The Board of Directors of Rosseti North-West, PJSC was elected at the annual General Meeting of Shareholders of the Company on June 17, 2022.

  • Members of the Board of Directors of Rosseti North-West, PJSC

    Alexey Alexandrovich POLINOV

    Chairman of the Board of Directors (Minutes No. 431/1 dd. 30.06.2022)

    Year of birth: 1978
    Nationality: Russian Federation
    Education: higher, Moscow State University of Civil Engineering (graduated in 2000), degree in: economics and enterprise management (civil engineering), qualification: economist-manager.

    Ph.D. in Economics.

    Offices held within the recent 5 years:

    2022 – present day – Acting Deputy General Director for Economy and Finance of Rosseti, PJSC
    2022 – present day – Advisor to General Director of Rosseti Lenenergo, PJSC;
    2021 – present day – Chief Advisor to Rosseti, PJSC;
    2019 – 2022 – Deputy General Director for Economy and Finance of Rosseti Lenenergo, PJSC;
    2018–2019 – Advisor to General Director, Rosseti Lenenergo, PJSC;
    2018–2018 – Advisor to General Director, Rosseti Lenenergo, PJSC (concurrently);
    2018–2018 – Advisor to General Director of UEC, JSC;
    2015–2017 – Deputy General Director for Development, Sintez Group, CJSC

    Date of initial election to the Board of Directors: 28.05.2021

    Fraction of participation in the chartered capital of Rosseti North-West, PJSC: none.

     


    Alexander Viktorovich GOLOVTSOV

    Is an independent director based on the resolution of the Board of Directors dated 17.08.2022 (Extract from Minutes 433.3 BD 17.08.2022)

    Year of birth: 1973
    Nationality: Russian Federation
    Education: higher, Baltic State Technical University n.a. D.F. Ustinov (graduated in 1996), degree in: Automation and Management in Engineering Systems, qualification: electrical field engineer.
    Offices held within the recent 5 years:
    2005–2019 – Head of the Analytical Research Department of URALSIB Management Company, JSC.
    Fraction of participation in the chartered capital of Rosseti North-West, PJSC: 0.0007%
    Date of initial election to the Board of Directors of the Company: 14.06.2019
    No loans (credits) have been issued to a member of the Board of Directors by the Company

     


    Madina Valeryevna KALOEVA

    Year of birth: 1980
    Nationality: Russian Federation
    Education: higher, K.L. Khetagurov North Ossetian State University (graduated in 2001), degree in: law.

    Offices held within the recent 5 years:

    2020 – present day – Director of Corporate Governance – Head of the Corporate Governance Department of Rosseti, PJSC (concurrently).
    2013 – present day – Director of Corporate Governance – Head of the Corporate Governance Department of FGC UES, PJSC.

    Date of initial election to the Board of Directors: 17.06.2022.

    Fraction of participation in the chartered capital of Rosseti North-West,PJSC: none.

     


    Andrey Vladimirovich MAYOROV

    Year of birth: 1967
    Nationality: Russian Federation
    Education: higher, Moscow Power Engineering Institute (graduated in 1994), degree in: electric power systems and networks

    Research and Technology Center of the Federal Grid Company of the Unified Energy System, JSC (graduated in 2017)

    Ph.D. in Engineering Science.

    Offices held within the recent 5 years:

    2020 – present day – First Deputy General Director – Chief Engineer, First Deputy Chairman of the Management Board – Chief Engineer of FGC UES, PJSC
    2018 – present day – First Deputy General Director – Chief Engineer of Rosseti, PJSC
    2014 – 2018 – General Director of United Energy Company, JSC

    Date of initial election to the Board of Directors: 28.05.2021
    Fraction of participation in the chartered capital of Rosseti North-West, PJSC: none

     


    Alexey Valeryevich MOLSKY

    Year of birth: 1980
    Nationality: Russian Federation
    Education: higher, Moscow Power Engineering Institute (graduated in 2004) qualification: engineer, engineer – economist

    Offices held within the recent 5 years:

    2020 – present day – Deputy General Director for Investment, Capital Construction and Sales of Services, Rosseti, PJSC (concurrently)
    2015 – present day – Deputy Chairman of the Management Board, First Deputy Chairman of the Management Board, Deputy Chairman of the Management Board for Investments, Capital Construction and Sales of Services, Deputy General Director for Investments, Capital Construction and Sales of Services, FGC UES, PJSC

    Date of initial election to the Board of Directors: 28.05.2021
    Fraction of participation in the chartered capital of Rosseti North-West, PJSC: none

     


    Artem Yuryevich PIDNIK

    Year of birth: 1983
    Nationality: Russian Federation
    Education: higher, Saint Petersburg State University (graduated in 2005), degree in: law, qualification: lawyer

    Saint Petersburg State University, Professional Retraining Program “Executive MBA (for managers)” (graduated in 2017).

    Offices held within the recent 5 years:

    2021 – present day – Acting General Director (concurrently), Chairman of the Management Board of Rosseti Yantar, JSC
    2018 – present day – General Director, Chairman of the Management Board of Rosseti North-West, PJSC
    2018 – 2018 – Advisor of the General Affairs Department, Acting Deputy General Director for Economics and Finance of IDGC of North-West, PJSC
    2017–2018 – General Director of the Politburo Management Company, LLC (concurrently)
    2014–2018 – General Director of Sevkabel Group, LLC

    Date of initial election to the Board of Directors: June 14, 2019
    Fraction of participation in the chartered capital of Rosseti North-West, PJSC: none

    No loans (credits) have been issued to a member of the Board of Directors by the Company.

     


    Sergey Sergeevich PIKIN

    Is an independent director based on the resolution of the Board of Directors dated 17.08.2022 (Extract from Minutes 433.3 BD 17.08.2022)

    Year of birth: 1979
    Nationality: Russian Federation
    Education: higher, Lomonosov Moscow State University, bachelor’s degree in: economics (2001), master’s degree in: economics (2003)

    Offices held within the recent 5 years:

    2009 – present day – Director of the Energy Development Fund.

    Date of initial election to the Board of Directors: 17.06.2022.

    Fraction of participation in the chartered capital of Rosseti North-West, PJSC: none.

     


    Maria Gennadievna TIKHONOVA

    Year of birth: 1980
    Nationality: Russian Federation
    Education: higher, Volga-Vyatka Academy of Public Service (graduated in 2002), degree in: state and municipal administration;

    The Academy of National Economy under the Government of the Russian Federation (2005), professional retraining program "State administration of economic development";

    Higher School of Economics, Master of Business Administration (MBA) program (2008), degree in: finance.

    Ph.D. in Economics.

    Offices held within the recent 5 years:

    2020 – present day – Deputy General Director for Corporate Governance of Rosseti, PJSC.
    2013 – present day – Deputy Chairman of the Management Board / Deputy General Director for Corporate Governance of FGC UES, PJSC.

    Date of initial election to the Board of Directors: 17.06.2022.

    Fraction of participation in the chartered capital of Rosseti North-West, PJSC: none.

     


    Oleg Romanovich FEDOROV

    Is an independent director

    Year of birth: 1968
    Nationality: Russian Federation
    Education: higher, Lomonosov Moscow State University (graduated in 1992), mathematician.
    Offices held within the recent 5 years:

    2017 – present day – a member of the Board of Directors of Rosseti North-West , PJSC.
    2013 – 2021 – a member of the Supervisory Board of JSC ALROSA (PJSC).

    Fraction of participation in the chartered capital of Rosseti North-West, PJSC: none
    Date of initial election to the Board of Directors of the Company: June 13, 2017.
    No loans (credits) have been issued to a member of the Board of Directors by the Company.

     


    Irina Alexandrovna SHAGINA

    Year of birth: 1979
    Nationality: Russian Federation
    Education: higher, All-Russian Distance Institute of Finance and Economics (graduated in 2001), degree in: accounting and audit, qualification: economist;

    Vladimir Law Institute of the Federal Penitentiary Service of Russia (2013), degree in: law, qualification: lawyer.

    Offices held within the recent 5 years:

    2015 – present day – Head of the Tariff Policy Department of Rosseti, PJSC;

    Date of initial election to the Board of Directors of the Company: 07.06.2018.

    No loans (credits) have been issued to a member of the Board of Directors by the Company.

     


    Alexander Viktorovich SHEVCHUK

    Year of birth: 1983
    Nationality: Russian Federation
    Education: higher, Financial Academy under the Government of the Russian Federation (graduated in 2005), degree in: finance and credit, qualification: economist.

    Offices held within the recent 5 years:

    2014 – present day – Executive Director of the Professional Investors Association.

    Date of initial election to the Board of Directors of the Company: 08.06.2016.

    No loans (credits) have been issued to a member of the Board of Directors by the Company.

     

Committees of the Board of Directors

  • Audit Committee

    In accordance with the Regulations on the Audit Committee under the Board of Directors of Rosseti North-West, PJSC approved by the Board of Directors of the Company on 29.02.2016 (Minutes No 197/12) with the changes as approved by the Board of Directors of the Company on 28.10.2016 (Minutes No222/13):

    Purpose of the Committee:

    Assisting in efficient discharge of the functions of the Board of Directors of the Company to the extent of preliminary consideration of issues related to control over the financial and economic activities of the Company.

    Main objectives of the Committee:

    •  Consideration of accounting (financial) statements of the Company and supervision over the process of their preparation;
    •  Control over the functional reliability and efficiency of internal control system, the risk management system and the corporate governance practices;
    •  Control over conductance of external audit and selection of the auditor;
    •  Ensuring independence an objectivity of the Internal Audit function discharge;
    •  Control over the functional efficiency of the system for non-admittance of fraudulent actions of the Company’s workers and third parties.

    The Committee is not meant to perform the role of the guarantor of achievement of the Company’s objectives related to ensuring accuracy of statements, efficiency of the internal control, and risk management systems and corporate governance practice, independence and objectivity of the internal audit function discharge and compliance with the legislation but solely controls over the executive bodies of the Company discharging their obligations related to attainment of the above objectives of the Company.

    Competence of the Committee

    1.    In the field of financial (accounting) statements of the Company:
    1.1. Control (supervision) over ensuring completeness, exactitude and accuracy of annual and intermediate accounting (financial) statements;
    1.2. Conductance of analysis of essential aspects of the Company’s accounting policy.
    1.3. Participation in consideration of essential issues and judgments with regard to accounting (financial) statements of the Company.
    1.4. Conductance of analysis of the Company’s press releases dealing with financial issues, of any public announcements regarding internal and external audit, the Company's risk management and internal control system as well as financial information as may be published.
    1.5. Consideration of any other issues that, in the opinion of the Audit Committee, may affect the completeness and accuracy of the Company's accounting (financial) statements.
     
    2. In the field of control over the functional reliability and efficiency of internal control system, risk management system and corporate governance practices:
    2.1. Consideration of approaches to organization of the internal control system before those are determined by the Board of Directors of the Company, analysis and evaluation of the Company’s policies in the field of internal control.
    2.2. Control over the functional reliability and efficiency of the internal control system, the risk management system and the corporate governance practices.
    2.3. Control over the Company’s compliance with regulatory and legal requirements..
     
    3.    In the field of control over the process of external audit and auditor selection:
    3.1. Consideration and development of recommendations to the Board of Directors of the Company that are to be provided to the shareholders for approval at the annual General Meeting of Shareholders of the Company with regard to re-election or dismissal of the External Auditor.
    3.2. Elaboration of recommendation on determination of the rotation framework of the External Auditor for the Board of Directors of the Company.
    3.3. Exercise of general supervision over selection of the External Auditor.
    3.4. Supervision over conductance of external audit and evaluation of the quality of audit review performance and of opinions of the External Auditor.
    3.5. Conductance of evaluation of the external audit process efficiency at least once a year, such evaluation including:
    - analysis of compliance with the external audit plan as well as analysis of the causes of any deviations from it including any actions of the Auditor undertaken in case of any change to the auditor risk;
    - consideration of the stance to the External Auditor’s works on the part of the key workers involved in the external audit conductance process inclusive of the Chief Accountant, Deputy General Director for Economy and Finance, manager of the structural division ensuring the internal audit functions etc.;
    - analysis of the Auditor’s understanding of the nature of the Company’s business and of adequacy of the recommendations provided;
    - evaluation of the quality of opinions of the Company’s Auditor confirming accuracy of the annual accounting (financial) statements of the Company, preparation of an opinion of the level of efficiency and quality of the external audit process forming an integral part of the information (materials) for the annual General Meeting of Shareholders of the Company.
    3.6. Elaboration of a policy in the field of the External Auditor providing servicer of non-auditor nature, including determination of the following, and provision of such policy for consideration to the Board of Directors of the Company:
    - nature of the allowable non-auditor services;
    - ratio of the amounts of remuneration due for provision of auditor and non-auditor services (both proportionally and as the total amount of remuneration due to the auditor firm);
    - requirements to ensuring independence during combination of types of auditor and non-auditor services inclusive of determination of the types of services to provision whereof the External Auditor shall not be admitted;
    - determination of the list of services requiring preliminary consideration and agreement of the Audit Committee.
    3.7. Ensuring efficient interaction between the External and Internal Auditors of the Company.  
     
    4.    In the field of ensuring independence and objectivity of the internal audit function:
    4.1. Organization of the Internal Audit function discharge.
    4.2. Ensuring independence and objectivity of the Internal Audit.
    4.3. Consideration of limitations that can negatively affect the Internal Audit function discharge.
    4.4. Evaluation of efficiency of the Internal Audit function discharge.
     
    5.    In the field of control over the functional efficiency of the system for non-admittance of fraudulent actions of the Company’s workers and third parties:
    5.1. Exercising control over functional efficiency of the system of warning of potential cases of fraudulent actions of the Company’s workers (inclusive of fraudulent use of insider and confidential information) and third parties as well as other violations within the Company.
    5.2. Exercising control over implementation of measures as may be adopted by the Company’s Executive Body when informed of potential cases of fraudulent actions of workers, violations revealed and the results of the investigations conducted.

    Powers of the Committee

    1.    Interaction with the Board of Directors of the Company.
    2.    Interaction with the Executive Bodies of the Company.
    3.    Interaction with the Expert of the Audit Committee of the Company.
    4.    Interaction with the Internal Auditor.
    5.    Interaction with the External Auditor of the Company.
    6.    Interaction with the Auditing Commission of the Company
     

    Personal composition

    The members of the Audit Committee under the Board of Directors of Rosseti North-West, PJSC were elected on August 17, 2022 by the resolution of the Board of Directors of the Company (Minutes of Meeting No. 433/3):

    1. Pikin, Sergey Sergeevich (Chairperson of the Committee) – a member of the Board of Directors of Rosseti North-West, PJSC, Director of the Energy Development Fund (recognized as an independent director by the decision of the Board of Directors of the Company dated 17.08.2022 (Minutes No. 433/3);
    2. Shagina, Irina Alexandrovna – a member of the Board of Directors of Rosseti North-West, PJSC, Head of the Tariff Policy Department of Rosseti, PJSC;
    3. Golovtsov, Alexander Viktorovich – a member of the Board of Directors of Rosseti North-West, PJSC, (recognized as an independent director by the decision of the Board of Directors of the Company dated 17.08.2022 (Minutes No. 433/3).

     

  • Personnel and Award Committee

    In accordance with the Regulations on the Personnel and Award Committee under the Board of Directors of Rosseti North-West, PJSC approved by the Board of Directors of Rosseti North-West, PJSC on 22.08.2014 (Minutes No. 163/5):

    Goal of the Committee

    The core goal of the Committee establishment is provision for efficient work of the Board of Directors of the Company in solution of issues referred to the Committee competence and elaboration of necessary recommendations for the Board of Directors and executive bodies of the Company.

    Core objectives of the Committee

    Elaboration and presentation of recommendations (conclusions) on the following activity aspects:

    1. Elaboration of recommendations on the amount of rewards payable to members of the Board of Directors of the Company;
    2. Elaboration of principles and criteria for determination of the amount of awards payable to members of the Board of Directors, members of the Collegial Executive Body and the person discharging the functions of Sole Executive Body of the Company including a management organization or executive manager;
    3. Elaboration of proposals on determination of essential conditions of contracts concluded with members of the Board of Directors, members of the Collegial Executive Body, and the person discharging the functions of Sole Executive Body of the Company;
    4. Determination the criteria for selection of candidates for membership in the Board of Directors, the Collegial Executive Body, and for the position of Sole Executive Body of the Company as well as preliminary evaluation of such candidates;
    5. Regular evaluation of the activities of the person discharging the functions of Sole Executive Body (management organization, executive manager) and members of the Collegial Executive Body and preparation of proposals on their re-appointment possibility for the Board of Directors.

    Competence of the Committee

    Referred to the Committee competence is consideration of the following issues:

    • Elaboration of principles, criteria and recommendations related to awards and material incentivization of:
      - members of the Board of Directors of the Company, Chairman of the Board of Directors of the Company;
      - members of the Management Board of the Company, General Director of the Company, the management organization or executive manager;
      - members of the Auditing Commission of the Company, Chairman of the Auditing Commission of the Company;
    • Preparation of recommendations on approval (correction) of in-house documents governing issues to awards and material incentivization;
    • Determination of the criteria for selection of candidates for membership in the Board of Directors, the Management Board of the Company, for the position of General Director of the Company as well as preliminary evaluation of such candidates and preparation of corresponding recommendations for the Board of Directors of the Company;
    • Elaboration of proposals on determination of essential conditions (including, to the extent of terms of office and amount of awards and compensations payable) of contracts concluded with members of the Board of Directors of the Company, members of the Management Board, General Director of the Company, the management organization or executive manager as well as such contracts amendment;
    • Regular evaluation of the activities of General Director of the Company, the management organization (executive manager), members of the Management Board of the Company and preparation of corresponding proposals for the Board of Directors of the Company;
    • Preparation of corresponding recommendations for the Board of Directors of the Company on presentation of issues related to transfer of the authorities of Sole Executive Body of the Company to a management organization (executive manager) and early termination of authorities of such management organization (executive manager) for decision to the General Meeting of Shareholders of the Company;
    • Preparation of recommendations on suspension of the authorities of the management organization (executive manager);
    • Preparation of corresponding recommendations for the Board of Directors of the Company on the numerical composition of the Management Board of the Company, election of members of the Management Board of the Company and their authorities termination;
    • Preparation of recommendations for the Board of Directors of the Company to decide on appointment of Acting General Director of the Company as well as on Acting General Director being brought to disciplinary responsibility;
    • Preparation of corresponding recommendations for the Board of Directors of the Company on General Director of the Company and members of the Management Board being brought to disciplinary responsibility / encouraged in accordance with the labor legislation of the Russian Federation;
    • Preliminary consideration of the Company executive offices organizational structure;
    • Preliminary consideration of the Company branch management offices organizational structure;
    • Preliminary agreement on candidacies for specific positions with the executive offices of the Company as determined by the Board of Directors of the Company;
    •  Consideration of results of the activities of workers occupying positions agreement of candidacies wherefore is included in the competence of the Board of Directors of the Company and preparation of corresponding recommendations for the Board of Directors of the Company;
    • Preparation of corresponding recommendations for the Board of Directors of the Company on nomination of General Director of the Company for state awards;
    • Evaluation of the condition of personnel reserves of the Company;
    • Рreliminary consideration of offers on reorganization of a control system of the Company (change of number of levels of management, creation /elimination/ regrouping of production offices, regions of electric grids);
    • Other issues related to those listed above as well as issues considered by instruction of the Board of Directors of the Company.
       

    Personal composition

    The members of the Personnel and Award Committee under the Board of Directors of Rosseti North-West, PJSC were elected on August 17, 2022 by the resolution of the Board of Directors of the Company (Minutes of Meeting No. 433/3):

    1. Polinov, Alexey Alexandrovich (Chairperson of the Committee) – Chairperson of the Board of Directors of Rosseti North-West, PJSC, Acting Deputy General Director for Economy and Finance of Rosseti, PJSC;
    2. Shagina, Irina Alexandrovna – a member of the Board of Directors of Rosseti North-West, PJSC, Head of the Tariff Policy Department of Rosseti, PJSC;
    3. Golovtsov, Alexander Viktorovich – a member of the Board of Directors of Rosseti North-West, PJSC, (recognized as an independent director by the decision of the Board of Directors of the Company dated 17.08.2022 (Minutes No. 433/3).
  • In accordance with the Regulations on the Reliability Committee under the Board of Directors of the Company as approved by decision of the Board of Directors of the Company dated 21.10.2015 (Minutes No 191/6):

    Purposeof the Committee

    Provision for efficient work of the Board of Directors of the Company in solution of issues included in their competence.

    Main objectives of the Committee


    Elaboration and presentation of recommendations (conclusions) to the Board of Directors on the following aspects of activities of the Board of Directors:
    1) expert evaluation of production programs, plans for technical re-equipment, reconstruction, new construction and repair of electrical power grid complex facilities, analysis of their elaboration and execution from the point of view of ensuring satisfaction of the requirements to the reliability of functioning and technical condition of electric power grids;
    2) evaluation of the completeness and sufficiency of measures taken following the results of accident investigation in accordance with the Rules for Investigation into the Causes of Accidents in Electric Power Industry (approved by Resolution № 846 of the Government of the Russian Federation dated 28.10.2009) as well as control of their execution;
    3) expert evaluation of the quality of investigation into causes of technological disturbances (accidents);
    4) expert evaluation of the Company's activities in the field of accident prevention work (ensuring preparedness, organization and conductance of emergency recovery works at electric power industry facilities);
    5) expert evaluation of the programs for prevention of the injury risks the Company personnel and outsiders are exposed to at the Company's electric power installations as well as control over their execution;
    6) control and evaluation of the Company's technical services activities to the extent of ensuring reliable functioning of electric power grids and production safety;
    7) expert evaluation of the system of internal control within the Company;
    8) expert evaluation of the occupational safety management system within the Company;
    9) expert evaluation of the environmental policy implementation program;
    10) expert evaluation of fire and industrial safety.

    Competence of the Committee


    Referred to the competence of the Committee are preliminary consideration, analysis and elaboration of recommendations (conclusions) on the following issues the Board of Directors deals with in connection with priority activity areas:
    1) Analysis of production activities to the extent of evaluation of:
    - outcome of the previous autumn-winter season and evaluation of the Company’s preparedness for work in the next one, as well as in other special periods (that of overflow, fire or thunderstorm hazard etc);
    - expert evaluation of production programs, target reliability enhancement programs and plans for technical re-equipment, reconstruction, new construction and repair of the Company's electrical power grid facilities;
    - organization of the occupational safety management system;
    - organization of the internal technical control system;
    - levels of operational maintenance of power industry facilities;
    - execution of environmental safety programs;
    - organization of operational technological and situational management;
    - performance of emergency recovery works;
    - expert evaluation of the quality of investigation into causes of technological disturbances (accidents);
    - execution of prescriptions of controlling and inspecting bodies and organizations.
    2) Evaluation of planning quality and analysis of activities related to renovation of the Company's power industry facilities.
    3) Evaluation of activities of the technical services of the Company and its branches as well as their managers.
    4) Preliminary consideration of proposals on reorganization of the Company's management system (change of the management levels number, creation/liquidation/regrouping of production divisions and electric power grid districts).
    5) Other issues related to those listed above as well as issues considered by instruction of the Board of Directors of the Company.

    Personal composition

    The members of the Committee for Reliability under the Board of Directors of Rosseti North-West, PJSC were elected on August 17, 2022 by the resolution of the Board of Directors of the Company (Minutes of Meeting No. 433/3):

    1. Romankov, Andrey Olegovich (Chairperson of the Committee) – Deputy Chief Engineer of Rosseti, PJSC;
    2. Zuikova, Olga Valentinovna – Branch Director of Rosseti, PJSC – Technical Supervision Center;
    3. Kanyuka Palina Nikolaevna – Head of the Department of Production Activities of Rosseti, PJSC;
    4. Golovtsov, Alexander Viktorovich – a member of the Board of Directors of Rosseti North-West, PJSC, (recognized as an independent director by the decision of the Board of Directors of the Company dated 17.08.2022 (Minutes No. 433/3);
    5. Yagodka, Denis Vladimirovich – a member of the Management Board, First Deputy General Director – Chief Engineer of Rosseti North-West, PJSC.
  • Committee for Strategy

    In accordance with the Regulations on the Committee for Strategy and Development under the Board of Directors of the Company as approved by decision of the Board of Directors of the Company dated 22.08.2008 (Minutes No 35/3) with the amendments and supplements to the Regulations on the Committee for Strategy under the Board of Directors of the Company as approved by decision of the Board of Directors dated 15.08.2019 (Minutes No 329/6):

    Purposeof the Committee

    Provision for efficient work of the Board of Directors of the Company in solution of issues included in their competence.

    Main objectives of the Committee

    Elaboration and presentation of recommendations (conclusions) to the Board of Directors on the following aspects of activities of the Board of Directors.

    Competence of the Committee

    Preliminary consideration, analysis and development of recommendations (reports) on the following issues shall fall within the competence of the Committee of the Company Board of Directors:

    1) determination of priority directions of the Company's activities, including approval of the development strategy, the innovative development program and reports on their implementation;

    2) submission for the decision of the General meeting of shareholders of the Company of the issues:

    • on reorganization of the Company;
    • on increase in the authorized capital of the Company by increase in shares par value or by placement of additional shares;
    • on decrease in the Company’s Authorized Capital by increasing the face value of shares;
    • on split or reverse split of shares of the Company;
    • on placement by the Company of the bonds convertible into shares, and other issue securities convertible into shares of the Company;
    • on approval the subsequent approval of transactions in cases provided for by Article 83 of the Federal Law “On Joint-Stock Companies”;
    • on approval the subsequent approval of significant transactions in cases provided for by Article 79 of the Federal Law “On Joint-Stock Companies”;
    • on participation in financial and industrial groups, associations and other unions of commercial organizations;

    3) acquisition of shares, bonds and other equity securities placed by the Company in cases determined by the Federal law “On joint-stock companies” or other federal laws;

    4) carve-out (sale) of shares of the Company which have come at disposal of the Company as a result of their repurchase or buyout from shareholders of the Company as well as in other cases provided for by Federal Law "On Joint-Stock Companies";

    5) recommendations on the amount of dividend on shares and dividend payment procedure;

    6) Adoption of internal documents of the Company defining the procedure of formation and use of funds of the Company;

    7) decision taking concerning the use of the Company’s funds, approval of the cost estimates concerning the special purpose funds and consideration of the results of the cost estimates implementation from use of means of the special purpose funds;

    8) approval of the business plan (revised business plan) and review of the quarterly report on the implementation of the business plan (for the first quarter, first half, nine months, reporting year);

    9) on approval of the investment program, including changes to it, and a quarterly report on the results of its implementation (for the first quarter, first half, nine months, reporting year);

    10) Creation of branches and opening of representative offices of the Company, their liquidation;

    11) decision on the Company's participation of in other organizations (on joining an existing organization or establishing a new one including approval of constituent documents) as well as on purchase of, carve-out of and encumbrance on shares or interest in authorized capitals of organizations wherein the Company participates, change in the amount of participatory interest in the authorized capital of such organization and termination of the Company’s participation in other organizations;

    12) making decisions on approval the subsequent approval of major transactions in cases provided for by Chapter X of the Federal Law “On Joint-Stock Companies”;

    13) determination of the position of the Company (representatives of the Company) including instruction to take or not to take part in voting on the agenda issues and choose voting option "for", "against" or "abstained" on the following issues on the agendas of General Meetings of Shareholders (participants) of subsidiaries and affiliates (hereinafter referred to as SCDs) and Meetings of Boards of Directors of subsidiaries and dependent companies;

    14) approval of targeted values (corrected levels) of key performance indicators (KPI) of the Company and reports on their performance;

    15) the application for listing of the Company's shares and (or) equity securities of the Company convertible into shares of the Company;

    16) risk assessment, as well as the establishment of an acceptable amount of risk for the Company;

    17) annual consideration of issues of organization, functioning and effectiveness of risk management systems in the Company;

    18) monitoring compliance of the activities of the Executive Bodies of the Company with the strategy approved by the Company; hearing reports of the General Director and members of the Management Board of the Company on the implementation of the strategy approved by the Company;

    19) on recommendations regarding the voluntary or mandatory offer received by the Company to acquire the securities of the Company;

    20) approval of internal documents by the Board of Directors of the Company, regulating the target areas of the Committee's activities, as provided for in clause 1.3 of the Regulations;

    21) consideration of other issues related to the target areas of the Committee’s activities stipulated by clause 1.3 of the Regulations and issues stipulated by individual instructions of the Board of Directors of the Company.

    Personal composition

    The members of the Committee for Strategy under the Board of Directors of Rosseti North-West, PJSC were elected on August 29, 2022 by the resolution of the Board of Directors of the Company (Minutes of Meeting No. 434/4):

    1. Polinov, Alexey Alexandrovich (Chairperson of the Committee) – Chairperson of the Board of Directors of Rosseti North-West, PJSC, Acting Deputy General Director for Economy and Finance of Rosseti, PJSC;
    2. Leshchevskaya, Yulia Aleksandrovna – Acting Deputy General Director for Strategy of Rosseti, PJSC;
    3. Bakharev, Dmitry Vladimirovich – First Deputy Director of the Tariff Policy Department of Rosseti, PJSC;
    4. Krainsky, Daniil Vladimirovich – a member of the Board of Directors of Rosseti North-West, PJSC, Deputy General Director for Legal Support of Rosseti, PJSC;
    5. Kaloeva, Madina Valeryevna – Director for Corporate Governance – Head of Department of Corporate Governance, Rosseti, PJSC;
    6. Temnyshev, Alexander Alexandrovich – Head of the Department for Corporate Governance and Shareholder Relations of Rosseti North-West, PJSC;
    7. Fedorov, Oleg Romanovich – a member of the Board of Directors of Rosseti North-West, PJSC, (independent director);
    8. Golovtsov, Alexander Viktorovich – a member of the Board of Directors of Rosseti North-West, PJSC, (recognized as an independent director by the decision of the Board of Directors of the Company dated 17.08.2022 (Minutes No. 433/3);
    9. Shevchuk, Alexander Viktorovich – a member of the Board of Directors of Rosseti North-West, PJSC, Executive Director of the Professional Investors Association;
    10. Bychko, Mikhail Alexandrovich – Head of the Design and Estimate Control Department of Rosseti, PJSC;
    11. Pikin, Sergey Sergeevich – a member of the Board of Directors of Rosseti North-West, PJSC, Director of the Energy Development Fund (recognized as an independent director by the decision of the Board of Directors of the Company dated 17.08.2022 (Minutes No. 433/3).
  • Committee for technological connection to electric grids

    In accordance with the Regulations on the Committee for Technological Connection to Electric Power Grids under the Board of Directors of Rosseti North-West, PJSC approved by the Board of Directors of the Company on 31.07.2017 (Minutes No. 249/4):

    Purpose of the Committee

    Ensuring openness of activities and non-discriminatory access to services for technological connection of consumers to the Company’s electric power grids.

    Core objectives of the Committee

    The Committee objective is elaboration and presentation of recommendations (conclusions) for the Board of Directors of the Company on the following aspects of activities of the Board of Directors:

    1. Elaboration of proposals on improvement of the legislative framework for antimonopoly regulation and provision for indiscriminate access to services for technological connection of consumers to electric power grids;
    2. Elaboration of proposals on improvement of the Company in-house procedural rules and standards for provision for indiscriminate access to services for technological connection of consumers to electric power grids;
    3. Elaboration of principles and criteria for evaluation of efficiency of the Company activities in technological connection of consumers to electric power grids;
    4. Evaluation of efficiency of the Company activities in technological connection of consumers to electric power grids;
    5. Analysis of current situation within the Company and preparation of proposals for the Board of Directors of the Company to the extent of technological connection of consumers to electric power grids.

    Competence of the Committee

    • Monitoring of the Company activities regarding issues of technological connection of consumers to distribution electric power grids including contractual work and general statistics of connections with account for specific consumer groups;
    • Elaboration of proposals on improvement of procedures, enhancement of transparency and reductions of terms required for measures to be taken for technological connection of consumers to distribution electric power grids of the Company;
    • Elaboration of recommendations on resolution of most problematic of the collected claims and petitions regarding issues of technological connection of consumers to distribution electric power grids of the Company;
    • Assistance in prevention and suppression of abuses in technological connection of consumers to electric power grids of the Company;
    • Elaboration of proposals on core indices affection efficiency of activities for technological connection and provision for indiscriminate access to services for technological connection of consumers to electric power grids;
    • Analysis of the Company activities within the framework of federal target programs implementation;
    • Elaboration of proposals on issues of interaction with consumers and improvement of mechanisms for consideration of consumers’ requests;
    • Analysis of the Company’s activity and development of suggestions on topics regarding improving the quality of planning for development of the electric grid;
    • Motion of proposals on improvement of the regulatory legal framework by the Government of the Russian Federation;
    • Other questions by order of the Company’s Board of Directors.

    Personal composition

    The members of the Committee for Technological Connection to Electric Power Grids under the Board of Directors of Rosseti North-West, PJSC were elected on August 17, 2022 by the resolution of the Board of Directors of the Company (Minutes of Meeting No. 433/3):

    1. Molsky, Alexey Valeryevich (Chairperson of the Committee) – a member of the Board of Directors of Rosseti North-West, PJSC, Deputy General Director for Investment, Capital Construction and Service Implementation of Rosseti, PJSC;
    2. Golovtsov, Alexander Viktorovich – a member of the Board of Directors of Rosseti North-West, PJSC, (recognized as an independent director by the decision of the Board of Directors of the Company dated 17.08.2022 (Minutes No. 433/3);
    3. Korneev, Alexander Yuryevich - Head of the Department of Technological Connection and Infrastructure Development of Rosseti, PJSC;
    4. Fedorov, Oleg Romanovich – a member of the Board of Directors of Rosseti North-West, PJSC (independent director);
    5. Filatova, Svetlana Valeryevna – a member of the Management Board, Deputy General Director for Development and Services Realization of Rosseti North-West, PJSC.