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Types, amount and procedure of remuneration and benefits payment to the members of the Board of Directors of JSC IDGC of the North-West are governed by the Regulations for Remuneration and Compensation Payment to the Members of the Board of Directors of JSC IDGC of the North-West approved at the Annual General Shareholder’s Meeting as of May 29, 2008The full text of the Regulations on Remuneration and Compensation Payment to the Members of the Board of Directors of JSC IDGC of the North-West is available on JSC IDGC of the North-West website at http://www.mrsksevzap.ru/..
The system of remunerations payment to the members of the Company’s Board of Directors according to the Regulations on Remuneration and Compensation Payment to the Members of the Board of Directors of JSC IDGC of the North-West includes three categories of payments:
1. For each meeting in which the member of the Board of Directors took part
For participation in the meeting of the Board of Directors held in the external form, the member of the Board of Directors is paid remuneration in the amount equal to eight minimum monthly tariffs of the first rate determined by the sector tariff agreement in the electric power complex of the Russian Federation (hereinafter referred to as the Agreement) for the day of the Company’s Board of Directors meeting carrying out considering the indexation specified in the Agreement within one month after holding the meeting of the Board of Directors.
For participation in the meeting of the Board of Directors carried out in presence of the shareholders the member of the Board of Directors is paid remuneration in the amount equal to ten minimum monthly tariff of the first rate determined by the Agreement for the day of the Board of Directors meeting considering the indexation specified in the Agreement within one month after holding the meeting of the Board of Directors of the Company.
The amount of remuneration to the Chairman (Deputy Chairman) for each meeting, where he/she executed the functions of the Chairman of the Board of Directors, increases by 50%.
2. Additional remuneration for the Company’s net profit result based on the data from the annual financial statements approved by the General Shareholders’ Meeting.
Remuneration to the members of the Board of Directors is tied to the Company’s net profit calculated according to Russian accounting standards. The amount of remuneration for the net profit depends on the number of participations by the members of the Board of Directors in the meetings of the Board of Directors during the year, subject to the results of activities in which the net profit was received.
3. Additional remuneration in case of increase of the Company’s market capitalization for the period of work in the Board of Directors.
The size of additional remuneration to each member of the Board of Directors, payable for the increase of the Company’s market capitalization, amounts to 0.0175% of the increase in the Company’s market value calculated for the period since the election of the member to the Board of Directors until the election of a new Board of Directors.
Remuneration for the increase in the Company’s market value is subject to the following conditions:
There is a number of limitations in respect to additional remuneration:
Moreover, in accordance the Regulations for Remuneration and Compensation Payment to the Members of the Board of Directors of JSC IDGC of the North-West a member of the Board of Directors shall be compensated all actually incurred expenses relating to the performance of the functions of a member of the Board of Directors of the Company.
No remuneration or compensation shall be paid to members of the Board of Directors of the Company to whom payments from profit organizations are restricted or prohibited by Federal Law.
| Full name | For participation in meetings of the Board of DirectorsIn 2014 for the purpose of calculation of remuneration for participation in meetings of the Board of Directors the following minimum monthly tariffs were applied: December 01, — RUB 5,400, from July 01, — RUB 6,000. | For the Company’s net profit index for 2013 | For the Company’s market capitalization increase | Total |
|---|---|---|---|---|
| Structure of the Board of Directors elected at the Extraordinary General Shareholders’ Meeting held on August 28, 2012 | — | 411,446 | — | 411,446 |
| Structure of the Board of Directors elected at the Annual General Shareholders’ Meeting held on June 21, 2013 | 2,721,600 | 752,740 | — | 3,474,340 |
| Structure of the Board of Directors elected at the Annual General Shareholders’ Meeting held on March 12, 2014 | 4,482,000 | — | — | 4,482,000 |
| Structure of the Board of Directors elected at the Annual General Shareholders’ Meeting held on June 25, 2014 | 6,108,000 | — | — | 6,108,000 |
| T.P. Dronova | 456,000 | — | — | 456,000 |
| A.N. Zharikov | 600,000 | — | — | 600,000 |
| S.S. Zholnerchik | 600,000 | — | — | 600,000 |
| M.A. Lavrova | 588,000 | — | — | 588,000 |
| S.V. Pokrovsky | 600,000 | — | — | 600,000 |
| M.M. Saukh | 588,000 | — | — | 588,000 |
| V.V.Sofyin | 600,000 | — | — | 600,000 |
| S.G. Titov | 900,000 | — | — | 900,000 |
| R.A. Filkin | 600,000 | — | — | 600,000 |
| D.A. Chevkin | 576,000 | — | — | 576,000 |
| A.A. Erdyniyev | — | — | — | — |
| Total in 2014 | 13,311,600 | 1,164,186 | — | 14,475,786 |
In the reporting period, expenses relating to the performance of functions of the Company’s Board of Directors in the amount of RUB 169,082 were compensated.
The Company believes that the current motivation system is highly effective and that remuneration paid to members of the Company’s Board of Directors corresponds to the merits of the members of the Company’s Board of Directors and the size of the Company.