Management Board
The Management Board of the Company is a collegial executive body of the Company responsible for the practical implementation of the objectives of the Development Strategy and the policies of the Company, reporting to the General Meeting of Shareholders and the Board of Directors of the Company/ The Chairman of the Board in accordance with the Charter of IDGC of South, PJSC is the Director General of the Company.
The Management Board of the Company, managing the current activities of the Company, acts in the interests of the Company, guided by decisions of the General Meeting of Shareholders and the Board of Directors of the Company, in accordance with the laws of the Russian Federation, the Charter of IDGC of South, PJSC, the Regulations on the Management Board of IDGC of South, PJSC approved by the annual General Meeting of Shareholders of the Company on June 9, 2018 (Minutes No. 18 of June 15, 2018) and other internal documents of the Company.
The competence of the Management Board of the Company includes the activities of the Company in accordance with the current legislation of the Russian Federation and art. 22 of the Charter of the Company.
In accordance with the sub. 5 p. 22.2 of Art. 22 of the Charter of IDGC of South, PJSC the Management Board of the Company makes decisions on matters falling within the competence of the supreme management bodies which are the General Meetings of Shareholders of business entities, 100% of whose authorized capital belongs to IDGC of South, PJSC.
Determination of the number of members of the Company’s Management Board, election of members of the Company’s Management Board, determination of remuneration and compensation paid to them, early termination of their powers are carried out by decision of the Board of Directors of the Company. The number of members of the Company’s Management Board in accordance with clause 22.3 of Art. 22 of the Charter of IDGC of South, PJSC cannot be less than three people.
During the reporting year there were no changes in the staff of the Management Board.
Board MembersThe composition and positions are as of December 31, 2018.
Birth year: 1975
Citizenship: Russian Federation
Education
Higher education.
Lomonosov Moscow State University, specialty "jurisprudence", qualification - lawyer.
Ph.D. in Law.
Awarded the title "Honoured Energy Worker"
Positions occupied in the last five years:
2018–31.12.2018 — Volgograd Inter-district Electric Networks Joint-Stock Company/Volgograd Inter-district Electric Networks Public Joint-Stock Company, Chairman of the Board of Directors;
2015–31.12.2018 — Interregional Distribution Grid Company of the South Open Joint-Stock Company/Interregional Distributive Grid Company of the South Public Joint-Stock Company, member of Board of Directors;
2014–31.12.2018 — Open Joint-Stock Company "Interregional Distribution Grid Company of the South"/Public Joint-Stock Company "Interregional Distributive Grid Company of the South", Chairman of the Management Board, General Director;
2014–2019 — Donenergo Open Joint-Stock Company/Donenergo Joint-Stock Company, member of Board of Directors;
2014–2014 — Open Joint-Stock Company "Interregional Distribution Grid Company of the South", First Deputy General Director;
2012–2014 — United Energy Open Joint-Stock Company, Advisor to the General Director
Position: Deputy General Director - Director of the IDGC of South - Kalmenergo, PJSC branch
Birth year: 1971
Citizenship: Russian Federation
Education
Higher education.
Novocherkassk Order of the Red Banner of Labor Polytechnic Institute named after S. Ordzhonikidze, Novocherkassk, with a degree in Automatic Control of Electric Power Systems.
State Academy of vocational retraining and advanced training of executives and specialists in the investment sector under the programme "Ensuring Environmental Safety by Managers and Specialists of General Economic Management Systems".
Interdisciplinary Institute for Advanced Studies and Retraining of Leading Personnel and Specialists of the Russian Academy of Economics. named after G.V. Plekhanov on the federal programme of management training "Management", degree in Strategic Management, with the right to conduct professional activities in the field of management
Positions occupied in the last five years:
2016–31.12.2018 — Interregional Distribution Grid Company of South Public Joint-Stock Company, Deputy General Director — Director of the Kalmenergo branch;
2013–2016 — Interregional Distribution Grid Company of South Open Joint-Stock Company / Interregional Distributive Grid Company of South Public Joint-Stock Company, Deputy General Director — Director of the Astrakhanenergo branch;
2011–31.12.2018 — Interregional Distribution Grid Company of South Open Joint-Stock Company / Interregional Distributive Grid Company of South Public Joint-Stock Company, member of the Board
Position: Deputy General Director for Technical Issues — Chief Engineer, Member of the Reliability Committee
Birth year: 1966
Citizenship: Russian Federation
Education
Higher education.
Pavlodar Industrial Institute with a degree in Electrical Systems.
Volgograd Academy of State Service, retraining with a degree in State and Municipal Administration.
Institute for Advanced Studies of Executives and Experts of the Fuel and Energy Complex under the programme "Organization of the Protection of Commercial Secrets"
Professional retraining at State University of Management under the programme "Management of energy companies in a market economy with the right to conduct professional activities in the field of economics and management in the electric power industry".
Professional retraining at Russian Academy of National Economy and Public Administration under the President of the Russian Federation under the programme "Management of the Company’s Development" (2013)
Positions occupied in the last five years:
2013–31.12.2018 — Energoservice of South Open Joint-Stock Company / Energoservice of South Joint-Stock Company, Chairman of the Board of Directors;
2013–31.12.2018 — Interregional Distribution Grid Company of South Open Joint-Stock Company / Interregional Distributive Grid Company of South Public Joint-Stock Company, Deputy General Director for Technical Issues — Chief Engineer;
2010–31.12.2018 — Interregional Distribution Grid Company of South Open Joint-Stock Company / Interregional Distribution Grid Company of South Public Joint-Stock Company, member of the Board
Position: Deputy General Director - Chief of Staff
Birth year: 1981
Citizenship: Russian Federation
Education
Higher education.
Kuban Institute of International Entrepreneurship and Management, with a degree in Finance and Credit.
Kuban State Agrarian University, with a degree in agroengineering
Positions occupied in the last five years:
2016–31.12.2018 — Energetic Recreation Center Joint-Stock Company, Chairman of the Board of Directors;
2016–31.12.2018 — Interregional Distribution Grid Company of South Public Joint-Stock Company, Director of Kubanenergo branch of IDGC of South, PJSC;
2016–31.12.2018 — Public Joint-Stock Company Interregional Distribution Grid Company of South, member of the Board;
2016–31.12.2018 — Interregional Distribution Grid Company of South Public Joint-Stock Company, Deputy General Director — Head of the Board;
2015–2016 — Interregional Distribution Grid Company of South Open Joint-Stock Company / Interregional Distributive Grid Company of South Public Joint-Stock Company, Deputy Chief of Staff;
2014–2015 — Interregional Distribution Grid Company of North Caucasus, Open Joint-Stock Company, Advisor;
2007–2014 — Interregional Distribution Grid Company of South Open Joint-Stock Company, Head of the Administrative and Economic Support Department
Position: Deputy General Director for Economics and Finance, member of the Committee for Strategy, Development, Investments and Reform, member of the Committee for Reliability
Birth year: 1972
Citizenship: Russian Federation
Education
Higher education.
Kharkiv Aviation Institute named after N.E. Zhukovsky, Kharkiv, with a degree in Aircraft Engines and Power Plants.
Rostov State University, with a degree in Jurisprudence
Positions occupied in the last five years:
2018–31.12.2018 — Volgograd Inter-district Electric Networks Joint-Stock Company/Volgograd Inter-district Electric Networks Public Joint-Stock Company, member of the Board of Directors;
2013–31.12.2018 — Interregional Distribution Grid Company of South Open Joint-Stock Company / Interregional Distributive Grid Company of South Public Joint-Stock Company, member of the Board;
2012–31.12.2018 — Interregional Distribution Grid Company of South Open Joint-Stock Company / Interregional Distribution Grid Company of South Public Joint-Stock Company, Deputy General Director for Economics and Finance
Position: Chief Accountant — Head of the Department of Accounting and Tax Accounting and Reporting
Birth year: 1952
Citizenship: Russian Federation
Education
Higher education.
All-Union Correspondence Financial and Economic Institute, Moscow, with a degree in Labor Economics
Positions occupied in the last five years:
2013–31.12.2018 — Interregional Distribution Grid Company of South Open Joint-Stock Company / Interregional Distributive Grid Company of South Public Joint-Stock Company, member of the Board;
2008–31.12.2018 — Interregional Distribution Grid Company of South Open Joint-Stock Company / Interregional Distributive Grid Company of South Public Joint-Stock Company, Chief Accountant — Head of the Accounting and Tax Accounting Department
Position: Deputy General Director for Security
Birth year: 1957
Citizenship: Russian Federation
Education
Higher education.
Moscow Higher Frontier Command Red Banner School of the KGB SSR named after Mossovet; The Red Banner Institute of the KGB SSR named after Y.V. Andropova
Positions occupied in the last five years:
2014–31.12.2018 — Interregional Distribution Grid Company of South Open Joint-Stock Company / Interregional Distributive Grid Company of South Public Joint-Stock Company, member of the Board;
2013–31.12.2018 — Interregional Distribution Grid Company of South Open Joint-Stock Company / Interregional Distributive Grid Company of South Public Joint-Stock Company, Deputy General Director for Security
Place of work: IDGC of South, PJSC
Position: Deputy General Director — Director of Rostovenergo branch of IDGC of South, PJSC until 10.10.2018
Birth year: 1976
Citizenship: Russian Federation
Education
Higher education.
Novocherkassk State Technical University, Novocherkassk, with a degree in Automatic Control of Electric Power Systems
Positions occupied in the last five years:
Chief Engineer of Rostovenergo OJSC Branch — North-Eastern Electric Networks;
Deputy Chief Engineer of Kalmenergo branch of IDGC of South, JSC;
Deputy Director for Technical Issues — Chief Engineer of Kalmenergo branch of IDGC of South, JSC;
Deputy General Director — Director of Kalmenergo branch of IDGC of South, JSC
General Information about Board Members and Conflicts of Interest
In the reporting period, none of members of the Board of IDGC of South, PJSC:
- had kinship with persons belonging to the governing bodies and/or authorities overseeing the financial and economic activities of IDGC of South, PJSC;
- not brought to administrative responsibility for offences in the field of finance, taxes and fees, the securities market or criminal liability for crimes in the field of economics or for crimes against state power;
- did not occupy positions in the management bodies of commercial organisations during the period when a bankruptcy case was initiated and/or one of the bankruptcy procedures provided for by the legislation of the Russian Federation on insolvency was instituted (bankruptcy);
- had a conflict of interest with the executive bodies of IDGC of South, PJSC.
All members of the Company’s Management Board are citizens of the Russian Federation.
P.V. Goncharov, member of the Management Board, owns a share of ordinary shares of IDGC of South, PJSC in the amount of 0.0003% of the Company’s authorized capital. Other members of the Company’s Management Board do not own shares of IDGC of South, PJSC, shares of subsidiaries and dependent companies of IDGC of South, PJSC. Information about the conclusion of transactions by the members of the Board on the acquisition or alienation of shares was not received by the Company.
The agreement of all members of the Company’s Management Board to disclose information about them in this Annual Report was obtained.
Board Activities in 2018
| Kind of activity | 2016 | 2017 | 2018 |
|---|---|---|---|
| Number of meetings held by the Board | 43 | 44 | 43 |
| among them through joint attendance | 7 | 3 | 2 |
| Number of issues addressed | 80 | 115 | 139 |
Meetings of the Board in the reporting year were held in accordance with the plans of its work, as well as at the initiative of the Chairman of the Board.
| Full name of Board member | Number of meetings |
|---|---|
| Boris Borisovich Ebzeev | 40/43 |
| Timur Ulyumdzhievich Alaev | 40/43 |
| Pavel Viktorovich Goncharov | 42/43 |
| Grigory Grigorievich Savin | 40/43 |
| Aleksey Aleksandrovich Rybin | 40/43 |
| Sergey Alekseevich Chekmarev | 31/43 |
| Aleksandr Aleksandrovich Chasovskoy | 38/43 |
| Yulianna Khasanovna Dzhabrailova | 42/43 |
Among the most important issues addressed by the Company’s Management Board in 2018, the following should be noted.
- On consideration of the Report on the implementation of the Development Plan of IDGC of South, PJSC.
- On approval of the Action Plan for the management of key operational risks of the Company for 2018.
- On consideration of the Consolidated Performance Report based on the principles of RAS and the IDGC business plan of the Group consolidated on the principles of IDGC of South.
- On the acquisition of additional vouchers for summer recreation holidays for the children of the Company’s employees.
- On conclusion of advertising services agreement between PFC CSKA, JSC and IDGC of South, PJSC.
- On the status of accounts receivable for electricity transmission services.
- On consideration of reports on the results of financial and economic activities of the Company’s subsidiaries and affiliates.
The members of the Management Board of IDGC of South, PJSC systematically reviewed reports on the implementation of previously adopted decisions, monitored the Company’s activities on technological connection of consumers to distribution grids, including contractual work and general connection statistics taking into account individual groups of consumers for the reporting period.
In addition, at the meetings of the Management Board of the Company, issues related to the competence of the supreme management bodies of business societies, 100% of whose authorized capital belongs to IDGC of South, PJSC, were considered.
Remuneration (reimbursement of expenses) of members of the Board
In accordance with the sub. 13 p. 15.1 of Art. 15 of the Company’s Charter, the decision to establish remunerations and compensations paid to members of the Management Board falls within the competence of the Board of Directors of the Company.
Members of the Management Board are in the category of top managers of the Company.
In accordance with the conditions stipulated in the employment contracts between the Company and the members of the Management Board, the remuneration of a member of the Management Board is paid in the amount and manner established by the Provision on material incentives and social package of top managers of IDGC of South, JSC in a new editionApproved by the decision of the Board of Directors of the Company on June 14, 2011 (Minutes No. 67/2011 dd. June 16, 2011)..
Motivation of members of the Board is carried out:
- by setting by the order of the Director General of the Company a personal allowance of up to 15% of the salary established by the top manager;
- payment of quarterly and annual remuneration to members of the Management Board for the implementation of the relevant KPIs as top managers.
Based on the decisions of the Board of Directors of the CompanyMinutes dd May 22, 2008 No. 13/2008, Minutes dd September 19, 2011 No. 72/2011, Minutes dd. March 1, 2013 No. 104/2013, Minutes dd. October 3, 2013 No. 116/2013, Minutes dd April 23, 2014 No. 131/2014, Minutes dd August 18, 2014 No. 141/2014, Minutes dd. September 12, 2016 No. 200/2016 are posted on the Company's website. on the determination of the number of members of the Management Board of the Company and the election of members of the Management Board of the Company, as well as in accordance with Art. 21 of the Charter of IDGC of South PJSC and Art. 15 and 57 of the Labor Code of the Russian Federation with the members of the Management Board of the Company, additional agreements were concluded to employment contracts on the exercise of the powers of a member of the collegial executive body of the Company — the Management Board.
From the date of the creation of the Company’s Management Board (May 19, 2008) to August 31, 2011, members of the Company’s Management Board received monthly remuneration in the amount of 5 (five) minimum monthly wage rates of a first-class worker established by the industry tariff agreement in the electric power complex of the Russian Federation.
From September 1, 2011, members of the Company’s Management Board for the exercise of authority receive monthly remuneration in the amount of 11% of the highest salary manager established.
The total amount of money paid to the members of the Company’s Management Board for 2018 amounted to 75,200,604.58 RUB (including personal income tax of 13%)This information is disclosed on the Internet as part of the quarterly report for the 4th quarter of 2018 on the official website of the Company..
This amount includes remuneration for participation in meetings of the Management Board of the Company for a total amount of RUB 1,694,433.09 (including personal income tax in the amount of 13%) for the payment of wages in the amount of 37,004,498.88 rubles (including personal income tax of 13%), for the payment of premiums — 33,570,221 rubles. and reimbursement of expenses in the amount of 2,931,451.61 rubles (including personal income tax of 13%).