Assessment of the Board of Directors performance

Independent assessment

In 2018, an independent assessment of the Company’s Board of Directors was carried out by LLC PricewaterhouseCoopers Advisory, a world— renowned external independent consultantThe word independent means the consultant has no ties to the Company..

  • Overall assessment of the Board of Directors’ performance;
  • Assessment of each Committee’s performance;
  • Performance assessment for the Chairman of the Board of Directors and Senior Independent Director;
  • Individual assessment of the Board of Directors members.
The previous independent assessment was done in 2016 by the Independent Directors Association, whose recommendations led to many improvements in the work of the Board of Directors, including:
  • Approval of a number of strategic decisions, including in relation to the JSC RAO ES East debt refinancing;
  • The Board of Directors regularly monitors the development and implementation of RusHydro subsidiaries’ business plans based on RusHydro Group’s Consolidated Business Plan;
  • The position of Senior Independent Director was Introduced;
  • Board of Directors’ meetings scheduling was improved.

Self-assessment

RusHydro conducted an annual assessment of the Board of Directors performance to evaluate the contribution of the Russian Federation representatives to the Company’s operations and to the implementation of the development strategy. The assessment was based on the methodology for individual assessment of the Board of Directors members in joint-stock companies partially owned by the government, as approved by the Federal Agency for State Property Management (Rosimushchestvo), and was carried out in the Company’s personal account on Rosimushchestvo’s inter-agency portal using questionnaires for members of the Board of Directors. As a result, duly supervision by the federal executive body over the state representatives’ work on the Board of Directors was confirmed.

Areas for development

In order to continue improving its efficiency, the Board of Directors is going to take the following key actions based on the assessment results:

  • hold a strategic session with external experts to discuss the strategy, its implementation and possible updates (in light of systematic renewal of the Board of Directors, as well as changes in the business landscape since the approval of the strategy);
  • expand the list of speakers invited to the meetings of the Board of Directors with members of the Company’s management and external experts;
  • hold comprehensive Board of Directors discussions addressing the matters of risk appetite and key risk management as they pertain to the Company’s operations;
  • maintain and expand the practice of the Board of Directors members and independent directors in particular attending the most important investor and analyst engagement events.