The following matters are within cognizance of the Board of Directors:
- Determination of the Company business priorities;
- Convocation of annual and extraordinary General Shareholders’ Meetings, except for the cases stipulated by Article 14 Item 14.8 of the current By-Laws, decision making on the date of repeated General Shareholders’ Meeting convocation instead the one called off due to lack of quorum;
- Approval of the General Shareholders’ Meeting Agenda;
- Election of the General Shareholders’ Meeting secretary;
- Determination of the shareholders record date, settlement of other problems associated with the General Shareholders’ Meeting preparation and convocation;
- Submission of issues, specified in sub-items 2, 5, 7, 8, 12-19 of item 10.2., Article 10 of current By-Laws for consideration of the General Shareholders’ Meeting;
- Placement of bonds or other equity securities, except for cases stipulated by and the current By-Laws;
- Confirmation of decision on securities issue, securities offering circular, report on securities issue results, reports on results of shares purchase form the Company shareholders and reports on results of shares redemption from the Company shareholders;
- Price determination (pecuniary valuation) of property, equity securities distribution and redemption value in cases stipulated by Federal Law "On Joint-Stock Companies", as well as in cases specified in Item 15.1 sub-items 11, 21, 22, 37 of the current By-Laws;
- Purchase of shares, bonds and other securities distributed by the Company, in cases stipulated by Federal Law "On Joint-Stock Companies";
- Carve-out (distribution) of Company shares, placed under the Company’s orders by means of their purchase or redemption from the Company shareholders or in other cases, stipulated by the Russian legislation;
- Election of the Company General director early termination of his powers;
- Determination of Management Board quantitative structure, election of Management Board members, early termination of their powers as well as determination of their remuneration and (or) compensation;
- Recommendations to the General Shareholders’ Meeting concerning amount of remuneration and compensation paid to the Auditing Commission members, determination of remuneration for the Auditor’s service;
- Recommendations on dividend on shares value and timing of its payment;
- Approval of the Company’s internal documents that govern Company funds formation and use procedure;
- Decision-making on Company funds use; approval of special purpose funds cost estimates, consideration of special purpose funds cost estimates fulfillment;
- Approval of the Company’s internal documents, except for the documents, approval of which is within the competence of General Shareholders’ Meeting, as well as approval of other internal documents within the competence of the Company’s executive bodies;
- approval of annual (quarterly) business case and report on its fulfillment results as well as approval (adjustment) of the Company cash flows (budget) control figures and/or approval (adjustment) of the Company cash flows (budget);
- establishment of the Company branches and representative offices and their liquidation, including alterations in the Company By-Laws concerning establishment of branch offices, representative offices of the Company (including modification of information about the branch offices and representative offices names and location) and their liquidation;
- on the Company participation in other organizations (including approval of constituent documents), as well as (in light of sub-item 22, item 15.1., article 15 of the current By-Laws) purchase, carve-out and impairment of shares and ownership interest of the entities the Company participates in, change of share holding in the respective entity and termination of the Company’s participation in other entities;
- decision-making on conclusion of one or several interrelated bargains on disposition, mortgage or other types of shares bounding of other entities, not involved in production, transfer, dispatching, distribution and marketing of electric and thermal power, repair and maintenance services, in case market value of shares subject to the deal, determined by the independent appraiser, exceeds 30 million rubles as well as in other cases, specified by particular decisions of the Company Board of Directors;
- Determination of the Company’s credit policy in the field of accommodation with loans, conclusion of credit contracts or contracts of debt, giving guarantees, assumption of liabilities on promissory notes (issue of promissory notes and bills of exchange), pledging of property and making decisions on the above company’s bargains in case the order of decision making is not specified in the Company’s credit policy;
- Approval of major deals in cases, stipulated by section X of Federal Law "On Joint-Stock Companies";
- Approval of deals, stipulated by section XI of Federal Law "On Joint-Stock Companies";
- Chairman of the Board election and early termination of his powers;
- Deputy Chairman of the Board election and early termination of his powers;
- Secretary of the Board election and early termination of his powers;
- Preliminary approval of decisions on the following bargains (in cases (volumes), defined by the Company Board decisions, but also if the above cases (volumes) are not defined by the Board of Directors):
- bargains associated with free transfer of the Company property or rights (claims) on property against itself or the third party;
- deals, associated with release from property obligations toward itself or the third party;
- deals, associated with free service rendering (work execution) to the third parties;
- Decision-making on suspension of management body’s (manager’s) powers;
- Nomination of acting Company General Director in cases, specified in items 20.8., 20.9., Article 20 of the current By-Laws;
- Bringing of General Director and members of the Management Board to disciplinary liability as well as their rewarding in compliance with the labour code of the Russian federation;
- Consideration of reports of General Director and Management Board on Company activity (including their official duties fulfillment), as well as on the resolutions of the General Shareholders’ meetings and Board of Directors fulfillment;
- Approval of the Company interaction order with the entities it participates in;
- Determination of the Company (company representatives) position on the following agenda items of general shareholders (participants) meetings and meetings of Boards of Directors of dependent branch companies (hereinafter referred to as DBC), including commission on participation or non participation in voting on agenda items, voting "for", "against" or "abstained"on the draft decisions:
- agenda determination of general shareholders (participants) meeting of DBC;
- DBC reorganization, liquidation;
- DBC Board of Directors membership, nomination and election of its members and pre-term termination of their powers;
- determination of quantity, nominal value, category (type) of DBC declared shares and the powers, rendered by these shares;
- DBC authorized capital increase by means of shares nominal value increase or additional shares distribution;
- distribution of DBC securities, convertible into common shares;
- DBC stock split, consolidation;
- approval of major transactions made by DBC;
- DBC participation in other organizations (joining the existing organization on new organization establishment), as well as on acquisition, alienation and burdening of stock and shares in authorized capital of organizations DBC participates in, change of share value in the respective organization;
- deals conclusion by DBC (including several interrelated deals), related to alienation or possible alienation of property, constituting fixed assets, immaterial assets, unfinished construction objects, designed for production, transfer, dispatching, distribution of electric and thermal power, in cases (volumes), defined by the order of cooperation of the Company with the entities it participates in, and approved by the Company Board of Directors;
- amendment of DBC constituent documents;
- order of remuneration payment to DBC Board of Directors and auditing commission determination;
- Determination of the Company (the Company representatives) position on the following issues of DBC Board of Directors meetings agendas (including commission to participate or not participate in voting on agenda items, to vote "for", "against" or "abstained" on the draft decisions):
- determination of DBC representatives position on the agendas of DBC dependent and branch companies general shareholders (participants) meetings and board of directors meetings, related to alienation or possible alienation of property, constituting fixed assets, immaterial assets, unfinished construction objects, designed for production, transfer, dispatching, distribution of electric and thermal power, in cases (volumes), defined by the Company cooperation with the organizations it participates in, and approved by the Company Board of Directors;
- determination of DBC representatives position on the agendas of general shareholders (participants) meetings and board of directors meetings of DBC dependent and branch companies, that perform production, transfer, dispatching, distribution of electric and thermal power, on reorganization, liquidation, increase of authorized capital of such companies by means of shares nominal value increase or additional shares distribution, distribution of securities, convertible into common shares;
- Preliminary approval of the Company decisions on the following:
- deals, subjects of which are the Company’s capital assets of over 10 per cent of these Company’s assets balance sheet value as per the date of this deal approval;
- deals, subjects of which are the Company’s capital assets in the amount of 10 - 25 per cent of these Company’s assets balance sheet value as per the date of this deal approval;
- deals (including several interrelated deals) on alienation or possible alienation of property, constituting fixed assets, immaterial assets, unfinished construction objects, designed for production, transfer, dispatching, distribution of electric and thermal power, in cases (volumes), defined by the Company Board of Directors decisions;
- Decision-making on nomination of Company candidates to the position of sole executive body, to other management and control bodies as well as the candidate auditor of entities the Company participates in;
- Determination of Company insurance coverage strategy, including nomination of the Company’s Insurer;
- Foundation of Board of Directors Committees, regulations on Board of Directors Committees approval;
- Nomination of independent appraiser (appraisers) for shares value appraisal, valuation of property and other Company assets, in cases stipulated by Federal law "On Joint Stock Companies", the current By-Laws as well as particular decisions of the Company Board of Directors;
- Approval of nominees for particular posts in the Company’s management bodies, determined by the Board of Directors;
- Preliminary approval of collective agreement, agreements, concluded by the Company within the frame of labour-management relations;
- Approval of financial adviser candidacy, whose involvement is required by Federal Law "On Securities Market";
- Approval of the Company Registrar and terms of his service contract as well as this contract termination;
- Other matters falling within the cognizance of the Board of Directors in accordance with the Federal Law "On Joint-Stock Companies" and the current By-Laws.
Operating management of the Company is performed by the sole executive body — General Derector and collegial executive body — Management Board.
