Perspectives for the corporate governance of the Engineering Division development are closely linked with those of JSC ASE EC, the managing company. The great influence on it has the Division integration process, i.e. JSC ASE EC, JSC "Atomenergoproekt" and JSC "ATOMPROEKT" equities transfer to JSC ASE.
In accordance with the target corporate governance system, JSC ASE EC will serve as:
Key regulations in the field of JSC ASE EC corporate governances:
(GRI 102-12) Some regulations of the corporate management Code recommended by the Bank of Russia dd.10.04.2014 No. 06-52/2463 are applied by the Company in practice taking into account the specifics captured in laws and regulations of the Russian Federation of ROSATOM legal provision, which ensures the management integrity of the atomic industry organizations, and reflected in a number of local regulations.
In accordance with Federal Law No. 208-FZ On Joint-Stock Companies dated December 26, 1995 and the Charter of JSC ASE EC, the supreme governing body of the Company is the general meeting of shareholders, whose decisions, including of economic, environmental and social nature (GRI 102-26, 102-29) are binding for the President of the Company. The President ensures execution of the decisions of supreme governing body by issuing appropriate orders, resolutions and instructions, as well as by delegating authority to top managers and other officers of the Company subject to procedure stipulated by Articles 185-189 of the Civil Code of the Russian Federation by means of power of attorneys.
(GRI 102-29) The activity of JSC ASE EC general shareholders meeting and the Board of Directors by way of making respective decisions is aimed at effective management of the company, focused on high profitability of business, minimization of risks and possible negative consequences as a result of the company’s economic activity, within the framework of observance of the Russian Federation legislation, international legal norms, legislation of states in the territories of the presence.
No assessment of the supreme governing body activity is performed in JSC ASE EC (GRI 102-28).
The sole executive body of JSC ASE EC is the President of JSC ASE EC. The President is elected at the general meeting of shareholders, ensures implementation of decisions of the general meeting of shareholders and is accountable thereto. The President is Valery Igorevich Limarenko.
The Board of Directors (hereinafter referred to as – BoD) carries out general management of JSC ASE EC activity.
The Board of Directors takes decisions on the issues within its competence in accordance with cl.65 of the Federal law dd. 26.12.1995 No. 208-FZ “On joint stock companies”, chapter 4 part 1 of the Civil Code of the RF, cl.13 of JSC ASE EC Article of Association.
(GRI 102-19, 102-30) The Board of Directors of JSC ASE EC does not participate in the analysis of effectiveness of the organization's risk management practices related to economic, environmental and social issues and does not analyze the economic, environmental and social risks and opportunities. The responsibility for these matters is assigned to the relevant departments.
KPI was not established for the Board of Directors.
(GRI 102-22) As per the Articles of Association a quantitative structure of JSC ASE ES Board of Directors comprises 5 people.
(GRI 102-24) During 2016 the structure of the BoD was changing based on decisions of the General meeting of shareholders.
(GRI 102-23) As of 01.01.2016 the Board of Directors elected by the decision of the annual General meeting of shareholders dd. 01.07.2015 included:
By the decision of the annual General meeting of shareholders dd. 21.06.2016 the Board of Directors comprises:
As of 31.12.2016 the Board of Directors acts on the basis of the decision of the extraordinary general meeting of shareholders dd.19.10.2016. Members of JSC ASE EC Board of Directors are:
As of 16.04.2017 members of JSC ASE EC Board of Directors are:
The members of JSC ASE EC Board of Directors neither have shares in the authorized capital of JSC ASE EC nor hold shares of JSC ASE EC. During the reporting period there were no transactions on JSC ASE EC shares acquisition or carve-out by the BoD members.
No assessment of Board of Directors performance on economic, ecological and social results did not held.
JSC ASE EC Boards of Directors does not have committees in its structure.
DATE AND PLACE OF BIRTH: 17.12.1971, MoscowEDUCATION:
DATE AND PLACE OF BIRTH: 15.02.1985, MoscowEDUCATION:
DATE AND PLACE OF BIRTH: 22.09.1971, Sverdlovsk (now – Ekaterinburg)EDUCATION:
DATE AND PLACE OF BIRTH: 19.10.1960, KharkovEDUCATION:
DATE AND PLACE OF BIRTH: 21.04.1981, Leningrad (now Saint-Petersburg)EDUCATION:
JSC ASE EC Boards of Directors does not have committees in its structure.
In 2016, the Board of Directors held 34 meetings.
No specific measures to develop and enhance the collective knowledge of members of the supreme governing body in relation to the economic, environmental and social issues are taken in JSC ASE EC (GRI 102-27).
(GRI 102-31, 102-34) The Board of Directors of JSC ASE EC does not participate in the analysis of effectiveness of the organization's risk management practices related to economic, environmental and social issues and does not analyze the economic, environmental and social risks and opportunities. The responsibility for these matters is assigned to the relevant departments.
Certain consultations between stakeholders and Board of directors did not held.
There are no independent directos in the Board of Directors.
The Investment Committee of the Engineering Division was established on 17.07.2014 in order to elaborate agreed decisions on investment solutions within the established scope of responsibility and to ensure implementation control of investment projects of organizations and structural subdivisions included in the Division.
The Investment Committee is a permanent collective body that implements principles of the unified industrial investment policy of ROSATOM. The Investment Committee functions within the authorities delegated by ROSATOM Investment Committee and is subordinate thereto.
The authorities of the Engineering Division Investment Committee:
In 2016 14 meetings by correspondence were held, 137 issues were considered.
Joint strategic committee of JSC ASE EC, JSC ASE and JSC Atomenergoproekt was established on 09.06.2015 in order to improve the process of the strategy management and implementation, as well as to develop the Engineering Division business.
The Strategic Committee is a permanent collective representative body authorized to make and approve decisions within its competence.
In its activity the Strategic Committee is subordinate to the President of JSC ASE EC.
The Strategic Committee competence:
Registered ordinary shares with the nominal cost of 1 (one) ruble each totaling to 500,001,877 (five hundred million one thousand eight hundred and seventy seven) rubles are placed by JSC ASE EC.
All shares are placed uncertificated by means of closed subscription.
As of December 31, 2016, the authorized capital of the Company amounted to RUB 500,001,877.
According to the assessor’s report dd. 09.08.2016 the market value of one registered ordinary share amounted to 14.1 rubles.
|JSC ASE EC||1,343.40||1,451.12||1,285.71||–||–|
(GRI 102-5) Joint Stock Company “Nuclear power generation complex (JSC Atomenergoprom)” and Joint Stock Company “Atomstroyexport” (JSC ASE) are shareholders of JSC ASE EC.
As of 01.01.2016 the shares were distributed as follows: JSC Atomenergoprom owned 51 % of shares, JSC ASE – 49 % of shares in the authorized capital of JSC ASE EC. Since 28.12.2016 in the result of the transaction on purchase and sale of shares, shareholders’ interest changed as follows: JSC Atomenergoprom owned 27.2 % of shares, JSC ASE – 72.8 % of shares.
No dividend payment policy in JSC ASE EC was approved.
The procedure of payment of dividends in JSC ASE EC is regulated by the Articles of Association. In accordance with the Articles of Association, pursuant to the results of the first quarter, half-year period, nine-month period of the financial year and/or financial year, the Company is entitled to make decisions on payment the dividends on the shares placed unless otherwise is specified by the Federal Law “On Joint Stock Companies”. The decision on payment of dividends pursuant to the results of the first quarter, half-year period, nine-month period of the financial year can be made within three months upon completion of the corresponding period. Decisions (announcement) on payment of dividends, including the decisions on the amount, procedure, form and terms thereof, shall be made by the General Meeting of Shareholders. Besides, the amount of dividends shall not exceed the one recommended by the JSC ASE EC Board of Directors.
Based on the financial and economic activity results of 2015, at the annual General meeting of shareholders dd. 21.06.2016 the decision was made that no dividends shall be announced or paid following the results of 2015.
(GRI 102-35, 102-36, 102-37) The decision on remuneration payment to members of the Board of Directors is made at the General meeting of shareholders.
According to the resolution of the General meeting of shareholders, the members of the Board of Directors during their obligations performance may receive remuneration and/ or reimbursement of expenditures related to performance of their functions as members of the BoD. Amounts of such remuneration and compensations are defined by the decision of the General meeting of shareholders. Following the JSC ASE EC Board of Directors working results in 2016, the General meeting of shareholders did not take such decisions, therefore, no remuneration was accrued and paid to the members of the Board of Directors.
For the remuneration of the President – see the results of HR policy implementation.
Internal control in the Engineering Division is represented by the internal control system built-into all business-processes, as well as by the Internal Control and Audit Division. There is no audit committee in JSC ASE EC.
The Internal Control and Auditing system is arranged and functioning in compliance with the Policy in the field of ROSATOM and its organizations internal control. The Internal Control and Audit is conducted by Internal Control and Audit Service (hereinafter referred to as – IC&A) acting on the basis of the Service Regulation.
The primary goal of IC&A is a constant improvement of efficiency and reliability of the internal control system in JSC ASE EC and ROSATOM organizations in relation to which IC&A carries out control according to requirements of the RF legislation, regulatory state authorities and international standards.
One of the key IC&A objectives is an independent assessment of risks to achieve operating goals in JSC ASE EC, its subsidiaries and organizations within its management area. The risks identified following the audit and other control actions results are reported by IC&A to JSC ASE EC President, the audit customer or the owner of the auditing business-process, attaching the developed list of corrective measures.
The following was made by IC&A in 2016:
Growth of people brought to disciplinary responsibility is caused by the increase of number and quality of control activities conducted, as well as by broadening of the list of issues included in the inspection programs.
|Organization||2014||2015||2016||Δ 2016–2015, %|
|JSC ASE EC||–||37||56||51|
|Trest RosSEM LLC||2||–||13||100|
within the Division
|JSC ASE EC||2||6||2||2||-67||4|
|Trest RosSEM LLC||1||1||1||1||0||1|
within the Division
(GRI 102-17) The employees of the Division were informed of the possibility to inform publicly or anonymously regarding the facts of corruption offences under “Hot Line” channels of specialized communication or by electronic mail to the address of JSC ASE EC asset security subdivision, as well as in writing through the “Confidence Boxes” located in central offices, branch offices and representative offices of JSC ASE EC. Any employee of JSC ASE EC, as well as representative of the other organization is provided with the possibility to inform of any data regarding corruption cases.
In 2016, no corruption cases were revealed in the Engineering Division.
(GRI 102-25) In order to prevent the conflict of interests and to manage them, JSC ASE EC approved the Anti-corruption Policy of JSC ASE EC. In the reporting year, there were no conflicts of interests in JSC ASE EC.
JSC ATOMPROEKT corporate structure comprises the supreme management body – the Sole Shareholder – JSC Atomenergoprom (100 % of shares) and the sole executive body, the functions of which are performed by JSC ASE EC managing company. The Board of Directors was not established, due to this the BoD functions are fulfilled by the General Meeting of Shareholders. No other collegiate executive bodies were established.
The authorized capital of JSC ATOMPROEKT, as per the Articles of Association, amounts to 1,233,576,578.00 rubles, which is divided into 1,233,576,578 registered ordinary non-documentary shares with the nominal cost of 1 ruble each.
JSC ATOMPROEKT has neither subsidiaries no shares in the authorized capital of other organizations. Dividends payment procedure is regulated by JSC ATOMPROEKT Article of Associations. No dividends were paid in the reporting period.
There were no conflicts of interests in JSC ATOMPROEKT in the reporting period.
In 2016 JSC ATOMPROEKT made transactions that were of the shareholder’s (JSC Atomenergoprom) interest, however according to the Federal Law “On Joint Stock Companies”, such transactions of interest are not subject to approval.
No major transactions were made by JSC ATOMPROEKT in the reporting period.
According to the Articles of Association, the supreme management body of JSC ASE is the General Meeting of Shareholders. JSC ASE Board of Directors carries out general management of JSC ASE activity. A function of the sole executive body (the President) is fulfilled by JSC ASE EC which obligations include management of JSC ASE current activity. The President is subordinate to the Board of Directors and the General Meeting of Shareholders.
JSC ASE placed registered ordinary non-documentary shares with the nominal cost of 10.90/91 rubles each in the amount of 31,854,080 pieces for a total amount at a nominal value of 350,044,835.15/91 rubles. The sole shareholder of JSC ASE is ROSATOM (100 % shares). Dividends policy regulation in JSC ASE was not developed and approved. No dividends on shares were announced or paid in the reporting period.
During 2016 there were three groups of the Board of Directors’ members.
From 01.01.2016 to 20.06.2016:
From 20.06.2016 to 08.09.2016:
The Board of Directors held 17 meetings in the reporting period. No committees or commissions were established at the Board of Directors. No remuneration was paid to the Board of Director’s members.
No conflict of interests in the reporting period occurred.
Provisions of the Federal law “On Joint Stock Companies” regarding interested-party transactions have not been applied to JSC ASE.
Five major transactions were made in the reporting period. Information on four major transactions are not disclosed since it contains restricted or confidential information.
According to the Articles of Association the supreme management body of JSC Atomenergoproekt is the General meeting of shareholders. JSC Atomenergoproekt Board of Directors carries out general management of JSC ASE activity. A function of the sole executive body (the President) is fulfilled by JSC ASE EC whose obligations include JSC Atomenergoproekt current activity management. The President is subordinate to the Board of Directors and the General meeting of shareholders.
JSC Atomenergoproekt placed ordinary shares in the number of 1,547,504,159 pieces, with the nominal cost of 1,547,504,159 rubles. JSC ASE (100 % minus 1 share) and JSC ASE EC (1 share) are shareholders of JSC Atomenergoproekt. Dividends policy regulation in JSC Atomenergoproekt has not been developed and approved. No dividends on shares have been announced or paid in the reporting period.
During 2016 there were two groups of the Board of Directors’ members.
From 30.06.2015 to 29.06.2016:
The Board of Directors held 22 meetings in the reporting period. No committees or commissions have been established. No remuneration has been paid to the Board of Director’s members.
No conflict of interests in the reporting period was occurred.
In 2016 JSC Atomenergoproekt made transactions that were of the shareholder’s (JSC ASE EC and JSC ASE) interest, however according to the Federal Law “On Joint Stock Companies” such transactions of interest are not subject to approval.