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Corporate governance

The General Shareholders Meeting is the supreme governance body of PJSC “Quadra – Power Generation”.

The competence of the General Shareholders Meeting shall include the following items:

  • amending of the Charter and supplementing thereof or approval of the revised Charter;
  • reorganization of PJSC “Quadra – Power Generation”;
  • liquidation of PJSC “Quadra – Power Generation”; appointment of the liquidation commission and approval of interim and final liquidation balance sheets;
  • determination of the quantity, par value, category (type) of declared shares and the rights provided by these shares;
  • increase in the charter capital of PJSC “Quadra – Power Generation” by way of increase in the par value of shares or by way of placement through public subscription of the shares, which exceed 25 (twenty-five) percent of the ordinary shares placed earlier;
  • reduction of PJSC “Quadra – Power Generation’s” charter capital by way of reduction of the par value of shares through acquisition by the Company of a part of shares in order to reduce their total number, as well as by way of repayment of the shares acquired or redeemed by PJSC “Quadra – Power Generation”;
  • fractioning and consolidation of PJSC “Quadra – Power Generation’s” shares;
  • decision-making on placement by PJSC “Quadra – Power Generation” of bonds convertible into shares and other issue securities convertible into shares;
  • election of the members of the Board of Directors and early termination of their powers;
  • election of the members of the Company’s Internal Audit Commission and early termination of their powers;
  • approval of the Auditor;
  • decision-making on the transfer of powers of the PJSC “Quadra – Power Generation’s” sole executive body to the management entity (managing director) and early termination of the powers of the management entity (managing director);
  • approval of the annual report, annual accounting statements, including income statements of PJSC “Quadra – Power Generation” (accounts of profit and loss), and distribution of profit (including payment (declaring) of dividends, except for the profit distributed as dividends following the results of the first quarter, half of a year, nine months of a financial year) and loss of PJSC “Quadra – Power Generation” following the results of a financial year;
  • payment (declaring) of dividends following the results of the first quarter, half of a year, nine months of a financial year;
  • definition of the procedure for holding the General Shareholders Meeting;
    decision-making on approval of transactions in the cases envisaged by Article 83 of the Federal Law “On Joint Stock Companies”;
  • decision-making on approval of large transactions in the cases envisaged by Article 79 of the Federal Law “On Joint Stock Companies”;
  • decision-making on participation in holding companies, financial and industrial groups, associations and other unions of for-profit entities;
  • approval of the internal documents regulating the activities of the bodies of PJSC “Quadra – Power Generation”;
  • decision-making on payment of remuneration and/or compensation to the members of the Internal Audit Commission, definition of the amount of such remuneration and/or compensation;
  • acquisition of the placed shares by PJSC “Quadra – Power Generation” in the cases envisaged by the Federal Law “On Joint Stock Companies”;
  • decision-making on payment of remuneration and/or compensation to the members of the Board of Directors, definition of the amount of such remuneration and/or compensation;
  • addressing other issues envisaged by the Federal Law “On Joint Stock Companies”.

The members of the Board of Directors of JSC “Quadra – Power Generation” are elected by the General Shareholders Meeting for the period before the following annual general shareholders meeting.

The number of the members of the Board of Directors equals 9 (Nine) people.

The current membership of the Board of Directors was elected by the annual General Shareholders Meeting on 23 June 2017.

Human resources and remuneration committee

Chairperson of Committee

  • Sergey Podsypanin — Director of the Legal Directorate of LLC “Group ONEXIM”.

Members of Committee

  • Aleksander Zubkov — Investment Manager of LLC “ONEXIM Group”.
  • Andrey Kononov — Head of Department of corporate governance standards of LLC “ONEXIM Group”.

Audit committee

Chairperson of Committee

  • David Alexander Hurn — Managing Director of the representative office of the limited liability company “Specialized Research Limited”.

Members of Committee

  • Aleksander Zubkov — Investment Manager of LLC “ONEXIM Group”.
  • Sergey Tazin — President of Sitka Corporation.

The Company’s current activity management is performed by the sole executive body – General Director, and collegial executive body – Management Board. The executive bodies are accountable to the Board of Directors and General Shareholders Meeting.

The current membership of the Internal Audit Commission was elected on 23 June 2016 by the annual General Shareholders Meeting of JSC “Quadra – Power Generation”:

  • Alevtina Abramova — Chief of Iinternal Audit Division of PJSC “Quadra – Power Generation”,
  • Anastasiya Muller-Holthuzen — Deputy Chief of the Corporate Structures Administration of LLC “ONEXIM Group”,
  • Alexandra Filippenko — Main Specialist of the Book Keeping and Reporting Administration of LLC “ONEXIM Group”,
  • Aleksander Pobedash — Director of the Investment Control Department of PJSC “Quadra – Power Generation”,
  • Irina Yushina — Main Specialist of the Book Keeping and Reporting Administration of LLC “ONEXIM Group”.

The competence of the Internal Audit Commission, procedure for its activities, convening, holding of meetings and decision-making by the Internal Audit Commission, duties of members of the Internal Audit Commission are defined by the following internal documents: