Striving to meet the highest standards of corporate governance, our Company is governed by the principles set out in the Federal Grid’s Corporate Governance Code, as well as the Russian Corporate Governance Code, gradually integrates new requirements and recommendations into its practices and constantly improves mechanisms for the implementation of the above principles.
Further details on the Company’s compliance with the principles and recommendations of the Russian Corporate Governance Code, as well as on measures to improve the Federal Grid’s corporate governance practices are available in section GOVERNANCE AND DEVELOPMENT/CORPORATE GOVERNANCE of the Annual Report
General Meeting of Shareholders
The General Meeting of Shareholders (GMS) is the supreme governing body of Federal Grid Company whose competence is set out by the Federal Law “On Joint Stock Companies” and the Company’s Articles of Association and includes, among other things, such serious matters as approval of annual reports and annual financial statements, election of an external auditor, election of members of the Board of Directors and the Audit Commission and termination of their powers, payment of dividends.
All matters related to the convening, preparing and holding a general meeting of shareholders of the Company are governed by the Regulations on the Procedure for Preparing and Holding the General Meeting of Shareholders of Federal Grid Company, a new version of which was approved by the resolution of the Annual General Meeting on 26 June 2015.
In accordance with the recommendations of the Russian Corporate Governance Code, the above Regulations have considerably extended the list of additional materials that Federal Grid is committed to provide to its shareholders when preparing to a general meeting to enable them to make well-founded decisions. Such materials include, among other things, positions of the Board of Directors regarding all items on the meeting agenda, extended information about the candidates to the governing and control bodies, tables comparing amendments to be made to the Company’s Articles of Association and internal documents with the existing versions.
All materials are disclosed on the Company’s website, in English and Russian languages, not later than 30 days prior to the date of the general meeting of shareholders that allows the latter to have full and timely access to the above materials.
The Federal Grid’s Regulations on the General Meeting of Shareholders provide clear procedures for holding the GMS, including an opportunity for shareholders to ask questions on the agenda items. Shareholders may put questions directly to members of the governing and control bodies, the Chief Accountant and the Company’s Auditors, who are in all cases invited to attend the meeting.
Votes are counted and voting results are summed up by the Counting commission whose functions are performed by the independent Registrar. The voting results are announced at the meeting.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
The 2015 Annual General Meeting of Shareholders of Federal Grid Company was held on 26 June 2015. In accordance with the AGM agenda, shareholders resolved on the following:
- To approve the Company’s annual report and annual financial statements, including the Profit and Loss Account for 2014
- To pay dividends on common shares for 2014
- To pay remuneration to the members of the Board of Directors
- To elect members of the Board of Directors and the Audit Commission
- To approve the external auditor for 2015
- To approve a new version of the Federal Grid’s Articles of Association
- To approve new versions of the Regulations the Procedure for Preparing and Holding the General Meeting of Shareholders, the Regulations on the Board of Directors, the Regulations on the Management Board, the Regulations on the Audit Commission and the Regulations on Payment of Remuneration to Members of the Audit Commission, as well as the Regulations on Payment of Remuneration to Members of the Board of Directors
Minutes of the 2015 AGM are available on our website www.fsk-ees.ru in section Shareholders and Investors / Information for Shareholders / Shareholders Meeting