111
internal control (other body (structural subdivision) different from the Internal Audit
Commission (Internal Auditor) performing internal control over financial and business activity
of the Issuer), its tasks and functions, information on availability at the Issuer of separate
structural subdivision (service) of internal audit, its tasks and functions:
Control and
Risk Management Department
The Department is a structural subdivision of the Company subordinate to the Company’s
Chairman of the Management Board—CEO.
The Head of the Internal Audit, Control and Risk Management Department is Posevina Irina
Olegovna, Director of the Department.
The main tasks and functions of the Department concerning internal audit are as follows:
- the organization of an effective enterprise risk management, internal controls, anti-corruption
system in
the Company;
- Development and monitoring of the execution of plans and programs for improving corporate
risk management and internal control of the Company and the companies with his participation
(indirect participation) (hereinafter - S&A).
- Interaction with the territorial bodies of the Russian Federation, the executive, the Accounts
Chamber of the Russian Federation, the Company's Audit Commission and other supervisory
authorities on internal control, as well as in the course of their audit of the Company and S&A;
- Control over the disclosure of information on Company and S&A;
- Cooperating with the Audit Committee under the Company’s Board of Directors.
Information on the Issuer's separate structural unit (service) internal audit, its tasks and
functions:
The Company has an Internal Audit Service. Service is a structural division of the Company
and functionally subordinated to the Audit Committee of the Board of Directors, administrative -
Director of Internal Control and Risk Management – head of Department.
The tasks and functions of the Internal Audit Service are:
- Organizing and conducting internal audits of the Company and S&A.
- Assessment of the effectiveness of internal control systems, risk management, corporate
governance and S&A.
- Organization of methodological support and control over the activities of the representatives of
the Company Auditing Committee of S&A.
- Interaction with the Audit Committee of the Board of Directors.
Information about the issuer's policy in the field of risk management and internal
controls, as well as the presence of the issuer's internal document establishing the rules to
prevent the misuse of confidential and insider information:
Systems of internal control and risk management, internal audit in the Company correspond to
international standards, common principles and approaches that are fixed in the Policy in the field of
internal control and risk management and policy in the field of internal audit:
1. Policy on Internal Control and Risk Management PJSC "RusHydro"
URL to its full contents:
http://www.rushydro.ru/corporate/regulations_and_docs/documents/board/
2. Regulations on the Internal Audit PJSC "RusHydro"
URL to its full contents:
http://www.rushydro.ru/corporate/regulations_and_docs/documents/board/
3. Order of interactions of the Audit Committee of the Board of Directors with executive bodies
of the Issuer's management is set out in the Regulations on the Board of Directors on the Audit
Committee of PJSC "RusHydro".
112
URL to its full contents:
http://www.rushydro.ru/corporate/regulations_and_docs/documents/board/
4. Regulations on insider information approved by the Board of Directors of JSC "RusHydro"
URL to its full contents:
http://www.rushydro.ru/investors/disclosure/inside/
The Regulation governs the practice of the Company meeting the requirements of Russian
legislation with regard to the prevention of unlawful use of insider information and market
manipulation. During preparation of the Regulation international corporate governance practice was
taken into account, including the requirements of the Disclosure and Transparency Rules of the
Financial Conduct Authority.
The Regulation established categories of persons, who/which are included into the list of
insiders by JSC RusHydro, access procedure and rules for confidentiality protection of the insider
information as well as restrictions for use of the information by insiders for making transactions with
financial instruments of the Company and for transfer of the relevant information to third parties. This
list also includes employees of JSC RusHydro who have access to information and documents
containing insider information to perform their employment functions.
The list of insider information is prepared in Russian and English and is published on the
corporate website of JSC RusHydro (www.rushydro.ru and www.eng.rushydro.ru). The Company
publishes the insider information in Russian in the newsline of the authorized news agency Interfax
(www.е-disclosure.ru)
and
in
English—on
RNS
newsline
(http://www.londonstockexchange.com/exchange/prices-andnews/news/market-news/market-news-
home.html).
5.5. Information on Members of the Issuer's Bodies, Monitoring
Financial and Economic Activities
Name of the Issuer's financial and economic activities monitoring body:
Internal Audit Commission
(approved by resolution of the General Meeting of Shareholders on June 26, 2015)
Full name:
Annikova Naliia Nikolaevna
Born in:
1955
Education:
Higher education
Positions held by this person at the Issuer and other organisations in the past 5 years and
currently, in chronological order, including part-time positions
Period
Name
of the company
Title
from
to
2010
2010
JSC "BetElTrans"
CEO's councelor
2010
2013
JSC "RZDstroy"
CEO's councelor
2013
present
OAO "Construction Management № 308"
First
Deputy
General
Director for Economics and
Finance
Share of the person in the authorized capital of the Issuer, share of the Issuer's equity shares held by
the person and number of the Issuer's shares of any category (type) that such person may acquire as a
result of the exercise of rights under the Issuer's
options in its possession: none
Share of the person in the authorized (reserve) capital (unit fund) of the Issuer's subsidiaries and
affiliates
Information on the nature of any kinship with other individuals included into the Issuer's management
entities and/or bodies monitoring financial and economic activities: