In 2010 there were four committees attached to the Board of Directors:
Operations for all these committees are governed by respective Regulations on the Committees outlining the composition, competencies, work procedure and rights and responsibilities of the Committees’ members.
The Committee’s functions include considering and developing recommendations for the Board of Directors on questions related to the development of the UES of Russia.
| Alexey Makarov | Chairman , Member of the Board of Directors of Federal Grid Company, Director of RAS’ Energy Research Institute |
|---|---|
| Nikolay Shulginov | First Deputy Chairman of the Management Board of SO UES |
| Roman Berdnikov | Deputy Chairman of the Company’s Management Board |
| Alexander Bobrov | First Deputy Chairman of the Company’s Management Board |
| Anatoly Dyakov | President of the Not-for-Profit Partnership Scientific and Technical Council of UES |
| Igor Kozhukhovsky | Director General of APBE |
| Victor Kudryavy | Advisor to the President of Eurocement Group |
| Yuri Lipatov | Chairman of the Power Energy Committee of the State Duma of the Russian Federation |
| Valentin Mezhevich | First Deputy Chairman of the Commission on Natural Monopolies for the Federation Council of the Russian Federal Duma |
| Vladimir Sitnikov | General Director of Institute Energosetproekt |
| Vladimir Fortov | Member of the Presidium of the RAS |
| Oleg Dunin | Deputy Director of the Department of Electric Power Industry Development at the Russian Ministry of Energy |
The Committee’s 2010 operations
In 2010 the Committee held five meetings, of these three were conducted in the presence of shareholders. The meetings approved the following recommendations of the Board of Directors:
The Committee’s functions include considering and developing recommendations for the Board of Directors on questions related to the corporate investment policy and informing the Board of Directors about risks associated with investment activities.
The Committee’s 2010 operations
In 2010 the Committee held ten meetings, of this number four were held in the presence of shareholders. The meetings approved the following recommendations for the Board of Directors:
| Andrey Malyshev | Chairman, Member of the Company's Board of Directors, Deputy CEO of the Russian State Nanotechnologies Corporation |
|---|---|
| Alexander Ilyenko | Director of the UES Asset Management for SO UES |
| Roman Berdnikov | Deputy Chairman of the Company’s Management Board |
| Alexander Bobrov | First Deputy Chairman of the Company’s Management Board |
| Vladimir Mayorov | General Director of ECMC UES |
| Victor Lebedev | Deputy Department Head at the Russian Ministry of Economic Development |
| Alexey Makarov | Member of the Company’s Board of Directors, Director of the Energy Research Institute of the RAS |
| Vasily Nikonov | Director of the Department of Electric Power Industry Development for the Russian Ministry of Energy |
| Vladimir Fortov | Member of the Presidium of the Russian Academy of Sciences |
| Yuri Soloviev | Member of the Company’s Board of Directors, President of VTB Capital |
| Igor Khvalin | Member of the Company’s Board of Directors, General Director of Volga Engineering Group |
| Sergey Serebryannikov | Rector of the State Educational Institute of Higher Professional Education MPEI (TU) |
| Maria Tikhonova | Director of the Department of Economic Regulation and Property Relations in the Fuel and Energy Complex of the Russian Ministry of Energy |
The Committee’s functions include developing recommendations for the Board of Directors on selecting an independent audit company and on improving the Company’s reporting systems and internal control.
The Committee’s 2010 operations
In 2010 the Committee held six meetings, of this number two were held in the presence of shareholders. Among other decisions, the meetings approved 2011 Insurance Coverage Program and the Regulations on Liability Insurance for members of the Board of Directors, members of the Management Board, the Chief Accountant and officers.
| Rashid Sharipov | Chairman, Member of the Company's Board of Directors, Deputy General Director of KFK-Consult |
|---|---|
| Igor Khvalin | Member of the Company's Board of Directors, General Director of Volga Engineering Group» |
| Ernesto Ferlenghi | Member of the Company's Board of Directors, Head of the Representative Office of Eni Russia and the CIS |
The Committee’s functions include developing recommendations for the Board of Directors on aspects of the remuneration system and cash incentives for top corporate executives and the Internal Audit Commission, and defining candidate selection criteria for the Company’s management bodies.
The Committee’s 2010 operations
In 2010 the HR and Remuneration Committee held four meetings, of this number three were held in the presence of shareholders and one was held in absentia. The following decisions were made at these meetings:
| Dmitry Ponomarev | Chairman, Member of the Company's Board of Directors, Chairman of the Management Board of the Market Council |
|---|---|
| Yuri Soloviev | Member of the Company's Board of Directors, President of VTB Capital |
| Rashid Sharipov | Member of the Company's Board of Directors, Deputy General Director of KFK-Consult |
| Board of Directors | Audit Committee | Strategy Committee | HR and Remuneration Committee | Investment Committee | |||
|---|---|---|---|---|---|---|---|
| Name | Executive | Independent * | Participation in meetings ** | ||||
| Boris Ayuyev | No | 27/27 | - | 2/5 | - | 5/5 | |
| Oleg Budargin |
Yes | 13/13 | - | - | - | - | |
| Evgeny Dod2 | No | X | 10/14 | - | - | - | - |
| Mikhail Kurbatov2 | No | 5/14 | - | - | - | - | |
| Georgy Kutovoy1 | No | 9/13 | - | - | - | - | |
| Alexey Makarov | No | 20/27 | - | 5/5 | - | 4/5 | |
| Andrey Malyshev | No | 26/27 | - | 1/5 | - | 10/10 | |
| Sergey Maslov2 | No | 14/14 | - | - | - | 5/5 | |
| Dmitry Ponomarev | No | 25/27 | - | - | 4/4 | 2/5 | |
| Yuri Solovyev1 | No | Ő | 13/13 | 0/2 | - | 2/2 | 4/5 |
| Vladimir Tatsiy2 | No | Ő | 14/14 | 3/6 | - | 2/2 | 5/5 |
| Rashid Sharipov | No | Ő | 20/27 | 6/6 | - | 4/4 | - |
| Sergey Shmatko÷ | No | 27/27 | - | - | - | - | |
| Igor Khvalin1 | No | Ő | 13/13 | 1/1 | - | - | 4/5 |
| Ernesto Ferlenghi | No | Ő | 25/27 | 4/6 | - | - | - |
1Was not a member of the Board of Directors prior to the AGM
2Was a member of the Board of Directors only prior to the AGM
*It is advised that members of the Board of Directors meet the following requirements to be deemed independent:
(1)During the last three years were not and are not officers (managers) or employees of the Company or officers or employees of the Company’s management organization;
(2)Are not officers of another company in which any of the Company’s o? cers are a member of the HR and Remuneration Committee
(3)Are not affiliated persons to an officer (manager) of the Company (or an officer of the Company’s management organization)
(4)Are not affiliated persons of the Company or affiliated persons of said affiliated persons
(5)Are not involved in obligations with the Company that enable them to acquire property (obtain monetary funds), the cost of which is equal to 10 and more percent of the total annual income of said persons, other than for director compensation;
(6)Are not a large contractor for the Company (a contractor that has the total number of deals with the Company throughout the year exceeding 10 and more percent of the balance sheet value of the Company’s assets);
(7)Are not representatives of the state
An independent director who has served on the Company’s Management Board for a period of seven years can no longer be viewed as independent (RussianFCSM's Resolution “On Recommendations on the Use of the Corporate Governance Code” No. 421/r dated 04.04.2002 (together with the Corporate Governance Code dated 05.04.2002)
**The first figure shows the number of meetings that the member of the Board of Directors participated in and the second one shows the number of meetings which he/she could potentially have participated in (likewise for Committees).