Organization and Principles of Corporate Governance
Information about the organization and the general principles of corporate governance applied by the Company:
The corporate governance of RusHydro Group is aimed at creating and maintaining trust-based relations between the Company and investors, protecting the rights and interests of shareholders, and increasing stock value. The corporate governance system was established pursuant to the requirements of the laws and the contemporary practices of major Russian and foreign companies.
The principles and procedures of the Group's corporate governance are fixed in the Articles of Association and internal regulations of the Company. The Corporate Governance Code of PJSC RusHydro, approved by the Board of Directors on June 19, 2015 (with amendments approved by resolutions of the Board of Directors of PJSC RusHydro, Minutes No. 239 of June 23, 2016, and No. 263 of December 28, 2017), is the principal document in this area.
The corporate governance system is based on the following principles:
The Company continues to implement the Code's rules by bringing internal regulations into conformity with it and applying its rules in day-to-day operations.
Corporate governance in the Company is performed pursuant to:
Chart of the corporate governance of RusHydro Group
The General Meeting of Shareholders is the supreme management body of the Company, the competence of which is defined by Federal Law No. 208-FZ of December 26, 1995 "On Joint-Stock Companies" and the Articles of Association of RusHydro.
Board of Directors
The Board of Directors acts on the basis of the Regulation on the Procedure for Convening and Holding Meetings of RusHydro's Board of Directors. Pursuant to the Articles of Association, the Board of Directors consists of 13 members.
The main task of the Board of Directors of PJSC RusHydro is strategic management. Other tasks of the Board of Directors are corporate governance, investment and business planning, efficiency management, innovative development, risk management, audit and control, issues of robust functioning of facilities, and sustainable development, including social policy, charity and ecological aspects.
Committees of the Board of Directors
There are six committees of the Board of Directors of PJSC RusHydro: the Strategy Committee, the Audit Committee, the investments Committee, the HR and Remunerations (Nominations) Committee, the Reliability, Energy Efficiency and Innovations Committee and the Far East Energy Development Committee. The Committees consist of persons having skills and knowledge in the respective areas, which improves the effectiveness and the quality of the work of the Board of Directors. The Committees act on the basis of the Regulations on Committees of the Board of Directors. Pursuant to the best practice of corporate governance, only those members of the Board of Directors who are independent directors can be elected to the Audit Committee and the HR and Remunerations Committee.
The Management Board acts on the basis of the Regulation on the Management Board, guided by resolutions of the General Meeting of Shareholders and the Board of Directors of the Company. The Management Board consists of executives responsible for managing financial and economic activities, production activities, innovations and strategy. The overall management of the Company is performed by Chairman of the Management Board and General Director N. G. Shulginov, elected by resolution of the Board of Directors in 2015.
Management of controlled companies
RusHydro (including through controlled companies) participates in the authorized capital of companies that engage in the production and sales of electricity and heat; design, construction, repairs and maintenance, technical reconstruction and modernization of energy facilities; and other types of activities.
The interaction of the Company with controlled companies is aimed at implementing the strategy, ensuring sustainable economic development and investment attractiveness, and protecting the rights and interests of shareholders of the Company and its controlled companies.
The Company manages controlled companies through its delegates at the general meetings of shareholders/members, boards of directors and oversight bodies of controlled companies pursuant to the Articles of Association and the Regulation on forming instructions to delegates of RusHydro on the agenda items of meetings of the management bodies of companies with the participation (indirect participation) of PJSC RusHydro.
Making decisions on the management of controlled companies 100% of whose authorized capital is owned by the Company falls within the competence of the Management Board. Determining the Company's position regarding the most significant matters in the activities of controlled companies (reorganization, liquidation, changes in the authorized capital, approval of major transactions, participation of controlled companies in other organizations) falls within the competence of the Board of Directors. Making other significant decisions on matters related to the activities of controlled companies falls within the competence of the executive bodies of the Company. The Company's position on some matters related to controlled companies (approval (adjustment) of KPIs, participation of controlled companies in other organizations, etc.) is determined by the Management Board of the Company.
To improve the quality and transparency of corporate governance with respect to controlled companies, in 2018 amendments were introduced to the internal regulations of the Company, making it possible to provide the members of the Board of Directors of RusHydro with access to documents of controlled companies, and, at meetings in praesentia, matters related to essential aspects of their activities were considered.
Shares / ADR