Board of Directors↓
Board of Directors elected at the Annual General Shareholders Meeting on May 11, 2011.
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Chairman of the Board of Directors |
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Boris Kovalchuk JSC INTER RAO UES |
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Deputy Chairman of the Board of Directors |
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Ilnar Mirsiyapov JSC INTER RAO UES |
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Members of the Board of Directors |
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Alexander Abramkov, JSC INTER RAO UES |
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Vyacheslav Artamonov, JSC INTER RAO UES |
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Anton Badenkov, JSC INTER RAO UES |
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Alexander Boris, JSC INTER RAO UES |
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Andrey Golovlev, JSC INTER RAO UES |
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Andrey Drachuk System Operator of the United Power System, JSC |
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Pavel Okley JSC INTER RAO UES |
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Maria Ochirova OJSC MMC Norilsk Nickel |
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Yuri Sharov JSC INTER RAO UES |
The following issues come into the competence of the Company Board of Directors:
1) determining priority guidelines of the Company’s activities;
2) convocation of annual and extraordinary General Meetings of the Company Shareholders with the exception of the cases stipulated by paragraph 14.8 of articles 14 of these Articles of Association, as well as declaration of the date of a General Meeting of Shareholders to be held in replacement of the meeting which has not been held due to absence of quorum;
3) adopting the agenda of the Company General Meeting of Shareholders;
4) electing a secretary of the General Meeting of Shareholders;
5) establishment of the date of compiling a list of persons empowered to participate in the General Meeting of Shareholders, solving of other issues relating to preparation and holding of the Company General Meeting of Shareholders;
6) proposing of issues stipulated by subparagraphs 2, 5, 7, 8, 12-21 of paragraph 10.2 of article 10 of these Articles of Association for consideration of the Company General Meeting of Shareholders;
7) placing by the Company of bonds and other issuable securities, with the exception of cases stipulated by the Federal Law “On joint-stock companies” and these Articles of Association;
8) approving of a decision on issuing of securities, securities offering memorandum, a report on results of securities issuing, reports on results of purchasing shares from the Company shareholders, and reports on results of redemption of shares from the Company shareholders;
9) evaluation (pecuniary valuation) of property, offering prices and prices of redemption of issuable securities in cases stipulated by the Federal Law “On joint-stock companies” and also when solving problems stipulated in subparagraphs 11, 21, 22, 37 of paragraph 15.1 of these Articles of Association;
10) purchasing of shares, bonds and other securities placed by the Company in cases stipulated by the Federal Law “On joint-stock companies”;
11) alienation (sale) of the Company shares which the Company has in its possession in the result of purchasing or redeeming them from the Company shareholders, as well as in other cases envisaged by the legislation of the Russian Federation;
12) election of the Company General Director and early termination of his powers;
13) determination of the number of members of the Company Board, election of the Company Board members, early termination of their powers, and determination of remunerations and compensations to be paid out to them;
14) recommendations to the Company General Meeting of Shareholders regarding the amounts of remunerations and compensations to be paid out to the members of the Audit Commission of the Company;
15) recommendations regarding the amount of a dividend on the shares and on the procedure of paying it out;
16) approval of interior documents of the Company, which establish the procedure of setting up and using of the Company funds;
17) making a decision on using the Company funds; approbation of estimates of using means from the special purpose funds and consideration of the results of performing the estimates of using means from the special purpose funds;
18) approbating the Company’s interior documents with the exception of those interior documents approbation of which comes in the competence of the General Meeting of Shareholders, as well as other interior documents approbation of which comes in the competence of the Company executive bodies;
19) approving of an annual/quarterly business plan and the report on the results of its fulfillment, as well as approbation/adjustment of target values of the Company cashflow/budget, or approbation/adjustment of the Company cashflow/budget;
setting up of subsidiaries and opening of representations of the Company, their liquidation, and among other matters introduction into the Company Articles of Association of alterations relating to setting up of subsidiaries, opening of representations of the Company (including changing of the data on the names and locations of the Company subsidiaries and representations) and their liquidation;
on the Company participation in other organizations (on joining the existing organization or setting up of a new organization, including coordination of the constituent documents), as well as (with regard for positions of subparagraph 22 of paragraph 15.1 of article 15 of these Articles of Association) on purchasing, alienating and charging over shares and participation shares in authorized capitals of the organizations where the Company participates, changing of a participation share in the authorized capital of a respective organization, and terminating of the Company participation in other organizations;
taking a decision on making by the Company of one or several transactions on alienation, creation of a mortgage or another creation of a charge:
a) of shares and participation shares of other organizations providing generation, transmission, dispatching, distribution and sales of electric and heat power, as well as repair and servicing activities;
b) of shares and participation shares of other organizations, which do not provide generation, transmission, dispatching, distribution and sales of electric and heat power, as well as repair and servicing activities, when the market value of shares or participation shares being the subject of a transaction, evaluated in compliance with the opinion of an independent appraiser, exceeds 30 million rubles, and also in other cases/amounts determined by special decisions of the Company Board of Directors;
making credit policy of the Company in terms of granting by the Company of loans, making credit agreements and loan agreements, issue of bails, undertaking obligations on a bill (issue of a promissory note and bill of exchange), creation of a mortgage and taking a decision on the Company’s making of the above-said transactions in cases when the procedure of taking decisions on them has not been determined by the Company credit policy;
approving of major transactions in cases stipulated by chapter 10 of the Federal Law “On joint-stock companies”;
approving of transactions stipulated by chapter 11 of the Federal Law “On joint-stock companies”;
electing of the Chairman of the Company Board of Directors and early termination of his powers;
electing of the Deputy Chairman of the Company Board of Directors and early termination of his powers;
electing of the Secretary of the Company Board of Directors and early termination of his powers;
preliminary approbation of the decisions on making by the Company the following transactions in cases/quantities to be determined by special decisions of the Company Board of Directors, as well as if the above-said cases/quantities have not been determined by the Company Board of Directors:a) transactions relating to transfer without compensation of the Company’s property or property rights/claims to themselves or to a third person;
b) transactions relating to relief from property liability regarding themselves or a third person;
c) transactions relating to rendering by the Company services/performance of works to third persons without compensation;
taking a decision on suspending of powers of the managing organization/director;
taking a decision on appointment of an acting General Director of the Company in cases stipulated by paragraphs 20.8, 20.9 of article 20 of these Articles of Association;
bringing to disciplinary responsibility of the General Director and members of the Company Board, and giving them incentives in compliance with the labor laws of the Russian Federation;20) considering of report of the General Director on the Company activities (among others on his performance of his job duties), on meeting the decisions of the General Meeting of Shareholders and Board of Directors of the Company;
21) approving of the procedure for interaction of the Company with organizations in which the Company participates;
22) determining of the position of the Company (representatives of the Company) on the following issues of agendas of general meetings of shareholders/members and sessions of boards of directors of affiliated and dependent business companies (hereinafter ADCs), including assignment to participate or not to participate in voting on items of the agenda, to vote on daft decisions “for”, “against” or to “abstain from voting”:
a) on determining of the agenda of the general meeting of an ADC shareholders/members;
b) on reorganization of an ADC;
c) on liquidation of an ADC;
d) on determining of the number of members of an ADC Board of Directors, nominating and electing of its members and early termination of their powers;
e) on determining of the number, nominal value, category (type) of authorized stocks of an ADC and the rights granted by these shares;
f) on expansion of an ADC’s authorized capital through an increase of the shares nominal value or through placing of additional shares;
g) on placing of an ADC’s securities convertible into common shares;
h) on split-up and reverse split of ADC’s shares;
i) on approval of major transactions made by ADCs;
k) on participating of an ADC in other organizations (on joining the existing organization or setting up of a new organization), as well as on purchasing, alienating and charging over shares and participation shares in authorized capitals of the organizations where the Company participates, on changing of a participation share in the authorized capital of a respective organization;
l) on transactions to be made by an ADC (including several interrelated transactions) with the property comprising fixed assets, intangible assets, objects being in the process of construction the purpose of making use of which is generation, transmission, dispatching and distributing of electric and heat energy in cases/quantities to be determined by the Company Board of Directors approved procedure of interacting of the Company with the organizations in which the Company participates;
m) on election of the Chairman of the Board of Directors and early termination of his powers;
n) on election of the General Director of an ADC and early termination of his powers;
o) on outlining the terms of a labor contract with the General Director of an ADC, or on nominating a person to be empowered by the Board of Directors of the ADC to specify the terms of the labor contract with the General Director of the ADC and signing the labor contract with the General Director of the ADC;
p) on introducing alterations and amendments into the constituent documents of an ADC;
q) on specifying a procedure of payment of remunerations to the members of the Board of Directors and auditing commission of an ADC;
r) defining guidelines of provision of insurance coverage of an ADC including approval of an insurer for the ADC;
s) adoption of the annual/quarterly business plan and the report on the results of its fulfillment, as well as approbation/adjustment of target values of the cashflow/budget of an ADC, or approbation/adjustment of the cashflow/budget of an ADC.
23) positioning of the Company/representatives of the Company on the following issues of agendas of sessions of Boards of Directors of ADCs (including assignment to participate or not to participate in voting on items of the agenda, to vote on daft decisions “for”, “against” or to “abstain from voting”):
a) on positioning of ADCs representatives on items of the agendas of general meetings of shareholders/members and sessions of Boards of Directors of ADCs’ affiliated and dependent companies in regard to making/approving transactions (including several interdependent transactions) relating to alienation of property or to the opportunity of alienation of property comprising fixed assets, intangible assets, objects being in the process of construction, the purpose of making use of which is production, transmission, dispatching and distributing of electric and heat energy in cases/quantities determined by the procedure – to be approved by the Company Board of Directors – of the Company interaction with the organizations, and where the Company participates;
b) on positioning of ADCs representatives on items of the agendas of general meetings of shareholders/members, and sessions of board of directors of ADCs’ affiliated and dependent companies involved in production, transmission, dispatching, distributing and sales of electric and heat energy, on reorganization, liquidation, expansion of the authorized capital of such companies through an increase of the nominal value of shares or by placing of additional shares, placing of securities convertible into common shares;
24) preliminary approval of decisions on making:
25)a) transactions the subject of which are the Company’s non-current assets rating from 10 to 25 percent of the book value of the Company’s non-current assets as of the date of making a decision on such a transaction;
26)b) transactions (including several interrelated transactions) the subject of which is the property the value of which rates from 10 to 25 percent of the book value of the Company’s non-current assets as of the date of making a decision on such a transaction;
27)c) transactions (including several interrelated transactions) with the property comprising fixed assets, intangible assets, objects being in the process of construction the purpose of making use of which is production, transmission, dispatching and distributing of electric and heat energy in cases/quantities to be determined by special decisions of Company Board of Directors;
28) taking decisions on the Company’s nominating persons to be elected for the position of a sole executive body, to other management bodies, control bodies as well as in regard to nominees for auditors of the organizations where the Company participates;
29) defining guidelines for provision of the company insurance coverage including approving the Company’s Insurer;
30) building up of committees of the Company Board of Directors, approbation of provisions on committees under the Company Board of Directors;
31) approving of an independent appraiser/appraisers for determination of value of shares, property and other assets of the Company in cases stipulated by the Federal Law “On joint-stock companies”, these Articles of Association, and special decisions to be made by the Company Board of Directors;
32) approving of the organizational framework of the Company executive bodies, and introduction of changes into it;
33) approving of nominees for various positions in the Company executive bodies determined by the Company Board of Directors;
34) preliminary adoption of a collective agreement, accords made by the Company within the framework of regulating social and labor relations;
35) approving of financial adviser to be engaged in compliance with the Federal law “On securities market”;
36) based on these Articles of Association, solving of issues relating to preparation and holding of general meetings of the companies to be set up as the result of the Company reorganization in the form of spin-off or demerger;
37) approving of a registrar of the Company and terms and conditions of an agreement with him as well as cancellation of such an agreement;
38) other issues assumed by the Federal Law “On joint-stock companies” and these Articles of Association to be within the competence of the Board of Directors.
15.1. Issues coming into the competence of the Company Board of Directors may not be given for consideration of the General Director and Board of the Company.
15.2. While exercising their rights and discharging their duties, members of the Board of Directors shall act in the interests of the Company, exercise their rights and discharge their duties regarding the Company in good faith and reasonably.
15.3. Members of the Board of Directors shall be accountable to the Company for the losses caused to the Company by their wrongful acts (acts of omission), unless other grounds of responsibility and the amount of recovery are established by federal laws.
At the same time, members of the Board of Directors who have voted against the decision which caused to the Company losses, or those who have not participated in such voting, shall not bear responsibility.