The Board of Directors

The BoD administers the Company’s activities, except for the issues referred to the GSM competence by the Federal Law “On Joint-Stock Companies” and the Charter. The BoD ensures control over the executive bodies, efficient interaction among the bodies and observation and protection of rights and legitimate shareholder interests.

The BoD competence includes decision-taking on the following key issues:

  • Determination of priorities and development strategy of the Company;
  • Placement of bonds and other securities, except for the cases stipulated by the Russian legislation;
  • Election of the CEO and pre-term termination of the powers, including resolutions on pre-term cancellation of the CEO’s labor contract;
  • Determination of MB membership, election of MB members, remunerations and compensations paid to the MB members, pre-term termination of the powers, including pre-term termination of their labor contracts;
  • Recommendations on the amount of dividends on shares and payout procedure;
  • Approval of large transactions and interested-party transactions in cases stipulated by the Federal Law on joint-stock companies.

The full list of key competence issues of the BoD is set forth by the Charter (item 15.1, article 15).

The Board of directors consists of 11 persons. The BoD that functioned prior to June 16, 2011 was elected by the AGSM on June 25, 2010 (protocol #2 dd. 30.06.2010). It consisted of 11 members*:

  • Aleksey Vladimirovich DEMIDOV (1976)
    The BoD Chairperson. Education: St. Petersburg Institute for Trading and Economics (1998), profession: Accounting and Audit. Since 2009 Deputy General Director for Economics and Finance at Holding IDGC, ОАО, First Deputy General Director at IDGC Holding, OAO.
  • Valery Mukhamedovich SHOGENOV (1981)
    Education: International University (Moscow, 2002), profession: Law. Since 2008 Deputy Department Director at Russian Ministry for Energy.
  • Petr Mikhailovich EROKHIN (1946)
    Education: Urals Polytechnics University (1969), profession: Energy systems and grids. Since 2002 General Director of the Urals ODM branch of SO UES, ОАО.
  • Valery Nikolayevich RODIN (1952)
    Education: Urals Polytechnics Institute (1974), profession: Thermal Plants. Since 2009 up to present General Director at IDGC of Urals, ОАО.
  • Maksim Mikhailovich SAUKH (1979)
    Education: St. Petersburg Humanitarian University of Trade Unions (2001), profession: Law. Since 2008 First Deputy Head of Corporate Governance and Shareholder Relations Department at IDGC Holding, OAO.
  • Sergey Sergeevich EZIMOV (1982)
    Education: Moscow State International Relations Institute (2004). Since 2006 Portfolio advisor at the branch of Wermuth Asset Management GmbH, OOO.
  • Pavel Vladilenovich GOLUBEV (1962)
    Education: Omsk Polytechnic Institute (1984), profession: Electrician. Since 2008 Head of Exploitation, Repairs and Maintenance Department at IDGC Holding, OAO.
  • Mikhail Viktorovich AZOVTSEV (1978)
    Education: State University – High School of Economics (2002). Since 2004 Head of M&A Department at Integrated Energy Systems, ZAO.
  • Aleksei Veniaminovich BELSKY (1976)
    Education: Udmurt State University (1998), profession: Law. Since 2007 Head of Corporate Secretary Directorate at Integrated Energy Systems, ZAO.
  • Sergey Vyacheslavovich VASILYEV (1975)
    Education: Lomonosov Moscow State University (1997), profession: Law. Since 2008 Director for Legal Affairs, Head of Legal Department at IDGC Holding, OAO.
  • Konstantin Yuryevich PETUKHOV (1971)
    Education: Altai State Technical University (1997). Since 2008 Director for Strategy and Development at IDGC Holding, OAO. At present – General Director of IDGC of Siberia, OAO.

The AGSM held on June 16, 2011 elected the following BoD consisting of 11 persons*:

  • Mikhail Yuryevich KURBATOV (1981)
    The BoD Chairperson. Education: St. Petersburg State University of Economics and Finance (1998-2003), profession: Global economy. Since 2010 Deputy General Director at IDGC Holding, OAO. Share in the charter capital – none.
  • Dmitry Dmitrievich MIKHEEV (1983)
    Education: Altai State Technical University (2005), profession: Energy supply of industrial enterprises. Since 2008 Deputy Head of Energy Transport and Supply Department at IDGC Holding, OAO. Share in the charter capital – none.
  • Boris Iosiphovich MEKHANOSHINs (1950)
    Education: Moscow Energy Institute (1973). Since 2002 Deputy General Director – Technical Director at IDGC Holding, OAO. Share in the charter capital – none.
  • Valery Nikolayevich RODIN (1952)
    Education: Urals Polytechnics Institute (1974), profession: Thermal Plants. Since 2009 up to present General Director at IDGC of Urals, ОАО. Share in the charter capital – 0.0081%.
  • Maksim Mikhailovich SAUKH (1979)
    Education: St. Petersburg Humanitarian University of Trade Unions (2001), profession: Law. Since 2008 First Deputy Head of Corporate Governance and Shareholder Relations Department at IDGC Holding, OAO. Share in the charter capital – none.
  • Konstantin Mikhailovich YUSHKOV (1964)
    Education: Urals Polytechnical Institute (1987), profession: Technologist. Since 2010 portfolio advisor at Wermuth Asset Management GmbH, OOO. Share in the charter capital – 0.2%.
  • Sergey Evgenyevich YURCHUK (1966)
    Education: Moscow State Lomonosov University (1994), profession: Economist. Since 2009 Director for Finance at IDGC Holding, OAO. Share in the charter capital – 0.00064%.
  • Mikhail Viktorovich AZOVTSEV (1978)
    Education: State University – High School of Economics (2002). Since 2004 Head of M&A Department at Integr ated Energy Systems, ZAO. Share in the charter capital – none.
  • Konstantin Vladimirovich SHEVCHENKO (1977)
    Education: Drexel University, USA (1998). Since 2010 Deputy General Director at Infrastuktura Kapital, OOO. Share in the charter capital – none.
  • Taras Vyacheslavovich SHEVCHENKO (1973)
    Education: Moscow State Lomonosov University (2001), profession: Law. Since 2009 Director for Purchases at IDGC Holding, OAO. Share in the charter capital – none.
  • Aleksey Yuryevich STEPANOV (1964)
    Education: Moscow Energy Institute (1988), profession: Plant Automation and Energy Distribution. Since 2010 Director of Operating Control and Management Department at Russian Ministry iof Energy. Share in the charter capital – none.

The BoD members performed no transactions on share acquisition or alienation during the reported period. To ensure the objectivity of adopted resolutions and balance of interest expressed by different shareholder groups the Company strives to have at least 3 (Three) independent directors.

The BoD sessions are arranged on a regular basis but no less than once in six weeks. In 2011 there were 16 BoD session, including 1 session in the form of compresence (in praesentia). During the sessions 286 issues regarding various operating directions were reviewed.

The most important BoD resolutions adopted in 2011 were:

  • Program on Energy-Saving and Increase of Energy Efficiency for 2011-2015 (protocol #83 dd. 12.04.2011);
  • The Regulations on Control Environment and Risks of the Business Processes – Commercial metering and Transmission sales, Purchase Management, Exploitation;
  • The Innovative Development Program of IDGC of Urals, OAO (protocol #88 dd. 01.08.2011);
  • Adjusted business plan (including investment program) for 2011 (protocol #91 dd. 09.09.2011);
  • Adjusted annual and quarterly KPIs for 2011 (protocol #91 dd. 09.09.2011);
  • The Company’s priority – Improvement of Grid Asset Purchase Procedure;
  • The Company’s priority – Provision of reliable and quality services at the level set by local tariff authorities (protocol #92 dd. 11.10.2011);
  • Action plan on obligatory energy audit of grid and production facilities in 2011-2012 (protocol #92 dd. 11.10.2011);
  • The Company’s priority – implementation of the control system on important investment project construction (protocol #93 dd. 08.11.2011);
  • Withdrawal from Insurance Company Privat-Energostrakh, ZAO by selling shares (protocol #95 dd. 30.12.2011);
  • The Regulations on Insider Information in a new version (protocol #95 dd. 30.12.2011).

The BoD also regularly reviews CEO’s reports on various issues and execution of BoD resolutions. In 2011 the BoD approved 58 interested-party transactions. The review of such transactions is disclosed in the Appendix to the report. There were no transactions acknowledged by the Federal Law “On Joint-Stock Companies” as major as well as other transactions which are, under the Charter, subject to major transaction approval procedure in 2011.

Criteria determining the amount and payment frequency of the BoD remunerations as well as the amount of BoD-related expense compensation are determined by the Regulations on Remunerations and Compensations paid to the BoD members approved by the AGSM on 30.04.2008. According to the Regulations BoD remuneration consists of fixed and variable parts and includes 3 payment categories:
1. For each BoD session in which a BoD member participated (individual work). Participating in an in-absentia session, a BoD member earns 8 minimum monthly tariff rates of a 1st grade worker, stipulated by the sector tariff agreement, as of session date (in-praesentia session – 10 tariff rates). The BoD Chairperson remuneration increases by 50%.
2. Additional remuneration for net profit according to RAS statements, approved by the AGSM.
3. Additional remuneration for increased capitalization during the BoD terms of office.
Total remunerations, paid to the BoD members in 2011 totaled RUR 4 902 285, including the BoD, active prior to the AGSM, held on June 16, 2011 – RUR 2 389 012 (+13% personal income tax), and the BoD, active after June 16, 2011 – RUR 2 513 273 (+13% personal income tax).

* All BoD positions are as of the election date. All BoD members gave written consent, as stipulated by the Russian legislation, on the use of personal information in the annual report.