EXECUTIVE BODIES
The current activities of the Company are governed by the executive bodies of PJSC Rosseti South (General Director and Management Board), which report to the General Meeting of Shareholders and the Board of Directors of the Company.
GENERAL DIRECTOR
The General Director is elected by the Company’s Board of Directors and acts as the sole executive body and the Chairman of the Management Board of the Company.
The rights and responsibilities of the General Director are determined by the legislation of the Russian Federation, the Articles of Associations of the Company, and the employment agreement between the Company and the General Director.
The authority of the General Director includes issues related to the management of the Company’s day-to-day operations, except for issues within the purview of the General Meeting of Shareholders, the Board of Directors and the Management Board of the Company.
When exercising their rights and fulfilling duties, the General Director acts in favour of the Company reasonably and in good faith.
On 17 June 2014, Boris Ebzeev was appointed acting General Director of the Company.
Boris Ebzeev was elected General Director of the Company from 29 July 2014 (resolution of the Board of Directors of the Company on 28 July 2014, Minutes No. 139/2014 dated 31 July 2014)CV of B. Ebzeev can be found in the “CVs of Members of the Board of Directors and the Management Board” section of this Annual Report..
By resolution of the Board of Directors of the Company on 5 May 2017 (Minutes No. 230/2017 dated 10 May 2017), his term of office was extended for a new term up to and including 28 July 2020.
By resolutions of the Board of Directors of the Company on 29 June 2020 (Minutes No. 382/2020 dated 30 June 2020) and then on 5 June 2023 (Minutes No. 524/2023 dated 7 June 2023), the powers of Boris Ebzeev were extended for a new term, first until 28 July 2023 and then until and including 28 July 2026.
In 2019, Boris Ebzeev was awarded the title of “Honoured Power Engineer”.
Besides, in 2019, Boris Ebzeev, General Director of PJSC Rosseti South, was awarded the Order of Friendship for his labour achievements, many years of conscientious work, and active contribution to the preparation and holding of the FIFA World Cup.
The decree on the state award was signed by the President of the Russian Federation, Vladimir Putin. Boris Ebzeev, General Director of PJSC Rosseti South, was presented with a badge of the Order of Friendship by Vasily Golubev, Governor of the Rostov Region, at a official ceremony in Rostov-on-Don.
The results of management decisions regarding the Company’s focus areas adopted by the Company’s General Director in 2023 are reflected in the relevant sections of the present Annual Report.
MANAGEMENT BOARD
The Management Board of the Company is the collegial executive body of the Company responsible for the practical implementation of the objectives, development strategies and policies of the Company. In accordance with the PJSC Rosseti South’s Articles of Associations, the General Director of the Company chairs the Management Board.
The main tasks of the Management Board of the Company are:
- To organise effective management of the Company’s operational activities
- To make sure the plans and resolutions of the General Meeting of Shareholders and the Board of Directors of the Company are delivered
- To implement the Company’s financial and economic policy, develop decisions on the most important issues of its current business activities and coordinate the work of its subdivisions
- To increase the efficiency of the internal control and risk monitoring systems
- To devise and implement the Company’s current business policy in order to raise its profitability and competitiveness
The activities of the Company’s Management Board The remit of the Management Board of PJSC Rosseti South is defined by the Company’s Articles of Association. are regulated by the Federal Law “On Joint Stock Companies”, the Articles of Associations of the Company, the Regulation on the Management Board approved by the decision of the annual General Meeting of Shareholders on 31 May 2019 (Minutes No. 20 dated 5 June 2019).
Pursuant to the Articles of Association, members of the Management Board are elected by the Company’s Board of Directors in a number determined by a resolution of the Board of Directors on the proposal of the General Director.
The quantitative composition of the Management Board of the Company was determined by the decision of the Board of Directors of the Company on 26 May 2023 (Minutes No. 523/2023 dated 29 May 2023) and is set at seven persons.
Pursuant to Article 22 of the Articles of Association of PJSC Rosseti South, among other issues, the Management Board of the Company makes decisions on matters within the purview of the supreme governing
COMPOSITION OF THE MANAGEMENT BOARD
As of May 2023, the Management Board has seven members, including the Chairman of the Management
Year of birth: 1975.
Education: higher.
Lomonosov Moscow State University, Lawyer qualification, major in Jurisprudence, 1997.
Academic degree: Candidate of Legal Sciences.
Title awarded: “Honorable Power Engineer”.
From/to | Organisation | Position | |
|---|---|---|---|
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 | Open Joint Stock Company Energoservis Yuga | Chairman of the Board of Directors |
Member of the Management Board since 29 July 2014 | |||
Year of birth: 1966.
Education: higher.
Pavlodar Industrial Institute, Electrical Engineer qualification, major in Electrical Systems, 1992.
From/to | Organisation | Position | |
|---|---|---|---|
2011 | present time | Public Joint Stock Company Rosseti South | Member of the Management Board |
2013 | 2022 | Public Joint Stock Company Rosseti South | Deputy General Director for technical |
2013 | present time | Open Joint Stock Company Energoservis Yuga | Chairman of the Board of Directors, member of the Board of Directors |
2021 | 2022 | Public Joint Stock Company Rosseti Kuban | Assistant Director General, Administration Department (part-time) |
2022 | present time | Public Joint Stock Company Rosseti South | First Deputy General Director — Chief Engineer |
Date of first election as a member of the Management Board | 16.09.2011 | ||
Year of birth: 1981.
Education: higher.
Higher Kuban Institute of International Business and Management, Economist qualification, major in Finance and Credit, 2003;
Kuban State Agrarian University, Bachelor’s degree, major in Agroengineering, 2016.
From/to | Organisation | Position | |
|---|---|---|---|
2016 | present time | Public Joint Stock Company Rosseti South | Deputy General Director — Head of the Office |
2016 | present time | Public Joint Stock Company Rosseti South | Member of the Management Board |
2016 | present time | Joint Stock Company Energetik Recreation Facility | Chairman of the Board of Directors |
2017 | present time | Public Joint Stock Company Rosseti South | Director of Kubanenergo, a branch of PJSC Rosseti South (part-time) |
2018 | present time | All-Russian Branch Association of Employers of the Electric Power Industry “Energy Employment Organisation Association of Russia” | Member of the Supervisory Board |
2021 | present time | Public Joint Stock Company Rosseti Kuban | Deputy General |
2021 | present time | Public Joint Stock Company Rosseti Kuban | Member of the Management Board |
Date of first election as a member of the Management Board | 07.09.2016 | ||
Year of birth: 1985.
Education: higher.
University of Indianapolis (Indiana, USA), Bachelor’s degree, major in Economics and Finance, 2006;
International College (Republic of Cyprus), Bachelor of Management’s degree 2007;
South-Russian State University of Economics and Service, Master’s degree in Management, 2011.
From/to | Organisation | Position | |
|---|---|---|---|
2016 | 2021 | Public Joint Stock Company Rosseti South | Head of the Department of Economics |
2017 | present time | Joint Stock Company Energetik Recreation Facility | Member of the Board of Directors |
2018 | 2021 | Joint Stock Company “Agricultural enterprise Sokolovskoe” | Member of the Board of Directors, Chairman of the Board of Directors |
2019 | 2021 | Limited Liability Company YugStroyMontazh | Member of the Board of Directors |
2021 | 2021 | Public Joint Stock Company Rosseti Kuban | Assistant General Director of Documentary and Protocol Support Branch of Administration Department; Assistant General Director of Administration Department (part-time) |
2021 | present time | Public Joint Stock Company Rosseti South | Deputy General Director for Economics and Finance |
2021 | present time | Public Joint Stock Company Rosseti South | Member of the Management Board |
2021 | present time | Public Joint Stock Company Rosseti Kuban | Deputy General Director for Economics and Finance (part-time) |
2021 | present time | Public Joint Stock Company Rosseti Kuban | Member of the Management Board |
Date of first election as a member of the Management Board | 29.10.2021 | ||
Year of birth: 1972.
Education: higher.
Khabarovsk State Academy of Economics and Law, Lawyer qualification, major in Jurisprudence, 1998;
Don State Agrarian University, Master’s degree, major in Electric Power Engineering and Electrical Engineering, 2016.
Additional education:
Moscow State Institute of International Relations (University) of the Ministry of Foreign Affairs of the Russian Federation, Executive MBA programme, Master of Business Administration (MBA).
From/to | Organisation | Position | |
|---|---|---|---|
2014 | 2022 | Public Joint Stock Company Rosseti South | Deputy General Director for Corporate Governance |
2018 | present time | Joint Stock Company Volgograd Inter-District Power Grids | Member of the Board of Directors |
2019 | present time | Public Joint Stock Company Rosseti South | Member of the Management Board |
2021 | 2022 | Public Joint Stock Company Rosseti Kuban | Assistant Director General, Administration Department (part-time) |
2022 | present time | Public Joint Stock Company Rosseti South | Deputy General Director for Legal and Corporate Governance |
Date of first election as a member of the Management Board | 27.02.2019 | ||
Year of birth: 1972.
Education: higher.
Kharkov Aviation Institute named after N.E. Zhukovsky, Mechanical Engineer qualification, major in Aviation Engines and Power Plants, 1994;
Rostov State University, Lawyer qualification, major in Jurisprudence, 1998.
From/to | Organisation | Position | |
|---|---|---|---|
2012 | 2021 | Public Joint Stock Company Rosseti South | Deputy General Director for Economics and Finance |
2013 | present time | Public Joint Stock Company Rosseti South | Member of the Management Board |
2021 | present time | Public Joint Stock Company Rosseti South | Deputy General |
2021 | present time | Joint Stock Company Volgograd Inter-District Power Grids | General Director (part-time) |
2021 | present time | Joint Stock Company Volgograd Inter-District Power Grids | Member of the Board of Directors |
Date of first election as a member of the Management Board | 30.09.2013 | ||
Year of birth: 1957.
Education: higher.
Moscow Higher Frontier Command Red Banner College of the KGB under the Council of Ministers of the USSR named after Mossovet, General Military Officer with Higher General Education qualification, major in Command, General Military, 1978;
Andropov Red Banner Institute of the USSR KGB, Specialist on International Affairs qualification, major in international relations, 1985.
From/to | Organisation | Position | |
|---|---|---|---|
2013 | present time | Public Joint Stock Company Rosseti South | Deputy General Director for Security |
2014 | present time | Public Joint Stock Company Rosseti South | Member of the Management Board |
2022 | present time | Public Joint Stock Company Rosseti Kuban | Assistant General Director of General Management of the Executive Office; Assistant General Director of the Administration Department (part-time) |
Date of first election as a member of the Management Board | 21.04.2014 | ||
In the reporting period, Dmitry Hakobyan and Grigory Savin, members of the Management Board of the Company, were terminated by the decision of the Board of Directors of the Company on 26 May 2023.
Member of the Management Board, Pavel Goncharov, owns ordinary shares of PJSC Rosseti South in the amount of 0.0002% of the Company’s authorised capital. Other members of the Company’s Management Board do not own shares of PJSC Rosseti South, shares of subsidiaries and affiliates of PJSC Rosseti South. The Company had no Information on transactions made by the members of the Management Board on acquiring or disposing the shares. The consent of all members of the Company’s Management Board was obtained to disclose information about them in the present Annual Report.
Indicator | 2019 | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|---|
Number of meetings held | 39 | 38 | 41 | 53 | 61 |
| 3 | 0 | 0 | 0 | 0 |
Matters reviewed | 171 | 167 | 221 | 239 | 253 |
Meetings of the Management Board were held in accordance with its action plans and on the initiative of the Chairman of the Management Board.
Among the most important issues addressed by the Company’s Management Board in 2023 are as follows:
- On reviewing the information of the Company’s Management on implementation of the corrective measures to eliminate gaps identified by the Company’s Audit Commission, Company’s Internal Audit, Third-Party Control and Supervision Bodies on implementation of measures taken to address the information about potential cases of unfair practices of employees, and following the results of investigations made at year-end 2022
- On recognising the acquisition of the property constituting fixed assets to be expedient, with the purpose of the assets being the production, transmission, dispatching, distribution of electric and thermal
energy, – power grid property belonging to JSC Energoservis Yuga, worth RUB 132,000,000 (One hundred thirty-two million) 00 kopecks - On considering reports of risk owners on management of functional risks and business process risks of the Company
- On reviewing progress reports on the RAS composite and IFRS consolidated business plans of the Rosseti South Group for 2022
- On reviewing reports on the financial and business performance of subsidiaries and affiliates of PJSC Rosseti South
- On reviewing the report on acquiring power industry facilities, which can be acquired without approval of the Board of Directors
- On reviewing quarterly reports on concluded compensation agreements of PJSC Rosseti South
- On previewing the parameters of the business plan of PJSC Rosseti South and forecast indicators for subsequent periods
- On approving the Risk Register of PJSC Rosseti South for 2024, the Company’s Risk Management Action Plan, and the Risk Map of PJSC Rosseti South
- On pre-approving the agreement on amendments to the collective bargaining agreement of PJSC Rosseti South for
2023–2025
Additionally, a sizable portion of the issues that were examined in 2023 had to do with choosing how to close deals involving property, works and services, the value of which ranged from 1 to 25% of the Company’s assets’ book value as stated in the accounting (financial) statements as of the last reporting date.
In addition to the current management of the Company, the Management Board, as one of the main participants of the risk management process, devoted a significant part of its time to streamlining the internal control and risk management system, as well as to proposals for its development and improvement at the Company.
Prevention of conflicts of interest
The Company is more focused on preventing and reducing the effects of any conflicts of interest among government body members of the Company.
The settlement of conflicts of interest is based on the Code of Corporate Ethics, the Regulations on the Board of Directors and the Regulations on the Management Board of the Company approved by the Company.
As recommended by the Corporate Governance Code of the Bank of Russia, members of the Board of Directors are advised to refrain from actions that will or may lead to a conflict between their interests and the interests of the Company. The executive bodies of the Company are likewise subject to the duty to act fairly and honestly in the best interests of the Company.
The requirements of Article 82 of the Federal Law “On Joint Stock Companies” for the sending of notices to PJSC Rosseti South regarding indications of potential interest in the Company’s transactions were satisfied by all members of the management bodies of the Company.