Board of Directors
THE BOARD OF DIRECTORS IS A COLLEGIAL MANAGEMENT BODY RESPONSIBLE FOR GENERAL MANAGEMENT OF THE COMPANY'S ACTIVITIES, DEFINING ITS STRATEGY, SUPERVISING THE ACTIVITIES OF THE COMPANY'S EXECUTIVE BODIES, AS WELL AS EXECUTION OF DECISIONS OF THE GENERAL MEETING OF SHAREHOLDERS AND SECURING THE LEGITIMATE INTERESTS OF ROSSETI KUBAN'S SHAREHOLDERS.
Main goals and objectives of the Board of Directors:
- Defining the development strategy of the Company, which is aimed to enhance its market value and investment attractiveness, to receive maximum profits, and expand corporate assets
- Providing the exercise and protection of the rights and legitimate interests of the shareholders, as well as assisting in corporate conflict resolution
- Providing for full, reliable and objective disclosure of the Company’s information to shareholders and other parties concerned
- Establishing effective internal control mechanisms
- Conducting regular assessment of executive body activities and the Company’s management operations
To achieve the goals and objectives set, the Board of Directors abides by the following principles:
- Decisions shall be made based on reliable information about the Company’s operations
- Shareholders’ rights to involvement with the management of the Company and the acquisition of the dividends and the Company’s information shall not be restricted
- The interests of various shareholder groups shall be balanced, and the Board of Directors shall make decisions that are objective and in the best interests of all of the Company’s shareholders
In its operations, the Board of Directors abides by the law on joint stock companies and other federal laws and regulations of the Russian Federation, the Company’s Articles of Association, and the Regulation on the Board of
According to the Articles of Association of Rosseti Kuban, the competence of the Board of Directors was expanded beyond the provisions of Federal Law “On Joint Stock Companies”.
The expenses incurred by the Company for D&O insurance of the Board members in 2021 amounted to RUB 9.3 mn.
Membership of the Board of Directors
Eleven members of the Board of
Directors elected to the Board of Directors to the first time are provided with an opportunity to get an insight into the Company’s strategy, corporate governance system, risk management and internal control system, distribution of duties between the executive bodies of the Company and other important information on production and financial and business activities of the Company.
During the reporting year, there were four compositions of the Company's Board of Directors, two of which were elected by resolutions of the annual General Meetings of Shareholders in 2020 and 2021 and
THE CURRENT BOARD OF DIRECTORS (ELECTED AT THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY ON 30 DECEMBER
Chairman of the Board of Directors, Non-Executive
Year of birth | 1979 |
Education | Higher. Graduated from Moscow State Law Academy, majoring in Jurisprudence, lawyer |
Work experience for the last five years | |
2011–2017 | First Deputy General Director of JSC United Energy Company |
2017 – present time | Deputy General Director for Legal Support of Rosseti, PJSC (primary place of employment) |
2018 – present time | Advisor to the General Director, member of the Board of Directors of Rosseti Lenenergo, PJSC Chairman of the Board of Directors of JSC Lenenergo Energy Service Company |
2019 – present time | Member of the Management Board of Rosseti Lenenergo, PJSC |
2020 – present time | Deputy General Director for Legal Support (part-time), PJSC FGC UES Member of the Board of Directors at PJSC Rosseti Northern Caucasus, PJSC Rosseti Centre, PJSC Rosseti Siberia, OJSC IDGC of Urals and PJSC Rosseti Moscow Region. Member of the Board of Directors and the Management Board of the managing organisation (PJSC Rosseti Lenenergo) of LLC Energotrans |
2021 – present time | Chairman (member) of the Boards of Directors of PJSC TDC, JSC Tyvaenergo, PJSC Rosseti Volga, PJSC Rosseti North-West, PJSC Rosseti South, JSC STC UES, JSC Rosseti Tyumen, JSC Yantarenergo, JSC VOLS-VL Management, and JSC STC FGC UES. Member of the Strategy Committee of the Board of Directors of Rosseti Kuban, PJSC |
2022 – present time | Member of the Management Board of Rosseti, PJSC Member of the Board of Directors of JSC ECMC UES |
Period of service on the Board of Directors of the Company | Since 3 June 2021 to the present time |
Non-Executive Director
Year of birth | 1984 |
Education | Higher. Graduated from the Moscow State Institute of International Relations, majoring in Finance and Credit, international economist with knowledge of foreign languages |
Work experience for the last five years | |
2016–2018 | Head of the Digital Platform Division of PJSC Sberbank |
2018–2019 | Advisor to the Director General of JSC UEC |
2019 – present time | Deputy Chief Engineer of Rosseti, PJSC (primary place of employment) |
2019 – present time | Member of the Board of Directors of JSC Operator of APCS |
2020 – present time | Chairman of the Boards of Directors of JSC NWEUK, JSC FTC Member of the Boards of Directors of JSC ENIN, JSC STC FGC UES |
Period of service on the Board of Directors of the Company | Since 3 June 2021 to the present time |
Non-Executive Director
Year of birth | 1977 |
Education | Higher. Graduated:
|
Work experience for the last five years | |
2013 – present time | Chief Adviser for Rosseti, PJSC (primary place of employment) |
2012–2017 | Member of the Board of Directors of JSC Yantarenergo |
2014 – present time | Member of the Boards of Directors of JSC Rosseti Tyumen and OJSC IDGC of Urals |
2017–2019 | Member of the Board of Directors of PJSC IDGC of Siberia |
2018–2019 | Member of the Board of Directors of PJSC MOESK |
2020–2020 | Member of Audit Committee of the Board of Directors of OJSC IDGC of Urals |
2020 – present time | Member of the Boards of Directors of PJSC Rosseti Northern Caucasus, PJSC Rosseti Centre and Volga region, PJSC Rosseti North-West. Member of the Strategy Committee of the Board of Directors of OJSC IDGC of Urals. Chairman of the Audit Committee, member of the Strategy Committee of the Board of Directors of PJSC Rosseti Northern Caucasus. Member of the Strategy Committee, Chairman of the Personnel and Remuneration Committee of the Board of Directors of PJSC Rosseti Centre and Volga region |
2020–2021 | Chairman of the Personnel and Remuneration Committee of the Board of Directors of PJSC Rosseti North-West. Member of the Board of Directors, member of the Personnel and Remuneration Committee, Deputy Chairman of the Audit Committee of the Board of Directors of PJSC Rosseti Lenenergo |
2021 – present time | Member of the Boards of Directors of PJSC Rosseti Volga, PJSC Rosseti Centre |
2022 – present time | Member of the Board of Directors of JSC NWEUK |
Period of service on the Board of Directors of the Company | Since 31 August 2021 to the present time |
Non-Executive Director
Year of birth | 1948 |
Education | Higher. Graduated Moscow Engineering and Economic Institute named after S. Ordzhonikidze, majoring in Economics, engineer-economist. Holds a doctorate degree in Economics |
Work experience for the last five years | |
2011–2019 | Chairman of the Board of Directors of OJSC DVEUK |
2018–2021 | Chairman, member of the Board of Directors of PJSC IDGC of Centre |
2018 – present time | Chairman, member of the Board of Directors of PJSC Rosseti Centre and Volga region |
2020–2021 | Member of the Board of Directors of PJSC Rosseti Volga |
2021 – present time | Member of the Board of Directors of PJSC Rosseti South |
2021–2021 | Member of the Audit Committee under the Board of Directors of PJSC Rosseti Kuban |
2021–2022 | Chairman of the Personnel and Remuneration Committee of PJSC Rosseti Kuban |
Period of service on the Board of Directors of the Company | Since 3 June 2021 to the present time |
Non-Executive Director
Year of birth | 1980 |
Education | Higher. Graduated from North Ossetian State University n.a. . Khengurov, majoring in Jurisprudence, lawyer |
Work experience for the last five years | |
2013 – present time | Director for Corporate Governance – Head of Corporate Governance Department of PJSC FGC UES (primary place of employment) |
2020 – present time | Director for Corporate Governance – Head of Corporate Governance Department of PJSC Rosseti (part-time) |
2014 – present time | Member of the Supervisory Board of JSC UES SakRusenergo. Member of the Board of Directors of JSC MTCES |
2014–2021 | Member of the Board of Directors of LLC FGC UES Power Index |
2015–2021 | Member of the Board of Directors of LLC FGC – Asset Management |
2017 – present time | Member of the Board of Directors of JSC Energy Forecasting Agency |
2019 – present time | Member of the Board of Directors of LLC IT Energy Services |
2021 – present time | Member of the Boards of Directors of PJSC Rosseti Centre and Volga region, JSC STC UES, JSC VOLS-VL Management, JSC TCC, JSC ENIN. Chairman of the Board of Directors of JSC Kuban Main Grids |
2021–2021 | Member of the Board of Directors of JSC DVEUK-UNPG, JSC NWEUK |
Period of service on the Board of Directors of the Company | Since 31 August 2021 to the present time |
Non-Executive Director
Year of birth | 1973 |
Education | Higher. Graduated from Voronezh Polytechnic Institute, majoring in PGR Design and Technology, design & process engineer. Holds a candidate degree in Technical Science |
Work experience for the last five years | |
2012–2018 | Head of the Department of Information Technology, Automation and Telecommunications of OJSC Gazprom Neft |
2018–2020 гг. | Director of Information Technology at the Corporate Governance Centre of the Moscow representative office of Uralvagonzavod Research and Production Corporation n.a. F. Dzerzhinsky |
2020–2021 | Deputy General Director for Information Technology, JSC Uralvagonzavod Concern |
2021 – present time | Chief Advisor to the General Director, acting Deputy General Director for Digital Transformation of PJSC Rosseti (primary place of employment) |
2021 – present time | Chief Advisor to the General Director, acting Deputy General Director for Digital Transformation of PJSC FGC UES (part-time). Acting General Director of JSC VOLS-VL Management. Member of the Boards of Directors of JSC VOLS-VL Management, JSC Rosseti Tyumen, JSC MTCES, LLC IT Energy Service, JSC Chitatehenergo, LLC Infrastructural Investments-3, PJSC Rosseti Siberia, PJSC Rosseti Kuban, PJSC Rosseti Centre and Volga region, JSC FTC |
2022 – present time | Member of the Board of Directors of JSC NWEUK |
Period of service on the Board of Directors of the Company | Since 30 December 2021 to the present time |
Independent Director
Year of birth | 1969 |
Education | Higher. Graduated from Saint-Petersburg State University of Economics and Finance, majoring in Finance and Credit, economist |
Work experience for the last five years | |
2011–2019 | Deputy General Director for LLC Intratool Holding |
2015–2018 | Deputy General Director for Economics and Finance of LLC Safonovo Industrial Park |
2017 – present time | Member of the Strategy and Development Committee under the Board of Directors of JSC Tumenenergo. Member of the Reliability Committee of the Board of Directors of PJSC Rosseti Kuban |
2018 – present time | Adviser to General Director of JSC Avangard (primary place of employment) |
2019 – present time | Member of the Strategy Committee of the Board of Directors of Rosseti Kuban, PJSC |
Period of service on the Board of Directors of the Company | Since 16 June 2017 to the present time |
Non-Executive Director
Year of birth | 1980 |
Education | Higher. Graduated from Moscow Power Engineering Institute, majoring in Power Systems and Grids, engineer, and Economics and Management of Electric Power Enterprises, engineer-economist |
Work experience for the last five years | |
2006–2020 | First Deputy Chairman of the Management Board of PJSC FGC UES |
2016–2020 | Member of the Management Board of PJSC FGC UES |
2020 – present time | Deputy General Director for Investments, Capital Construction and Service Sales, member of the Management Board of PJSC Rosseti (part-time) |
2020 – present time | Deputy General Director for Investments, Capital Construction and Service Sales of PJSC FGC UES (primary place of employment) |
2014 – present time | Chairman of the Supervisory Board of JSC UES SakRusenergo |
2015–2017 | Chairman and President of SRO Union Energostroy |
2016–2017 | Chairman of the Board of Directors of JSC ECMC UES, JSC Energy Forecasting Agency, JSC Kuban Main Grids, JSC Tomsk Main Grids |
2016 – present time | Member of the Board of Directors of JSC TaigaEnergoStroy |
2019 – present time | Chairman, member of the Board of Directors of JSC ECMC UES. Chairman, member of the Board of Directors of OJSC Tomsk Main Grids |
2019–2020 | Chairman of the Board of Directors for JSC Energosetproekt |
2020 – present time | Member of the Presidium of the CIGRE RNC. Member of the Board of Directors of PJSC Rosseti Moscow Region |
2021 – present time | Member of the Boards of Directors of PJSC TDC, JSC Tyvaenergo, PJSC Rosseti Volga, PJSC Rosseti North-West, PJSC Rosseti Northern Caucasus, PJSC Rosseti Centre, PJSC Rosseti Siberia, JSC Rosseti Tyumen, JSC TCC, PJSC Rosseti South, JSC VOLS-VL Management |
2020 – present time | Chairman of the Grid Connection Committee of the Board of Directors of PJSC Rosseti Kuban |
Period of service on the Board of Directors of the Company | Since 3 June 2021 to the present time |
Non-Executive Director
Year of birth | 1978 |
Education | Higher. Graduated from Moscow State Construction University, majoring in Economics and Management at the Enterprise (in construction), economist. Holds a candidate degree in Economic Sciences |
Work experience for the last five years | |
2014–2017 | Deputy General Director for Development of JSC Syntez Group |
2018–2018 | Advisor to the Director General of JSC UEC |
2018 – present time | Adviser to PJSC Rosseti Lenenergo |
2019 – present time | Member of the Management Board; member of the Strategy Committee of the Board of Directors of PJSC Rosseti Lenenergo |
2021 – present time | Chief Advisor to General Director of PJSC Rosseti, Acting General Director for Economics and Finance of PJSC Rosseti |
2021 – present time | Member of the Boards of Directors of PJSC Rosseti Lenenergo, PJSC Rosseti North-West, PJSC Rosseti South, PJSC Rosseti Moscow Region, PJSC Rosseti Siberia, OJSC IDGC of Urals, JSC Rosseti Tyumen, JSC Yantarenergo, LLC FSK Asset Management, JSC ECMC UES |
Period of service on the Board of Directors of the Company | Since 3 June 2021 to the present time |
Executive Director
Year of birth | 1975 |
Education | Higher. Graduated from Lomonosov Moscow State University , majoring in Jurisprudence, lawyer. He holds a candidate degree in Legal Sciences |
Work experience for the last five years | |
2014 – present time | Chairman of the Management Board, General Director of PJSC Rosseti South (primary place of employment) |
2014–2019 | Member of the Board of Directors of JSC Donenergo |
2015 – present time | Member of the Board of Directors of PJSC Rosseti South |
2018 – present time | Chairman of the Board of Directors for JSC VMES |
2021 – present time | Chairman of the Management Board, acting General Director (part-time) of PJSC Rosseti Kuban |
Period of service on the Board of Directors of the Company | Since 31 August 2021 to the present time |
Independent Director
Year of birth | 1955 |
Education | Higher. Graduated from Moscow Power Engineering Institute, majoring in Automated Control Systems, system engineer |
Work experience for the last five years | |
2002 – present time | General Director of LLC Technology Centre |
2006 – present time | President of LLC OSBI KLASS Audit and Consulting Group (primary place of employment) |
2013 – present time | Member of Management Board Presidium for All-Russian Non-Governmental Organisation of Small and Medium Business OPORA RUSSIA |
2014 – present time | General Director for LLC Tori-Audit |
2015–2019 | Member of the Board of Directors of JSC Tumenenergo |
2020–2021 | Chairman of the Audit Committee under the Board of Directors of PJSC Rosseti Kuban |
Period of service on the Board of Directors of the Company | Since 20 June 2019 to the present time |
The Board of Directors elected by the extraordinary General Meeting of Shareholders on 31 August 2021 and sitting until a new Board of Directors was elected on 30 December 2021The statements of experience of the Board of Directors’ members state only the latest positions in each of the place of employment. All of the positions held by the Board of Directors members (in chronological order) can be found in quarterly reports of the Company published online on the website of Rosseti Kuban, PJSC in the For Shareholders and Investors / Information Disclosure / Reports of the Equity Issuer section. Information on the place of employment of the Board of Directors’ members and the positions they hold are given in accordance with the data provided to the Company by them as at 31 August 2021.
- Daniil Krainskiy, Chairman of the Board of Directors, non-executive director.
- Grigory Gladkovskiy, non-executive director.
- Yuri Goncharov, non-executive director.
- Alexander Kazakov, non-executive director.
- Madina Kaloeva, non-executive director.
- Mikhail Medvedev, independent director.
- Alexey Molskiy, non-executive director.
- Alexey Polinov, non-executive director.
- Boris Ebzeev, executive director.
- Viktor Yavorskiy, independent director.
Were re-elected to the Company's Board of Directors by the extraordinary General Meeting of Shareholders of PJSC Rosseti Kuban on 30 December 2021.
Non-Executive Director
Year of birth | 1983 |
Education | Higher. Graduated:
Holds a candidate degree in Legal Sciences Supplementary vocational education:
|
Work experience for the last five years | |
2015–2018 | First Deputy General Director of PJSC IDGC of Centre |
2019–2021 | Deputy General Director for Digital Transformation of PJSC Rosseti (primary place of employment) |
2020–2021 | Deputy General Director for Digital Transformation of PJSC FGC UES (part-time) |
2020–2020 | Member of the Board of Directors of JSC STC UES |
2020–2021 | Member of the Boards of Directors of PJSC Rosseti South, JSC VOLS-VL Management, PJSC Rosseti North-West, PJSC TDC, JSC FTC, PJSC Rosseti Centre |
2021–2021 | Member of the Boards of Directors of PJSC Rosseti Centre and Volga region, PJSC Rosseti Siberia, JSC NWEUK |
Period of service on the Board of Directors of the Company | From 31 August to 30 December 2021 |
The Board of Directors elected by the annual General Meeting of Shareholders on 3 June 2021 and sitting until a new Board of Directors was elected on 31 August 2021The statements of experience of the Board of Directors’ members state only the latest positions in each of the place of employment. All of the positions held by the Board of Directors members (in chronological order) can be found in quarterly reports of the Company published online on the website of Rosseti Kuban, PJSC in the For Shareholders and Investors / Information Disclosure / Reports of the Equity Issuer section. Information on the place of employment of the Board of Directors’ members and the positions they hold are given in accordance with the data provided to the Company by them as at 30 June 2021.
- Daniil Krainskiy, Chairman of the Board of Directors, non-executive director.
- Grigory Gladkovskiy, non-executive director.
- Alexander Kazakov, non-executive director.
- Mikhail Medvedev, independent director.
- Alexey Molskiy, non-executive director.
- Alexey Polinov, non-executive director.
- Viktor Yavorskiy, independent director.
Were re-elected to the Company's Board of Directors by the extraordinary General Meeting of Shareholders of PJSC Rosseti Kuban on 30 December 2021.
Non-Executive Director
Year of birth | 1970 |
Education | Higher. Graduated from Krasnoyarsk State University, majoring in Jurisprudence, lawyer. Holds a candidate degree in Legal Sciences Supplementary education: graduated from the Diplomatic Academy of the Ministry of Foreign Affairs of the Russian Federation in 2010, majoring in International Relations. In 2017, she undertook professional retraining at the National Research University Higher School of Economics on the programme of Human Resources Manager in Organisational Management. |
Work experience for the last five years | |
2009–2021 | Deputy Chairman of the Management Board for Human Resources of PJSC FGC UES |
2020–2021 | Deputy General Director for Human Resources (part-time) of PJSC Rosseti |
2021–2021 | Member of the Board of Directors of PJSC Rosseti South. Member of the Audit Committee under the Board of Directors of PJSC Rosseti Kuban |
Period of service on the Board of Directors of the Company | From 3 June to 31 August 2021 |
Non-Executive Director
Year of birth | 1982 |
Education | Higher. Graduated from St. Petersburg State University, majoring in Mathematical Methods in Economics, mathematical economist. Holds a candidate degree in Economic Sciences |
Work experience for the last five years | |
2013 – present time | Deputy General Director for Strategy of PJSC Rosseti (primary place of employment) |
2020 – present time | Deputy General Director for Strategy of PJSC FGC UES (part-time) |
2014–2017 | Member of the Board of Directors of PJSC IDGC of Siberia |
2014–2018 | Member of the Board of Directors of PJSC Lenenergo |
2015–2016 | Member of the Board of Directors of PJSC TDC |
2016–2018 | Member of the Board of Directors of PJSC FTC, JSC STC UES |
2016–2019 | Member of the Board of Directors of PJSC FGC UES |
2017–2018 | Member of the Boards of Directors of PJSC IDGC of Volga and JSC Yantarenergo |
2017–2019 | Member of the Board of Directors of JSC DVEUK |
2019–2020 | Member of the Board of Directors of PJSC IDGC of Center and Volga Region |
2020–2021 | Member of the Boards of Directors of PJSC Rosseti Volga, OJSC IDGC of Urals and PJSC Rosseti Northern Caucasus |
2021–2021 | Member of the Boards of Directors of PJSC TDC, PJSC IDGC of Centre, JSC Rosseti Tyumen, PJSC Rosseti South. Member of the Strategy Committee of the Board of Directors of Rosseti Kuban, PJSC |
Period of service on the Board of Directors of the Company | From 3 June to 31 August 2021 |
Non-Executive Director in this composition
Year of birth | 1976 |
Education | Higher. Graduated:
Completed the advanced training courses:
|
Work experience for the last five years | |
2013–2019 | Deputy General Director for Capital Construction of PJSC Rosseti |
2016–2020 | Member of the Board of Directors of PJSC FGC UES and PJSC Lenenergo |
2019–2020 | Member of the Board of Directors of PJSC MOESK |
2019–2021 | General Director, Chairman of the Management Board of PJSC Rosseti Kuban |
2021 – present time | Deputy Director General for Investments of JSC ECMC UES (primary place of employment) |
Period of service on the Board of Directors of the Company | From 25 May 2020 to 31 August 2021 |
Non-Executive Director
Year of birth | 1980 |
Education | Higher. Graduated:
In 2005, she took a retraining course at the Academy of National Economy under the Government of the Russian Federation on State Management of Economic Development. Holds a candidate degree in Economic Sciences |
Work experience for the last five years | |
2013 – present time | Deputy General Director for Corporate Governance of PJSC FGC UES |
2013–2020 | Member of the Management Board of PJSC FGC UES |
2020 – present time | Deputy General Director for Corporate Governance (part-time) of PJSC Rosseti |
2018–2019 | Member of the Board of Directors of JSC DVEUK |
2019–2020 | Member of the Board of Directors of JSC Electromagistral |
2021 – present time | Chairman of the Board of Directors of PJSC Rosseti Siberia, JSC Tyvaenergo, PJSC TDC, member of the Board of Directors of OJSC IDGC of Urals, PJSC Rosseti Volga, JSC Yantarenergo, JSC Rosseti Tyumen, JSC STC UES, JSC DVEUK-UNPG, PJSC TNS Energo Group |
Period of service on the Board of Directors of the Company | From 3 June to 31 August 2021 |
The Board of Directors elected by the annual General Meeting of Shareholders on 29 May 2020 and sitting until a new Board of Directors was elected on 3 June 2021
Chairman of the Board of Directors, Non-Executive Director
Year of birth | 1973 |
Education | Higher. Graduated:
Completed the advanced training courses:
Participated in training programmes on the Strategy and Tactics in the Age of Digitalisation in the Electric Power Industry at ANO Innopolis University. Holds a doctorate degree in Economics |
Work experience for the last five years | |
2013–2019 | General Director, Chairman of the Management Board of PJSC Kubanenergo |
2014–2019 | Member of the Board of Directors of PJSC Kubanenergo |
2019–2021 | Chairman of the Board of Directors of PJSC Rosseti Kuban |
Period of service on the Board of Directors of the Company | From 23 June 2014 to 3 June 2021 |
Non-Executive Director
Year of birth | 1967 |
Education | Higher. Graduated from Novocherkassk Polytechnic Institute, majoring in Electrical Engineering |
Work experience for the last five years | |
2009–2019 | Deputy Head of Technical Audit Service of the branch of operational dispatch office of Centre of JSC UES |
2019 – present time | Deputy Chief Engineer — Chief Dispatcher of PJSC Rosseti (primary place of employment) |
2019–2020 | Member of the Board of Directors of PJSC IDGC of North-West |
2020 – present time | Deputy Chief Engineer — Chief Dispatcher of PJSC FGC UES |
2020–2021 | Chairman of the Board of Directors of PJSC Rosseti Siberia. Member of the Board of Directors of PJSC IDGC of Centre and Volga Region, PJSC Rosseti Volga. Member of the Strategy Committee of the Board of Directors of Rosseti Kuban, PJSC |
2021 – present time | Member of the Board of Directors of PJSC Rosseti South |
Period of service on the Board of Directors of the Company | From 29 May 2020 to 3 June 2021 |
Non-Executive Director
Year of birth | 1975 |
Education | Higher. Graduated from the Griboyedov Institute of International Law and Economics, majoring in Legal Studies, lawyer |
Work experience for the last five years | |
2005 – present time | Vice President for Legal Regulation and Enforcement, RUIE (primary place of employment) |
2006 – present time | General Director, member of the Board of Directors of the Corporate Relations Development and Economic Dispute Resolution Center Non-Commercial Partnership |
2008 – present time | Chairman of the Board of the Association “Interregional Self-Regulating Organisation of Professional Arbitration Managers” |
2009–2016 | Member of the Board of Directors of OJSC Russian Public Opinion Research Centre (VCIOM) Chairman of the Board of Directors of OJSC VNIPIneft |
2011–2016 | Chairman of the Board of Directors of OJSC Innovation Centre for Textile and Consumer Industry |
2011–2017 | Member of the Board of Directors of PJSC IDGC of Volga |
2012 – present time | Member of the Auditing Commission of OJSC RZD |
2014–2018 | Chairman of the Grid Connection Committee of the Board of Directors of PJSC Kubanenergo |
2014–2017 | Member of the Personnel and Remuneration Committee of the Board of Directors of PJSC Kubanenergo |
2016–2016 | Member of the Board of Directors of OJSC All-Russian Research Institute for Oil Refining |
2017–2018 | Member of the Board of Directors of OJSC Mosenergostroy CIC, JSC Oil Recovery Interbranch Scientific and Technical Complex |
2018–2020 | Member of the Board of Directors of PJSC IDGC of Centre. Member of the Audit Committee and the Grid Connection Committee of the Board of Directors of PJSC Kubanenergo |
2018–2021 | Member of the Board of Directors of the Institute of Internal Auditors Association |
2020–2021 | Member of the Board of Directors of OJSC Russian Public Opinion Research Centre (VCIOM). Member of the Personnel and Remuneration Committee and the Grid Connection Committee of the Board of Directors of PJSC Rosseti Kuban |
Period of service on the Board of Directors of the Company | From 17 June 2013 to 3 June 2021 |
Non-Executive Director
Year of birth | No information provided |
Education | |
Work experience for the last five years | |
2020 | Director of the Security Department of PJSC Rosseti (primary place of employment) |
2020 | Member of the Board of Directors of PJSC Rosseti Northern Caucasus |
Period of service on the Board of Directors of the Company | From 29 May 2020 to 3 June 2021 |
Non-Executive Director
Year of birth | 1977 |
Education | Higher. Graduated from the Peoples’ Friendship University of Russia, Master of Law. Completed professional retraining at Lomonosov Moscow State University in the Basic Management Pool Training Programme |
Work experience for the last five years | |
2013–2020 | Director of the Department for Corporate Governance of PJSC Rosseti (primary place of employment) |
2015–2017 | Member of the Board of Directors of PJSC IDGC of Siberia |
2015–2020 | Member of the Board of Directors of PJSC IDGC of Center and Volga Region |
2017–2020 | Member of the Board of Directors of PJSC IDGC of Northern Caucasus |
2020–2021 | Member of the Board of Directors of PJSC Rosseti South, PJSC TDC, JSC Severkavkazenergo, JSC VOLS-VL Management, JSC STC UES, JSC FTC |
Period of service on the Board of Directors of the Company | From 29 May 2020 to 3 June 2021 |
Non-Executive Director
Year of birth | 1979 |
Education | Higher. Graduated from Universita commerciale Luigi Bocconi (Milan, Italy), majoring in Economics and Enterprise Management (by sector), economist |
Work experience for the last five years | |
2016–2018 | General Director of LLC Artpol Anapa Hills |
2018 – present time | Director — Head of the International Cooperation Department, PJSC Rosseti (primary place of employment) |
2021 – present time | Director – Head of International Cooperation Department, PJSC FGC UES |
2019–2020 | Member of the Board of Directors of PJSC IDGC of Centre |
2019 – present time | Member of the Russian National Committee of the World Energy Council (Fuel and Energy Complex Association). Member of the Board of Directors of JSC ENIN |
Period of service on the Board of Directors of the Company | From 29 May 2020 to 3 June 2021 |
Non-Executive Director
Year of birth | 1980 |
Education | Higher. Graduated
Holds a candidate degree in Medical Sciences |
Work experience for the last five years | |
2013 – present time | Head of Insurance Office in the Strategy Department of PJSC Rosseti (primary place of employment) |
2021 – present time | Head of Insurance Department of the Strategy Department of PJSC FGC UES |
2016–2021 | Member of the Board of Directors of PJSC Dagestan Energy Retail Company |
2017–2018 | Member of the Board of Directors of PJSC Severkavkazenergo |
2020–2021 | Member of the Audit Committee under the Board of Directors of PJSC Rosseti Kuban |
Period of service on the Board of Directors of the Company | From 25 May 2020 to 3 June 2021 |
Non-Executive Director
Year of birth | 1979 |
Education | Higher. Graduated from the All-Russian State Distance-Learning Institute of Finance and Economics, majoring in Accounting and Audit, and from the Vladimir Law Institute of Federal Penitentiary Service of Russia, majoring in Jurisprudence |
Work experience for the last five years | |
2015 – present time | Head of Tariff Policy Department of PJSC Rosseti (primary place of employment) |
2021 – present time | First Deputy Head of Economic Planning and Tariff Setting Department of PJSC FGC UES |
2016–2018 | Member of the Board of Directors of PJSC IDGC of Volga |
2017–2018 | Member of Strategy and Development Committee of the Board of Directors of PJSC IDGC of Centre, PJSC IDGC of Center and Volga Region, PJSC IDGC of Northern Caucasus |
2017–2019 | Member of the Audit Committee of the Board of Directors of PJSC Kubanenergo |
2018–2021 | Member of the Board of Directors of PJSC TDC, PJSC IDGC of North-West |
2018–2019 | Member of the Strategy and Development Committee of the Board of Directors of PJSC MOESK, OJSC IDGC of Urals |
2019–2020 | Member of the Strategy Committee of the Board of Directors of PJSC IDGC of Centre, PJSC IDGC of Center and Volga Region, PJSC Rosseti Lenenergo |
2019–2021 | Member of the Strategy Committee of the Board of Directors of PJSC TDC. Member of the Audit Committee of the Board of Directors of PJSC IDGC of North-West. Member of the Strategy Committee of the Board of Directors of Rosseti Kuban, PJSC |
2020–2021 | Member of the Personnel and Remuneration Committee of PJSC IDGC of North-West. Member of the Board of Directors, member of the Audit Committee of the Board of Directors of OJSC IDGC of Urals. Member of the Board of Directors of OJSC Tomsk Main Grids. Member of the Audit Committee of the Board of Directors of PJSC TDC. Member of the Audit Committee under the Board of Directors of PJSC Rosseti Kuban |
Period of service on the Board of Directors of the Company | From 16 June 2017 to 3 June 2021 |
Non-executive director since 18 May 2021
Re-elected to the Company's Board of Directors by the extraordinary General Meeting of Shareholders of PJSC Rosseti Kuban on 30 June 2021. For more details, please see the Board of Directors elected by the annual General Meeting of Shareholders on 3 June 2021 and sitting until a new Board of Directors was elected on 31 August 2021 section.
Were re-elected to the Company's Board of Directors by the extraordinary General Meeting of Shareholders of PJSC Rosseti Kuban on 30 December 2021. For more details, please see the Current Board of Directors (elected at the extraordinary General Meeting of Shareholders of the Company on 30 December 2021) section.
Indicator | Membership of the Board of Directors | ||||
---|---|---|---|---|---|
From 29.05.2020 to 03.06.2021 | From 03.06.2021 to 31.08.2021 | From 31.08.2021 to 30.12.2021 | From 30.12.2021 to the present time | ||
Gender structure of the Board of Directors | 10 men, 1 woman | 9 men, 2 women | 10 men, 1 woman | ||
Tenure on the Board of Directors: | Average tenure – 3 years | Average tenure – 2 years | |||
| 5 people / 45.5% | 8 people / 72.7% | 9 people / 81.8% | ||
| 1 person / 9.1% | – | |||
| 5 people / 45.4% | 2 people / 18.2% | 2 people / 18.2% | ||
Education of members of the Board of Directors: | 9 people – 1 higher education, 2 people – 2 higher educations | 10 people – 1 higher education, 1 person – 2 higher educations | 8 people – 1 higher education, 2 people – 2 higher education, 1 person – 3 higher educations | 9 people – 1 higher education, 2 people – 2 higher educations | |
| 4 people | 7 people | 6 people | ||
| 3 people | 2 people | 5 people | 4 people | |
| 4 people | 3 people | |||
| 1 person | – | |||
Age of members of the Board of Directors: | Average age – 48.3 years | Average age – 48.2 years | Average age – 47.5 years | Average age – 48.5 years | |
| – | 2 people | 1 person | ||
| 8 people | 5 people | 6 people | 7 people | |
| 3 people | 4 people | 3 people |
All persons on the Board of Directors of the Company during 2021 are the citizens of the Russian Federation.
None of the members of the Board of Directors:
- Owned the Company shares or closed transactions with them during the reporting
yearAccording to the data provided to the Company by the Board members. - Took training courses at the expense of the Company
- Had no family ties with persons who are members of the bodies that manage and/or control the financial and economic activities of the Company
- Was held administratively liable for financial improprieties, offence regarding tax and fees or security market, or had any criminal record for economic crimes or crimes against the state
- Did not hold positions in the management bodies of commercial organisations during the period when bankruptcy proceedings were initiated against these organisations and/or one of the bankruptcy procedures provided for by the insolvency legislation of the Russian Federation was introduced
- Had any conflicts of interest (including those related to participation in the management bodies of the Company's competitors) in the reporting year
- Received any loans (credits) from the Company
Performance of the Board of Directors
In 2021, 47 meetings of the Board of Directors were held, three of which were held in person,
Indicator | 2019 | 2020 | 2021 |
---|---|---|---|
Quantity of the Board's meetings held | 44 | 42 | 47 |
Including in person (in mixed form) | 7 | 2 | 4 |
Number of issues discussed | 149 | 153 | 184 |
Including decisions taken | 149 | 153 | 184 |
Number of tasks given to the Company's executive bodies | 29 | 21 | 26 |
Attendance of the Board members at the Board meetings on average (%) | 99.3 | 95.2 | 87.7 |
The structure of the issues considered by the Board of Directors corresponds to its role in the management of the Company. The following topics are of highest importance in the structure of the questions considered:
- Convening and holding the General Meeting of Shareholders
- Approving plans and internal documents
- Reviewing management reports on various aspects of the Company's activities
- HR issues and remuneration
THE FOLLOWING LONG-TERM COMPANY PLANS AND PROGRAMMES WERE APPROVED |
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THE FOLLOWING ANNUAL AND QUARTERLY PLANS AND PROGRAMMES OF THE COMPANY WERE APPROVED |
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THE FOLLOWING INTERNAL DOCUMENTS OF THE COMPANY WERE APPROVED |
New revisions:
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THE FOLLOWING RESOLUTIONS WERE TAKEN |
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THE FOLLOWING WAS REVIEWED |
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At meetings held in present (in mixed format) during the reporting year, the Board of Directors did as follows:
- Considered the progress report on the business plan for 2020, 2021, Q1 and Q2 and H1 2021
- Considered the progress report on the investment programme for 2020, Q1 and Q2 2021 and H1 2021
- Approved the business plan for 2022 and projections for
2023–2026
The performance assessment of the Board of Directors and its committees were not conducted during the reporting year.
Full name | Membership of the Board of Directors (1 - from 29.05.2020 to 03.06.2021 2 — from 03.06.2021 to 31.08.2021 3 — from 31.08.2021 to 30.12.2021 4 — from 30.12.2021 to the present time) | Number of meetings attended by a member of the Board of Directors (from those possible to attend)Information on the participation of the Board’s members in committees work is given only for the period when those persons were sitting on the Board of Directors. | |||||
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Board of Directors | Reliability Committee | Audit Committee | Strategy Committee | Personnel and Remuneration Committee | Grid Connection Committee | ||
Alexander Gavrilov, Chairman of the Board of Directors of the 1st composition | 1 | 21 of 21 | – | – | – | – | – |
Igor Alyushenko | 21 of 21 | – | – | 12 of 12 | – | – | |
Alexander Varvarin | 21 of 21 | – | – | – | 8 of 8 | 3 of 3 | |
Vasiliy Varseev | 0 of 21 | – | – | – | – | – | |
Denis Guryanov | 8 of 21 | – | – | – | – | – | |
Andrey Logatkin | 21 of 21 | – | – | – | – | – | |
Ivan Terekhov | 18 of 21 | – | 8 of 9 | – | – | – | |
Irina Shagina | 21 of 21 | – | 9 of 9 | 12 of 12 | – | – | |
Sergey Sergeyev | 1 and 2 | 32 of 32 | – | – | – | – | – |
Mikhail Medvedev | 1, 2, 3, 4 | 47 of 47 | 8 of 8 | – | 25 of 25 | – | – |
Viktor Yavorskiy | 47 of 47 | – | 16 of 16 | – | – | – | |
Natalya Ozhegina | 2 | 10 of 11 | – | 1 of 1 | – | 1 of 2 | – |
Egor Prokhorov | 9 of 11 | – | – | 1 of 1 | – | – | |
Maria Tikhonova | 11 of 11 | – | – | – | – | – | |
Daniil Krainskiy, Chairman of the Board of Directors of the 2nd, 3rd, 4th composition | 2, 3, 4 | 26 of 26 | – | – | 9 of 9 | – | – |
Grigory Gladkovskiy | 26 of 26 | – | – | – | – | – | |
Alexander Kazakov | 25 of 26 | – | 6 of 6 | – | 8 of 8 | – | |
Alexey Molskiy | 24 of 26 | – | – | – | – | 7 of 7 | |
Alexey Polinov | 12 of 26 | – | – | – | – | – | |
Yuri Goncharov | 3 and 4 | 15 of 15 | – | 5 of 5 | – | – | – |
Madina Kaloeva | 15 of 15 | – | – | – | – | – | |
Boris Ebzeev | 15 of 15 | – | – | – | – | – | |
Konstantin Mikhailik | 3 | 0 of 15 | – | – | – | – | – |
Konstantin Kravchenko | 4 | 0 (no meetings of the 4th Board of Directors were held during the year) | – | – | – | – | – |
The work plan for the 2021/2022 corporate year was approved by the Board of Directors on 2 December 2021 for the following focus areas:
- Strategic development of the Company
- Mid-term and short-term planning of the Company's operations
- Workflow management of the Board of Directors
- Follow-up of the resolutions of the Board of Directors and the General Meeting of Shareholders
The plan includes:
- Essential issues to be considered at the Board's meetings
- Deadline for consideration of issues accurate to within a month
- .Format of meetings (with the right to define the final format of the meeting by the Chairman of the Board of Directors, in accordance with para. 6.12 of the Regulations on the Board of Directors)
- List of persons (Company’s executive bodies) responsible for the preparation of issues to be considered at the meetings of the Board of Directors
On 9 February 2022, the Board of Directors of the Company decided (Minutes No. 464/2022 dated 11 February 2020) to conduct the self-assessment of the Board of Directors and its Committees for the 2021/2022 corporate year.
Report of the Board of Directors on the Company's progress in the priority areas
TO PURSUE THE DEVELOPMENT STRATEGY OF THE POWER GRID COMPLEX OF THE RUSSIAN FEDERATION AS WELL AS OTHER STRATEGIES AND PROGRAMMES, THE COMPANY HEREIN STATES ITS PRIORITIES.
Priority | Basis | Baselines for 2021 targets | Progress in 2021 | Plan for 2022 | ||
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Plan | Actual | Reasons of non-delivery of the plan | ||||
Ensuring the established level of reliability and quality of provided services as statutory required | Decision of the Board of Directors dated 18 November 2011, Minutes No. 121/2011 | Order No. 62/2017-e of the Regional Energy Commission – Department of Prices and Tariffs of the Krasnodar Territory dated 27 December 2017 “On Setting Tariffs for Organisations Providing Electricity Transmission Services” | Approved values:
| Achieved values:
| – | Approved values:
|
Providing accessible energy infrastructure and good quality of grid connection to the Company’s grids | Decision of the Board of Directors dated 12 September 2014, Minutes No. 196/2014 | Process regulation RP 00104604-ISM 006-2020 Grid Connection. Efficiency is assessed by the quality of review of grid connection applications as specified in para. 2.9 of the Standard Procedure for Calculating and Evaluating the Achievement of Key Performance Indicators of the Individual Executive Bodies of Subsidiaries and Affiliates of PJSC Rosseti engaged in electricity transmission and grid connection activities, approved by Order No. 300 of PJSC Rosseti dated 15 May 2020, subject to the procedure for calculating and evaluating the KPI performance of the General Director of PJSC Rosseti Kuban approved by Company Order No. 598-od dated 9 October 2020 as well as by indicator “Drafting and issuing the certificate of grid connection and other related documents to applicants with a maximum capacity of up to 150 kW consumer terminals”, established by para. 3.1.1.of the Target Model “Grid Connection” approved by Order No. 147-r of the Government of the Russian Federation dated 31 January 2017 | The planned value of the quality indicator for grid connection application review is <1.3. Compliance with the deadlines for grid connection services is assessed by the indicator “Drafting and issuing the certificate of grid connection and other related documents to applicants with a maximum capacity of up to 150 kW consumer terminals”. The planned value is 10 days | 1.001 1 day | – | Achieving the quality of review of grid connection applications of 1.3 maximum (in accordance with para. 2.9 the Standard Procedure for Calculating and Evaluating the Achievement of Key Performance Indicators of the Individual Executive Bodies of Subsidiaries and Affiliates of PJSC Rosseti engaged in electricity transmission and grid connection activities, approved by Order No. 300 of PJSC Rosseti dated 15 May 2020, subject to the procedure for calculating and evaluating the KPI performance of the General Director of PJSC Rosseti Kuban approved by Company Order No. 598-od dated 9 October 2020 |
Planning the development of Company’s Distribution Power Grid Complex | Decision of the Board of Directors dated 5 September 2011, Minutes No. 116/2011 | Process regulation RP 00104604-ISM 006-2020 Grid Connection | To take active part in the development of the Roadmap for Prospective Development of the Electric Power Industry in the Krasnodar Territory for 2022–2026 and the Roadmap for Development of the Electric Power Industry in the Republic of Adygea for 2021–2025 To involve a design organisation to develop a Comprehensive Programme for the Development of Power Grids of PJSC Rosseti Kuban for 2021–2025 | Direct participation in the development of the Roadmap of Perspective Development of the Electric Power Industry of the Krasnodar Territory for 2022–2026 and the Roadmap of Development of the Electric Power Industry of the Republic of Adygea for 2021–2025. By order of PJSC Rosseti Kuban, JSC FTC developed a comprehensive programme of development of power grids of Rosseti Kuban PJSC for the period 2021–2025. This Programme is now the basis for yearly drafting of proposals on adding steps to the Roadmap for Prospective Development of the Electric Power Industry in the Krasnodar Territory and the Republic of Adygea on a five-year time frame | – | To take active part in the development of the Roadmap for Prospective Development of the Electric Power Industry in the Krasnodar Territory for 2023–2027 and the Roadmap for Development of the Electric Power Industry in the Republic of Adygea for 2022–2026. To involve a design organisation to design a Comprehensive Programme for the Development of Power Grids of PJSC Rosseti Kuban for 2022–2026 |
Improving the counter-terrorism and anti-sabotage protection of the Company’s grid facilities | Decisions of the Board of Directors dated 5 August 2010, Minutes No. 94/2010; dated 29 January 2015, Minutes No. 202/2015 | In order to ensure the safety of the Company's facilities, the following measures to be taken:
| Public and political events in the Krasnodar Territory were cancelled in the reporting year due to the COVID-19 pandemic. The plans were fully implemented, except for the issues related to security of the Company's power facilities during social and political events (the Russian Investment Forum 2021 in Sochi), etc., and due to the adjustment of the investment programme, adjustments were made to the timing of installation of engineering and technical security equipment: 110 kV Gasapparat substation, 110 kV Albashi substation | Plan was accomplished | – | In order to ensure the safety of the Company's facilities, the following measures to be taken:
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Improving the Internal Control and Risk Management System, promoting internal audit function | Decision of the Board of Directors dated 12 September 2014, Minutes No. 196/2014 | Implementation of the plan for maintaining efficiency and developing the Company's internal control and risk management system for 2021–2023 approved by resolution of the Board of Directors of PJSC Rosseti Kuban (Minutes No. 433/202 dated 24 May 2021) for 2021 | In 2021, 14 activities under the Plan for maintaining the efficiency and developing the Company's internal control and risk management system for 2021–2023 were envisaged. All activities were completed on time, in addition, one activity planned for 2022 was completed ahead of schedule | Implementation of measures in accordance with the Plan for maintaining efficiency and developing the Internal Control and Risk Management System of PJSC Rosseti Kuban approved by decision of the Board of Directors of PJSC Rosseti Kuban (Minutes No. 433/2021 dated 24 May 2021) | Implementation of the plan for maintaining efficiency and developing the Company's internal control and risk management system for 2021–2023 approved by resolution of the Board of Directors of PJSC Rosseti Kuban (Minutes No. 433/2021 dated 24 May 2021) for 2021 | |
Innovative development while overseeing the delivery of the Company's current innovation development programme | Decision of the Board of Directors dated 30 March 2021, Minutes No. 426/2021 | Board of Directors Decision No. 450/2021 dated 13 October 2021 | IR&D(R&D Cost Indicator) – 0.15% of planned own revenues. IINTEGRATION(Innovative Product (Goods, Works, Services) Procurement Indicator) – 4.6% of planned utilisation of the investment programme | IR&D(R&D Cost Indicator) – 0.16% of planned own revenues, 105% of the plan IINTEGRATION(Innovative Product (Goods, Works, Services) Procurement Indicator) – 4.33% of actual utilisation of the investment programme, 94% of the plan | The targets were achieved | IR&D(R&D Cost Indicator) – 0.15% of planned own revenues. IINTEGRATION (Innovative Product (Goods, Works, Services) Procurement Indicator) – 4.7% of planned utilisation of the investment programme |