Remuneration of the Board of Directors and Board committees

Remuneration of the Board of Directors is based on the following principles approved by the Regulations on Payment of Remuneration and Compensation to Members of RusHydro’s Board of DirectorsThe Regulations on Payment of Remuneration and Compensation to Members of RusHydro’s Board of Directors as amended were approved by the General Meeting of Shareholders on June 26, 2017 and is available on the Company’s website:

  • the Regulations are not applicable to the members of the Board of Directors who act (during their term in office as members of the Board of Directors whether partial or entire) as members of the Company’s collegial executive body or as the Company’s sole executive body;
  • remuneration is not set or paid to the Chairman and members of the Board of Directors who are (during their term in office as members of the Board of Directors whether partial or entire) subject to restrictions or bans on receiving any payments from business entities in accordance with the applicable Russian laws;
  • the base remuneration of a member of the Board of Directors is RUB 3.51 mn;
  • the remuneration depends on the number of meetings attended;
  • the remuneration is increased if the member of the Board of Directors is Chairman of the Board of Directors (by 30%), Chairman of a Board committee (by 20%), Senior Independent Director (by 15%), or member of a Board committee (by 10%);

The Board of Directors annually takes a decision on the Recommendations to the Annual General Meeting of Shareholders Regarding Payment of Remuneration to Members of the Board of Directors who are not Public Officers in the amount set by the Internal Regulations as provided for in the Regulations on Payment of Remuneration and Compensation to Members of RusHydro’s Board of Directors (the “Remuneration Regulations”). The remuneration is paid to the members of the Board of Directors for the period from their appointment as members of the Board of Directors to the election of a new Board of Directors.

On June 27, 2018, RusHydro’s General Meeting of Shareholders resolved Minutes No. 17 of June 28, 2018. to pay remuneration to the members of the Board of Directors for their services for the period from June 26, 2017 to June 27, 2018 in the amount, within the timeframes, and in accordance with the procedure, set out in the Remuneration Regulations.

Board of Directors’ remuneration, ‘000 RUB Including personal income tax.
Type of remuneration 2016 2017 2018
Remuneration for membership in governing bodies 5,561.5 7,472.3 27,945.0
Salary 0 0 0
Bonus 0 0 0
Commissions 0 0 0
Other types of remuneration 0 0 0
Total 5,561.5 7,472.3 27,945.0
Costs related to services of members of governing bodies compensated by the issuer 52.5 0 0
Personal remuneration of the Board of Directors in 2018, ‘000 RUB
Full name Meetings held Meetings attended Senior Indepen-dent Director Member of a Board committee Multiplier Remu-neration Bonus Total remu-neration Remu-neration payable Excluding personal income tax.
Artem Avetisyan 20 13 0 0 1,755 0 1,755 1,526.9
Maxim Bystrov 20 18 40 40 2,430 972 3,402 2,959.7
Pavel Grachev 20 20 20 20 2,700 540 3,240 2,818.8
Sergey Ivanov 20 18 15 40 55 2,430 1,336.5 3,766.5 3,276.9
Vyacheslav Pivovarov 20 18 50 50 2,430 1,215 3,645 3,171.2
Nikolay Rogalev 20 20 40 40 2,700 1,080 3,780 3,288.6
Alexei Chekunkov 20 20 30 30 2,700 810 3,510 3,053.7
Sergey Shishin 20 19 10 10 2,565 256.5 2,821.5 2,454.7
Andrey Shishkin 20 15 0 0 2,025 0 2,025 1,761.8
Total 21,735 6,210 27,945 24,312.2

The Board of Directors’ remuneration policy was revised after Ernst & Young (CIS) B.V. conducted research on board remuneration policies at Russian companies of comparable scale in 2016. The research results were used to develop a new calculation methodology setting a base remuneration of each member of the Board of Directors at RUB 3.51 mn, which is in line with the market average. This approach allowed the Company to retain and attract professionals to the Company’s Board of Directors.