Number of tasks given to the Company's executive bodies
21
26
34
Average attendance of the Board meetings by the Board members (%)
95.2
87.7%
99.2
The structure of the issues reviewed by the Board of Directors corresponds to its role in the management of the Company. The following topics are of highest importance in the structure of the issues reviewed:
Convening and holding the General Meeting of Shareholders
Approving plans and by-laws
Reviewing management reports on various aspects of the Company’s activities
Reviewing HR issues and remuneration
Structure of issues reviewed by the Board of Directors of the Company in 2022 (%)
Key resolutions made by the Board of Directors of Rosseti Kuban, PJSC in the reporting year
The following long-term Company plans and programmes were approved
Updated Digital Transformation Programme for 2020–2030
Updated programme for the renovation of power grid facilities
Plan for the development of the production asset management system and resource plan for its implementation
Forecasted figures of the business plan
Energy saving and energy efficiency improvement programme
Roadmap for the development of additional (non-tariff) services
Action plan for the transition to the predominant use of domestic software
Internal audit quality assurance and improvement programme
Information security programme
The following annual and quarterly plans and programmes of the Company were approved
Business Plan
Time-phased-action plan to reduce overdue receivables for electricity transmission services and to resolve disputes
Procurement plan
Non-state pension scheme for the Company’s employees
Insurance coverage programme
Target KPIs for the General Director, Head and employees of the Company’s internal audit function
The following internal documents of the Company were approved
Scheme for the development of the Company’s communication network,
Collective bargaining agreement
New revisions of the following documents:
Regulations on information policy
Regulations on insurance coverage
Regulations on uniform communication policy
Amendments to:
Regulations on uniform technical policy in the power grid sector of Rosseti as an internal document of the Company
Regulations on the Audit Committee of the Board of Directors
Methodology for Calculating and Evaluating KPIs of the General Director
The following resolutions were taken
On the Company’s adherence to the amendments to the Uniform Procurement Standard of Rosseti, PJSC (Procurement Regulations)
On the approval of the Company’s listing prospectus
The following documents were reviewed
Reports of the General Director on various aspects of the Company’s financial and business activities and the implementation of the Board’s resolutions
Draft revised Regulations on the Auditing Committee, distribution of profits for 2021, amount of dividends for 2021 and 9 months of 2022 (proposed for approval by the General Meeting of Shareholders of the Company)
At meetings held in mixed format during the reporting year, the Board of Directors did as follows:
Reviewed the progress report on the business plan for 2021, Q1 and H1 2022
Reviewed the progress report on the investment programme for Q1 and H1 2022
Approved time-phased-action plan to reduce overdue receivables for electricity transmission services rendered and to resolve disputes
Reviewed the report on the Company’s use of financial support
Participation of the Board members of Rosseti Kuban, PJSC in meetings of the Board of Directors and its committees in 2022
Full name
Number of meetings attended by a Board member (from those he/she was able to attend)Information on the participation of the Board’s members in committees work is given only for the period when those persons were sitting on the Board of Directors.
Board of Directors
Reliability Committee
Audit Committee
Strategy Committee
Personnel and Remuneration Committee
Grid Connection Committee
Daniel Krainskiy, Chairman of the Board of Directors
44 of 44
–
–
22 of 22
–
–
Grigory Gladkovskiy
44 of 44
–
–
–
–
–
Yuri Goncharov
44 of 44
–
9 of 9
–
–
–
Alexander Kazakov
44 of 44
–
15 of 15
–
13 of 13
–
Madina Kaloeva
44 of 44
–
6 of 6
7 of 7
–
–
Konstantin Kravchenko
44 of 44
–
–
–
–
–
Mikhail Medvedev
44 of 44
–
–
22 of 22
–
–
Alexey Molskiy
44 of 44
–
–
–
–
8 of 8
Alexey Polinov
36 of 44
–
–
–
–
–
Boris Ebzeev
44 of 44
–
–
–
–
–
Viktor Yavorskiy
44 of 44
–
15 of 15
–
–
–
The Work Plan for the 2022/2023 corporate year was approved by the Board of Directors on 29 September 2022. It covers the following focus areas:
Strategic development of the Company
Mid-term and short-term planning of the Company’s operations
Workflow management of the Board of Directors
Follow-up on the resolutions of the Board of Directors and the General Meeting of Shareholders
The plan includes:
Essential issues to be considered at the Board meetings
Deadline for consideration of issues accurate to within a month
Format of meetings (with the right to define the final format of the meeting by the Chairman of the Board of Directors, in accordance with para. 6.12 of the Regulations on the Board of Directors)
List of people (Company’s executive bodies) responsible for the preparation of issues to be considered at the meetings of the Board of Directors
Performance assessment of the Board of Directors
In the reporting year, the Board of Directors and its committees carried out a self-assessment of their performance for the 2021/2022 corporate year, rating their work and organisation fairly highly (overall average score of 4.7 with a maximum score of 5).
Results of the self-assessment of the Board performance
S. No.
Assessment criteria
Performance assessment – average scoreThe maximum score is 5.
Assessment statement
1
The Board performing key functions in the management of the Company:
Shaping and overseeing the implementation of the strategy
Ensuring the establishment of the internal control and risk management system and overseeing its effectiveness
Evaluating the performance of senior management, implementing an effective incentive system
4.5
The track record of the Company’s Board of Directors is fairly highly rated by the majority of Board members
The Board of Directors is actively involved in the work of the executive bodies, assessing their work and shaping their incentive system
2
Ensuring the safeguarding of assets
5
Track record of the Board of Directors in:
Ensuring competitive procurement and monitoring the implementation of the procurement policy
Controlling over material controlled entities is highly rated by members of the Board of Directors
The Board of Directors’ expanded authority to analyse and approve material transactions gives it more control over the safeguarding of the Company’s assets.
3
Composition and structure of the Board of Directors
4.8
The main competencies required for effective operation are evenly distributed among the members of the Company’s Board of Directors. Members of the Board of Directors have expertise in accounting and corporate finance, strategic management, corporate governance, risk management, as well as in areas specific to the Company’s business.
Independent directors are able to create their own opinions based on their professional qualifications, experience, and independence. They are also able to make fair and unbiased decisions without consulting the Company’s executive bodies, certain shareholder groups, or other stakeholders.
4
Organisation of the work of the Board of Directors, including:
Management of the Board activity
Infrastructural support
Interaction of the Board of Directors with the Company’s management
Interaction of the Board of Directors with Board Committees
4.9
Track record of organising the work of the Board of Directors of Rosseti Kuban in:
Organisational, legal, informational and infrastructural support
Interaction of the Board of Directors with the Board Committees and the management of the Company as a whole is effective