Committees of the Board of Directors
IN ORDER TO PROVIDE FOR THE EFFICIENT GENERAL GOVERNANCE OF PJSC ROSSETI KUBAN BY ITS BOARD OF DIRECTORS, THE FOLLOWING COMMITTEES WERE SET UP.
The Company has five committees:
- Reliability Committee
- Audit Committee
- Strategy Committee
- Personnel and Remuneration Committee
- Grid Connection Committee
The committees have the status of collegial advisory bodies under the Board of Directors. Main tasks and functions of the Committees:
- Preliminary consideration of the issues within the competence of the Board of Directors or under investigation of the Board of Directors to control the activities of the Company’s executive bodies
- Development of necessary recommendations for the Board of Directors and executive bodies of PJSC Rosseti Kuban
- Consideration of other issues by order of the Board of Directors
The activities of each of the Committees are covered by respective
The personal compositions of the committees (with the exception of the Audit Committee and Strategy Committee) and their chairpersons are elected by the Board of Directors of the Company from candidates nominated by members of the Board of Directors, for a term until the first meeting of the new Board of Directors.
Members of Audit and Strategy Committee remain in office up to the next election of the respective Committee.
The Committees align their work with the action plans that are designed against the action plan of the Board of Directors, resolutions of the Board of Directors and Committees, proposals of committee members and General Director.
On 7 July 2021, the Board of Directors reviewed the committees' progress reports for the 2020/2021 corporate year.
In the reporting year, all issues to be pre-considered by the Board Committees were considered in a timely manner.
The meeting minutes of Board Committees of PJSC Rosseti Kuban are published on the Company’s website in the About the Company / Management / Committees under the Board of Directors section.
There is a remuneration payment for the participation of committee members in committee meetings. The total amount of remuneration paid to members of the Board Committees in 2021 was RUB 3,477,000. The Company has no outstanding remuneration to the committee members.
Reliability Committee
| Establishment date | 15 September 2006 |
| Date and number of the Minutes of the Board's meeting, at which the Regulations on the Committee (as amended) were approved | No.281/2017 dated 21 July 2017 |
| Key tasks of the Committee | Drawing up and giving recommendations (conclusions) to the Board of Directors on the following aspects of its activities:
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| The personnel composition of the Committee in office in the reporting year | Members of the Committee acting from 7 July 2020 to 30 June 2021: Vladimir Ukolov (Committee Chairman), Deputy Director for the Situation Analysis Centre, PJSC Rosseti Eduard Bogomolov, First Deputy Director for the Centre for Technical Supervision, PJSC Rosseti Centre Mikhail Medvedev, adviser to General Director of JSC Avangard, member of the Board of Directors of PJSC Rosseti Kuban Olga Ocheredko, Head of the Finance Department, member of the Management Board, PJSC Rosseti Kuban Igor Shishigin, (until November 2020), — Deputy General Director for Technical Issues – Chief Engineer, member of the Management Board, PJSC Rosseti Kuban |
| Committee compositions acting from 19 July 2021 to 30 September 2021, from 20 October 2021 to 31 January 2022, current composition elected on 1 March 2022: Palina Kanyuka (Committee Chairwoman), Head of Production Activity Department, PJSC Rosseti Alexey Mishanin, Deputy General Director for Technical Issues – Chief Engineer, member of the Management Board, PJSC Rosseti Kuban Eduard Bogomolov (Deputy Chairman of the Committee), First Deputy Director for the Centre for Technical Supervision, PJSC Rosseti | |
| Performance results of the Committee in the reporting year | There were 14 meetings of the Committee in 2021 by absentee ballot, and 30 questions were considered. In the reporting year, the Committee provided the Board of Directors with recommendations on the following crucial issues:
In the reporting year, the Committee also considered the following issues:
Proportion of issues pre-considered by the Committee with the preparation of recommendations to the Board of Directors in the total number of issues considered: in 2020 – 37.5%, in 2021 – 33.3%. Attendance of Committee members at its meetings on average: in 2020 – 93.8%, in 2021 – 88.8% |
Audit Committee
| Establishment date | 16 October 2009 |
| Date and number of the Minutes of the Board's meeting, at which the Regulations on the Committee (as amended) were approved | No.233/2016 dated 18 March 2016, as amended on 28 October 2016, No.253/2016 |
| Key tasks of the Committee |
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| The personnel composition of the Committee in office in the reporting year | Board Committee acting from 7 July 2020 to 19 July 2021: Viktor Yavorskiy (Committee Chairman), member of the Management Board Presidium of All-Russian Non-Governmental Organisation of Small and Medium Business OPORA RUSSIA, member of the Board of Directors of PJSC Rosseti Kuban Irina Shagina, Head for Tariff Policy Department of PJSC Rosseti, member of the Board of Directors of PJSC Rosseti Kuban Ivan Terekhov, Head of Insurance Office of the Strategy Department, member of the Board of Directors of PJSC Rosseti Kuban |
| Board Committee acting from 19 July 2021 to 31 August 2021: Viktor Yavorskiy (Committee Chairman), member of the Management Board Presidium of All-Russian Non-Governmental Organisation of Small and Medium Business OPORA RUSSIA, member of the Board of Directors of PJSC Rosseti Kuban Alexander Kazakov, member of the Board of Directors of PJSC Rosseti Kuban Natalya Ozhegina, member of the Board of Directors of PJSC Rosseti Kuban | |
| Committee composition acting from 20 October 2021 to 30 December 2021, current Committee elected on 1 March 2022: Viktor Yavorskiy (Committee Chairman), member of the Management Board Presidium of All-Russian Non-Governmental Organisation of Small and Medium Business OPORA RUSSIA, member of the Board of Directors of PJSC Rosseti Kuban Yuri Goncharov, Chief Advisor of PJSC Rosseti, member of the Board of Directors of PJSC Rosseti Kuban Alexander Kazakov, member of the Board of Directors of PJSC Rosseti Kuban | |
| Performance results of the Committee in the reporting year | In 2021, the Committee met 17 times (three in person and the rest by absentee voting) and considered 54 issues. In the reporting year, the Committee provided the Board of Directors with conclusions (recommendations) on the following crucial issues:
In the reporting year, the Audit Committee of the Board of Directors also considered the following:
Proportion of issues pre-considered by the Committee with the preparation of recommendations to the Board of Directors in the total number of issues considered: in 2020 – 37.1%, in 2021 – 43.4%. Attendance of Committee members at its meetings on average: in 2020 – 100%, in 2021 – 96.2% |
Strategy Committee
| Establishment date | 5 February 2010 |
| Date and number of the Minutes of the Board's meeting, at which the Regulations on the Committee (as amended) were approved | No.358/2019 dated 16 August 2019 |
| Key tasks of the Committee | Development of recommendations (conclusions) concerning the following issues and submission them to the Board of Directors:
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| The personnel composition of the Committee in office in the reporting year | Members of the Committee acting from 6 August 2020 to 19 July 2021: Dmitriy Andropov (Committee Chairman), Head for Finance Department of PJSC Rosseti Igor Alyushenko, Deputy Chief Engineer – Chief Dispatcher of PJSC Rosseti, member of the Board of Directors of PJSC Rosseti Kuban Astkhik Bashindzhagyan, Deputy Head for Corporate Governance Department of PJSC Rosseti Konstantin Guselnikov, General Director of LLC Fininvestkonsalting Mikhail Medvedev, adviser to General Director of JSC Avangard, member of the Board of Directors of PJSC Rosseti Kuban Dmitriy Mikheev, Head of the Department for Service Sales of PJSC Rosseti Olga Ocheredko, Deputy General Director for Economics and Finance of PJSC Rosseti Kuban, member of the Management Board of PJSC Rosseti Kuban Maria Polyanskaya, First Deputy Head of the Strategy Department of PJSC Rosseti Irina Shagina, Head for Tariff Policy Department of PJSC Rosseti, member of the Board of Directors of PJSC Rosseti Kuban |
| The current composition of the Committee (elected on 19 July 2021): Dmitriy Andropov (Committee Chairman), Head for Finance Department of PJSC Rosseti Konstantin Guselnikov, General Director for LLC Fininvestkonsalting Kirill Iordanidi, Deputy General Director for Economy and Finance, PJSC Rosseti South, Deputy General Director for Economy and Finance (part-time) and member of the Management Board of PJSC Rosseti Kuban Elena Kovaleva, Deputy Head of Corporate Governance Department, PJSC Rosseti Daniil Krainskiy, Deputy General Director for Legal Support of PJSC Rosseti, Chairman of the Board of Directors of PJSC Rosseti Kuban Mikhail Medvedev, adviser to General Director of JSC Avangard, member of the Board of Directors of PJSC Rosseti Kuban Dmitriy Mikheev, Head of the Department for Service Sales of PJSC Rosseti Yegor Prokhorov, Deputy General Director for Strategy of PJSC Rosseti Andrey Tulba, Director for Economics and Finance – Head of Economic Planning and Tariff Setting Department of PJSC Rosseti | |
| Performance results of the Committee in the reporting year | There were 25 meetings of the Committee in 2021 (three – in person and the rest – by absentee voting) and 50 issues were considered. Recommendations were made for the Board of Directors concerning the following critical issues:
Proportion of issues pre-considered by the Committee with the preparation of recommendations to the Board of Directors in the total number of issues considered: in 2020 – 94.9%, in 2021 – 90%. Attendance of Committee members at its meetings on average: in 2020 – 99.5%, in 2021 – 99.6% |
Personnel and Remuneration Committee
| Establishment date | 6 August 2010 |
| Date and number of the Minutes of the Board's meeting, at which the Regulations on the Committee (as amended) were approved | No.194/2014 dated 1 August 2014 |
| Key tasks of the Committee | Development of recommendations (conclusions) concerning the following issues and submission them to the Board of Directors:
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| The personnel composition of the Committee in office in the reporting year | Members of the Committee acting from 7 July 2020 to 30 June 2021: Natalya Ozhegina (Committee Chairwoman), Deputy General Director for HR Management of PJSC Rosseti, member of the Board of Directors of PJSC Rosseti Kuban since 3 June 2021 Yulia Kuznetsova, Head of the HR Management Department of PJSC Rosseti Alexander Varvarin, Vice President for the Corporate Relations and Legal Support Office of RUIE, Board member of PJSC Rosseti Kuban until 3 June 2021 |
| Committee compositions acting from 19 July 2021 to 30 September 2021, from 20 October 2021 to 31 January 2022, current composition elected on 1 March 2022: Alexander Kazakov (Chairman of the Committee), member of the Board of Directors of PJSC Rosseti Kuban Yulia Kuznetsova, acting Deputy General Director for HR Management of PJSC Rosseti Irina Kosinskaya, Deputy Head of Human Resources and Organisational Design Department of PJSC Rosseti | |
| Performance results of the Committee in the reporting year | There were 18 meetings of the Personnel and Remuneration Committee by absentee ballot in 2021 and 28 issues were considered. Recommendations were made for the Board of Directors concerning the following issues:
In addition, the Personnel and Remuneration Committee approved the composition of the management and youth talent pools. Proportion of issues pre-considered by the Committee with the preparation of recommendations to the Board of Directors in the total number of issues considered: in 2020 – 76.9%, in 2021 – 82.1%. Attendance of Committee members at its meetings on average: in 2020 – 88.5%, in 2021 – 98.8% |
Grid Connection Committee
| Establishment date | 11 October 2011 |
| Date and number of the Minutes of the Board's meeting, at which the Regulations on the Committee (as amended) were approved | No.281/2017 dated 19 July 2017 |
| Key tasks of the Committee | Development of recommendations (conclusions) to the Board of Directors concerning the following issues:
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| The personnel composition of the Committee in office in the reporting year | Members of the Committee acting from 7 October 2020 to 30 June 2021: Alexey Molskiy (Committee Chairman), Deputy General Director for Investment, Capital Construction and Service Sales of PJSC Rosseti Alexander Varvarin, Vice President for the Corporate Relations and Legal Support Office of RUIE All-Russian Non-Governmental Organisation, Board member of PJSC Rosseti Kuban Vladimir Davydkin, Head of the Office of the Department for Grid Connection and Infrastructure Development of PJSC Rosseti Andrey Lyashko, First Deputy Minister of the Fuel and Energy Complex and Housing and Communal Services of the Krasnodar Territory Vladimir Skladchikov (until December 2020) – Deputy General Director for Development and Grid Connection |
| Committee compositions acting from 19 July 2021 to 30 September 2021, from 20 October 2021 to 31 January 2022: Alexey Molskiy (Committee Chairman), Deputy General Director for Investment, Capital Construction and Service Sales of PJSC Rossetti, member of the Board of Directors of PJSC Rosseti Kuban Vladimir Davydkin, Head of the Office of the Department for Grid Connection and Infrastructure Development of PJSC Rosseti Dmitry Zhuravlev, Deputy General Director for Development and Grid Connection of PJSC Rosseti South Oksana Zaitseva, Head of Grid Connection Department of PJSC Rosseti Kuban Alexander Kalinichenko, acting Deputy General Director for Development and Grid Connection of PJSC Rosseti Kuban | |
| Performance results of the Committee in the reporting year | There were 10 meetings of the Committee in 2021 (one – in person and the – rest by absentee voting) and 16 issues were considered, and among other things:
Proportion of issues pre-considered by the Grid Connection Committee with the preparation of recommendations to the Board of Directors in the total number of issues considered: in 2020 – 20%, in 2021 – 25%. Attendance of Committee members at its meetings: in 2020 – 94.7%, in 2021 – 95.0% |
