Management and regulatory bodies

GENERAL MEETING OF SHAREHOLDERS

The General Shareholders’ Meeting is the Company’s supreme management body. The shareholders exercise their rights to manage the Company’s operations by voting, proposing issues to the agenda of the meeting and by recommending candidates to the management and regulatory bodies of the Company.

On June 26, 2014, the Annual General Meeting of Shareholders of IDGC of Centre was held in the form of shareholders’ joint attendance. The holders of over 90% of the Company’s voting shares took part in the Meeting.

The General Meeting of Shareholders was chaired by the General Director of the Company Oleg Yu. Isaev. The following resolutions were made at the meeting:

• the annual report and annual financial statements of the Company for 2013 were approved;
• profit distribution for 2013 was approved. — 25.9% was allocated to pay dividends on common shares, the rest was allocated for Company growth;
• new members of the Board of Directors and the Audit Committee of the Company were elected;
• Ernst & Young LLC was approved as the Company’s Auditor;
• the Charter of the Company, as well as internal documents, were approved as amended: Regulation on the procedures for planning and holding the General Shareholders’ Meeting, Regulation on the Audit Committee of the Company.

The resolution on approval of the liability insurance contract, being an interested party transaction for directors and officers of the Company, was not passed.

No Extraordinary General Meetings of Shareholders were held in 2014.

DIVIDEND POLICY

The dividend policy of IDGC of Centre is aimed at observance of rights and interests of shareholders of the Company, as well as provision of transparent determination of the dividend amount and its payment procedure. Since 2010, IDGC of Centre has made annuity payments of dividends with a strict observance of shareholder rights provided by the current legislation of the Russian Federation, the Charter and internal documents of the Company, including the Regulation on the Dividend Policy of IDGC of Centre. The Company’s actions are based on the following principles:

• Compliance of the dividend treatment practices adopted by the Company with the Russian law and best corporate behavior standards.
• Optimum balance between interests of the Company and Shareholders.
• Strengthening investment potential and capitalisation of the Company.
• Providing transparent (obvious) determination of the dividend amount and its payment procedure.
• Calculation of dividends is based on profit allocation disregarding the influence of financial investment revaluation. The necessity to maintain the required level of financial and technical condition of the Company, providing development prospects.

The amount of dividend payment in 2014 will be established by the Annual General Meeting of Shareholders of IDGC of Centre in June 2015.

The formula for calculating dividends stipulated by the Regulation on the Dividend Policy of IDGC of Centre:

DIV = NP — PROV RF’ — PD — PL

where:

DIV — total amount of net profit to pay dividends;

NP — net profit for the financial year (not including revaluation of financial investment) received in accordance with the long-term regulatory indicators established for the Company;

PROV RF’ — mandatory provisions to reserves and other funds under the Charter of the Company; correlation with the total provisions matches the share of profit not including revaluation of financial investments in total net profit;

PD — share of profits for investment and development of the Company;

PL — share of profits to cover operating losses of the previous years, if any (not more than 0.5^*(NP — ProvRF’— PD)).

Taxation of Dividend Payments

The dividends paid by the Company are taxable under Articles 224 and 284, Part 2 of the Russian Tax Code at the following rates:

A 30% tax rate is applied to the income of persons whose information has not been submitted to the tax agent according to the requirements of Articles 214.6 and 310.1 of the Russian Tax Code, whose shares are included in a securities account of a foreign nominee holder, a securities account of an authorised foreign holder and/or a securities account of depositary programmes.

In cases where a double taxation treaty applies, tax payments are made at the rate specified therein.

Corporate Secretary

The corporate secretary of IDGC of Centre operates under the Company’s Charter and Regulation on the Corporate Secretary (approved by the Board of Directors, Minutes dd. November 02, 2012 No. 26/12).

Functions of the Corporate Secretary of the Company

• Organising and holding the General Meeting of Shareholders.
• Maintaining the Board of Directors and five committees under the Board of Directors.
• Assisting the members of the Board of Directors and committees in exercising their functions.
• Arranging interaction between the Company and its shareholders and others.

The Corporate Secretary is elected by the first meeting of the Board of Directors for the upcoming year until the next Annual General Shareholders’ Meeting of the Board of Directors of the Company. In its operations, the Corporate Secretary reports to the Board of Directors of the Company.

Svetlana V. Lapinskaya is the corporate secretary of the Company (resolution by the Board of Directors of IDGC of Centre, Minutes dd. July 14, 2014 No 16/14).

She also fulfills the function of the Head of Company Corporate Events. She was born in 1980 and is a Russian citizen. She has a law degree. She has been working in IDGC of Centre for over 10 years. Svetlana V. Lapinskaya does not own any shares of the Company or its subsidiaries. There have been no claims filed against the corporate secretary.

BOARD OF DIRECTORS

The Board of Directors of IDGC of Centre exercises strategic management of the Company, as well as general control over its operations and supervision of the Company’s executive bodies.

Activities of the Board of Directors of IDGC of Centre are conducted according to the following internal documents of the Company:

• Regulation on the procedures for convening and holding meetings of the Board of Directors (approved by the Annual GSM, Minutes dd. June 20, 2012 No. 01/12).
• Regulation on the Corporate Secretary of the Company (approved by the Board of Directors, Minutes dd. November 02, 2012 No. 26/12).

Diversified Structure of the current Board of Directors

Number of new members in the Board of Directors

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Education of Members of the Board of Directors

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Independent Directors of the Board of Directors

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Non-executive Directors in the Board of Directors

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Gender composition of the Board of Directors

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Representatives in the Board of Directors

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Meetings of the Board of Directors

In accordance with the established procedure, meetings of the Board of Directors of the Company take place on a regular basis in accordance with a preagreed plan of activities at least once every six weeks. Members to the Board of Directors are provided with the information and materials necessary to prepare for the meetings in advance, i.e. no later than 15 business days before the meeting day.

Form of Meetings of the Board of Directors

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Number of Issues Addresses by the Board of Directors

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Thirty meetings of the Board of Directors took place in 2014, including four on-site meetings. During these meetings, 259 issues were treated. The major issues are as follows:

• reports of the General Director on core operations of the Company;
• decisions concerning approval of business priorities, various programmes, plans and internal documents;
• decisions connected to convening and holding the Annual General Meeting of the Shareholders of the Company and its Subsidiaries;
• approval of the Company’s transactions, including related-party transactions.

Such issues as approval of the Company’s business plan for the upcoming year, including the investment programme, and reports on fulfillment of the business plan, the Company’s KPI and reports on their achievement are not only addressed during the on-site Board meetings, but are also preliminarily discussed and approved during the meetings of the Strategy and Development Committee. Thus, the Company strives to make the most weighted decisions.

Remuneration of the Board Members

Remuneration of the Board Members

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Members of the Board of Directors of IDGC of Centre receive remuneration under the Regulation on Remuneration and Compensation to the Members of the Board of Directors of IDGC of Centre, which sets out payment conditions and procedures, as well as the procedure for calculating the amount of remuneration (approved by the Annual GSM, Minutes dd. June 03, 2008 No. 01).

Other types of remuneration, including reimbursement of expenses, were not paid in 2014.

Composition of the Board of Directors

The Company had two Boards of Directors in 2014The titles of the BOD members are given as at the date of election.:

Brief biographies of the members of the current Board of Directors if IDGC of Centre The current Board of Directors of IDGC of Centre was elected on June 26, 2014 at the Annual General Meeting of ShareholdersAs of December 31, 2014 in accordance with the current laws of the Russian Federation on personal information.

Oksana V. Shatokhina

Deputy Chair of the Board of Directors

Non-executive Director

Deputy General Director for Economics, JSC ROSSETI.

Born in 1975, Russian citizen.

Graduated from the Financial Academy under the Government of the Russian Federation in 1999 with a degree in finance and credit.

Over the past 5 years served as Deputy Director General in charge of Economics and Finance of JSC ROSSETI, Director for Economics of JSC IDGC Holding, Director for Economics, Head of Department of Economic Planning and Budgeting, JSC FGC UES, Member of the Board of Directors of JSC IDGC Siberia, JSC IDGC South.

Member of the Board of Directors of JSC MOESK, Chairperson of the Audit Committee of the Board of Directors of IDGC of Centre.

Awarded state and industry awards.

First elected to the Company’s Board of Directors on August 23, 2012

Yury N. Mangarov

Deputy Chairman of the Board of Directors

Non-executive Director

Adviser, JSC ROSSETI.

Born in 1956, Russian citizen.

In 1978 graduated from the Plekhanov Moscow Institute of the National Economy with a degree in Economic Cybernetics.

Over the past 5 years served as Deputy Chief Executive Officer — Chief of Staff, Deputy Chairman of the Management Board, Member of the Management Board, Director for Control and Audit Operations of JSC FGC UES, Deputy Chief Executive Officer — Chief of Staff of JSC IDGC Holding.

Chairman of the Board of Directors of JSC Yantarenergo, Member of the Board of Directors of JSC MOESK and JSC IDGC North Caucasus, Chairman of the Nomination and Remuneration Committee of the Board of Directors of IDGC of Centre, Member of the Audit Committee of the Board of Directors of JSC IDGC Centre.

Awarded with state and industry awards.

First elected to the Company’s Board of Directors on June 26, 2014

Alexander M. Branis

Non-executive Director

Director, Prosperity Capital Management (Russia) Ltd.

Born in 1977, Russian citizen.

Graduated from the Academy of National Economy under the Government of the Russian Federation in 2001, BBM.

Over the past 5 years was a Member of the Board of Directors of JSC Bashkirenergo, served as Chief Accountant, Chairman of the Liquidation Commission of Prosperity Capital Management, Ltd.

Chief Investment Officer of Prosperity Capital Management (Russia) Ltd., Member of the Board of Directors of JSC TGK–2, JSC IDGC South, JSC IDGC of the Central and Volga Regions, JSC TGK–6.

First elected to the Company Board of Directors on December 9, 2004

Oleg Yu. Isaev

Chairman of the Management Board, General Director, IDGC of Centre.

Born in 1969, Russian citizen.

Graduated from the Military Institute holding the Order of the Red Banner of the USSR Ministry of Defense in 1992 with a law degree, and from the Russian Presidential Academy of National Economics and Public Administration under the President of the Russian Federation in 2004.

Received a professional retraining programme in the area of power industry business management in 2011–2012. Has a degree as a Doctor of Law.

Over the past 5 years served as Chairman of the Board of Directors of JSC VO Tyazhpromexport, Director General, Interim Director General, First Deputy Director General of JSC VO Technopromexport, Deputy Director General of Security, Deputy Director General of Control and Security of JSC MOESK.

Member of the Board of the Moscow Chamber of Commerce and Industry.

Awarded with state and industry awards.

First elected to the Company Board of Directors on June 14, 2013

Denis V. Kulikov

Independent Director

Adviser to Chief Executive Officer, Association for Investor Rights.

Born in 1975, Russian citizen.

Graduated from the Moscow State Law Academy with the qualification of lawyer in 2005.

Over the past 5 years served as Chief Executive Officer of the Association for Investor Rights, as well as Member of the Board of Directors of energy and telecommunication companies.

Member of the Board of Directors of JSK IDGC of Volga, JSC NEFAZ, JSC OGK–2, Chairman of the Committee for Technological Connection to Electricity Networks, Member of the Audit Committee, Committee for Personnel and Remuneration of the Board of Directors of IDGC of Centre.

Recognised as the best non-executive director in 2007 by the Association for Investor Rights and the National Council for Corporate Governance.

First elected to the Company Board of Directors on August 23, 2012.

Holds shares of IDGC of Centre. His interest in the charter capital of the Company amounts to 0.0007106% (300,000 pcs)

Maria V. Lazareva

Non-executive Director

Head of Expert and Analytical Department, JSC ROSSETI.

Born in 1973, Russian citizen.

Graduated from the Russian State Tax Academy of the Ministry of the Russian Federation for Taxes and Levies with a degree in Finance and Credit in 2006, and from the Moscow State Open Pedagogical University in 1997.

Previously, served as Head of the Department of Government and Stakeholder Engagement of Non-profit Partnership Council for Organising an Efficient System of Trading on the Wholesale and Retail Electricity and Capacity Market (NP Market Council).

Member of the Board of Directors of JSC Nedvizhimost of VNIPIenergoprom, Member of the Nomination and Remuneration Committee of the Board of Directors of IDGC of Centre.

First elected to the Company’s Board of Directors on June 26, 2014

Maxim M. Saukh

Non-executive Director

Head of the Corporate Relations Department, JSC ROSSETI.

Born in 1979, Russian citizen.

Graduated from the St. Petersburg Institute of Humanities with a law degree in 2001.

Member of the Board of Directors of JSC Kabbalkenergo, JSC ENIN, JSC Pskovenergosbyt, JSC Ekaterinburg Power Grid Company, IT Energy Service LLC, JSC NIC Siberia and JSC IDGC of the North-West.

Member of the Strategy and Development Committee of the Board of Directors of IDGC of Centre.

Has experience as Chief, and Vice-Chief of Corporate Governance and Shareholder Relations Department of JSC IDGC Holding. Over the past 5 years served as Member of the Board of Directors of several energy companies.

First elected to the Company Board of Directors on June 15, 2012

Pavel N. Snikkars

Non-executive Director

Director of the Electrical Utility Industry Development Department of the Russian Federation Ministry of Energy

Born in 1978, Russian citizen.

Graduated from the Siberian Academy of Public Administration with a degree in State and Municipal Management in 2000, and from the Siberian University of Consumer Cooperation with a law degree in 2005. Ph.D. in Economics.

Over the past 5 years served as Member of the Board, Deputy Chairman of the Management Board of NP Market Council, Deputy Director General for Development, Deputy General Director for Commercial Work of JSC MOESK, Commercial Director of JSC Sibirenergo, Director of the Wholesale Electricity Market, Commercial Director of JSC MC Sibirenergo.

Member of the Board of Directors of JSC Lenenergo, JSC Institute ENERGOSETPROECT, CJSC Technical Inspection UES.

CJSC Financial Settling Centre, Member of the Supervisory Board of Non-Commercial Partnership of Territorial Network Organisations.

First elected to the Company Board of Directors on June 26, 2014

Vladimir V. Sofyin

Non-executive Director

Head of Technological Development and Innovations Department, JSC ROSSETI.

Born in 1969, Russian citizen.Graduated from the Ural Polytechnic Institute named after S.M. Kirov with a degree in electric systems and networks in 1992.

Over the past 5 years served as Director for Innovations of JSC FGC UES, First Deputy Minister of Energy and Utilities of the Government of the Murmansk Region, Chief Executive Officer for Energy of the State Corporation Olympstroy, and Director for Service Development of IDGC of Centre. Member of the Board of Directors of JSC REC IDGC, JSC SKB VTI, CJSC Energy Forecasting Agency, and JSC MOESK.

Member of the Board of Directors of JSC IDGC of the North-West, JSC Upravleniye VOLS-VL, JSC ENIN, JSC NIC of the South, JSC NIC of Siberia, JSC NIC of EES, JSC VNIPIenergoprom.

Member of the Audit Committee of the Board of Directors of IDGC of Centre.

First elected to the Company Board of Directors on June 26, 2014

Roman A. Filkin

Non-executive Director

Co-Director, Power Engineering, Machine Building of the Representative Office of Prosperity Capital Management (Russia) Ltd.

Born in 1983, Russian citizen.

Graduated from the Financial Academy under the Government of the Russian Federation with a degree in Finance and Credit in 2005.

Has high experience in the Board of Directors of energy and pipeline companies.

Member of the Board of Directors of JSC IDGC of the North-West, JSC IDGC of the Central and Volga Regions, JSC IDGC of the South, JSC TGK–2, JSC TGK–6, JSC Dalenergomontazh, JSC Smolensk Power Maintenance Company, JSC Urengoitruboprovodstroi.

Deputy Chairman of the Audit Committee, Member of the Personnel and Remuneration Committee and the Strategy and Development Committee of the IDGC of Centre Board of Directors.

First elected to the Company Board of Directors on June 11, 2009

Natalia I. Erpsher

Non-executive Director

Head of the Organisational Development Office of Personnel Policy and Organisational Development Department, JSC ROSSETI.

Born in 1969, Russian citizen.

Graduated from the Moscow State University of Railway Engineering with a systems engineering degree in 1991; second higher education in Lomonosov Moscow State University with a degree in Psychology of Personnel Management in 2002; Moscow Power Engineering Institute, Presidential Management Training Programme in Production and Project Management in 2012.

Awarded with state and industry awards.

Over the past 5 years served as Head of the Organisation Development Department of JSC FGC UES, Head of the Organisation Development Department of JSC IDGC Holding, and was a member of the Board of Directors of JSC VNIPIenergoprom, JSC NIC of EES, JSC TyvaEnergosbyt, and OJSC MUEG.

Member of the Board of Directors of JSC TRK, JSC NIC of the South, JSC SZUEK. Member of the Personnel and Remuneration Committee of the Board of Directors of IDGC of Centre.

First elected to the Company’s Board of Directors on June 26, 2014

Committees under the Board of Directors

IDGC of Centre formed five committees of the Board of Directors:

• Reliability Committee;
• Grid Connection Committee;
• Strategy and Development Committee;
• Audit Committee;
• Personnel and Remuneration Committee.

The Committees of the Board of Directors are advisory bodies and are aimed to pre-review and make recommendations on the most important issues within the competence of the Board of Directors.

The Committees consist of representatives of various groups of shareholders of the Company, which provides more efficient work of the Committees themselves, formation of objective and independent decisions.

Number of meetings of committees under the Board of Directors of IDGC of Centre in 2014

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Remunetaion paid to the BOD members in 2014

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The Reliability Committee

The Reliability Committee of the Board of Directors of the Company was established in January 2006. Its main goal is to make recommendations to the Board of Directors on the following issues:

• examination of production programmes and target programmes to improve reliability and plans for retooling and modernisation, reconstruction, new construction and repair of power grid facilities of IDGC, analysis of its development and execution in terms of compliance with reliability requirements for operation and maintenance of electric grids;
• evaluation of the completeness and sufficiency of measures for failures and major technological violations which led to deenergisation of 35–220 kV substations; disconnection with unsuccessful reclosing and (or) trip circuit supervision of 35–220 kV power lines; 35–220 kV power transformers; 6–220 kV sections, busbars; deenergisation of 6, 10, 20 kV transformer substations in the amount of 100 pieces and above; large individual consumers with a connected load of 10 megawatts or more, as well as monitoring its implementation;
• control and assessment of performance of the Company’s technical services in terms of ensuring operational reliability of electrical networks;
• informing the Board of Directors of the Company on the condition of fixed assets of the Company’s energy facilities.

The committee operates in accordance with the Regulations on the Reliability Committee of the Board of Directors of IDGC of Centre (approved by The Board of Directors, Minutes dd. August 01, 2014 No 17/14).

Meetings of the Committee

Eighteen meetings of the Committee took place in 2014, including one on-site meeting. The Committee meetings considered the following:

• Programmes to reduce injury risks / to reduce third party injury risks on sites of IDGC of Centre / to implement environmental policy / to repair / to eliminate injury risks of high-injury electrical facilities, vehicles and machinery in service;
• performance reports;
• performance reports after the Company’s autumn and winter period in 2013–2014 and on the Company’s preparations for the autumn and winter period in 2014–2015.

The Grid Connection Committee

The Grid Connection Committee of the Board of Directors of the Company was established in February 2009. Its main goal is to make recommendations to the Board of Directors on the following issues:

• evaluation of the effectiveness of the Company’s grid connection services rendered to consumers;
• analysis of the Company’s current state in terms of grid connection of consumers.

The committee operates in accordance with the Regulations on the Grid Connection Committee of the Board of Directors of IDGC of Centre (approved by The Board of Directors, Minutes dd. February 13, 2009 No 01/09).

Meetings of the Committee

Thirteen meetings of the Committee took place in 2014. The Committee meetings considered the following issues:

• settlement of complaints and appeals regarding Company’s electrical grid power transmission services;
• performance results of the Company’s grid connection of consumers / grid connection of power generation facilities;
• completing results of measures of the Roadmap to increase energy infrastructure availability, approved by the Government of the Russian Federation;
• providing energy infrastructure availability and maintaining grid connection quality of the Company.

The Strategy and Development Committee

The Strategy and Development Committee of the Board of Directors of the Company was established in April 2008. Its main goal is to make recommendations to the Board of Directors on the following issues:

• defining strategic goals for the Company;
• developing the Company’s business priorities;
• evaluating long-term effectiveness of the Company’s operations;
• improving the Company’s investment appeal;
• improving investment activity;
• making sound investment decisions and recommendations to the Board to adjust the current development strategy of the Company.

The committee operates in accordance with the Regulations on the Strategy and Development Committee of the Board of Directors of IDGC of Centre (approved by The Board of Directors, Minutes dd. April 30, 2008 No 09/08).

Meetings of the Committee

Sixteen meetings of the Committee took place in 2014, including five on-site meetings. The Committee meetings considered the following:

• the Company business plan (including its investment programme);
• performance reports;
• internal documents of the Company;
• programmes for energy saving and increasing energy efficiency, long-term development of electricity metering systems in the retail market;
• issues regarding membership/termination of membership in other organisations;
• defining top-priority goals for the Company.

The Personnel and Remuneration Committee

The Personnel and Remuneration Committee of the Board of Directors of the Company was established in April 2008. Its main goals are as follows:

• making recommendations on the amount of remunerations to the Company’s Board members;
• defining principles and criteria for remuneration and incentives for the members to the joint executive body and the person acting as the sole executive body of the Company, including a managing company or a manager;
• defining criteria for selecting candidates to the Board of Directors, and to the position of the sole executive body of the Company.

The committee operates in accordance with the Regulations on the Personnel and Remuneration Committee of the Board of Directors of IDGC of Centre (approved by The Board of Directors, Minutes dd. August 01, 2014 No 17/14).

Meetings of the Committee

Nineteen meetings of the Committee took place in 2014, including:

• preliminary assessment of candidates to the Board of Directors;
• recommendations to the Board of Directors of the Company on termination / election of members of the Management Board;
• consideration of performance results of the Deputy General Directors of the Company and preparation of relevant recommendations to the General Director of the Company;
• approval of the management personnel reserve and that of young specialists.

Before the approval of the Board of Directors, the following was done:

• consideration of the organisation structure of the executive office;
• approval of candidates for certain positions in the executive office of the Company;
• consideration of the list of positions categorised as top managers of the Company;
• approval of the Personnel and Social policy of the Company;
• consideration of the Regulation on Remuneration for the General Director.

The Audit Committee

The Audit Committee of the Board of Directors of the Company was established in April 2008. Its main goal is to develop and make recommendations to the Board of Directors at implementing control over:

• the process and procedures for preparing financial (accounting) statements, including the review of financial (accounting) statements;
• the effectiveness of internal control and risk management systems;
• the selection of an independent external auditor and evaluation of his/her work;
• operations of the division conducting internal control/audit of the Company;
• the compliance by the Company with Russian law requirements, industrial standards and the Company’s internal documents.

The committee operates in accordance with the Regulations on the Audit Committee of the Board of Directors of IDGC of Centre (approved by The Board of Directors, Minutes dd. August 30, 2012 No 19/12).

During 2014, the Board of Directors of the Company considered issues regarding organisation, performance and effectiveness of the risk management and internal control systems; the following decisions were taken:

• to improve the internal control and risk management systems, to develop internal audit facilities as an area of priority for the Company (Minutes as of August 22, 2014 No 18/14);
• to approve the key risk register (Minutes dd October 02, 2014 No 22/14);
• to take note of the key risk report (Minutes dd April 30, 2014 No 11/14).

Meetings of the Committee

Fourteen meetings of the Committee took place in 2014. The Committee considered the following key issues:

• quarterly and annual accounting (financial) statements of the Company;
• external auditor comments on key problems of the accounting (financial) reports;
• material aspects of the Company’s accounting policy;
• reports: on key risks of the Company (internal audit results, compliance with legislation on the Company’s insider information control, independent assessors’ market valuation);
• operational risk registers;
• policies of: risk management, internal audit;
• recommendations to the Board of Directors of the Company on the amount of remuneration to an external auditor for accounts (financial) auditing for 2014;
• review of technical specifications and terms and conditions of the tender for choosing an external auditor;
• assessing the effectiveness of the external audit process;
• issues regarding the effectiveness of internal control and risk management systems.

GENERAL DIRECTOR

The General Director oversees the Company’s current operations, except for the matters that are the responsibility of the General Shareholders’ Meeting, the Board of Directors, and the Management Board of the Company.

The General Director reports both to the General Shareholders’ Meeting (presenting the Annual Operations Report to the Meeting), and to the Company’s Board of Directors; and submits regular reports to the Company’s Board of Directors on the achievement of the Company’s KPI, implementation of programmes and policies confirmed by the Company, and other matters pertaining to the Company’s current operations.

Oleg Yu. Isaev is the current General Director of IDGC of Centre.

Graduated from the Military Institute holding the Order of the Red Banner at the Ministry of Defense in 1992. Then he served in the military prosecution authorities, the Federal Special Construction Agency and in the Ministry of Internal Affairs. During the period from 2002 to 2004 he completed his training in the Russian Public Administration Academy under the President of the Russian Federation (State and municipal management). Doctor of Law. He is the author of over 35 publications in the law sphere.

Oleg Yu. Isaev has held executive positions at energy companies since 2009.

On April 2, 2013 the Board of Directors of IDGC of Centre approved him as the General Director of the Company.

Member of the Board of the Moscow Chamber of Commerce and Industry.

Oleg Isaev has the following industry and state awards:

Medal “300 years of the Russian fleet” (1996); Medal “In commemoration of the 850th anniversary of Moscow” (1997); Medal “For Distinguished Service” of the III degree of the All-Russian Scientific Research Institute of the Ministry of Internal Affairs of Russia (2006), acknowledgment of the Energy Ministry of the Russian Federation (2014), award pin “For reliable operation of Olympic power facilities” (2014), badge of honour “For contribution to the electric grid complex development of the II degree” (2014).

Remuneration of the General Director

The amount of the remuneration paid to the General Director is defined by the employment contract and the Regulation on Remuneration for the General Director of IDGC of Centre approved by the Company’s Board of Directors in 2011, as amended dd December 18, 2014.

The General Director receives a salary, bonuses for achieving KPI, as well as remuneration for participation in the Management Board and the Board of Directors of the Company.

Bonuses are paid to the General Director on the basis of the report approved by the Board of Directors on achieving the specified KPI in the following cases:

• based on the achievement of the Company’s financial, technological and investment KPI for the quarter and for the year;
• based on the achievement of strategic priorities specified by the Board of Directors of the Company for the year.

By the decision of the Board of Directors, one-time bonuses may be paid to the General Director for performance of tasks of special significance.

In 2014, the General Director received bonuses for achieving the 2013 KPI, as well as an additional bonus for performance of 2013 strategic priorities. These payments are included in the remuneration paid to the members of the Company’s Management Board.

The remuneration paid by the Company to the General Director, as well as the remuneration of the General Director for his work in the Board of Directors of the Company, are disclosed in the relevant sections of the Annual report.

MANAGEMENT BOARD

The day-to-day administration of the Company is exercised by the Management Board, which is a collective executive body, as well as by the General Director of the Company, being a sole executive body. The executive bodies report to the Board of Directors and to the General Meeting of Shareholders of IDGC of Centre.

The Management Board of IDGC of Centre has been operating since April 30, 2008. The responsibilities of the Management Board are defined by the Federal Act On Joint Stock Companies, Art. 22 of the Charter of the Company and the Regulations on the Management Board of IDGC of Centre (approved by the Annual General Meeting of Shareholders on June 17, 2011, Minutes dd June 21, 2011 No 01/11).

Meetings of the Management Board

The Company’s Management Board held 32 meetings and considered over 130 matters in 2014. The largest number of matters considered this year involved recommendations to the Board of Directors, including that on the Company’s business priorities, quarterly review of reports submitted by the Deputy General Directors, and matters pertaining to the management of the Company’s subsidiaries.

Remuneration of the Members of the Management Board

All members of the Management Board of IDGC of Centre are employees of the Company holding key positions and have additional responsibilities besides their employment contracts that pertain to the members of the collective executive body of the Company, which is the Management Board.

The Members of the Management Board receive a monthly remuneration of RUB 15,800 under additional agreements to their employment contracts for serving as members to the Management Board.

In accordance with the Regulation on the Incentives and Social Benefits for senior managers of IDGC of Centre, approved by the Company’s Board of Directors, members of the Management Board are considered senior managers.

Senior managers receive bonuses based on the achievement of key performance indicators and the level of such achievement for the reporting period (quarter or year). These key performance indicators are based on the KPI approved by the Company’s Board of Directors for the General Director.

Composition of the Management Board

In 2014, the Management Board of IDGC of Centre had the following significant changes in its personal composition:

• On February 17, 2014, the authorities of the member to the Management Board Sergey A. Schumacher were terminated; Alexander V. Pilyugin — First Deputy General Director, Chief Engineer — was elected to the Management Board.
• On February 28, 2014, the authorities of the member to the Management Board of the Company Olga V. Tkacheva were terminated; Yury V. Minchenko — Deputy General Director for Corporate Governance — was elected to the Management Board.
• On October 15, 2014 the authorities of the member to the Management Board of the Company Yury V. Minchenko were terminated; Lyudmila A. Sklyarova — Chief Accountant, Head of Financial and Tax Accounting and Reporting Department — was elected to the Management Board.

As of December 31, 2014, the Management Board of IDGC of Centre is as follows:Information is based on the personal data submitted by the members of the Company’s Management Board.