PJSC RusHydro | Annual Report 2018
Short biographies of the Board of Directors members1
YURY TRUTNEV Born in 1956
Chairman of the Board Education, academic degree, academic rank: of Directors Graduated from the Perm National Research Polytechnic University with a degree in Mining Engineering Non-Executive Director
Representative of Experience over the last 5 years: the Russian Federation, ↗↗ 2013–present: Deputy Prime Minister of the Russian Federation and Presidential public officer Plenipotentiary Envoy to the Far Eastern Federal District
Positions held in collective governing bodies as of December 31,2018:
↗↗ member of the Supervisory Board of Rosatom State Corporation
↗↗ Chairman of the Supervisory Board of the Far Eastern Federal University
↗↗ Co-Chairman of the Russian Union of Martial Arts
ARTEM AVETISYAN Born in 1976
Non-Executive Director Education, academic degree, academic rank:
Representative of ↗↗ Graduated from the Financial University under the Government of the Russian the Russian Federation Federation with a degree in Finance and Lending ↗↗ Postgraduate studies at the Financial University under the Government of the Russian Federation
↗↗ Audit retraining program at Moscow State University
Experience over the last 5 years:
↗↗ 2011–present: Head of New Business at the Agency for Strategic Initiatives
↗↗ 2012–present: Chairman of the Leaders Club
↗↗ 2014–2016: Vice President of the NEO Centre
Positions held in collective governing bodies as of December 31,2018:
↗↗ Chairman of the Board of Directors of Vostochny Bank
↗↗ Chairman of the Board of Directors of Modulbank
1 As at December 31, 2018
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MAXIM BYSTROV Born in 1964
Non-Executive Director Education, academic degree, academic rank: Graduated from the National Research Moscow State University of Civil Engineering Independent Director1 with a degree in Hydraulic Engineering and Power Plant Construction Graduated from the Russian Foreign Trade Academy with a degree in International Economics
Experience over the last 5 years:
↗↗ 2013–present: Chairman of the Management Board of NP Market Council
↗↗ 2013–present: Chairman of the Management Board of JSC ATS
Positions held in collective governing bodies as of December 31,2018:
↗↗ member of the Supervisory Board of the NP Market Council
↗↗ member of the Board of Directors at JSC ATS
↗↗ member of the Board of Directors at JSC SO UES
PAVEL GRACHEV Born in 1973
Non-Executive Director Education, academic degree, academic rank:
Independent Director Graduated from the Saint Petersburg State University and the University of Trieste (Italy) with degrees in law, Doctor of Law
Experience over the last 5 years:
↗↗ 2016–present: General Director of MC Polyus LLC
↗↗ 2014–present: Chief Executive Officer of PJSC Polyus
↗↗ 2014–2016: President of JSC Polyus Krasnoyarsk
↗↗ 2013–2016: Interim Chief Executive Officer, Chief Executive Officer of Polyus Gold International Limited
Positions held in collective governing bodies as of December 31,2018:
↗↗ Chairman of the Board of Directors at SL Gold
↗↗ Member of the Board of Directors of PJSC Polyus
↗↗ Member of the Board of Directors at PJSC FGC UES
1 Maxim Bystrov was recognised by the Board of Directors as an Independent Director because at the date of recognition he met the formal criteria of being related to the Company’s substantial counterparties, including JSC ATS, JSC SO UES, JSC FSС and NP Market Council. The abovementioned relation is formal and does not affect Maxim Bystrov’s ability to act as a member of the Board of Directors in the interests of the Company and all of its shareholders. For more information, see the Company’s website at: http://www.eng.rushydro.ru/upload/iblock/fe6/Extract-from-the-minutes-June-1-2018--271.pdf
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SERGEY IVANOV
Non-Executive Director Born in 1961
Independent Director1 Education, academic degree, academic rank: Graduated from the National Research Nuclear University with a degree in Theoretical Nuclear Physics PhD degree in Economics, Professor Corresponding member of the Russian Academy of Natural Sciences
Experience over the last 5 years:
↗↗ 2016–2018: General Director at RT-Capital
↗↗ 2015–2016: General Director of Nechernozemagropromstroy Corporation
↗↗ 2012–2015: General Director of LENSENT
↗↗ 2011–2016: General Director of Energetic Russian Company (ERCO)
↗↗ 2007–2014: Chairman of the Presidium of the National Institute of Energy Security
VYACHESLAV Born in 1967 KRAVCHENKO Education, academic degree, academic rank: Non-Executive Director Graduated from the Moscow State University with a degree in Law Representative of the Russian Federation Experience over the last 5 years: ↗↗ 2013–2018: Deputy Minister of Energy of the Russian Federation
Positions held in collective governing bodies:
↗↗ State representative in the Supervisory Board of the NP Market Council
↗↗ Chairman of the Board of Directors at JSC SO UES
↗↗ member of the Board of Directors of Rosseti
1 Sergey Ivanov was elected Senior Independent Director by the Nomination and Compensation Committee of the Board of Directors of RusHydro. He was recognized by the Board of Directors as an Independent Director because at the date of recognition he met the formal criteria of being related to the state: he held the position of General Director at RT-Capital LLC, which is controlled by the Russian Federation, during the year prior to the election to the Board of Directors of RusHydro. The abovementioned relation is formal and does not affect Sergey Ivanov’s ability to act as a member of the Board of Directors in the interests of the Company. For more information, see the Company’s website at: http://www.eng.rushydro.ru/upload/iblock/fe6/Extract-from-the-minutes-June-1-2018--271.pdf
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PAVEL LIVINSKY Born in 1980
Non-Executive Director Education, academic degree, academic rank:
Representative of the Russian ↗↗ Graduated from the Moscow State University with a degree in Economics in 2001 Federation ↗↗ Graduated from the Moscow State University with a Master’s degree in Management in 2003
Experience over the last 5 years:
↗↗ 2017–present: General Director, Chairman of the Management Board at Rosseti
↗↗ 2013–2017: Head of the Moscow Department of Fuel and Energy, in 2017: Head of the Moscow Department of Housing, Utilities and Amenities
Positions held in collective governing bodies:
↗↗ Chairman of the Board of Directors at PJSC FGC UES
↗↗ member of the Board of Directors of Rosseti
↗↗ member of the Board of Directors at JSC SO UES
↗↗ member of the Management Board of the Russian Union of Industrialists and Entrepreneurs (RSPP)
↗↗ President of the Sport Federation of Firefighters and Rescuers
VYACHESLAV PIVOVAROV Born in 1972
Education, academic degree, academic rank: Non-Executive Director Graduated from the Sergo Ordzhonikidze State Academy of Management with Independent director a degree in International Economics Graduated from the American University of Paris with a degree in Applied Economics Received MBA from Stanford University
Experience over the last 5 years: 1 ↗↗ 2017–present: President of Altera Capital
2 ↗↗ 2011–2017: President of Altera Capital
Positions held in collective governing bodies:
↗↗ member of the Board of Directors at GeoProMining Investment Ltd (Cyprus)
1 INN: 7714961556. 2 INN: 7703741291.
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MIKHAIL RASSTRIGIN Born in 1983
Representative of Education, academic degree, academic rank: the Russian Federation, Graduated from Ivanovo State Power Engineering University public officer ↗↗ Degree in Heat Power Station Engineering, 2005; Non-Executive Director ↗↗ Bachelor of Economics, 2005.
Experience over the last 5 years:
↗↗ 2017–present: Deputy Minister of Economic Development
↗↗ 2017: Assistant Minister of Economic Development
↗↗ 2011–2017: Head of Electric Power, Natural Resources Directorate, Research Department, VTB Capital
Positions held in collective governing bodies:
↗↗ member of the Board of Directors of Rosseti
↗↗ member of the Board of Directors at JSC SO UES
↗↗ member of the Management Board of the Federal Antimonopoly Service
NIKOLAY ROGALEV Born in 1962
Non-Executive Director Education, academic degree, academic rank: Graduated from the Moscow Power Engineering Institute (heat power stations), Representative of Professor the Russian Federation
Experience over the last 5 years:
↗↗ 2016–present: President of NP Scientific and Technical Council of the Unified Energy System
↗↗ 2015–present: Head of Department at the Moscow Power Engineering Institute (part-time)
↗↗ 2013–present: Dean of the Moscow Power Engineering Institute
Positions held in collective governing bodies:
↗↗ member of the Board of Directors of Rosseti
↗↗ member of the Board of Trustees of the Energy Without Borders foundation
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SERGEY SHISHIN Born in 1963
Non-Executive Director Education, academic degree, academic rank: Graduated from the KGB Moscow Higher Frontier Guards Command Academy Representative of the Russian Federation KGB Military School Russian Presidential Academy of National Economy and Public Administration, degree in Public and Municipal Administration PhD in Economics
Experience over the last 5 years:
↗↗ 2007–present: Senior Vice President at VTB Bank
ANDREY SHISHKIN Born in 1959
Non-Executive Director Education, academic degree, academic rank: Graduated from the Gubkin Moscow Institute of Petrochemical and Gas Industry with a degree in Industrial Heat and Power Engineering
Experience over the last 5 years:
↗↗ 2016–present: President, Chairman of the Management Board at Bashneft
↗↗ 2015–present: General Director at RN-Assets
↗↗ 2012–present: Vice President for Energy, Localization and Innovation;
↗↗ since 2015: member of the Management Board at Rosneft
Positions held in collective governing bodies:
↗↗ member of the Board of Directors at RN-Assets
↗↗ deputy Chairman of the Board of Directors at Bashneft
↗↗ chairman of the Board of Directors at Okha CHPP
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NIKOLAY SHULGINOV Born in 1951 Positions held in collective governing bodies: Education, academic degree, Executive Director ↗↗ member of the Board of Directors academic rank: of Global Sustainable Energy Representative of Sergo Ordzhonikidze Novocherkassk Partnership the Russian Federation Polytechnic Institute awarded the ↗↗ member of the Board of Directors of Order of the Red Banner of Labor; holds Rosseti a PhD degree in Technology ↗↗ chairman of the Supervisory Board of Association Hydropower of Russia Experience over the last 5 years: ↗↗ member of the Supervisory Board of ↗↗ 2015–present: Chairman of the the NP Market Council Management Board – General Director of RusHydro ↗↗ member of the Management Board of the Russian Union of Industrialists ↗↗ 2009–2015: First Deputy Chairman and Entrepreneurs (RSPP) of the Management Board of JSC SO UES ↗↗ member of the Board of Trustees of the National Research University Moscow Power Engineering Institute
↗↗ deputy Chairman of the Supervisory Board of NP Scientific and Technical Council of the Unified Energy System
Short biographies of members of the Board of Directors prior to June 27, 2018
ALEXEI CHEKUNKOV Born in 1980 Positions held in collective governing bodies: Education, academic degree, Non-Executive Director ↗↗ member of the Board of Directors at academic rank: Skolkovo Ventures Representative of Graduated from Moscow State Institute the Russian Federation ↗↗ member of the Board of Directors at of International Relations with a degree Voskhod in Economics ↗↗ member of the Supervisory Board at ALROSA Experience over the last 5 years: ↗↗ chairman of the Supervisory Board at ↗↗ 2014–present: Chief Executive Officer the Far East Investment and Export of the Far East and Baikal Region Agency Development Fund
↗↗ 2013–2014: First Deputy CEO at Kada- Neftegaz
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NIKOLAY PODGUZOV Born in 1974 Positions held in collective governing bodies: Education, academic degree, Non-Executive Director ↗↗ member of the Supervisory Board at academic rank: VTB Bank Representative of St. Petersburg State Institute of the Russian Federation ↗↗ member of the Supervisory Board at Technology Post Bank Moscow State Institute of International ↗↗ member of the Board of Directors at Relations (University) under the Ministry Rosseti of Foreign Affairs ↗↗ member of the Board of Directors at the Deposit Insurance Agency Experience over the last 5 years:
↗↗ 2017–present: Chief Executive Officer at the Russian Post
↗↗ 2013–2017: Deputy Minister of Economic Development of the Russian Federation
Additional information Board of Directors’ report on the members of the Board of Directors In 2018, the Board of Directors held 18 meetings, including seven meetings As at December 31, 2018, the directors For more information on the members in person, and considered 169 matters. of the Board of Directors, see section held (directly or indirectly) no 5.2.1 of the Company’s quarterly In 2018, the attendance at meetings shares of the Company or shares/ report for Q4 2018 on the Company’s of the Board of Directors stood at 90% stakes Company’s subsidiaries. In the website at: www.rushydro.ru of all meetings held during the year. reporting year, members of the Board of Directors did not buy or sell the Attendance in 2018 by director Company’s shares. Full name Meetings Attendance, % attended/total No loans were issued by the Company or RusHydro Group to any members of Artem Avetisyan 13/18 72 the Board of Directors. Maxim Bystrov 17/18 94 Pavel Grachev 18/18 100 Duties of officials representing Sergey Ivanov 17/18 94 the Russian Federation are set forth in Resolution No. 738 of the Russian Vyacheslav Kravchenko 15/18 83 Government dated December 3, 2004. Vyacheslav Pivovarov 15/18 83 Mikhail Rasstrigin (starting June 27, 2018) 7/8 88 The independence of the members Nikolay Rogalev 18/18 100 of the Board of Directors is defined in line with the independence Yury Trutnev 17/18 94 criteria of the Moscow Exchange and Pavel Livinsky (starting June 27, 2018) 8/8 100 the Corporate Governance Code Sergey Shishin 17/18 94 recommended by the Bank of Russia. Andrey Shishkin 16/18 89 As at the date of appointment Nikolay Shulginov 18/18 100 and during 2018, no conflicts of Alexei Chekunkov 10/10 100 interest (including participation in (member until June 27, 2018) the governing bodies of the Company’s Nikolay Podguzov 5/10 50 competitors) of any member of (member until June 27, 2018) the Board of Directors was reported.
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