Moody's Takes Rating Actions on 16 Russian Non-Financial Corporates
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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. -
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. -
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. -
Internal Custody News Company News SECURITIES MARKET
SSEECCUURRIIITTIIIEESS MMAARRKKEETT NNEEWWSSLLEETTTTEERR weekly Presented by: VTB Bank, Custody November 19, 2020 Issue No. 2020/45 Internal Custody News Change of VTB Bank’s legal address We hereby would like to inform you that as from 16.11.2020 the legal address of VTB Bank (PJSC) (the “Bank”), was changed. The new legal address of the Bank is: 11, Lit.A Degtyarny Lane, St. Petersburg, 191144 Russian Federation. The Bank’s legal address was changed in view of the state registration of the restated Charter of the Bank approved by the Bank’s General Shareholders Meeting on 24.09.2020. On 16.11.2020 a relative entry was made to the Unified State Register of legal entities. Company News Rosneft buys back USD 0.9 mln of securities on November 9-13 On November 16, 2020 Russian oil major Rosneft stated that the company bought back 177,314 shares and global depositary receipts (GDRs) for USD 0.9 mln from November 9 through November 13. Rosneft bought 20,960 ordinary shares and 156,354 GDRs. The weighted average price stood at USD 4.95 apiece. Since the launch of the USD 2 bln buyback program on March 23, the company bought back 80.934 mln securities for USD 370.4 mln. Raspadskaya may adjust dividend policy after coal assets merger On November 16, 2020 Evraz CEO Alexander Frolov said during an online conference that Russian coal producer Raspadskaya is highly likely to adjust its dividend policy after a merger on its basis of coal assets of U.K.-based mining giant Evraz, which operates mainly in Russia. -
Federal Grid Company of Unified Energy System
FEDERAL GRID COMPANY OF UNIFIED ENERGY SYSTEM ANNUAL REPORT WorldReginfo - b29cb2af-cbc8-402d-b3a6-fffe86634d00 ANNUAL REPORT 2008 WorldReginfo - b29cb2af-cbc8-402d-b3a6-fffe86634d00 Address to Shareholders Operating Corporate Operating Development of the Human Resources Environmental policy. Attachments of Chairmen of Board Results (13) Governance (23) Activity (51) Corporate Information management and Corporate Social (127) of Directors and Management System Social policy. Responsibility (117) Management Board (5) (CIMS) and Telecom- Social Partnership (103) munication Network (91) History of Establishing Scientific and Technical Contact information Most Important and Core Types Economics and work and Innovative for Shareholders Events in 2008 (9) of Activity (17) Securities (43) Finance (71) Investments (81) Procurement (99) Technologies (111) and Investors (123) WorldReginfo - b29cb2af-cbc8-402d-b3a6-fffe86634d00 CHAPTER 1. ADDRESS TO SHAREHOLDERS OF CHAIRMEN OF BOARD OF DIRECTORS AND MANAGEMENT BOARD 4 5 WorldReginfo - b29cb2af-cbc8-402d-b3a6-fffe86634d00 FGC UES Annual Report 2008 Chapter 1 Address to Shareholders of Chairmen of Board of Directors and Management Board Address to shareholders of Chairmen of Board of Directors and Management Board During 2008 the Company continued realization of its large-scale investment program. JSC FGC UES invested RUR 136.221 billion into modernization of assets within the Unified national energy grid (UNEG) enabling to put into service 1,047 km of electric energy transmis- sion facilities; 10,314 MVA of transformer capacity; 1,285 MVA of reactor capacity, back up commissioning of future periods. Key UNEG facilities were commissioned during 2008. In particular, modernization of substations 500 kV Beskudnikovo and 500 kV Otchakovo was completed and substation 500 kV Zapadnaya was built within the Moscow energy system that increased reliability, transmission capacity of the backbone grid and provided for con- necting new customers in Moscow and Moscow region. -
Details of Candidates to the Board of Directors of Rushydro
Details of candidates to the Board of Directors of RusHydro N Full name Position as of the Employment history over the 5 years preceding the nomination date, positions Nomination of a Education The relations of a Shareholder who Compliance of o. and year of nomination date: held as of the nomination date candidate to the candidate with nominated the candidate candidates with birth Employ Employme Place of work Position Board of affiliates and major and independence criteria ment nt Directors or contracting parties availability of written (as defined by the comme terminatio selection of the Company1 consent Listing Rules of PJSC ncemen n date (appointment) to of the candidate Moscow Exchange t date positions at other MICEX-RTS and by the entities Corporate Governance Code of PJSC RusHydro) approved by resolution of the Personnel and Remuneration Committee (Minutes No. 74 dated May 18, 2018) 1 Artem Director of New Business of 2011 present Autonomous Nonprofit New Business Director Higher none Russian Federation, Does not match the Davidovich the Autonomous Nonprofit Organization Agency of represented by the Federal independence criteria. Avetisyan Organization Agency of Strategic Initiatives for the Finance Academy under Agency for State Property (as per Decree of the 1976 Strategic Investments for Promotion of New Projects the Government of the Management Government of the the Promotion of New 2012 present Nonprofit partnership Club of Chairman – Russian Federation, Russian Federation N. Projects Leaders in Promotion of speciality: Appraisal -
Public Joint Stock Company Federal Grid Company of the Unified Energy System ANNUAL FINANCIAL REPORT for 2016 in Accordance With
Public Joint Stock Company Federal Grid Company of the Unified Energy System ANNUAL FINANCIAL REPORT FOR 2016 In accordance with the UK Disclosure and Transparency Rules April 2017 Moscow CONTENTS 1. ABOUT THE COMPANY 3 2. CORPORATE GOVERNANCE 3 3. SHARE CAPITAL 4 4. MARKET REVIEW 7 5. CORPORATE STRATEGY, CHALLENGES AND SOLUTIONS 8 6. OPERATING ACTIVITIES 12 7. DEVELOPMENT OUTLOOK 14 8. MOTIVATION POLICY FOR TOP MANAGEMENT 17 9. FINANCIAL RESULTS 20 10. DISCLAIMER 31 11. RESPONSIBILITY STATEMENT 31 2 1. ABOUT THE COMPANY Federal Grid Company of Unified Energy System, PUBLIC JOINT-STOCK COMPANY (hereinafter referred to as PJSC FGC UES and/or FGC) was founded in 2002 in the course of reforming the Russian power industry. The Company’s key activities are: ● Electricity transmission via backbone electric grids; ● Technological connection services. We are included in the list of strategically important companies for Russia’s industrial development. As a result of our 14-year effective work, we have become one of Russia’s largest power sector companies in terms of market capitalisation, and also one of the leading “blue chips” on the Russian stock market. More than 22.2 thousand employees ensure the sustainable and efficient operation of 140.3 thousand kilometres of electricity transmission lines1 and 939 substations1 in the territory of 77 regions of Russia, covering a total area of over 15.1 million square kilometres. As of 31 December 2016, Federal Grid Company has 51 regional branches, including: ● 8 branches – Main Power Transmission Lines (MES); ● 41 branches – Main Power Transmission Line Companies (PMES); ● 1 branch – Bely Rast Special Production Plant; ● 1 branch – Centre for Technical Supervision2.