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Annual report 2006 JSC "TGC-1" |
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9. CORPORATE GOVERNANCE
COMMITTEES OF THE BOARD OF DIRECTORS
CORPORATE GOVERNANCE PRACTICE
The Board of Directors and the management team of JSC “TGC-1” manage the Company in strict compliance with the principles of Corporate Governance Code recommended by Federal Financial Markets Service of Russian Federation including the strict protection of shareholders’ and investors’ rights, transparency and availability of information.
Corporate Governance Principles
Fairness. TGC-1 undertakes to protect the rights of shareholders, and assure equal opportunity for all its shareholders.
Legal compliance. In its business, TGC-1 faithfully complies with the laws of the Russian Federation, as well as the generally accepted provisions of international law and international commitments of the Russian Federation.
Transparency. When TGC-1 discloses its information, its disclosures are not limited to what is required by Russian law; the Company will also disclose any additional information considered desirable in the interest of higher transparency.
Accountability. JSC “TGC-1” recognizes the rights of all its stakeholders constituted by law, and wishes to be partners with such entities, in order to jointly advance the Company and assure its financial stability.
The instruments underpinning the Company’s corporate governance system can be found on the Company’s website: www.tgc1.ru.
In 2006, the Company took the following steps to improve its corporate governance system and informational transparency:
- TGC-1 received top corporate governance ratings from Standard & Poor’s, the highest among Russian heat and electricity utilities: a Corporate Governance Score of 5.0 on the international scale, and CGS-5.3 on the Russian scale;
- Regular consultations with investment analysts and banks specializing in energy utilities to address issues of immediate concern for investors community;
- Implementation of regular financial reporting according to the International Financial Reporting Standards (IFRS). The Company prepared its 2006 financial statements according to IFRS.
ANNUAL GENERAL MEETING
According to the Art. 10 of TGC-1 Charter, the Company’s supreme management body is its Annual General Meeting (AGM). The convocation, preparation, conducts, and summing up procedures of AGMs are set forth within the Policy on Preparation and Conduct of TGC-1 AGM.
The latest AGM was held in St. Petersburg on May 31, 2006. The shareholders resolved to allocate RUR 250,000 thousand for dividends payment, ratified the 2005 annual financial statements, elected a new Board and internal auditors, and appointed PriceWaterhouseCoopers Audit the Company’s external auditor.
More information on the latest AGM of TGC-1 can be found on the Company’s website: www.tgc1.ru, Investors’ page.
BOARD OF DIRECTORS
The Board of Directors was elected on January 19, 2007.
1. Alexander Chikunov
Chairman
Born in 1963. Joined RAO “UES of Russia” in 2002 as Head of the Center for Energy Utility Reform Projects. Managing Director of Business Unit №1 since 2005.
2. Tapio Kuula
Deputy Chairman
Born in 1957. Graduated from Tampere Polytechnic University in 1980 with an Engineer’s Degree. President of Fortum Power and Heat Oy since 2000.
3. Dmitry Akhanov
Head of Strategy Department, Director of the Center for Reform Projects of the Center of Reform Management of JSC RAO “UES of Russia”
Born in 1975. Has two higher educations, graduated from economic and law faculties of Russian University of Nations Friendship. Since 2000 worked in NIKoil Investment and Banking Group, in 2002 he came to JSC RAO “UES of Russia”.
4. Irina Grave
Vice President, Head of St. Petersburg Office of Fortum Power and Heat Oy
Born in 1968. Graduated from St. Petersburg State University with a degree in Law, and with further degree in Financial Management. Worked for Salans, an international law firm. Headed the St. Petersburg Office of Fortum Power and Heat Oy in 2004.
5. Ilyas Zagretdinov
Deputy Managing Director, Executive Manager, Business Unit №1, RAO “UES of Russia”
Born in 1965. Graduated from the Moscow Institute of Energy in 1979. Since 2001 worked at the leading positions in the Department of General Inspection for Operation of Power Stations and Grids of RAO “UES of Russia”. In 2004 was appointed to the position of Deputy Managing Director of Business Unit №1.
6. Kari Kautinen
Vice President, St. Petersburg Office of Fortum Power and Heat Oy
Born in 1964. Graduated from the University of Helsinki, has the degree of Candidate Doctor of Law. Joined Fortum Power and Heat Oy in 2001.
7. Anton Klekovkin
Director of Investments, Interros Holdings
Born in 1973. Graduated from Bauman Technical University, Moscow, in 1995. Since 1999 — Deputy Director of “Renaissance Capital — Financial consultancy”. Joined Interros Holding in 2002.
8. Valery Rodin
General Director, TGC-1
Born in 1952. Graduated from Ural Polytechnic Institute. Valeriy Rodin was appointed General Director of Sverdlovenergo in 1994, and headed TGC-9 in 2005. Was appointed General Director of TGC-1 by its Board on September 18, 2006.
9. Maria Pichugina
Deputy Managing Director, Executive Manager, Business Unit №1, RAO “UES of Russia”
Born in 1980. Graduated from State University and the Higher School of Economics. Joined RAO
“UES of Russia” in 2002. In 2005 took the position of Deputy Managing Director of Business Unit №1.
10. Valentina Matvienko
Governor of St. Petersburg
Born in 1949. Has two higher educations. From 1998 was Deputy Prime Minister of Russia Appointed Envoy Plenipotentiary of the President of Russia in the North-West Federal District on March 19, 2003. On October 5, 2003 was elected Governor of St. Petersburg .
11. David Hern
Managing Director, Halcyon Advisors
Born in 1971. In 1993 graduated from Harvard University. Managed the Moscow Office of Brunswick Capital Management in 2000-2002. Since 2006 is the Managing Director of Halcyon Advisors.
According to Art. 15 of TGC-1 Charter, the Board of Directors administers general management of the Company, controls compliance with General Meeting resolutions, and assures the exercise of the lawful rights and interests of the Company’s shareholders as required by the laws of Russia. The work of Board and procedures of its meetings are governed by TGC-1 Bylaw on the Board of Directors. The full text of Bylaw on the Board of Directors can be found on the Company’s website: www.tgc1.ru. The Board consists of 11 Directors elected by General Shareholder Meeting. The Board of Directors held 30 meetings in 2006.
In accordance with the Bylaw on Emoluments to Members of the Board of TGC-1, members of the Board of Directors are remunerated for their work. In 2006, members of the Board of Directors received a total remuneration of RUR 6,228.8 thousand.
COMMITTEES OF THE BOARD OF DIRECTORS
The following committees of the Board of Directors are tasked with expediting the decision-making process for the BD:
- Committee for Business Strategy;
- Audit Committee;
- Committee for Human Resources and Payroll;
- Committee for Safety.
The committees held 19 meetings in 2006 to discuss various corporate, financial and business matters of TGC-1, placed on the agenda for Board of Directors meetings.
Audit Committee
The Audit Committee is tasked with drafting and issuing its recommendations or opinions to the Board of Directors on various aspects of auditing and reporting in the Company.
Committee for Business Strategy
The main lines of Committee’s activity are:
- Setting of priorities, strategic objectives and baseline principles for the Company’s strategic advancement;
- Improving the Company’s investor appeal and investment framework, facilitation for informed and sound investment decision-making;
- Policy decisions and improvements in the Company’s business planning and budgeting;
- Financial planning, credit and dividend policymaking;
- Follow-up control over the progress of the Company’s programs, projects and reform process;
- Compliance control for the Company’s approved business plan and budget;
- Evaluation of the Company’s performance.
Committee for Human Resources and Payroll
The mission of this Committee is to draft and issue its recommendations/opinions to the Board of Directors regarding BD activities relevant to human resources, social and employment policy.
Committee for Safety
The mission of this Committee is to draft and issue its recommendations/opinions to the Board of Directors regarding the following BD matters:
- Evaluation of investment propositions and plans for the repair of energy facilities, implementation analysis in terms of compliance with all-round safety requirements;
- Evaluation of troubleshooting operations after emergencies and major process malfunctions in terms of fullness and sufficiency, troubleshooting performance controls;
- Performance evaluation of the Company’s technical support services from the viewpoint of all-round safety of generating and distribution systems, equipment and installations, assurance of the proper operating condition of fixed assets, and timely reporting on any anticipated safety threats or malfunction risks;
- Quarterly reports to the Board regarding the condition of fixed assets at the Company’s energy facilities.
AUDITING COMMISSION
In accordance with Russian law and the TGC-1 Charter, financial transactions in the Company and the Company’s compliance with Russian laws and regulations are audited by Auditing Commission elected by an Annual General Meeting, and act on the strength of the Bylaw on Auditing Commission.
TGC-1 MANAGEMENT BOARD
The management is a corporate executive body of JSC “TGC-1” responsible for daily operation of the Company within the competence, determined by Art. 22 of the Articles of Association of TGC-1.
The Regulations on the TGC-1 management is approved by the General Meeting of TGC-1 Shareholders (Minutes No. 2 of July 11, 2005).
The full text of the Regulations is provided on the Company’s web-site www.tgc1.ru.
The Company Management is elected by TGC-1 Board of Directors to the number of 12.
1. Valery Rodin
General Director
Was born in 1952 in the town of Serov in Sverdlov Region. In 1974 graduated from the Ural Polytechnic Institute majoring in “Heat power plants”. Upon graduation worked at the Iriklinskaya GRES REU “Orenburgenergo”, where made his way from a skilled worker to a chief engineer. Since 1994 worked in JSC “Sverdlovenergo”, in 2005 was appointed General Director of JSC “TGC-9”. From the 18th of September, 2006 is the head of JSC “TGC-1”.
2. Sergey Laputko
First Deputy General Director for Engineering Policy, Chief Engineer
Was born in 1948 in Moscow. Graduated from the Leningrad Technology Institute of the Pulp and Paper Industry majoring in “Industrial heat-and-power engineering”. Embarked upon a career as a machinist,
in 1998 was appointed director of CHPP-5 of JSC “Lenenergo”. Since 2000 — Chief Engineer of JSC “Lenenergo”. In October of 2005 transferred to JSC “TGC-1”.
3. Dmitry Kirin
First Deputy General Director for Commercial and General Matters
Was born in 1966 in Leningrad. Graduated from the Leningrad Zhdanov State University majoring in “Applied Mathematics”. Worked in executive positions in construction firms of Saint-Petersburg. In 1999 transferred to JSC “Lenenergo” as First Deputy General Director. Since the 1st of October,
2005 — First Deputy General Director of JSC “TGC-1”.
4. Alexander Ivannikov
Deputy General Director for Economy and Finance
Was born in 1966 in the town of Novomoskovsk in the Dnepropetrovsk Region. Graduated from the Saint-Petersburg A.S. Popov Naval School of radio electronics majoring in “Electronic Engineer”. Has a Doctor of Philosophy degree in economic sciences. Worked in executive positions in commercial companies of Saint-Petersburg. Since 2001 held positions of Investment Policy Chief, First Deputy Chairman of the Committee for economic development, industrial policy and trade of the Government of Saint Petersburg. Since December 2006 — Deputy General Director for economy and finance of JSC “TGC-1”.
5. Raisa Stanishevskaya
Chief Accountant
Was born in 1959 in Leningrad. Graduated from the Leningrad Institute of Soviet Trade. Made her way from a leading specialist to a deputy chief accountant of JSC “Lenenergo”. Since the 1st of October, 2005 — Chief Accountant of JSC “TGC-1”.
6. Andrey Filippov
Deputy General Director for Investment and Capital Construction
Was born in 1959 in Leningrad. In 1981 graduated from the Leningrad Lenin Higher Naval Engineering
School majoring in “Military Power Mechanical Engineer”. Started his career as a machinist of steam turbines, from 1999 to 2005 worked in executive positions in JSC “Lenenergo”. Transferred to JSC “TGC-1” on the 1st of October, 2005 to a position of Director of the “Nevsky” Branch. In January 2007 was appointed Deputy General Director for Investment and Capital Construction of JSC “TGC-1”.
7. Alexander Lurie
Deputy General Director, Director of the Equity Accounting Department
Was born in 1963 in Leningrad. Graduated from the Saint-Petersburg State University majoring in “Jurisprudence”. Since September 2001 till his transfer to JSC “TGC-1” held a position of Deputy General Director of JSC “Lenenergo”. At present supervises property matters of JSC “TGC-1”.
8. Alexander Piskarev
Deputy General Director for Legal Issues and Human Resources
Was born in 1963 in the village of Borovlyanka in the Altai Region. Graduated from the Omsk State University majoring in “Law”. Since 1999 — Deputy General Director for legal matters
of JSC “Lenenergo”. In 2005 transferred to a position of Deputy General Director on legal matters of JSC “TGC-1”.
9. Alexander Stolyarov
Deputy General Director for Sales
Was born in 1975 in Leningrad. Graduated from the Saint-Petersburg State University majoring in “Jurisprudence”. Has a Master of Laws degree. In 1999 transferred to JSC “Lenenergo” as Head of the Legal Department, Deputy Director on legal matters of power sales. From 2005 to 2006 was the head of JSC “Energosbyt”. On the 1st of January, 2007 transferred to a position of Deputy General Director in charge of sales of JSC “TGC-1”.
10. Dmitry Flerov
Deputy General Director, Director of the Nevsky Branch
Was born in 1967 in the town of Karachaev in the Bryansk Region. Graduated from the Saint- Petersburg State Technical University. Worked as Director of power sales of JSC “Kolenergo”, since 2001 worked as Deputy General Director of JSC “Lenenergo”, in 2006 transferred to JSC “TGC-1”.
11. Valery Belov
Director of the Karelsky Branch
Was born in 1972 in Kondopoga, Republic of Karelia. Graduated from the Saint-Petersburg Technical Institute majoring in “Electric Power Stations”. Worked in JSC “Karelenergo” as deputy chief engineer, later on held positions of First Deputy General Director, chief engineer
of JSC “Karelenergogeneratsiya”. In 2005 was appointed Director of the Karelsky Branch
of JSC “TGC-1”.
12. Alexander Antipov
Director of the Kolsky Branch
Was born in 1953 in the village of Murmashi of Murmansk Region. Graduated from the Leningrad Polytechnic Institute majoring in “Hydraulic structures”. Since 1993 worked as head of the hydraulic engineering service, First Deputy Chief Engineer in charge of production planning and operations of JSC “Kolenergosbyt”. Since 2004 — Chief Engineer of JSC “Kolenergosbyt”. In 2005 was appointed Director of the Kolsky Branch of JSC “TGC-1”.
