29
of
the Articles of Association of ROSSETI12,
which takes into account the changes
made in the
Federal
Law "On Joint-Stock Companies". As part of the changes made in the
Articles of
Association,
the competence of the Management Board has also been expanded and
now
additionally
includes consideration of the issues related to the activities of
organizations, the
powers
of the sole executive body of which have been transferred to the
Company, when
proposed
by the Director General.
In
2020, due to the complicated epidemiological situation, the Company
being guided by the
provisions
of the Federal Law No. 115-FZ dated April 07, 2020 held an Annual
General Meeting
of
Shareholders in the form of an absentee voting.
Shareholders were provided with the
opportunity
to participate in the voting by filling out the electronic voting
form on the website
of
STATUS JSC, the Company's Registrar. In addition, a special e-mail
address was created for
communication
with shareholders and the forum on the agenda of the Meeting was
held on the
Company's
website.
An
important positive change in the Company's corporate governance
practices in 2020 was the
decision
made by the Annual General Meeting of Shareholders to pay
remuneration to the
Members
of the Board of Directors, which would contribute to the
motivation and retention of
persons
in the Board of Directors who have the competence and qualifications
required for the
effective
management of the Company, to achieve the established strategic
goals and tasks.
The
composition of the Company's Board of Directors elected at the
Annual General Meeting of
Shareholders
fully complies with the requirements of the Moscow Exchange for
issuers of the
Tier
I Listing and the recommendations of the Corporate Governance Code
of the Bank of
Russia:
5 out of 15 members of the Board of Directors are independent.
In
2020, the Company's Board of Directors made a significant
contribution to the development
of
the Company's corporate governance system. In particular, the Board
of Directors approved:
Restated
Internal Audit Policy13.
The changes are aimed at bringing
certain regulations
of
the Internal Audit Policy in line with the International
Professional Standards of
Internal
Audit and the recommendations of the Federal Agency for State
Property
Management.
The new version of the document expands the functions of the
internal
audit
unit of the Company in terms of consulting on the activities of the
Audit
Committees
of the Boards of Directors of subsidiaries and affiliates;
Restated
Risk Management Policy14.The
changes are aimed atupdating the risk
management
system principles taking into account the COSO Framework “Enterprise
Risk
Management. Integrating with Strategy and Performance", national
standard GOST
R
ISO 31000-2019 "Risk Management. Principles and Guidelines", as well
as updating the
stages
of the risk management process in compliance with the international
standard
ISO
31000-2018 "Risk Management — Guidelines";
Restated
Anti-Corruption Policy of ROSSETI and Subsidiaries and Affiliates of
ROSSETI15.
The changes are aimed at bringing the
internal document in line with the
regulatory
legal acts of the Russian Federation.
In
addition, in 2020, the Company's Board of Directors developed and
approved16
for the first
time
the Executive Management Succession Plan, which
states the uniform qualification
requirements
for the executive management of the Company, its succession
principles and
approaches
to the formation and development of the Company's executive
succession pool. The
Plan
was approved in accordance with the recommendations of the Bank of
Russia on the
application
of the Corporate Governance Code of the Bank of Russia and in
pursuance of the
Corrective
Action Plan based on the Internal Audit of the Corporate Governance
in the
12
Minutes
w/o No. of the Annual General Meeting of Shareholders of ROSSETI
dated June 01, 2020.
Approved
by the Board of Directors of ROSSETI on March 05, 2020 (Minutes No.
399 dated March 06, 2020).
Approved
by the Board of Directors of ROSSETI on November 23, 2020 (Minutes
No. 440 dated November 24, 2020).
Approved
by the Board of Directors of ROSSETI on April 20, 2020 (Minutes No.
405 dated April 22, 2020).
13
14
15
16
Approved
by the Board of Directors of ROSSETI on April 02, 2020 (Minutes No.
401 dated April 03, 2020).
29
The
accompanying notes are an integral part of these Consolidated
interim condensed financial statements
