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remuneration of the Board members in 2015 includes interest on the results of the 2014 Board
members employed by the company in 2014. The quantitative composition of the Management Board
members in 2015 decreased compared to 2014 year (14 members of the
Management Board until
10.28.2014, 5 members of the Board to 16.03 in 2015;. 6 members of the Management Board until
10.07.2015, 5 at the moment).
Information on decisions taken by the authorized management entities of the Issuer and/or current
agreements in relation to such remuneration to be paid and/or such expenses to be compensated.
Remuneration and compensation are paid to the members of the Management Board of the Issuer
subject to the conditions of labour agreements and Regulations "On Payment of Remuneration and
Compensation to Members of the Management Board of JSC RusHydro", approved by the resolution
of the Company's Board of Directors dated November 16, 2010 (Minutes No. 111 dated November 19,
2010).
During the current financial year, the Issuer has concluded no additional agreements with the members
of the Management Board as to payment of remuneration or other financial rewards and incentives.
5.4. Information on Structure and Terms of Reference of the Issuer's
Bodies, Monitoring Financial and Economic Activities as well as
Arrangement of Risk Management and Internal Control Systems
Full description of the structure of the Issuer's bodies monitoring financial and economic
activities and their terms of reference pursuant to the Issuer's Charter (constituent documents)
and internal documents:
In accordance with Clause 20.1 of Article 20 of the Company's Charter, the General Meeting of
Shareholders shall elect the Internal Audit Commission of the Company annually in order to control
financial and economic activities of the Company.
The Internal Audit Commission of the Company is elected at the General Meeting of
Shareholders of the Company on an annual basis in the amount of five (5) persons. The Internal Audit
Commission of the Company takes decisions by a majority vote of its members.
The Internal Audit Commission of the Company acts within its terms of reference established
by the Federal Law "On Joint-Stock Companies", Charter of the Company, as well as Regulations "On
the Internal Audit Commission of the Company," approved by the decision of the Management Board
of JSC RAO UES of Russia, acting as the General Meeting of Shareholders of the Company (Minutes
No. 13r/3 dated April 26, 2015)
The Company's Internal Audit Commission shall be empowered to:
1) Confirm the reliability of information contained in the annual report, balance sheet, and the
income
statement of the Company;
2) Analyze the financial condition of the Company, identify existing reserves for improving the
financial condition of the Company, and develop recommendations for the management entities of the
Company;
3) Organize and conduct audits of the financial and economic activities of the Company, in
particular:
- Audits of financial, accounting, payment-and-settlement and other documents of the Company
related to its financial and economic activities in respect of its compliance
with the laws of the Russian
Federation, Charter and internal documents
of the Company;
- Control over the preservation
and use of fixed assets;
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- Control over compliance with the established procedure for charging insolvent debtors'
liabilities
to the losses of the Company;
- Control over the Company's expenditures in accordance with the approved financial
documents
of the Company;
- Control over formation and use of the reserve fund and other specialized funds of the
Company;
- Checking if dividends on the Company's shares, interest on bonds, and return on other
securities are correctly and timely calculated and paid;
- Checking if earlier prescriptions to remedy violations or defects revealed by previous audits
have
been satisfied;
- Other actions (measures) related to the audits of financial and economic activities of the
Company.
In accordance with Clause 20.9. of Article 20 of the Company's Charter, the auditor shall audit
the Company's financial and economic activities in accordance with the legislation of the Russian
Federation and pursuant to an agreement entered into with it.
The General Meeting of Shareholders shall approve the Company's auditor with no financial
interest in the Company or its shareholders on an annual basis. The remuneration for the auditor's
services shall be determined by the Company's Board of Directors.
Information on the auditor of JSC RusHydro is given in Clause 1.3 of the Quarterly Report.
In accordance with Article 16 of the RusHydro Charter, committees of the Board of Directors
are formed under the decision of the Board of Directors and created in order to examine issues within
the terms of reference of the Board of Directors or examined by the Board of Directors in order to
control activity of executive bodies of the Company, and to develop necessary recommendations for
the Board of Directors and executive bodies of the Company.
Information on arrangement of risk management and internal control systems in relation
to financial and economic activities of the Issuer, including:
Information on the Audit Committee of the Board of Directors (Supervisory Board) of the
Issuer, its functions, personal and numerical composition:
The Audit Committee under the Board of Directors of the Company was elected by the
Board of Directors of the Company on July 17, 2015 (Protocol dated 20.07.2015 No. 220).
There are 3 members in the Audit Committee under the Company's Board of Directors:
Ivanov Sergey Nikolaevich (Chairman)
Bystrov Maksim Sergeeevych
Pyvovarov Vyacheslav Viktorovych
The Audit Committee acts on the basis of the Regulations on the Audit Committee under the
Board of Directors (approved by the Board of Directors of RusHydro on October 15, 2013, Minutes
No. 188).
Functions of the Audit Committee:
The main purpose of the Audit Committee is to ensure the effective implementation of the
Board of Directors of the functions of the preliminary consideration of issues related to the control of
financial and economic activities of the Company.
The competence of the Audit Committee includes: supervising the formation of the accounting
(financial) reporting, internal control and risk management, ensuring compliance with regulatory
requirements and to inform the executive body of the violations synergies between external and
internal auditors, as well as other issues by Board of Directors.
Information on availability of separate structural subdivision(s) for risk management and