7.3

Management and control bodies
of the company

According to the Charter of JSC Tyumenenergo, the management bodies of the Company are as follows:

  • General Meeting of Shareholders;
  • Board of Directors;
  • General Manager (sole executive body).

The body controlling the financial and business activity of the Company is the Revision Commission.

General meeting of shareholders

According to Section 11.1 Article 11 of the Charter of JSC Tyumenenergo, if all the voting shares of the Company belong to one shareholder, the decisions on the matters within competence of General Meeting of Shareholders shall be taken by the shareholder (the authorised management body of the shareholder) in writing and communicated to the Company.

In respect to JSC Tyumenenergo, in accordance with section 13.3 of the Charter of JSC Rosseti such an authorised management body of the shareholder is the collegial executive body, the Management Board of JSC Rosseti, exercising the powers of the supreme management body of JSC Tyumenenergo.

In June 2014, the Management Board of OJSC Rosseti exercising the powers of the supreme management body of JSC Tyumenenergo adopted/approved the following:

  • Annual report and annual accounting report for 2013;
  • Profit distribution for 2013;
  • Dividends payment for Company`s equity share for 2013;
  • New structure of the Board of Directors;
  • New structure of the Revision Commission;
  • Company`s auditor;
  • New revision of Company`s Charter;
  • New revision of Revision Commission Regulation at JSC Tyumenenergo.

The competence of the General Meeting of shareholders is fixed in the Federal Law No. 208-FZ dated 26 December 1995 “On Joint Stock Companies” and in Company`s Charter. This information is also published at:
http://www.te.ru/about/vnutrennie_dokumenty
http://www.e-disclosure.ru/portal/company.aspx? id=5577

The issues attributed to the competence of General Meeting of Shareholders may not be referred to the Board of Directors or General Manager of the Company.

The decisions of the General Meeting of shareholders are published on the Company`s official website.

Board of Directors

The Board of Directors of JSC Tyumenenergo provides overall management of the Company, except for matters relating to the competence of the General Meeting of shareholders in compliance with the Federal Law “On joint stock companies”.

The procedure for electing the Board of Directors is defined in the Charter of the Company and complies with the legislation of Russian Federation. Persons elected to the Board of Directors may be re-elected an unlimited number of times.

According to section 13.1 Art. 13 of the Charter of JSC Tyumenenergo the quantitative composition of the Board of Directors is 11 (eleven) persons.

The competence of the Board of Directors is fixed in the Federal Law No. 208-FZ dated 26 December 1995 “On Joint Stock Companies” and in Company`s Charter. This information is also published:
http://www.te.ru/about/vnutrennie_dokumenty
http://www.e-disclosure.ru/portal/company.aspx? id=5577

The issues attributed to the competence of Board of Directors may not be referred to the General Manager of the Company.

The procedure of the Board of Directors is governed by the Regulation on the procedure of convening and holding meeting of the Board of Directors of JSC Tyumenenergo, approved by the General Meeting of Shareholders of JSC Tyumenenergo on July 30, 201 2, Minutes No.153 pr/12 (hereinafter Regulation).

In accordance with clause 5.1 of the Regulation, meetings of the Board of Directors shall be held in accordance with approved Board of Directors work plan, and also when necessary, but at least once a calendar quarter.

In 2014, there were no transactions between the members of the Board of Directors and the Company, and no suits were filed against the members of the Board of Directors.

In 2014, the Company did not provide any loans and funds for training to the members of the Board of Directors.

Board of Directors

Board of Directors JSC Tyumenenergo acted from 28 June 2013 until 29 June 2014 (positions are given as of election):

  • Akimov Leonid Yuryevich
    Director for Legal Affairs, JSC ROSSETI
  • Aushev Artur Magometovich
    Grids Retail Director at JSC Rosseti
  • Dyomin Andrey Aleksandrovich
    first Deputy General Director for Economics and Finance, JSC Rosseti
  • Zafesov Yury Kazbekovich
    Procurement Department Director, JSC Rosseti (concurrently)
  • Katina Anna Yuryevna
    Deputy Head of Direction for Corporate Relations, Head of Corporate Management Analysis and Control Section of Department for Corporate Management and Shareholder and Investor Relations, JSC Rosseti
  • Lebedev Aleksey Yuryevich
    Director of Department for Strategic Development at JSC Rosseti
  • Maltsev Aleksey Aleksnadrovich
    General Manager of JSC FGC UES branch — West Siberian Main Power Networks
  • Pavel Aleksandrovich Mikheev
    General Manager of JSC Tyumenenergo
  • Neganov Leonid Valeryevich
    Deputy Director of Power Sector Development Department, Ministry of Energy of Russian Federation
  • Tsiku Ruslan Kimovich
    Deputy General Director — director for Development at ООО “Maarka Audit — Consulting Services”
  • Chevkin Dmitry Aleksandrovich
    Director of HR Policy and Organizational Development Department, JSC Rosseti

On June 30, 2014, the management of JSC Rosseti elected the following members of JSC Tyumenenergo Board of Directors: (positions are given as of election date):

Akimov Leonid Yuryevich
Board of Directors member
Born in 1965
Education:
Graduated from Moscow Higher Technical School in 1989, “Impulse thermal equipment” speciality / Regional Open University, “Law” speciality in 1995 / RF Government Academy of Finance with speciality “Anti-crisis management” in 2004, Ph.D. (Law).
Experience:
  • June 2009 — May 2013 JSC FGC UES Legal director — Head of legal department
  • August 2012 — May 2013 Legal Director, OJSC IDGC Holding
  • May 2013 — until present Legal Department Director at JSC Rosseti
Membership in executive bodies of other companies:
  • June 2014 — until present Board of Directors member at JSC LenEnergo
Balayeva Svetlana Aleksandrovna
Board of Directors member
Born in 1973
Education:
State University of Management, 1995, Economist, candidate qualification
Experience:
  • 20092013 Head of Investment Department, OJSC IDGC Holding
  • 2013 — until present Director of Investment Department, JSC Rosseti, Deputy General Director for Investment
Membership in executive bodies of other companies:
  • None
Gvozdev Dmitriy Borisovich
Board of Directors member
Born in 1974
Education:
Kuzbass State Technical University, Electric Power Supply Dept. Ph.D. (Technical science), electrical engineer, Associate Professor
Experience:
  • March 2009 — Director 2011 JSC FGC UES Deputy Chairman of the Board, Chief Engineer, Assets Management Director
  • December 2011 — January 2012 Invest Holding LLC General Manager Advisor
  • January 2012 — February 2013 NIU Moscow Energy Institute Deputy Director of Energy Institute
  • February 2012 — until present NIU Moscow Energy Institute Associate professor of Electric Systems department (part time)
  • March 2013 — September 2013 Deputy General Manager at CJSC Russian Telecom Equipment Company
  • October 2013 — until present Director of Analytical Centre at JSC Rosseti
Membership in executive bodies of other companies:
  • None
Goncharov Yury Vladimirovich
Board of Directors Deputy Chairman
Born in 1977
Education:
Moscow State University of Mines, Management department, graduated in 2000
Experience:
  • April 2009 — April 2013 JSC FGC UES Head of Corporate Management Section
  • January 2013 — April 2013 OJSC IDGC Holding Interim Deputy Executive Director for Corporate Management, Executive Director Office Advisor
  • April 2013 — until present JSC Rosseti Deputy General Director Corporate Management
Membership in executive bodies of other companies:
  • June 2014 — until present Board of Directors member at JSC IDGC Ural
  • June 2014 — until present Board of Directors member at JSC YantarEnergo
Dyomin Andrei Aleksandrovich
Board of Directors Chairman
Born in 1974
Education:
Graduated from Zaporozhia State University with major in applied mathematics in 1996 / Zaporozhia Economics and IT Institute with major in Finance in 1999
Experience:
  • 2009 — April 2010 JSC FGC UES Deputy Chairman of the Board, Memeber of the Board
  • October 2010 — November 2012 Mezhregionsbyt LLC General Manager Advisor
  • November 2012 — April 2013 JSC FGC UES Chairman of the Executive Board Advisor
  • April 2013 — until present JSC Rosseti First Deputy General Director for Economics and Finance, Executive Board member
Membership in executive bodies of other companies:
  • June 2014 — until present JSC FGC UES Board of Directors member
  • June 2014 — until present JSC Moscow United Electric Grid Company Board of Directors member
Zavizenov Konstantin Vladimirovich
Board of Directors member
Born in 1974
Education:
Perm State Technical University, Chemist Engineer, graduated in 1996
Experience:
  • 2009 — December 2013 “Inter RAO UES” Head of Investment Programs Department, Head of Internal Control and Risk Management Department, Director for Internal Control and Risks
  • March 2013 — until present Ministry of Energy of Russian Federation Deputy Director of Power Sector Development Department
Membership in executive bodies of other companies:
  • June 2014 — until present Board of Directors member at JSC IDGC North Caucasus
Lebedev Sergey Yuryevich
Board of Directors member
Born in 1967
Education:
Lomonosov Moscow State University, Economy Department, Finance and Credit, 2001
Experience:
  • 2009 — May 2013 JSC FGC UES Deputy Head of Department for Economic Planning and Budgeting; Head of Department for Investment Capital Management; Head of Department for Таriff Making; Director of Economic Forecast — Head of Department for Economic Forecast
  • May 2013 — until present Strategic Development Department Director at JSC Rosseti
Membership in executive bodies of other companies:
  • June 2013 — until present Board of Directors member at JSC LenEnergo
  • June 2014 — until present JSC Moscow United Electric Grid Company Board of Directors member
Mikheev Pavel Aleksandrovich
Board of Directors member
Born in 1968
Education:
Graduated from Kirov Polytechnic Institute with major in electrical supply for urban and rural industrial enterprises in 1993
Experience:
  • 2009 — until present JSC Tyumenenergo Deputy General Manager for Regional Development, First Deputy General Manager, Deputy General Manager for Technical Issues — Chief Engineer, Acting General Manager, General Manager
Membership in executive bodies of other companies:
  • None
Pankstyanov Yury Nikolayevich
Board of Directors member
Born in 1980
Education:
Graduated from State University of Management in 2002, Manager
Experience:
  • 20092013 Head of Department for Таriff Making OJSC IDGC Holding
  • 2013 — until present Tariff Policy Department Director at JSC Rosseti
Membership in executive bodies of other companies:
  • June 2014 — until present Board of Directors member at JSC IDGC Volga
  • June 2014 — until present Strategy and Development Committee member at JSC IDGC South
Sergeyev Sergey Vladimirovich
Board of Directors member
Born in 1976
Education:
Novocherkassk State Technical University, Industrial and Civil Construction department, Construction engineer / Institute of Advanced Training for fuel and energy complex managers and specialists. Advanced training / Multisectoral regional centre of advanced training and reskilling at Irkutsk State Technical University Advanced training department at the University / Academy of National Economy under the Government of Russian Federation; Economy, Management, Finance and legal basis of joint-stock companies, occupational retraining
Experience:
  • March 2009 — August 2013 JSC FGC UES Deputy Chairman of the Executive Board
  • August 2013 — until present JSC Rosseti Deputy General Director for Capital Construction
Membership in executive bodies of other companies:
  • September 2012 — November 2013 JSC FGC UES Member of the Executive Board
  • June 2014 — until present Board of Directors Chairman at JSC KubanEnergo
  • June 2014 — until present Board of Directors member at JSC IDGC Ural
  • June 2014 — until present Board of Directors member at JSC NIIC IDGC
Chevkin Dmitry Aleksandrovich
Board of Directors member
Born in 1976
Education:
RF Government Academy of Finance, qualified economist, 1998
Experience:
  • 2009 — May 2013 JSC FGC UES Head of Direction for Control and Analytics, Head of Direction for Analytics and Effectiveness Management, Head of Department for HR and Organization Development, HR Director
  • May 2013 — until present JSC Rosseti HR and Organizational Development Department Director
Membership in executive bodies of other companies:
  • June 2013 — until present Board of Directors member at JSC IDGC North-West
  • June 2014 — until present Board of Directors member at JSC NIC Ural

The members of the Board have no shares in authorised capital of JSC Tyumenenergo since it is the only shareholder of the Company is JSC Rosseti.

All the members of the Company Board of Directors have agreed to disclose this information in the Company`s annual report and on the corporate website of the Company.

Board of Directors Report

During 2014, the Board of Directors held 21 meetings in the format of online voting. 168 issues were reviewed. The issues reviewed by the Board of Directors are presented in the following diagram:

The issues reviewed by the Board of Directors

JSC Tyumenenergo Board of Directors attendance from 01 January 2014 to 31 December 2014

Name Number of meetings attended Number of meetings allowed to attend
Board of Directors from 01 January 2014 through 30 June 2014
Akimov Leonid Yuryevich (whole 2014) 20 21
Aushev Artur Magometovich 10 10
Dyomin Andrei Aleksandrovich (whole 2014) 20 21
Zafesov Yury Kazbekovich 10 10
Katina Anna Yuryevna 9 10
Lebedev Sergey Yuryevich (whole 2014) 21 21
Maltsev Aleksey Aleksandrovich 7 10
Mikheev Pavel Aleksandrovich (whole 2014) 21 21
Neganov Leonid Valeryevich 0 10
Tsiku Ruslan Kimovich 4 10
Chevkin Dmitry Aleksandrovich 10 10
Board of Directors from 06.30.2014 through 31 December 2014
Balayeva Svetlana Aleksandrovna 11 11
Gvozdev Dmitriy Borisovich 10 11
Goncharov Yury Vladimirovich 11 11
Zavizenov Konstantin Vladimirovich 8 11
Pankstyanov Yury Nikolayevich 9 11
Sergeyev Sergey Vladimirovich 9 11
Chevkin Dmitry Aleksandrovich 11 11
87%
average Board of Directors attendance

In 2014, the Board of Directors defined the following focus areas of Company`s business:

  1. Certification of equipment, materials and systems at Company`s facilities;
  2. Ensuring Company`s power infrastructure availability along with quality of network connection to Company`s electric power grids;
  3. Internal Control and Risk Management system improvement, internal audit enhancement.

Brief report on these areas:

  1. Certification of equipment, materials and systems at Company`s facilities

    In accordance with Minutes of JSC Rosseti Executive Board meeting dated 31 March 2014 No.225 pr/2 and to implement JSC Tyumenenergo Board of Directors decisions taken at the meeting on 03 June 2014 (Minutes dated 05 June 2014 No.07/14), JSC Tyumenenergo has established a Commission on equipment, materials and systems admittance, and the Order of JSC Tyumenenergo No.282 dated 24 July 2014 approved and put in force the “Rules and Procedure for Commission on equipment, materials and systems admittance”.

    Representatives from JSC Tyumenenergo took part in the following activities of JSC Rosseti appraisal commission on equipment types:

    • factory inspection of vibrocast racks for OHL 0.410kV supports, manufacturer LLC Concrete Works No.1 (Sterlitamak, Belarus);
    • appraisal of power dry transformers with on-load tap changing of TS (3) LN type with capacity 6301000 kVA, 10.35 kV, climatic design U (UHL), location class 1.3, manufacturer CJSC SverdlovElectro Group (CJSC SVEL Group), Yekaterinburg;
    • appraisal of DRP-100 relay protection, manufacturer LLC NPF Mechatronika RA;
    • appraisal of EGIDA software technical complex, manufacturer LLC NPF Mechatronika RA;
    • appraisal of supporting polymer insulators of OSK type for rated voltage 20, 35, 110 and 150 kV, manufacturer CJSC Kometa-Energomash (Novosibirsk).
  2. Ensuring Company`s power infrastructure availability along with quality of network connection to Company`s electric power grids.
    • Company`s standard for Network Connection procedure in 3 visits has been approved;
    • 7-day work of additional mobile operating crews has been organised to verify compliance with technical specifications and actual connection at the same time;
    • Online service “Client`s personal cabinet” has been working since January (application submission and tracking);
    • Call centre functions have been extended to provide automatic information and notification for applicants;
    • Timeframe for benefit persons` network connection has been reduced from 433 days in 2013 to 108 days (norm is 120 days);
    • Since 2012 JSC Tyumenenergo participates in Investment Climate Improvement Council at Tyumen region governor V. Yakushev contributing to the work group on network connection (the biggest amount of privileged applicants is in the south of Tyumen region). The similar bodies with our participation work also in Khanty-Mansiysk and Yamal-Nenets autonomous districts
    • Power sector development diagrams and programs for all three regions for the period of 20152019 (Tyumen region — for the period of 20142018) have been developed with direct participations of JSC Tyumenenergo.

    Activities to freeze the maximum allowed capacity of previously connected consumers to JSC Tyumenenergo power grids have been done since second half of 2012. As of 31 March 2015 the freeze data is as follows:

    Consumer classification Fixed maximum capacity in the signed Statement of Delimitation of Balance Book Ownership, kW
    0,4 kV 6–20 kV 35 kV and above Total
    Individuals 207 576 1 048 555 3 795 1 259 926
    Legal entities, less than 670 kW 154 400 500 948 75 412 730 760
    Legal entities, not less than 670 kW 79 316 2 963 069 5 621 524 8 663 909
    Local grid operators 7 655 2 211 534 2 071 793 4 290 982
    TOTAL for JSC Tyumenenergo 448 947 6 724 106 7 772 524 14 945 577
  3. Internal Control and Risk Management system improvement, internal audit enhancement

    In order to implement the Board of Directors decision, the Policies of internal audit, internal control and risk management were established, the List of operation risks of Company`s key business processes was approved by Order No. 377 dated 30 September 2014, risk management measure updating was started, and relevant reporting forms were approved.

    List of operation risks of Company`s key business processes (29 risks) and the List of Company`s key operation risks (16 risks) were preliminarily reviewed by Audit Committee at the Board of Directors (Minutes No.10 dated 22 September 2014).

    Besides a list of operation risks for other business processes was developed which includes 53 risks. This list was agreed by Audit Committee at the Board of Directors (Minutes No.12 dated 17 December 2014) and approved by Company`s order No.537 dated 26 December 2014.

    The additional format “Information on Company`s key operation risks” was introduced in 2015 Business Plan to be used in Company`s business plan planning and reporting for the purpose of risk data integration in planning and decision making system, in order to implement internal control improvement strategy in JSC Rosseti and its affiliates approved by JSC Rosseti Board of Directors decision on 10 February 2014 (Minutes No.143 dated 13 February 2014), and JSC Rosseti Order No.220 dated 03 December 2014 “On approval of JSC Rosseti Budget Code”.

    Information on risk identification, evaluation and management was integrated in Company`s business planning system.

The following new internal documents were approved and introduced by the Board of Directors:

  1. Standard for Company`s deals with third-party bills of credit
  2. Regulations on internal technical control system in JSC Tyumenenergo
  3. Policy of innovative development, energy saving and energy efficiency improvement
  4. Rules of Company`s temporarily surplus funds usage
  5. Technical policy. Electric power metering systems with remote data collection from whole-sale and retail power markets at JSC Tyumenenergo facilities
  6. Company`s procurement policy
  7. Company`s regulation on telecommunications technical policy
  8. PR, consumers and authorities relations policy
  9. JSC Tyumenenergo internal audit policy
  10. Company`s communication network systems project
  11. JSC Tyumenenergo HR and social policy
  12. Anti-corruption policy of JSC Rosseti and affiliates

The following key decisions were made:

  1. Actions for 2014 were developed and approved by JSC Tyumenenergo regarding the IT, Automation & Telecom Strategy implementation at JSC Tyumenenergo up to 2016
  2. JSC Tyumenenergo participation in Non-commercial partnership of local grid companies and Chamber of Commerce and Industry of Tyumen region was also agreed
  3. JSC Tyumenenergo investment projects public network and pricing audit standard was approved
  4. JSC Tyumenenergo procurement plan for 2014 was approved in the context of Company`s investment activities, and the procurement plan for 2015
  5. JSC Tyumenenergo complex program on own and third party personnel injury rate decrease at Company`s grid facilities for the period of 20142017
  6. JSC Tyumenenergo non-core assets sale rules were approved in new revision
  7. Solutions to reduce administrative and management expenses were taken
  8. Securities distribution period was extended for open joint-stock energy & power company Tyumenenergo (series 03 bonds, series 04 bonds, series 05 bonds, series 06 bonds) up to 17 October 2015
  9. JSC Tyumenenergo Business plan (including investment program) was approved for 20152019 and the Business performance management program for 20152019
  10. JSC Tyumenenergo Energy saving and energy efficiency improvement program was approved for the period of 20152019
  11. Non-state pension program for JSC Tyumenenergo employees was approved
  12. Innovative development program of JSC Tyumenenergo was approved for 20142019.

All decisions of JSC Tyumenenergo Board of Directors are published on Company`s website in “For Shareholders and Investors” section.

Remuneration

Remuneration to the Board of Directors members complies with market conditions and is established in a way as to ensure attraction and participation in the Company`s activity of highly qualified specialists and motivate them to work honestly and effectively.

Remunerations payment procedure and terms to the Board of Directors members are defined in accordance with the Regulation on Payment of Remunerations and Compensations to the members of the Board of Directors of JSC Tyumenenergo approved by the Resolution of the General Meeting of Shareholders (Minutes No. 1868/pr 1 of May 6, 2008). This regulation is published on website: http://www.te.ru/about/vnutrennie_dokumenty

Remunerations and compensations are not paid to Board of Directors Chairman and Members, if they are limited or prohibited to receive any payments from commercial organizations by federal law.

According to aforementioned regulations, the members of the Board of Directors receive remunerations and reimbursements for expenses caused by their functions as members of the Board of Directors.

The reimbursements are paid for actual expenses. They are confirmed with paperwork for target travelling and accommodations expenses. Daily travel allowance is also reimbursed as determined for sole executive body of the Company.

The remunerations to Board of Directors members may be effected in two formats:

  1. Basic remuneration for participation in Board of Directors meetings
  2. Additional remuneration for net income value of the Company as showed in Accounting report approved by General Shareholder Meeting

Payments issued to board of directors members in 2014, RUB

Designation Payments Personal income tax deducted Net payments
Remuneration of the Board of Directors members 9 177 600 1 193 088 7 984 512
Reimbursements 0 0 0
Remuneration for 2013 results 5 805 500 754 716, 00 5 050 784
Total 14 983 100 1 947 804 13 035 296

Committees within the board of directors

The Board of Directors decided to establish the following Committees.

Reliability committee

On December 16 2005, the Company established a Committee on reliability of the Board of Directors of JSC Tyumenenergo. The committee is governed by the Regulations on the Committee on Reliability of the Board of Directors of JSC Tyumenenergo approved by the Decision of the Board of Directors of JSC Tyumenenergo (Protocol of 16 December 2005 No. 24/05). The objectives of the Committee are formulation and submission of recommendations (conclusions) for the Board of Directors in examination of investment programs and plans for repair of power projects, the evaluation of the completeness and adequacy of activities as a result of accidents and major network breakdowns, the analysis of action to implement the treaty and economic governance arrangements of reliability.

The number of Committee members` ranges from 3 (three) to 7 (seven) members.

JSC Tyumenenergo Board of Directors on 31 July 2014 elected the members of Committee on reliability (Minutes 11/14 dated 04 August 2014) in five persons and approved the Regulation for Committee on reliability at the Board of Directors of JSC Tyumenenergo in a new revision.

Frolov Sergey Nikolaevich was elected to the Committee on reliability on 28 November 2014 by Board of Directors decision (Minutes 18/14 dated 02 December 2014).

Composition of the Committee (including Chairman) (positions are given as of election date):

Name Position Period of work in the committee
Zuikova Olga Valentinovna Head of Industrial Safety Section, JSC Rosseti — Chairman of the Committee 07 August 2012 — current
Ivanov Sergey Viktorovich Chief Expert of Assets Analysis Section, JSC Rosseti 31 July 2014 — current
Petrova Tatiana Valerievna Deputy General Director for Economics and Finance, JSC Tyumenenergo 07 August 2012 — current
Pauesov Sergei Mikhailovich Head of Industrial Control And Safety JSC Tyumenenergo 26 July 2013 — current
Egoshin Sergey Nikolaevich Deputy General Manager on Technical Issues — Chief Engineer of JSC Tyumenenergo 29 March 2013 — current
Borovitsky Vasily Gennadievich Deputy Chief Engineer, JSC Tyumenenergo 07 August 201231 July 2014
Frolov Sergey Nikolaevich Head of Emergency Management Direction JSC Rosseti 28 November 2014 — current

During 2014 the Committee on Reliability held 10 meetings (in the format of online and off-line voting).

The committee reviewed and approved the following regulation documents within its competence:

  • Regulations on internal technical control system in JSC Tyumenenergo;
  • JSC Tyumenenergo complex program on own and third party personnel injury rate decrease at Company`s grid facilities for the period of 20142017;
  • JSC Tyumenenergo Repair program for 2014;
  • Schedule for assets management system implementation and development in JSC Tyumenenergo for 2014;
  • Injury risk liquidation plan for the facilities at JSC Tyumenenergo branches for the period of 20142017;
  • Business assets management system implementation and development plan for JSC Tyumenenergo in 2015;
  • The updated JSC Tyumenenergo complex program on own and third party personnel injury rate decrease at Company`s grid facilities for the period of 20142017 taking into account the planned expenses for 2015.

The Committee approved reports:

  • On execution of Business assets management system implementation and development plan for JSC Tyumenenergo for IV quarter 2013, I, II&III quarters 2014;
  • On execution of JSC Tyumenenergo Injury rate decrease program during 2013;
  • On execution of Injury rate decrease program during 2013 by third party personnel at JSC Tyumenenergo facilities;
  • KPI target figures achievement at JSC Tyumenenergo for reliability criteria for IV quarter 2013 and for entire 2013; for I, II, III quarters 2014;
  • On Autumn-Winter 20132014 completion results;
  • On results of automated data registering system, implementation and organization regarding accident rate and services reliability factor calculation and fixed parameters integrity and accuracy analysis for 6 months of 2014;
  • On data registering system organization for services reliability factor calculation;
  • On JSC Tyumenenergo preparedness to Autumn-Winter 20142015 period.

Payments issued to members of Reliability Committee of the Board of Directors in 2015, thous. RUB

Designation Payments Personal income tax deducted Net payments
Remuneration for participation in the Committee work 636, 00 82, 68 553, 32

Reliability Committee plans for 2015. Industrial activity analysis and evaluation in terms of:

  • Company`s preparedness to autumn-winter period;
  • HSE system organization, injury rate decrease program implementation;
  • Injury risk liquidation plan for JSC Tyumenenergo facilities implementation;
  • Implementation of JSC Tyumenenergo complex program on own and third party personnel injury rate decrease;
  • Industrial safety management system organization;
  • Power facilities operational support level;
  • Accident rate automated data registering system implementation and organization;
  • Company`s KPI target figures for reliability criteria;
  • Assets management system implementation schedule.

Committee on technical connection to the power grids

On March 06, 2009, the Board of Directors of JSC Tyumenenergo decided to establish the Committee of technical connection to power grids under the Board of Directors. The committee is governed by the Regulations on Committee on the technical connection to the power grids under the Board of Directors of JSC Tyumenenergo, approved by the Board of Directors on the 10 February 2009. (Minutes No. 01/09).

The primary goal of the Committee is to ensure openness of activities and non-discriminatory access to the network accession to the power grids of the Company for consumers. The Committee monitors activities of the network connection to the power grids of the Company for consumers, makes proposals for the interaction with customers and improvement of mechanisms for consideration of applications received from consumers, proposals to improve the regulatory framework of the Russian Government and operates with other matters on behalf of the Board of Directors of the Company within its competence.

The Committee consists of minimum five members. Members of the Committee on technical connection to power grids was not re-elected in 2014.

Committee members (positions are given as of election date):

Name Position Period of work in the committee
Aushev Artur Magomedovich Retail Director at JSC Rosseti — Chairman of the Committee 26 July 201329 June 2014
Egoshin Sergey Nikolaevich Acting Deputy General Manager on Technical Issues — Chief Engineer of JSC Tyumenenergo 07 August 201229 June 2014
Masaleva Irina Borisovna Head of Department for Prospective Development and Network Connection at JSC Rosseti 26 July 201329 June 2014
Mylnikov Yury Petrovich Deputy Chairman of the Regional Energy Commission of the Tyumen Region, Khanty-Mansijsk Autonomous District and Yamalo-Nenets Autonomous District 07 August 201229 June 2014
Pyadukhov Dmitry Olegovich Deputy General Manager on Development and Service Realization of JSC Tyumenenergo 07 August 201229 June 2014
Yaskovets Igor Ivanovich Deputy General Manager on Capital Development of JSC Tyumenenergo 26 July 201329 June 2014

No remunerations to Committee of Power Grids Technical Connection members were made in 2014.

Audit committee

On 02 October 2013 the Company`s Board of Directors established the Audit Committee of the Board of Directors of JSC Tyumenenergo (hereinafter — Committee) (Minutes No. 18/13).

The committee is governed by the Regulations on the Audit Committee under Board of Directors of JSC Tyumenenergo approved by the Decision of the Board of Directors (Minutes No. 18/13 dated 02 October 2013).

Number and persons to be included in the Committee are defined by the Board of Directors.

Committee members (positions are given as of election date) elected by Board of Directors of the Company
(Minutes No. 18/13 dated 02 October 2013)

Name Position Period of work in the committee
Varlamov Nikolai Nikolaevich General Director Deputy for Control and Revision at JSC Rosseti — Chairman of the Committee 02 October 201330 July 2014
Lelekova Marina Alekseevna Director of the Department for Internal Audit and Risk Management at OJSC IDGC Holding 02 October 201330 July 2014
Yashcheritsina Yulia Vitalievna Director of the Department for Economic Planning and Budgeting at OJSC IDGC Holding 02 October 201330 July 2014

Committee members (positions are given as of election date) elected by Board of Directors of the Company
(Minutes No. 11/14 dated 04 August 2014)

Name Position Period of work in the committee
Varlamov Nikolai Nikolaevich General Director Deputy for Control and Revision at JSC Rosseti — Chairman of the Committee 31 July 2014 — current
Shmakov Igor Vladimirovich Head of Control and Risks Section of the Department for Internal Audit and Risk Management at JSC Rosseti 31 July 2014 — current
Pankstyanov Yury Nikolayevich Tariff Policy Department Director at JSC Rosseti 31 July 2014 — current
Akimov Leonid Yuryevich Legal Department Director at JSC Rosseti 31 July 2014 — current

The Committee`s purpose is to ensure effective part of Company`s Board of Directors in controlling the financial and operational activities of the Company.

Remunerations to Audit Committee members in 2014 were made in accordance with Regulation on remuneration and compensation to Audit Committee members under JSC Tyumenenergo Board of Directors approved by Board of Directors (Minutes No.25/13 dated 25 December 2013).

Payments issued to members of Audit Committee of the Board of Directors in 2014, thous. RUB

Designation Payments Personal income tax deducted Net payments
Remuneration for participation in the Committee work 214, 8 27, 92 186, 88

The Audit Committee held 10 meetings in 2014, including one meeting by personal attendance. Forty-four issues were reviewed during the meetings. The Committee deals with the Company`s financial (accounting) reporting, internal and external audit, risk management and internal control, ensuring compliance of the Company`s activities to applicable requirements. The structure of issues is presented in below diagram.

Issues reviewed by the Committee in 2014

Issues reviewed by the Committee in <nobr>2014</nobr>

Key issues reviewed by the Audit Committee in 2014:

  • Internal auditor report on risk management system and internal control efficiency (Minutes No.3 dated 24 March 2014);
  • Report of sole executive body on Company`s key risks for the first half of 2014 and entire 2013 (Minutes No.10 dated 22 September 2014, Minutes No. 4 dated 16 April 2014);
  • Quarterly accounting (financial) reporting prepared in accordance with Russian Accounting Standards, and interim and annual reporting prepared in accordance with Russian Accounting Standards and IFRS (Minutes No. 5 dated 29 April 2014, Minutes No. 6 dated 16 May 2014, Minutes No. 8 dated 19 August 2014, Minutes No. 9 dated 29 August 2014, Minutes No. 11 dated 31 October 2014);
  • ITB and bidding terms for external auditor selection (Minutes No. 12 dated 17 December 2014);
  • Internal audit and control unit reports (Minutes No. 11 dated 31 October 2014, Minutes No. 9 dated 29 August 2014, Minutes No. 6 dated 16 May 2014, Minutes No. 3 dated 24 March 2014);
  • Textual information provided by external auditor (Minutes No. 4 dated 16 April 2014, Minutes No. 6 dated 16 May 2014, Minutes No. 12 dated 17 December 2014);
  • Besides, auditor`s resolution validating the Company is accounting (financial) reporting was evaluated (Minutes No.5 dated 29 April 2014).

General Manager is the sole executive body of the Company

The competence of the General Manager includes all issues related to the management of the Company`s current activities, excluding the issues attributed to the competence of the General Meeting of Shareholders or the Board of Directors of the Company.

General Manager is elected by the Company Board of Directors by a majority of the Board of Directors, participating in the meeting.

The provisions of the employment contract including the terms of the vested authority are determined by the Board of Directors of the Company or the person authorised by the Board of Directors of the Company to sign this labour contract in accordance with the Company Charter.

The Board of Directors is entitled to decide at any time to terminating the authority of the General Manager of the Company and to establish new executive bodies.

The remuneration package for the General Manager is determined by the Board of Directors. The remuneration consists of permanent and variable parts, the latter depends on achieving a definite KPI of work of executive bodies and is connected with their personal input into ensuring a long-term development of the Company in the interests of its shareholders.

The indices are understood as a system of financial and non-financial indicators influencing the quantitative and qualitative change of the results towards the strategic goal of the Company.

Mikheev Pavel Aleksandrovich
General Manager of JSC Tyumenenergo

Started his professional career in February 1989 as an electric grid electrician at JSC Tyumenenergo where he worked up to September 1991; from October 1991 to August 1992 was an inspector of Energonadzor at Kirovenergo; August 1992 to March 2003 took a professional career path from an electrician of an emergency team to Director of the Kolagymsk electric grids branch JSC Tyumenenergo; from March 2003 to July 2006 was General Manager of LLC TENCOM, form July 2006 to August 2007 was General Manager — Chief of the Tyumen TPP-3 project LLC Intertekhelectro — Novaya Generatsia; from September 2007 to May 2008 worked as the First Deputy of General Manager OJSC IDGC Ural.

In June 2008 P. A. Mikheev returned to JSC Tyumenenergo as the General Manager Deputy for regional development, later General Manager First Deputy, General Manager Deputy for Technical Issues — Chief Engineer. Beginning with December 24, 2011, the Board of Directors elected Mikheev Pavel Aleksandrovich Acting General Manager of JSC Tyumenenergo.

Approved in capacity of General Manager of JSC Tyumenenergo in February 4, 2013.

He has numerous awards for successful work in electric power industry development, for example an acknowledgement from the Ministry of Energy of the Russian Federation and the Governor of the Tyumen Region; was awarded the Certificate of Honour from the Ministry of Regional Development of the Russian Federation and Letter of Gratitude from the General Manager of OJSC IDGC Holding.

In 2014, he was awarded with a corporate badge “Olympic power facilities reliable operation”.

As General Manager P. A. Mikheev is a member of the Board of Directors of the Company, his biographic data and information on remuneration are published in subsection “Board of Directors”.

Finance and economic activities control bodies

Revision commission of JSC Tyumenenergo

The Revision Commission is a permanent acting body of internal control of the Company exercising control over the Company`s financial and business activity as to its compliance with the legislation of the Russian Federation, the Charter of the Company and internal documents.

The Revision Commission functions in the interests of the shareholder of the Company and is accountable to the General Meeting of Shareholders. In accordance with section 19.1.19 of the Charter of the Company, the size of the Revision Commission is determined as five members.

JSC Tyumenenergo Revision Commission members (positions are given as of election) from 28 June 2013 until 30 June 2014:

  • Bogachev Igor Yurievich
    Leading Expert of Investment Audit Division of Revision and Internal Audit Direction of Internal Audit and Control Department of JSC Rosseti
  • Bunyaeva Maria Viktorovna
    Leading expert of Division for General Audit and Revision of Direction for Revision and Internal Audit of Department for Internal Audit and Control, JSC Rosseti
  • Gaichenya Ivan Alekseevich
    Security Department Director at JSC Rosseti
  • Lelekova Marina Alekseevna
    Director of the Internal Audit and Risk Management Department at JSC Rosseti, Chairman of the Revision Commission
  • Saukh Maksim Mikhailovich
    Head of Corporate Relations Direction of Corporate Management and Shareholder and Investor Relations Department, JSC Rosseti

On 30 June 2014, the Executive Board of JSC Rosseti elected the Revision Commission of JSC Tyumenenergo including the following members (positions are given as of election date):

  • Lelekova Marina Alekseevna
    Director of the Internal Audit and Risk Management Department at JSC Rosseti, Chairman of the Revision Commission
  • Kirillov Artem Nikolayevich
    Leading Expert of Investment Audit Division of Revision and Internal Audit Direction of Internal Audit and Control Department of JSC Rosseti
  • Kabizskina Elena Aleksandrovna
    Deputy head of Revision and Internal Audit Direction of Internal Audit and Control Department of JSC Rosseti
  • Guseva Elena Yuryevna
    Leading Expert of Revision and Internal Audit Direction of Internal Audit and Control Department of JSC Rosseti
  • Malyshev Sergey Vladimirovich
    Leading Expert of Revision and Internal Audit Direction of Internal Audit and Control Department of JSC Rosseti

The Revision Commission members do not own the shares of JSC Tyumenenergo. In 2014, no deals were concluded between the Company and Revision Commission members. The Company did not make any claims against Revision Commission members.

Remuneration is paid in accordance with the Provision on Remuneration and Compensation Paying to the Members of the Revision Commission of JSC Tyumenenergo approved by the annual general meeting of Shareholders of JSC Tyumenenergo of May 6, 2008 (Minute No. 1868 pr/1).

Payments issued to JSC Tyumenenergo Revision Commission members in 2014, RUB

Designation Payments Personal income tax deducted Net payments
Remuneration for participation in the Revision Commission work 742 500 96 525 645 975
Reimbursements 0 0 0
Total 742 500 96 525 645 975

Auditor

In accordance with the requirements of the legislation, the Company shall carry on an annual audit of financial (accounting) reporting. According to Article 10.2 of the Company Charter, the General Meeting of Shareholders annually elects an auditor of the Company in order to revise and approve annual financial (accounting) reporting.

On June 30, 2014, the General Meeting of Shareholders of JSC Tyumenenergo selected Ernst & Young LLC, Moscow as the auditor. Auditor`s Certificate of membership No. 3028 in self-regulating organization (Ministry of Finance of Russian Federation, Order No.455 dated 01 October 2009) Non-commercial partnership “Audit Chamber of Russia”, Certificate of Entry in the Unified State Register of Legal Entities registered prior to July 1st, 2012, OGRN 1027739707203, date of registration December 05th, 2002, series 77 No. 007367150 issued by RF Ministry of Taxes and Assessments.

In accordance with Federal Law “On Audit Activity” Clause 12, the Auditor is completely independent from the Company`s executive bodies.

More details about the Company`s auditor and registrar can be found in “Reference Information” chapter.

In accordance with Company`s Charter, clause 12.1 paragraph 8 the payments to auditor is defined by Board of Directors on 22 August 2014 and made up 3,896, 698.16 RUB including VAT for RAS accounting (financial) reporting audit for 2014 and for IFRS consolidated financial reporting audit effected by JSC Tyumenenergo and Ernst & Young LLC.

In 2014, the Auditor did not provide any non-audit services.