Pursuant to item 9.1 of article 9 of jsc lenenergo charter management bodies of the company are general shareholder meeting, board of directors, management board (collegiate executive body), and director general (sole executive body). activities of the corporate governance bodies are supervised by audit commission, committee on audit, department
of internal audit and risk management, and external auditors of the company.
General Shareholder Meeting
General Shareholder Meeting is a supreme management body of JSC Lenenergo. The competence of the General Shareholder Meeting is set forth by the Federal Law «About joint stock companies» # 208-FZ of 26.12.1995 and the Company Charter.
In 2013 the Annual general shareholder meeting of JSC Lenenergo was held on June 20 (Minutes # 1/2013 of 21.06.2013). Proposals of shareholders on introducing of issues into the agenda of the Annual general shareholder meeting of the Company and on promotion of candidates for governing and control bodies of the Company were considered by the Board of Directors in the terms established by the current legislation of the Russian Federation and the Company’s charter (decision of the Board of Directors of 06.03.2013, Minutes # 24 of 11.03.2013).
The following issues were considered at the Annual general shareholder meeting of JSC Lenenergo on 20.06.2013:
about approval of the annual report, the annual accounting reporting of the Company, and about profit and losses distribution (including about payment of dividends) of the Company by results of 2012;
about election of members of the Company’s Board of Directors;
about election of members of the Company’s Audit Commission;
about approval of the Company’s auditor;
about increase in the Company’s authorized capital by placement of additional shares.
General shareholder meeting was held pursuant to requirements of the current legislation of the Russian Federation, provisions of regulatory legal acts of FFMS of Russia with establish additional requirements to the procedure of carrying out General Shareholder Meeting, by the Company’s charter and the Regulations on the procedure of preparation and carrying out General Shareholder Meeting of JSC Lenenergo.
The results of voting on all agenda issues of the meeting were announced at the meeting after summing up its results in accordance with the provisions of Article 62 of the Federal Law “About joint stock companies”.
In accordance with the regulatory documents, each shareholder is entitled:
to participate personally or through representatives in General Shareholder Meeting with a right to vote on all issues within its competence;
to introduce proposals to the agenda of the General meeting in the order stipulated by the current legislation of the Russian Federation and the Charter;
to receive information on the Company’s activity and get acquainted with documents according to article 91 of the Federal Law “About joint stock companies”;
to receive dividends declared by the Company;
to primary acquisition of additional shares placed by an public offering and issue-grade securities converted into shares in the quantity proportional to the number of shares of this category (type) belonging to them;
to receive a part of its property in case of liquidation of the Company;
to exercise other rights provided by the legislation of the Russian Federation.
Shareholder(s) owning at least 2% of voting shares of the Company is entitled to bring issues in the agenda of the Annual general shareholder meeting and to nominate candidates for the Board of Directors, Audit commission and the candidate for the position of a sole executive body of the Company. Introducing proposals to the agenda of the Annual general shareholder meeting should arrive in the Company not later than in 90 days after December 31 of previous year.
Shareholders (shareholder) owning at least 10% of voting shares may require to convene an Extraordinary general shareholder meeting.
Board of Directors
The Board of Directors performs general management of the Company and supervises execution of the decisions of the General Shareholders Meeting of JSC Lenenergo pursuant to the legislation of the Russian Federation.
The main goals and tasks of the Board of Directors are as follows:
definition of priorities and development strategy of the Company;
implementation and protection of the rights and legitimate interests of shareholders, and settlement of corporate conflicts;
ensuring completeness, reliability and objectivity of the information disclosure by the Company for shareholders and other stakeholders;
creation of effective internal control mechanisms;
regular assessment of activity of the Company’s executive bodies and management work.
Members of the Board of Directors are guided by the following principles in their work:
decision-making on the basis of reliable information about the Company’s activity;
elimination of restrictions of the shareholders’ rights to participate in managing the Company, receive dividends and information about the Company;
achieving a balance of interests of various groups of shareholders and acceptance by the Board of Directors of the most objective decisions in the interests of all shareholders of the Company.
The issues referred to the competence of the Board of Directors of the Company are determined by the Federal Law “About joint stock companies” of 26.12.1995 # 208-FZ and the Company’s Charter and may not be delegated to the executive body of the Company.
Pursuant to item 16.1 of Art. 16 of the Charter of JSC Lenenergo, the Board of Directors is elected in the number of thirteen (13) members. Members of the Board of Directors are elected by cumulative voting.
Place of work and positions are specified at the moment of election.In 2013 the Board of Directors of JSC Lenenergo conducted its activities in the following composition
:
From 01.01.2013 up to 20.06.2013
From 20.06.2013 up to 31.12.2013
#
Full name
Work place
#
Full name
Work place
Chairperson of the Board of Directors
1
Murov Andrey Evgenyevich
First Vice-Chairperson of the Management Board of JSC FGC UES, Executive Director of JSC Rosseti (previous name – JSC IDGC Holding)
1
Kazachenkov Andrey Valentinovich
Member of the Management Board, First Vice-Chairperson of the Management Board of JSC FGC UES
Vice-Chairperson of the Board of Directors
2
Kazachenkov Andrey Valentinovich
Member of the Management Board, First Vice-Chairperson of the Management Board of JSC FGC UES
2
Lebedev Sergey Yuryevich
Director for economic forecasting –Head of Department of economic forecasting of JSC FGC UES
Members of the Board of Directors
3
Ageev Valery Valentinovich
Director General of JSC FGC UES branch MEN of Northwest
3
Ageev Valery Valentinovich
Director General of JSC FGC UES branch MEN of Northwest
4
Boltenkov Ivan Aleksandrovich
First Vice-Chairperson of the Committee on tariffs of St. Petersburg
4
Akhrimenko Dmitry Olegovich
First Deputy Head of Department of corporate governance and interaction with shareholders of JSC Rosseti
5
Bondarchuk Andrey Sergeyevich
Vice-Chairperson of the Committee on tariffs and price policy of the Leningrad Region
5
Boltenkov Ivan Aleksandrovich
First Vice-Chairperson of the Committee on tariffs of St. Petersburg
6
Goncharov Valery Anatolyevich
Vice-Chairperson of the Management Board of JSC FGC UES, Deputy Executive Director on investment activity of JSC Rosseti (previous name – JSC IDGC Holding)
6
Vasilyev Sergey Vyacheslavovich
Director of Department of power industry development of the Ministry of Power Industry of Russia
7
Demidov Alexey Vladimirovich
Member of the Management Board, Deputy Executive Director on economy and finance of JSC Rosseti (previous name – JSC IDGC Holding)
7
Voronin Alexey Yuryevich
Deputy Head of Department of tariff setting of JSC Rosseti
8
Remes Seppo Juha
Director General of LLC Kiuru
8
Komarov Valentin Mikhaylovich
Head of Department of perspective development and technological connection of JSC Rosseti
9
Rozova Evgenia Evgenyevna
Vice-Chairperson of the Committee on power and engineering support of the Government of St. Petersburg
9
Magadeev Ruslan Raisovich
head of the department of operative and technological management of JSC Rosseti
10
Sizov Andrey Andreyevich
Vice-Chairperson of the Committee on power and engineering support of the Government of St. Petersburg
10
Rozova Evgenia Evgenyevna
Vice-Chairperson of the Committee on power and engineering support
11
Sorochinskiy Andrey Valentinovich
Director General of JSC Lenenergo
11
Sinkin Dmitry Borisovich
First Vice-Chairperson of the Committee on power and engineering support
12
Tikhonova Maria Gennadyevna
Independent director
12
Sorochinskiy Andrey Valentinovich
Director General of JSC Lenenergo
13
Fedorov Dmitry Sergeyevich
Director for investments of Infrastructure Capital, Limited Liability Company
13
Umanets Natalia Anatolyevna
Head of Department of legal support of JSC Rosseti
Representation of interests of shareholders in JSC Lenenergo Board of Directors
By the decision of the Board of Directors of 17.07.2013 (Minutes # 1 of 18.07.2013):
Kazachenkov Andrey Valentinovich, Member of the Management Board, First Vice-Chairperson of the Management Board of JSC FGC UES, was elected the Chairperson of the Board of Directors of JSC Lenenergo;
Lebedev Sergey Yuryevich, Director of Department of strategic development of JSC Rosseti, was elected the Vice-Chairperson of the Board of Directors of JSC Lenenergo.
Smolnikov Andrey Sergeyevich, Head of Department of corporate governance and interaction with shareholders of JSC Lenenergo, was elected the Corporate Secretary of JSC Lenenergo.
The current members of the Board of Directors of JSC Lenenergo were elected by the Annual general meeting of shareholders on 20.06.2013.
Structure of the Board of Directors
Kazachenkov Andrey Valentinovich
Chairperson of the Board of Directors
Year of birth: 1980
Education: St. Petersburg State Engineering and Economic University, economist-manager, 2002; Business school of university of Wisconsin Madison, MVA, 2004.
2012 up to 17.03.2014: Member of the Board of Directors of JSC Lenenergo.
2012 up to now: Member of the Management Board, First Vice-Chairperson of the Management Board of JSC FGC UES.
2009–2012: Advisor of the Chairperson of the Management Board; Vice-Chairperson of the Management Board of JSC FGC UES.
2007–2009: Head of Department of corporate finance of JSC First Generation Company of Wholesale Electricity Marketing.
Lebedev Sergey Yuryevich
Vice-Chairperson of the Board of Directors, Chairperson of the Committee on strategy and development, Chairperson of the Committee on audit
Year of birth: 1967
Education: Moscow State University named after M.V. Lomonosov, finance and credit, Master of economy, 1999.
2013 up to now: Member of the Board of Directors of JSC Lenenergo.
2013 up to now: Director of Department of strategic development of JSC Rosseti.
2003–2013: Director for economic forecasting –Head of Department of economic forecasting of JSC FGC UES.
Ageev Valery Valentinovich
Member of the Board of Directors, member of the Committee on audit
Year of birth: 1966
Education: Northwest Correspondence Polytechnic Institute, industrial electronics, 1998.
2012 up to 17.03.2014: Member of the Board of Directors of JSC Lenenergo.
2006 up to now: Director General of JSC FGC UES branch MEN of Northwest.
Akhrimenko Dmitry Olegovich
Member of the Board of Directors
Year of birth: 1977
Education: Kiev National Economic University, jurisprudence, 1998; Russian Legal Academy of the Russian Federation, law, 2000; Diplomatic academy of the Ministry of Foreign Affairs of the Russian Federation, international relations, 2002.
2013 up to now:Head of project group on optimization of the ownership structure of the group JSC OMZ.
2013 up to 17.03.2014: Member of the Board of Directors of JSC Lenenergo.
2008–2013: First Deputy Head of Department of corporate governance and interaction with shareholders of JSC Rosseti.
Boltenkov Ivan Aleksandrovich
Member of the Board of Directors, Chairperson of the Committee on technological connection to electric networks, member of the Committee on strategy and development
Year of birth: 1978
Education: St. Petersburg State Mining Institute named after G.V. Plekhanov (Technical University), 2000, PhD in Economics.
2012 up to 17.03.2014: Member of the Board of Directors of JSC Lenenergo.
2009 up to now: First Vice-Chairperson of the Committee on tariffs of St. Petersburg.
2007–2009: First Deputy Director General, Financial director of LLC Northern Company.
Vasilyev Sergey Vyacheslavovich
Member of the Board of Directors
Year of birth: 1975
Education: Moscow State University named after Lomonosov, law; State University – Higher School of Economics, financial management.
2013 up to 17.03.2014: Member of the Board of Directors of JSC Lenenergo.
2012–2013: Director of Department of power industry development of the Ministry of Power Industry of the Russian Federation.
2008–2012: Member of the Management Board, Director for legal affairs of JSC IDGC Holding (new name – JSC Rosseti).
Voronin Alexey Yuryevich
Member of the Board of Directors
Year of birth: 1980
Education: State University of Management, management in power industry, manager, 2002.
2013 up to 17.03.2014: Member of the Board of Directors of JSC Lenenergo.
2008–2013: Deputy Head of Department of JSC IDGC Holding (new name – JSC Rosseti).
Komarov Valentin Mikhaylovich
Member of the Board of Directors
Year of birth: 1973
Education: Moscow Power Institute, electrical engineer, 1996; Moscow University of Economy, Statistics and Informatics, manager, 1999.
2013 up to now: Member of the Board of Directors of JSC Lenenergo.
2013 up to now: Deputy Head of Department of special projects organization of JSC Rosseti.
2008–2013: Deputy Chief of Department of perspective development and technological connection of JSC IDGC Holding (new name – JSC Rosseti).
Magadeev Ruslan Raisovich
Member of the Board of Directors
Year of birth: 1977
Education: Magnitogorsk State Technical University, power supply of industrial enterprises, electrical engineer, 1999.
2013 up to 17.03.2014: Member of the Board of Directors of JSC Lenenergo.
2013–2014: Director of Department of development of operative and technological management of JSC Rosseti.
2011–2013: Head of Department of operative and technological management of JSC IDGC Holding (new name – JSC Rosseti).
2009–2011: Chief of service of perspective development, Head of division of Service of development and technical re-equipment of JSC SO UES.
2006–2009: Head of Department of operative and technological management, Head of Department of operative and technological management of JSC IDGC of Centre.
Rozova Evgenia Evgenyevna
Member of the Board of Directors, member of the Committee on strategy and development, member of the Committee on audit
Year of birth: 1961
Education: Leningrad Engineering and Economic Institute named after P. Tolyatti, economics and organization of municipal economy, engineer-economist, 1983.
2012 up to now:Member of the Board of Directors of JSC Lenenergo.
2005 up to now: Vice-Chairperson of the Committee on power and engineering support of Administration of St. Petersburg.
.
Sinkin Dmitry Borisovich
Member of the Board of Directors, member of the Committee on personnel and remuneration
Year of birth: 1976
Education: St. Petersburg State University, mathematician, 1998; St. Petersburg State University of Economy and Finance (FINEK), economist, 2004.
2013 up to 17.03.2014: Member of the Board of Directors of JSC Lenenergo.
2013: Vice-Chairperson of the Committee on power and engineering support of Administration of St. Petersburg.
2005–2013: First Deputy Director General of JSC MC Vodokanalstroy.
Sorochinskiy Andrey Valentinovich
Member of the Board of Directors, Chairperson of the Management Board, Director General
Year of birth: 1975
Education: St. Petersburg State University, economics department, chair of macroeconomic and economic theory, economist, 1997; Northwest academy of state service, faculty of state and municipal management, 2007; PhD in Economics.
2011 up to now: Member of the Board of Directors of JSC Lenenergo.
2010 up to now: Chairperson of the Management Board, Director General of JSC Lenenergo.
2004–2010: Vice-Chairperson of the Committee on power and engineering support of the Government of St. Petersburg.
Umanets Natalia Anatolyevna
Member of the Board of Directors, member of the Committee on audit
Year of birth: 1976
Education: Higher.
2013 up to 17.03.2014: Member of the Board of Directors of JSC Lenenergo.
2013 up to now: Deputy Director of JSC Rosseti branch Center of Technical Supervision.
2009–2013:Head of Department of legal support of technical supervision of JSC Rosseti.
Information on members of the Board of Directors
Board of Directors
Committee on strategy and development
Committee on reliability
Committee on technological connection
Committee on audit
Committee on Personnel and Remuneration
Remuneration, RUB
Board member
Non-executive
Independent
Participation in meetings
Current members of the Board of Directors of JSC Lenenergo as of 31.12.2013
Kazachenkov A.V.
Х
36/36
1,041,834
Lebedev A.Y.
Х
Х
20/20
Х
Х
332,192
Ageev V. V.
Х
Х
36/36
Х
840,146
Akhrimenko D. O.
Х
Х
20/20
633,287
Boltenkov I.A.
Х
Х
36/36
Х
Х
not paid
Vasilyev S. V.
Х
Х
15/20
not paid
Voronin A.Y.
Х
Х
19/20
355,920
Komarov V.M.
Х
Х
19/20
355,920
Magadeev R. R.
Х
Х
20/20
308,464
Rozova E.E.
Х
Х
24/36
Х
Х
not paid
Sinkin D.B.
Х
Х
1/20
Х
not paid
Sorochinskiy A.V.
36/36
1,188,698
Umanets N. A.
Х
Х
20/20
Х
355,920
Members who left the Board of Directors on 20.06.2013
Remes S. J.
Х
15/16
Х
Х
669,789
Fedorov D. S.
Х
Х
16/16
Х
Х
Х
588,864
Sizov A.A.
Х
Х
0/16
Х
Х
not paid
Murov A.E.
Х
16/16
761,932
Demidov A.V.
Х
16/16
Х
Х
Х
876,504
Goncharov V.A.
Х
16/16
Х
Х
507,954
Tikhonova M. G.
Х
Х
8/16
Х
151,072
Bondarchuk A.S.
Х
Х
0/16
Х
Х
not paid
Other (extra fee of members of the Board of Directors of 2012 for net profit growth, paid in 2013)
1,417,978
Total
10,386,474
Activity of the Company Board of Directors in 2013 was carried out according to the current legislation of the Russian Federation, the Company’s Charter and the Regulations on the procedure of convocation and holding meetings of the Board of Directors of JSC Lenenergo (approved in the new edition by the decision of AGMS of 20.06.2012, Minutes # 2/2012 of 20.06.2012).
In 2013, 36 meetings of the Company’s Board of Directors were held, of them 32 off-site meetings (by poll) and 4 combined on-site and off-site meetings (joint presence with direction of questionnaires). The Company’s Board of Directors considered more than 240 issues in 2013.
In 2013 the Board of Directors approved the following principal decisions:
Data on remuneration and compensation paid to members of the Board of Directors and Committees
The amount of remuneration and compensation paid to members of the Board of Directors is defined pursuant to the Regulations on payment to members of the Board of Directors of remuneration and compensation, approved by the Annual general shareholder meeting in 2008 (Minutes # 1 of 09.06.2008). In accordance with the Regulations, payment of remuneration and compensation is carried out as follows:
compensation in the amount of the sum equivalent to four minimum monthly tariff rates of an employee of the first category set by the industry tariff agreement in the power grid complex of Russia is paid to the member of the Board of Directors for participation in the meeting of the Board of Directors held in absentia (by filling a voting ballot);
compensation in the amount of the sum equivalent to eight (8) minimum monthly tariff rates of an employee of the first category set by the industry tariff agreement in the power grid complex of Russia is paid to the member of the Board of Directors for participation in the meeting of the Board of Directors held in the form of joint presence.
The amount of remuneration, paid to the Chairperson (Vice- Chairperson) for each meeting at which he carries out functions of the Chairperson of the Board of Directors, increases by 50%. Extra fee for the indicator of net profit of the Company according to the annual accounting statements approved the General meeting of shareholders of the Company, and extra fee in case of increase in the amount of market capitalization of the Company during work of the Board of Directors is paid to the members of the Board of Directors.
In addition, members of the Board of Directors are reimbursed for travel expenses to visit the facilities of JSC Lenenergo, meetings with shareholders and investors, participation in the General meetings of shareholders of the Company and performing other tasks related to the functions of a member of the Board of Directors.
The total amount of remuneration and compensation paid to members of the Board of Directors in 2013 was RUB 10,386,474 including taxes.
In 2013 the Company’s Board of Directors did not make a decision on payment of remuneration to the members of Committees of the Board of Directors.
In 2013 no transactions were made between the members of the Board of Directors and Committees of the Board of Directors of JSC Lenenergo. Claims to the members of the Board of Directors and Committees were not presented by the Company.
Committees of the Board of Directors
Chairperson
Committee
Main tasks
Committee Structure
Outcomes of the year
Committee on strategy and development
Meetings of the Committee in 2013
Total: 8
On-site: 3
S.Y. Lebedev
Director of Department of strategic development of JSC Rosseti
The Committee is called upon to play a major role in defining strategic goals of the Company, estimation of efficiency of its activities in the long term and make recommendations to the Board of Directors on adjustment of the existing development strategy of the Company.
development of recommendations to the Board of Directors on determining strategic goals of the Company, development, implementation and adjustment of the business plan, including the investment program of the Company;
monitoring of the implementation of the approved business- plan and investment program;
estimation of efficiency of the Company’s activity in the long term.
Lebedev S. Y. Yashcheritsyna J. V. Balayeva S. A. Gracheva I. A. Dyuzhinov A. L. Isaev V. I. Pankstyanov Y. N. Yantsevich P. Y. Shulakov D. V. Petrovskiy P. V. Melnikova S. A. Rozova E. E. Boltenkov I. A. Denisov I. V. Bashindzhagyan A. A.
The Committee prepared recommendations to the Board of Directors for decision-making concerning the approval of the business plan (including the investment program) of the Company for 2013 and 2014; target values of key performance indicators (KPI) of the Director General and top managers of the Company for 2013 and 2014;terminations of participation of JSC Lenenergo in JSC Ruskobank and JSC Energouchet; placements by JSC Lenenergo of exchange bonds. Moreover, the Committee on a quarterly basis carried out preliminary examination of the reports on results of implementation of the business plan (including the investment program) of the Company.
Committee on reliability
Meetings of the Committee in 2013
Total: 6
On-site: 2
A.M. Epifanov
Director of Department of production assets management of JSC Rosseti
The Committee’s activities are aimed at ensuring comprehensive reliability of network equipment and facilities.
examination of investment programs and plans on repair of power facilities;
analysis of execution of the programs and plans on repair of power facilities from the viewpoint of compliance with the requirements of comprehensive reliability;
evaluation of completeness and sufficiency of measures by results of accidents and major technological breakdowns, and control of their execution;
assessment of activity of the Company’s technical services.
Epifanov A. M. Radko A. V. Chernetsov V. V. Artemyev M. S. Matyushin A. Y. Uskov V. E.
The Committee on a quarterly basis considered reports about supply of production with materials, equipment and machines, about JSC Lenenergo work in the field of labor protection in 2012, about organization and performance of major repairs of equipment of the Company’s power facilities, and about condition of the power grid equipment of JSC Lenenergo. In the reporting year, the Committee also reviewed the proposals for the loading of power transformers of JSC Lenenergo on main substations 35-110 kV in the mode N-1 over 105%, and proposals on the development of the system for operative and technological management of JSC Lenenergo.
Committee on audit
Meetings of the Committee in 2013
Total: 9
On-site: 1
S.Y. Lebedev
Director of Department of strategic development of JSC Rosseti
The Committee on audit works over improvement of the quality of financial statements, information disclosure, internal control procedures and risk management in compliance with the best practices of corporate governance.
control over the process and procedures of preparation of financial (accounting) statements, review of financial (accounting) statements;
submission of recommendations to the Board of Directors on increase of efficiency of the systems of internal control and risk management;
selection of the independent auditor and assessment of his work.
Lebedev S. Y. Ageev V. V. Umanets N. A. Rozova E. E.
The Committee on a quarterly basis considered results of the consolidated accounting (financial) statements of the Company prepared in accordance with RAS and IFRS, reports of Department of internal audit and risk management of the Company about performed work, reports about the results of implementation of measures for observance of the requirements of legislation on control of insider information in the Company, and information about the state of affairs on implementation of the documents aimed at the improvement and development of internal control, audit and risk management of the Company.
Committee on technological connection to electric networks
Meetings of the Committee in 2013
Total: 4
On-site: 3
I.A. Boltenkov
First Vice-Chairperson of the Committee on tariffs of St. Petersburg
The Committee was established to ensure openness of activities and non-discriminatory access to services on technological connection of consumers to power grids of the Company.
providing recommendations to the Board of Directors on improvement of internal regulations and standards of the Company to ensure non-discriminatory access to services on technological connection of consumers to electric networks,
assessment of efficiency of the Company’s activities on technological connection of consumers to electric networks.
Boltenkov I. A. Veshteyunas M. A. Melnichenko E. I. Zykov A. V. Eresov S. A. Melnikova S. A. Uskov V. E. Masaleva I. B. Miromanov S. I.
In the reporting period the Committee developed recommendations for the Board of Directors for decision-making on approval of plans on execution by JSC Lenenergo of current, accumulate and deferred obligations towards applicants of St. Petersburg and the Leningrad Region on technological connection. Besides, the Committee on a quarterly basis reviewed reports on technological connection to electric networks of JSC Lenenergo.
Committee on personnel and remuneration
Meetings of the Committee in 2013
Total: 15
Y.N. Mangarov
Advisor to the Director General of JSC Rosseti
The goal of the Committee is to provide recommendations about formation of the system of selection and motivation of employees to successfully perform the strategic plans of the Company.
providing recommendations to the Board of Directors on determining the essential terms of contracts and remuneration of the members of the Board of Directors of the Company, members of the collegial executive body and the Director General of the Company;
definition of criteria for selection of candidates to members of the collegial executive body of the Company and for the position of the Director General of the Company, as well as preliminary assessment of candidates.
Mangarov Y. N. Chevkin D. A. Sinkin D. B.
In the reporting period the Committee developed recommendations for the Board of Directors for decision-making on approval of the organization structure of the Company’s executive office, the Regulations on payment of remuneration and compensation to members of the Committees of the Board of Directors of JSC Lenenergo. The Committee also examined the candidatures for election to the Management Board of the Company, and appointment to positions of Deputies Director General and Directors of branches.
Management Board
The management of current activity of JSC Lenenergo is carried out by the executive bodies of the Company – Management Board (collective executive body) and Director General (sole executive body) which are accountable to the Board of Directors and the General meeting of shareholders of the Company.
JSC Lenenergo Management Board is the collegiate executive body of the Company exercising its powers since 11.07.2008. Competence of the Management Board is defined by the Federal Law “About joint stock companies”, Charter of the Company, Regulations on the procedure for convening and holding meetings of the Management Board of JSC Lenenergo. According to item 12.3 of the Company Charter, members of the Management Board are appointed by the Board of Directors on the basis of recommendations of the Committee on personnel and remuneration.
In 2013 there were following changes in the structure of the Management Board of the Company:
early dismissal of a member of the Management Board Piskarev A.N. On 26.04.2013;
the structure of the Management Board of 6 members was defined on 30.10.2013; Melnichenko E.I., Deputy Director General on corporate governance of JSC Lenenergo, and Nikonov A.D., Deputy Director General on security of JSC Lenenergo, were elected members of the ManagementBoard.
14 meetings of the Management Board were held in reporting year. Within its competence the Management Board performed functions of the General meetings of shareholders of the subsidiaries 100% of the authorized capital of which are owned by JSC Lenenergo, on a quarterly basis pre-considered the reports on financial and business activity of subsidiaries and dependent companies, and the reports on the course of execution of the project of Renovation of cable network 6–110 kV of JSC Lenenergo.
Work of the Management Board is organized by the Chairperson of the Management Board –Director General of the Company.
The Director General is elected by the Board of Directors pursuant to item 21.4 of Art. 21 of the Charter. Andrey Valentinovich Sorochinskiy was elected the Director General by the decision of the Board of Directors of 30.07.2010 (Minutes # 2 of 30.07.2010).
All issues of management of the Company’s current activities fall under the competence of the Director General, except for the issues referred to the competence of the General meeting, Board of Directors and Management Board.
Data on remuneration and compensation paid to members of the Management Board and Director General
In accordance with the Regulations on the procedure for convening and holding meetings of the Management Board of JSC Lenenergo, employment contracts are concluded with elected members of the Management Board of the Company. The amount and procedure of remuneration and compensation to members of the Management Board is determined by the Board of Directors. Criteria of determination and the size of remuneration of the Director General are established by the employment contract and the Regulations on material incentives approved by the Board of Directors (Minutes # 1 of 25.07.2011). The bonus payment to the Director General of the Company is made by results of execution of the key performance indicators determined by the Board of Directors of the Company for reporting periods (quarter and year).
In 2013, the total amount of remuneration and compensation paid to the members of the Management Board, including the Director General, was RUB 65,141,561 including taxes.
In 2013 no transactions were made between the members of the Management Board and JSC Lenenergo. Claims were not presented to the members of the Management Board.
Structure of the Management Board
Sorochinskiy Andrey Valentinovich
Member of the Board of Directors, Chairperson of the Management Board, Director General
Year of birth: 1975
Education: St. Petersburg State University, economics department, chair of macroeconomic and economic theory, economist, 1997; Northwest academy of state service, faculty of state and municipal management, 2007; PhD in Economics.
2011 up to now: Member of the Board of Directors of JSC Lenenergo.
2010 up to now: Chairperson of the Management Board, Director General of JSC Lenenergo.
2004–2010: Vice-Chairperson of the Committee on power and engineering support of the Government of St. Petersburg.
Share in the authorized capital of the Company: no.
Positions in other organizations: Chairperson of the Board of Directors: CJSC Tsarskoselskaya Energy Company; CJSC Kurortenergo.
Meshcheryakov Ilya Georgiyevich
Member of the Management Board, Deputy Director General on capital construction
Year of birth: 1976
Education: St. Petersburg State Architectural and Construction University, manager, 2000
Economic School of Turku, Finland, 1999.
2011 up to now: Deputy Director General on capital construction and investments of JSC Lenenergo.
2010–2011: Deputy Director on capital construction of JSC Lenenergo branch Cable Network.
2009–2010: Head of division of projects support of LLC CEII-energo.
2006–2009: Head of division of engineering preparation of CJSC Energoproject.
Artemyev Maxim Sergeyevich
Member of the Management Board, Deputy Director General on technical affairs – Chief Engineer
Year of birth: 1977
Education: Ivanovo State Power University, chair of power grid systems and networks, electrical engineer, 1999; National State University of Physical culture, sports and health named after P.F. Lesgaft, chair of public relations, expert in public relations, 2010.
2011 up to now: Deputy Director General on technical affairs – Chief Engineer of JSC Lenenergo.
2010–2011: Deputy Director General on sales of services of JSC Lenenergo.
2008–2010: Director for technical development of JSC Lenenergo.
Nikonov Alexander Dmitriyevich
Member of the Management Board, Deputy Director General on security
Year of birth: 1960
Education: Higher Political School of the Ministry of Internal Affairs of the USSR, officer with higher military-political education, 1984; St. Petersburg Legal Institute, law, lawyer, 1996.
2013 up to now: Deputy Director General on security of JSC Lenenergo.
2008–2013: Deputy Director General of LLC Security Company Galax.
Zykov Andrey Vladimirovich
Member of the Management Board, Deputy Director General on development and sales of services
Year of birth: 1979
Education: St. Petersburg State Engineering and Economic University, 1998.
2011 up to now: Deputy Director General on development and sales of services of JSC Lenenergo.
2010–2011: Director for technological connection for St. Petersburg of JSC Lenenergo.
2007–2010: Vice-President of CJSC Baltros.
2007–2010: Director General of LLC Slavenergo.
Melnichenko Evgeny Ivanovich
Member of the Management Board, Deputy Director General on corporate governance
Year of birth: 1958
Education: Leningrad State University named after A.A. Zhdanov, jurisprudence, lawyer, 1981.
2013 up to now: Deputy Director General on corporate governance of JSC Lenenergo.
2008–2013: President of LLC Vsevolzhsk Industrial Corporation.
