Energia s. P. Korolev Rocket and Space Corporation Energia

2

2	2
B	Less than 5 calendar days prior to a meeting		1
C	Not fixed		0
43	Does the Minutes of Board of Directors meeting cover the following information? (indicate correct options)	A	Information about voting of each Board of Directors member on agenda items	1	1	1
		B	Special opinions of Board of Directors members	1	1
44	Are the following issues among those which shall be considered at the Board of Directors meetings held with attendance of all members in accordance with the Corporation in-house documents? (indicate all correct options)	A	Approval of priority lines of activity and financial-economic plan of the Corporation	0,5	0,5	12
		B	Calling AGSM and taking decisions required to convene and hold it, calling or refusal to call extraordinary GSM	0,5	0,5
		C	Preliminary approval of the Corporation annual report	0,5	0,5
		D	Election and reelection of Board of Directors chairman	0,5	0,5
		E	Setting up the Corporation executive bodies and early termination of their official powers, provided that the Corporation Articles of Association regards it as Board of Directors competence	0,5	0,5
		F	Suspension of the Corporation single-member executive body and appointment of acting single-member executive body unless the Corporation Articles of Association assign executive bodies to Board of Directors competence	0,5	0,5
		G	Submit the issues about reorganization (including defining coefficient of the Corporation shares conversion) or the Corporation liquidation to GSM for discussion	0,5	0,5
		H	Approval of the Corporation material transactions	0,5	0,5
		I	Approval of the Corporation registrar and contract terms with him, as well as cancellation of a contract with registrar	0,5	0,5
		J	Placing for GSM consideration of the issue on transfer of authority of the Corporation single-member executive body to Management Company or manager	1,5	1,5
		K	Consideration of essential aspects of activity being conducted by legal entities associated with the Corporation	0,5	0,5
		L	Issues related to putting forward a mandatory or voluntary proposal in the Corporation	0,5	0,5
		M	Issues concerned with an increase in the Corporation Charter capital (including determination of price of property put in pledge against payment of extra shares to be placed by the Corporation)	0,5	0,5
		N	Review of the Corporation financial activity over the accounting period (quarter, year)	1,5	1,5
		O	Issues related to listing of the Corporation shares	0,5	0,5
		P	Consideration of the results of assessment of how efficient is performance of Board of Directors, Corporation executive bodies and key managers	1,5	1,5
		R	Taking decision on remuneration of the Corporation executive bodies members and key managers	0,5	0,5
		S	Consideration of risk management policy	0,5	0,5
45	Do Corporation in-house documents consider the following issues on which decisions are taken by qualified majority (three fourths of the votes) of elected Board of Directors: (indicate all correct options) (In accordance with the Articles of Association, Art. 28, p. 1 Subp. 27, decision is taken on suspension of single-member executive body (President) powers and formation of temporary single-member executive body (President) by majority of three fourths votes)	A	Approval (of priority lines of activity and financial-economic plan of the Corporation (by majority of the two thirds of votes) (Articles of Association, Article 28, p. 1, subp. 1)	0,5	0,5	5
		B	Approval of the Corporation dividend policy		0,5
		C	Taking decision on listing of the Corporation share and (or) the Corporation securities converted into its shares		0,5
		D	Determination of price of the Corporation material transactions and approval of these transactions		0,5
		E	Placing for consideration to GSM the issues on reorganization (Articles of Association, Art. 28, p.1, subp. 22) (by majority of two thirds of votes) or Corporation liquidation	0,5	0,5
		F	Placing for consideration to GSM the issues of an increase (Articles of Association, Art. 28, p.1, subp.23) (by majority of 2/3 votes) in the Corporation Charter capital, determination of price (money value) of property put in pledge against extra shares being allocated by the Corporation (Articles of Association, Art. 28, p.1, subp. 11) (by majority of voices of Board of Directors members elected)	0,5	0,5
		G	Placing for consideration to GSM of the issues concerning making amendments to the Corporation Articles of Association, approval of the Corporation material transactions, listing and delisting of the Corporation shares and (or) securities converted into its shares		0,5
		H	Consideration of essential aspects of operation of legal entities associated with the Corporation		0,5
		I	Acceptance of recommendations on voluntary or mandatory proposal put forward in the Corporation (Articles of Association, Art. 28, p. 1, subp. 60) (by majority of 2/3 votes)	0,5	0,5
		J	Acceptance of recommendations concerning size of dividends on the Corporation shares (Articles of Association, Art. 28, p. 1, subp. 18) (by majority of 2/3 votes)	0,5	0,5
46	Is the Auditing Committee at the Board of Directors set up?	A	Yes	6	6	6
		B	No		0
47	How many Board of Directors members are included in the Auditing Committee?	A	3 and more	2	2	2
		B	Less than 3		0
48	What is the share of independent Directors in the Auditing Committee?	A	None (2014-2015)		0	6
		B	Less than 1/2 (2013-2014)	1	1
		C	1/2 and more		3
		D	All		6
49	Has at least one of the independent Directors, members of the Auditing Committee gained experience and acquired knowledge in preparation, analysis, assessment and audit of financial statements?	A	Yes	3	3	3
		B	No		0
50	Is the chairman of the Auditing Committee an independent Director?	A	Yes		3	3
		B	No	0	0
51	How often are Auditing Committee meetings with attendance of all members are held?	A	At least once a quarter	4	4	4
		B	Less tan once a quarter		0
52	How often are meetings of the Auditing Committee or its chairman held with the head of internal audit division of the Corporation on the issues coming within competence of internal audit during fiscal year?	A	At least once a quarter	2	2	2
		B	Less than once a quarter		1
		C	Not held		0
53	Is the Board of Directors Committee on Remuneration or any other committee performing functions of remuneration committee set forth in the Code of Corporate Governance set up (committee on nominations and remunerations; committee on appointments and remunerations, committee on personnel and remunerations, etc.)	A	Yes (Committee on Personnel and Remuneration)	6	6	6
		B	No		0
54	How many Board of Directors members are included in the Committee on Remuneration?	A	3 and more	2	2	2
		B	Less than 3		0
55	What is the share of independent Directors in the Committee on Remuneration?	A	None		0	4
		B	Less than 1/2 (2013-2014)		1
		C	1/2 and more (2014-2015)	2	2
		D	All		4
56	Is the chairman of the Committee on Remuneration an independent Director?	A	Yes	3	3	3
		B	No		0
57	Does the chairman of the Committee on Remuneration also preside over the Board of Directors?	A	Yes		0	2
		B	No	2	2
58	How often does the Committee on hold meetings with attendance of all members?	A	At least once a quarter		3	3
		B	Less than once a quarter	0	0
59	Is the Board of Directors Committee on Nominations set up? <*> <*> or other Board of Directors Committee performing functions of committee on nominations set forth in the Code of Corporate Governance (committee on nominations and remunerations committee on appointments, committee on personnel, committee on appointments and remuneration committee on personnel and remuneration etc.)	A	Yes (Committee on Personnel and Remuneration)	6	6	6
		B	No		0
60	How many Board of Directors members are included in the Committee on Nominations?	A	3 and more	2	2	2
		B	Less than 3		0
61	What share do independent directors represent in the Committee on nominations?	A	None		0	4
		B	Less than 1/2 (2013-2014)		1
		C	1/2 and more (2014-2015)