Annual Report 2013

Board of Directors

The Company’s Board of Directors is responsible for the strategic management of the Company, general control over its operations and supervision of the Company’s executive bodies.

MEMBERS OF THE BOARD OF DIRECTORS

The Company’s Board of Directors changed two times in 2013. The current Board of Directors of IDGC of Centre was elected on June 14, 2013 at the Annual General Meeting of Shareholders. Its members are listed below.

The IDGC of Centre Board of Directors provides equal representation of the interests of all related parties – on June 14, 2013, the shareholders elected three minority shareholders’ representatives (Alexander Branis, Roman Filkin and Alexander Shevchuk) to the Board of Directors of IDGC of Centre; all members of the Board of Directors, except for Oleg Isaev, are independent and non-executive directors10.

EDUCATION OF THE MEMBERS TO THE BOARD OF DIRECTORS:

INDEPENDENT DIRECTORS IN THE BOARD OF DIRECTORS As of December 31, 2013:

MEMBERS OF THE BOARD OF DIRECTORS OF IDGC OF CENTRE ELECTED ON JUNE 14, 201311:

SERGEY ALEXANDROVICH ARKHIPOV
CHAIRMAN OF THE BOARD OF DIRECTORS, INDEPENDENT DIRECTOR
Deputy General Director, Technical Director, JSC Russian Grids

Born in 1967, Russian citizen.
Graduated from the Almaty Power Engineering Institute in 1990 with a degree in power systems and grids.
Deputy Chairman for Personnel and Remuneration of the IDGC of Centre Board of Directors.
First elected to the Company Board of Directors on June 14, 2013.

OKSANA VLADIMIROVNA SHATOKHINA
DEPUTY CHAIRMAN OF THE BOARD OF DIRECTOR, INDEPENDENT DIRECTOR
Deputy General Director for Economics, JSC Russian Grids

Born in 1975, Russian citizen.
Graduated from the Financial Academy under the Government of the Russian Federation in 1999 with a degree in finance and credit.
Member of the Board of Directors of JSC IDGC Siberia, JSC IDGC South and JSC MOESK. Chairperson of the Audit Committee and the Personnel and Remuneration Committee of the IDGC of Centre Board of Directors.
First elected to the Company Board of Directors on August 23, 2012.

ALEXANDER MARKOVICH BRANIS
INDEPENDENT DIRECTOR
Director, Prosperity Capital Management (Russia) Ltd

Born in 1977, Russian citizen.
Graduated from the Academy of National Economy under the Government of the Russian Federation in 2001, BBM.
Member of the Board of Directors of JSC IDGC of the Central and Volga Regions, JSC IDGC South, JSC TGK-2 and JSC TGK-6.
First elected to the Company Board of Directors on December 9, 2004.

VALERY ANATOLYEVICH GONCHAROV
INDEPENDENT DIRECTOR
Deputy Chairman of the Management Board, JSC FGC UES

Born in 1963, Russian citizen.
Graduated from the Leningrad Shipbuilding Institute of the Order of Lenin in 1987 with a degree in instrument engineering, PhD in Economics.
First elected to the Company Board of Directors on June 14, 2013. Deputy General Director for

SERGEY ALEXANDROVICH DEMIN
INDEPENDENT DIRECTOR
General Director, Branch of JSC FGC UES Backbone Grids of Center

Born in 1970, Russian citizen.
Graduated from the Moscow Power Engineering Institute in 1994 with a degree in electric drives and automation of industrial and technological facilities.
Member of the Board of Directors of JSC IDGC of the Central and Volga Regions, JSC MOESK, JSC TGK-2 and JSC TGK-6.
Member of the Audit Committee of the IDGC of Centre Board of Directors.
First elected to the Company Board of Directors on June 14, 2013.

OLEG YURYEVICH ISAEV
Chairman of the Management Board, General Director, IDGC of Centre

Born in 1969, Russian citizen.
Graduated from the Military Institute holding the Order of the Red Banner at the USSR Ministry of Defense in 1992 with a law degree and from the Russian Presidential Academy of National Economics and Public Administration under the President of the Russian Federation in 2004. Completed a professional retraining program in the area of power industry business management.
Doctor12 of Law and a doctoral student at the Russian Research Institute under the Ministry of Internal Affairs.
First elected to the Company Board of Directors on June 14, 2013.

MADINA VALERYEVNA KALOYEVA
INDEPENDENT DIRECTOR
Head of Corporate Governance Department, JSC FGC UES

Born in 1980, Russian citizen.
Graduated from the Khetagurov North Ossetia State University in 2001 with a law degree.
Member of the Board of Directors of JSC Krasnodarneftegeofizika,
JSC Sibneftegeofizika, JSC Nizhnevartovskneftegeofizika,
JSC Permneftegeofizika, JSC IDGC Urals, JSC IDGC of the Central and Volga Regions, JSC Stavropolneftegeofizika,
JSC VNIKTIneftekhimoborudovaniye, JSC Kaliningradgeofizika,
JSC Samaraneftegeofizika and JSC Volgogradneftegeofizika.
First elected to the Company’s Board of Directors on 17.06.2011

ALEXEY VALERYEVICH MOLSKY
INDEPENDENT DIRECTOR
Deputy Chairman of the Management Board, JSC FGC UES

Born in 1980, Russian citizen.
Graduated from the Moscow Power Engineering Institute in 2004 with a degree in engineering.
First elected to the Company’s Board of Directors on June 14, 2013.

MAXIM MIKHAILOVICH SAUKH
INDEPENDENT DIRECTOR
Head of Corporate Relations Department, JSC Russian Grids

Born in 1979, Russian citizen.
Graduated from the St. Petersburg Humanitarian University of Trade Unions in 2001 with a law degree.
Member of the Board of Directors of JSC Kabbalkenergo, JSC ENIN, JSC Pskovenergosbyt, JSC Ekaterinburg Power Grid Company,
CJSC Svet, CJSC Kurortenergo, JSC SZUEK, JSC Kaliningrad Generating Company, LLC IT Energy Service, JSC Tyumenenergo Power Grid Company, JSC TRK and JSC NIC Siberia.
Member of the Audit Committee, the Personnel and Remuneration Committee and the Strategy and Development Committee of the IDGC of Centre Board of Directors.
First elected to the Company Board of Directors on June 15, 2012.

ROMAN ALEXEYEVICH FILKIN
INDEPENDENT DIRECTOR
Assistant Manager for Electricity and Engineering,
Prosperity Capital Management (Russia) Ltd

Born in 1983, Russian citizen.
Graduated from the Financial Academy under the Government of the Russian Federation in 2005 with a degree in finance and credit.
Member of the Board of Directors of JSC Kurgansky Mechanical Engineering Works, JSC Dalenergomontazh, JSC Smolensk Power Maintenance Company, JSC IDGC South, JSC IDGC of the Central and Volga Regions, JSC TGK-6, JSC Urengoitruboprovodstroi,
JSC Noyabrskelektrosetstroi and JSC Prokatmontazh.
Deputy Chairman of the Audit Committee, member of the Personnel and Remuneration Committee and the Strategy and Development Committee of the IDGC of Centre Board of Directors.
First elected to the Company Board of Directors on June 11, 2009.

ALEXANDER VIKTOROVICH SHEVCHUK
INDEPENDENT DIRECTOR
Deputy Executive Director, Association for Investor Rights

Born in 1983, Russian citizen.
Graduated from the Financial Academy under the Government of the Russian Federation in 2005 with a degree in finance and credit.
Member of the Board of Directors of JSC UAZ, JSC MOSTOTREST, JSC IDGC South.
Chairman of the Grid Connection Committee, member of the Strategy and Development Committee, the Audit Committee and the Personnel and Remuneration Committee of the IDGC of Centre Board of Directors.
First elected to the Company Board of Directors on June 17, 2011.

ADDITIONAL INFORMATION ON THE MEMBERS TO THE COMPANY’S BOARD OF DIRECTORS:

  • Participation in the charter capital of IDGC of Centre
None exercised
  • Transactions with IDGC of Centre shares in 2013
None executed
  • Participation in the charter capital of the Company’s subsidiaries
None exercised
  • Other transactions between the members of the Company’s Board of Directors in 2013
None executed
  • Lawsuits against members of the Board of Directors
None filed
  • Training of the members of the Board of Directors at Company’s expense
None carried out
  • Conflict of interests
None arisen
  • Work or participation in the management bodies of competitors
None performed

DURING THE PERIOD FROM JANUARY 01, 2013 TO JUNE 14, 2013, THE COMPANY WAS GOVERNED BY THE BOARD OF DIRECTORS ELECTED AT THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY ON AUGUST 23, 2012:

Full name Position as of election
Alexander Markovich Branis Director, Property Capital Management (Russia) Ltd
Dmitry Olegovich Gudzhoyan General Director, IDGC of Centre
Andrey Valentinovich Kazachenkov Member of the Management Board, First Deputy Chairman of the Management Board, JSC FGC UES
Denis Viktorovich Kulikov Executive Director, Association for Investor Rights Non-profit Organization
Andrey Yevgeniyevich Murov Executive Director, JSC IDGC Holding
Dmitry Igorevich Romeiko Director for Special Duties, JSC IDGC Holding
Valery Nikolayevich Sedunov General Director, Branch of JSC FGC UES – Backbone Grids of Center
Maria Gennadyevna Tikhonova The Company has no information available
Roman Alexeyevich Filkin Assistant General Manager for Electricity and Engineering, Prosperity Capital Management (Russia) Ltd
Oksana Vladimirovna Shatokhina Director for Economics, JSC FGC UES; Director for Economics, JSC IDGC Holding
Alexander Viktorovich Shevchuk Deputy Executive Director, Association for Investor Rights Non-profit Organization

For details on the past members to the Board of Directors, please visit our
corporate website.

ACTIVITIES OF THE BOARD OF DIRECTORS

NUMBER OF BOARD MEETINGS IN 2011 – 2013:

According to the Company’s internal documents13, meetings of the IDGC of Centre Board of Directors take place on a regular basis in accordance with an approved plan of activities at least once every six weeks. Members to the Board of Directors are provided with the information and materials necessary to prepare for the meetings in advance, i.e. no later than 15 business days before the meeting day.

Meetings of the Board of Directors in 2013 reviewed the General Director’s reports on IDGC of Centre core operations and made decisions concerning business priorities, various programs, plans and internal documents. Furthermore, the decisions were taken in connection with the convening of the Annual General Shareholders’ Meeting, approval of the Company’s transactions and a whole variety of other issues.

NUMBER OF ISSUES TACKLED BY THE BOARD OF DIRECTORS:

Thirty-one meetings of the Board of Directors took place in 2013. Decisions on the most pressing issues were made at the on-site meetings: five such meetings were held in the reporting year.

Issues such as the approval of the Company’s business plan for the upcoming year, including the investment program, and the reports on the fulfillment of the business plan, the Company’s KPI and the reports on their achievement are not only addressed during the on-site Board meetings but are also preliminarily discussed and approved during the meetings of the Strategy Committee, which is fully represented by the members to the Board of Directors. Thus, the Company strives to make the most weighted decisions.

For details on the past members to the Board of Directors, please visit our
corporate website.

In 2013, we evaluated the results of work of the Board of Directors for the first time. The evaluation included not only active participation of a Board member in the meetings, but also the efficiency of his/her work.

INFORMATION ABOUT PARTICIPATION OF THE BOARD MEMBERS IN THE BOARD MEETINGS IN 2013 AND THEIR PARTICIPATION IN THE COMMITTEE MEETINGS:

Full name of the Board member Board of Directors Committees under the Board of Directors
Strategy and Development Audit ReliabilityGrid ConnectionPersonnel and Remuneration
January 01, 2013 to June 14, 2013
Alexander Markovich Branis 93 %        
Dmitry Olegovich Gudzhoyan        
Andrey Valentinovich Kazachenkov 100 %   100 %     100 %
Denis Viktorovich Kulikov 100 %   100 %     100 %
Andrey Yevgeniyevich Murov 100 %          
Dmitry Igorevich Romeiko 100 % 100 %     100 %
Valery Nikolayevich Sedunov 100 %       100 %
Maria Gennadyevna Tikhonova 80 %          
Roman Alexeyevich Filkin 93 % 85 % 100 %     90 %
Oksana Vladimirovna Shatokhina 100 % 100 %     100 %
Alexander Viktorovich Shevchuk 100 % 100 % 100 % 100 % 100 % 100 %
Sergey Alexandrovich Arkhipov 100 %         100 %
Alexander Markovich Branis 100 %          
Valery Anatolyevich Goncharov 94 %          
Sergey Alexandrovich Demin 94 %   83 %    
Oleg Yuryevich Isayev 94 %          
Madina Valeryevna Kaloyeva 75 %          
Alexey Valeryevich Molsky 94 %          
Maxim Mikhailovich Saukh 100 % 100 % 100 %     100 %
Roman Alexeyevich Filkin 94 % 78 % 88 %     78 %
Oksana Vladimirovna Shatokhina 100 % 100 %     100 %
Alexander Viktorovich Shevchuk 100 % 100 % 100 % 100 % 100 %
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