The Board of Directors

The Board of Directors is the collective control body performing the general management of the Company’s business, determining its strategy, and controlling work of the Company’s executive bodies.

Main goals and objectives of the Board of Directors are as follows:

  • To determine the Company’s development strategy aimed at enhancement of its market capitalization and investment prospects, achievement of maximum profit and increments of assets of the Company;
  • To ensure exercise and protection of rights and legitimate interests of shareholders, as well as to assist in settlement of corporate conflicts;
  • To ensure completeness, reliability and neutrality of disclosure of information about the Company;
  • To create effective internal control mechanisms;
  • To regularly assess the Company’s management work.

In order to implement the above purposes and tasks, the Board of Directors is guided by the following principles:

  • To adopt decisions on the basis of reliable information on the Company’s activity;
  • To avoid restriction of the shareholders’ rights to participate in the management of the Company, receipt of dividends and information about the Company;
  • To achieve balance of convenience of different groups of shareholders and to have the most neutral decisions adopted by the the Board of Directors to the benefit of all shareholders of the Company.

In its activities, the Board of Directors is guided by the Federal Law “On Joint-Stock Companies”, other regulatory legal acts of the Russian Federation, the Company’s Articles of Association, the Regulation on the Board of Directors*.

The responsibility of the Company’s Board of Directors is extended compared to the standards of Federal Law “On Joint-Stock Companies”; it additionally includes the following matters:

  • determination of the Company’s development strategy;
  • approval of business plan, including investment program;
  • approval of target values of key performance indicators of the Company and reports on performance thereof;
  • determination of the Company’s policy;
  • with regard to improvement of a distributive electric grid complex and other electric grid facilities reliability;
  • in the sphere of insurance,
  • credit,
  • procurement,
  • housing;
  • organization of management and control of organizations’ business wherein it participates.
  • approval of the procedure of the Company’s interaction with the organizations wherein it participates;
  • determination of the Company’s stance on the basic issues of the agenda of the General Meetings of Shareholders (participants) and meetings of the Board of Directors of the S&A;
  • appointment of the Company’s representatives in order to participate in the top management work of the organizations wherein it participates;  
  • decision-making on promotion of candidates by the Company for election to governing and control bodies of the organizations wherein it participates, as well as election of the auditor;
  • preliminary approval of the decisions on conclusion of the separate transactions by the Company:
  • the subject of which are non current assets in the amount exceeding 10% of the book value of its assets;
  • involving acquisition, alienation or a possibility of alienation of property constituting fixed assets, intangible assets, assets under construction that are used in order to produce, transfer, dispatch, distribute of electric and thermal energy, as well as other types of property determined by certain decisions of the Board of Directors;
  • on transfer (acceptance) for temporary possession (use) of property and electric grid facilities for more than 5 years;
  • involving donation of the Company’s property or proprietary rights (claims) to itself or to a third party; transactions involving releasing from property obligation before itself or a third party; transactions involving gratuitous provision of services by the Company to third parties;
  • which can result in creation of obligations denominated in foreign currency, transactions with derivative financial instruments;
  • arrangement and control of the work of the Company’s executive bodies:
  • making decision on appointment of the Company’s Acting Director General;
  • bringing to a disciplinary responsibility of the Company’s executive bodies and their recognition;
  • consideration of the Director General reports on Company’s business;
  • control of the executive bodies work with regard to adherence to the strategy approved by the Company;
  • recommendations to the Company’s executive bodies with regard any questions of its activity;
  • approval of regulations on financial incentives of the Director General and Top Managers of the Company;
  • approval of candidates for separate positions of the Company’s executive office;
  • preliminary approval of collective contract, agreements entered into by the Company as part of regulation of the social and labor relations, approval of documents related to non-state pension provision to the Company’s employees;
  • approval of independent appraisers, financial consultants;
  • making decisions on Company’s joining to industry and interindustry standards, regulations and other documents in the sphere of power industry on various areas of the Company’s business, including technical regulation;
  • establishment of Committees of the Board of Directors and election of their members;
  • arrangement of the Risk Management and Internal Control Systems:
  • definition of basic principles and approaches to risk management and internal control system in the Company;
  • assessment of key operational risks as well as establishment of the acceptable size of risks for the Company;
  • arrangement of carrying out the annual analysis and assessment of functioning of Risk Management and Internal Control Systems;
  • annual consideration of issues related to arrangement, functioning and efficiency of risk management and internal control system in the Company;
  • control and arrangement of internal audit unit work, approval of decisions on appointment and dismissal, as well as determination of remuneration of the head of internal audit unit.

The Board of Directors includes 11 persons elected by the General Meeting of Shareholders for the period up to the following annual General Meeting of Shareholders Should the Board of Directors be elected at the Extraordinary General Meeting of Shareholders, Board members are considered to be elected for the period prior to date of the following Annual General Meeting of Shareholders.


* Find the Regulations on the Board of Directors of PJSC Kubanenergo on the web-site: www.kubanenergo.ru - section About the Company / Constituent and in-house documents