The Management Board

The Management Board is the collegial executive body of IDGC of Centre, JSC and carries out the current management of the Company in accordance with Article 22 of the Articles of Association of the Company and the Regulation on the Management Board of IDGC of Centre, JSC approved by the General Meeting of Shareholders of the Company (Minutes No. 01/11 of June 21, 2011) and posted on the web-site of the Company at the address: http://mrsk-1.com/en/information/documents/internal/.

Basic issues related to the competence of the Management Board of the Company pursuant to the Articles of Association of IDGC of Centre, JSC and the Regulation on the Management Board, are:

  • The development and submission for consideration of the Board of Directors of the development strategy of the Company;
  • The preparation of the annual (quarterly) business plan, including the investment programme and report on the results of implementation thereof, as well as approval (adjustment) of cash flows (the budget) of the Company;
  • The preparation of the annual report on the Company’s financial and economic activities and on the implementation of resolutions of the General Meeting of Shareholders and of the Board of Directors of the Company by the Management Board;
  • The review of reports of the Deputy Chief Executive Officers of the Company, heads of the economically autonomous structural subdivisions of the Company on the results of implementation of approved plans, programmes, and priorities, and consideration of reports, documents and other information on the activities of the Company and its subsidiaries and affiliates;
  • The passing of resolutions on issues related to the competence of the higher management bodies of business companies whose authorised capital is held one hundred percent (100%) held by the Company;
  • The preparation and submission for the consideration of the Board of Directors of reports on the financial and economic activities of business companies, whose authorised capital is held one hundred percent (100%) by the Company;
  • The passing of resolutions on the conclusion of transactions, the subject of which is property, works and services whose cost ranges from 5% to 25% of the book value of assets of the Company according to the financial statements as of the latest reporting date;
  • The handling of other management issues relating to the current activities of the Company.

It is for the Board of Directors of the Company to determine the number of members of the Management Board and the election of such members The Management Board is accountable to the Board of Directors and the General Meeting of Shareholders. The Company’s Chief Executive Officer is the Chairman of the Management Board. The Deputy Chairman of the Management Board is elected by the Management Board. The Board of Directors of the Company is entitled at any time to revoke the authority of any member of the Management Board and to appoint new members of the Management Board.

The Management Board of IDGC of Centre, JSC was formed in 2008 on the basis of a Resolution of the Board of Directors (Minutes No. 09/08 of May 04, 2008).

The composition of the Management Board of IDGC of Centre, JSC as of December 31, 2011 is as follows:

Dmitry Olegovich Gudzhoyan elected to the Management Board on December 18, 2010 Chairman of the Management Board, Chief Executive Officer of IDGC of Centre, JSC
Born in 1977, Russian citizen
Graduated in 1999 from Moscow State Automobile and Road Technical Institute, and in 1998 from the International University.
Candidate of Economic Sciences
Dmitry Alexandrovich Andryushin elected to the Management Board on August 15, 2011 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 again from the International University, and in 2004 from Moscow Power Engineering Institute (a technical university)
Candidate of Economic Sciences
Dmitry Igorevich Gotlib elected to the Management Board on May 31, 2011 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
Ivan Petrovich Kleymenov elected to the Management Board on February 15, 2010 Deputy Chief Executive Officer — Director of the Voronezhenergo branch of IDGC of Centre, JSC
Born in 1960, Russian citizen
Graduated in 1989 from Volgograd Agricultural Institute, and in 1987 from Volgograd Agricultural Institute
Rustem Leronovich Nabiullin elected to the Management Board on May 31, 2009 Deputy Chief Executive Officer for Capital Construction at IDGC of Centre, JSC
Born in 1961, Russian citizen
Graduated in 1983 from Leningrad’s Komarovsky Higher Military Engineering Construction Technical School of the Red Banner, and in 2010 from the Academy of State and Municipal Administration under the President of the Republic of Tatarstan
Konstantin Nikolaevich Orlov elected to the Management Board on May 31, 2011 Deputy Chief Executive Officer for Economy and Finance at IDGC of Centre, JSC
Born in 1977, Russian citizen
Graduated in 1999 from the Russian Federation Government Finance Academy
Olga Vladimirovna Tkacheva elected to the Management Board on May 31, 2011 Deputy Chief Executive Officer for Corporate Governance at 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
Sergey Anatolyevich Shumakher elected to the Management Board on April 30, 2008 Deputy Chief Executive Officer for Technical Policy — Chief Engineer of IDGC of Centre, JSC
Born in 1955, Russian citizen
Graduated in 1977 from Moscow Institute of Agricultural Production Engineering

The members of the Management Board hold no interest in the authorised capital (interest in ordinary shares) of IDGC of Centre, JSC and its subsidiaries and in 2011 did not conclude any transactions relating to the purchase or disposal of shares in the Company.

No legal claims have been instituted against members of the Management Board in the lifetime of the Company, including in 2011.

The powers of the following members of the Management Board were terminated in 2011:

  • Sabir Rafikovich Agamaliev (by resolution of the Board of Directors of May 31, 2011 (Minutes No. 13/11 of May 31, 2011));
  • Evgeny Alexeevich Bronnikov (by resolution of the Board of Directors of May 31, 2011 (Minutes No. 13/11 of May 31, 2011));
  • Vadim Nikolaevich Fedorov (by resolution of the Board of Directors of May 31, 2011 (Minutes No. 13/11 of May 31, 2011)).

Information on members of the Management Board of the Company is presented in accordance with the legislation of the Russian Federation with regard to personal information, and is available at the corporate website of the Company at the address: http://mrsk-1.com/en/investors/management/controls/governing/

In 2011, the Management Board of the Company held 44 meetings, at which 194 issues were considered. A significant number of the issues considered by the Management Board pertained to the Board of Directors; they were considered on a preliminary basis by the Management Board during the drawing up of recommendations for the Board of Directors of the Company. In 2011, the Management Board of the Company made the following key decisions:

  • to make recommendations to the Board of Directors approving the non-state pension coverage programme for employees of the Company for 2011;
  • to prepare the Company’s adjusted 2011 business plan (including adjusted investment programme);
  • to consider the Company’s draft annual report for 2010;
  • to consider recommendations for the Board of Directors of the Company concerning the amount of dividend on Company shares and the procedure for its distribution;
  • to give preliminary approval of the adjusted target values of the annual and quarterly performance indicators of the Company for 2011;
  • to make recommendations to the Board of Directors with regard to questions of priorities in Company policy, of working out the IDGC of Centre, JSC Innovative Development Programme, and of its preliminary approval and adjustment;
  • to examine a priority policy issue, the cooperation of Belgorod Region, IDGC of Centre, JSC (Belgorodenergo branch), San Diego Gas and Electric Company (SDG&E) and the Administration of San Diego (California) on Smart Grids;
  • to examine a priority policy question, the guaranteeing by the Company of established norms of reliability and quality of services provided in line with the relevant law;
  • to examine a priority policy question, on mandatory energy inspection of the Company’s production and commercial needs sites and electrical grid facilities in 2011-2012.
  • to examine a priority policy question, on implementing a system for managing the construction of investment projects of prime importance;
  • approval of the Electric Power Supply Reliability Enhancement Programme;
  • approval of the Investment Activities Efficiency Enhancement Programme;
  • approval of the Maintenance Activities Efficiency Enhancement Programme;
  • approval of measures geared towards realizing the Long-Term Development Programme for Electric Power Metering Systems for the Retail Market Programme,
  • approval of the Management System Improvement Programme;
  • approval of the Corporate Governance Improvement Programme;
  • approval of the Improvement of Interaction with the Regional Administrations Programme;
  • quarterly review of reports on functioning of the business processes system of the Company;
  • the exercise by IDGC of Centre, JSC’s Management Body of the functions of Extraordinary General Meetings of Shareholders at Yargorelectroset JSC, Energy Service Company OJSC and Energetik JSC, as well as the functions of the Annual General Meetings of Shareholders of Yargorelectroset JSC and Energetik JSC;
  • preliminary consideration of the price (monetary value) of the agreement with the Registrar of the Company;
  • the approval of strategic key performance indicators of IDGC of Centre, JSC and target values of the strategic key performance indicators of the Company for 2011;
  • the quarterly approval of plans for IDGC of Centre, JSC’s cash flows for 2011;
  • the provision of recommendations to the Board of Directors of the Company concerning approval of IDGC of Centre, JSC’s Programme for Energy Conservation and Energy Efficiency Improvement for 2012–2016;
  • the provision of recommendations to the Board of Directors of the Company concerning approval of IDGC of Centre, JSC’s Programme for Energy Conservation and Energy Efficiency Enhancement for 2012–2016;
  • preliminary approval of the adjusted targeted annual and quarterly values of key performance indicators of IDGC of Centre, JSC’s efficiency for 2012;
  • preparation of the Company’s business plan (including investment programme) for 2012.