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Annual Report 2015

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Corporate Governance improvement

The Company’s management regularly checks the Articles of Association and internal documents of the Company to ensure their compliance with applicable laws of the Russian Federation and to initiate timely changes as necessary.

June 23, 2015, the annual General Meeting of Shareholders of the Company approved new revisions of the Articles of Association, the Regulations for the General Meeting of Shareholders, the Regulations for the Board of Directors, the Regulations for the Management Board, the Regulations for the Auditing Commission, the Regulations for Payment of Remunerations and Compensations to Members of the Board of Directors, the Regulations for Payment of Remunerations and Compensations to Members of the Auditing Commission.

Most of the amendments introduced into the Articles of Association and the Regulations for the General Meeting of Shareholders were needed to comply with amendments to the Civil Code of the Russian Federation and recommendations of the Corporate Governance Code of the Bank of Russia.

The Regulations for the Board of Directors, the Management Board, and the Auditing Commission were amended following the introduction of the concept of public company to the Civil Code of the Russian Federation.

The new revisions of the Regulations for Payment of Remunerations and Compensations to Members of the Board of Directors and the Auditing Commission provided for a unified approach to the determination of the remuneration for members of the Board of Directors and the Auditing Commission in the electricity distribution sector, taking into account the recommendations of the Corporate Governance Code of the Bank of Russia on payment of the annual remuneration.

In pursuance of generally accepted Russian and international corporate governance principles set out in the Corporate Governance Code and to organise methodologically the process of risk management and internal control, the following internal documents were updated and approved by the Board of Directors:

  • Internal Control Policy of PJSC IDGC of the North-West, a new revision (dated February 29, 2016; minutes No. 197/12);
  • Internal Audit Policy of PJSC IDGC of the North-West, a new revision (dated February 29, 2016; minutes No. 197/12);
  • Risk Management Policy of PJSC IDGC of the North-West (dated March 31, 2016; minutes No. 200/15).

In order to establish a risk management system, the following was approved: the Register of the key operational risks of the Company, the Register of operational risks in the core business processes of the Company with assignment of owners, the Register of operational risks in other business processes of the Company with assignment of owners.

In 2015-2016, the Board of Directors approved a new revision of the Regulations for the Reliability Committee, the Regulations for the Audit Committee, the Regulations for the Personnel and Remuneration Committee of the Board of Directors of PJSC IDGC of the North-West.

In December 2014, pursuant to the decision of the rating committee (Minutes No. 5153 dated December 12, 2014), as made on the basis of management quality analysis, Expert RA Rating Agency assigned a governance quality rating of A++.gq ’The Highest Governance Quality’ to the PJSC IDGC of the North-West which means that the governance system contributes to the maximum observance and protection of rights of the stakeholders.

Factors having a positive effect on the rating:

  • High organisation level of activities of the executive bodies.
  • High level of disclosure of information.
  • igh level of corporate social responsibility.
  • High level of organization of committees of the Board of Directors.
  • High level of cooperation between the corporate management bodies.
  • Moderately high level of organization of the Board of Directors.
  • Availability of quality management certificate ISO 9001 (issued by Russian Register Certification Association, valid through June 27, 2016).

In March 2016, Expert RA Rating Agency confirmed the A++.gq 'The Highest Governance Quality' for PJSC IDGC of the North-West.

With the use of a positive experience of other companies, and through monitoring of laws of the Russian Federation and the advanced standards in the field, the Company will continue working on corporate governance improvement, making appropriate adjustments to its corporate governance system.

Corporate events calendar for 2015
AGMS Meetings of the Board of Directors Meetings of Committees of the Board of Directors:
The Audit Committee Personnel and Remuneration Committee Strategy and Development Committee Grid Connection Committee Reliability Committee
January 1
February 1 1 1 1 1
March 5 2 1 2 2
April 2 2 1 2 1 1
May 3 1 1 1 1
June 1 2 1 1
July 1
August 1 1 1
September 2 1 2 1 1
October 1 1 1 1 1
November 1 1 1 1
December 3 1 1 3 1 1
total 1 23 10 8 13 5 9