Tgki-2007-Eng.Pdf
Total Page：16
File Type：pdf, Size：1020Kb
CONTENTS CORPORATE GOVERNANCE . 4 Letter to Shareholders by the Chairman of the Board of Directors . 6 Letter to Shareholders by the General Director . 7 TGC9 Highlights of 2007 . 8 TGC9 Progress and New Challenges . 15 TGC9 General Information . 17 TGC9 Organizational Structure . 19 Competitive Environment and Risk Factors . 24 Corporate Governance . 29 TGC9 Management and Control Bodies . 30 General Meeting of Shareholders . 30 Board of Directors . 33 Committees of the Board of Directors . 41 Internal Audit Committee . 47 General Director . 48 Management Board . 50 Shareholders' Equity . 57 PRODUCTION . 65 TGC9 Production Figures . 65 Energy Supply . 76 Environmental Policy . 80 PROCUREMENT . 81 Procurement Policy Summary . 81 Results of Purchasing Products, Works and Services . 85 FINANCE . 89 TGC9 Key Financial Highlights and Figures of Financial Statements for 2007 . 89 Auditor . 92 Financial Performance . 98 INVESTMENT . 105 Investment Operations . 105 Investment Program for Next Three Years . 111 PERSONNEL . 113 Personnel and Social Policy . 113 FUTURE DEVELOPMENT . 123 TGC9 Future Development . 123 REFERENCE INFORMATION FOR SHAREHOLDERS . 125 3 Letter to Shareholders by the Chairman of the Board of Directors of the Open Joint Stock Company Territorial Generating Company #9 Dear Shareholders, 2007 was the year when ref ormation of the Russian In order to bring more assets for implementation of the in power industry reached vestment projects a decision was made to emit additional its final stage. TGC9 always TGC9 shares. being among the pioneers of the reform continued July 9, the TGC9 Board of Directors relying on the Resolu its successful movement in tion of the Extraordinary General Meeting of the Sharehol the forefront of the transfor ders to increase authorized capital, ratified the Resolution mation. on Additional Share Emission. Among the major events of the previous year one should The placing price of the TGC9 shares was determined by mention the merger of OJSC Komi Regional Generating the TGC9 Board of Directors on December 10 2007 at the Company on February 1, 2007, which marked the comple rate of 0.00801 RUB per share. On January 25, 2008 the tion of the TGC9 target structure. TGC9 Board of Directors decided to accept LLC IESHol ding offer to purchase total stock of additional issue In 2007, the Board of Directors continued to improve the shares. organizational structure of TGC9. It was resolved to create affiliate branches using the nodal approach which implies December 2007, RAO UES of Russia sold 33,94% of the that each territorial branch includes all technologically in TGC9 shares that belonged to the energy holding and terrelated power stations and heating systems that supply was accounted for the state. As a result, participation of one industrial hub. These territorially and technologically RAO UES in TGC9 authorized capital dropped from interrelated power node branches were meant to increase 50.05% to 16.11%. The RAO UES Tender committee ac controllability and efficiency of TGC9 and to cut general cepted the offer of the buyer — IES Holding. The TGC9 and administrative expenses. shares that are still owned by RAO UES will be distributed among shareholders of the energy holding during the final An important achievement of the year of 2007 was the in reorganization. clusion of TGC9 shares in the quotation list B of the Rus sian Trading System Stock Exchange. Securities included in Placement of additional emission and sale of the TGC9 quotation lists A1, A2 and B are the most accredited instru shares that belonged to RAO UES are literally the key ments that meet the strict information disclosure require events for TGC9. RAO UES that established TGC9 stopped ments and norms of corporate behavior. In 2007, TGC9 being the Company's major shareholder. The TGC9 new was regularly included in the list of 12 key Russian energy major shareholder LLC IESHolding had long been partici producers which securities were used for calculating Mos pating in the Company's management and as a result of all cow Central Stock Exchange electric power industrial index. the procedures consolidated more than 75% of the TGC9 shares. December 7, 2007, an Extraordinary General Meeting of the Shareholders ratified the contract for power supply to the I am sure that our new major shareholder will ensure suc wholesale market between TGC9, CJSC Financial Arrange cessful development of TGC9 and will implement the Com ments Center and Administrator of Trade System of Whole pany's welldeveloped major investment program. sale Electric Power Market of the Unified Energy System NonProfit Partnership. The contract specified obligations I'd like to wish you financial wellbeing and further achieve of TGC9 on commissioning new generating capacities. ments! Chairman of the Board of Directors, OJSC Territorial Generating Company #9 A.V. CHIKUNOV 6 Letter to Shareholders by the General Director of the Open Joint Stock Company Territorial Generating Company #9 Dear Shareholders, In 2007, TGC9 continued its reached the final stage. TGC9 signed a contract with a successful work of delivering branch of Siemens Company for equipment supply and de power to enterprises and resi livery of relevant works at Perm CHPP6. Reconstruction of dents of Sverdlovsk Region, CHPP6 basically implies constructing a new power station Permsky Krai and Komi Re with 120 MW capacities on the existing site. public. The Company safely The Company worked hard to provide the city of Berez worked during autumn and niki with sustainable power supply despite the collapse winter period of 20062007; at the potash mine. Heat load was transferred from Berezni as a consequence of quality maintenance it obtained ki CHPP10 that happened to be in the possible earth sur Readiness Certificate for working in autumn and winter face subsidence zone (which included building of a new period of 20072008. heating water converter plant and a reverse hydraulic pow TGC9 achieved the increase of electric power output. er unit, reconstruction of the steam boiler, and building of a The Company's power stations generated 16.29 bln kilo new heating pipeline). Berezniki CHPP10 gas pipeline was watthours of electricity, which is a production increase of also dismantled and moved along with some equipment be 2.5% compared to 2006. Heat power supply was 42.6 mln cause the CHPP happened to be in the bypass railway con Gcal, which is slightly lower compared to 2006 due to warm struction area. winter. An important event of 2007 was acceptance.