Joint Stock Company Rosseti Centre | Member of the Board of Directors |
2019 | present time | Public Joint Stock Company Rosseti South | Member of the Board of Directors |
2021 | 2023 | Public Joint Stock Company Rosseti Siberia | Member of the Board of Directors |
2022 | 2023 | Public Joint Stock Company EL5-Energo | Member of the Board of Directors |
Date of the first election to the Company’s Board of Directors | 31.05.2019 | ||
Independent Director pursuant to the decision of the Board of Directors of PJSC Rosseti South dated 05.10.2023 (Minutes of the Meeting of the Board of Directors No. 546/2023) | |||
General information on a member of the Board of Directors of PJSC Rosseti South | |
|---|---|
Year of birth | 1948 |
Educational background | Higher 1971, Sergo Ordzhonikidze Moscow Engineering and Economic Institute, Engineering Economist qualification, major in Economics and Organisation of Machine-Building Industry Academic degree: Doctor of Economics |
Primary employment, position | Currently unemployed |
Participation in governing and controlling bodies | |||
|---|---|---|---|
Period | Organisation | Position | |
from | to | ||
2011 | 2019 | Open Joint Stock Company Far Eastern Energy Management Company | Chairman of the Board of Directors, member of the Board of Directors |
2018 | 2021 | Public Joint Stock Company Rosseti Centre | Chairman of the Board of Directors, member of the Board of Directors |
2018 | present time | Public Joint Stock Company Rosseti Centre and Volga Region | Chairman of the Board of Directors, member of the Board of Directors |
2020 | 2021 | Public Joint Stock Company Rosseti Volga | Member of the Board of Directors |
2022 | present time | Public Joint Stock Company Rosseti Volga | Member of the Board of Directors |
2021 | present time | Public Joint Stock Company Rosseti Kuban | Member of the Board of Directors |
2021 | present time | Public Joint Stock Company Rosseti South | Member of the Board of Directors |
Date of the first election to the Company’s Board of Directors | 31.08.2021 | ||
Independent Director pursuant to the decision of the Board of Directors of PJSC Rosseti South dated 05.10.2023 (Minutes of the Meeting of the Board of Directors No. 546/2023) | |||
General information on a member of the Board of Directors of PJSC Rosseti South | |
|---|---|
Year of birth | 1972 |
Educational background | Higher 1994, Military Space Engineering Academy named after n.a. Mozhaisky, Electrical Engineer qualification, major in Automatic Control Systems for Aircraft |
Primary employment, position | PJSC Rosseti, Director for Customer Relations, Head of the Technological Development Department |
Participation in governing and controlling bodies | |||
|---|---|---|---|
Period | Organisation | Position | |
from | to | ||
2015 | 2022 | Public Joint Stock Company Federal Grid Company of the Unified Energy System | Head of the Technological Development Department, Director for Consumer |
2020 | 2022 | Public Joint Stock Company Rosseti | Director for Customer |
2022 | present time | Public Joint-Stock Company Federal Grid Company — Rosseti | Director for Customer Relations, Head of the Technological Development Department |
2021 | 2023 | Open Joint Stock Company Tomsk Main Power Grids | Member of the Board of Directors |
2021 | present time | Public Joint Stock Company Rosseti South | Member of the Board of Directors |
2023 | present time | Public Joint Stock Company Rosseti Siberia | Member of the Board of Directors |
2023 | present time | Public Joint Stock Company Rosseti Siberia Tyvaenergo | Member of the Board of Directors |
Date of the first election to the Company’s Board of Directors | 31.08.2021 | ||
General information on a member of the Board of Directors of PJSC Rosseti South | |
|---|---|
Year of birth | 1984 |
Educational background | Higher 2006, N.I. Lobachevsky Nizhny Novgorod State University, Manager qualification, major in Management of Organisations |
Primary employment, position | LLC Technoinnovation, Development Director |
Participation in governing and controlling bodies | |||
|---|---|---|---|
Period | Organisation | Position | |
from | to | ||
2013 | 2021 | Limited Liability Company MKS | Director |
2017 | 2023 | Public Joint Stock Company Rosseti Volga | Member of the Board of Directors |
2020 | present time | Public Joint Stock Company Rosseti South | Member of the Board of Directors |
2021 | present time | Limited Liability Company Technoinnovation | Development Director |
2021 | present time | Public Joint Stock Company Rosseti Centre | Member of the Board of Directors |
Date of the first election to the Company’s Board of Directors | 29.05.2020 | ||
Independent Director pursuant to the decision of the Board of Directors of PJSC Rosseti South dated 05.10.2023 (Minutes of the Meeting of the Board of Directors No. 546/2023) | |||
General information on a member of the Board of Directors of PJSC Rosseti South | |
|---|---|
Year of birth | 1973 |
Educational background | Higher 1995, Voronezh State Technical University, Design and Process Engineer qualification, major in Design and Technology of Power Grid Regions Academic degree: Candidate of Technical Sciences |
Primary employment, position | PJSC Rosseti, Deputy General Director for Digital Transformation |
Participation in governing and controlling bodies | |||
|---|---|---|---|
Period | Organisation | Position | |
from | to | ||
2018 | 2020 | Moscow Representative Office of Joint Stock Company F.E. Dzerzhinsky Uralvagonzavod Research and Production Corporation | IT Director at the Corporate Governance |
2020 | 2021 | Joint Stock Company Uralvagonzavod Concern | Deputy General Director for Information Technologies |
2021 | 2023 | Public Joint Stock Company Rosseti | Chief Counsellor, Deputy General Director for Digital Transformation |
2021 | 2022 | Public Joint Stock Company Federal Grid Company of the Unified Energy System | Chief Counsellor to the General Director, Acting Deputy General Director for Digital Transformation (part-time) |
2022 | present time | Public Joint-Stock Company Federal Grid Company — Rosseti | Deputy General Director for Digital Transformation (formerly part-time) |
2021 | 2023 | Joint Stock Company Rosseti Digital | Acting General Director (part-time) |
2021 | present time | Joint Stock Company Chitatekhenergo | Member of the Board of Directors |
2021 | present time | Joint Stock Company Moscow Power Industry Communications Hub | Member of the Board of Directors |
2021 | present time | Joint Stock Company Rosseti Digital | Member of the Board of Directors |
2021 | present time | Limited Liability Company IT Energy Service | Member of the Board of Directors |
2021 | present time | Joint Stock Company Rosseti Tyumen | Member of the Board of Directors |
2021 | 2023 | Public Joint Stock Company Rosseti Siberia | Member of the Board of Directors |
2021 | present time | Public Joint Stock Company Rosseti Kuban | Member of the Board of Directors |
2021 | present time | Public Joint Stock Company Rosseti Centre and Volga Region | Member of the Board of Directors |
2021 | 2023 | Joint Stock Company Federal Testing Centre | Member of the Board of Directors |
2021 | 2022 | Limited Liability Company Infrastructure Investments-3 | Member of the Board of Directors |
2022 | present time | Public Joint Stock Company Rosseti South | Member of the Board of Directors |
2022 | present time | Joint Stock Company North-West Energy Management Company | Member of the Board of Directors |
Date of the first election to the Company’s Board of Directors | 16.06.2022 | ||
General information on a member of the Board of Directors of PJSC Rosseti South | |
|---|---|
Year of birth | 1973 |
Educational background | Higher 1996, Voronezh State University, Lawyer qualification, major in Jurisprudence |
Primary employment, position | NPP RID, Deputy |
Participation in governing and controlling bodies | |||
|---|---|---|---|
Period | Organisation | Position | |
from | to | ||
2002 | present time | Non-Profit Partnership Russian Institute of Directors | Deputy |
2011 | present time | Joint Stock Company “Higher School” Publishing House | Member of the Board of Directors |
2011 | present time | Joint Stock Company Central Gorky Children’s and Youth Film Studio | Member of the Board of Directors |
2016 | present time | Joint Stock Company St. Petersburg Documentary Film Studio | Member of the Board of Directors |
2020 | present time | Joint Stock Company Sovetskaya Siberia | Member of the Board of Directors |
2021 | 2022 | Public Joint Stock Company Rosseti North-West | Member of the Board of Directors |
2021 | present time | Public Joint Stock Company Rosseti South | Member of the Board of Directors |
Date of the first election to the Company’s Board of Directors | 31.08.2021 | ||
Independent Director pursuant to the decision of the Board of Directors of PJSC Rosseti South dated 05.10.2023 (Minutes of the Meeting of the Board of Directors No. 546/2023) | |||
General information on a member of the Board of Directors of PJSC Rosseti South | |
|---|---|
Year of birth | 1970 |
Educational background | Higher 1995, Gubkin State Academy of Oil and Gas, Engineer in Process Automation qualification 2005, Institute of Business and Politics (Moscow), Economics qualification, major in Accounting, Analysis and Audit |
Primary employment, position | PJSC Rosseti, First Deputy Head of the Economics Department |
Participation in governing and controlling bodies | |||
|---|---|---|---|
Period | Organisation | Position | |
from | to | ||
2018 | 2023 | Public Joint Stock Company Rosseti | Head of the Planning and Economic Division of the Tariff Policy Department, Director of the Economics Department, Head of the Economics Department |
2023 | present time | Public Joint-Stock Company Federal Grid Company — Rosseti | First Deputy Head of the Department of Economic Planning and Tariff Setting, First Deputy Head of the Economics Department |
2019 | 2021 | Public Joint Stock Company Siberia | Member of the Board of Directors |
2019 | 2021 | Joint Stock Company Federal Testing Centre | Member of the Board of Directors |
2020 | 2021 | Public Joint Stock Company Rosseti Volga | Member of the Board of Directors |
2020 | 2022 | Joint Stock Company Kuban Main Power Grids | Member of the Board of Directors |
2022 | present time | Public Joint Stock Company Rosseti Northern Caucasus | Member of the Board of Directors |
2022 | 2023 | Joint Stock Company Rosseti Yantar | Member of the Board of Directors |
2022 | 2023 | Joint Stock Company Real Estate EC UES | Member of the Board of Directors |
2023 | present time | Public Joint Stock Company Rosseti South | Member of the Board of Directors |
2023 | present time | Public Joint Stock Company Rosseti North-West | Member of the Board of Directors |
Date of the first election to the Company’s Board of Directors | 09.06.2023 | ||
General information on a member of the Board of Directors of PJSC Rosseti South | |
|---|---|
Year of birth | 1980 |
Educational background | Higher 2002, Volga-Vyatka Academy of Public Administration, major in State and Municipal Management Academic degree: Candidate of Economic Sciences |
Primary employment, position | PJSC Rosseti, Deputy General Director for Corporate Governance |
Participation in governing and controlling bodies | |||
|---|---|---|---|
Period | Organisation | Position | |
from | to | ||
2013 | 2020 | Public Joint Stock Company Federal Grid Company of the Unified Energy System | Member of the Management Board |
2020 | 2022 | Public Joint Stock Company Rosseti | Deputy General Director for Corporate Governance (part-time) |
2013 | present time | Public Joint-Stock Company Federal Grid Company — Rosseti | Deputy General Director for Corporate Governance |
2018 | 2019 | Joint Stock Company Far Eastern Energy Management Company | Member of the Board of Directors |
2019 | 2020 | Joint Stock Company Electromagistral | Member of the Board of Directors |
2021 | 2021 | Public Joint Stock Company Rosseti Kuban | Member of the Board of Directors |
2021 | 2022 | Joint Stock Company Rosseti Yantar | Member of the Board of Directors |
2021 | 2022 | Public Joint Stock Company TNS Energy Group | Member of the Board of Directors |
2021 | 2023 | Public Joint Stock Company TNS Energy Group | Member of the Board of Directors |
2021 | present time | Public Joint Stock Company Rosseti Siberia | Member of the Board of Directors, Chairman of the Board of Directors |
2021 | 2023 | Joint Stock Company Rosseti Siberia Tyvaenergo | Member of the Board of Directors, Chairman of the Board of Directors |
2021 | present time | Public Joint Stock Company Tomsk Distribution Company | Member of the Board of Directors, Chairman of the Board of Directors |
2021 | present time | Public Joint Stock Company Rosseti Urals | Member of the Board of Directors |
2021 | present time | Public Joint Stock Company Rosseti Volga | Member of the Board of Directors |
2021 | 2023 | Joint Stock Company Rosseti Tyumen | Member of the Board of Directors |
2021 | 2023 | Joint Stock Company Real Estate EC UES | Member of the Board of Directors |
2022 | present time | Public Joint Stock Company Rosseti South | Member of the Board of Directors |
2022 | 2023 | Public Joint Stock Company Rosseti Moscow Region | Member of the Board of Directors |
2022 | present time | Public Joint Stock Company Rosseti North-West | Member of the Board of Directors |
2022 | present time | Joint Stock Company Electromagistral | Member of the Board of Directors |
2022 | present time | Joint Stock Company Regional Power Grids | Member of the Board of Directors |
Date of the first election to the Company’s Board of Directors | 16.06.2022 | ||
General information on a member of the Board of Directors of PJSC Rosseti South | |
|---|---|
Year of birth | 1975 |
Educational background | Higher 1997, Lomonosov Moscow State University, Lawyer qualification, major in Jurisprudence Academic degree: Candidate of Legal Sciences |
Primary employment, position | PJSC Rosseti South, General Director |
Participation in governing and controlling bodies | |||
|---|---|---|---|
Period | Organisation | Position | |
from | to | ||
2014 | present time | Public Joint Stock Company Rosseti South | General Director, Chairman of the Management Board |
2014 | 2019 | Joint Stock Company Donenergo | Member of the Board of Directors |
2015 | present time | Public Joint Stock Company Rosseti South | Member of the Board of Directors |
2018 | present time | Joint Stock Company Volgograd Inter-District Power Grids | Chairman of the Board of Directors |
2021 | present time | Public Joint Stock Company Rosseti Kuban | Acting General Director (part-time), Chairman of the Management Board |
2021 | present time | Public Joint Stock Company Rosseti Kuban | Member of the Board of Directors |
2023 | present time | Joint Stock Company Energoservis Yuga | Chairman of the Board of Directors |
Date of the first election to the Company’s Board of Directors | 27.03.2015 | ||
In the reporting period:
- Members of the Board of Directors of PJSC Rosseti South did not hold any shares in the Company or legal entities controlled by the Company, and did not have any interest in the authorised capital of PJSC Rosseti South
- Members of the Board of Directors did not enter into any transactions involving the acquisition or disposal of shares in PJSC Rosseti South during 2023
- No loans from PJSC Rosseti South or the Company’s S&As were granted to members of the Board of Directors
- The Company or the Company’s S&As did not enter into any civil law agreements, including those involving property benefits, with members of the Board of Directors
- The Company was not aware of any claims made against any of the Board members
- The Company did not receive any information about any conflicts of interest (including those related to participation in the governing bodies of the Company’s competitors) among the members of the Board of Directors
- Members of the Board of Directors did not have any connections with persons who were members of the management and/or control bodies of Rosseti South’s financial and economic activities
- Members of the Board of Directors were not held administratively liable for violations in the field of finance, taxes and fees, securities market, or criminally liable for economic and/or public-order crimes
- Members of the Board of Directors did not hold positions in governing bodies of commercial organisations during the period, when bankruptcy proceedings and/or one of the bankruptcy procedures under the Russian insolvency (bankruptcy) laws were initiated against these organisations
- Members of the Board of Directors submitted no information on certain shareholders that might purchase or purchased a degree of control disproportionate to their shareholdings in the Company, including under shareholder agreements, availability of ordinary shares with different share denomination
Changes in the composition of the Board of Directors during the reporting year
In the reporting year, there was a change in the composition of the Board of Directors of PJSC Rosseti South: on 9 June 2023, Natalia Paramonova was elected a member of the Board of Directors of the Company, and Alexey Polinov stepped down from the Board of Directors of the Company as of 9 June 2023. The remaining ten members of the Company’s Board of Directors were in office throughout the reporting period.
CV of A. Polinov elected as a member of the Board of Directors on 16 June 2022, is published in the Company’s Annual Report for 2022.
https://rosseti-yug.ru/aktsioneru-investoru/godovoy-otchet-za-2022-god/
CVs of the Board members acting in 2023 can be found on the official website of the Company.
https://rosseti-yug.ru/korporativnoe-upravlenie/organy-upravleniya/sovet-direktorov/