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12.2. Matters related to the competence of the Company’s Board of Directors may not be transferred to
the sole executive body and the Management Board for resolution.
The Issuer's executive bodies:
Under Clause 17.1 of Article 17 of the Issuer's Charter, control over the Company's current
activities shall
be undertaken by the sole executive body: Chairman of the Management Board—CEO of the Company and the
collegial executive body—Management Board of the Company.
The competence of the Issuer's Management Board is specified in Article 18 of the Issuer's Charter:
"18.2. The Management Board of the Company shall be competent to:
1) Develop and submit to the Board of Directors priority areas of the Company’s activities and long-term
implementation plans;
2) Prepare reports on the implementation of decisions passed by the General Meeting of Shareholders and
the Company’s Board of Directors;
3) Submit to the Company’s Board of Directors reports on reaching basic performance indicators by the
Company and implementation of the Company’s business plan;
4) Approve (adjust) the Company’s budget;
5) Define the attitude of the Company (representatives of the Company), including instructions to
participate or not to participate in voting on items on the agenda, vote for or against or abstain from voting with
respect to the items on the agenda of the management bodies of subsidiaries and affiliates:
а) Concerning approval (adjustment) of the key performance indicators (KPI) of the affiliate and
consideration of reports on their fulfilment;
b) Concerning participation of the affiliate in other entities (joining an existing entity or establishing a
new one), and acquisition, disposal or encumbering of shares and interests in the authorized capital of entities, in
which the affiliate participates, changing of interests in the authorized capital of the relevant entity, except for
issues attributed to the exclusive competence of the Company's Board of Directors;
c) Concerning determination of the attitude of the affiliate representatives on items on the agenda of
management bodies of the affiliate’s subsidiaries and affiliates with respect to entering into (approval of)
transactions (including several associated transactions) involving disposal or potential disposal of property
comprising fixed assets, intangible assets, or construction in progress designated for production, transmission,
dispatching, and distribution of electricity and heat;
d) Concerning determination of the attitude of the affiliate representatives on items on the agenda of
management bodies of the affiliate’s subsidiaries and affiliates engaged in production, transmission, dispatching,
distribution, and sale of electricity and heat, relating to reorganisation, liquidation, increase of the authorized
capital through an increase in the par value of shares, placement of additional shares or issue of securities
convertible into equity shares;
6) The Company’s nomination of persons to be elected to the sole executive bodies, other management
bodies, control bodies, and nomination of the auditor for organisations, in which the Company participates;
7) Functions performing of the supreme management bodies of business companies, in which one
hundred (100) per cent of the authorized capital
is held by the Company;
8) Address the Board of Directors for recommendations in relation to the adoption of resolutions on any
aspect of the Company's activity;
9) Decide on other issues of management of the Company’s day-to-day operations pursuant to resolutions
of the General Meeting of Shareholders and the Board of Directors and issues referred to the Management Board
by the sole executive body of the Company.
The competence of the Issuer's Chairman of the Management Board is specified in Article 19 of the
Issuer's Charter:
"19.1. All matters related to the management of the Company’s day-to-day operations, except for any
issues falling within the competence of the General Meeting of Shareholders, the Board of Directors, or the
Management
Board of the Company, shall fall under the competence of the sole executive body.
The sole executive body shall act on behalf of the Company without a power of attorney, including as
follows:
1) Conduct transactions on behalf of the Company, issue powers of attorney, open current and other
accounts for the Company;
2) Dispose of the Company’s property at its discretion subject to restrictions stipulated by the effective
laws and regulations and the Company's Charter;
3) Hire and dismiss employees of the Company and apply incentives and disciplinary penalties to them;
4) Arrange the work of the Company’s Management Board and preside over its meetings;
5) Submit proposals for appointment and dismissal of the Management Board's members to the Board of
Directors for consideration;
6) Approve the Company’s staffing table and official salaries;
7) Ensure implementation of the Company’s business plans necessary to attain the Company’s objectives;
8) Approve Regulations on the Company’s branches and representative offices, appoint directors of the
Company’s branches and representative offices;
9) Arrange maintenance of accounting records and accounting (financial) statements in the Company;
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10) Issue orders, approve directives and other internal documents of the Company related to matters
falling under the competence of the sole executive body, and give instructions binding upon all employees of the
Company;
11) Address other matters in the day-to-day operations of the Company with the exception of issues
falling under the competence of the General Meeting of Shareholders, the Board of Directors, and the
Management Board of the Company."
Information on the Issuer's code of corporate management or other similar document.
The Code of Corporate Governance of PJSC RusHydro is approved by the Issuer's Board of Directors
(Minutes No. 94 dated April 02, 2010).
Information on changes in the Issuer's Charter as well as internal documents governing activities of
its management bodies for the last reporting period:
In June 26, 2015, by General Meeting of Shareholders of the Company it were approved the Charter of
the Company in the new edition, the Regulation on the procedure of convening and holding of the General
Meeting of Shareholders in the new edition, the Regulation on the procedure of convening and holding of the
Board of Directors meetings in the new edition, the Regulation on the Auditing Committee of the Company in
the new edition, the Regulation on the Board of directors of the Company in the new edition (protocol No13 of
06.27.2014).
The public registration of the Company's Charter in the new edition was in June 07, 2015.
5.2. Information on Members of the Issuer's Management Entities
5.2.1. Composition of the Board of Directors (Supervisory Board) of
the Issuer
(approved by resolution of the General Meeting of Shareholders on June 26, 2015)
Full name:
Avetisyan Artem Davidovich
Born in:
1957
Education:
Higher education, Finance Academy under the Government of the Russian Federation, specialty -
"Electric power plant valuation a activity" Finance and Credit ", year of graduation - 1979- 1998.
Positions held by this person in 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
2008
To 2011
SC «NEO Centre»
President
2004
present
JSC Regional credit
Commercial Bank
Chairman of the Board of
Directors
2011
2015
Agency of Strategic Initiatives for new projects
promotion,
Autonomous
Nonprofit
Organization
Department Director of “New
Business’
2012
present
MSP Bank JSC FGC UES
Member of Supervisory board
2012
2015
JSC Rosselkhozbank
Member of the Board of
Directors
2013
2014
JSC Russian racetracks
Member of the Board of
Directors
2003
2014
JSC RZD
Chairman
2013
2015
JSC Rosagroleasing
Member of the Supervisory
Board
2014
present
LLC NEO Centre
Vice-President
2015
present
PJSC RusHydro
Member of the Board of
Directors
2015
present
LLC Uniastrum Commercial Bank
President