Auditing Commission
The Auditing Commission is a permanent, elected internal control body of Rosseti Kuban, PJSC.
The Auditing Committee periodically reviews the financial and economic activities of the Company, the activities of its business units and separate subdivisions and the Company’s management bodies through documentary and field audits (inspections):
- Legitimacy and economic feasibility of the business and finance transactions carried out by the Company during the period audited
- Completeness and accuracy of the representation of business and financial transactions in the Company’s documents
The objectives of the Auditing Commission:
- Control over the Company’s financial and business operations
- Independent assessment of the reliability of the data contained in the annual report of the Company and annual accounting statements
- Confirmation of the fairness of the representations contained in the Company’s report on interested-party transactions
The Company’s Auditing Commission acts in the interests of the Company’s shareholders. The Company’s Auditing Committee is accountable to the General Meeting of Shareholders of the Company and reports annually to the General Meeting of Shareholders of the Company.
The competence of the Auditing Commission is defined by Federal Law No. 208-FZ dated 26 December 1995 “On Joint Stock Companies”, as well as the Articles of Association and Regulations on the Auditing Commission of the Company.
Pursuant to Article 24.4 of the Company’s Articles of Association, the remit of the Auditing Commission covers:
- Inspection (audit) of the financial, accounting, payment and settlement and other documentation of the Company related to the Company’s financial and economic activities for the compliance with the legislation of the Russian Federation, the Articles of Associations and internal documents of the Company
- Checking and analysis of the financial condition of the Company, its solvency, the functioning of the internal control system and the risk management system, liquidity of assets, the ratio of own and loaned funds, correctness and timeliness of accruals and payment of interest on bonds, income on other securities
- Control over the expenditure of the Company’s funds under the approved business plan and budget of the Company
- Control over the raising and use of the reserve and other special funds of the Company
- Verification of the timeliness and correctness of settlement transactions with counterparties and the budget, as well as settlement transactions for remuneration, social insurance, accrual and payment of dividends and other settlement transactions
- Monitoring of the compliance with the established procedure for writing off debts of insolvent debtors to the Company’s losses
- Verification of the Company’s business operations carried out under the concluded agreements
- Verification of the compliance with the use of material, labour and financial resources, financial and economic activities of current agreements, norms and standards, approved estimates and other documents regulating the activities of the Company
- Control over the safety and use of fixed assets
- Verification of the cash account and property of the Company, the efficient use of assets and other resources of the Company, identifying the causes of non-production losses and expenses, identifying reserves for improving the financial condition of the Company
- Verification of the compliance with the requirements to eliminate violations and deficiencies identified by the Auditing Commission of the Company
- Drawing-up of recommendations for the governing bodies of the Company
- Other actions (measures) related to the audit of the financial and economic activities of the Company
The Auditing Commission abides by the laws of the Russian Federation, the Articles of Association of the Company and the Regulation on the Auditing CommissionThe Regulation on the Auditing Commission is published on the Company’s website in the About the Company / Constituentand Internal Documents section..
The Auditing Commission consists of five members.
Members of the Auditing Committee
During the reporting year, the Auditing Commision of the Company had two personal compositions.
Members of the Auditing Committee elected at the annual General Meeting of Shareholders of the Company held on 16 June 2022 (Minutes No. 48 dated 21 June 2022)
Svetlana Kovaleva
(Chairwoman)
Viktor Tsarkov
Svetlana Trishina
Alexander Rybalchenko
Natalya Tsyganova
Composition of the Auditing Committee elected at the annual General Meeting of the Company on 3 June 2021 (Minutes No. 45 dated 4 June 2021) and acting from 3 June 2021 to 16 June 2022:
- Svetlana Kovaleva (Chairwoman of the Auditing Committee)
- Viktor Tsarkov
- Svetlana Trishina
- Olga Pyatakova
- Kirill Rogachev
Svetlana Kovaleva, Viktor Tsarkov and Svetlana Trishina were re-elected to the Auditing Commission at the annual General Meeting of Shareholders held on 16 June 2022. For more details, please see above.
Olga Pyatakova
Kirill Rogachev
The members of the Auditing Commission do not have shares in the authorised capital (shares of any type) Rosseti Kuban, PJSC and in the authorised capital of subsidiaries and affiliates of Rosseti Kuban, PJSC.
There were no transactions between the Company and the members of the Auditing Commission in 2022. Rosseti Kuban, PJSC did not file claims against members of the Auditing Commission.
Based on the questionnaires provided by the members of the Auditing Commission, the Company considers:
- That the members of the Auditing Commission have no family ties (spouses, parents, children, adoptive parents, adopted children, siblings, grandparents, grandchildren) with members of the Board of Directors, members of the collegial executive body, a person holding the position (performing functions) of the sole executive body of Rosseti Kuban, PJSC
- That the members of the Auditing Commission were not held administratively liable for violations in the field of finance, taxes and fees, securities market, or criminally liable (including record of conviction) for economic and (or) public-order crimes
- That the members of the Auditing Commission did not hold positions in governing bodies of commercial organisations during the period, when bankruptcy proceedings and/or one of the bankruptcy procedures under Article 27 of the Federal Law On Insolvency (Bankruptcy) laws were initiated against those organisations
Track Record of the Auditing Commission
During 2022, the Auditing Commission of the Company held four meetings in the form of joint attendance, which dealt with issues related to planning the work of the Auditing Commission, the election of its Chairman and Secretary, as well as issues directly related to the conduct of audits.
Decisions of the Company’s Auditing Commission are published on the Company’s official website.
In 2022, the Company’s financial and economic activities for 2021 were audited.
The audit programme of the Company’s financial and economic activities included the following aspects:
- Assessment of the reliability of the accounting (financial) statements generated as at 31 December 2021
- Analysis of receivables management work
- Checking whether the annual inventory of assets and liabilities has been carried out correctly
- Business and financial analysis of the Company as at 31 December 2021
- Assessment of the consistency of the Company’s Annual Report 2021
- Verification of activities of Rosseti Kuban, PJSC related to the organisation of technological and price audit of progress reports on the investment programme of Rosseti Kuban, PJSC, as well as measures to eliminate violations and shortcomings contained in the conclusions of expert organisations based on the results of technological and price audit of progress reports on the investment programme of Rosseti Kuban, PJSC
- Checking whether the legislation of the Russian Federation regarding compliance with the procedure for concluding interested-party transactions is complied with
- Other issues
The report of the Auditing Commission was approved by the Auditing Commission of the Company (Minutes No. 3 dated 29 April 2022), which expressed an opinion on the reliability of the data in all material respects contained in the annual report of the Company for the year 2021 and in the annual accounts (financial statements) of the Company for 2021.
No misstatement of the information contained in the report on transactions made by Rosseti Kuban, PJSC in 2021, which are recognised as interested-party transactions under the laws of the Russian Federation, was identified. This Report was included in the materials provided to the Company’s shareholders in preparation for the annual General Meeting of Shareholders of the Company in 2022.