Committees under the Board of Directors

IDGC of Centre, JSC has five committees reporting to the Board of Directors.

These committees are composed of representatives of different groups, ensuring their maximum efficiency and the objectivity and independence of their decision-making.

Committees reporting to the Board of Directors of IDGC of Centre, JSC :

Committee for Energy Reliability
Functions of the committees: Recommendations to the Board of Directors on the following main issues: implementation of investment programmes and plans for the maintenance of power grid facilities; maintenance of fixed assets in the proper condition; provision of integrated power grid facilities reliability; the Company’s business priorities
Date committee was established: January 2006
Number of members of the committee: 9
Number of meetings of the committee in 2011: 14 (all meetings in absentia)
Remuneration paid to members of the Committee in 2011, RUB: 406,256
Webpage on which the resolutions of the Committee are posted
Ссылка на Link to the Regulation on the Committee posted on the corporate website of the Company
Main issues addressed in 2011: approval of the Company’s maintenance programme for 2011; approval of the ecological policy implementation programme of IDGC of Centre, JSC for 2011; approval of the ecological policy implementation programme of IDGC of Centre, JSC for 2012-2013; review of the Regulation On the Procedure for Examination of Equipment, Buildings and Constructions in IDGC of Centre, JSC; review of the Standard On the Requirements for Electric Arcing Thermal Energy Personal Protection Equipment in branches of IDGC of Centre, JSC; review of documents on ecology; report by the Chief Executive Officer of the Company on the performance of the Company in the autumn and winter of 2010-2011; report by the Chief Executive Officer of the Company on the preparation of the Company for operation in autumn and winter of 2011-2012; quarterly reports of the Chief Executive Officer of the Company for 2011 on the following: the condition of the power grid’s fixed assets; reliability (technological breakdowns); implementation of the Reliability Enhancement Programme; organisation of the Occupational Safety and Health Administration System in the Company; implementation of the Programme for Reduction of Risks of Personal Injuries of Visitors to Company sites; carrying out the Programme for the Implementation of the Company’s Ecology Policy; implementation of the maintenance programme; implementation of the investment programme as regards retrofitting, reconstruction and development; enforcement of protective zones (cuttings) for overhead power transmission lines of 35 kV and above to statutory norms

The Committee on Energy Reliability

Olga Valentinovna Zuikova (Chairman of the Committee on Energy Reliability) — Chief of IDGC Holding, JSC’s Directorate for Production Control and Labour Protection.
Born in 1964, Russian citizen
Graduated in 2007 graduated from Novocherkassk State Technical University
First elected to the Committee on Energy Reliability on January 17, 2006.
Sergey Anatolyevich Shumakher (Deputy Chairman of the Committee on Energy Reliability) — member of the Management Board, Deputy Chief Executive Officer for Technical Policy and Chief Engineer of IDGC of Centre, JSC
Born in 1955, Russian citizen
Graduated in 1977 graduated from Moscow Institute for Agricultural Production Engineers
First elected to the Committee on Energy Reliability on January 17, 2006.
Mikhail Sergeevich Kalinin — Chief power-supply specialist of the Directorate for Power Engineering of Novolipetsk Metallurgical Combine JSC
Born in 1979, Russian citizen
Graduated in 2001 from Lipetsk State Technical University
Candidate of Science (Technology)
First elected to the Committee on Energy Reliability on April 30, 2008.
Sergey Stanislavovich Kuzhekov — Deputy Head of IDGC Holding, JSC’s Automated Process Management System Department
Born in 1971, Russian citizen
Graduated in 1993 from Novocherkassk Polytechnical Institute
First elected to the Committee on Energy Reliability on July 29, 2011.
Konstantin Nikolaevich Orlov — member of the Management Board, Deputy Chief Executive Officer for Economics and Finance at IDGC of Centre, JSC
Born in 1977, Russian citizen
Graduated in 1999 from the Russian Federation Government Finance Academy
First elected to the Committee on Energy Reliability on July 29, 2011.
Sergey Vadimovich Pokrovskiy — an expert from the Investors’ Rights Protection Association
Born in 1973, Russian citizen
Graduated in 1996 from the Gubkin State Academy of Oil and Gas
First elected to the Committee on Energy Reliability on July 29, 2011.
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 from Moscow State Law Academy, and in 2002 from Moscow’s State University of Railway Engineering
First elected to the Committee on Energy Reliability on July 08, 2009
Evgeny Viacheslavovich Turapin — Deputy Chief Engineer for Electrical Grid Facilities Management at IDGC of Centre, JSC
Born in 1972, Russian citizen
Graduated in 2007 from Novocherkassk State Technical University
First elected to the Committee on Energy Reliability on July 29, 2011.
Valeria Nikolaevna Chernykh — Head of the Consolidated Analytical Department of the Capital Construction Department of IDGC Holding, JSC
Born in 1953, Russian citizen
Graduated in 1975 from Moscow’s Kuybishev Engineering and Construction Institute (MISI)
First elected to the Committee on Energy Reliability on November 30, 2009.

Committee for Technological Connections to Power Grids
Functions of the committees: evaluation of the Company’s operational efficiency in connecting consumers to power grids; analysis of the Company’s current situation and preparation of suggestions for the Board of Directors of the Company regarding the connection of consumers to power grids
Date committee was established: February 2009
January : 9
Number of meetings of the committee in 2011: 14 (all meetings in absentia)
Remuneration paid to members of the Committee in 2011, RUB: 306,569
Webpage on which the resolutions of the Committee are posted
Link to the Regulation on the Committee posted on the corporate website of the Company
Main issues addressed in 2011: monthly reports on the most challenging claims and applications submitted to the Company concerning Technological connection to the Company’s distribution power grids; quarterly reports on the Technological connection of consumers to the Company’s power grids; information on activities concerning the Technological connection of consumers of federal significance to the distribution power grids of IDGC of Centre, JSC; information on the situation relating to Technological connection of power generation facilities; review of the IDGC of Centre, JSC Long-Term Development Programme for Electric Power Metering Systems for the Retail Market Programme, running to 2020; information on the Technological connection of small and medium enterprises and the general public. Preliminary estimate of falling income

The Committee for Technological Connections to Power Grids of the Board of Directors of IDGC of Centre, JSC was introduced in 2011, composed of the following members (as of December 31, 2011):

Denis Alexandrovich Spirin (Chairman of the Committee for Technological Connections to Power Grids), first elected to the Committee for Technological Connections on July 08, 2009;
Dmitry Igorevich Gotlib (Deputy Chairman of the Committee for Technological Connections to Power Grids) — member of the Management Board, and Deputy Chief Executive Officer for Development and Realisation of Services at IDGC of Centre, JSC
Born in 1979, Russian citizen
Graduated in 2001 from the Chuvash Ulyanov State University.
Candidate of Economic Sciences
First elected to the Committee for Technological Connections to Power Grids on July 29, 2011
Dmitry Alexandrovich Andryushin — member of the Management Board and Deputy Chief Executive Officer for Investments at IDGC of Centre, JSC
Born in 1977, Russian citizen
Graduated in 1998 from the International University, in 2000 from the International University, and in 2004 from Moscow Power Engineering Institute (a technical university)
Candidate of Economic Sciences
First elected to the Committee for Technological Connections on July 29, 2011.
Tatiana Petrovna Dronova — Deputy Chief Executive Officer for Strategy and Development of Investment Holding E-Union JSC
Born in 1954, Russian citizen
Graduated from the Russian Federation Government Finance Academy
First elected to the Committee for Technological Connections on July 29, 2011.
Sergey Vadimovich Pokrovskiy, first elected to the Committee for Technological Connections on July 29, 2011.
Alexandr Mikhailovich Pyatigor — Head of the Department of Long-Term Development and Technological Connections at IDGC Holding, JSC
Born in 1980, Russian citizen
Graduated in 2002 from Akmola’s Seifullin Agrarian University,
First elected to the Committee for Technological Connections on July 29, 2011.
Eduard Kazimirovich Rakovskiy — Head of the Department of Technological Connections at IDGC of Centre, JSC
Born in 1971, Russian citizen
In 1993 graduated from the Karagandy Metallurgical Institute
First elected to the Committee for Technological Connections on February 27, 2009.
Olga Vladimirovna Tkacheva — member of the Management Board and Deputy Chief Executive Officer for Corporate Governance of IDGC of Centre, JSC
Born in 1961, Russian citizen
Graduated in 2007 from the Scientific, Research and Training Centre for Defence of the Academy of Military Sciences, in 1998 from the International Institute of Economy and Law, and in 1984 from Moscow Aviation Institute in the provision of aircraft electrical equipment
Candidate of Economic Sciences
First elected to the Committee for Technological Connections on July 29, 2011.
Sergey Vladimirovich Chebotarev — Head of the Power Policy Department of Novolipetsk Metallurgical Combine JSC
Born in 1980, Russian citizen
In 2002 graduated from Lipetsk State Technical University
First elected to the Committee for Technological Connections on February 27, 2009.

Committee for Strategy and Development
Functions of the committees: Recommendations to the Board of Directors on the following main issues: determination of the Company’s strategic goals; development of a road-map for key Company activities; assessment of the Company’s operating efficiency in the long term; increasing the Company’s investment attractiveness; improving investment activities; the adoption of well-founded investment decisions and the drawing up of recommendations for the Board of Directors on the adjustment of the Company’s existing development strategy
Date committee was established: April 2008
January : 10
Number of meetings of the committee in 2011: 19, of which 8 in person
Remuneration paid to members of the Committee in 2011, RUB: 853,239
Webpage on which the resolutions of the Committee are posted
Link to the Regulation on the Committee posted on the corporate website of the Company
Main issues addressed in 2011: review of the IDGC of Centre, JSC Long-Term Development Programme for Electric Power Metering Systems for the Retail Market Programme, running to 2020; review of the schedule of measures for achieving operating efficiency at the Company in 2011-2015; approval of the Company’s adjusted 2011 business plan (including investment programme); review of the new revision of the Articles of Association of the Company; review of the 2011-2016 IDGC of Centre, JSC Innovative Development Programme (IDP) review of proposals for a list of conditional indicators appraising the operating efficiency of IDGC of Centre, JSC ; approval of the Company’s 2012 business plan (including investment programme); quarterly reports of the Chief Executive Officer of the Company: on the implementation of the Company’s business plan (including implementation of the investment programme); on the implementation of the Company’s 2011-2016 Innovative Development Programme approval of the adjusted programme of works of IDGC of Centre, JSC on registration of ownership of items of immovable property, registration/reregistration of the rights to the use of land plots for the period 2012-2014, taking into account the execution of works for preparation of information on the boundaries of protective zones of the electrical grid facilities; review of the report on IDGC of Centre, JSC’s 2011 investor relations activity; recommendations to the Board of Directors of the Company concerning the company’s policy priorities: on the carrying out of mandatory energy inspection of the Company’s production and commercial needs facilities and electrical grid facilities in 2011-2012; оn the implementation of a management system for the construction of investment projects of prime importance

The Committee for Strategy and Development of the Board of Directors of IDGC of Centre, JSC was introduced in 2011, composed of the following members (as of December 31, 2011):

Mikhail Yuryevich Kurbatov (Chairman of the Committee for Strategy and Development), first elected to the Committee for Strategy and Development on July 30, 2010.
Alexey Vladimirovich Demidov (Deputy Chairman of the Committee for Strategy and Development) - Deputy Chief Executive Officer for Economy and Finance at IDGC Holding, JSC
Born in 1976, Russian citizen
Graduated in 1998 from St. Petersburg Trade and Economic Institute
First elected to the Committee for Strategy and Development on May 04, 2009.
Svetlana Alexandrovna Balaeva, first elected to the Committee for Strategy and Development on July 29, 2011.
Alexey Nikolaevich Zharikov — Director for Corporate Policy and Shareholder Interaction at Electrotsentronaladka JSC
Born in 1970, Russian citizen
Graduated in 1993 from the Ordzhonikidze State Academy of Management
First elected to the Committee for Strategy and Development on July 29, 2011.
Denis Victorovich Kulikov — Executive Director of the Association for the Protection of Investors’ Rights
Born in 1975, Russian citizen
Graduated in 2005 from Moscow State Law Academy
First elected to the Committee for Strategy and Development on July 29, 2011.
Konstantin Nikolaevich Orlov, first elected to the Committee for Strategy and Development on July 29, 2011.
Vadim Alexeevich Pavlov — Head of the Centre of Strategy, Development and Innovations of IDGC Holding, JSC
Born in 1977, Russian citizen
Graduated in 1999 from Rostov State Economic Academy
First elected to the Committee for Strategy and Development on July 29, 2011.
Alexey Yuryevich Perepelkin, first elected to the Committee for Strategy and Development on July 08, 2009.
Roman Alexeevich Filkin, first elected to the Committee for Strategy and Development on April 30, 2008.
Sergey Vladimirovich Chebotarev, first elected to the Committee for Strategy and Development on April 30, 2008.

Audit Committee
Functions of the committees: exercise of control of the annual independent audit of the Company’s consolidated financial statements and accounting (financial) statements; evaluation of the auditor’s report, which is provided as materials for the Annual General Meeting of shareholders of the Company; exercise of control over the preparation of quarterly and annual accounting by the Company’s executive bodies, as well as over the credibility thereof; appraisal of nominees for the office of the auditor; exercise of control over the internal control systems of the Company in the sphere of business accounting and finances, and over the activities of the internal audit service of the Company; evaluation of the efficiency of internal control procedures and preparation of suggestions for their improvement; reviewing (obligatory prior to submission to the Board of Directors of the Company) of reports by independent appraisers on the carrying out of appraisals of the property and liabilities of the Company, during the execution by the Company of major transactions and other transactions, whose execution is decided on by the Board of Directors, or during any other type of transfer of rights to the Company’s property; other issues on the instructions of the Board of Directors of the Company
Date committee was established: April 2008
January : 7
Number of meetings of the committee in 2011: 23 (all meetings in absentia)
Remuneration paid to members of the Committee in 2011, RUB: 544,761
Webpage on which the resolutions of the Committee are posted
Link to the Regulation on the Committee posted on the corporate website of the Company
Main issues addressed in 2011: review of the new revision of the draft of provision for the Company’s Department of Internal Control and Audit; agreement of regulations on the preparation of issues for consideration at meetings of the Audit Committee; evaluation of the auditor’s report; consideration of nominees for the position of auditor; quarterly schedules of inspections performed by IDGC of Centre, JSC’s Department of Internal Control and Audit as part of its internal controls; quarterly reports of IDGC of Centre, JSC’s Department of Internal Control and Audit on the results of inspections performed as part of its internal control; review of key risks for IDGC of Centre, JSC and plans for minimising them; review of provisions for the internal control environment and business process risks; review of the new revision of provisions on insider information, rules on confidentiality, procedure for access and control, in compliance with the requirements of current legislation at IDGC of Centre, JSC ; monthly reports on the transactions executed by Company insiders with the securities of the Company and its subsidiaries; quarterly financial statements for the Company; report on progress preparing the Company’s IFRS accounts for 2010; independent assessments of the valuation of the property of IDGC of Centre, JSC when making transactions

The Audit Committee, in accordance with the Provision on the Audit Committee of the Board of Directors of IDGC of Centre, JSCApproved by the Board of Directors of IDGC of Centre, JSC, Minutes No. 12/10 of June 02, 2010. , is elected by the Board of Directors of the Company from among candidates presented by the members of the Board of Directors of the Company. The Audit Committee of the Board of Directors of IDGC of Centre, JSC was introduced in 2011, composed of the following members (as of December 31, 2011):

Alexey Yuryevich Perepelkin (Chairman of the Audit Committee), first elected to the Audit Committee on July 30, 2010;
Alexey Vladimirovich Sergutin (Deputy Chairman of the Audit Committee), first elected to the Audit Committee on July 30, 2010;
Mikhail Yuryevich Kurbatov, first elected to the Audit Committee on July 29, 2011;
Alexandr Albertovich Popov, first elected to the Audit Committee on July 29, 2011;
Alexandr Grigoryevich Starchenko, first elected to the Audit Committee on July 08, 2009;
Roman Alexeevich Filkin, first elected to the Audit Committee on July 08, 2009;
Alexandr Victorovich Shevchuk, first elected to the Audit Committee on July 29, 2011.

Committee for Personnel and Remuneration
Functions of the committees: making recommendations concerning remuneration levels for members of the Board of Directors; specifying principles and criteria governing remuneration and material incentives for members of the collegial executive body and for any person acting as the Company’s sole executive authority, including any management company or manager; specification of admissions criteria for potential members of the Board of Directors and candidates for the office of the sole executive authority of the Company
Date committee was established: April 2008
Number of members of the committee: 7
Number of meetings of the committee in 2011: 12 (all meetings in absentia)
Remuneration paid to members of the Committee in 2011, RUB: 305,990
Webpage on which the resolutions of the Committee are posted
Link to the Regulation on the Committee posted on the corporate website of the Company
Main issues addressed in 2011: preliminary appraisal of nominees to the Board of Directors of IDGC of Centre, JSC ; appraisal of executives available to fill senior leadership positions at the Company; preliminary approval of nominees for particular positions of the executive body of the Company specified by the Board of Directors of the Company; recommendations to the Board of Directors of the Company concerning the termination of powers of members of the Management Board of the Company and election of members of the Management Board of the Company; preliminary approval of nominees for the positions of deputy directors of branches of the Company; approval of provisions to maintain a personnel reserve of junior specialists at IDGC of Centre, JSC

The Committee for Personnel and Remuneration, in accordance with the Provision on the Committee for Personnel and Remuneration of the Board of Directors of IDGC of Centre, JSCApproved by the Board of Directors of IDGC of Centre, JSC, Minutes No. 12/10 of June 02, 2010, with amendments approved by the Board of Directors of IDGC of Centre, JSC , Minutes No. 07/11 of March 31, 2011, is elected by the Board of Directors of the Company from among candidates presented by the members of the Board of Directors of the Company. The Committee for Personnel and Remuneration of the Board of Directors of IDGC of Centre, JSC was introduced in 2011, composed of the following members (as of December 31, 2011):

Alexandr Albertovich Popov (Chairman of the Committee for Personnel and Remuneration), first elected to the Committee for Personnel and Remuneration on July 30, 2010;
Mikhail Yuryevich Kurbatov (Deputy Chairman of the Committee for Personnel and Remuneration), first elected to the Committee for Personnel and Remuneration on July 29, 2011;
Svetlana Alexandrovna Balaeva, first elected to the Committee for Personnel and Remuneration on July 29, 2011;
Alexey Vladimirovich Sergutin, first elected to the Committee for Personnel and Remuneration on July 29, 2011;
Alexandr Grigoryevich Starchenko, first elected to the Committee for Personnel and Remuneration on July 30, 2010;
Roman Alexeevich Filkin, first elected to the Committee for Personnel and Remuneration on July 29, 2011;
Alexandr Victorovich Shevchuk, first elected to the Committee for Personnel and Remuneration on July 29, 2011.

Members of the Committees of the Board of Directors hold no interest in the authorised capital (interest in ordinary shares) of IDGC of Centre, JSC and its subsidiaries.

Information on the members of the Committees of the Board of Directors of IDGC of Centre, JSC is presented in accordance with the legislation of the Russian Federation in the sphere of personal information, and is available at the corporate website of the Company at the address: http://mrsk-1.com/en/investors/management/controls/committee/.