Remuneration and compensation

Payment of Remuneration to members of the Board of Directors

In accordance with paragraph 2 of Article 64 of the Federal Law "On Joint-Stock Companies", the decision on the payment of remuneration to members of the Company's Board of Directors can be made only by the General Meeting of Shareholders or by approving a provision governing the procedure for paying such remuneration or by making a decision on the payment of remuneration by the General Meeting of Shareholders of the Company.

Since May 30, 2019, the Company has the revised Regulation on payment of remuneration and compensation to members of the Board of Directors of IDGC of Centre, approved by the Annual General Meeting of Shareholders on May 30, 2019 (Minutes No. 01/19 of May 31, 2019).

From June 25, 2015, the Company had the revised Regulation on payment of remuneration and compensation to members of the Board of Directors of IDGC of Centre, approved by the Annual General Meeting of Shareholders on June 25, 2015 (Minutes No. 01/15 dated June 26, 2015).

Earlier, until 25.06.2015, the Regulation on the payment of remuneration and compensation to members of the Board of Directors of IDGC of Centre, approved by the Annual General Meeting of Shareholders on May 31, 2008 (Minutes No. 01 of June 3, 2008), was in force. 

Criteria for remuneration to members of the Board of Directors

From 25.06.2015
Until 25.06.2015
Until 30.05.2019

Type of remuneration

Criteria and conditions of calculation

1. For participation in the Company’s Board of Directors

Calculation under the formula:

S (1) = Rbase ×100/130 (n / m),

Rbase – the base part of remuneration, proceeding from revenue under RAS for fiscal year;

n – quantity of sessions of the Board of Directors, in which each member of the Board of Directors participated in the period between AGM;

m – total quantity of sessions of the Board of Directors in the period between AGM

Rbase depends on the size of revenue under RAS for fiscal year:

- over 200 bln RUB = 1 000 000 RUB

- over 30 bln RUB = 900 000 RUB

- over 10 bln RUB = 800 000 RUB

- over 1 bln RUB = 700 000 RUB

- over 600 mln RUB = 600 000 RUB

- below 600 mln RUB = 500 000 RUB

Allowances:

+ 30 % - Chairperson of the Board of Directors

+ 20 % - Chairperson of a Committee of the Board of Directors

+ 10 % - Members of a Committee of the Board of Directors

Condition:

Total amount of remuneration may not exceed Rbase

2. For increase in the market capitalization of the Company

0,0175 % of gain in the market capitalization of the Company, calculated for the period from the election of members of the Board of Directors until the election of new members of the Board of Directors

Condition:

may not exceed 5% of net profit under RAS received in the fiscal year

Type of remuneration

Criteria and conditions of calculation

1. For participation in meetings of the Board of Directors

5 minimum monthly tariff rates at correspondence meetings

10 the minimum monthly tariff rates at in-person meetings

+ 50% - Chairperson of the Board of Directors

2. Additional remuneration (paid if the member of the Board of Directors participated in more than 50% of held meetings (from his or her election to the date of termination of powers):

2.1. For net profit according to the annual financial statements approved by the AGM

Calculated on the basis of:

- net profit for the year according to annual accounting statements, approved by AGM;

- number of members of the Board of Directors in accordance with the Articles of Association of the Company;

- number of meetings held in the year in which a member of the Board of Directors participated

Chairperson of the Board of Directors is paid remuneration by a factor of 1.5

It may not exceed the salary of General Director determined by the Board of Directors:

- more than 5 times for Member of the Board of Directors;

- more than 7 times for Chairperson of the Board of Directors

2.2. For increase in the market capitalization of the Company during the work at the Board of Directors

0,0175 % of gain in the market capitalization of the Company, calculated for the period from the election of members of the Board of Directors until the election of new members of the Board of Directors of the Company

Average monthly volume of transactions in ordinary shares of the Company on the stock exchange shall not be less than 1.5 mln RUB for a term of office of members of the Board of Directors remunerated

It may not exceed the salary of General Director determined by the Board of Director more than 5 times

Type of remuneration

Criteria and conditions of calculation

For participation in the Board of Directors of the Company 

Calculation according to the formula:

S (1) = Rbase/4 ×100/130 (n/m), where

 

S (1) – the amount of quarterly remuneration for participation in the Company's Board of Directors;

Rbase – the size of the base annual remuneration, determined in the manner prescribed by paragraph 5.4. of this Regulation;

n – the number of meetings of the Board of Directors in which the member of the Board of Directors took part in the reporting quarter;

m – the total number of meetings of the Board of Directors (regardless of the form of their holding) in the reporting quarter10 the minimum monthly tariff rates at in-person meetings

Rbase depends on the amount of revenue under RAS for the year:

- over 200 bln RUB = 3 000 000 RUB

- over 70 bln RUB = 2 700 000 RUB

- over 30 bln RUB = 2 200 000 RUB

- over 10 bln RUB = 1 600 000 RUB

- over 1 bln RUB = 1 000 000 RUB

- over 600 mln RUB = 800 000 RUB

- less than 600 mln RUB = 600 000 RUB

Surcharges:

+ 30 % - Chairman of the Board of Directors

+ 20 % - to the chairman of a committee of the Board of Directors

+ 10 % - members of a committee of the Board of Directors

Condition:

Total remuneration cannot exceed ¼ of the Rbase

Amount of remuneration paid

2017 2016 2015 2014 2013 2012