Annual Report 2013

Management and Regulatory Bodies

IDGC OF CENTRE MANAGEMENT BODIES AND THEIR RESPONSIBILITIES:

Management body Responsibilities of the management bodies are defined by the IDGC of Centre Charter under the Joint-stock Companies Federal Act Charter and internal documents Meeting regularity Form of meeting
General Shareholders’ Meeting Shareholders decide on the following key matters of the Company’s operations at General Shareholders’ Meetings (hereinafter – GSM):
  • Reorganization and liquidation of the Company;
  • Composition of the Board of Directors, elections to the Board;
  • Election of the members to the Auditing Committee, approval of the Company’s auditor;
  • Dividend payments;
  • Approval of annual reports, annual financial statements, distribution of profit and losses for the fiscal year;
  • Approval of major transactions and interested-party transactions;
  • Other.
IDGC of Centre Charter, Articles 10-14.

Regulation on the procedures for planning and holding General Shareholders’ Meetings (approved by the Annual GSM on 17.06.2011, Minutes dd. 21.06.2011 No. 01/11)
At least once annually.

An Annual GSM is held at least two months after and no later than six months after end of the financial year.

An Extraordinary GSM is held by decision of the Board of Directors.
  • in praesentia (joint attendance);
  • in absentia (by submitting the ballots for voting)
Board of Directors

11 members
  • Determination of the priority areas of operations for the Company;
  • Decisions to convene Annual and Extraordinary GSM and confirmation of the meeting agenda;
  • Creation of the executive body and its early dissolution;
  • Recommendations on size of share dividends and the payment procedures;
  • Use of provisions and other funds of the Company;
  • Approval of the Company’s internal documents (except those to be confirmed by the GSM under the Joint-stock Companies Federal Act or by the Company’s executive bodies under the Company’s Charter);
  • Establishment of branches and opening of representative offices of the Company;
  • Approval of transactions under Chapters X and XI of the Joint-stock Companies Federal Act;
  • Approval of the Company’s registrar and the terms of his/her contract, including contract termination terms;
  • Decisions on the Company’s participation in other organizations (with the exception of organizations listed in Clause 18.1, Article 48 of the Joint-stock Companies Federal Act) or termination of such participation, and other matters stipulated by the Joint-stock Companies Federal Act and the Company’s Charter.


The IDGC of Centre’s Charter specifies a broader range of issues considered by the Board of Directors in preliminary approval of transactions:
  • Transactions involving fixed assets of the Company exceeding 10 % of the book value of these assets of the Company based on most recent financial statements;
  • Transactions (including several related transactions) to manage (or transfer the rights to) real estate and/or equipment used expressly for the Company’s core activity with a book value exceeding 5 % of the book value of the Company’s assets, by any means, or the encumbrance of said property by any means;
  • Transactions (including several related transactions) involving the acquisition, disposal, or possible disposal of assets constituting fixed assets, intangibles, or the facilities under construction, intended for the production, transmission, dispatch, or distribution of electricity and heat power in cases (amounts) determined by separate decisions of the Board of Directors;
  • Transactions (including several related transactions) involving the acquisition, disposal, or possible disposal of assets constituting fixed assets, intangibles, or the facilities under construction, not intended for the production, transmission, dispatch, or distribution of electricity and heat power in cases (amounts) determined by separate decisions of the board of Directors;
IDGC of Centre Charter, Articles 15-18.

Regulation on the procedures for convening and holding meetings of the Board of Directors (approved by the Annual GSM on 15.06.2012, Minutes dd. 20.06.2012 No. 01/12)
According to the Board of Directors’ work plan, and

As necessary but at least once every six weeks.
  • in praesentia;
  • voting in absentia (polling)
Management Board

at least 3 members
  • Development and presentation of the Company’s growth strategy to the Board of Directors;
  • Preparation of annual (quarterly) business plans, including an investment program, and a report on its fulfillment; approval (adjustment) of cash flows;
  • Preparation of annual reports on financial and utility-related operations of the Company and on the Management Board’s fulfillment of resolutions passed by the GSM and the Board of Directors;
  • Review of the reports of deputy general directors;
  • Decisions on the responsibility issues of the senior management bodies of the businesses, which are fully owned (100 %) by the Company;
  • Decisions on the transactions relating to property, work, or services worth 5 %-25 % of the book value of the Company’ assets;
  • Other matters stipulated by the Charter and Regulation on IDGC of Centre Management Board.
IDGC of Centre Charter, Article 22. Regulation on the Management Board (approved by the GSM on 17.06.2011, Minutes dd. 21.06.2011 No. 01/11) According to the Management Board’s work plan, and As needed, but at least once a month
  • in praesentia;
  • voting in absentia (polling)
General Director The General Director oversees current operations of the Company in accordance with the decisions passed by the GSM, the Board of Directors, and the Management Board of the Company. The General Director is responsible for all matters of controlling current operations, with the exception of matters that are the responsibility of the GSM, the Board of Directors, and the Management Board. IDGC of Centre Charter, Article 23
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