Authorities
The Board of Directors is responsible for overall management of OGK-1 except for cases which are the authority of Annual General Meeting as required by Federal Law Concerning Joint Stock Companies and Corporate Bylaws.
The Board of Directors has authority over the following matters:
- 1) defining priority lines of business;
- 2) holding Annual and Extraordinary General Meetings of company shareholders except in cases listed in Paragraph 14.8 of Article 14 of Corporate Bylaws, and announce the new date of Annual General Meeting if scheduled meeting was invalid due to lack of quorum;
- 3) determining agenda of Annual General Meeting;
- 4) electing the Secretary of Annual General Meeting;
- 5) determining the date of creation of list of shareholders entitled to attend the Annual General Meeting, approve the budget of Annual General Meeting and resolve all other matters related to preparation and administration of Annual General Meeting;
- 6) proposing to Annual General Meeting to act on matters included in Subparagraphs 2, 5, 7, 8 and 12-21 of Paragraph 10.2 in Article 10 of Corporate Bylaws;
- 7) placing Corporate bonds and other issuer securities except for cases indicated in the Federal Law Concerning Joint Stock Companies and Corporate Bylaws;
- 8) approving decision to issue securities, prospectus, issue report, and share repurchase and buyback reports;
- 9) setting the price (valuation) of assets, share selling and buyback price as permitted by the Federal Law Concerning Joint Stock Companies and when resolving matters listed in Subparagraphs 11, 21, 22 and 37 of Paragraph 15.1 of Corporate Bylaws;
- 10) purchasing shares, bonds and other securities issued by the Corporation as permitted by the Federal Law Concerning Joint Stock Companies;
- 11) selling shares of the Corporation acquired through buyback, repurchase or other channels as permitted by applicable laws of the Russian Federation;
- 12) electing Chief Executive of the society and early termination of their duty, including early termination of their employment contract;
- 13) defining number of members in the Executive Team, electing members of the Executive Team, establishing their remuneration and compensation, early termination their duty, including early termination of their employment contracts;
- 14) providing recommendations to the Annual General Meeting on the amount of remuneration for the members of the Audit Committee and defining the amount of Auditor's fees;
- 15) recommending amount of dividend and conditions of its payment;
- 16) approving internal Corporate documents on creating and using Corporate reserves;
- 17) deciding to use Corporate reserves; approving budgets of expenditures covered by special-purpose reserves; and reviewing results achieved with expenditures covered by special-purpose reserves;
- 18) approving internal Corporate documents other than internal documents which must be approved by the Annual General Meeting or internal documents which must be approved by executive management of the Corporation;
- 19) approving a business plan (or amended business plan) and respective achievement report as well as approving (or amending) key indicators of cash flow in the Corporation;
- 20) establishing and dissolving branch and representative offices of the Corporation, making amendments to Corporate Bylaws regarding establishment and dissolution of branch and representative offices of the Corporation (including amendments to names and locations of branch and representative offices);
- 21) regarding Corporation's participation in other organizations (entry into existing organizations or creation of new organizations, including alignment of articles of association) and (as permitted by Subparagraph 22 of Paragraph 15.1 of Article 15 of Corporate Bylaws) regarding acquisition, sale and encumbrance of shares of or stakes in organizations in which the Corporation is involved, regarding changes in stakes in such organizations or discontinuation of Corporation's ownership of other organizations;
- 22) deciding on single or chained transactions whereby the Corporation would sell or put a lien or other encumbrance on shares and stakes in other organizations which do not generate, transmit, dispatch, distribute or sell electricity or heat, nor do they provide any repair or maintenance services, if market value of shares or stakes in question as determined by an independent valuator, exceeds 30 million RUB, as well as in other cases (or with other amounts) as defined in individual resolutions by the Board of Directors;
- 23) establishing credit policy of the Corporation as far as the following transactions are concerned: loans extended by Corporation, financing and loan agreements signed by the Corporation; providing guarantees; mortgaging property and making decisions on such transactions by the Corporation when they are not defined in the credit policy of the Corporation, as well as making decisions, as defined in credit policy, to align debt position of the Corporation with the limits set in the Corporation's credit policy;
- 24) approving large transactions as required by Chapter X of the Federal Law Concerning Joint Stock Companies;
- 25) approving transactions as required by Chapter XI of the Federal Law Concerning Joint Stock Companies;
- 26) electing Chairman of the Board and early termination of their duty;
- 27) electing Vice Chairman of the Board and early termination of their duty;
- 28) electing Secretary of the Board and early termination of their duty;
- 29) preliminary approval of the following transactions by the Corporation (in cases or for amounts defined in individual decisions of the Board of Directors):
a) transactions involving gratuitous assignment of Corporate property or property rights to Corporation or third parties;
b) transactions involving release from property liability towards Corporation or third parties;
c) transactions involving gratuitous provision of services (performance of work) by Corporation in favor of third parties; - 30) making decisions on terminating authority of management company (or respective manager);
- 31) appointing acting Chief Executive to the Corporation in circumstances defined in Paragraphs 20.8 and 20.9 of Article 20 of Corporation Bylaws;
- 32) taking disciplinary actions against Chief Executive and members of Executive Team and rewarding them according to labor laws of the Russian Federation;
- 33) reviewing reports of Chief Executive on Corporation business (including their report on their own performance) and on implementation of decisions made by Annual General Meeting and the Board of Directors;
- 34) approving regulations regarding interaction between Corporation and organizations in which it participates;
- 35) defining stand of Corporation (and its representatives), including orders to participate or not to participate in vote on agenda, vote for, vote against or abstain on the following items on agendas of Annual General Meetings of shareholders or stakeholders in subsidiaries and dependent affiliates (hereinafter S&A) (except when the Board of Directors serves as the Annual General Meeting for such S&A) and Board meetings of S&A (except for approval of S&A AGM agenda where Corporation's Board of Directors serves as the AGM for S&A in question):
a) on the agenda of S&A Annual General Meeting;
b) on reorganization of S&A;
c) on dissolution of S&A;
d) on determining number of S&A Board Members, proposing and electing Board Members and early termination of their duties;
e) on determining number, face value and types of S&A shares and rights carried by such shares;
f) on increasing authorized capital of S&A by increasing face value of issued shares or sale of additional shares;
g) on sale of S&A securities convertible into common shares;
h) on S&A share splits and consolidations;
i) on approval of large transactions by S&A;
j) on participation of S&A in other organizations (including entry into existing organizations and creation of new organizations), and on acquisition, sale or putting encumbrances on shares or stakes in authorized capital of organizations in which S&A participates;
k) on S&A transactions (including chained transactions) with property which is a part of fixed assets, intangible assets, unfinished construction projects not intended for power or heat generation, transmission, scheduling or distribution in cases (or amounts) defined by Corporation's policy on transacting with organizations in which it participates as approved by Corporation's Board of Directors;
l) on electing Chairman of the Board and early termination of their duty;
m) on electing S&A Chief Executive and early termination of their duties;
n) on conditions of S&A Chief Executive's employment agreement or on defining an authorized representative of S&A Board of Directors on matters regarding conditions of S&A Chief Executive's employment agreement and signing employment agreement with S&A Chief Executive;
o) on changes and additions to S&A Articles of Association;
p) on establishing S&A Board of Directors and Audit Committee remuneration policy;
q) on defining areas of insurance protection for S&A including approval of S&A Insurance Protection Policy, approval of and changes to S&A Insurance Protection Program, approval of S&A insurers (approval of S&A insurer selection results), on approval of insurance broker selecting insurers for S&A, and on review of S&A's sole executive authority report on insurance protection;
r) on approval of business plan (amended business plan) and report on its implementation, including approval (amendment) of investment program and report on its implementation, and on approval (amendment) of key cash flow indicators for S&A and/or approval (amendment) of S&A cash flows;
s) on defining conditions of agreement with the management company (or respective manager) including amount of remuneration payable to the management company (or respective manager), or on defining an authorized representative of Corporation Board of Directors responsible for defining conditions of agreement with the management company (or respective manager);
t) on approval of target (adjusted target) key performance indicators (KPI) for S&A and reports on their achievement;
u) on approval distribution of profits and losses achieved in a fiscal year;
v) on recommending amount of dividend and conditions of its payment to the Annual General Meeting;
w) on payment (announcement) of dividend for the first quarter, six months, nine months of fiscal year and for full fiscal year; - 36) defining stand of Corporation (and its representatives), including orders to participate or not to participate in vote on agenda, vote for, vote against or abstain, on the following topics in the agendas of S&A Board meetings:
a) a) on defining stand of S&A representatives on items on agendas of Annual General Meetings and Board Meetings of subsidiary or dependent affiliate organizations of S&A related to (approval of) transactions (including chained transactions) related to disposition or possible disposition of property which is a part of fixed assets, intangible assets, unfinished construction projects intended for power or heat generation, transmission, scheduling or distribution in cases (or amounts) defined by Corporation's policy on transacting with organizations in which it participates as approved by Corporation's Board of Directors;
b) on defining stand of S&A representatives on items on agendas of Annual General Meetings and Board Meetings of subsidiary or dependent affiliate organizations of S&A which are involved in power or heat generation, transmission, scheduling or distribution , on reorganization, dissolution, increase of authorized capital by increasing face value of shares or by selling additional shares or securities convertible into common shares; - 37) preliminary approval of the following transactions by the Corporation:
а) transactions with non-current assets of the Corporation in amount exceeding 10 (ten) percent of their book value on the day when a decision regarding such a transaction is made;
b) transactions (including chained transactions) with property representing 10 to 25 percent of Corporation's total assets on the day when a decision regarding such a transaction is made;
c) transactions (including chained transactions) with property which is a part of fixed assets, intangible assets, unfinished construction projects intended for power or heat generation, transmission, scheduling or distribution in cases (or amounts) subject to individual decisions of Corporation's Board of Directors; - 38) decisions for Corporation to nominate the sole executive authority or a member of other management authority or internal audit authority, or nominate an auditor for organizations in which Corporation participates;
- 39) defining areas for insurance protection of the Corporation including approval of insurer (insurers, insurance broker) of the Corporation;
- 40) appointing members to the committees of Corporation's Board of Directors and approval of regulations on Board committees.;
- 41) approval of nominated independent valuator (valuators) responsible for determining market value of shares, property or other assets of the Corporation when required by the Federal Law Concerning Joint Stock Companies, Corporate Bylaws and individual resolutions of the Board of Directors;
- 42) approval or organizational structure of Corporation's executive administration and changes to this structure;
- 43) selection of nominees for specific appointments within Corporation's executive administration as defined by Corporation's Board of Directors;
- 44) deciding on nominating Chief Executive of the Corporation for state awards;
- 45) defining purchasing policy in the Corporation including approval of Policy on Regulated Sourcing of Goods, Work and Services, approval of head and members of Corporation's central sourcing administration, approval of annual integrated purchasing program and deciding on other matters as defined by internal purchasing regulations approved by the Corporation;
- 46) deciding on matters related to preparation and administration of Annual General Meetings of organizations created as the result of divestitures or splits in the course of Corporation's reorganization;
- 47) approval of Corporation's registrar, conditions of agreement with registrar, and termination of agreement with registrar;
- 48) preliminary approval of transactions which may create liabilities nominated in foreign currencies (or linked to foreign currencies) in cases and for amounts defined in individual resolutions of the Board of Directors, and in circumstances when such cases or amounts have not been established by the Board of Directors;
- 49) other matters under the authority of the Board as required by the Federal Law Concerning Joint Stock Companies and Corporate Bylaws;
- 50) approval of target (adjusted target) key performance indicators (KPI) for the Corporation and reports on their achievement;
- 51) decisions on matters under the authority of Executive Authorities of organizations in which 100 (one hundred) percent of authorized capital or all voting shares belong to the Corporation;
- 52) preliminary approval of Corporate agreements (including chained agreements) related to disposition or possible disposition of property which is a part of fixed assets, intangible assets, unfinished construction projects not intended for power or heat generation, transmission, scheduling or distribution in cases (or amounts) defined in individual decisions by the Board of Directors;
15.1. The Board of Directors cannot delegate its authorities to Chief Executive of Executive Team.
15.2. When exercising their rights and discharging their duties, members of the Board must act reasonably, in good faith and in the best interest of the Corporation.
15.3. Board members will be held liable to the Corporation for losses resulting from their actions or lack thereof if they are found guilty by court of law, unless other requirements and amount of liability are stipulated by Federal Laws.
