Committees of the Board of Directors
Committees of the Board of Directors are established for preliminary consideration of the uttermost important agenda issues of the Board of Directors Meeting, settlement of disputes between shareholders prior to meeting, preparation of well-grounded recommendations to the Board of Directors for passing resolutions.
At present the Company has created and implemented the following committees:
- Committees on Strategy, Development, Investments and Reforming
- Reliability Committee
- Audit Committee
- Personnel and Remuneration Committee
- Committee on Technological Connection to Electric Grids
Committee on Strategy, Development, Investments and Reforming
The Committee was elected by the resolution of the Company Board of Directors dated 25.04.2007. Essential tasks of the Committee include development and submission to the Board of Directors of proposals on Company business priorities, enhancement of investment attractiveness, improvement of investment activity, Company performance evaluation, and organization of functioning and efficiency of PJSC IDGC of Siberia risk management system.
| Full name | Position occupied by the moment of election |
|---|---|
| Sergei Yurievich LebedevPowers are terminated at the meeting of the Board of Directors on 04.12.2018, Minutes No. 300/18 | Director of the Department for Strategic Development of PJSC “Russian Grids”, Chairman of the Committee |
| Vitalii Anatolyevich DomnichElected at the meeting of the Board of Directors on 04.12.2018, Minutes No. 300/18 | Acting Director of the Department for Strategic Development of PJSC “Russian Grids”, Chairman of the Committee |
| Vitalii Valeryevich Ivanov | Director General of PJSC IDGC of Siberia |
| Dmitrii Sergeevich Kapustin | Head of the Directorate for Innovative Technical Policy and Power Efficiency Improvement within the Department for Technological Development and Innovations of PJSC “Russian Grids” |
| Sergei Ivanovich Miromanov | Head of the Directorate for Electric Grid Assets Consolidation within the Department for Perspective Grid Development and Technological Connection in PJSC “Russian Grids” |
| Anton Mikhailovich Naumov | Leading Expert of Consolidated Project Management and Reporting within the Department of Investment Activity of PJSC “Russian Grids” |
| Natalia Vladimirovna Paramonova | Head of the Economic Planning Directorate within the Department for Tariff Policy in PJSC “Russian Grids” |
| Veniamin Shmuilovich Pinkhasik | Honored power engineer of the Russian Federation |
| Kirill Andreevich Trubitsyn | Director for Legal Affairs in LLC Siberian Generating Company |
In 2018, the Committee on Strategy, Development, Investment and Reforming had 16 meetings, 5 of these meetings were held in the form of joint attendance. Recommendations to the Board of Directors on the issues related to the competence of the Committee were considered and presented, including:
- On the approval of the Regulation of Dividend Policy of PJSC IDGC of Siberia
- On consideration of scenario conditions of Company investment program formation
- On conduct of technological and price audit of investment programs and reports on Company investment program implementation
- approval of the draft investment program for 2019-2023 and draft amendments introduced into the Investment Program of PJSC IDGC of Siberia for the period of 2018-2022Approved by the Order of Ministry of Energy of Russia dated 28.12.2015 No. 1043and other issues.
Remuneration to the members of Committee shall be paid pursuant to the Regulation on Payment of Remuneration and Compensations to Members of Committee on Strategy, Development, Investment and Reforming of PJSC IDGC of Siberia Board of Directors. Total amount of remuneration and compensation paid to the members of the Committee in 2018 amounted 978 thsd rub.
The Regulation on the Committee and Regulation on Payment of Remuneration and Compensations to Members of the Committee can be viewed in the website.
Annual report on the Committee on Strategy, Development, Investment and Reforming for corporate year 2017-2018 was considered by the Company Board of Directors06.06.2018 (Minutes No. 284/18)prior to the annual General Shareholders Meeting.
Reliability Committee
The Committee was elected by the resolution of the Company Board of Directors dated 30.03.2006. Primary task of the Committee is evaluation of technical management performance, taking necessary actions to ensure reliable work of equipment and personnel in crisis and pre-crisis situations, meeting requirements of complex reliability, assessment of completeness and sufficiency of measures taken after accidents and big technological violations and control over their fulfillment.
| Full name | Position occupied by the moment of election |
|---|---|
| Pavel Borisovich Dynkin | Deputy Director General for Economics and Finances in PJSC IDGC of Siberia |
| Samuil Moiseevich Zilberman | Adviser of the Director General for Special Projects in PJSC IDGC of Siberia |
| Igor Anatolievch Sorokin | Deputy Director General for Technical Issues, Leading Engineer of PJSC IDGC of Siberia |
| Vladimir Petrovich Suchkov | Head of the Department for Power Supervision and Power Efficiency in the branch of PJSC “Russian Grids” – Center for Technological Supervision |
| Kirill Andreevich Trubitsyn | Director for Legal Affairs in LLC Siberian Generating Company |
| Vladimir Anatolievich Ukolov | Deputy Director of the Situation Analytical Center of PJSC “Russian Grids” |
In 2018, the Reliability Committee had 8 meetings, 2 of these meetings were held in the form of joint attendance. Recommendations to the Board of Directors on the issues related to the competence of the Committee were considered and presented, including:
- On consideration of the report on implementation in 2017 of the Plan for the Development of a System of Business Assets Management in PJSC IDGC of Siberia for 2016-2018;
- Program for Mitigation of Personnel Injury Risks at Electric Grid Facilities of PJSC IDGC of Siberia for 2018
- Adjusted Action Plan for the development of business assets of PJSC IDGC of Siberia for 2016-2019
- On consideration of the report made by Company Director General on passing the autumn-winter period of 2018-2019 by PJSC IDGC of Siberia
- On the approval of the updated program for modernization (renovation) of power grid facilities of PJSC IDGC of Siberia for 2018-2026
- On analysis of quality of investigating into the reasons of technological violations (accidents); evaluation of completeness and sufficiency of measures developed based on the results of investigation of technological violations (accidents)
- On consideration of the program for maintenance and repair of PJSC IDGC of Siberia for 2019;
- And other issues
Remuneration shall be paid to members of the Committee pursuant to the Regulation on Payment of Remuneration and Compensations to members of the Reliability Committee of PJSC IDGC of Siberia Board of Directors.
Regulation on the Committee and Regulation on Payment of Remuneration and Compensation to members of the Committee can be viewed in the website.
Annual report on the Reliability Committee for corporate year 2017-2018 was considered by Company Board of Directors06.06.2018 (Minutes No. 284/18)prior to annual General Shareholders Meeting.
Audit Committee
The Committee was elected by Company Board of Directors on 12.12.2008. Main tasks of the Audit Committee are audit of accounting (financial) statements of the Company and supervision over its preparation, control over reliability and efficiency of functioning of internal control system, risk management system, corporate management practice, control over holding of external audit and selection of an auditor, ensuring independence and objectivity of internal audit functions, supervision over efficiency of a system for counteraction to unfair acts of Company employees and third parties.
| Full name | Position occupied by the moment of election |
|---|---|
| Pavel Vladimirovich Grebtsov | Director of the Department for Tariff Policy in PJSC “Russian Grids” |
| Dmitrii Borisovich Akopyan | Director of the Department for Investment Activity in PJSC “Russian Grids” |
| Sergei Ivanovich Miromanov | Head of the Directorate for Electric Grid Assets Consolidation within the Department for Perspective Grid Development and Technological Connection of PJSC “Russian Grids” |
| Kirill Andreevich Trubitsyn | Independent Director, Director for Legal Affairs in LLC Siberian Generating Company |
| Veniamin Shmuilovich Pinkhasik | Independent Director |
The Audit Committee within Company Board of Directors includes independent directors qualified experienced in the field of preparation, analysis, assessment and audit of accounting (financial) statements:
- Veniamin Shmuilovich Pinkhasik, honored power engineer of the Russian Federation
- Kirill Andreevich Trubitsyn, Director for Legal Affairs in LLC Siberian Generating Company
In 2018, the audit Committee had 18 meetings, 5 of these meetings were held in the form of joint attendance. The following issues were considered at the meetings of Company Audit Committee in 2018:
- Candidacy of external auditor was preliminary approved for audit of accounting (financial) statements of the Company for 2018
- External audit efficiency was assessed, including evaluation of external auditor’s opinion for 2017
- Accounting (financial) statements of the Company prepared in accordance with RAS and consolidated financial statements prepared in accordance with IFRS, written information of external auditor on main issues of accounting (financial) statements of the Company, information on nonstandard transactions and events of the Company, as well as formation of reserve of doubtful debts and estimated liabilities were considered
- Information of executive bodies on implementation of Company internal control policy, Anticorruption policy, including results of anticorruption monitoring, reports of executive bodies on implementation of corrective action plans on the elimination of deficiencies revealed by the Revision Commission of the Company, internal auditor of the Company and external control (supervisory) bodies, on implementation of measures taken in result of informing on potential unfair acts of employees, and results of investigations was considered; plans, internal audit budget and KPI of the Head of Internal Audit for 2018 were approved
The Regulation on Committee can be viewed in the website.
Annual report on the Audit Committee for corporate year 2017-2018 was considered by Company Board of Directors06.06.2018 (Minutes No. 284/18)prior to annual General Shareholders Meeting.
Personnel and Remuneration Committee
The Committee was elected by resolution of the Company Board of Directors dated 12.12.2008. Main tasks of the Committee include development and submission to the Company Board of Directors of proposals on determination of principles and criteria for fees of the Company Board of Directors members, members of the collegial executive body and the person performing functions of the sole executive body, including management company or manager, material terms and conditions of agreements made with members of the collegial executive body and the person performing functions of the sole executive body, criteria of candidates selection to the Company Board of Directors, collegial executive body and the sole executive body, appraisal of performance of the sole executive body (management company, manager) and collegial executive body.
| Full name | Position occupied by the moment of election |
|---|---|
| Elena Borisovna Peshekhonova | Head of the Directorate for HR Audit and Analysis within the Department for HR Policy and Organizational Development of PJSC “Russian Grids” |
| Sergei Ivanovich Miromanov | Head of the Directorate for Electric Grid Assets Consolidation within the Department for Perspective Grid Development and Technological Connection of PJSC “Russian Grids” |
| Kirill Andreevich Trubitsyn | Director for Legal Affairs in LLC Siberian Generating Company |
In 2018 the Personnel and Remuneration Committee had 12 meetings in absentee, 4 of these meetings were held in the form of joint attendance. Recommendations to the Board of Directors on the issues related to the competence of the Committee were considered and presented, including:
- On approval of candidates for positions in Company executive body
- On election of Company Director General
- On election of members of Company Management Board
- On election of the Corporate Secretary of the Board of Directors
- On approval of the organizational structure of Company executive body
- On determination of status of members of Company Board of Directors
The Committee considered results of activity of deputies of the Company Director General, on approval of the program of introductory course for newly elected directors of PJSC IDGC of Siberia.
Regulation on the Committee and Regulation on Payment of Remuneration and Compensation to the members of the Committee can be viewed on the corporate website of IDGC of Siberia.
Annual report on the Committee for corporate year 2017-2018 was considered by Company Board of Directors06.06.2019 (Minutes No. 284/18)prior to annual General Shareholders Meeting.
Committee on Technological Connection to Electric Grids
The Committee was elected by resolution of the Company Board of Directors dated 10.02.2009. Main task of the Committee is development and submission to the Company Board of Directors of proposals on improvement of the legislative grounds of antimonopoly regulation and Company internal by-laws on provision of non-discriminatory access to technological connection of consumers to electric grids, appraisal of efficiency of the Company performance related to technological connection of consumers to electric grids.
| Full name | Position occupied by the moment of election |
|---|---|
| Veniamin Shmuilovich Pinkhasik | Honored Power Engineer of the Russian Federation and CIS |
| Kirill Andreevich Trubitsyn | Director for Legal Affairs in LLC Siberian Generating Company |
| Aleksandr Yurievich Korneev | Director of the Department for Perspective Development of the Grid and Technological Connection in PJSC “Russian Grids” |
| Anna Igorevna YakhovaAuthorities were terminated at the meeting of the Board of Directors dated 20.09.2018, Minutes No. 294/18 | Chief Expert of the Directorate for Perspective Development of the Grid within the Department for Perspective Development of the Grid and Technological Connection in PJSC “Russian Grids” |
| Nadezhda Ivanovna LebedevaAuthorities were terminated at the meeting of the Board of Directors dated 20.09.2018, Minutes No. 294/18 | Chief Expert of the Directorate for Technological Connection Regulation within the Department for Perspective Development of the Grid and Technological Connection in PJSC “Russian Grids” |
| Dmitrii Nikolaevich SkripalshchikovElected at the meeting of the Board of Directors dated 20.09.2018, Minutes No. 294/18 | Head of the Directorate for Perspective Development of the Grid in PJSC “Russian Grids” |
| Egor Vladimirovich KalenyukElected at the meeting of the Board of Directors dated 20.09.2018, Minutes No. 294/18 | Deputy Director General for Service Implementation and Development in PJSC IDGC of Siberia |
In 2018 the Committee had 6 meetings in absentee. The following issues were considered at the meetings in 2018:
Report on implementation of the investment program in a part of technological connection
- Report on implementation of measures based on applications regarding improper quality of services on technological connection submitted to the Company from state bodies and PJSC “Russian Grids” for 2017
- Analysis of technological connection of small and medium businesses in 2017-2018 and implementation of measures on improvement of availability of technological connection to power grids
- Offers on improvement of the regulatory legal basis related to technological connection of power receiving devices of consumers and electric grid facilities belonging to grid organizations, to electric grids
- Action plan of the Company for technological connection of power receiving devices of consumers to electric grids of PJSC IDGC of Siberia for 2019; report on the development of “Complex programs for development of power grids of 35 kW and higher in the territory of the Russian Federation for a 5-year period” in 2018
- List of events implemented and planned to be implemented within the Action Plan (Road Map) “Accessibility Upgrade of Power Infrastructure”Approved by RF Government Decree No. 1144-p dated 30.06.2012by PJSC IDGC of Siberia
Remuneration shall be paid to members of the Committee pursuant to the Regulation on Payment of Remuneration and Compensation to members of the Committee on Technological Connection to Electric Grids of PJSC IDGC of Siberia Board of Directors.
Regulation on the Committee and Regulation on Payment of Remuneration and Compensation to the members of the Committee can be viewed on the corporate website of IDGC of Siberia.
Annual report on the Committee on Technological Connection to Electric Grids for corporate year 2017-2018 was considered by Company Board of Directors06.06.2018 (Minutes No. 284/18)prior to annual General Shareholders.