generating records annual report 2014

Governance and Control Bodies

The General Meeting of Stockholders is the supreme management body. In its activity the General Meeting of Stockholders is guided by legislation of the Russian Federation, Charter and Regulation on the Concern’s General Meeting of Stockholders.

The General Meeting of Stockholders is the supreme management body.

In its activity the General Meeting of Stockholders is guided by legislation of the Russian Federation, Charter, and Regulation on the Concern’s General Meeting of Stockholders.

In 2014 four general meetings of stockholders were held at the decision of the Board of Directors.

The Board of Directors is a collegiate governing body in charge of overall management of the Concern. It is responsible for development of the strategy and controls activity of executive bodies ensuring observance of rights and legitimate interests of the Concern’s stockholders.

Members of the Board of Directors are elected through a transparent procedure that permits stockholders to obtain information about candidates sufficient to get an idea about their personal and professional qualities.

The activity of the Board of Directors is regulated by applicable legislation, norms of the Concern’s Charter, and Regulations on the Board of Directors approved in its new version by resolution of the general meeting of stockholders on July 29, 2014 (Minutes No. 9).

The Board of Directors was elected at the Concern’s Annual General Meeting of Stockholders on June 24, 2014 (minutes No. 7) with the following members:

The Board of Directors operates in this composition from January 1, 2014 to December 31, 2014.

There were no changes in the composition of the Board of Directors during the year.

The Concern’s Board of Directors has no committees.

Members of the Board of Directors do not participate in the Concern’s registered capital, do not hold the Concern’s common stock, and have not entered into transactions on acquisition or alienation of the Concern’s stock.

Performance of the Board of Directors was not evaluated in 2014.

Sole Executive Body is represented by the General Director who is in charge of the Concern’s operations management.

The General Director does not participate in the Concern’s registered capital, does not hold the Concern’s common stock, and has not entered into transactions on acquisition or alienation of the Concern’s stock.

Information about the General Director is provided in the section «Information about Members of the Board of Directors» as of December 31, 2014.

Auditing Committee is a body elected by the Concern’s General Meeting of Stockholders to exercise control over financial and economic activity of the company.

The Auditing Committee was elected at the Concern’s Annual General Meeting of Stockholders on June 24, 2014 (minutes No. 7) with the following members:

This composition of the Auditing Committee was in place in the Company from January 1, 2014 to December 31, 2014.

The advisory collegiate bodies include the Concern’s Directorate and Central Committee headed by the General Director.

The list of main local regulations in the area of corporate management is provided in the Concern’s Annual Report for 2013.

REPORT ON ACTIVITIES OF BOARD OF DIRECTORS

One of the most important functions of the Board of Directors is general governance of the Concern. The area of competence of the Concern’s Board of Directors includes determination of priority lines of business (according to Federal Law No. 208-FZ dated December 26, 1995 “On Joint Stock Companies” and the Charter of the Concern).

In 2014, as a part of its current activity, the Board of Directors determined the main parameters of business in the approved budget, planned indicators of financial and economic activity, and target performance indicators of the Concern’s activity for 2014, main reference points for activity in the long-term, and approved key performance indicators.

In 2014 the Board of Directors held 22 meetings and reviewed 49 issues. Meetings of the Board of Directors were held with all members present.

The most important resolutions adopted in the reporting year:

Structure of Concern’s Managerial Bodies, by Gender and Age
Indicator
 
 
Under 30 years old
From 31 to 50 years old
Over 51 years old
Total
Board of Directors
Men Women Total
5 0 5
0 0 0
1 0 1
4 0 4
5 0 5
Directors
Man Woman Total
28 1 29
0 0 0
5 0 5
23 1 24
28 1 29

REPORT ON DIVIDENDS PAID

The Concern’s Annual General Meeting of Stock holders (Minutes No. 7 of June 24, 2014) made the following resolution: no dividends on common stock of the Concern shall be declared or paid with respect to results of 2013.

INFORMATION ABOUT MAJOR TRANSACTIONS AND INTERESTED PARTY TRANSACTIONS

No major transactions or interested party trans actions subject to approval by the Concern’s management bodies were conducted in 2014.

CRITERIA FOR DETERMINING REMUNERATION OF GENERAL DIRECTOR, DIRECTORATE, AND BOARD MEMBERS

As regulated in clause 12.2.9 of the Concern’s Charter, if so decided by the General Meeting of Stockholders, members of the Concern’s Board of Directors, while in offi ce, may be entitled to remuneration and reimbursement of costs related to their functions as Board Members. The sums of such remunerations shall be established by resolution of the General Meeting of Stockholders.

In 2014 no remuneration was paid to the Concern’s Board Members.

The General Director’s remuneration is regulated by the employment contract and payable after its approval by the Board of Directors. The variable part of remuneration depends on achieved key performance indicators (KPI). Key performance indicators are established for the Concern as a whole and included in the indicator matrix of the General Director. KPIs for Rosenergoatom Concern OJSC are decomposed and translated to executives of all levels.

546.0 mln rubles is the total remuneration paid in 2014 to key management personnel: executives (General Director and his Deputies) and other officers vested with authority and responsibility for planning, directing, and controlling activities of the company1.  G4-52

Total performance ratio in 2014 adjusted by weight factors was 106.58% (with 112.79% in 2013).

For more information on KPIs, see Section KPI. Personnel Evaluation and Remuneration.

INFORMATION ABOUT REGISTERED CAPITAL

As of December 31, 2014, the Concern’s registered capital totaled 671,516,563,474 rubles. The amount of the registered capital did not change comparing with 2013.

KPIs of General Director of Rosenergoatom Concern OJSC for 2014
KPI % of fulfillment in 2014
Adjusted free cash flow of State Corporation, bln rubles 108,5
EBITDA, bln rubles 108,5
Growth of labor efficiency vs 2013, % 119,6
Index of fulfillment of the Investment program of Rosenergoatom Concern OJSC, % 96,3
NPP generation, bln KWh 104,6
Integral performance on new products, % 153,2
Specific semi-fixed cost, rubles/MWh 104,0
Reduction of process flow time 120
LTIFR, % Fulfilled
No incidents above Level 2 on the INES scale in the industry and no personnel exposure incidents over 50 mSv per year Fulfilled
No incidents above Level 2 on the INES scale in the industry Fulfilled
Specific forecast cost of NPP construction, taking into account the time limits, rubles/KW 100,9

The registered capital is divided into 671,516,563,474 common stocks with a nominal value of one (1) ruble.

As a part of distribution of securities of the Concern’s additional issue 55,297,167,000 common stocks totaling 55,297,167,000 rubles were distributed to Atomenergoprom JSC in order to attract funds channeled from the federal budget to development of nuclear power industry complex. The time period for distribution of additional stock of the Concern was extended until September 15, 2015.

MATERIAL CHANGES IN SIZE, STRUCTURE OR OWNERSHIP IN REPORTING PERIOD

The Concern’s General Meeting of Stockholders made a resolution to increase the Concern’s registered capital (Minutes No. 6 dated November 29, 2013). The resolution on additional issue of securities was approved by the Board of Directors (Minutes No. 170 dated December 4, 2013) and registered with the Bank of Russia on December 24, 2013 under state registration number 1-01-55417-Е-006D. The number of additionally issued stocks is 250,000,000,000 with a nominal value of 1 ruble, totaling 250,000,000,000 rubles.

From January 1, 2014 to December 31, 2014 as a part of the resolution on increase of the Concern’s registered capital, 55,297,167,000 common stocks totaling 55,297,167,000 rubles were distributed to Atomenergoprom JSC.

In September 2014 the Concern’s Board of Directors made a resolution to extend the time period of distribution of the securities until September 15, 2015. In this connection necessary amendments with respect to increase of the Concern’s registered capital will be done to the Concern’s Charter when the time period of distribution of the securities ends.