The Company’s corporate governance practices
A total of 174 corporate events were held in 2024, including:
- one General Meeting of Shareholders
- 38 meetings of the Board of Directors, with 99.8% attendance by Board members, up 0.1% p.p. year‑on‑year
- 82 meetings of the committees under the Board of Directors
- 53 meetings of the Management Board
In 2024, in accordance with Russian law, the annual General Meeting of Shareholders was held in the form of absentee voting, with shareholders being given the opportunity to vote by filling out electronic ballot forms on the official website of the registrar — IRC – R.O.S.T. JSC.
The management bodies of the Company made all the decisions that were required and sufficient to guarantee the Company’s present and strategic operations in a timely and complete manner. The endeavour involved active participation from all members of the Company’s governing bodies.
In the reporting year, the Company’s internal audit function conducted an assessment of corporate governance at the end of the 2023/2024 corporate year against its compliance with the laws of the Russian Federation, principles and recommendations of the Corporate Governance Code of the Bank of Russia, Listing Regulations of the Moscow Exchange and the best corporate practices. The assessment uses the Company’s methodology approved by Order No. 536‑od dated 19 July 2024 in accordance with Order No. 303 dated 8 July 2024 of Rosseti PJSC.
The purpose of the assessment is to provide the Company’s bodies with an independent review of the current state of the Company’s corporate governance system in comparison with the target state.
Following the results, the internal audit recognised the Company’s corporate governance as corresponding to the developed practice level; it also noted that the potential for improvement on a number of issues depends on the standing of the main shareholder, controlling persons and other external factors that the Company cannot have influence on.
The Board of Directors and its committees conducted a self‑assessment of their performance for the 2023/2024 corporate year during the reporting year, and they gave their work and organisation a relatively high rating (with a maximum score of 5 and an overall average score of 4.9, as in the previous corporate year).
In 2025, the Company will continue its efforts to ensure the effective functioning of the Company’s bodies and upgrade corporate governance based on an analysis of best practices in non‑public joint stock companies.
Component | Maximum score | For the 2023/2024 corporate year | For reference: compliance with the applicable criteria | ||
---|---|---|---|---|---|
score of the Company | compliance with the applicable criteria (%) | for 2022/2023 corporate year (%) | for 2021/2022 corporate year (%) | ||
Shareholders’ rights | 59 | 57 | 97 | 94 | 94 |
Board of Directors | 128 | 99 | 77 | 77 | 77 |
Executive management | 34 | 20 | 59 | 70 | 70 |
Transparency and disclosures | 128 | 112 | 88 | 88 | 88 |
Risk management, internal control and internal audit | 61 | 59 | 97 | 97 | 97 |
Corporate social responsibility, business ethics and compliance | 31 | 31 | 100 | 100 | 100 |
Total score | 441 | 378 | 86 | 86 | 86 |
