Corporate governance principles

corporate governance in jsc lenenergo is based on efficient and transparent system of relations between shareholders, company management and stakeholders. jsc lenenergo as a public company is committed to continuously improving its corporate governance system pursuant to conventional russian and international standards and principles set forth in the corporate governance code.

BASIC PRINCIPLES OF CORPORATE GOVERNANCE IN JSC LENENERGO

Accountability

The Company’s Charter and internal documents provide accountability of the Company’s Board of Directors to all shareholders in compliance with the current legislation, controllability of executive bodies to the Board of Directors and General Shareholder Meeting.

The Company’s Audit commission ensures control over financial and economic activities of the Company. The system of internal control and risk management implemented by Department of internal audit and risk management functions in JSC Lenenergo. The Company involves auditors for confirmation of compliance of the annual accounting reporting of JSC Lenenergo to the Russian accounting standards and International Financial Reporting Standard.

Transparency

The Company ensures timely disclosure of reliable information on all essential facts concerning its activity, including financial position, social and environmental indicators, performance results, structure of property and management of JSC Lenenergo, and provides a free access of all stakeholders to such information.

Responsibility

The Company recognizes the rights of all stakeholders envisaged by current legislation of the Russian Federation, and strives towards cooperation with such persons for the purposes of its development and assurance of financial stability.

Justice

The Company undertakes to protect the rights of shareholders and ensure equal treatment of all shareholders. The Board of Directors provides all shareholders with an opportunity of effective protection in case of violation of their rights.

Shareholders are entitled to participate in management by the joint stock company by decision-making on the most important issues of JSC Lenenergo activities at General Shareholder Meeting.

Documents regulating the activity in the sphere of corporate governance in the Company:
  • Regulations on the procedure of preparation and holding of General Shareholders Meeting in new edition (GSM Minutes # 1/2011 of 21.06.2011);
  • Regulations on the procedure of convocation and holding meetings of the Board of Directors in new edition (GSM Minutes # 2/2012 of 20.06.2012);
  • Regulations on the procedure of convocation and holding meetings of the Management Board (GSM Minutes # 1 of 30.05.2008);
  • Regulations on the Audit Commission of JSC Lenenergo (GSM Minutes # 1 of 23.05.2002);
  • Regulations on payment of remuneration and compensation to members of the Board of Directors (GSM Minutes # 1 of 30.05.2008);
  • Regulations on payment of remuneration and compensation to members of the Audit Commission (GSM Minutes # 1 of 30.05.2008);
  • Regulations on the Committee on strategy and development of the Board of Directors of Lenenergo, Open Joint Stock Company of the Power Industry and Electrification in new edition (Minutes of the Board of Directors # 4 of 09.09.2009);
  • Regulations on the Committee on reliability of the Board of Directors of Lenenergo, Open Joint Stock Company of the Power Industry and Electrification (Minutes of the Board of Directors # 13 of 28.02.2008) amended on 10.07.2009;
  • Regulations on the Committee on audit of the Board of Directors of Lenenergo, Open Joint Stock Company of the Power Industry and Electrification in new edition (Minutes of the Board of Directors # 8 of 27.08.2012);
  • Regulations on the Committee on personnel and remuneration of the Board of Directors of Lenenergo, Open Joint Stock Company of the Power Industry and Electrification in new edition (Minutes of the Board of Directors # 35 of 13.06.2013);
  • Regulations on the Committee on technological connection to grids of the Board of Directors of Lenenergo, Open Joint Stock Company of the Power Industry and Electrification (Minutes of the Board of Directors # 8 of 10.02.2009);
  • Code of corporate governance of JSC Lenenergo in new edition (Minutes of the Board of Directors # 23 of 06.03.2013);
  • Corporate codes of conduct of JSC Lenenergo (Minutes of the Board of Directors # 23 of 06.03.2013).

The documents regulating the procedure for disclosure and use of information in JSC Lenenergo:

  • Regulations on insider information of JSC Lenenergo in new edition (Minutes of the Board of Directors # 36 of 20.06.2013);
  • Regulations on information policy of JSC Lenenergo in new edition (Minutes of the Board of Directors # 7 of 19.09.2013).

In 2013 the Code of corporate governance, the corporate codes of conduct, the Regulations on insider information and the Regulations on information policy of JSC Lenenergo were approved in new edition.

The Company interaction with subsidiaries and dependent companies is carried out on the basis of the approved procedure of interaction of JSC Lenenergo with business entities, shares (stakes) of which are owned by JSC Lenenergo (Minutes of the Board of Directors # 12 of 24.03.2009).

Along with the Charter of JSC Lenenergo all above-mentioned documents are placed on the corporate website

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