Chapter 4
CORPORATE GOVERNANCE

4.2. Governing bodies

4.2.1. General Meeting of Shareholders

The annual General Meeting of Shareholders was held June 26, 2015 in Krasnoyarsk (Minutes No 13 dated June 26, 2015). The shareholders have approved the annual report, the annual accounting statement, and the allocation of profit according to 2014 results. Other approvals covered dividend amounts and the date for preparing the list of persons entitled to receive dividends. The shareholders have also elected the Board of Directors, the Audit Committee and the auditor (JSC PricewaterhouseCoopers Audit).

Decisions were also made concerning the payment of remuneration to members of the Board of Directors based on results of their work from 27.06.2014 to 26.06.2015. Remuneration is to be paid in the amount and in accordance with the procedure set by the Payment of Remunerations to Members of the Board of Directors. The shareholders have also approved participation of JSC RusHydro in Non-Profit Partnership RCBC and interested party transactions.

Protocol of the meeting on site.

4.2.2. The Board of Directors

The Board of Directors acts on the basis of the Policy on the procedure for convening and conducting meetings of PJSC RusHydro’s Board of Directors. According to the Articles of Association, the Board of Directors consists of 13 members.

The current membership of the Board of Directors was elected at the General Meeting of Shareholders on June 26, 2014. Directors elected to the Board are highly professional and experienced in the power industry, economics and corporate governance. Many Directors have academic titles, while some are graduates of international business schools.

4.2.2.1. The composition and attendance of the Board of Directors

Attendance and participation of the Board members in the work of the committees

4.2.2.1.1. Independent members of the Board of Directors

The composition of the Company’s Board of Directors includes three independent directors who meet the criteria of the Corporate Governance Code of PJSC RusHydro³³ and the UK Corporate governance Code³⁴:

• S.N. Ivanov – General Director of JSC “Erko”;
• M.S. Bystrov – Chairman of the Board of the Association “NP Market Council”, OJSC “ATS”;
• V.V. Pivovarov – “Altera Capital” LLC President.

Independent Director S.N. Ivanov is the Deputy Chairman of the Board of Directors of PJSC RusHydro.

4.2.2.1.2. Composition of the Board of Directors*

Yury Trutnev (Chairman of the Board of Directors)

1956 year of birth. Education: Perm Polytechnic Institute (mining engineer).

Experience over the past 5 years and participated in the management bodies of other organisations (on 31.12.2015): 2004-2012 – Minister of Natural Resources and Environment; 2012-2013 – Assistant to the President of the Russian Federation; Since 2012 – Member of the Supervisory Board of the State Corporation “Rosatom”; Since 2013 – Deputy Chairman of the Russian Government – Presidential Plenipotentiary in the Far Eastern Federal District.

Artem Avetisyan

1976 year of birth. Education: Finance Academy under the Government of the Russian Federation (estimated activity “Finance and Credit”).

Experience over the past 5 years and participated in the management bodies of other organisations (on 31.12.2015): 2008-2011 – President of “NEO Centre”; Since 2011 – the director of the direction of the “New Business” ANO “Agency of strategic projects for the promotion of new initiatives”; 2012-2015 – Member of the Supervisory Board of JSC “Rosselkhozbank”; Since 2012 – Member of the Supervisory Board of OJSC “SME Bank”; From 2014 – Vice-President of “NEO Centre”; From 2015 – President of “Commercial Bank” Uniastrum”; He is Chairman of the Board of JSC “Commercial Bank” Regional credit”.

Maxim Bystrov (Independent Director)

1964 year of birth. Education: Moscow Civil Engineering Institute. VV Kuibyshev (hydraulic engineering structures and river hydro power plants). All-Russian Academy of Foreign Trade, (the world economy).

Experience over the past 5 years and participated in the management bodies of other organisations (on 31.12.2015): 2010-2013 – Deputy Plenipotentiary Representative of RF President in the North Caucasian Federal District; Since 2013 – Chairman of the Board of OJSC “ATS”, the Association “NP Market Council”; He is a member of the BoD PJSC “FGC UES”, JSC “UES”; Chairman of the Board of JSC “Resorts of the North Caucasus”, “Management Company Airport Mineralnye Vody”.

Evgeny Dod

1973 year of birth. Education: Moscow Aviation Institute – State Technical University (economics and management at the enterprises of mechanical engineering). Candidate of Economic Sciences.

Experience over the past 5 years and participated in the management bodies of other organisations (on 31.12.2015): 2009 – 2015 – Chairman of the Board – General Director of PJSC RusHydro; Since 2008 – Member of the Board of SPA “RSPP” and LLC “RSPP”; Since 2010 – Member of the Supervisory Board of NP “Hydropower of Russia”; 2010-2013 – Member of the Supervisory Board of OJSC “RRDB”; Since 2011 – Member of the Board of Governors of ANO “ISEDC”; Since 2012 – member of the Presidium of RNA WEC; Since 2013 – member of the Board of Trustees and the Board BUT Charitable Fund “Ownership” Fund; 2014-2015 – member of RusHydro International B.V. of the Supervisory Board; 2015 – He is Chairman of the Board of PJSC RAO Energy Systems of the East Group.

Victor Zimin

1962 year of birth. Education: Tomsk State University of Architecture and Civil Engineering (cars and motor-car economy).

Experience over the past 5 years and participated in the management bodies of other organisations (on 31.12.2015): Since 2009 – Head and Chairman of the Government of the Republic of Khakassia.

Sergey Ivanov (independent director)

1961 year of birth. Education: Moscow Engineering Physics Institute (theoretical nuclear physics). Doctor of Economic Sciences. Corresponding Member of the Russian Academy of Sciences.

Experience over the past 5 years and participated in the management bodies of other organisations (on 31.12.2015): Since 2009 – Chairman of the Presidium of the ANO “National Energy Security Institute”; Since 2010 – General Director of JSC “Erko”; Since 2013 – General Director of the managing company LLC “LENSET”, LLC “Lisiteya”, LLC “Pasiphae”, LLC “Metis”, LLC “Amalthea”, LLC “Oberon”, JSC Corporation “Nechernozemagropromstroy”.

He is a member of the BoD “Erko”, CJSC INPK “RET”, JSC Corporation “Nechernozemagropromstroy”.

Larisa Calanda

1964 year of birth. Education: Sverdlovsk Institute of Law (Law). Postgraduate Institute of Philosophy and Law of the Academy of Sciences of Belarus.

Experience over the past 5 years and participated in the management bodies of other organisations (on 31.12.2015): Since 2006 – Vice-President, Secretary of State – Vice-President of OAO “NK” Rosneft”; Since 2007 – Acting General Director of JSC “ROSNEFTEGAZ”; Since 2008 – Deputy Chairman of the Board of OJSC “NK” Rosneft”.

She is a member of the BoD “ROSNEFTEGAZ”.

Vyacheslav Kravchenko

1967 year of birth. Education: Moscow State University. University (jurisprudence).

Experience over the past 5 years and participated in the management bodies of other organisations (on 31.12.2015): 2008-2011 – General Director of LLC “RN-Energo”; 2010-2012 – General Director of JSC “United Energy Company”; Since 2011 – a state representative in the Supervisory Board of NP “Market Council”; Since 2013 – Deputy Minister of Energy; 2013-2014 – Member of the Supervisory Board of OJSC “RRDB”; 2012-2014 – Chairman of the Board of OJSC “ATS”.

Is a member of the BoD PJSC “FGC UES”, JSC “SO UES”, PJSC “MOESK”, PJSC “IDGC of Siberia”.

Denis Morozov

1973 year of birth. Education: Moscow State University. University (economics, law); The Swiss Banking School; Harvard Business School (Management); School of International Relations and Public Management at Columbia University (public administration, management of economic policy). Candidate of Economic Sciences.

Experience over the past 5 years and participated in the management bodies of other organisations (on 31.12.2015): 2010 – President, General Director of OJSC “Uralkali”; Since 2011 – the Russian representative to the Board of the European Bank for Reconstruction and Development, the executive director of the Russian Federation, Belarus and Tajikistan; 2012-2015 – Member of the Supervisory Board of “ALROSA” (JSC); From 2014 – Chairman of the Supervisory Board of JSC “Rosselkhozbank”.

He is a member of the BoD PJSC “Rossetti”.

Alexander Osipov

1969 year of birth. Education: Rostov-on-Don Institute of National Economy (Economic informatics and automation); Stavropol State University (jurisprudence); Academy of National Economy under the Government of the Russian Federation (financial management organization).

Experience over the past 5 years and participated in the management bodies of other organisations (on 31.12.2015): 2009-2013 – General Director of “Center of assessment and audit”; Since 2013 – First Deputy Minister of Development of the Far East.

He is a member of the BD JSC “FEEMC”, JSC “Fund for the Development of the Far East and the Baikal region”.

Vyacheslav Pivovarov (independent director)

1972 year of birth. Education: State Academy of Management Sergo Ordzhonikidze (the world economy); American University of Paris (Applied Economics); Stanford Business School.

Experience over the past 5 years and participated in the management bodies of other organisations (on 31.12.2015): Since 2011 – the president, the General Director of “Altera Capital”; 2009 – 2011 – a freelance Advisor to the Minister of Economic Development.

Sergey Shishin

1963 year of birth. Education: Higher School of the KGB Border; University KGB; Russian Academy of Public Administration under the President of the Russian Federation (state and municipal administration).

Experience over the past 5 years and participated in the management bodies of other organisations (on 31.12.2015): Since 2007 – Senior Vice President of JSC “Bank VTB”; Since 2011 – Member of the Supervisory Board of JSC “RRDB”.

Andrey Shishkin

1959 year of birth. Education: Moscow Institute of Petrochemical and Gas Industry. THEM. Gubkin (power-engineer).

Experience over the past 5 years and participated in the management bodies of other organisations (on 31.12.2015): 2010 – 2012 – Deputy Minister of Energy; Since 2012 – Vice-President of “Rosneft”; Since 2013 – Member of the Supervisory Board of NP “Market Council”; From 2015 – General Director of LLC “RN-Active”.

He is a member of the BoD JSC “Tyumen Energy Retail Company”, OAO “Rossetti”, JSC “United Shipbuilding Company”, LLC “RN-CIR”, LLC “National Oil Consortium”; Chairman of the Board of JSC “FECSR”, RIG Research Pte. Ltd.

INFORMATION CONCERNING THE CORPORATE SECRETARY OF THE COMPANY

Zavalko Maxim Valentinovich*

1977 year of birth. Education: Moscow State Institute of International Relations (International Law); Financial University under the Government of the Russian Federation (MBA Finance).

Experience over the past 5 years and participated in the management bodies of other organisations (on 31.12.2015): 2010 – present – Head of the Corporate Governance Department/Deputy Head of Corporate Governance and Property Department, Corporate Secretary of PJSC RusHydro; Member of the Board of Directors / Deputy Chairman of the Board of Directors of several companies RusHydro Group.

4.2.2.2. Information on the Board of Directors

4.2.2.2.1. The structure of the issues addressed

For more information about the issues reviewed by the Board of Directors can be found RusHydro.ru and in the annex to the annual report of the number.

During the reporting year, the Board of Directors reviewed more than one hundred issues. Apart from operating performance, other matters included: convening the annual General Meeting of Shareholders, the execution of orders, the approval of interested party transactions, the development of a transparent purchasing management system and improvement in purchasing control efficiency, and issues relating to subsidiary governance. The Board of Directors made numerous important decisions concerning corporate development.

The consideration of matters on the approval and implementation of the business plan:

• the approval of the business plan of the Company for 2015, including PJSC RusHydro Investment programme for 2015;
• the intermediate results of the implementation of the Company’s Business plan in 2015, including actual information as of the first half of 2015 (including reports on the implementation of the Investment programme (including Generating Objects Complex Modernisation Programmes) and the Annual Complex Purchase Programme for the first half of 2015);
• the approval of the Company’s business plan for 2016 – 2020.

The consideration of matters on the election of governing bodies and the KPI system:

• the formation of the Committees of the Company’s Board of Directors;
• the formation of the governing bodies of PJSC RusHydro (the election of the Board Chairman (General Director);
• the approval of PJSC RusHydro’s KPIs list for 2016.

The consideration of matters on the development of the Far East:

• the priorities of the Company: the approval of the procedure for the transaction on the refinancing of the borrowings of PJSC RAO ES of East;
• the status of the implementation of the priority projects on the construction of four sites in the Far East (Yakutsk SDPP-2 (the 1st phase), Blagoveshchensk CHP (2nd stage), CHP in Sovetskaya Gavan, and Sakhalin SDPP-2 (the 1st turn)).

The consideration of matters on strategic activities:

• the approval of the Long-term Development Programme (LTDP) of PJSC RusHydro. The discussion of the LTDP by the Board of Directors was performed through joint attendance (minutes No. 212 dated 03/04/2015 and No. 218 dated 22/06/2015);
• the approval of the scheduled plan for the development of the RusHydro Development Strategy for the period until 2020 with a view to 2025 (minutes No.230 dated 25.12.2015).

The consideration of matters on risk management:

• the approval of a policy in the field of the internal control and risk management of PJSC RusHydro, according to the road map on the implementation of the provisions of the Corporate Management Code (minutes No.227 dated 16/11/2015).

4.2.3. The Committees of the Board of Directors

PJSC RusHydro’s Board of Directors has five committees attached to it for the purpose of the preliminary investigation of essential issues referred to the competence of the Board of Directors. The committees are as follows: the Investment Committee, the HR and Remuneration Committee, the Reliability, Energy efficiency and Innovations Committee.

The committees are staffed with highly trained and experienced specialists who improve the efficiency and quality of the Board of Directors’ functioning. The Committees’ quantitative composition is optimized to enable comprehensive discussion of issues under review, taking into account differing opinions. The Committees function based on the Policy on Committees attached to the Company’s Board of Directors.

The Strategy Committee

The Strategy Committee. Number of meetings, issues considered by committee and number of meetings held in the form of joint presence/by absentee voting.

The Strategy Committee develops recommendations for the Board of Directors concerning Company’s current development strategy.

Previous composition: A.A. Auzan, E.E.Gorev V.I.Danilov-Danilyan, A. B. Malyshev*, M. A. Mantrov, V.E.Mezhevich E.A.Olkhovich, V.V.Pivovarov, G.I. Rizhinashvili, M.V.Rusakov, A.L.Texler, A.N.Shishkin N.G.Shulginov.

Current composition: A.D. Avetisyan, A.A. Auzan*, I.A. Zadvornov, V.V.Mamin, V.V. Nikonov, M.V.Rusakov, E.A. Olkhovich, A. М. Osipov, G.I. Rizhinashvili, P.N.Snikkars, S.V.Shishin, A.N.Shishkin, N.G.Shulginov.

The strategy Committee in the field of the Company’s development strategy:

• recommended the BD to approve the Development Priorities Implementation Report of PJSC RusHydro for 2014 ;
• recommended the BD to approve the Development Strategy Scheduled Plan of RusHydro Group for the period until 2020 with a prospect until 2025;
• recommended the BD to take into consideration information on the course of the implementation of the Long-term Development Programme of RusHydro Group;
• recommended the management of PJSC RusHydro to submit proposals on the adjustment of the Long-term Development Programme of RusHydro Group in 2016 within scheduled updating.

The strategy Committee in the field of the Company’s priority activities:

• recommended the BD to examine information on the implementation of priority projects on the construction of four objects in the Far East (Yakutsk SDPP-2 (the 1st phase), Blagoveshchensk CHP (2nd stage), CHP in Sovetskaya Gavan, and Sakhalin SDPP-2 (the 1st phase));
• recommended the BD to examine information on the implementation of priority Group’s companies (13 issues);
• recommended the BD to approve the decision on the conclusion of Electricity Purchase and Free Bilateral Sales.

Contracts with guaranteeing suppliers operating within the regions of the Russian Federation included into the second price zone of the WEM.

The strategy Committee in the field of the Committee’s activity organisation:

• recommended the BD to examine the report of the Committee Chairman on the results of Committee activity in 2014-2015 corporate year;
• recommended the BD to elect the Committee Chairman;
• approved the Committee’s work plan for the 2nd half of 2015;
• appointed the Committee’s Vice-Chairman;
• considered the latest version of the resolution on the Strategy Committee;
• appointed the Committee’s Secretary;
• recommended the BD to examine the report of the Committee’s Chairman on the activity of the Committee in 2015;
• approved the Committee’s work plan for the first half of 2016.

The strategy Committee in the field of cooperation with the Company’s Management:

• issued instructions and developed recommendations on various matters of competence;
• considered the reports of the Company’s management on the execution of instructions.

Provision on the Strategy Committee.

A list of all issues reviewed at the meetings of the Committee is available in the Supplement to this Report and at the corporate website.

The Audit Committee. Number of meetings, issues considered by committee and number of meetings held in the form of joint presence/by absentee voting.

The Audit Committee

Provide the Board of Directors of control over financial and economic activities of the Company. Definition of tasks for the internal audit of the Company. Making recommendations on the selection of an independent auditor, as well as the order of interaction with the Audit Commission and the external auditor.

Previous composition: V.I. Danilov-Danilian, A.N. Shishkin, E.P. Volkov*.

Current composition: S.N. Ivanov, M.S. Bystrov, V.V. Pivovarov.

The Audit Committee recommended that the BD In the sphere of the internal audit:

• recommended the Board of Directors to approve the redrafted Policy on Internal Audit and the Regulation on the Audit Committee;
• approved the Annual scheduled plan of supervisory measures of internal audit for 2016 ;
• approved the reports on the implementation of the Annual scheduled plan of supervisory measures of internal audit;
• approved the Head of the Internal Audit Service.

The Audit Committee recommended that the BD In the sphere of risk management, internal control and corporate management:

• recommended the BD to adopt the Policy on internal control and risk management;
• approved the actions aimed at the development of the risk management system of PJSC RusHydro and the programme of development of internal control and risk management system of RusHydro Group;
• considered the plans of actions aimed at the elimination of identified deficiencies based on the results of field inspections of the RF Ministry of Energy;
• considered the Report of the Audit Committee of PJSC RusHydro based on audit results for 2014.

The Audit Committee recommended that the BD in the sphere of prevention of unethical practices of the Company’s employees and third parties:

• recommended the BD to approve the Anticorruption policy and the Policy of competitive interests management;
• approved the reports on the observance by PJSC RusHydro of the Russian legislation in the sphere of insider information misuse and market abuse prevention and of the Regulation on the insider information.

The Audit Committee recommended that the BD as part of the long-term development programme:

• recommended the BD to approve the Technical specifications for the inspection of the long-term development programme implementation by RusHydro Group in 2015-2017.

The Audit Committee recommended that the BD in the sphere of reporting control:

• preliminary сonsidered the statements of PJSC RusHydro prepared in accordance with RAS and IFRS;
• preliminary considered the Annual progress report of PJSC RusHydro for 2014 and suggested its presentation for approval by the Annual General Meeting of Shareholders.

The Audit Committee recommended that the BD in the sphere of interaction with external auditors:

• checked out the Plan of PvK Audit JSC on audits in RusHydro Group for 2015 and reports of PvK Audit JSC on the results of the financial statements audit in PJSC RusHydro prepared in accordance with Russian Accounting Standards, as well as the Report on review of the consolidated interim condensed financial information of RusHydro group prepared in accordance with IFRS.

The Audit Committee recommended that the BD in the sphere of the composition and the operation of the Committee:

• approved the Progress report of the Committee;
• appointed the Secretary of the Committee;
• agreed on the redrafted Regulations on the Committee;
• approved the Committee’s Work Plan for 2015-2016 corporate year.

Provision on the Audit Committee.

A list of all issues reviewed at the meetings of the Committee is available in the Supplement to this Report and at the corporate website.

The Human Resources and Remuneration Committee. Number of meetings, issues considered by committee and number of meetings held in the form of joint presence/by absentee voting.

The Human Resources and Remuneration Committee

Attracting qualified managers to manage the Company and to create the necessary incentives for their successful work. Development of principles and criteria for determining the remuneration and incentives of members of the Board of Directors, Chairman of the Board and Board members. Issuing recommendations (conclusions) to the Board of Directors on these matters.

Previous composition: V.I. Danilov-Danilian, A.N. Shishkin, E.P. Volkov.

Current composition: .N. Ivanov, V.V. Pivovarov, M.S. Bystrov.

Human Resources and Compensation Committee recommended that the BD regarding the activity of the Board of Directors:

• to check up the Report on the results of the remote evaluation of PJSC RusHydro BD performance for the 2014 corporate year and the plan of measures to improve the performance of the Board of Directors.

Human Resources and Compensation Committee recommended that the BD regarding the composition of the Management Board:

• to determine the number of members of the Management Board – 6 persons;
• to elect N.G. Shulginov as the sole executive body from 15.09.2015 and S.A. Kirov – as the Board Member;
• to agree on the positions overlapping by S.A. Kirov, D.I. Rizhinashvili and N.G. Shulginov, PJSC RusHydro Board Member;
• to terminate the powers of E.V. Dod, the sole executive body of the Company, on 14.09.2015 and M.A. Mantrov, the Board Member, on 08.10.2015.

Human Resources and Compensation Committee recommended that the BD other:

• to approve the redrafted Corporate Governance Code of PJSC RusHydro.

Human Resources and Compensation Committee recommended that the BD moreover, the Committee made decisions on the activities and members of the Committee:

• approved the progress report of the Committee over the period from 08.08.2014 to 31.05.2015;
• elected S. Lyazer as the Secretary of the Committee;
• elected S.N. Ivanov as the Deputy Chairman of the Committee.

Provision on the Human Resources and Remuneration Committee.

A list of all issues reviewed at the meetings of the Committee is available in the Supplement to this Report and at the corporate website.

The Investments Committee. Number of meetings, issues considered by committee and number of meetings held in the form of joint presence/by absentee voting.

The Investments Committee

Preliminary consideration of investment projects and programmes. Improvement and investment policy of the Company.

Previous composition: B.B. Bogush, A.E.Bugrov, M.S. Bystrov*, V.I.Danilov-Danilyan, V.M.Zimin, S.N. Ivanov, A.V.Ilyenko, L.V.Kalanda, S.A. Kirov, M.A. Mantrov, G.I.Rizhinashvili, P.N. Snikkars.

Current composition: A.D. Avetisyan, Dr. A.C. Berndt, A.E. Bugrov, M.S. Bystrov*, V.M. Zimin, L.V. Kalanda, S.A. Kirov, A.М. Osipov, M.A. Mantrov, D.V. Milyutin, A.Y. Podgorny, G.I. Rizhinashvili, P.N. Snikkars, V.V. Pivovarov

Investment Committee recommended that the BD on key performance indicators:

• to consider the key performance indicators of PJSC RusHydro.

Investment Committee recommended that the BD on the business plan:

• to consider the business plan of the Company for 2015-2019,
• to approve the programme of stock obligations of PJSC RusHydro,
• to consider the recommendations for the Annual General Meeting of Shareholders: on the distribution of profits and losses and the dividend payout (declaration) according to results of 2014 financial year,
• to consider the interim results of the Company’s business plan execution in 2015.

Investment Committee recommended that the BD on the activity and members of the Committee:

• to approve the progress report of the Investment Committee,
• to consider the candidacy of the Chairman of the Investment Committee,
• to adopt the Investment Committee’s work plan for 2015-2016.

Investment Committee recommended that the BD on the approval of transactions:

• to consider the recommendations on the approval of transactions of interest.

Investment Committee recommended that the BD on the insurance protection:

• to approve the Company’s Insurers for 2016,
• to approve the Insurance protection programme of PJSC RusHydro for 2016,
• to approve the Regulations on the organisation of insurance protection of PJSC RusHydro.

Investment Committee recommended that the BD other:

• to consider the optimisation and improvement of charitable contributions and sponsorship costs effectiveness.
• to consider the stand of PJSC RusHydro (PJSC RusHydro representatives) on the agenda issue of management bodies of Yakutskaya GRES-2 JSC.
• to consider the stand of PJSC RusHydro (PJSC RusHydro representatives) on the agenda issue of the General Meeting of Members.
• to approve the Regulations on the increase of the investment and the operating efficiency and on PJSC RusHydro costs cutting.

Investment Committee recommended that the BD moreover, the Committee made decisions on the activities and the members of the Committee:

• to elect M.S. Bystrov as the Chairman of the Investment Committee,
• to elect P.N. Snikkars as the Deputy Chairman of the Investment Committee,
• to elect Yu.A. Grigorieva as the Secretary of the Committee.

Provision on the Investment Committee.

A list of all issues reviewed at the meetings of the Committee is available in the Supplement to this Report and at the corporate website.

The Committee on reliability, energy efficiency and innovations. Number of meetings, issues considered by committee and number of meetings held in the form of joint presence/by absentee voting.

The Committee on reliability, energy efficiency and innovations

Preliminary consideration of the formation of technical policy, environmental policy, energy conservation and efficiency policies. Development of standards organisations in the sphere of technical regulation, long-term planning of hydropower development and energy on the basis of other renewable energy sources.

Previous composition: M.V. Bolgov, M.S. Bystrov, E.P. Volkov, V.V. Kudryavy, E.J. Milenski, S.A. Pavlushko, V.A. Pekhtin, G.I. Rizhinashvili, V.A. Tokarev, R.M. Khasiakhmetov, V.A. Shkatov.

Current composition: B.B. Bogush, M.V. Bolgov, K.V. Zavizenov, S.N. Ivanov, V.M. Kravchenko, V.V. Kudryavy, E.J. Milenski, V.A. Pekhtin, G.I. Rizhinashvili, V.A. Tokarev, S.N. Tolstoguzov, R.M. Khasiakhmetov, V.A. Shkatov.

Reliability, Energy Efficiency and Innovation Committee recommended the BD in the sphere of Innovation-Driven Growth:

• to consider the draft of basic provisions of the Innovation-Driven Growth Project of PJSC RusHydro taking into account the recommendations following the results of the audit;
• to approve the report on the implementation of the medium-term plan of the development of the Innovation-Driven Growth Project.

Reliability, Energy Efficiency and Innovation Committee recommended the BD other:

• to approve the redrafted environmental policy of PJSC RusHydro;
• to approve the Regulations on PJSC RusHydro production quality management.

Reliability, Energy Efficiency and Innovation Committee recommended the BD moreover, the Committee made decisions on the activities and the members of the Committee:

• elected V.V. Kudriavyi as the Chairman of the Committee;
• elected V.M. Kravchenko, the RF Energy Minister, the member of the Board of Directors of PJSC RusHydro, as the Deputy Chairman of the Committee;
• elected M.E. Lunazi, the Deputy Director of the Department of Production Process Development and Standardisation of PJSC RusHydro, as the Secretary of the Committee;
• approved the progress report of the Committee;
• approved the work plan of the Committee.

Provision on the Energy Efficiency, Reliability and Innovations Committee.

A list of all issues reviewed at the meetings of the Committee is available in the Supplement to this Report and at the corporate website.

Committee for Development of the Far Eastern Energy Sector

Development of proposals for energy development in the Far Eastern Federal District of the zone of responsibility of the Company and its subsidiaries. Preparation and submission of recommendations (conclusions) to the Board of Directors on the development of Far East Energy.

Current composition: I.A. Zadvornov, A.V. Kazachenkov, A.V. Korneychuk, V.M. Kravchenko, A.V. Molsky, V.V. Nikonov, A.M. Osipov, D.V. Pilenieks, S.N. Tolstoguzov, Yu.P. Trutnev*, V.V. Tupikin, A.O. Chekunkov, N.G. Shulginov.

There was no Committee meetings in 2015.

4.2.4. The Management Board and the Chairman of the Management Board, the Chief Executive Officer

The Management Board acts based on the Policy on the Management Board, being guided by the decisions of the General Meetings of Shareholders and of the Company’s Board of Directors.

The general management of the Company’s activities is performed by the Chairman of the Management Board, the Company’s Chief Executive Officer, Shulginov Nikolay Grigorievich, elected by the decision of the Board of Directors in 2015.

4.2.4.1. The composition and the attendance of members of the Board*

Management Board includes managers responsible for managing financial and economic activities, production activities, capital construction and engineering activities, innovations and strategy formation. Information about the terms of office of Board members in accordance with the employment contract are disclosed in Appendix No 18.

On the average, the attendance at Management Board meetings in 2014 amounts to 80% of all meetings. Shulginov Nikolay Grigorievich, the Chairman of the Board, took part in all meetings.

4.2.4.2. Report on the activities of the Management Board

In 2015, the Management Board conducted 66 meetings (14 meetings were conducted in presentia), with more than 554 issues reviewed, said issues being related to the Company’s current activities. Other activities included preliminary discussion for all strategically significant issues referred to the competence of the Board of Directors. The Management Board prepared reports on the fulfillment of the Key Performance Indicators, and the Company’s Business Plan.

The Management Board also approved the target values for the Key Performance Indicators of the Company’s subsidiaries and dependent companies. The Management Board reviewed reports on the achievement of said target values.

4.2.4.3. Members of the Management Board*

Nicholay Shulginov

Born in 1951. Education: Novocherkassk Red Banner of Labour Polytechnic Institute. Sergo Ordzhonikidze (Power supply of industrial enterprises and municipalities) & PhD in Technical Sciences.

Experience over the past 5 years and participated in the management bodies of other organisations:

2004-2015 – Deputy Chairman of the Board, First Deputy Chairman of the Management Board of OAO “UES SO”, From 2015 – Chairman of the Board – General Director of PJSC RusHydro. He is a member of the BoD PJSC “FGC UES”, a member of the Supervisory Board of NP “Scientific and Technical Council of the Unified Energy System”

Membership on the Management Board since 2015. Membership of the Strategy Committeeat the Board of Directors.

Does not own shares of the Company.

Boris Bogush

1952 year of birth. Education: Saratov Polytechnic Institute (Mechanical Engineer), Academy of National Economy under the Government of the Russian Federation (the company’s management development).

Born in 1952. Education: Saratov Polytechnic Institute (Mechanical Engineer), Academy of National Economy under the Government of the Russian Federation (the company’s management development).

Experience over the past 5 years and participated in the management bodies of other organisations:

Since 2009 – Managing Director, Head of Business Unit “Production”, First Deputy General Director of PJSC RusHydro – Chief Engineer PJSC RusHydro. He is a member of the BoD of “VolgaGidro”, a member of the Board of Trustees, Foundation “Awareness”, a member of the Supervisory Board of NP “Hydropower of Russia”.

Membership on the Management Board since 2010. Membership of the Reliability, Energy Efficiency and Innovation Committee at the Board of Directors.

Share of the Issuer’s ordinary shares – 0,004241 %.

Kazachenkov Andrey**

Born in 1980. Education: St. Petersburg State Engineering and Economic University (Economics and Management), University of Wisconsin (Madison, USA), (Master of Business Administration).

Experience over the past 5 years and participated in the management bodies of other organisations:

2009-2015 – Chairman’s Advisor, Deputy Chairman of Management Board, First Deputy Chairman of Management Board of JSC FGC UES. From 2016 – Member of the Management Board, First Deputy Director General of PJSC “RusHydro”. From 2016 – Member of the Board of Directors of PJSC RAO Energy Systems of the East.

Membership on the Management Board since 2016. Membership of the Committee for Development of the Far Eastern Energy Sector at the Board of Directors.

Does not own shares of the Company.

Sergey Kirov

Born in 1976. Education: Perm State Agricultural Academy. DN Pryanishnikova (economics and management of agricultural production), Regional interdisciplinary retraining center at Perm Technical University (Economics and Management).

Experience over the past 5 years and participated in the management bodies of other organisations:

2010-2014 – General Director of “RusHydro IT service”. Since 2010 – Director for Economy, Deputy General Director for Economy, Investment and procurement activities, First Deputy General Director of PJSC RusHydro. 2010 – 2014 – Member of the BoD of “RusHydro IT service”.

Membership on the Management Board since 2014. Membership of the Investment Committee at the Board of Directors.

Does not own shares of the Company.

George Rizhinashvili

Born in 1981. Education: Moscow State University. MV University (economics) Ph.D.

Experience over the past 5 years and participated in the management bodies of other organisations:

Since 2009 – Member of the Board, First Deputy General Director of PJSC RusHydro. 2010-2014 – Member of the Supervisory Board of NP “CESC UES”. He is a member of the Board of Trustees Foundation “Awareness”.

Membership on the Management Board since 2009. Membership of the Reliability, Energy Efficiency and Innovation, Strategy and Investment Committees at the Board of Directors.

Share of the Issuer’s ordinary shares – 0,014193 %.

4.3.
External and Internal Control