English Version About Management and control bodies Board of Directors

Board of Directors

Board of Directors - governing body that determines the Company's development strategy.

The professional Board of Directors is a key element of the corporate governance system of ROSSETI Northern Caucasus, PJSC, affecting the performance of the Company and providing strategic governance and supervision of the executive bodies in the interests of shareholders and the Company itself.

In its activities, the Board of Directors is governed by Federal Law "On Joint Stock Companies", other regulations of the Russian Federation, the Charter of ROSSETI Northern Caucasus, PJSC, the Regulation on the Board of Directors, the principles and recommendations of the Corporate Governance Code recommended for application by the Bank of Russia, as well as the Corporate Governance Code of ROSSETI Northern Caucasus, PJSC and the Corporate Ethics Code of ROSSETI Northern Caucasus, PJSC.

We rigorously strive to ensure that a candidate for the Board of Directors of ROSSETI Northern Caucasus, PJSC is a person who has an impeccable business and personal reputation, having the knowledge, skills and experience required for decision-making and effective management.

Election of members of the Board of Directors of ROSSETI Northern Caucasus, PJSC is carried out by transparent procedure (recorded in the Charter of the Company), allowing the shareholders to obtain information on the candidates, sufficient to provide insight into their personal and professional qualities. Information on the candidates, as well as shareholders proposing candidates for inclusion in the voting list for election to the Board of Directors are posted on the Russian version of website of ROSSETI Northern Caucasus, PJSC in the sections “For Shareholders and Investors/Corporate Governance/Materials for General Meetings of Shareholders” and “For Shareholders and Investors/Corporate Governance/Board of Directors”.

According to the Corporate Governance Code recommended for application by the Bank of Russia, under the normal circumstances, a member of the Board of Directors associated with the Company, its major shareholder, material counterparties, competitors or the government may not be considered an independent member. In the literal sense of these criteria in the Board of Directors of ROSSETI Northern Caucasus, PJSC, there are no independent directors. However, we believe that all persons elected to the Board of Directors of ROSSETI Northern Caucasus, PJSC have sufficient professionalism, experience and independence to have their own opinion and are able to make objective and conscientious decisions.

Decisions at the meeting of the Board of Directors of ROSSETI Northern Caucasus, PJSC are passed by a majority of votes of members of the Board of Directors participating in the voting, with the exception of cases provided for by the law of the Russian Federation and the Company’s Charter. The quorum required for the arrangement of sessions is at least one half of the elected members of the Board of Directors.

 * Positions are as of the candidate nomination.