МОЭСК :: Board of Directors

Board of Directors

Membership of the Board of Directors:

Surname, name, patronymic	Positions occupied
Shvets Nikolay Nikolaevich	Chairman of the Management Board, Director General of IDGC Holding, OJSC
Bolshakov Dmitry Alexandrovich	Deputy Chairman of the Moscow Area Government
Golubev Pavel Vladilenovich	Chief of the Department for Operations Arrangement , Maintenance, Repairs and Overhaul of IDGC Holding, OJSC
Gavrilenko Anatoly Anatolievich	Director General of the Closed Joint Stock Company “Leader” (Pension Fund Assets Management Company)
Grishchenko Sergey Valentinovich	Deputy Chief of the Direct Investments Department of GPB (OJSC)
Gur’yanov Denis Lvovich	Chief of the Corporate Governance and Shareholder Relations Department of IDGC Holding, OJSC
Kerber Sergey Mikhailovich	Head of the Investment Projects and Programs Directorate, Managing Director of the Closed Joint Stock Company “Leader” (Pension Fund Assets Management Company)
Nuzhdov Alexey Victorovich	Deputy Director General for Security of the Closed Joint Stock Company “Leader” (Pension Fund Assets Management Company)
Popov Alexander Albertovich	Deputy Director General – Head of the Administration of IDGC Holding, OJSC
Sklyarov Evgeny Victorovich	Head of the Department for Fuel and Energy Economy of Moscow
Scribot Wolfgang	Managing Director, Chief of the Electric Power Industry and Infrastructure Projects Administration of the Direct Investments Department of GPB (OJSC)
Tikhonova Maria Gennadievna	Director of the Department for Economic Regulation and Property Relations in Fuel and Energy Complex of the Energy Industry Ministry of Russia
Yurchuk Sergey Evgenievich	Director for Finances of IDGC Holding, OJSC

Competence of the Board of Directors in accordance with the Charter:

In accordance with paragraph 15.1 of Article 5 of the Charter of the issuer the Board of Directors of the Company shall perform general management of the Company activities, except for taking the issues referred to the exceptional competence of the general shareholder meeting by the Federal Law “On Joint Stock Companies” and this Charter.

The issues within the competence of the Board of Directors shall be as follows:

setting the priority directions of the Company activities;

convocation of the Company annual and extraordinary general shareholder meetings, except for the cases stipulated by item 14.8 of Article 14 of this Charter;

approval of the Company general shareholder meeting agenda;

election of the secretary of the Company general shareholder meeting;

determination of the date of drawing up the list of persons entitled to participate in the Company general shareholder meeting, and solution of other issues connected with preparation and carrying out of the Company general shareholder meeting;

submission for the decision of the Company general shareholder meeting of issues envisaged by subparagraphs 2,5,7,8,12-20 of Item 10.2 of Article 10 of this Charter, as well as on the reduction of the Company authorized capital through the reduction of the par value of the shares;

placement by the Company of bonds and other equity securities except for the cases stipulated by the legislation of the Russian Federation and this Charter;

approval of the resolution authorizing issuance of securities, prospectus for securities, and report on the results of the securities issuance, approval of the reports on the results of the shares acquisition from the Company shareholders, reports on the redemption of shares, reports on the results of presentation the demands by the Company shareholders on the redemption of the shares owned by them;

determination of the price (monetary value) of the property, the price of the placement and redemption of equity securities in cases envisaged by the Federal Law “On Joint Stock Companies” as well as while solving issues stipulated in subitems 11, 20, 21, and 38 of Item 15.1. of Article 15 of this Charter;

acquisition of the shares, bonds and other securities placed by the Company in cases envisaged by the Federal Law “On Joint Stock Companies”;

carve-out (selling) of the Company shares which are placed at the disposal of the Company as a result of their acquisition or redemption from the Company shareholders, as well as in other cases envisaged by the Federal Law “On Joint Stock Companies”;

election of the Company General Director and early termination of his/her powers including taking the decision on early termination of the labor contract with him/her;

recommendations to the Company general shareholder meeting by the amount of remunerations and compensations paid to the members of the Checkup Committee and fixing the amount of remuneration of the Auditor’s services;

recommendations on the amount of the dividend per shares and the procedure for its payment;

approval of the Company internal documents determining the procedure for the formation and use of the Company funds;

decision-making on the use of the Company funds; approval of the cost estimates for the use of special-purpose funds and consideration of the results of the implementation of cost estimates for the use of special-purpose funds;

approval of the Company internal documents except for internal documents, the approval of which is referred to the competence of the Company general shareholder meeting and other Company internal documents, the approval of which is referred to the competence of the Company executive bodies;

approval of the business plan (revised business plan) and the report on the results of its implementation, as well as approval (revising) of the list and values of the Company cash flow benchmarks;

foundation of the Company branches and opening of the Company representative offices, their liquidation, as well as amending the Company Charter in connection with the foundation of the Company branches and opening of the Company representative offices (including changing of the information on the names and locations of the Company branches and representative offices) and their liquidation;

participation of the Company in other organizations (including coordination of constituent documents and candidates for the governance bodies of newly founded organizations, and in view of provision 21, item 15.1., Article 15 of this Charter) and change of the stake (number of shares, amount of contributions, equities), carve-out of shares (equities) and termination of the Company’s participation in other organizations;

making the decision on one or several associated transactions of the Company on the carve-out, pledging or other encumbrance of shares and stakes of SDE (subsidiaries and dependent entities) which are not engaged in production, transmission, dispatching, distribution and selling of electric and thermal energy in case if the market value of shares or stakes being the subjects of the deal determined according to the report of the independent appraiser exceeds 30 million rubles and in other cases (amount) determined by the separate decisions of the Company Board of Directors;

determination of the Company credit policy as to provision by the Company of loans, making credit contracts and loan contracts, issuing of guarantees, acquisition of liabilities on bills (issuing of ordinary and transfer bill), pledging of property and making the decision on the above mentioned transactions of the Company in cases when the procedure for the decision-making of them is not determined by the Company credit policy as well as decision-making in accordance with the order envisaged by the Company credit policy on bringing the debt situation of the Company within the limits determined by the Company credit policy;

decision-making on completion of the transactions, the subject of which is the property, works and services, the value of which is from 5 to 25 per cent of the Company balance sheet assets which is defined at the date of decision-making on completion of the transaction, except for the transactions completed in the process of the Company ordinary economic activities;

approval of the large transactions in cases envisaged by Chapter X of the Federal Law “On Joint Stock Companies”;

approval of transactions in cases envisaged by Chapter XI of the Federal Law “On Joint Stock Companies”;

approval of the Company Registrar, terms of the contract concluded with it and termination of the contract concluded with it; approval of an estimate of expenses for carrying out the Company General Shareholder Meeting;

election of the Company Board of Directors Chairperson and the early termination of his/her powers;

election of the Company Board of Directors Deputy Chairperson and the early termination of his/her powers;

election of the Company Board of Directors Secretary and the early termination of his/her powers;

tentative approval of decisions on the Company transactions connected with the gratuitous transfer of the Company property or property rights (demands) to itself or the third party; transactions connected with the liberation from property liabilities to itself or the third party; transactions connected with the gratuitous provision of services by the Company (carrying out of works) to the third parties, in cases (amount) determined by separate decisions of the Company Board of Directors, and decision-making on these transactions by the Company in cases when the above-mentioned cases (amount) are not determined;

decision-making on suspending of the powers of the managing organization (managing director);

decision-making on the appointment of the Acting General Director of the Company and his/her calling to an account;

calling to an account of the Company General Director and his/her remuneration in accordance with the labor legislation of the Russian Federation;

consideration of the General Director’s reports on the Company activities (including the report on exercising his/her functions, on the implementation of the decisions of the Company General Meeting and its Board of Directors);

approval of the procedure of the Company’s interaction with the organizations, in which the Company participates;

Definition of the Company’s position (Company’s representatives), including the assignment to take or not to take part in voting on the agenda items, to vote under draft decisions «for», «against» or «abstained», on the following items of the agenda of general shareholder (participant) meetings of subsidiaries and dependent entities (further on called SDE) (except for the cases when the functions of the SDE general shareholder meetings are exercised by the Company Board of Directors), and meetings of the SDE boards of directors (except for an item on approval of the agenda of the SDE general shareholder meetings when functions of the SDE general shareholder meeting are carried out by the Company Board of Directors):

i) on the determination of the agenda of the general shareholder meeting (participants) of SDE;
ii) on the reorganization and liquidation of SDE;
iii) on the determination of the quantitative structure of the SDE Board of Directors, nomination and election of its members and the early termination of their powers;
iv) on the determination of the number, par value, category (type) of the SDE declared shares and the rights granted by these shares;
v) on the increase of the SDE authorized capital through the increase of the par value of shares or through the placement of additional shares;
vi) on the placement of the SDE securities convertible into ordinary shares;
vii) on the fractioning and consolidation of the SDE shares;
viii) on the approval of large transactions made by the SDE;
ix) on the participation of SDE in other organizations (on entering the existing organization or on the foundation of the new one), as well as on the acquisition, carve-out, encumbrance of shares and stakes in the authorized capitals of the organizations, in which SDE participates, changes of the stake in the authorized capital of the respective organization;
x) on the transactions made by SDE (including several associated transactions) connected with the carve-out or the possibility of carve-out of property, representing fixed assets, intangible assets, objects of incomplete construction, the purpose of the use of which is production, transmission, dispatching, distribution of electric and thermal energy in cases (amount) defined by the procedure of interrelation of the Company with organizations in which the Company participates, approved by the Company Board of Directors;
xi) on amending the SDE constituent documents;
xii) on the determination of the procedure of remuneration payment to the members of the SDE Board of Directors and Checkup Committee;
determination of the position of the Company (representatives of the Company) on the following items of the agenda of the SDE board of directors’ meetings (including the assignment to participate or not to participate in voting on the items of the agenda, to vote on draft decisions “for” or “against”, or “abstain”:

i) on the determination of the SDE representatives’ position on the items of the agenda of the general meetings of shareholders (participants) and the meetings of the Board of Directors of the subsidiaries and dependent entities in respect of SDE, concerning the completion (approval) of transactions (including several associated transactions) connected with carve-out or a possibility of carve-out of the property representing fixed assets, intangible assets, objects of incomplete construction, the purpose of the use of which is production, transmission, dispatching, distribution of electric and thermal energy in cases (amount) determined by the procedure of interrelations of the Company with organizations in which the Company participates, approved by the Company Board of Directors;
ii) on the determination of the SDE representatives’ position on the items of the agenda of the general meetings of shareholders (participants) and the meetings of the Board of Directors of the subsidiaries and dependent entities in respect of SDE, participating in production, transmission, dispatching, distribution of electric and thermal energy, on reorganization, liquidation, increase of the authorized capital of these entities through the increase of the par value of shares or through the placement of additional shares, securities convertible into ordinary shares;
tentative approval of the decisions on the completion by the Company:

nomination by the Company of persons for the election to the position of the sole executive body, to other management bodies, bodies of control, and candidates for the Auditor of the organizations, in which the Company participates, which carry out production, transmission, dispatching, distribution and selling of electric and thermal energy, as well as repair and maintenance activities;

determination of the lines of provision of the Company with insurance coverage including the approval of the Company Insurer;

approval of the candidate to the position of the independent appraiser(s) for definition of the value of shares, property and other Company assets in the cases envisaged by the Federal Law “On Joint Stock Companies”, Charter, and separate decisions of the Company Board of Directors;

tentative approval of the collective agreement, the agreements concluded by the Company within the limits of the regulation of social and labor relations;

approval of the candidate for the financial consultant involved in accordance with the Federal Law “On the Securities Market” as well as the candidates of securities issuance organizers and consultants on transactions directly connected with the attraction of means in the form of public loans;

working-out of recommendation on selecting the Auditor which carries out an audit of the Company financial statements prepared under the International Financial Reporting Standards, approval of the contract terms with it, and monitoring of carrying out the audit of the Company financial statements prepared under the International Financial Reporting Standards;

approval of the document determining the rules and approaches to disclosing of the information on the Company; document on use of the information on the Company activities, on the Company securities and transactions with them, which is not accessible to the public and the disclosure of which may render a material influence on the Company securities value; document determining the procedures of the internal control over the Company financial and economic activities;

approval of prospective (up to 5 years), annual and quarterly major construction schedules, schedules of goods and services purchases, projects of new construction, technical re-equipment and reconstruction, and the reports on their implementation;

tentative approval of transactions, which may lead to an occurrence of liabilities expressed in the foreign currency (or liabilities, the volume of which is attached to the foreign currency) in cases and amounts determined by separate decisions of the Company Board of Directors and if the said cases (amounts) are not determined by the Company Board of Directors;

determination of the Company purchasing policy, including the approval of the Regulations for the Procedure for Carrying out the Specified Purchases Of Goods, Works and Services, approval of the head of the Company Central Purchasing Body and its members, and approval of the annual comprehensive program of purchases and decision-making on other items in accordance with the documents approved by the Company, regulating the Company purchasing activities;

decision making on the nomination of the Company General Director for state awarding;

approval of the target values (revised values) of the Company key performance indicators (KPI) and the reports on their implementation;

determination of the Company housing policy including in the part of providing corporate aid to the employees of the Company for improving their living conditions in the form of subsidies, compensation of their costs, interest free loans and decision-making on the provision by the Company of the specified aid in cases, when the procedure of its provision is not determined by the Company housing policy;

determination of the quantitative number of the Company Management Board, election of the Company Management Board members, early termination of their powers, including decision-making on early termination of labour contracts with them.

determination of the Company policy directed to improving the stability of the power grids distribution complex and other power energy complex facilities, including the approval of the Company strategic programs on the improvement of the stability of the power grid complex, its development and its safety;

other issues falling within the competence of the Board of Directors in accordance with the Federal Law “On Joint Stock Companies” and the Company Charter.
issues referred to the competence of the Company Board of Directors shall not be transferred for the decision to the Company General Director and Management Board.

Moscow United Electric Grid Company

Company Profile

Board of Directors

Membership of the Board of Directors: