Board of Directors

The Board of Directors of IDGC of Centre, JSC is the management authority exercising general management of the Company’s activity, except for the resolution of those issues addressed by the Federal Law On Joint Stock Companies and the Articles of Association of IDGC of Centre, JSC which come under the General Shareholders’ Meeting’s competence.

In accordance with the Articles of Association of IDGC of Centre, JSC and the Federal Law On Joint Stock Companies, the competence of the Board of Directors of the Company covers the following issues: defining the priorities for Company policy, convening annual and extraordinary shareholders’ meetings and approving their agenda; establishing the executive body of the Company and early termination of its powers; making recommendations as to the amount of the dividend on shares and ordering its payment; use of the Reserve Fund and other funds of the Company; approval of the Company’s by-laws (except for by-laws whose approval, under the Federal Law On Joint Stock Companies, is referred to the competence of the General Shareholders’ Meeting or whose approval, under the Articles of Association of the Company, is referred to the competence of the Company’s executive bodies); establishing branches and opening Company representative offices; approving major transaction in the cases provided for by chapter X of the Federal Law On Joint Stock Companies; approving transactions provided for by chapter XI of the Federal Law On Joint Stock Companies; approving the registrar of the Company and terms and conditions of agreement with it, as well as termination of the agreement with it; the adoption of decisions on participation and termination of participation of the Company of other organisations (except for organisations specified in sub-clause 18 of clause 1 of article 48 of the Federal Law On Joint Stock Companies); as well as other issues provided for by the Federal Law On Joint Stock Companies and the Articles of Association of the Company.

The competence of the Board of Directors of IDGC of Centre, JSC , as set out in the Articles of Association of the Company, stipulates a wider range of issues than specified in the Federal Law on Joint-Stock Companies, particularly in the sphere of preliminary approval by the Board of Directors of the Company of decisions on the execution of a number of transactions:

• transactions involving non-current assets of the Company in the amount of more than 10 percent of the book value thereof according to the data of the financial statements as of the most recent reporting date;
• transactions (including a number of interrelated transactions) related to the disposal of any kind (or assignment of rights in any form and manner) of real property and/or equipment used directly for the purpose of the Company’s core business with a book value of more than 5 percent of the balance sheet value of the Company’s assets, or any encumbrance thereof;
• transactions (including a number of interrelated transactions) related to the acquisition, disposal or prospective disposal of any property included in the fixed or intangible assets, or constructions in progress, and employed for production, transmission, dispatching, electric or thermal power distribution purposes, as and to the extent specified in the respective resolutions of the Board of Directors of the Company;
• transactions (including a number of interrelated transactions) related to the acquisition, disposal or prospective disposal of any property included in the fixed or intangible assets, or constructions in progress, and not employed for production, transmission, dispatching, electric or thermal power distribution purposes, as and to the extent specified in the respective resolutions of the Board of Directors of the Company;
• any other issue provided for by the Federal Law on Joint-Stock Companies and the Articles of Association of the Company.

Issues covered by the competence of the Board of Directors (Supervisory Board) of the Company may not be referred for resolution to the executive body of the Company.

In 2011, the Board of Directors carrying out the management of the Company changed its composition.

The Board of Directors of the Company includes representatives of different groups, for which reason the composition of the Board of Directors of the Company can be considered well-balanced in terms of taking into account the interests of all acting shareholders.

All members of the Board of Directors of the Company, except for Dmitry Gudzhoyan, are independent directors.

Memebers of the Board of Directors elected by the AGM of June 17, 2011 (Minutes No. 01/11 of June 21, 2011):

Members of the Board of Directors elected by the Annual General Meeting of shareholders of June 22, 2010 (Minutes No. 01/10 of June 24, 2010):

Nikolay Nikolaevich Shvets (Chairman of the Board of Directors of IDGC of Centre, JSC )	Chief Executive Officer of IDGC Holding, JSC, Chairman of the Management Board of IDGC Holding, JSCHere and elsewhere information on positions held refers to those held at the time of election of the member to the Board of Directors of IDGC of Centre, JSC. Born in 1956, Russian citizen Graduated in 1983 from the All-Russian Correspondence Polytechnic Institute, in 1991 from the Zhukov Military Command Red-Banner Air Defence Academy, and in 1997 from the Military Academy of the General Staff of the Armed Forces of the Russian Federation. Candidate of Economic Sciences, Associate Professor, and corresponding member of the Academy of Military Sciences
Alexey Yuryevich Perepelkin (Deputy Chairman of the Board of Directors of IDGC of Centre, JSC )	Member of the Management Board, Deputy Chief Executive Officer for Corporate Governance and Property of IDGC Holding, JSC Born in 1970, Russian citizen Graduated in 1993 from the Bauman Moscow State Technical University and in 1998 from Moscow State Law Academy
Alexandr Markovich Branis	Director of the Representative Office of Prosperity Capital Management (RF) Ltd Born in 1977, Russian citizen Graduated in 2001 graduated from the Academy of the National Economy under the Government of the Russian Federation
Evgeny Fedorovich Makarov	Chief Executive Officer of IDGC of Centre, JSC Born in 1955, Russian citizen Graduated in 2003 from the Russian Federation Government Finance Academy and in 1978 from Ivanovo’s Lenin Power Institute
Konstantin Yuryevich Petukhov	Director for Development and Implementation of IDGC Holding, JSC Born in 1971, Russian citizen Graduated in 2001 from Altay State University, and in 1997 from Altay’s Polzunov State Technical University
Alexandr Albertovich Popov	Deputy Chief Executive Officer — Chief of Staff of IDGC Holding, JSC Born in 1955, Russian citizen Graduated in 1976 from Zhitomir’s Leninist Komsomol Higher Education Military Command School of Radio Electronics for Air Defence, in 1991 from the Zhukov Military Command Red-Banner Air Defence Academy, and in 2000 from the Russian Academy of State Service under the President of the Russian Federation.
Alexey Vladimirovich Sergutin	Director for Economic Affairs of IDGC Holding, JSC Born in 1961, Russian citizen Graduated in 1987 from Moscow Lomonosov State University
Denis Alexandrovich Spirin	Director for Corporate Governance of the Representative Office of Prosperity Capital Management (RF) Ltd. Born in 1980, Russian citizen Graduated in 2006 graduated from Moscow State Law Academy and in 2002 from the Moscow State University of Railway Engineering
Alexandr Grigoryevich Starchenko	Power-sector Director of Novolipetsk Metallurgical Combine JSC Born in 1968, Russian citizen Graduated in 1991 from the Bauman Moscow State Technical University
Sergey Borisovich Syutkin	Chief Executive Officer of the SO UES JSC branch Operational Dispatching Office Centre Born in 1959, Russian citizen Graduated in 1983 from Moscow Power Engineering Institute
Roman Alexeevich Filkin	Co-Director of the Representative Office of Prosperity Capital Management (RF) Ltd. Born in 1983, Russian citizen In 2005 graduated from the Russian Federal Government Finance Academy

No legal claims have been brought against the members of the Board of Directors of the Company.

On May 31, 2011, Evgeny Makarov, being at the specified time a member of the Board of Directors of the Company, sold 16,081,313 ordinary registered uncertified shares of IDGC of Centre, JSC . After this transaction, Makarov’s share in the authorised capital of the Company amounted to 0.4513%.

Other members of the Board of Directors of IDGC of Centre, JSC performing their duties in 2011 have no share in the authorised capital (share of ordinary shares) of IDGC of Centre, JSC and its subsidiaries.

Information on the members of the Board of Directors is provided subject to the norms of the current legislation of the Russian Federation with regard to personal information, and is available on the corporate website of the Company at the address: http://mrsk-1.com/en/investors/management/controls/directors/2011/.

In 2011, the Board of Directors of the Company held 29 meetings (four of which were in person), at which 361 questions were considered.

The Board of Directors has regularly included on its agenda and considered items relating to the operational and financial activities of the Company. Among the most important resolutions adopted by the Board of Directors of the Company in 2011, the following resolutions should be noted first and foremost:

• The convening and holding of the Annual General Meeting of shareholders of the Company;
• business, investment, and procurement planning by the Company;
• the reviewing of reports from the Chief Executive Officer of the Company on various aspects of the activities of the Company;
• the election of the Chief Executive Officer of the Company;
• the re-election of members of the Management Board of the Company;
• the approval of the IDGC of Centre, JSC Long-Term Development Programme for Electric Power Metering Systems for the Retail Market Programme, running to 2020;
• the approval of the IDGC of Centre, JSC 2011–2016 Innovative Development Programme;
• the approval of the IDGC of Centre, JSC 2011–2015 Energy Saving and Energy Efficiency Enhancement Programme;
• the preliminary approval of a cooperation agreement on preventing and mitigating the consequences of accidents at electrical energy industry facilities;
• the approval of a schedule of measures on reduction of accounts receivable in the Company;
• the approval of the Regulation on Internal Control Systems and Business Processes Risks;
• the approval of the IDGC of Centre, JSC 2011–2015 Consolidation of Electrical Grid Assets Programme;
• insurance cover;
• environmental policy;
• participation in other companies;
• legal and regulatory framework of Company activities, including the approval of various standards for regulating the Company’s core business;
• the approval of interested party transactions.

For more detailed information on the basic issues considered by the Board of Directors of the Company in 2011, as well as information on participation by members of the Board of Directors in meetings of the Board of Directors, please visit the corporate website of the Company at the address: http://mrsk-1.com/en/investors/management/decision/sovet/2011/.

Participation of members of the Board of Directors in meetings of the Board of Directors in 2011:

Full name of the member of the Board of Directors of IDGC of Centre, JSC	Convocation of the Board of Directors	Total number of meetings held in 2011/meetings requiring attendance by a particular member of the Board of Directors	Number of meetings of the Board of Directors in 2011 attended by the particular member of the Board of Directors
Nikolay Nikolaevich Shvets	2010-2011	29/15	15
Alexey Yuryevich Perepelkin	2010-2011; 2011-2012	29/29	27
Svetlana Alexandrovna Balaeva	2011-2012	29/14	12
Alexandr Markovich Branis	2010-2011; 2011-2012	29/29	27
Dmitry Olegovich Gudzhoyan	2011-2012	29/14	11
Madina Valeryevna Kaloeva	2011-2012	29/14	11
Mikhail Yuryevich Kurbatov	2011-2012	29/14	13
Evgeny Fedorovich Makarov	2010-2011	29/15	14
Konstantin Yuryevich Petukhov	2010-2011	29/15	10
Alexandr Albertovich Popov	2010-2011; 2011-2012	29/29	29
Alexey Vladimirovich Sergutin	2010-2011; 2011-2012	29/29	28
Denis Alexandrovich Spirin	2010-2011	29/15	15
Alexandr Grigoryevich Starchenko	2010-2011; 2011-2012	29/29	29
Sergey Borisovich Syutkin	2010-2011	29/15	15
Roman Alexeevich Filkin	2010-2011; 2011-2012	29/29	28
Alexandr Victorovich Shevchuk	2011-2012	29/14	14