Performance of the Board of Directors
In 2024, a total of 38 Board meetings were conducted, three of those were in a mixed format (in person and absentia), and the rest — in absentia (by polling).
| Indicator | 2022 | 2023 | 2024 |
|---|---|---|---|
| Number of the Board meetings held | 44 | 38 | 38 |
| 3 | 4 | 3 |
| Number of issues discussed | 162 | 144 | 144 |
| 162 | 144 | 144 |
| Number of tasks given to the Company’s executive bodies | 34 | 20 | 45 |
| Average attendance of the Board meetings by the Board members (%) | 99.2 | 99.7 | 99.8 |
Structure of the issues considered by the Board of Directors in 2024 is consistent with its role in the governance of the Company.
Key decisions made by the Board of Directors of the Company in the reporting year
Company’s long‑term plans and programmes approved/endorsed
- Investment programme
- Updated Digital Transformation Programme
- KPIs and functional KPIs of the management staff and their target values
- Plan for the development of the production asset management system and resource plan for its implementation
Company’ annual and quarterly plans and programmes approved
- Business Plan
- Time‑phased‑action plan to reduce overdue receivables for electricity transmission services and to resolve disputes
- Non‑state pension scheme for employees
Priority business areas identified
- Ensuring reliable power supply to the venues:
- World Youth Festival
- Ministerial Conference of the Russia‑Africa Partnership Forum
Company’s internal documents approved
- Environmental Policy
- Standard for conducting public technological and price audits of investment projects
- Roadmap for the implementation of quality standards for consumer care
- Antitrust compliance policy
- Updated scheme of communication network development
- New edition of the Regulations on the Internal Audit Directorate
- Amendments to the Company Development Plan
Decision taken
- On the Company’s adherence to the amendments to the Uniform Procurement Standard of Rosseti PJSC (Procurement Regulations)
- On self‑assessment of the performance of the Board of Directors and its committees
Reports reviewed
- Report of the General Director on various aspects of the Company’s financial and business activities and the implementation of the Board’s resolutions
- Report of Committees of the Board of Directors on the work performed
Positions detemined
- Positions of representatives of the Company at general meeting of shareholders and on the Boards of Directors of the Company’s S&As
At meetings held in mixed format during the reporting year, the Board of Directors reviewed the reports:
- On the results of implementation of the business plan and investment programme
- On the progress on the higher‑priority investment projects
- On the implementation of the Company’s Development Plan
- On the Company’s use of financial support
| Full name | Members of the Board of Directors | Number of meetings attended by a Board member (from those they were able to attend) | |||||
|---|---|---|---|---|---|---|---|
| Board of Directors | Reliability Committee | Audit Committee | Strategy Committee | Personnel and Remuneration Committee | Grid Connection Committee | ||
| Daniil Krainskiy | First and second | 38 out of 38 | – | – | 19 out of 19 | – | – |
| Grigory Gladkovskiy | First and second | 38 out of 38 | – | – | – | – | – |
| Anna Zabortseva | First and second | 38 out of 38 | – | – | 19 out of 19 | – | ‑ |
| Alexander Kazakov | First and second | 38 out of 38 | – | 18 out of 18 | – | 15 out of 15 | – |
| Madina Kaloeva | First and second | 38 out of 38 | – | – | 19 out of 19 | – | – |
| Konstantin Kravchenko | First and second | 38 out of 38 | – | – | – | – | – |
| Mikhail Medvedev | First and second | 38 out of 38 | – | 18 out of 18 | 19 out of 19 | – | – |
| Alexey Molskiy | First and second | 38 out of 38 | – | – | – | – | 9 out of 9 |
| Vladimir Kharitonov | First and second | 36 out of 38 | – | – | – | – | – |
| Boris Ebzeev | First and second | 38 out of 38 | – | – | – | – | – |
| Dmitry Bakharev | First | 16 out of 16 | – | – | – | – | – |
| Natalia Paramonova | Second | 22 out of 22 | – | – | – | – | – |
Work plan for the second half of 2024 – first half of 2025 was approved by the decision of the Board of Directors dated 18 October 2024 (Minutes No. 574/2024 dated 18 October 2024). It covers the following focus areas:
- Strategic development of the Company
- Mid‑term and short‑term planning of the Company’s operations
- Workflow management of the Board of Directors
- Follow‑up on the resolutions of the Board of Directors and the General Meeting of Shareholders
The plan includes:
- Essential issues to be considered at the Board meetings
- Deadline for consideration of issues accurate to within a month
- Format of meetings (with the right to define the final format of the meeting by the Chairman of the Board of Directors, in accordance with para. 6.12 of the Regulations on the Board of Directors)
- List of people (Company’s executive bodies) responsible for the preparation of issues to be considered at the meetings of the Board of Directors
Performance appraisal of the Board of Directors
In the reporting year, the Board of Directors conducted a self‑assessment of its performance for the 2023–2024 corporate year, rating its work and its organisation quite highly, as it did for the previous corporate year.
| Sl. No. | Assessment criteria | Average score | Assessment statement |
|---|---|---|---|
| 1 | The Board performing key functions in the management of the Company:
| 5.0 | The track record of the Company’s Board of Directors is fairly highly rated by the majority of Board members. The Board of Directors is actively involved in the work of the executive bodies, assessing their work and shaping their incentive system. The Board of Directors utilises various tools to monitor the executive bodies, including regular management reports on various areas of activity |
| 2 | Safeguarding of assets | 4.9 | The practice of the Board of Directors in terms of ensuring competitive procurement and control over the implementation of the procurement policy is highly appreciated. The practice of the Board of Directors in terms of control over controlled organisations is sufficiently in line with the recommendations of the Corporate Governance Code and is also highly appreciated by the members of the Board of Directors. The Board of Directors’ expanded authority to analyse and approve material transactions gives it more control over the safeguarding of the Company’s assets |
| 3 | Composition and structure of the Board of Directors | 4.9 | In general, the main competencies required for effective operation are evenly distributed among the members of the Company’s Board of Directors. Members of the Board of Directors have expertise in accounting and corporate finance, strategic management, corporate governance, risk management, as well as in areas specific to the Company’s business. Independent directors are able to create their own opinions based on their professional qualifications, experience, and independence. They are also able to make fair and unbiased decisions without consulting the Company’s executive bodies, certain shareholder groups, or other stakeholders. |
| 4 | Organisation of the work of the Board of Directors, including:
| 4.9 | The practice of organising the work of the Board of Directors of the Company in terms of organisational, legal, information and infrastructure support, interaction of the Board of Directors with committees of the Board of Directors and the Company’s management is generally effective |
| 5 | Chairman of the Board of Directors:
| 5 | The Chairman of the Board of Directors of the Company ensures efficient operation of the Board of Directors and organisation of its meetings |