Innovative Development of State-Owned Electricity Companies and the Role of Stakeholders in This Process
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Annual Report
2014 ANNUAL REPORT TABLE OF CONTENTS Sistema today 2 Corporate governance system 91 History timeline 4 Corporate governance principles 92 Company structure 8 General Meeting of shareholders 94 President’s speech 10 Board of Directors 96 Strategic Review 11 Commitees of the Board of Directors 99 Strategy 12 President and the Management Board 101 Sistema’s financial results 20 Internal control and audit 103 Shareholder capital and securities 24 Development of the corporate 104 governance system in 2014 Our investments 27 Remuneration 105 MTS 28 Risks 106 Detsky Mir 34 Sustainable development 113 Medsi Group 38 Responsible investor 114 Lesinvest Group (Segezha) 44 Social investment 115 Bashkirian Power Grid Company 52 Education, science, innovation 115 RTI 56 Culture 117 SG-trans 60 Environment 119 MTS Bank 64 Society 121 RZ Agro Holding 68 Appendices 124 Targin 72 Binnopharm 76 Real estate 80 Sistema Shyam TeleServices 84 Sistema Mass Media 88 1 SISTEMA TODAY Established in 1993, today Sistema including telecommunications, companies. Sistema’s competencies is a large private investor operating utilities, retail, high tech, pulp and focus on improvement of the in the real sector of the Russian paper, pharmaceuticals, healthcare, operational efficiency of acquired economy. Sistema’s investment railway transportation, agriculture, assets through restructuring and portfolio comprises stakes in finance, mass media, tourism, attracting industry partners to predominantly Russian companies etc. Sistema is the controlling enhance expertise and reduce -
An Overview of Boards of Directors at Russia's Largest Public Companies
An Overview Of Boards Of Directors At Russia’s Largest Public Companies Andrei Rakitin Milena Barsukova Arina Mazunova Translated from Russian August 2020 Key Results According to information disclosed by 109 of Russia’s largest public companies: “Classic” board compositions of 11, nine, and seven seats prevail The total number of persons on Boards of the companies under study is not as low as it might seem: 89% of all Directors were elected to only one such Board Female Directors account for 12% and are more often elected to the audit, nomination, and remuneration committees than to the strategy committee Among Directors, there are more “humanitarians” than “techies,” while the share of “techies” among chairs is greater than across the whole sample The average age for Directors is 53, 56 for Chairmen, and 58 for Independent Directors Generation X is the most visible on Boards, and Generation Y Directors will likely quickly increase their presence if the impetuous development of digital technologies continues The share of Independent Directors barely reaches 30%, and there is an obvious lack of independence on key committees such as audit Senior Independent Directors were elected at 17% of the companies, while 89% of Chairs are not independent The average total remuneration paid to the Board of Directors is RUR 69 million, with the difference between the maximum and minimum being 18 times Twenty-four percent of the companies disclosed information on individual payments made to their Directors. According to this, the average total remuneration is approximately RUR 9 million per annum for a Director, RUR 17 million for a Chair, and RUR 11 million for an Independent Director The comparison of 2020 findings with results of a similar study published in 2012 paints an interesting dynamic picture. -
Results of the Board of Directors Meeting on December 23, 2020
Results of the Board of Directors Meeting on December 23, 2020 PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting in absentia on December 23, 2020. Resolutions passed on Items of the agenda: Item 1: On Approval of the Report on Implementation of the RusHydro Annual Integrated Purchasing Program for 9 Months of 2020. Adopted Resolution: The report on implementation of the PJSC RusHydro Annual Integrated Purchasing Program for 9 months of 2020 (Schedule No. 1 to the Minutes) be approved. Item 2: On Approval of the RusHydro Annual Integrated Purchasing Program for 2021. Adopted Resolution: The RusHydro Annual integrated Purchasing Program for 2021 (Schedule No. 2 to the Minutes) be approved. Item 3: On Approval of the Company Register of the Non-Core Assets, updated, and the Action Plan for the Non-Core Assets Sale. Adopted Resolution: The following be approved: Register of the Non-Core Assets of RusHydro, in the new revision (Schedule No. 3 to the Minutes); Action Plan for the RusHydro Non-Core Assets Sale for 2020 (Q4) – 2021 (Schedule No. 4 to the Minutes). Item 4: On Review of the Report on Compliance with the RusHydro Information Policy. Adopted Resolution: The Report on Compliance with the RusHydro Information Policy be taken into consideration (Schedule No. 5 to the Minutes). Item 5: On Authorizing to Concurrently Hold Positions in management bodies of other organizations. Adopted Resolution: Viktor Viktorovich Khmarin acting as the RusHydro sole executive body be authorized to hold positions in management bodies of other companies as well as other paid positions in other organizations, as follows: ‒ All-Russia Association of Employers “Russian Union of Industrialists and Entrepreneurs”, member of the Management Board; ‒ Global Sustainable Energy Partnership, member of the Board of Directors; ‒ Global Energy Association, member of the Supervisory Board; ‒ PJSC Inter RAO, member of the Strategy and Investments Committee under the Board of Directors. -
QUARTERLY REPORT Public Joint-Stock Company Federal
QUARTERLY REPORT Public Joint-Stock Company Federal Hydrogeneration Company RusHydro Issuer code: 55038-E for Q2 2018 Address of the issuer: 43/1 Dubrovinskogo St., Krasnoyarsk, Krasnoyarsk Krai 660017 The information contained herein is subject to disclosure pursuant to the securities legislation of the Russian Federation ___________________ N. G. Shulginov Chairman of the Management Board – General Director Date: August 14, 2018 Deputy Director of the Accounting and Tax Department – Deputy _________________ K. V. Permyakov Chief Accountant Date: August 14, 2018 Contact Person: Anna Aleksandrovna Shamne, Chief Expert of the Equity and Information Disclosure Directorate of the Corporate Governance and Property Management Department Telephone: +7 800 333 8000 Fax: +7 495 225 3737 Email: [email protected] The address of the internet site(s) where the information contained herein is to be disclosed: http://www.e-disclosure.ru/portal/company.aspx?id=8580, www.rushydro.ru Table of Contents I. Information on Bank Accounts, the Auditor (Audit Organization), Appraiser, and Financial Adviser of the Issuer and on Persons Who Signed the Quarterly Report ....................................................................................... 6 1.1. Information on the Issuer's Bank Accounts ...................................................................................................... 6 1.2. Information on the Issuer's Auditor (Audit Organization) ............................................................................... 6 1.3. Information -
QUARTERLY REPORT Public Joint Stock Company
QUARTERLY REPORT Public Joint Stock Company ROSSETI Issuer Code: 55385-E Quarter 1 of 2018 Address of the issuer: Moscow, Russia The information contained in this Quarterly Report is subject to disclosure in accordance with the securities laws of the Russian Federation Director General ____________ P. A. Livinsky Date: May 15, 2018 signature Director of the Accounting and Reporting Department and Chief Accountant ____________ D. V. Nagovitsyn Date: May 15, 2018 signature Seal Contact person: Kseniya Valerievna Khokholkova, Deputy Head of the Securities and Disclosures Division of the Department for Corporate Governance and Shareholder and Investor Relations Telephone: (495) 995-5333 #3203 Fax: (495) 664-81-33 E-mail: [email protected] The information contained in this Quarterly Report is available on the Internet at www.rosseti.ru and http://www.e-disclosure.ru/portal/company.aspx?id=13806 1 Contents Contents ................................................................................................................................................................. 2 Introduction ............................................................................................................................................................ 5 Section I. Details of the Issuer’s Bank Accounts, Auditor (Audit Organization), Appraiser, and Financial Advisor and the Individuals Who Signed This Quarterly Report .......................................................................... 6 1.1. Bank Account Details of the Issuer ............................................................................................................ -
PJSC FGC UES | Appendices to the Annual Report 2016
Appene to te Annual Report 2016 Annual Report 2016 1 Appendix 1 ADDITIONAL INFORMATION ON THE SECTIONS OF THE ANNUAL REPORT Contents APPENDIX 1. Additional Information on the The following Appendices are available on the official Company’s website at http://www.fsk-ees.ru/eng/investors/company_reports/ or in the electronic version of the Annual Report of PJSC FGC UES for 2016: Sections of the Annual Report Appendix 1. Additional Information on the Sections of the Annual Report 1 About the Company Appendix 2. Audit Commission’s Report 54 International Activity Appendix 3. Report on Compliance with the Russian Corporate Governance Code and 59 Federal Grid Company (PJSC FGC UES) is the transmission across the border of the Russian Report on Compliance with Main Principles of the UK Corporate Governance organization managing the Unified National Electric Federation and is a technical contractor of the export/ Code Grid (UNEG) under the Federal Law on 26 March 2003 import commercial contracts of the Wholesale Appendix 4. Information on Major Transactions and on Transactions by PJSC FGC UES in 80 No. 35-FZ On Electric Power. Starting from Electricity and Capacity Market (WECM) participants. 2016, Classified Under the laws of the Russian Federation as Related Party 1 January 2004 PJSC FGC UES performs the electricity Transactions Subject To Approval by the Company’s Authorised Governing Bodies Appendix 5. Information on Material Transactions made by PJSC FGC UES and Entities 113 Fnlan Controlled Thereby Appendix 6. Information on the Actual Execution of Instructions of the President and the 116 Government of the Russian Federation Estonia China Appendix 7. -
Company News SECURITIES MARKET NEWS LETTER Weekly
SSEECCUURRIIITTIIIEESS MMAARRKKEETT NNEEWWSSLLEETTTTEERR weekly Presented by: VTB Bank, Custody December 5, 2019 Issue No. 2019/46 Company News Freight One converts shares in papers with higher face value On November 28, 2019 Russian railway cargo operator Freight One, part of Fletcher Group of tycoon Vladimir Lisin, converted 31.346 bln ordinary shares with a face value of RUB 1 into 208.976 mln ordinary shares with a face value of RUB 150. The shareholder equity remained unchanged at RUB 31.346 bln. The old shares were cancelled. Subsidiary says to sell RUB 15 bln new shares to Russian Railways On November 28, 2019 the board of directors of Federal Passenger Company, a long-distance passenger subsidiary of Russian Railways, approved the sale of RUB 15 bln of additional shares in favor of the parent company. The shareholder will consider the decision on December 6. Federal Passenger Company plans to use the money to buy rolling stock under a long-term contract. MGTS board appoints executive director Medvedev as general director On November 29, 2019 the board of directors of Moscow City Telephone Network (MGTS), a fixed line unit of mobile operator MTS, appointed Executive Director Vladislav Medvedev as general director. At the top position, Medvedev replaced Pavel Kuznetsov, who moved to MTS in mid-September as a vice president and combined the powers. The staff changes are explained by a functional merger of MGTS and MTS in the Moscow Region, which was triggered earlier in 2019. As a result, MTS will receive commercial aspects of the business and MGTS technical ones. -
US Sanctions on Russia
U.S. Sanctions on Russia Updated January 17, 2020 Congressional Research Service https://crsreports.congress.gov R45415 SUMMARY R45415 U.S. Sanctions on Russia January 17, 2020 Sanctions are a central element of U.S. policy to counter and deter malign Russian behavior. The United States has imposed sanctions on Russia mainly in response to Russia’s 2014 invasion of Cory Welt, Coordinator Ukraine, to reverse and deter further Russian aggression in Ukraine, and to deter Russian Specialist in European aggression against other countries. The United States also has imposed sanctions on Russia in Affairs response to (and to deter) election interference and other malicious cyber-enabled activities, human rights abuses, the use of a chemical weapon, weapons proliferation, illicit trade with North Korea, and support to Syria and Venezuela. Most Members of Congress support a robust Kristin Archick Specialist in European use of sanctions amid concerns about Russia’s international behavior and geostrategic intentions. Affairs Sanctions related to Russia’s invasion of Ukraine are based mainly on four executive orders (EOs) that President Obama issued in 2014. That year, Congress also passed and President Rebecca M. Nelson Obama signed into law two acts establishing sanctions in response to Russia’s invasion of Specialist in International Ukraine: the Support for the Sovereignty, Integrity, Democracy, and Economic Stability of Trade and Finance Ukraine Act of 2014 (SSIDES; P.L. 113-95/H.R. 4152) and the Ukraine Freedom Support Act of 2014 (UFSA; P.L. 113-272/H.R. 5859). Dianne E. Rennack Specialist in Foreign Policy In 2017, Congress passed and President Trump signed into law the Countering Russian Influence Legislation in Europe and Eurasia Act of 2017 (CRIEEA; P.L. -
An Overview of Boards of Directors at Russia's Largest
An Overview of Boards of Directors at Russia’s Largest Public Companies Andrei Rakitin Milena Barsukova Arina Mazunova Translated from Russian August 2020 Key Results According to information disclosed by 109 of Russia’s largest public companies: • “Classic” board compositions of 11, nine, and seven seats prevail • The total number of persons on Boards of the companies under study is not as low as it might seem: 89% of all Directors were elected to only one such Board • Female Directors account for 12% and are more often elected to the audit, nomination, and remuneration committees than to the strategy committee • Among Directors, there are more “humanitarians” than “techies”, while the share of “techies” among chairs is greater than across the whole sample • The average age for Directors is 53, 56 for Chairmen, and 58 for Independent Directors • Generation X is the most visible on Boards, and Generation Y Directors will likely quickly increase their presence if the development of digital technologies continues • The share of Independent Directors barely reaches 30%, and there is an obvious lack of independence on key committees such as audit • Senior Independent Directors were elected at 17% of the companies, while 89% of Chairs are not independent • The average total remuneration paid to the Board of Directors is RUR 69 million, with the difference between the maximum and minimum being 18 times • Twenty-four percent of companies disclosed information on individual payments made to their Directors. According to this, the average total remuneration is approximately RUR 9 million per annum for a Director, RUR 17 million for a Chair, and RUR 11 million for an Independent Director The comparison of 2020 findings with results of a similar study published in 2012 paints an interesting dynamic picture. -
Share Capital
Company Strategic Production Financial Corporate Shareholder Appendix profile report results results governance and investor 181 ANNUAL REPORT – 2018 engagement SHARE CAPITAL PJSC Inter RAO has charter capital of RUB 293,339,674,800, which is split into STRUCTURE OF SHARE CAPITAL 104.44 billion ordinary shares with par value of RUB 2.809767 each. The shares % are included in the First Tier of the List of Securities that are permitted to trade AS OF DECEMBER 31, 2017 AS OF DECEMBER 31, 2018 on PJSC Moscow Exchange, the exchange’s highest tier. As of December 31, 2018, PJSC Inter RAO had no preferred shares. 4.9 9.2 18.6 The Russian Federation, as represented by the Federal Agency for State Property 29.4 Management, owns 493.69 ordinary shares (0.0000005% of charter capital). Shares in free-float The Russian Federation has no special right to manage the Company (“golden share”). Rosneftegaz Group JSC Inter RAO Capital PJSC FGC UES PJSC Inter RAO had a total of 354,745 shareholders as of December 31, 2018, 20.0 RusHydro Group including 351,968 individuals. 28.9 33.7 The proportion of quasi-treasury shares1 owned by JSC Inter RAO Capital is 29.39%. 27.6 The changes in the share ownership proportion of PJSC FGC UES from 18.57% 27.6 BUSINESS to 9.24% and the RusHydro Group from 4.92% to 0% resulted from transactions involving the purchase and sale of PJSC Inter RAO shares. The change in the proportion of share ownership of JSC Inter RAO – Capital INFORMATION ABOUT END BENEFICIARIES AS OF DECEMBER 31, 2018 from 19.98% to 29.39% resulted from transactions involving the purchase and sale Individual or company End Number of shares of PJSC Inter RAO shares and the implementation of a long-term incentive program name beneficiary Total % of charter for the management of the Inter RAO Group. -
Information on Candidates Nominated for Election to the Board of Directors of FGC UES, PJSC and Information on Availability Or
Information on candidates nominated for election to the Board of Directors of FGC UES, PJSC and information on availability or absence of their written consent to election to the Board of Directors of FGC UES, PJSC Status2 Aggregate Membership in the Boards of Directors of Relation to Shareholdi period of other companies ng in the Shareholder(s) Position (at the Candidate’s Candidate’s position and place of membership in Company No. who nominated Date of birth, education moment of I E N at the date of the report Nominated by the affiliates major Consent Full Name employment in the last 5 years1 the Company’s 1 the candidate nomination) candidate counter- Board of parties Directors 2013 – 2013 Director General, JSC Far East and Baikal Region Development Fund; Year of birth: 1973 2013 – 2014 Temporary Chief Pavel Executive Officer of Polyus Gold Higher Sergeyevich International Limited; Director General of Saint Petersburg State PJSC RusHydro Grachev PJSC 2014 – 2016 Chief Executive Officer PJSC Polyus 3 years 10 1 University, Diploma in Legal PJSC Polyus PJSC RusHydro no no no available (as an ROSSETI of Polyus Gold International Limited; Director General of months Studies, Lawyer; independent 2014 – 2016 President, JSC Polyus LLC “MC Polyus” SL Zoloto LLC director) Krasnoyarsk; University of Trieste, major in 2014 – present day Director General Law, J.D. of PJSC Polyus; 2016 – present day Director General of LLC “MC Polyus” 2008 – present day Member of the Year of birth: 1977 Management Board, Endowment Fund The Russian for Support and Development of the Prosperity Fund, Higher: Saint-Petersburg State University; PJSC "Aeroflot" The Prosperity M.V. -
INTER RAO Share Placement Price – 0.0535 RUB
Additional share issue Fundamentals Basic results of Private placement : INTER RAO share placement price – 0.0535 RUB Number of shares issued – 13,800,000,000,000 common shares Total number of shares placed with the participants of private placement – 6,822,972,629,771 shares. A total of 49.4% of newly issued shares were placed Number of shares placed with Inter RAO Capital – 2,917,890,939,501 (including shares for deal with Norilsk Nickel, stock option program and future deals) Final volume of Inter RAO’s authorized capital after private placement - 9,716,000,000,000 ordinary shares (increase by a factor of 3.36) Value of the share capital of the Company - 272.997 billion RUB* Total value of assets acquired by Inter RAO within the private placement: • Shares of utility companies - 283.2 bn RUB** • Cash – 81.8 bn RUB Share of government and state-owned companies in the authorized capital of Inter RAO amounts to 60%; Registration of additional share placement report by Federal Service for Financial Markets is planned for June 2011 Newly issued shares should start trading in June 2011 and merge into main symbol in October 2011 (MICEX) * Par value of 1 share - 0.02809767 RUB ** Value of assets based on independent appraisers. It does not include assets that might be received by INTER RAO’ s subsidiaries (closed subscription participants) after May, 17 2 Ownership structure Equity structure before Equity structure to May 17, 2011 Target equity structure after deals placement Minority finalization shareholders Federal Property Federal Property