Personnel and Remunerations Committee

COMPETENCE OF THE COMMITEE

1.  elaboration of the principles, criteria and recommendations in the sphere of remuneration and material incentive of the:
• - members of the Company’s Board of Directors, Chairperson of the Company’s Board of Directors; 
• - members of the Company’s Management Board, Director General of the Company, managing organization or manager; 
• - members of the Company’s Internal Audit Commission, Chairperson of the Company’s Internal Audit Commission;   
2. recommendations preparation for approval (adjustment) of the internal documents regulating the issues in the sphere of remuneration and material incentive;
3. criteria defining of the candidates selecting to be the members of the Company’s Board of Directors, members of the Company’s Management Board, to the position of the Company’s Director General, as well as a preliminary assessment of these candidates and respective recommendations preparation for the Company’s Board of Directors;
4. proposals elaboration in defining of the fundamental terms of the contracts (including those regarding a term of office and amount of the paid out remunerations and compensations), concluded with the members of the Company’s Board of Directors, members of the Management Board, Director General of the Company, managing organization or manager, the specified contracts amending;
5. regular assessment of the activities of the Company’s Director General, that of a managing organization (manager), members of the Company’s Management Board and the respective recommendations preparation to the Company’s Board of Directors;
6. respective recommendations preparation for the Company’s Board of Directors in submitting an issue to a resolution of the General Shareholders’ Meeting of the Company regarding the powers delegations of the Company’s Sole Executive Body to a managing organization (manager) and early termination of powers of the managing organization (manager);
7. recommendations preparation regarding the issue of the powers suspending of the managing organization (manager);
8. respective recommendations preparation for the Company’s Board of Directors as regards a quantitative membership of the company’s Management Board, election and termination of the powers of the members of the Company’s Management Board;
9. recommendations preparation for a resolution passing by the Company’s Board of Directors on appointment of an acting Director General of the Company, as well as bringing him/her to disciplinary responsibility;
10. respective recommendations preparation for the Company’s Board of Directors as regards bringing to disciplinary responsibility of the Company’s Director General and members of the Company’s Management Board and their rewarding according to the RF labor laws;
11. preliminary consideration of the organizational structure of the Company’s executive apparatus;
12. preliminary consideration of the organizational structure of the management apparatus of the Company’s branch;
13. preliminary approval of candidacies for separate positions of the Company’s executive apparatus, determined by the Company’s Board of Directors;
14. preliminary approval of candidacies for positions of heads directly subordinated to the Director General, in the following functional directions of the Company:
• - bookkeeping; 
• - compliance-control, anti-corruption actions and controlling; 
• - IT, strategy and business processes;
15. consideration of results of activities of the employees which hold the positions, the approval of candidacies whereof is related to the competence of the Company’s Board of Directors and respective recommendations preparation to the Company’s Director General;
16. respective recommendations preparation for the Company’s Board of Directors on nomination of the Company’s Board of Directors for putting forward for the state decorations;
17. estimation of a state of the Company’s staff reserves;
18. respective recommendations preparation for the Company’s Board of Directors for a preliminary approval of a collective agreement, agreements concluded by the Company within the framework of the social and labor relations regulation, as well as a preliminary consideration of the documents for non-state pensions provision of the Company’s employees;
19. respective recommendations preparation for the Company’s Board of Directors in defining of the Company’s position (that of the Company’s representatives), including instructions whether to take part or not in the voting regarding the agenda’s issues, whether to vote “for”, “against” or “abstained” on draft resolutions for the issues of the agendas of the meetings of SDE’s Board of Directors (subsidiary and dependent entities) as to the nomination, election of the Sole Executive Body of SDE and early termination of its powers;
20. preliminary consideration of proposals for the reorganization of the Company's management (change in the number of management levels, the creation / elimination / rearrangement of production departments, the areas of electrical networks); 
21. other issues tied with the above mentioned ones, as well as the issues considered by order of the Company’s Board of Directors.