Сorporate governance and control scheme
In order to improve and systematize the corporate governance of the Company,ensuring greater transparency in the management of Kubanenergo PJSC and confirming the continued readiness to follow the standards of good corporate governance since 2006, the Company has a Corporate Governance Code of the CompanyThe current edition was approved by the Board of Directors of OJSC Kubanenergo on March 6, 2013, Minutes under No. 154/2013., based on the legislation of the Russian Federation, in force at the time of its approval,the Code of Corporate Conduct recommended for use by the FCSM of Russia by Order No. 421/р of April 4, 2002, recognized in international practice as the OECD Principles of Corporate Governance. The Company fully complies with the principles of its Corporate Governance Code.
The Company also adheres to the principles and recommendations of the Corporate Governance Code recommended by the Bank of Russia letter of 10.04.2014 No. 06-52 / 2463 for use by joint-stock companies whose securities are admitted to on-exchange trading (hereinafter referred to as the Corporate Governance Code). Report on the observance of the Corporate Governance Code by Kubanenergo PJSC in 2018 is included in Appendix 3. The Company’s Board of Directors confirms that the information contained in this report includes complete and reliable information on the Company’s compliance with the principles and recommendations of the Corporate Governance Code for 2018.
To ensure proper corporate governance and its enhancement the Company also has the following provisionsThe other internal documents of Kubanenergo PJSC on corporate governance are listed on the website — section ’About Us/ Constituent and internal documents.’, concerning the:
- General Shareholders Meeting,
- Board of Directors,
- Management Board,
- Auditing Commission,
- Board of Directors committees,
- Insider Information
- Information Policy,
- Corporate Secretary of the Company,
- Dividend Policy, etc.
In the reporting year, the internal audit department assessed the Company’s corporate governance system for 2017, according to the results of which the Company’s corporate management was recognized as valid with remarks (received 400 points out of 509 possible).
|Components||Number of questions||Maximum rating||Evaluation of Kubanenergo PJSC|
|Number of points||Weight in the evaluation||Number of points||Weight in the evaluation||Level of compliance of the corporate governance system with the established criteria|
|Board of Directors||49||166||33%||109||21%||66%|
|Transparency and disclosure of information||15||130||26%||110||22%||85%|
|Risk management, internal control and internal audit||16||63||12%||60||12%||95%|
|Corporate social responsibility, business ethics||6||31||6%||23||5%||74%|
August 22, 2018 the Board of Directors of the Company approved an internal audit report for the evaluation of the effectiveness of the corporate governance system for 2017.
|The Company’s Charter was approved in a new edition.|| The purpose of approval of a new Charter edition is to bring it in compliance with the legislation of the Russian Federation and the Corporate Governance Code: |
|Regulation for the Board of Directors were approved in a new edition|| The new wording of the Regulation: |
|Management Board Regulation approved in a new edition|| The new wording of the Regulation: |
|Regulation for the payment of remuneration and compensation to the members of the Auditing Commission has been approved in a new edition||The purpose of adopting a new version of Regulation is to improve corporate governance practices; this document specifies the deadlines for the payment of remuneration to the Auditing Commission members and clarifies the list of Provision non-applicants|
|The information policy Regulation was approved in a new edition||The new wording of the Regulation provides for the mandatory annual review of the Company’s compliance with its information policy|
|Regulation on the Dividend Policy was approved in a new edition|| The new version of the Regulation clarifies the following provisions: |
|The Regulation about the insider information were approved in a new edition|| The list of insiders of the second class includes employees, responsible for the following functions in the Company: |
|The participation of its members in the work of the Board of Directors has made up 98.3%||The activity of members of the Board of Directors in the work of this governing body increased in the reporting year by 3.3% compared with the previous year|
The Company plans to maintain the achieved level of corporate governance practice and is committed to improving it in the future.