Corporate Governance and Securities of the Company
Information on the Controlling Bodies
According to item 9.2 of Article 9 of the Charter of JSC "Lenenergo", the body of the control of financial and economic activity of the Company is the Internal Audit Commission.
Internal Audit Commission of the Company
The Internal Audit Commission of JSC "Lenenergo" is a constantly acting body of internal control of the Company, and is independent on the functionaries of the management and executive bodies of the Company, and performs its duties as stipulated by the Federal Law of the Russian Federation "On Joint-Stock Companies", the Company’s Charter and the Regulations on the Internal Audit Commission of JSC "Lenenergo" approved by the General Meeting of Shareholders of the Company on 23.05.2002 (Minutes No. 1).
According to the Charter of the Company, the Internal Audit Commission is elected by the General Meeting of Shareholders in the number of 5 (five) persons for the term of one year (before the date of the next Annual General Meeting of Shareholders).
In accordance with the Company’s Charter, the frame of competence of the Audit Commission includes:
- verification of the data contained in the Annual Report, annual accounting statements, balance sheet, and profit and loss statement of the Company;
- analysis of the financial state of the Company, search for the possible ways to improve the financial state of the Company, drafting recommendations for the management bodies of the Company;
- arrangement and performing of the checks (audits) of the financial and economic activities of
- the Company, including:
- check (audit) of the financial, accounting, payment, and other documents of the Company for compliance with the legislation of the Russian Federation, the Charter, and other internal documents of the Company;
- control over the use of fixed assets;
- control over compliance with the proper write-off procedure concerning the debts of insolvent debtors;
- control over the use of the Company’s financial assets in accordance with the approved business plan and budget of the Company;
- control over the formation and use of the reserve and other funds of the Company;
- verification of the proper procedure of paying dividends on the shares of the Company, interest on obligations, income on other securities;
- verification of compliance with earlier orders to eliminate violations and defects, which were discovered during prior checks (audits);
- other activities (measures), associated with checking financial and economic activities of the Company.
Composition of the Internal Audit Commission
The following compositions of the Internal Audit Commission of the Company performed their duties in 2010:
| Period from 01.01.2010 up to 21.06.2010 | Period from 21.06.2010 up to 31.12.2010 | ||||
|---|---|---|---|---|---|
| # | Full Name | Position | # | Full Name | Position |
| 1 | Elena Sergeevna BEDREDINOVA | Leading expert of the Department for Internal Audit of JSC "IDGC Holding" | 1 | Izumrud Aligadzhievna ALIMURADOVA | The director for internal audit and management of risks of JSC "IDGC Holding" |
| 2 | Denis Lvovich GURYANOV | Head of the Department for corporate governance and interactions with shareholders of JSC "IDGC Holding" | 2 | Vladimir Nikolayevich ARHIPOV | Head of the Department for Security of JSC "IDGC Holding" |
| 3 | Lyudmila Dmitrievna KORMUSHKINA | Head of the division on arrangement and conducting audits of the Department for Internal Audit of JSC "IDGC Holding" | 3 | Denis Lvovich GURYANOV | Head of the Department for corporate governance and interactions with shareholders of JSC "IDGC Holding" |
| 4 | Sergey Borisovich SIDOROV | Head of the Department for Internal Audit of JSC "IDGC Holding" | 4 | Lyudmila Dmitrievna KORMUSHKINA | Head of the division on arrangement and conducting of audits of the Department for Internal Audit of JSC "IDGC Holding" |
| 5 | Vitaly Valeryevich SHELKOVOY | Deputy Head of the Department for Internal Audit of JSC "IES" | 5 | Galina Ivanovna MESHALOVA | Head expert of the Division of Investment Activity Control of the Department for Internal Audit of JSC "IDGC Holding" |
The current members of the Internal Audit Commission were elected on 21.06.2009 by the decision of the Annual General Meeting of Shareholders (Minutes No. 1/2010 as of 21.06.2010).
Chairman of the Internal Audit Commission
| Full Name | Izumrud Aligadzhievna Alimuradova |
|---|---|
| Birth year. Nationality | 1971. Russian Federation |
| Education | Higher: Dagestan State University, PhD of Economics |
| Positions within 5 last years | Period: 2009 – present Company: JSC "IDGC Holding" Position: Director for Internal Audit and Risk Management – Head of the Department for Internal Audit and Risks Management Period: 2003 - 2009 Company: LLC "Energoconsulting" Position: Director for Development |
| Share in the authorized capital of the Company | None |
Members of the Internal Audit Commission
| Full Name | Denis Lvovich Guryanov |
|---|---|
| Birth year. Nationality | 1977. Russian Federation |
| Education | Higher: Peoples’ Friendship University of Russia, 2001 |
| Positions within 5 last years | Period: 2008 – present Company: JSC "IDGC Holding" Position: First Deputy Head of the Department for Corporate Governance and Interaction with Shareholders, Head of Department for Corporate Governance and Interaction with Shareholders Period: 2008 Company: JSC RAO "UES of Russia" (second job). Position: Head of the Department for Corporate Relations of "IDGC Holding" Business Unit of JSC RAO "UES of Russia" Period: 2006 – 2008 Company: JSC "FGC UES" Position: Head of the Department for Corporate Relations of IDGC Management Centre Period: 2005 – 2006 Company: JSC "RAO UES of Russia" Position: Deputy Head of Corporate Development of Business Unit 1 Period: 2004 – 2005 Company: JSC RAO "UES of Russia" Position: Head of the Division for organization and control of activities of representatives in Management bodies of Subsidiaries and Dependent companies of the Department for Corporate Relations of Business Unit 1 |
| Share in the authorized capital of the Company | None |
| Full Name | Lyudmila Dmitrievna Kormushkina |
|---|---|
| Birth year. Nationality | 1956. Russian Federation |
| Education | Higher: Far East State Academy of Economy and Management, 1998 |
| Positions within 5 last years | Period: 2008 – present Company: JSC "IDGC Holding" Position: Head of the Division of Internal Audit, Auditing checks and Examinations of the Department for Internal Audit and Risk Management Period: 2004-2008 Company: JSC RAO "UES of Russia" Position: Leading Expert of CC of Department for Internal Audit |
| Share in the authorized capital of the Company | None |
| Full Name | Galina Ivanovna Meshalova |
|---|---|
| Birth year. Nationality | 1957. Russian Federation |
| Education | Higher: North Ossetia State University, 1980 |
| Positions within 5 last years | Period: 2009 – present Company: JSC "IDGC Holding" Position: Head Expert of Division for internal audit, auditing checks and examinations of Department for Internal Audit and Risk Management Period: 2004-2009 Company: LLC "Energoconsulting" Position: Chief Specialist of the Department for Administrative Consulting |
| Share in the authorized capital of the Company | None |
| Full Name | Vladimir Nikolayevich Arkhipov |
|---|---|
| Birth year. Nationality | 1956. Russian Federation |
| Education | Higher: Novosibirsk Electro Technical Institute of Communication, 1979 |
| Positions within 5 last years | Period: 2009 – present Company: JSC "IDGC Holding" Position: First Deputy Head of Department for Security, Head of Department for Security Period: 2006 – 2009 Company: JSC "Rustel" Position: Director General Period: 2003 – 2006 Company: FSUE "Rosoboronexport" Position: Adviser |
| Share in the authorized capital of the Company | None |
Information on remuneration and compensation to the members of the Internal Audit Commission
Compensation and remuneration are paid to the members of the Internal Audit Commission in accordance with the Regulations on the Payment of Remuneration and Compensation to the members of the Internal Audit Commission of JSC "Lenenergo" approved by the Annual General Meeting of Shareholders on 30.05.2008. Payment is performed by the Company in monetary form.
Members of the Internal Audit Commission are entitled to the compensation of their expenses on the participation in the meetings of the Internal Audit Commission and for performing checks in compliance with subsistence reimbursement effective on the date of the session or check.
The members of the Internal Audit Commission are entitled to an equivalent of twenty-three minimum monthly wages for a first-category worker, which are stipulated by the branch payment agreement in the Electricity Energy Complex of Russia (hereinafter referred to as “Agreement”) for the period of performing a check (audit), indexed as provided for by the agreement.
The aforementioned reward is paid within one week after an audit report was drafted on the results of the check (audit).
The amount of compensation paid to the Chairman of the Internal Audit Commission shall be increased by 50 per cent.
The compensation to the experts and specialists employed by the Internal Audit Commission (non-members of the said Commission) shall be performed on the basis of the contracts which they have signed with the Company. The provisions of such contracts shall be approved by the Company’s Board of Directors.
Remuneration and compensation to the members of the Internal Audit Commission who are functionaries of the federal authorities of Russia, authorities of the subjects of the Russian Federation, and municipal authorities are paid in compliance with the current legislation of the Russian Federation, its subjects, and municipal legal enactments.
No transactions were effected between the members of the Internal Audit Commission and the Company in the reporting year. No lawsuits were brought by the Company against the members of the Audit Commission.
The total amount of compensation and remuneration paid to the members of the Internal Audit Commission including involved specialists in 2010 amounted to RUR 632.6 thousand including taxes.
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