Corporate governance development

In 2017, the Company continued to implement Code standards aimed at improving the level of corporate governance by bringing internal documents in line with it, as well as the application of standards in everyday practice.

In 2017, the following key events were conducted:

  • PJSC RusHydro shares held by controlled entities did not participate in voting during the reporting period. In 2017, a significant portion of quasi-treasury shares were sold to VTB Bank (PJSC). At the moment, the companies of RusHydro Group held 0.9% of the Company's voting shares;
  • The PJSC RusHydro Board of Directors assessed the effectiveness of the Company's risk management and internal control system, and also discussed the corporate governance practice in the Company;
  • Senior Independent Director was elected;
  • The Board of Directors approved the Regulation on the Information Policy of the Company in a new version, and at the end of 2017 reviewed the report on its implementation;
  • The Nominations and Remuneration Committee made an assessment of the independence of nominees to the Board of Directors for the purpose of providing information to the Company's shareholders before the annual General Meeting of shareholders;
  • the list of materials provided to the shareholders of the Company for the annual General Meeting of Shareholders has been expanded.

The main directions of improving the Company's corporate governance system for 2018:

  • update and inclusion in the internal documents of the Company of norms aimed at:
    • forming an introductory course programme for the members of the Board of Directors elected for the first time,
    • preventing and resolving conflicts of interest of members of the Board of Directors,
    • creating an opportunity for the Board of Directors to attract external independent experts (consultants) to study issues that are the subject of its consideration,
    • creating an opportunity to increase the efficiency of the work of the members of the Board of Directors through training and improving their skills,
    • providing members of the Board of Directors with access to documents of entities controlled by the Company;
  • depending on the actual circumstances and requirements – increase in the number of full-time meetings of the Board of Directors of the Company;
  • Improving the quality and detail of information disclosure in the Annual Report and on the Company's website.
As a result of the gradual introduction of the Code, the share of principles fully observed in PJSC RusHydro increased: 38% in 2015, 63% in 2016 and 73% in 2017.

Implementation of the Code of Corporate Governance, %

Compliance with the principles of the Corporate Governance Code The assessment of compliance with the principles of corporate governance enshrined in the Code of Corporate Governance was carried out according to the methodology developed by the Bank of Russia, taking into account recommendations on compiling a report on compliance with the principles and recommendations of the Corporate Governance Code (annex to Bank of Russia Letter No. IN-06-52 / 8 of February 17, 2016). For a full report on the Company's compliance with the principles and recommendations of the Corporate Governance Code and the explanation of deviations from the criteria for assessing compliance with corporate governance principles, see Appendix No. 1 to the annual report.
The status of the implementation of the norms and principles of the Code Year Shareholder rights and equality of conditions for shareholders in exercising their rights Board of Directors of the Company Corporate Secretary of the Company The remuneration system for members of the Board of Directors, executive bodies, and other key management personnel of the Company Risk management and internal control system Risk management and internal control system Disclosure of information about the Company, information policy of the Company Significant corporate actions
Implemented 2015 9 12 – 3 5 1 –
2016 10 20 2 10 5 3 –
2017 11 23 2 10 6 6 –
Partially implemented 2015 3 17 2 6 1 6 4
2016 2 12 – – 1 4 4
2017 2 10 – – – 1 5
Not performed 2015 1 7 – 1 – – 1
2016 1 4 – – – – 1
2017 – 3 – – – – –
Total 2017 13 36 2 10 6 7 5