• 5.1. Details of the Structure and Jurisdiction of the Issuer’s Management Bodies
  • Quarterly report public Joint Stock Company rosseti issuer Code: 55385-E




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    4.8. Competitors of the Issuer


    Due to the particularities of operations of PJSC ROSSETI as a company engaged in corporate management of electric grid companies, PJSC ROSSETI has no competitors.

    In accordance with applicable laws, the ROSSETI Group’s grid companies are natural monopolies and have no direct competitors.

    Section V. Detailed Information Concerning Individual Members of the Issuer’s Management Bodies, the Issuer’s Bodies Controlling Its Financial and Economic Activities and Brief Information Concerning the Issuer’s Employees (Personnel)

    5.1. Details of the Structure and Jurisdiction of the Issuer’s Management Bodies


    Full description of the structure of the issuer’s management bodies and their jurisdiction as specified in the Articles of Association (constitutive documents) of the issuer:

    In accordance with the Company’s Articles of Association, the management bodies of the Company are as follows:

    - General Meeting of Shareholders;

    - Board of Directors of the Company;

    - Management Board of the Company (collegial executive body);

    - Director General of the Company (sole executive body).


    The Company’s highest management body is the General Meeting of Shareholders.

    As specified in Article 10 of the Company’s Articles of Association, the competence of the General Meeting of Shareholders shall include the following issues:
    1) amendments and supplements to the Company’s Articles of Association or approval of a restated version of the Company’s Articles of Association;

    2) reorganization of the Company in accordance with the procedure provided for in federal law and these Articles of Association;

    3) liquidation of the Company, appointment of a liquidation commission, and approval of an interim and final liquidation balance sheets;

    4) election of members of the Company’s Board of Directors and early termination of their powers, determination of the size of remuneration and compensation for members of the Company’s Board of Directors;

    5) determination of the quantity, par value, category (type) of authorized shares and rights attaching thereto;

    6) increase in the Company’s authorized capital by raising the par value of the shares or by placing additional shares of the Company where specified in these Articles of Association;

    7) decrease in the Company’s authorized capital by reducing the par value of the shares, by the Company’s purchase of some shares in order to reduce their total quantity, and by retirement of the shares acquired or bought back by the Company;

    8) election of members of the Company’s Internal Audit Commission and early termination of their powers, determination of the size of remuneration and compensation for members of the Company’s Internal Audit Commission;

    9) approval of the Company’s Auditor;

    10) approval of annual reports, annual financial statements, including profit and loss statements (profit and loss accounts) of the Company; distribution of profits, including payment (declaration) of dividends except for any profits distributed as dividends based on the results of the first quarter, half, or nine months of the financial year, and losses of the Company for the financial year;

    11) establishment of the procedure for holding the General Meeting of Shareholders;

    12) share splitting and consolidation;

    13) decisions to authorize transactions as specified in Article 83 of the Federal Law “On Joint-Stock Companies”;

    14) decisions to authorize major transactions as specified in Article 79 of the Federal Law “On Joint-Stock Companies”;

    15) decisions on the Company’s participation in financial industrial groups, associations, and other groupings of commercial entities;

    16) approval of internal documents governing the activities of the Company’s bodies;

    17) payment (declaration) of dividends based on the results of the first quarter, half, or nine months of the financial year;

    18) decisions on any application for the delisting of the Company’s shares and/or the Company’s issue-grade securities convertible into its shares;



    19) other issues specified in the Federal Law “On Joint-Stock Companies.”
    Issues falling within the competence of the General Meeting of Shareholders may not be delegated to the Board of Directors of the Company, the Management Board of the Company, and the Director General of the Company.

    The General Meeting of Shareholders shall not be entitled to discuss or adopt decisions on any issues falling beyond its competence as specified in the Federal Law “On Joint-Stock Companies.”
    The Company’s Board of Directors is the collegial management body controlling the activities of the Company’s sole executive body and performing other functions assigned to the Board of Directors under the law or the Company’s Articles of Association. The competence of the Company’s Board of Directors shall include the general management of the Company’s activities except for any issues that, in accordance with the Articles of Association of the Company, fall within the competence of the General Meeting of Shareholders.

    The competence of the Board of Directors shall include the following issues (Article 11 of the Articles of Association):

    1. determine the priority areas of the Company’s activities;

    2. convene the Annual and Extraordinary General Meetings of Shareholders, except where otherwise specified in paragraph 10.7.8 of these Articles of Association;

    3. approve the agenda of the General Meeting of Shareholders;

    4. define the date of the list of the persons entitled to participate in the General Meeting of Shareholders, and other matters falling within the competence of the Company’s Board of Directors in accordance with the provisions of Chapter VII of the Federal Law “On Joint-Stock Companies” and associated with the preparation and holding of the General Meeting of Shareholders;

    5. submit for review by the General Meeting of Shareholders the issues specified in subparagraphs 2, 6, and 12–16 of paragraph 10.2 of these Articles of Association, the issue related to a decrease in the authorized capital of the Company by reducing the par value of shares, and the issue in relation to determining the date of the list of the persons entitled to dividends;

    6. increase the authorized capital of the Company by means of the Company’s placement of additional shares where specified in these Articles of Association;

    7. approve decisions on the issue (additional issue) of securities, issue prospectus, report on the issue of securities; approve reports on the purchase of shares from the Company’s shareholders, reports on the retirement of shares, and reports on the Company’s shareholders’ requests to purchase their shares;

    8. decide on the Company’s placement of additional shares into which the Company’s outstanding preference shares of a certain type are converted, which shares are convertible into ordinary or preference shares of other types, provided that such placement does not involve any increase in the Company’s authorized capital, on the Company’s placement of bonds, including the approval of a bond program (the first part of a decision on the issue of bonds) containing the generally determined rights of bondholders and other general terms and conditions of one or more bond issues, and on the Company’s placement of other issue-grade securities except for shares;

    9. determine the value (money value) of the property and the offering price, or the procedure for determining the offering price, and the buyback price of issue-grade securities where specified in the Federal Law “On Joint-Stock Companies”;

    10. acquire shares, bonds, and other issue-grade securities placed by the Company where specified in the Federal Law “On Joint-Stock Companies”;

    11. appoint the person authorized to define the terms and conditions and sign the employment contracts with the Company’s Director General and the members of the Company’s Management Board;

    12. make recommendations concerning the size of remuneration and compensation payable to members of the Company’s Internal Audit Commission and set the size of the Auditor’s fees;

    13. make recommendations as to the size of dividends on shares and the procedure for dividend payment;

    14. prescribe the procedure for forming and using the Company’s funds;

    15. approve the Company’s internal documents, except for internal documents that, in accordance with these Articles of Association, shall be approved by the General Meeting of Shareholders or the Company’s executive bodies;

    16. set up (liquidate) branch offices and open (liquidate) representative offices of the Company; amend the Company’s Articles of Association accordingly;

    17. decide on the Company’s participation in other organizations except for those specified in paragraph 10.2.15 of these Articles of Association (on joining an operating organization or establishing a new organization) and on the acquisition, disposal, and encumbrance of their shares and stakes and change in the ownership interest in the said organizations;

    18. authorize major transactions as specified in Chapter X of the Federal Law “On Joint-Stock Companies”;

    19. authorize transactions specified in Chapter XI of the Federal Law “On Joint-Stock Companies”;

    20. define a policy and adopt decisions concerning the obtaining and granting (extending) of loans, advances, guarantees, pledges and suretyship in accordance with the procedure defined by the Company’s Board of Directors;

    21. approve the procedure for the Company’s interaction with economic entities whose shares and stakes are held by the Company (“Interaction Procedure”) and adopt decisions falling within its competence in accordance therewith;

    22. define the position of the Company (representatives of the Company), including instructions to participate or not participate in voting on the items on the agenda, vote for or against or abstain from voting, on the following items on the agendas of general meetings of shareholders (members) of subsidiaries and dependent companies (“SDCs”) and meetings of boards of directors of SDCs, including for the purposes of the Company controlling the decisions adopted by subsidiaries and dependent companies of SDCs:

    a) define agendas of General Meetings of Shareholders (Members) of SDCs;

    b) reorganize or liquidate SDCs;

    c) determine the number of members of the boards of directors of SDCs, nominate and elect such members and decide on early termination of their powers;

    d) determine the quantity, par value, category (type) of the authorized shares of SDCs and rights attaching thereto;

    e) increase the authorized capital of SDCs by increasing the par value of shares or placing additional shares;

    f) place SDCs’ securities convertible into ordinary shares;

    g) decide on the splitting and consolidation of SDCs’ shares;

    h) approve major transactions entered into by SDCs;

    i) decide on participation of SDCs in other organizations (on joining an operating organization or establishing a new organization) and (subject to the provisions of subparagraphs “j” and “k”) on the acquisition, disposal, and encumbrance of shares and stakes in the authorized capital of organizations in which SDCs participate, and on the change in the ownership interest in the relevant organization;

    j) decide on entering into transactions by SDCs (including acquiring, disposing of, pledging or otherwise encumbering by entering into one or more associated transactions) in relation to shares and stakes in subsidiaries and dependent companies of SDCs which are engaged in the generation, transmission, dispatching, distribution, and sale of electricity and heat, irrespective of the number of shares (amount of interests in the authorized capital) of such companies;

    k) decide on entering into transactions by SDCs (including acquiring, disposing of, pledging or otherwise encumbering by entering into one or more associated transactions) in relation to shares and stakes in subsidiaries and dependent companies of SDCs which are not engaged in the generation, transmission, dispatching, distribution, or sale of electricity and heat;

    l) decide on entering into transactions by SDCs (including several associated transactions) in relation to the acquisition, disposal, or possible disposal of the property that is capital assets, intangible assets, and construction-in-progress facilities intended for the generation, transmission, dispatching, and distribution of electricity and heat;

    m) decide on entering into transactions by SDCs (including several associated transactions) in relation to the acquisition, disposal, or possible disposal of the property that is capital assets, intangible assets, and construction-in-progress facilities not intended for the generation, transmission, dispatching, or distribution of electricity and heat;

    n) define the position of SDCs’ representatives on the items on the agendas of general meetings of shareholders (members) and meetings of the boards of directors of subsidiaries and dependent companies of SDCs in relation to entering into (approving) transactions (including several associated transactions) connected with the acquisition, disposal, or possible disposal of the property that is capital assets, intangible assets, and construction-in-progress facilities intended for the generation, transmission, dispatching, and distribution of electricity and heat;

    o) define the position of SDCs’ representatives on the items on the agendas of general meetings of shareholders of (members) and meetings of the boards of directors of subsidiaries and dependent companies of SDCs engaged in the generation, transmission, dispatching, distribution, and sale of electricity and heat with respect to the reorganization of, liquidation of, and increase in the authorized capital of such companies by increasing the par value of the shares or by placing additional shares, and placing of securities convertible into ordinary shares.

    The Board of Directors of the Company shall adopt decisions on issues provided for in items “i,” “k,” “l,” “m,” and “n” of subparagraph 22 of paragraph 11.1 of Article 11 of these Articles of Association in the instances (to the extent) defined by the Interaction Procedure approved by the Board of Directors of the Company in accordance with subparagraph 21 of paragraph 11.1 of Article 11 of these Articles of Association.

    In the absence of any decision adopted by the Board of Directors of the Company to define the position of the Company (representatives of the Company) on such items on the agendas of meetings of SDCs’ management bodies as specified in subparagraph 22 of paragraph 11.1 of Article 11 of these Articles of Association, the Company’s representative shall vote “against” or forbear from voting on items on the agendas of meetings of SDCs’ management bodies.

    The Board of Directors of the Company is not required to decide on defining the position of the Company (representatives of the Company) on such items on the agendas of meetings of SDCs’ management bodies as specified in subparagraph 22 of paragraph 11.1 of Article 11 of these Articles of Association if the size of any stake held by the Company in SDCs or the number of the Company’s representatives in SDCs’ management bodies does not allow the Company to influence the decisions adopted by SDCs’ management bodies.

    In the event that any issues are required to be included on the agenda of annual general meetings of shareholders (members) of SDCs under law and in the event that any issues are required to be included on the agenda of annual general meetings of shareholders (members) of SDCs as requested by internal audit commissions of SDCs, auditors of SDCs, and shareholders of SDCs, then the Board of Directors of the Company is not required to decide on defining the position of the Company (representatives of the Company) on the issue specified in item “a” of subparagraph 22 of paragraph 11.1 of Article 11 of these Articles of Association.

    1. give prior approval to decisions to enter into transactions involving the Company’s non-current assets constituting from ten (10) percent to twenty-five (25) percent of the book value of such assets according to the accounting statements as of the latest reporting date;

    2. give prior approval to decisions on the Company entering into transactions (including several associated transactions) in connection with the disposal or possible disposal of the property that is capital assets, intangible assets, and construction-in-progress facilities intended for the generation, transmission, dispatching, and distribution of electricity and heat in the instances (to the extent) defined by separate decisions of the Board of Directors of the Company;

    3. give prior approval to decisions on the Company entering into transactions (including several associated transactions) in connection with the disposal or possible disposal of the property that is capital assets, intangible assets, and construction-in-progress facilities not intended for the generation, transmission, dispatching, or distribution of electricity and heat in the instances (to the extent) defined by separate decisions of the Board of Directors of the Company;

    4. approve the Company’s registrar and the terms and conditions of the contract therewith and the termination thereof;

    5. decide on the election (appointment) of the Company’s Director General and the members of the Company’s Management Board and on the early termination of their powers;

    6. approve and change the organizational structure of the Company's executive arm (Director General, members of the Management Board, Departments);

    7. give consent to nominations for the Deputy Director General and the Chief Accountant of the Company;

    8. decide on the suspension of the powers of a management organization (manager);

    9. decide on the acquisition of the Company’s own shares as provided for in law and on the disposal of the Company’s treasury shares;

    10. review the consolidated investment program of the Holding Company;

    11. review the consolidated income and expenditure budget of the Holding Company;

    12. approve the system of key performance indicators for the Director General of the Company;

    13. make an application for the listing of the Company’s shares and/or the Company’s issue-grade securities convertible into its shares;

    14. establish the Committees of the Company’s Board of Directors, appoint members of the Committees of the Company’s Board of Directors, elect the Chairmen of the Committees of the Company’s Board of Directors, and approve the Regulations for the Committees of the Company’s Board of Directors (including the approval of amendments and supplements thereto and restated versions of the Regulations);

    15. give consent to the appointment and dismissal of the Company’s Corporate Secretary, decide on additional remuneration paid to the Corporate Secretary, and approve the Regulations for the Corporate Secretary of the Company;

    16. approve uniform standards, regulations, and other documents related to the electric power industry with respect to various areas of the Company’s activities;

    17. review on an annual basis the reports of the Director General and the Management Board on the organization, functioning, and effectiveness of the risk management and internal control system, evaluate the functioning of this system, and formulate recommendations for its improvement;

    18. approve the risk management and internal control policies of the Company;

    19. approve the internal audit policy of the Company;

    20. approve the Internal Audit Action Plan and the budget of the internal audit division;

    21. give consent to the appointment and dismissal of the chief internal audit executive and determine his or her remuneration;

    22. examine substantial constraints on the powers of the internal audit division or any other constraints that can adversely affect internal audit;

    23. resolve other issues specified in the Federal Law “On Joint-Stock Companies” and the Company’s Articles of Association.

    Issues falling within the competence of the Company’s Board of Directors may not be delegated to executive bodies.
    The collegial executive body, the Management Board of the Company, and the sole executive body, the Director General of the Company, shall be in charge of the Company’s day-to-day activities.
    The Management Board of the Company shall be the Company’s collegial executive body.

    The competence of the Management Board shall include the following issues (Article 13 of the Articles of Association):

    1. develop the priority areas of the Company’s activities and long-term implementation plans and submit them for approval by the Board of Directors;

    2. prepare a report on the Company’s financial and economic activities and on the organization, functioning, and effectiveness of the Company’s risk management and internal control system;

    3. exercise the powers of general meetings of shareholders (members) of the Company’s wholly-owned SDCs;

    4. nominate persons as chairmen of boards of directors, sole executive bodies, and the Company’s representatives on boards of directors and in internal audit commissions of organizations of any legal form of ownership in which the Company participates (except where the functions of general meetings of shareholders of SDCs are performed by the Company’s Management Board and except where (with respect to nominating persons as chairmen of boards of directors and sole executive bodies of SDCs) the size of any stake (interest) held by the Company in SDCs or the number of votes of any nonprofit organizations to which the Company is entitled does not allow the Company to influence the decisions adopted by SDCs’ or nonprofit organizations’ management bodies on the election of chairmen of boards of directors and sole executive bodies of SDCs and nonprofit organizations from among the persons nominated by the Company);

    5. define the position of the Company (the Company’s representatives), including the instructions to vote or not to vote on any issues on the agendas of general meetings of shareholders and meetings of boards of directors of SDCs provided for in subparagraphs “i,” “k,” “l,” “m,” and “n” of paragraph 11.1.22 of these Articles of Association, unless, pursuant to the Interaction Procedure, the Company’s Board of Directors shall decide on such issues;

    6. resolve other issues related to the Company’s activities pursuant to decisions adopted by the General Meeting of Shareholders or the Board of Directors, and other issues submitted by the Company’s Director General for its review.


    The members of the Management Board shall act to the benefit of the Company and exercise their rights and perform their obligations in good faith, reasonably, and in the best way to the benefit of the Company.
    The Director General of the Company shall be in charge of the Company’s day-to-day activities pursuant to decisions adopted by the General Meeting of Shareholders and the Board of Directors of the Company within their competence.

    The competence of the Director General of the Company shall include all matters related to the management of the Company’s day-to-day activities, except for any issues falling within the competence of the General Meeting of Shareholders, the Board of Directors, or the Management Board of the Company.



    The Director General of the Company shall act on behalf of the Company without a power of attorney, including subject to the restrictions specified in the applicable laws, these Articles of Association, and decisions adopted by the Company’s Board of Directors:

    1. ensure the implementation of the Company’s action plans necessary to attain its objectives;

    2. arrange for keeping the Company’s records and accounts;

    3. dispose of the Company’s property, enter into transactions on behalf of the Company, issue powers of attorney, and open the Company’s settlement and other accounts with banks and other credit institutions (and, as provided for in law, with organizations that are professional securities market participants) except where subject to a decision to be adopted by the Management Board, the Board of Directors, or the General Meeting of Shareholders of the Company;

    4. issue orders, approve directives, local regulatory documents, and other internal documents of the Company, give instructions which shall be binding upon all employees of the Company;

    5. approve the Regulations for the Company’s branch offices and representative offices;

    6. approve the staffing table and official salaries of the Company’s employees in accordance with the organizational structure of the Company’s executive staff;

    7. perform the functions of the Chairman of the Company’s Management Board;

    8. exercise the rights and perform the obligations of an employer in relation to the Company’s employees as provided for in labor law;

    9. organize the work of the Company’s Management Board and preside at its meetings;

    10. submit for review by the Board of Directors the proposals for the nomination and dismissal of members of the Management Board;

    11. distribute duties among the deputies of the Company’s Director General;

    12. submit for review by the Company’s Board of Directors the reports on financial and economic activities of the Company and on the organization, functioning, and effectiveness of the Company’s risk management and internal control system;

    13. appoint the persons representing the Company at meetings of members of the economic entities whose shares and stakes are held by the Company;

    14. develop the target values of key performance indicators (KPI) for the Company’s business units (officers);

    15. submit for approval by the Board of Directors a nominee for the chief internal audit executive and submit for consideration by the Board of Directors the issue related to dismissing the chief internal audit executive and the issue related to determining his or her remuneration;

    16. approve a document (the second part of a decision on the issue of bonds) containing the terms and conditions of a specific bond issue under a bond program;

    17. resolve other issues related to the Company’s day-to-day activities, except for any issues falling within the competence of the General Meeting of Shareholders, the Board of Directors, and the Management Board of the Company.


    The issuer approved (adopted) the code of corporate governance or another similar document.

    Details of the code of corporate governance or another similar document:



    A restated version of the Corporate Governance Code of the Company was approved by the Board of Directors on November 29, 2012; Minutes of the Meeting No. 101 of November 30, 2012.

    The primary objectives of the Corporate Governance Code are to improve and systemize corporate governance, ensure more transparent Company governance and confirm the Company’s ongoing willingness to follow the standards of good corporate governance.

    The articles of association (constitutive documents) of the issuer or the internal documents governing the activities of the issuer’s bodies were amended in the most recent reporting period

    Information concerning amendments made to the articles of association of the issuer and the internal documents governing the activities of the issuer’s bodies in the most recent reporting period:



    On February 24, 2016, the Company’s Board of Directors approved the Regulations for Disclosing Material Information of PJSC ROSSETI Under Shareholder Laws and Securities Market Laws (Information Policy) (Minutes of the Meeting No. 221 of February 26, 2016).
    The Company’s Articles of Association and internal documents are publicly available on the Internet at

    http://www.rosseti.ru/about/documents/

    http://www.e-disclosure.ru/portal/company.aspx?id=13806


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    Quarterly report public Joint Stock Company rosseti issuer Code: 55385-E

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