Auditing Commission

Date of the Auditing Commission’ election at the annual General Shareholders’ Meeting: 16.06.2023

Surname, name, patronymic	Position at the time of nomination
Anton Sergeevich Ulyanov	Director for Internal Audit - Head of the Internal Audit Department of Rosseti PJSC
Victor Vladimirovich Tsarkov	First Deputy Head of the Internal Audit Department of Rosseti PJSC
Svetlana Mikhailovna Trishina	Deputy Head of the Internal Audit Department - Head of Corporate Audit and Control Department of Subsidiaries of the Internal Audit Department of Rosseti PJSC
Vladimir Alexandrovich Makarov	Director for Internal Control and Risk Management - Head of the Department for Internal Control and Risk Management of Rosseti PJSC
Gayane Robertovna Andriasova	Deputy Head of the Corporate Audit and Control Department of Subsidiaries of the Internal Audit Department of Rosseti PJSC

Competence of the Company’s Auditing Commission includes:

1.1. The competence of the Committee includes consideration of issues related to the accounting (financial) statements of the Company, control over the reliability and efficiency of the internal control system, risk management system, corporate governance practice, conducting an external audit and selecting an auditor, ensuring the independence and objectivity of the internal audit, functioning of the system of counteracting unfair actions of the Company employees and third parties as well as other issues on behalf of the Board of Directors of the Company. Within its competence, the Committee performs the following functions:

1.1.1. In the field of accounting (financial) statements of the Company:

1.1.1.1. Control over ensuring the completeness, accuracy, and reliability of the annual and interim accounting (financial) statements:

a) analysis of the features of the process of preparing the accounting (financial) statements adopted by the Company, and significant changes in the principles and procedures for its preparation;

b) analysis of compliance of accounting (financial) statements with legislation and regulatory requirements for the disclosure of financial information;

c) consideration of the compliance of the information systems used for accounting and preparation of accounting (financial) statements with the requirements for processing accounting (financial) information, the nature of the business, the volume and complexity of the processed information;

d) consideration together with the Executive Body of the Company and the external auditor of the results of the external audit, significant adjustments based on the results of the external audit, and the comments contained in the report and the written information of the external auditor;

e) discussion with the external auditor and the Internal Audit of the justification and acceptability of the methods used by the Company for accounting for areas most at risk of misstatement, their consistent use in accounting and the preparation of accounting (financial) statements;

f) analysis of the level and causes of errors identified during the external and internal audit, obtaining explanations from the Executive Body on the identified errors, including measures taken by the Company on the results of the audit and/or on the implementation of the recommendations of the Company's auditor;

g) analysis of significant fluctuations in results over a number of years, unusual changes in indicators/ trends, differences in actual results from those projected or included in the business plan of the Company (in accordance with Appendix 3 to this Regulation).

1.1.1.2. Analysis of essential aspects of the accounting policy of the Company:

a) checking the compliance of the accounting policy with the norms and requirements of the legislation, accounting rules (standards), recommendations of the external auditor, consideration of the validity and acceptability of the accounting methods used;

b) analysis of the occurred and upcoming changes in accounting policies, discussion with the Executive Body and the external auditor of their causes and impact on the accounting (financial) statements of the Company in the current and subsequent reporting periods.

1.1.1.3. Participation in the consideration of significant issues and judgments in relation to the accounting (financial) statements of the Company:

a) analysis of the information provided by the top management of the Company about operations and events that are most subject to value judgments when reflected in the accounting (financial) statements and the accompanying transcripts or are material and non-standard, taking into account the comments of the external auditor;

b) discussion with the top management of the Company and the external auditor of the most significant assumptions used by the Company in preparing the accounting (financial) statements, the conformity of the adopted significant assumptions and estimates with accounting rules (standards);

c) discussion with the external auditor and the Internal Audit of the issue of using by the Company of any significant assumptions and estimates that could be aimed at achieving the projected financial result of the Company or increasing the amount of remuneration to the Sole Executive Body and top managers of the Company.

1.1.1.4. Analysis of the Company's press releases on financial matters, any public statements regarding the external and internal audit, the Company's internal control system, as well as published financial information.

1.1.1.5. Consideration of the interim accounting (financial) statements of the Company, preliminary, prior to submission for consideration by the Board of Directors of the Company, consideration of the annual accounting (financial) statements of the Company.

1.1.1.6. Consideration of any other issues that, in the opinion of the Committee, may affect the reliability and completeness of the Company's accounting (financial) statements.

1.1.2. In the field of monitoring the reliability and efficiency of the internal control system, risk management system, corporate governance practices:

1.1.2.1. Review, prior to determining by the Board of Directors of the Company, of approaches to the organization of the internal control system, analysis and evaluation of the implementation of the Company's policy in the field of internal control:

a) preliminary consideration, before approval by the Board of Directors, of the Company's internal regulatory documents defining the strategy, organization and development of the internal control system and subsequent amendments to them;

b) discussion with the Executive Body and the Internal Audit of the implementation of the Company's policy in the field of internal control.

1.1.2.2. Control over the reliability and efficiency of the internal control system, risk management system, corporate governance practices;

a) holding at least 1 time per quarter meetings with the top management of the Company to discuss the presence/creation in the Company of an appropriate control environment, the effectiveness of the internal control procedures, the consideration of significant deficiencies in the internal control system and plans for their elimination;

b) carrying out, at least once a year, an analysis of the measures developed by the executive bodies of the Company to improve the internal control system, as well as the results of their implementation, including based on the results of self-assessment carried out by the heads of divisions/departments of the Company, and on the basis of the assessment carried out by the Internal Audit;

c) consideration, discussion, with the Executive Body and the Internal Audit, before submission of the Annual Report of the Company for preliminary approval to the Board of Directors of the Company, of the text of the section “Internal Control System” of the Annual Report of the Company;

d) analysis of the reliability and effectiveness of the internal control system according to the reports of the Management Board of the Company on the organization and functioning of the internal control system, materials of internal audit reviews, as well as the conclusions of the external auditor of the Company;

e) preliminary consideration, at least once a year, of the Internal audit report on the effectiveness of the internal control system, risk management system, corporate governance, as well as preliminary consideration of the reports of external independent evaluation of the effectiveness of the internal control system, risk management system, corporate governance;

f) preparation of proposals to improve risk management systems, internal control, corporate governance practices.

1.1.2.3. compliance control by the Company with regulatory requirements:

a) consideration of issues related to the Company's procedures for ensuring compliance with the legislation of the Russian Federation, Bank of Russia, stock exchanges, and ethical rules embodied in internal normative documents of the Company;

b) analysis of response measures taken by the Company to eliminate violations identified by the Audit Committee of the Company, the internal audit of the Company, external control (supervision) bodies.

1.1.3. In the field of control over the conduct of an external audit and the selection of an auditor:

1.1.3.1. Consideration and elaboration of recommendations for the Board of Directors of the Company, which should be provided to shareholders for approval at the annual General Meeting of shareholders of the Company, regarding the re-election and removal of the external auditor.

1.1.3.2. Elaboration of recommendations for the Board of Directors of the Company to determine the term of rotation of the external auditor.

1.1.3.3. General supervision of the selection of the external auditor:

a) participation in the development and harmonization of procurement procedures for the selection of the external auditor, in particular, the definition of a set and the importance of the evaluation criteria of tenders' participants and evaluation of bids of tenders' participants;

b) supervision over the compliance of the procedure for selecting the Company's auditor with the legislation and internal regulatory documents of the Company by the participation of a representative of the Audit Committee in the work of the procurement commission for the selection of the external auditor as a member of the Commission or an independent observer;

c) assessment of independence, objectivity and absence of conflict of interest of the external auditor of the Company, including analysis of all relations between the external auditor and the Company (provision of services other than audit, remuneration for the provision of audit and non-audit services, etc. ), in order to determine the circumstances that may affect the independence of the external auditor;

d) preparation of recommendations for the Board of Directors on the candidacy of the Company's external auditor.

1.1.3.4. Supervision over the external audit and evaluation of quality of audit and auditor's conclusions:

a) assessment of the scope of audit procedures and audit methods proposed by the external auditor;

b) discussion with the external auditor and the Executive Body of issues regarding the fundamental aspects of accounting policy, methods used in accounting for significant or unusual transactions in cases where multiple approaches are allowed;

c) discussion with the external auditor and the Executive Body of the Company of issues regarding the preparation of accounting (financial) statements, verification of clarity and completeness of information disclosure in the accounting (financial) statements, as well as determination of correctness of information disclosure;

d) discussion with the external auditor of issues regarding any serious difficulties arising during the audit, including any restrictions on the amount of work and/or access to the information needed to the external auditor;

e) consideration of the external auditor conclusions and written information transferred to the Executive Body of the Company regarding the audit results for a list of the main resolved and unresolved issues, verification of the main accounting and audit judgments, analysis of the level of errors identified during the audit.

1.1.3.5. Evaluation of the effectiveness of the external audit process at least once a year, including:

– analysis of compliance with the external audit plan, as well as the analysis of the cause of any deviations from it, including the auditor's actions taken in case of an audit risk changes;

– consideration of the opinion regarding the external auditor work on the part of key employees of the Company involved in the external audit process, including the chief accountant, the Deputy General Director for Economics and Finance, the division head performing the internal audit function, and others;

– analyzing how the auditor understand the nature of the Company's business and adequacy of the provided recommendations;

– evaluation of the level of response and expertise regarding provision of information to the Audit Committee, recommendations on the internal control system;

– assessment of the report of the Company auditor confirming the validity of the Company's annual accounting (financial) statements, preparation of the report on the level of efficiency and quality of the external audit process, which is an integral part of the information (materials) for the annual General Meeting of Shareholders of the Company (Appendix 9 to this Regulation).

1.1.3.6. Development and submission for approval to the Board of Directors of the Company of the policy regarding the provision of non-audit services by the external auditor, including the determination of:

– the nature of acceptable non-audit services;

– the ratio of audit services renumeration to non-audit services renumeration (not only in proportion but also as total renumeration for the auditing company);

– independence requirements when combining types of audit and non-audit services, including determination of service types to which an external auditor is not allowed;

– determination of the list of services that require preliminary consideration and approval by the Audit Committee.

1.1.3.7. Ensuring effective interaction between the external and internal auditors of the Company.

1.1.4. In the field of ensuring the independence and objectivity of the internal audit function:

1.1.4.1. The internal audit function management:

a) making recommendations to the Board of Directors of the Company regarding the best way of internal audit management (establishment of internal audit division/outsourcing/co-sourcing);

b) preliminary consideration of the Internal Audit Policy, Agreements with the external organization engaged to perform the internal audit function, other internal documents of the Company defining the purposes, tasks, powers and functions of the internal audit prior to submission for approval to the Board of Directors of the Company;

c) reconciliation of the Internal Audit Division Regulation prior to approval by the Board of Directors of the Company and adoption by the Company's Sole Executive Body.

1.1.4.2. Ensuring the independence and objectivity of internal audit:

a) reconciliation of decisions on appointment and dismissal of the internal audit division head as well as determination of remuneration for him prior to approval by the Board of Directors of the Company;

b) in case if the external organization involved to perform the internal audit function: – preliminary consideration of the candidate of such organization in order to obtain the availability of independence, objectivity, professionalism and competence of such organization and its personnel involved in the internal audit of the Company;

– preliminary consideration of the essential terms of the contract with it, including those ones regarding the paid remuneration, the internal audit plan, the periodicity of reporting on the internal audit results;

– preliminary consideration of draft supplementary agreements to the contract with the external organization regarding the implementation of the internal audit function;

c) consideration of the structure and size of the internal audit division of the Company, preliminary consideration and approval of amendments thereto at least once a year;

d) reconciliation of the annual work plan of the Internal Audit and amendments thereto prior to approval by the Board of Directors of the Company;

e) consideration of the report of the Internal Audit regarding the implementation of the work plan and results of the internal audit activity, as well as reconciliation of the report regarding the implementation of the annual work plan of the Internal Audit prior to approval by the Board of Directors of the Company at least once in a quarter;

f) analysis on a regular basis of the results of the Company's implementation of the plan of measures in order to eliminate violations and shortcomings identified by the Audit Committee of the Company and Internal Audit of the Company at least once a year.

1.1.4.3. Consideration of restrictions that could adversely affect the implementation of the internal audit function:

a) reconciliation of the annual budget of the internal audit department and amendments thereto, on the protocol of the contract price with the external organization involved in the implementation of the internal audit function, as well as amendments thereto prior to approval by the Board of Directors of the Company;

b) reconciliation of significant restrictions of the powers of the Internal Audit, discussion with the Internal Audit of any serious difficulties arising during the audit, including any restrictions on the scope of work and/or access to the information needed for internal auditors.

1.1.4.4. Assessment of the effectiveness of the internal audit:

a) holding an individual meeting with the internal audit division head/authorized representative of the external organization performing the internal audit functions on issues regarding the internal audit function at least once a year;

b) discussion with the internal audit division head/authorized representative of the external organization performing the internal audit functions, of the action plan on the function improvement;

c) reconciliation of the results of self-assessment of quality of Internal Audit activities, implemented in accordance with the internal standards of internal audit activities and communicating the results of such assessment to the Board of Directors of the Company at least once a year;

d) organization of independent assessment of quality of internal audit function, including agreement of terms of reference, essential contract terms of and candidates of internal audit function evaluators, preliminary consideration of evaluation reports, communicating of the results of such evaluation to the Board of Directors of the Company at least once every five years.

1.1.5. In the field of monitoring the effectiveness of the functioning of the system for counteracting unfair actions of the Company employees and third parties:

1.1.5.1. Analysis and assessment of the implementation of the conflict of interest management policy.

1.1.5.2. Monitoring the effectiveness of the functioning of the warning system about potential cases of unfair actions by employees of the Company and third parties, as well as other violations in the Company.

1.1.5.3. Supervision of special investigations on potential cases of unfair actions, unfair use of insider or confidential information.

1.1.5.4. Monitoring the implementation of measures taken by the executive management of the Company on reports about potential cases of unfair actions of employees and other violations.

1.1.6. Development and submission of draft documents related to the organization of the activities of the Audit Committee for approval by the Board of Directors of the Company.

1.2. In accordance with decision of the Board of Directors of the Company, other issues related to its competence may be submitted for consideration by the Audit Committee.

Minutes № 1 of the meeting of the Auditing Committee of PJSC «Rosseti Moscow Region», Meeting Date: Moscow June 21, 2021.pdf
Minutes № 3 of the meeting of the Auditing Committee of PJSC «Rosseti Moscow Region», Meeting Date: Moscow April 14, 2020.pdf