Board of Directors

Members of the Board of Directors

According to clause 16.1 of the Articles of Association the Board of Directors consist of 13 members elected by the General Meeting of Shareholders. In 2015 there were two compositions of the Board of Directors.

In the period up to 24 June 2015 the Board of Directors was presented by following 13 members: O.M. Budargin, A.A. Gavrilenko, S.V. Grischenko, A.A. Demin, A.A. Kokin, V.M. Kravchenko, S.Y. Lebedev, P.A. Livinsky, O.V. Shatokhina, J.N. Mangarov, S.A. Nikitin, A.V. Nuzhdov, P.A. Sinyutin.

By the Decision of the General Meeting of Shareholders of 24 June 2015 new Board of Directors members were elected: O.M. Budargin, A.A. Gavrilenko, S.V. Grishchenko, A.A. Demin, A.A. Kokin, V.M. Kravchenko, S.Y. Lebedev, P.A. Livinsky, D.A. Malkov, Y.N. Mangarov, S.A. Nikitin, A.V. Nuzhdov, P.A. Sinyutin.

Consent for disclosure of this information in the Annual Report was obtained.

Composition of the Board of Directors Acting from June 24, 2015

Budargin, Oleg Mikhailovich
Chairman, of the Management Board at PJSC «Rosseti», Director General at PJSC «Rosseti»
((Chairman, Board of Directors))

Birth year 1960

Information on education
Norilsk Industrial Institute, specialization: Industrial and Civil Construction

Date of first election to the BD
27.08.2012

Number of times the nominee
5

Presence in Committee assigned to the BD
-

Number of shares in Company / SCC of the Company
0/0

Gavrilenko, Anatoliy Anatolievich
Director General at Closed Joint Stock Company Leader (Management of pension fund assets)

Birth year 1972

Information on education
Lomonosov Moscow State University, specialization: Economical Cybernetics, qualification Economist — mathematician;
Lomonosov Moscow State University, specialization: Jurisprudence , qualification: Lawyer

Date of first election to the BD
28.02.2005

Number of times the nominee
13

Presence in Committee assigned to the BD
Personnel and Remuneration Committeee

Number of shares in Company / SCC of the Company
0/0

Grischenko, Sergey Valentinovich
Deputy Head of Division of Direct Investments at GPB (PJSC)

Birth year 1972

Information on education
Moscow State Institute of International Relations University of the MFA of Russia, 1994, jurisprudence, international lawyer with knowledge of foreign language

Date of first election to the BD
05.06.2008

Number of times the nominee
6

Presence in Committee assigned to the BD
Strategy and Development Committee, Audit Committee, Personnel and Remuneration Committee

Number of shares in Company / SCC of the Company
0/0

Demin, Andrey Alexandrovich
Member of the Management Board at PJSC “Rosseti”

Birth year 1974

Information on education
Zaporizhzhya National University
Zaporizhzhya Institute of Economics and Information Technologies

Date of first election to the BD
13.03.2014

Number of times the nominee
3

Presence in Committee assigned to the BD
Strategy and Development Committee, Audit Committee

Number of shares in Company / SCC of the Company
0/0

Kravchenko, Vyacheslav Mikhailovich
Deputy Minister of Energy of the Russian Federation

Birth year 1967

Information on education
Lomonosov Moscow State University, 1995, jurisprudence

Date of first election to the BD
13.03.2014

Number of times the nominee
3

Presence in Committee assigned to the BD
-

Number of shares in Company / SCC of the Company
0/0

Livinsky, Pavel Anatolievich
РHead of Moscow Department of Fuel and Energy

Birth year 1980

Information on education
Lomonosov Moscow State University, specialization: Economics

Date of first election to the BD
26.06.2013

Number of times the nominee
4

Presence in Committee assigned to the BD
-

Number of shares in Company / SCC of the Company
0/0

Nikitin, Sergey Alexandrovich
Deputy Director General — Head of Corporate Control Division at Closed Joint Stock Company Leader (Management of pension fund assets)

Birth year 1968

Information on education
Bauman Moscow State Technical University, specialization: design and production of radio electronic equipment;
State University — Higher School of Economics, specialization: Finances and Credit.

Date of first election to the BD
26.06.2013

Number of times the nominee
4

Presence in Committee assigned to the BD
Комитет по стратегии и развитию, Комитет по аудиту

Number of shares in Company / SCC of the Company
0/0

Nuzhdov, Aleksey Victorovichh
Deputy Director General for Investments and Relations with Public Authorities at Closed Joint Stock Company Leader (Management of pension fund assets)

Birth year 1968

Information on education
Saratov Military Academy affiliated to Internal Troops of the Ministry for Internal Affairs named after F. I. Dzerdzhinskiy

Date of first election to the BD
30.06.2010

Number of times the nominee
9

Presence in Committee assigned to the BD
Strategy and Development Committee, Audit Committee

Number of shares in Company / SCC of the Company
0/0

Kokin, Andrey Anatolievich
Director General at Limited Liability Company “Stroi Capital”

Birth year 1970

Information on education
Voznesensky University of Economics and Finances (Saint Petersburg), Department of International Financial Relations, Economist

Date of first election to the BD
26.06.2006

Number of times the nominee
5

Presence in Committee assigned to the BD
Комитет по аудиту

Number of shares in Company / SCC of the Company
0/0

Lebedev, Sergey Yurievich
Director of the Division of Strategic Projects at PJSC «Rosseti»

Birth year 1967

Information on education
Lomonosov Moscow State University, 2001, finances and credit, Master of Economics

Date of first election to the BD
13.03.2014

Number of times the nominee
3

Presence in Committee assigned to the BD
Strategy and Development Committee, Audit Committee, Personnel and Remuneration Committee

Number of shares in Company / SCC of the Company
0/0

Sinyutin, Petr Alekseevich
Director General at PJSC MOESK

Birth year 1962

Information on education
Chelyabinsk Polytechnic Institute, specialization: Electric Engineer
Russian Presidential Academy of National Economy and Public Administration, specialization: Public and Municipal Administration

Date of first election to the BD
26.06.2013

Number of times the nominee
4

Presence in Committee assigned to the BD
Strategy and Development Committee

Number of shares in Company / SCC of the Company
0/0

Mangarov, Yuriy Nikolaevich
Advisor at PJSC «Rosseti»

Birth year 1956

Information on education
Plekhanov Russian University of Economics: Economical Cybernetics, economist — mathematician.

Date of first election to the BD
24.06.2014

Number of times the nominee
2

Presence in Committee assigned to the BD
Personnel and Remuneration Committee, Audit Committee

Number of shares in Company / SCC of the Company
0/0

Malkov, Denis Alexandrovich
Director of the Division of Electric Power Balance and Metering at PJSC «Rosseti»

Birth year 1974

Information on education
Ural State Technical University — Yeltsin Polytechnic Institute

Date of first election to the BD
24.06.2015

Number of times the nominee
1

Presence in Committee assigned to the BD
Audit Committee, Personnel and Remuneration Committee

Number of shares in Company / SCC of the Company
0/0

Approval of Transactions of Interest and Large Transactions

In 2015, the Company executed 48 transactions which in accordance with the Federal Law On Joint-Stock Companies are recognized as transactions of interest and which were approved by the Board of Directors.

In 2015, the Company did not execute large transactions which require prior approval of the Board of Directors.

Average Rate of Attendance of the Board of Directors Meetings by the Members of the Board of Directors

Category 2013 2014 2015
Total number of the Meetings of the Board of Directors, ea., including: 28  32  25
physical 4
Average attendance rate, % 92.6  94.8  92

Secretary of the Board of Directors

Technical support (provision of information, documents, preparation of meetings, secretarial support) of the daily activities of the Board of Directors is provided by the Secretary of the Company’s Board of Directors (Secretariat of the Board of Directors) acting by virtue of the Company’s Articles of Association, Regulations on the Board of Directors, Regulations on the Secretary (Secretariat) of the Board of Directors, other internal documents of the Company and in compliance with the orders of the Chairman of the Board of Directors.

The Chairman of the Board of Directors ensures coordinated and prompt work of the Board of Directors members with the Company shareholders and their representatives, with executive body of the Company, managers and employees of the Company divisions in order to ensure efficient operation of the Board of Directors.

According to clause 4.1. of the Regulations on the Company’s Board of Directors, the Secretary of the Board of Directors shall be elected by the members of the Company’s Board of Directors by the majority of votes cast by the members attending the BD meeting.

Currently, in compliance with the corresponding resolution of the Board of Directors dated June 29, 2015 (Minutes No. 264 dated June 29, 2015), Aleksey Nikolaevich Svirin, Deputy Director of the Division of Corporate Governance and Shareholder Relations, is elected to the position of the Secretary of PJSC MOESK Board of Directors.

Remuneration Paid to the Members of the Board of Directors

Remuneration to the members of the Board of Directors shall be paid in compliance with the Regulations on Remuneration and Compensations for the Members of PJSC MOESK Board of Directors1.

In 2015, the amount of paid to the members of the Board of Directors was 22,731,347 rubles without Personal Income Tax, which is 57.6% lower than the remuneration amount paid in 2014. The decrease in the amount of remuneration is attributable to approval of the new Regulations on Remuneration and Compensations for the Members of PJSC MOESK Board of Directors on June 24, 2015 and to the decrease in the number of members in the Board of Directors who received remuneration. The new revision of the Regulations amends the procedure for payment of remuneration for attendance to the members of the Board of Directors and provides for onetime payment of remuneration based on the work results over the period from the date of the candidate election to the Board of Directors until election of the new composition of the Board of Directors.

Remuneration Paid to the Members of the Board of Directors (with Breakdown to Remuneration Types)

Category 2013 2014 2015
Remuneration, RUB, without PIT (total), including: 32,269,337 39,457,285 22,731,347
for attendance of meetings 10,081,824 15,288,336 7,868,022
Additional remuneration (total), including: 22,187,513 24,168,949 14,863,325
for net profit indicator 22,187,513 24,168,949 14,863,325
for increase in the volume of market capitalization 0 0

Education of Members of the Board of Directors

Education at the cost of the Company was received by only one member of the Board of Directors: Director General of PJSC MOESK P. A. Sinyutin. More detailed information is presented in the section on the Director General.

1 Approved by the Resolution of the General Meeting of Shareholders dated June 24, 2015 (minutes No. 17 dated June 29, 2015).

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