AR 2014


Enforcement of shareholders’ rights

Shareholders participate in the process of managing IDGC of Centre by taking relevant decisions; their representatives hold offices in the management bodies and advisory bodies of the Company.

The Company provides shareholders and investors with timely information about the Company’s events in order to make all necessary decisions over the issue of securities.

The right to receive income is exercised by creating a positive dividend history during the last four years.

In order to secure registration and control over the rights to shares, the share register is maintained by an independent registrar. Reestr-RN LLC has an undisputable reputation, necessary technologies and qualified professionals.

Corporate Governance Code of the Bank of Russia

For all corporations, the key event of 2014 was the approval by the Bank of Russia of a new edition of the Corporate Governance Code. The updated code sets new goals for improving corporate governance practice for companies.

IDGC of Centre is no exception, and strives to comply with the following code principles:

  • just and equal treatment of all shareholders when exercising their rights to participate in the management of the Company;
  • compliance with the principles of fairness, transparency, and accountability of the Company’s management bodies to the shareholders, in particular, accountability of the Company management to the Board of Directors and the General Meeting of Shareholders, controllability of financial and utility-related operations and observance of third-party interests.

In perspective, for maximum compliance with the Corporate Governance Code recommendations, the Company plans to update its internal documents, to increase the number of independent members of the Board of Directors, as well as to hold other measures to improve corporate governance practices.

Corporate governance rating

Since 2007, IDGC of Centre has conducted an independent evaluation of the Company’s corporate governance.

In 2014, the Russian Institute of Directors confirmed the NRCG 7+ rating (National Corporate Governance Rating) of IDGC of Centre, that is, Developed Corporate Governance Practice.

According to NPO RID, the Company has low corporate governance risks. The Company complies with the Russian corporate governance regulations, and follows most of the recommendations of the Russian Corporate Governance Code and certain recommendations of global best corporate governance practices.

The Company’s transaction approval policy

Major transactions and interested party transactions at IDGC of Centre are subject to the approval of the Company’s management bodies according to the Joint-stock Companies Federal Act and the Charter of the Company. However, the Board of Directors’ responsibilities as far as preliminary approval of transactions involving the Company’s assets is concerned, were extended to reduce the risk of improper disposal of the Company’s assets.

The detailed information on the Company’s compliance with the Corporate Governance Code is provided in Appendix No. 3 to the Annual Report.

For details on interested party transactions made by IDGC of Centre in 2014, please see Appendix No. 4 to the Annual Report.

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