Committees of the Board of Directors

RusHydro’s Board of Directors has six committees:

  • Audit Committee; Regulations on the Audit Committee are approved by resolution of RusHydro’s Board of Directors (Minutes No. 239 of June 23, 2016, as amended on June 21, 2017 ( No. 254) and December 24, 2018 ( No. 281))
  • Nomination and Compensation Committee; Regulations on the Nomination and Compensation Committee are approved by resolution of RusHydro’s Board of Directors (Minutes No. 239 of June 23, 2016, as amended on June 21, 2017 ( No. 254))
  • Strategy Committee; Regulations on the Strategy Committee are approved by resolution of RusHydro’s Board of Directors (Minutes No. 242 of October 10, 2016)
  • Investment Committee Regulations on the Investment Committee are approved by resolution of RusHydro’s Board of Directors (Minutes No. 240 of August 11, 2016)
  • Committee on Energy Development of the Far East; Regulations on the Committee on Energy Development of the Far East are approved by resolution of RusHydro’s Board of Directors (Minutes No. 225 of October 30, 2015)
  • Committee on Reliability, Energy Efficiency and Innovation; Regulations on the Committee on Reliability, Energy Efficiency and Innovation are approved by resolution of RusHydro’s Board of Directors (Minutes No. 188 of October 15, 2013)

Audit Committee

Members of the Board of Directors Opposite the name of the members of the Committee, information on his personal attendance of the Committee’s meetings is presented in the format - number of meetings attended / total the number of meetings of the Committee in 2018.

Independent members of the Board of Directors
Sergey Ivanov (Chairman of the Committee) 19/19
Vyacheslav Pivovarov Vyacheslav Pivovarov has extensive experience and knowledge in preparation, analysis, assessment and audit of financial (accounting) statements. 14/19
Maxim Bystrov 18/19

Committee competencies

The Committee is designed to assist the Board of Directors in exercising control over the Company’s financial and business operations, with its key responsibilities including oversight of the financial statements, internal controls, risk management, corporate governance, and misconduct reporting systems, and ensuring independence and impartiality of the internal and external audit functions.

Key performance results and recommendations issued to the Board of Directors

  • Reviewed the Company’s auditor candidacy and recommended it for approval.
  • Recommended approval of a standard to control implementation of the Group’s Long-Term Development Program.
  • Recommended approval of RusHydro’s Insurance Program for 2019.
  • Approved a methodology for Assessment of RusHydro’s Corporate Governance Framework.
  • Provided corporate governance assessment results with a focus on internal audit review.
  • Recommended approval of the annual report.
  • Recommended approval of the annual financial (accounting) statements.
  • Assessed the internal audit system.
  • Assessed the efficiency of external audit for 2017.
  • Recommended approval of the Report on Compliance with the Company’s Information Policy.

Nomination and Compensation Committee

Members of the Board of Directors Opposite the name of the members of the Committee, information on his personal attendance of the Committee’s meetings is presented in the format – number of meetings attended / total the number of meetings of the Committee in 2018.

Independent members of the Board of Directors
Vyacheslav Pivovarov (Chairman of the Committee) 12/12
Sergey Ivanov 11/12
Maxim Bystrov 11/12

Committee competencies

The Committee is designed to provide recommendations on composition and set of skills of the Company’s governing bodies, and recommend tools to enhance efficiency and transparency of the remuneration system. Its primary objective is to review relevant items on a preliminary basis and draft recommendations on matters reserved to the remit of the Board of Directors.

Key performance results and recommendations issued to the Board of Directors

  • Reviewed report on achievement of the Management Board’s KPI for 2017.
  • Reviewed KPI targets for the Management Board for 2018 and 2019, and KPI targets under the Company’s Long-Term Incentive Plan.
  • Reviewed annual KPI of the Management Board for 2019
  • Analyzed qualifications of nominees to the Board of Directors and vetted them for potential conflicts of interest.
  • Assessed nominees to the Board of Directors and independent directors for compliance with the independence criteria.
  • Reviewed reports on progress against the Action Plan for the Introduction of Professional Standards into RusHydro’s Operations in Q4 2017 and Q1‑‌Q3 2018.
  • Oversaw external independent assessment of the Board of Directors’ performance.
  • Reviewed draft internal regulations on the assessment of performance of the Board of Directors and its committee.

Strategy Committee

Members of the Board of Directors Opposite the name of the members of the Committee, information on his personal attendance of the Committee’s meetings is presented in the format - number of meetings attended / total the number of meetings of the Committee in 2018.

Independent members of the Board of Directors
Pavel Grachev 17/17
Sergey Ivanov (since August 7, 2018) 10/17
Vyacheslav Pivovarov 14/17
Members of the Board of Directors
Nikolay Rogalev 17/17
Sergey Shishin 17/17
Committee members
Aleksandr Bogashov 15/17
Dmitriy Denisov (since August 7, 2018) 9/17
Igor Zadvornov (Chairman of the Committee) 16/17
Boris Livshits 17/17
Vasiliy Nikonov 15/17
Yevgeniy Olkhovich (since August 7, 2018) 9/17
Pavel Snikkars 15/17
Yevgeniy Stolyarov (until August 7, 2018) 5/17
Andrey Gabov (until August 7, 2018) 7/17
Members of the executive bodies
George Rizhinashvili 17/17
Andrey Kazachenkov (since August 7, 2018) 9/17
Nikolay Shulginov (until August 7, 2018) 7/17

Committee competencies

The Committee is designed to ensure efficient performance of the Board of Directors in strategic areas. The Committee determines the Group’s strategic development priorities, approves the Company’s development strategy and long-term development program (including review of the strategy implementation reports), provides recommendations on the dividend policy, makes decisions on the Company’s investments in and divestments from other organizations, considers authorized capital increases and other share offering and purchase matters, and reviews the Group’s financial and valuation models.

Key performance results and recommendations issued to the Board of Directors

  • Recommended approval of a resolution to divest from PJSC Inter RAO.
  • Recommended approval of the property disposal deal between JSC RAO ES East and PJSC Sakhalinenergo.
  • Set preliminary additional terms and conditions for participation in the construction of Tayshet Aluminium Smelter (the project was put on hold due to the US sanctions).
  • Recommended approval of the Group’s Long-Term Development Program for 2018–2022.
  • Provided recommendations on report regarding the finalization of initiatives to refinance the debt of JSC RAO ES East.
  • Provided recommendations on information about the efficiency of forward contracting and progress against Rushydro’s Value Growth Plan through 2021.
  • Recommended approval of an investment project to construct two 110 kV single-circuit Pevek‑Bilibino power lines.
  • Provided recommendations on a report comparing the technological advancement and innovation KPI of RusHydro Group against the leading peers.
  • Recommended approval of a resolution to divest from Boguchanskaya HPP Construction Organizer, Boguchanskaya HPP Construction Customer, Small HHPs of Altai, Verkhne-Naryn HPPs, and VolgaHydro.

Investment Committee

Members of the Board of Directors Opposite the name of the members of the Committee, information on his personal attendance of the Committee’s meetings is presented in the format - number of meetings attended / total the number of meetings of the Committee in 2018.

Independent members of the Board of Directors
Maxim Bystrov (Chairman of the Committee) 13/13
Vyacheslav Pivovarov 10/13
Sergey Ivanov 10/13
Members of the Board of Directors
Nikolay Rogalev 13/13
Alexei Chekunkov (until September 21, 2018) 8/13
Members of the executive bodies
Andrey Kazachenkov 13/13
Sergey Kirov 13/13
Viktor Khmarin 13/13
Committee members
Mikhail Bychko 4/13
Andrey Gabov 7/13
Sergey Zhuravlev 13/13
Denis Milyutin 13/13
Pavel Snikkars 7/13

Committee competencies

The Committee is designed to preview new investment projects and programs, and contribute to the enhancement of the Company’s investment policy.

Key performance results and recommendations issued to the Board of Directors

  • Approved RusHydro’s draft investment program for 2019–2028 and draft amendments to RusHydro’s investment program for 2018–2027.
  • Pre-approved the Group’s Consolidated Business Plan (including consolidated investment program) for 2018–2022.
  • Pre-approved KPI targets for the Management Board for 2018, and KPI targets under the second cycle of the Company’s Long-Term Incentive Plan for 2018–2020.
  • Pre-approved distribution of the Company’s profit (loss) for 2017 and recommended that the Annual General Meeting of Shareholders approve the same.
  • Approved the amount of dividends paid for the Company’s ordinary shares for 2017 at RUB 0.0263335 per share.
  • Pre-approved updated versions of the Company’s Business Plan and investment program for 2018.
  • Pre-approved the updated version of the Company’s Consolidated Business Plan (including consolidated investment program) for 2018.
  • Pre-approved updated KPI targets for the Company’s Management Board for 2018.
  • Recommended approval of RusHydro’s business plan and Consolidated Business Plan for 2019, including RusHydro’s investment program and consolidated investment program.

Committee on Energy Development of the Far East

Members of the Board of Directors Opposite the name of the members of the Committee, information on his personal attendance of the Committee’s meetings is presented in the format - number of meetings attended / total the number of meetings of the Committee in 2018.

Independent member of the Board of Directors
Pavel Grachev 7/7
Members of the Board of Directors
Yury Trutnev (Chairman of the Committee) 0/7
Vyacheslav Kravchenko 3/7
Alexei Chekunkov 7/7
Members of the executive bodies
Sergey Vasilyev (since April 4, 2018) 4/7
Andrey Kazachenkov 7/7
Sergey Tolstoguzov (until April 4, 2018) 0/7
Committee members
Igor Zadvornov 7/7
Denis Konstantinov 6/7
Aleksey Molskiy 5/7
Denis Pileniyeks 7/7
Aleksandr Pyatigor (since August 9, 2018) 2/7
Vladimir Tupikin (until December 6, 2018) 7/7
Sergey Tyrtsev (since August 9, 2018) 2/7
Mikhail Kolesnikov (until August 9, 2018) 3/7
Sergey Lebedev (since December 6, 2018) 1/7
Leonid Petukhov (since December 6, 2018) 1/7

Committee competencies

The Committee is designed to ensure efficient performance of the Board of Directors in developing the power industry of the Far Eastern Federal District of Russia within the scope of responsibility of the Company and its subsidiaries. Among other things, the Committee is responsible for determining the Company’s priority areas in the Far East, including by considering matters related to the consolidation of power assets in the Far East, growth of energy exports to the Asia-Pacific, and power supply to the consumers in the Far East.

Key performance results and recommendations issued to the Board of Directors

  • Recommended approval of contributions to the authorized capital of JSC Chukotenergo for the construction of two 110 kV single-circuit Pevek-Bilibino power lines in an amount not exceeding RUB 18 bn, with up to RUB 5 bn coming from RusHydro and RUB 10 bn coming from the Government in the form of contributions to the authorized capital of RusHydro.
  • Pre-approved the loan agreement between RusHydro and the Far East and Baikal Region Development Fund in the amount of RUB 5 bn to finance the construction of off-site facilities of Sakhalinskaya GRES-2 for a period of eight years and an interst rate of 5% per annum.
  • Approved an increase in the price of the General Contractor Agreement (Construction of Sakhalinskaya GRES‑2. Key Production Capacities. On-Site Facilities. Stage 1) by RUB 3.5 bn to RUB 33.5 bn.

Committee on Reliability, Energy Efficiency and Innovation

Members of the Board of Directors Opposite the name of the members of the Committee, information on his personal attendance of the Committee’s meetings is presented in the format - number of meetings attended / total the number of meetings of the Committee in 2018.

Members of the Board of Directors
Nikolay Rogalev (Chairman of the Committee) 7/7
Vyacheslav Kravchenko 4/7
Alexei Chekunkov (until August 9, 2018) 3/7
Committee members
Oleg Barkin (since April 4, 2018) 6/7
Yuriy Vishnevskiy 6/7
Dmitriy Gvozdev (since August 9, 2018) 4/7
Sergey Zhuravlev (since August 9, 2018) 4/7
Mikhail Fedorov 7/7
Elena Belchenko (until August 9, 2018) 3/7
Roman Gromov (until April 4, 2018) 1/7
Members of the executive bodies
Boris Bogush 7/7
George Rizhinashvili 7/7
Kirill Frolov 7/7
Dmitriy Gvozdev (since April 4, 2018) 5/7
Sergey Tolstoguzov (until April 4, 2018) 0/7
Nikolay Karpukhin 1/7

Committee competencies

The Committee is designed to ensure efficient performance of the Board of Directors in the realms of the Company’s Technical Policy, reliable and safe operation of hydraulic facilities, energy efficiency, innovation and environmental policies, and other areas reserved to the remit of the Committee.

Key performance results and recommendations issued to the Board of Directors

  • Approved the proposal of the Company’s Management Board to start levelling the station node building at Zagorskaya PSPP-2.
  • Prepared a resolution to build an inventory of intellectual property rights of RusHydro Group, with the deadline set for November 30, 2018.
  • Drafted a resolution for the Board of Directors to approve RusHydro Group’s Intellectual Property Rights Management Program.
  • Approved draft terms of reference for comparing the technological advancement and innovation KPI of RusHydro Group against the leading peers and submitting proposals to update the Company’s innovation KPI and Innovative Development Program for 2016–2020 with an outlook until 2025.