REMUNERATION SYSTEM
REMUNERATION FOR MEMBERS OF THE BOARD OF DIRECTORS
The procedure for calculating and paying remuneration to members of the Company’s Board of Directors is governed by the Regulations on Payment of Remuneration and Compensation to the Members of PJSC Rosseti South’sBoard of Directors (hereafter the Regulations) Approved by resolution of the Annual General Meeting of Shareholders on 31 May 2019 (Minutes No. 20 dated 5 June 2019), the text is available on the Company’s website. .
The Regulations envisages the following payments.
- Remuneration for attendance of the Board meetings
Remuneration to the members of the Company’s Board of Directors is paid quarterly.
The remuneration to each Board member for attending the meetings is calculated taking into account the total number of meetings of the Company’s Board of Directors for the reporting quarter, the number of meetings attended by a member of the Board of Directors, and the base remuneration. The basic part of remuneration is based on the Company’s revenue calculated under RAS for the previous fiscal year. For PJSC Rosseti South, the amount of the basic part of remuneration in 2023 was RUB 2,200,000.
In addition to the remuneration for attendance of the Board meetings, the following premiums are established:
- 30% – for the Chairman of the Company’s Board of Directors
- 20% – for the Chairman of the dedicated Committee of the Company’s Board of Directors
- 10% – for the membership in the dedicated Committee of the Company’s Board of Directors
Total remuneration to one member of the Board of Directors, including premiums, cannot exceed 1/4 of the base remuneration (RUB 550,000).
No remuneration is payable:
- To sole executive body (General Director) of the Company
- Persons that are subject to legal restraints or prohibition on receiving payments from the profit-making organisations
- To Board members who attended less than 50% of the meetings held
The Regulations do not provide for long-term incentives for the members of the Board of Directors, as well as accrual of severance pay in connection with the termination of their powers.
Remuneration is paid at the expense of revenues from the non-regulated types of activity.
In 2023, no training was given to the Board members of the Company.
- Remuneration to the Board members
Board members are reimbursed for expenses associated with attending the meetings of the Board of Directors, dedicated committee under the Board of Directors, General Meetings of Shareholders of the Company according to the rules for reimbursement of travel expenses valid at the time of the meeting and established for top managers of the Company.
Compensation is paid by the Company within three working days after submission of the documents confirming the expenses incurred.
There are no arrears on payment of remunerations to the members of the Board of Directors based on the results of the last completed financial year.
Member of the Board of Directors | А | B | Remuneration (actual), RUB | Information on membership in dedicated committees under the Board of Directors | Additional remuneration, RUB | Total | Maximum payment, RUB | Total to be paid, RUB | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
To the Chairman of the Board of Directors | To a Committee Chairman | To a Committee member | |||||||||
Daniil Krainskiy | 36 | 36 | 1,269,230.76 | SC | 380,769.24 | – | 126,923.07 | 1,776,923.07 | 1,650,000.00 | 1,650,000.00 | |
Vitaliy Zarkhin | 36 | 36 | 1,269,230.76 | SC | – | – | 126,923.07 | 1,607,692.31 | 1,650,000.00 | 1,607,692.31 | |
RC | – | – | 126,923.08 | ||||||||
PRC | – | – | 84,615.40 | ||||||||
Maria Korotkova | 36 | 36 | 1,269,230.76 | AC (Chairman) | – | 253,846.17 | – | 1,650,000.00 | 1,650,000.00 | 1,650,000.00 | |
SC | – | – | 126,923.07 | ||||||||
Alexey Polinov | 17 | 23 | 664,835.16 | SC (Chairman) | – | 132,967.04 | – | 797,802.20 | 1,100,000.00 | 797,802.20 | |
Oleg Klinkov | 36 | 36 | 1,269,230.76 | GCC | – | – | 126,923.10 | 1,396,153.86 | 1,650,000.00 | 1,396,153.86 | |
Alexander Kazakov | 36 | 36 | 1,269,230.76 | AC | – | – | 126,923.10 | 1,396,153.86 | 1,650,000.00 | 1,396,153.86 | |
Ekaterina Nikitchanova | 36 | 36 | 1,269,230.76 | AC | – | – | 126,923.10 | 1,438,461.55 | 1,650,000.00 | 1,438,461.55 | |
PRC | – | – | 42,307.69 | ||||||||
Maria Tikhonova | 36 | 36 | No consent for disclosure of personal data has been obtained | ||||||||
Maria Dokuchaeva | 36 | 36 | 1,269,230.76 | – | – | – | 1,269,230.76 | 1,650,000.00 | 1,269,230.76 | ||
Konstantin Kravchenko | 36 | 36 | 1,269,230.76 | – | – | – | 1,269,230.76 | 1,650,000.00 | 1,269,230.76 | ||
Natalia Paramonova | 19 | 27 | 423,076.92 | – | – | – | 423,076.92 | 1,100,000.00 | 423,076.92 | ||
Total | 11,241,758.16 | – | 380,769.24 | 386,813.21 | 1,015,384.68 | 13,024,725.29 | – | 12,897,802.22 | |||
A – number of meetings of the Board of Directors attended by a Board member
B – total number of meetings held during the calculation period (for a corporate
CA – Audit Committee
PRC – Personnel and Remuneration Committee
SC – Strategy Committee
RC – Reliability Committee
GCC – Grid Connection Committee
REMUNERATION OF MEMBERS OF THE COMMITTEES UNDER THE BOARD OF DIRECTORS
On 3 February 2010, the Board of Directors of the Company approved the Regulations on Payment of Remuneration and Compensation to the Members of the Committees of the Board of Directors of JSC IDGC of South (Minutes No. 39/2010 dated 5 February 2010) regarding all Committees under the Board of Directors of the Company. In addition, by the decision of the Company’s Board of Directors made on 29 January 2016, amendments were made to all the Regulations on payment of remuneration and compensation to members of the committees under the Company’s Board of Directors providing for the procedure for paying remuneration to members of committees who are also members of the Company’s Board of Directors Revisions of the Regulations and amendments thereto are given at the Company’s website. (Minutes No. 176/2016 dated 1 February 2016).
The Regulations stipulates the payment of remuneration for each meeting attended by a member of the Committee of the Board of Directors.
For attendance of meeting of a committee under the Board of Directors held in absentia
Remuneration is paid in the amount equivalent to one minimum monthly wage of the first skill category worker established by the Industrial Tariff Agreement in the Electric Power Industry of the Russian Federation (hereinafter Agreement) on the day of the meeting of the Committee at the Board of Directors, taking into account the indexation established by the Agreement.
For attendance of meeting of a committee under the Board of Directors held in person
Remuneration is paid in the amount equivalent to two minimum monthly wages established by the Agreement on the day of the meeting of the Committee under the Board of Directors, taking into account the indexation established by the Agreement.
The amount of remuneration paid to the Chairman of the Committee (Deputy Chairman) for each meeting at which he acted as a Chairman of the Committee under the Board of Directors increases by 50%.
Besides, in line with the Regulations, a member of the Committee under the Board of Directors is reimbursed for the actual expenses incurred in exercising the duties of a member of the Committee under the Board of Directors.
Remuneration and compensation are not paid to members of the Committees who are:
- Sole executive body (General Director) of the Company
- Persons that are subject to legal restraints or prohibition on receiving payments from the profit-making organisations
Period | Remuneration for attendance at meetings of the Board of Directors’ committees, RUBIn 2022, the following minimum monthly wage rates were applied to calculate remuneration for attendance at meetings of the committees under the Company’s Board of Directors: from 1 July |
|---|---|
Audit committee | |
2021 | 105,485 |
2022 | 101,807 |
2023 | 196,637 |
Personnel and Remuneration Committee | |
2021 | 303,074 |
2022 | 307,697 |
2023 | 503,032 |
Strategy committee | |
2021 | 1,389,707 |
2022 | 1,119,247 |
2023 | 1,783,031 |
Reliability committee | |
2021 | 369,580 |
2022 | 388,234 |
2023 | 501,967 |
Grid connection committee | |
2021 | 376,759 |
2022 | 568,318 |
2023 | 621,723 |
Total remuneration paid for attending meetings of the Committees under the Board of Directors | |
2021 | 2,544,605 |
2022 | 2,485,303 |
2023 | 3,606,390 |
REMUNERATION OF EXECUTIVE BODIES
In accordance with the decision of the Board of Directors of the Company dated 29 June 2023 (Minutes No. 531/2023 dated 30 June 2023), members of the Management Board of the Company are classified as high-ranking executives of the Company.
Pursuant to the Regulations on Remuneration and Material Incentives for High-Ranking Executives of PJSC Rosseti South approved by the Board of Directors of the Company on 29 June 2023 (Minutes No. 531/2023 dated 30 June 2023), if a high-ranking manager is elected to the Management Board of the Company, remuneration shall be paid by setting an additional payment for membership in the collegial executive body (Management Board) of the Company in the amount corresponding to the minimum wage under Article 133 of the Labour Code of the Russian Federation.
Payment | 2023 |
|---|---|
Salary and wage | 63,525,324.13 |
Remuneration for acting as a member of the Management Board | 1,521,892.63 |
Bonuses | 34,425,141.25 |
| 21,006,196.00 |
Other payments | 500,587.00 |
Termination payments | 0 |
Total remuneration | 99,972,945.01 |
Full name | Position | For attendance at meetings of the Management Board |
|---|---|---|
Paid in 2023, RUB | 1,521,892.63 | |
Pavel Goncharov | Member of the Management Board | 286,745.09 |
Yulianna Dzhabrailova | Member of the Management Board | 290,573.37 |
Kirill Iordanidi | Member of the Management Board | 230,820.44 |
Oleg Musinov | Member of the Management Board | 243,534.06 |
Alexey Rybin | Member of the Management Board | 222,497.75 |
Alexander Chusovskoy | Member of the Management Board | 247,721.92 |
REMUNERATION TO MEMBERS OF THE AUDIT COMMISSION
Remuneration is paid to the members of the Audit Commission in accordance with the Regulations on Payment of Remuneration and Compensation to the Members of the Audit Commission of the Company, approved by the decision of the Annual General Meeting of Shareholders of the Company on 9 June 2018 (Minutes No. 18 dated 15 June 2018). As per the provisions of Clause 2.1 of the Regulations, the compensation of a member of the Audit Commission of the Company is determined by the level of their involvement in the Commission’s work and is contingent upon the work outcomes for the corporate year.
To determine the amount of remuneration to the members of the Audit Commission, a corporate year shall mean the period from the election of the members of the Audit Commission at the General Meeting of Shareholders of the Company until the next General Meeting of Shareholders of the Company with the agenda item “Election of the members of the Audit Commission of the Company”.
The remuneration is calculated from the revenue of the Company for the financial year and the personal contribution coefficient of a member of the Audit Commission. Remuneration shall be paid no later than 30 calendar days after the Annual General Meeting of Shareholders of the Company and after the Chairman of the Audit Commission submits to the sole executive body of the Company a calculation of the personal contribution coefficient of the members of the Audit Commission.
The full text of the Regulations is available on the Company’s website:
The Company incurred no expenses related to exercising the functions of the Audit Commission members.