There are four committees under the Board of Directors of OGK-2 – Strategy and Investment Committee, Audit Committee, Human Resources and Remuneration Committee, and Reliability Committee. The listed Committees are consultative and advisory bodies and ensure the effective performance by the Board of Directors of its functions in the overall management of the Company. The members of the Committees are approved by the Board of Directors.
Mr. Nikita Yuryevich Osin, Chairman of the Strategy and Investment Committee
Deputy Managing Director for Economics and Finance of OGK-2 JSC
Dear colleagues,
The Strategy and Investment Committee operations are aimed at defining the overall strategic priorities, targets and principles of the Company’s development, as well as at making decisions in the area of investment. The Committee members are directly involved in monitoring the achievement of strategic targets and key performance indicators.
In 2020, most of the issues considered by the Committee were related to financial planning: a new business plan was prepared and approved and the progress of implementation thereof was being controlled. In addition, the Committee was working on the long-term performance targets of the Company’s operations, and on minimizing the impact of risks and new challenges the world encountered.
Strategy and Investment Committee is responsible for:
Composition of the Strategy and Investment Committee | |||
for the period from July 31, 2019 till July 17, 2020 (arranged by the decision of the Board of Directors, Minutes No. 219 dated July 31, 2019) | for the period from July 18, 2020 till present (arranged by the decision of the Board of Directors, Minutes No. 242 dated July 20, 2020) | ||
Full name | Position | Full name | Position |
Pavel Olegovich Shatsky (Chairman) | First Deputy General Director of Gazprom Energoholding LLC | Nikita Yuryevich Osin (chairman) | Deputy Managing Director for Economics and Finance of OGK-2 JSC |
Alexey Yuryevich Doronin | Director for Regional Development of OGK-2 JSC | Alexey Yuryevich Doronin | Director for Regional Development of OGK-2 JSC |
Dmitry Rufimovich Kiselyov | Deputy Director for Economics and Finance – Head of the Economic Directorate of Gazprom Energoholding LLC | Dmitry Rufimovich Kiselyov | Deputy Director for Economics and Finance – Head of the Economic Directorate of Gazprom Energoholding LLC |
Sergey Andreyevich Kozimirov | Chief Expert at Gazprom PJSC | Sergey Andreyevich Kozimirov | Chief Expert at Gazprom PJSC |
Roman Viktorovich Litvinov | Deputy Head of the Department at Gazprom PJSC | Roman Viktorovich Litvinov | Deputy Head of the Department at Gazprom PJSC |
Sergey Vadimovich Pokrovsky | Deputy Executive Director of the Association of Professional Investors | Nikolai Dmitrievich Rogalyov | Vice-chancellor of NRU MPEI, FSBEI of HE |
Valery Gennadievich Pyatnitsev | Strategy Director at Finam JSC | Valery Gennadievich Pyatnitsev | Strategy Director at Finam JSC |
Alexander Vladimirovich Rogov | Deputy Head of the Directorate – Head of the Department at Gazprom PJSC | Alexander Vladimirovich Rogov | Deputy Head of the Directorate – Head of the Department at Gazprom PJSC |
Andrey Igorevich Dmitriev | General Director of Gazprom Gas-Engine Fuel LLC | - | - |
Evgeny Nikolaevich Zemlyanoy | Deputy General Director for Economics and Finance of Gazprom Energoholding LLC | - | - |
The current composition of the Committee includes two independent directors: Mr. V. G. Pyatnitsev and Mr. N. D. Rogalyov.
Report on the work of the Strategy and Investment Committee of the Board of Directors in 2020 | |
Number of meetings | The most important issues considered and recommendations to the Board of Directors |
6 |
|
Valery Gennadievich Pyatnitsev, Chairman of the Audit Committee
Strategy Director at Finam JSC
Dear colleagues,
In 2020, the Audit Committee continued its work on ensuring the independence and objectivity of internal audit, quality risk management, reliability of corporate governance and internal control systems.
The issues considered by the Committee primarily related to recommendations to the Board of Directors in the area of audit and internal control. Besides, the Committee was actively involved in considering to candidate to be appointed as the Company’s auditor and approved the Committee’s work schedule for 2020–2021.
Audit Committee:
The Audit Committee under the Board of Directors of OGK-2 JSC is aimed at ensuring the effective work of the Board of Directors in resolving issues falling within its competence.
The purpose of the Committee is, among other things, to develop and submit recommendations (opinions) to the Board of Directors in the sphere of audit, internal control and risk management at OGK-2 JSC. The Committee acts subject to the Regulations about the Audit Committee of the Board of Directors of OGK-2 JSC (approved by the Board of Directors of OGK-2 JSC on November 09, 2020, Minutes No. 247 dated November 09, 2020). In its operations, the Committee is also guided by Federal Acts, other regulatory legal acts of the Russian Federation, the Company’s Charter, the Regulations about the Company’s Board of Directors, and resolutions of the Company’s Board of Directors.
Members of the Audit Committee | |||
for the period from July 08, 2019 till July 17, 2020 (arranged by the decision of the Board of Directors, Minutes No. 218 dated July 08, 2019) | for the period from July 18, 2020 till present (arranged by the decision of the Board of Directors, Minutes No. 242 dated July 20, 2020) | ||
Full name | Position | Full name | Position |
Valery Gennadievich Pyatnitsev (Chairman) | Strategy Director at Finam JSC | Valery Gennadievich Pyatnitsev (Chairman) | Strategy Director at Finam JSC |
Irina Yuryevna Korobkina | Deputy Head of the Directorate of Gazprom PJSC | Irina Yuryevna Korobkina | Deputy Head of the Directorate of Gazprom PJSC |
Roman Eduardovich Abdullin | Deputy Head of the Department of Gazprom PJSC | Roman Eduardovich Abdullin | Deputy Head of the Department of Gazprom PJSC |
Evgeny Nikolaevich Zemlyanoy | Deputy General Director for Economics and Finance of Gazprom Energoholding LLC | Nikolai Dmitrievich Rogalyov | Vice-Chancellor of NRU MPEI, FSBEI of HE |
Denis Viktorovich Kulikov | Advisor to the Executive Director of the Association of Professional Investors | - | - |
The current composition of the Committee includes two independent directors: Mr. V. G. Pyatnitsev and Mr. N. D. Rogalyov.
By the decision of the Board of Directors of OGK-2 JSC dated November 09, 2020 (Minutes No. 247 dated November 09, 2020) members of the Committee elected by the Company’s Board of Directors on July 17, 2020, Mr. V. G. Pyatnitsev and Mr. N. D. Rogalyov, were recognized as independent directors.
All meetings were held in absentia. The meeting attendance rate by the Committee members was 100%.
A total of 12 issues were considered by the Committee during the reporting period.
Report on the work of the Audit Committee of the Board of Directors in 2020 | |
Number of meetings | The most important issues considered and recommendations to the Board of Directors |
8 |
|
Mikhail Vladimirovich Fedorov, Chairman of the Reliability Committee
Director for Production of Gazprom Energoholding LLC
Dear colleagues,
During the reporting period, the Reliability Committee considered traditional issues falling within its competence: regular monitoring of the Company’s engineering services operations in terms of ensuring the reliability of energy facilities; analysis of the implementation of technical re-equipment programs and repair plans, as well as development of recommendations based on the analysis of accidents and economic damage following the results of 2019.
In 2020, the Committee paid special attention to the implementation of the investment program and the quarterly KPIs and the R&D program.
Reliability Committee is responsible for:
assessing the Company’s technical services operations in terms of ensuring the reliability of the network, generating equipment, facilities and other technological infrastructure.
Members of the Reliability Committee | ||||
for the period from July 31, 2019 till July 17, 2020 (arranged by the decision of the Board of Directors, Minutes No. 219 dated July 31, 2019) | for the period from July 18, 2020 till present (arranged by the decision of the Board of Directors, Minutes No. 242 dated July 20, 2020) |
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Full name | Position | Full name | Position |
|
Mikhail Vladimirovich Fedorov (Chairman) | Director for Production of Gazprom Energoholding LLC | Mikhail Vladimirovich Fedorov (Chairman) | Director for Production of Gazprom Energoholding LLC |
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Oleg Nikolaevich Ivanov | Deputy Chief Engineer – Head of the Directorate for the Organization of Technical Services of OGK-2 JSC | Oleg Nikolaevich Ivanov | Deputy Chief Engineer – Head of the Directorate for the Organization of Technical Services of OGK-2 JSC |
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Andrey Viktorovich Kalashnikov | Deputy Director for Production – Head of Technical Directorate of Gazprom Energoholding LLC | Andrey Viktorovich Kalashnikov | Deputy Director for Production – Head of Technical Directorate of Gazprom Energoholding LLC |
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Sergey Arturovich Zaitsev | Deputy Managing Director for Production – Chief Engineer at OGK-2 JSC | Sergey Arturovich Zaitsev | Deputy Managing Director for Production – Chief Engineer at OGK-2 JSC |
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Sergey Faritovich Mukhametov | Deputy Head of the Technical Department – Head of Repair Department of Gazprom Energoholding LLC | Sergey Faritovich Mukhametov | Head of the Technical Directorate of Gazprom Energoholding LLC |
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Sergey Alexandrovich Petelin | Deputy Director for Production – Head of Production Directorate of Gazprom Energoholding LLC | Sergey Alexandrovich Petelin | Deputy Director for Production – Head of Production Directorate of Gazprom Energoholding LLC |
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Mikhail Vladimirovich Sorokin | Head of the Department of Gazprom PJSC | Mikhail Vladimirovich Sorokin | Head of the Department of Gazprom PJSC |
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The current members of the Committee are not independent directors.
Report on the Reliability Committee work in 2020 | |
Number of meetings | The most important issues considered and recommendations to the Board of Directors |
4 |
|
Pavel Olegovich Shatsky, Chairman of the Human Resources and Remuneration Committee
First Deputy General Director of Gazprom Energoholding LLC
Dear colleagues,
In 2020, the Human Resources and Remuneration Committee focused on enhancing the efficiency of the remuneration system for the members of the Company’s Board of Directors and senior managers, developing new incentive programs and improving the alignment between the corporate governance system and the goals and objectives set by the Company.
In addition, candidates to the Company’s Board of Directors were considered at the Committee’s meetings in order to make recommendations to the shareholders, it was also dealing with the issues relating to the evaluation of the Company’s Corporate Secretary work.
Human Resources and Remuneration Committee:
The Human Resources and Remuneration Committee under the Board of Directors of OGK-2 JSC (hereinafter referred to as the Committee) is aimed at ensuring the effective work of the Board of Directors in resolving issues falling within its competence.
The purpose of the Committee is, among other things, to develop and submit recommendations (opinions) to the Board of Directors in the sphere of human resources and social and labor policy adopted by OGK-2 JSC.
The Committee acts subject to the Regulations about the Human Resources and Remuneration Committee of the Board of Directors of OGK-2 JSC (approved by the Board of Directors of OGK-2 JSC on September 30, 2016, Minutes No. 154 dated September 30, 2016). In its operations, the Committee is also guided by Federal Acts, other regulatory legal acts of the Russian Federation, the Company’s Charter, the Regulations about the Company’s Board of Directors, and resolutions of the Company’s Board of Directors.
Members of the Human Resources and Remuneration Committee | ||||
for the period from July 31, 2019 till July 17, 2020 (arranged by the decision of the Board of Directors, Minutes No. 219 dated July 31, 2019) | for the period from July 18, 2020 till present (arranged by the decision of the Board of Directors, Minutes No. 242 dated July 20, 2020) | |||
Full name | Position | Full name | Position |
|
Pavel Olegovich Shatsky (Chairman) | First Deputy General Director of Gazprom Energoholding LLC | Pavel Olegovich Shatsky (Chairman) | First Deputy General Director of Gazprom Energoholding LLC |
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Valery Gennadievich Pyatnitsev | Strategy Director at Finam JSC | Valery Gennadievich Pyatnitsev | Strategy Director at Finam JSC |
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Denis Viktorovich Kulikov | Advisor to the Executive Director of the Association of Professional Investors | Nikolai Dmitrievich Rogalyov | Vice-Chancellor of NRU MPEI, FSBEI of HE |
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Irina Yuryevna Korobkina | Deputy Head of the Directorate of Gazprom PJSC | Irina Yuryevna Korobkina | Deputy Head of the Directorate of Gazprom PJSC |
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Alexander Vladimirovich Rogov | Deputy Head of the Directorate – Head of the Department of Gazprom PJSC | Alexander Vladimirovich Rogov | Deputy Head of the Directorate – Head of the Department of Gazprom PJSC |
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Andrey Igorevich Dmitriev | First Deputy Head of the Department of Gazprom PJSC | - | - |
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The current composition of the Committee includes two independent directors: Mr. V. G. Pyatnitsev and Mr. N. D. Rogalyov.
In 2020, the Committee held five meetings. All meetings were held in absentia. The meetings attendance rate was 100%.
A total of 8 issues were considered by the Committee during the reporting period.
Report on the work of the Human Resources and Remuneration Committee in 2020 | |
Number of meetings | The most important issues considered and recommendations to the Board of Directors |
5 |
|