Board of Directors

In accordance with Clause 15.1 of Article 15 of the Charter of PJSC MOESK, the Board of Directors of the Company performs general management of the activities of the Company, with the exception of the resolution of the issues assigned by the Federal Law "On Joint-Stock Companies" and this Charter to the competence of the General Meeting of shareholders.

The competence of the Board of Directors of the Company includes the following issues:

The competence of the Board of Directors of the Company includes the following issues:

1. identification of priority areas of the Company's activities, including approval of the Company's development strategy, taking into account the Company's risks, the innovative development program and reports on their implementation;
2. convening of the annual and extraordinary General Meetings of the Company’s shareholders, except as provided for in clause 14.8. of Article 14 of this Charter, as well as the announcement of the date of the new General Meeting of shareholders to replace the one that was rendered insolvent for lack of a quorum;
3. approval of the agenda of the General Meeting of shareholders of the Company;
4. election of the Secretary of the General Meeting of shareholders;
5. setting the date for determining (recording) the persons entitled to participate in the General Meeting of Shareholders of the Company, determining the date for compiling the list of persons entitled to receive dividends, approving the cost estimates for holding the General Meeting of Shareholders of the Company and resolving other issues related to the preparation and holding of the General Meeting of Shareholders of the Company;
6. submission to the decision of the General Meeting of shareholders of the Company of the issues provided for in subclauses 2, 5, 7, 8, 12-20 of clause 10.2. of Article 10 of this Charter, on the reduction of the Company's capital by reducing the nominal value of shares, and on the date by which persons entitled to dividends are determined;
7. placement by the Company of additional shares into which preferred shares of a certain type placed by the Company are convertible into ordinary shares or preferred shares of other types, as well as the placement by the Company of bonds or other issuable securities, except for shares; the issue of Eurobonds and the determination of the Company's policy with regard to the issue of issuable securities (except for shares) and Eurobonds;
8. approval of the decision on the issue (additional issue) of shares and equity securities, convertible into shares, securities prospectus, report on the results of the issue (additional issue) and notification of the results of the issue (additional issue) shares and equity securities convertible into shares, reports on the results of the acquisition of shares from the Company's shareholders, reports on the results of the redemption of shares, reports on the results of the presentation by the Company's shareholders of demands for the redemption of shares owned by them, making a decision on the acceptance of offers (acceptance) for the acquisition of additional shares placed by open subscription after the expiration of the pre-emptive right, in cases determined by the Board of Directors of the Company;
9. determination of the property price (monetary value), placement price or procedure for its determination and redemption price of the issue-grade securities in cases provided for by the Federal Law "On Joint-Stock Companies" as well as in resolving the issues specified in subclauses 11, 21, 38 of clause 15.1. of this Charter;
10. purchase of shares, bonds and other securities placed by the Company in cases provided for by the Federal Law "On Joint-Stock Companies" or other federal laws;
11. alienation (realization) of shares of the Company made available to the Company as a result of their acquisition or redemption from the shareholders of the Company, as well as in other cases provided for by the Federal Law "On Joint-Stock Companies";
12. election of the Company's General Director and early termination of his/her powers, including the decision to terminate his/her employment contract early;
13. recommendations to the General Meeting of Shareholders of the Company on the amount of remuneration and compensation paid to members of the Audit Committee of the Company and determination of the amount of payment for the services of the Auditor;
14. recommendations on the rate of the dividend of shares and the procedure for its payment;
15. approval of the internal documents of the Company governing the formation and use of the Company’s funds;
16. decision-making on the use of the Company's funds; approval of estimates of the use of funds under special purpose funds and review of the results of implementation of the estimates of the use of funds under special purpose funds;
17. approval of internal documents of the Company, with the exception of internal documents, the approval of which is within the competence of the General Meeting of Shareholders, as well as other internal documents, the approval of which is within the competence of the executive bodies of the Company;
18. approval of a business plan (adjusted business plan), as well as consideration of the quarterly report on the implementation of the business plan (for the first quarter, first half, nine months, reporting year);
19. on approval of the investment program, including amendments to it and a quarterly report on the results of its implementation (for the first quarter, first half, nine months, reporting year);
20. establishment of branches and opening of representative offices of the Company, their liquidation;
21. on the participation of the Company in other organizations (including the approval of constituent documents and candidates for the governing bodies of newly created organizations), as well as changes in the share of participation (number of shares, size of equities, shares), encumbrance of shares and termination of the Company's participation in other organizations , with the exception of decisions on participation provided for by subclause 18 of Clause 10.2. of Article 10 of this Charter;
22. determination of the credit policy of the Company in terms of issuing loans by the Company, conclusion of credit agreements, loan agreements, guarantee agreements, acceptance of obligations under a promissory note (issuance of a simple and transferable promissory note), transfer of property as a pledge and decision-making on performance by the Company of the above transactions in cases when the order of decision-making is not determined by the credit policy of the Company, as well as making decisions on bringing the debt position of the Company in compliance with the limits of the Company's credit policy;
23. making decisions on entering into transactions the subject of which is property, works and services, the value of which is from 5 to 25 percent of the book value of the Company's assets, determined as of the date of making the decision on entering into the transaction, except for transactions not exceeding the limits of ordinary business activities;
24. consent to execution or subsequent approval of major transactions in cases stipulated by Chapter X of the Federal Law "On Joint-Stock Companies";
25. consent to the conclusion or subsequent approval of transactions provided for by Chapter XI of the Federal Law "On Joint-Stock Companies";
26. approval of the Registrar of the Company, the terms of the Contract with him, as well as termination of the Contract with him/her;
27. election of a Chairman of the Board of Directors of the Company and early termination of his/her powers;
28. election of the Deputy Chairman of the Board of Directors of the Company and early termination of his authority;
29. election of the Corporate Secretary of the Company and early termination of his/her powers;
30. prior approval of transactions involving the donation of the Company’s property or property rights (claims) against oneself or against a third person by the Company; transactions relating to the discharge of a property obligation to oneself or to a third party; transactions connected with gratuitous services (works) to third parties by the Company, in cases (size) determined by individual decisions of the Company’s Board of Directors, and decision-making on the execution of these transactions by the Company in cases where the above-mentioned cases (size) are not determined;
31. making decision to suspend the authority of the managing organization(s);
32. making decision on the appointment of the acting General Director of the Company, in cases determined by individual decisions of the Board of Directors of the Company, as well as bringing him to disciplinary liability;
33. applying disciplinary measures to the General Director and members of the Management Board of the Company, and their promotion in accordance with the labor legislation of the Russian Federation;
34. consideration of reports of the General Director on the activities of the Company (including on the performance of official duties), on the implementation of decisions of the General Meeting of Shareholders, the Board of Directors and the Management Board of the Company;
35. approval of the procedure for interaction between the Company and organizations in which the Company participates;
36. determination of the position of the Company (representatives of the Company), including instructions to vote or not to vote on agenda items, vote on draft decisions "for", "against" or "abstained", on the following issues on the agendas of general meetings of shareholders (participants) of subsidiaries and affiliates (hereinafter - SAA), and meetings of the boards of directors of SAA:
1. on determination of the agenda of the general meeting of shareholders (participants) of SAA (except for those SAA, 100 (one hundred) percent of the charter capital of which belongs to the Company);
2. on restructure, dissolution of SAA;
3. on determining the quantitative composition of the management and control bodies of subsidiaries and affiliates in the absence of an appropriate norm in the Charter of subsidiaries and affiliates, nomination, election of their members and early termination of their powers, nomination, election of the sole executive body of subsidiaries and early termination of its powers;
4. on determination of the quantity, face value, category (type) of authorized shares of SAA and the rights granted by these shares;
5. on increasing the authorized capital of SAA by increasing the nominal value of shares or by placing additional shares;
6. on allocation of securities of SAA convertible into ordinary shares;
7. on splitting and consolidation of shares of the SAA;
8. on consent to conclude or on subsequent approval of major transactions, carried out by SAA;
9. on the involvement of SAA in the activities of other organizations (on joining an existing organization or the creation of a new organization), as well as on the acquisition, alienation and encumbrance of shares and shares in the authorized capital of organizations in which the SAA participate, and changes in the participation interest in the authorized capital of the corresponding organization;
10. on making transactions by SAA (including several interrelated transactions) related to the acquisition, alienation or the possibility of alienation of property constituting fixed assets, intangible assets, construction in progress, the purpose of which is the production, transmission, dispatching, distribution of electric and thermal energy, in cases (size) determined by the procedure for interaction between the Company and organizations in which the Company participates, approved by the Board of Directors of the Company;
11. on making amendments and additions to the constituent documents of SAA;
12. on determining the procedure for paying remuneration to members of the board of directors and the audit committee of SAA;
13. on approval of the business plan (adjusted business plan) of SAA engaged in the transmission, production or sale of electricity, or whose revenue is more than 1 % of the Company's revenue for the last completed reporting period;
14. on consideration of the report on the implementation of the business plan for the reporting year of SAA engaged in the transmission, production or sale of electricity, or whose revenue is more than 1 % of the Company's revenue for the last completed reporting period;
15. on consideration of the investment program, including changes to it, and a report on the results of its implementation by SAA for the reporting year;
16. on reducing the authorized capital of SAA by reducing the nominal value of shares, by acquiring a part of the shares by SAA in order to reduce their total number, and also by redeeming shares acquired or bought out by SAA;
17. on determination of the credit policy of SAA in terms of issuing loans, concluding credit and loan agreements, issuing sureties, accepting obligations on a bill (issuing a promissory note and a bill of exchange), transferring property as collateral and making decisions on making SAA of these transactions in cases where the adoption procedure decisions on them are not determined by the credit policy of the SAA, as well as the adoption in the manner prescribed by the credit policy of the SAA of decisions on bringing the debt position of the SAA in accordance with the limits established by the credit policy of SAA on the review of the credit policy of SAA report, the approval of the SAA loan plan, approving the plan for the future development of SAA, adjust plans of perspective development of SAA, on the consideration of the implementation plan for the future development of SAA report.
37. determining the position of the Company (representatives of the Company) on the following agenda issues of meetings of the Boards of Directors of SAA (including instructions to vote or not to vote on agenda issues, vote on draft decisions "for", "against" or "abstained"):
1. on determining the position of representatives of SAA on agendas issues of general meetings of shareholders (participants) and meetings of the boards of directors of SAA related to the execution (approval) of transactions (including several interrelated transactions) related to the acquisition, alienation or possibility of alienation of property constituting fixed assets, intangible assets, objects of unfinished construction, the purpose of which is the production, transmission, dispatching, distribution of power and heat energy in cases (size) determined by the Company with the organizations in which the Company participates, approved by the Board of Directors;
2. on determining the position of representatives of SAA on the agendas of general meetings of shareholders (participants) and meetings of the boards of directors of SAA in relation to subsidiaries and affiliates producing, transmitting, dispatching, distributing and marketing electric and heat energy, on reorganizing, liquidating, increasing the authorized capital of such companies by increasing the nominal value of shares or by placing additional shares, placing securities convertible into ordinary shares.
38. preliminary approval of decisions on implementation of the following actions by the Company:
1. transactions, the subject of which are non-current assets of the Company in the amount of more than 10 (Ten) percent of the book value of these assets of the Company according to the accounting (financial) statements as of the last reporting date;
2. transactions (including several interrelated transactions) related to the acquisition, alienation or the possibility of alienation of property constituting fixed assets, intangible assets, construction in progress, the purpose of which is the production, transmission, dispatching, distribution of electric and thermal energy in cases (size), determined by separate decisions of the Board of Directors of the Company, or if the indicated cases (sizes) are not determined by the Board of Directors of the Company;
3. transactions (including several interrelated transactions) related to the acquisition, alienation or the possibility of alienation of property constituting fixed assets, intangible assets, construction in progress, the purpose of which is not to produce, transfer, dispatch, distribute electric and thermal energy in cases (size) determined by individual decisions of the Board of Directors of the Company, or if the specified cases (size) are not determined by the Board of Directors of the Company;
4. transactions for a period of more than 5 years for the transfer to temporary possession and use or temporary use of real estate, electric grid facilities, or for the acceptance for temporary possession and use or temporary use of real estate, in cases (size) determined by individual decisions of the Board of Directors of the Company.
39. nomination of candidates by the Company for the post of the sole executive body, other governing bodies, control bodies, as well as candidates for the auditor of organizations in which the Company participates in the production, transmission, dispatching, distribution and sale of electric and thermal energy, as well as repair and service activities;
40. determination of the Company's policy in the field of insurance, control over ensuring the Company's insurance protection, including appointment of the Company's Insurers;
41. appointment of the appraiser(s) to determine the value of shares, property, and other assets of the Company in cases provided for by the Federal Law "On Joint-Stock Companies" and this Charter, as well as individual decisions of the Board of Directors of the Company;
42. preliminary approval of the collective agreement, agreements concluded by the Company within the framework of regulation of social and labor relations, as well as approval of documents on non-state pension provision for the employees of the Company;
43. appointment of a financial consultant, attracted in accordance with the Federal Law "On the Securities Market", as well as the organizers of the issue of securities and consultants on transactions directly related to raising funds in the form of public borrowing;
44. elaboration of recommendations for the selection of an Auditor conducting an audit of the financial statements of the Company prepared in accordance with the International Financial Reporting Standards, approval of the terms of the agreement with him, as well as monitoring of the audit of the financial statements of the Company prepared in accordance with the International Financial Reporting Standards;
45. approval of a document defining the rules and approaches to the disclosure of information about the Company; a document on the use of information on the activities of the Company, on securities of the Company and related transactions, which is not publicly available and the disclosure of which may have a significant impact on market value of the securities of the Company; a document defining the procedures for internal control over the financial and economic activities of the Company;
46. preliminary approval of transactions that may result in obligations expressed in foreign currency (or obligations whose amount is tied to foreign currency), transactions with derivative financial instruments, in cases and amounts determined by individual decisions of the Board of Directors of the Company, as well as if these cases (size) are not determined by the Board of Directors of the Company; determination of the Company's policy regarding transactions with derivative financial instruments;
47. determination of the procurement policy in the Company, including approval of the Regulation on the procurement of goods, works, services, approval of the head of the Central Procurement Authority of the Company and its members, as well as approval of the procurement plan and adoption of other decisions in accordance with the documents approved by the Company regulating the Company's procurement activities;
48. adoption of a decision on the nomination of the General Director of the Company for submission to state awards;
49. approval of the methodology for calculating and assessing the implementation of key performance indicators (KPIs) of the General Director of the Company, their target values (adjusted values) and reports on the results of their implementation;
50. definition of the housing policy of the Company in terms of providing corporate support to the employees of the company in improving housing conditions in the form of subsidies, cost compensation, interest-free loans and deciding on the provision of the specified support by the Company in cases where the procedure for its provision is not determined by the housing policy of the Company;
51. determination of the number of members of the Company's Management Board, election of its members, assignment of remunerations and compensation paid to them, early termination of their powers;
52. determination of the Company's policy in terms of improving the reliability of the distribution complex of electric grids and other electric grid facilities, including approval of strategic programs of the Company to increase the reliability of the electric grid complex, the development of the electric grid complex and its safety;
53. approval of the organizational structure of the executive office of the Company and introduction of changes to it;
54. approval of the provisions on material incentives for the Director General, the provisions on material incentives for senior managers of the Company; approval of the list of top managers;
55. coordination of candidates for certain positions in the executive office of the Company determined by the Board of Directors of the Company;
56. apply for a listing of the shares of the Company and (or) equity securities of the Company convertible into shares of the Company;
57. making decisions on the accession of the Company to industry and inter-industry standards, regulations and other documents in the electric power industry in various areas of the Company’s activities, including technical regulation;
58. determination of principles and approaches to organization of Internal Audit, risk management and internal control systems in the Company (including approval of internal documents of the Company determining the policy of the Company in the field of risk management, internal control and internal audit of the Company);
59. risk assessment, as well as approval and revision of risk appetite for the Company;
60. organization of analysis and evaluation of the functioning of risk management and internal control systems at least once a year, including on the basis of data from reports regularly received from the executive bodies of the company, internal audit and external auditors of the company;
61. annual review of issues of organization, functioning and effectiveness of risk management and internal control systems in the Company;
62. control and organization of the internal audit activity, including approval of the regulation on the Internal Audit division, if an external independent organization is involved in the Internal Audit - approval of such an organization and the terms of the agreement with it, including the amount of remuneration; approval of the Internal Audit activity plan, report on the implementation of the Internal Audit activity plan and the internal audit budget, preliminary approval of the decision of the sole executive body of the company on the appointment, dismissal (not on the initiative of the employee) of the head of the Internal Audit unit, disciplinary sanctions against him, as well as approval of the terms of the employment contract and remuneration to the head of the Internal Audit division, consideration of the results of quality assessment of the Internal Audit;
63. 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;
64. recommendations to the executive bodies of the Company on any issues of the Company's activities;
65. establishment of committees of the board of directors of the company, the approval of internal documents that determine their competence and order of activities, determination of their quantitative composition, appointment of the chairman and members of the committee and termination of their powers;
66. approval of the information policy of the Company and consideration of reports on its implementation;
67. on preliminary approval of the agreement on making by the shareholder (shareholders) of the Company gratuitous contributions to the property of the Company in cash or in other form, which do not increase the authorized capital of the Company and do not change the nominal value of shares (contributions to the property of the Company);
68. on preliminary approval of the agreement on the Company making gratuitous contributions to the property of companies in the authorized capital of which the Company participates, in cash or in another form, which do not increase the authorized capital of these companies and (or) do not change the nominal value of shares;
69. other issues referred to the competence of the Board of Directors through the provisions of the Federal Law "On Joint-Stock Companies" and this Charter.