The Board of Directors oversees the activites of the Company, except for the reserved matters of the General Shareholders Meeting assigned by the Federal Law “On Joint-Stock Companies” and by the Company Charter.

Dear shareholders, you can write a message to the Chairman of the Board of Directors filling the next form.

Dear shareholders, you can write a message to the Senior Independent Director filling the next form.

No.

Full name

Position held*

1

Denis Mosolov

Senior Vice President of Macquarie Infrastructure & Real Assets (Europe) Limited

2

Stephane Maurice Zweguintzow

Deputy General Director – Head of People and Organization of PJSC Enel Russia

3

Andrea Guaccero

Full Professor of Law of Universita degli Studi Roma Tre, Independent Director

4

Maria Antonietta Giannelli

Mergers & Acquisitions Senior Project Manager – Administration, Finance and Control Department of ENEL S.P.A.

5

Simone Mori

Head of Europe and Euro-Mediterranean Affairs

6

Andrea Palazzolo

Professor of Company Law of LUISS University – Rome, Independent Director

7

Giancarlo Pescini

Head of Unit “Group’s Participation” of ENEL S.P.A.

8

Giorgio Callegari

Chairman and CEO of General Russia and CIS, Independent Director

9

Vitaly Yurievich Zarkhin 

Member of the Board of Directors and Chairman of the Audit Committee of PJSC Kuzbasskaya Toplivnaya Company, Independent Director

10

Tagir Sitdekov 
 

First Deputy General Director, Member of the Executive Board of JSC Management Company RDIF 

11

Laurent Nicolas Souviron

Partner of AGC Equity Partners Ltd

*Positions are provided as of the date of nomination of a candidate to the
Board of Directors

The Corporate Secretary is Sedova Zhanna Igorevna – Head of Legal and Corporate Affairs of PJSC Enel Russia. Detailed information about Corporate Secretary of the Company can be found in the Annual Report.

COMMITTEES OF THE BOARD OF DIRETORS

HR and Remuneration Committee

The main functions of the Committee include:

  • development and periodic review of the Company remuneration policy for the members of the Board of Directors, members of the collegiate executive body of the Company and the person who performs the functions of the sole executive body, as well as supervision of its introduction and implementation;
  • preliminary assessment of the Company collegiate executive body and the sole executive body performance at the end of the year in accordance with the Company remuneration policy;
  • development of terms and conditions on early termination of labour contracts with the members of the collegiate executive body of the Company and the person who performs the functions of the sole executive body of the Company. Including all the material liabilities of the Company and the terms of their provision;
  • development of recommendations to the Board of Directors to determine the size of remuneration and the principles of bonus payment program for the Company Corporate Secretary (head of the structural unit, who fulfils the functions of the Corporate Secretary);
  • performance of annual detailed and formalized procedure for self-assessment or external evaluation of the performance of the Board of Directors and its members as well as the Committees of the Board of Directors, defines priority directions to strengthen the composition of the Board of Directors;
  • interaction with shareholders which should not be limited to the range of major shareholders with a purpose to issue recommendations to the shareholders regarding election of candidates to Board of Directors;
  • planning of HR appointments including continuity of activity, members of the collegial executive body and the sole executive body, issue of recommendations to the Board of Directors regarding the candidates for the position of the Corporate Secretary (head of structural unit who performs the functions of the Corporate Secretary), members of the executive bodies of the Company and the candidates for the offices of the first level of the general organizational structure of the Company.

 

MEMBERS

No.

Full name

1

Andrea Guaccero (chairman)

2

Tagir Sitdekov

3

Giorgio Callegari

Audit and Corporate Governance Committee

The main functions of the Committee include:

  • control over assurance of the completeness, accuracy, and reliability of the Company’s financial statements;

  • control over reliability and efficiency of the risk management and internal control system;

  • provision of independence and impartiality in performing the internal and external audit functions;

  • corporate governance assessment.

 

MEMBERS

No.

Full name

1

Andrea Palazzolo (chairman)

2

Giorgio Callegari

3

Andrea Guaccero

4 Alexander Arthur John Williams
5 Denis Mosolov

Related Party Transaction Committee

The main functions of the Committee include:

  • to ensure that a proposed related party transaction  is based on terms such as could have been obtained in a transaction with an external party, in which each side bargained knowledgeably and freely, unaffected by any relationship between them, i.e. at arm’s length;
  • to assist to the Board of Directors in identifying and averting conflicts of interest;
  • to assist the Board of Directors to ensure that the rights and interests of the shareholders as well as of other stakeholders are protected in case of performance of significant corporate actions by the Company.

 

MEMBERS

No.

Full name

1

Giorgio Callegari (chairman)

2

Andrea Palazzolo

3

Denis Mosolov