JSC Atomenergoprom Annual Report slide image

JSC Atomenergoprom Annual Report

JSC ATOMENERGOPROM / ANNUAL REPORT / 100 7 GOVERNANCE SYSTEM Engagement on operational matters in certain areas of operations of the said organisations based on the regulations adopted in ROSATOM and its organisations. 7.1. CORPORATE GOVERNANCE Objectives, principles and mechanisms of corporate governance JSC Atomenergoprom exercises its shareholder powers with regard to organisations in the nuclear industry in accordance with the applicable Russian corporate legislation in order to ensure that corporate procedures established in JSC Atomenergoprom are followed in a timely manner and to the required standard. Since ROSATOM holds 100% of voting shares in JSC Atomenergoprom, the shareholder's decisions with regard to organisations in the Russian nuclear power sector are aligned with ROSATOM's position. JSC Atomenergoprom's actions with regard to organisations in the nuclear industry are aimed at improving their performance in order to help to achieve the strategic goal of ROSATOM, namely to ensure the security and competitiveness of the Russian Federation. The corporate governance system in the nuclear industry is currently underpinned by the following key principles: - - Standardisation of governance in the organisations in the Russian nuclear power and nuclear weapons sectors, organisations of various legal forms specialising in nuclear and radiation safety, nuclear science and technology and personnel training, with due regard to the special characteristics of each enterprise and organisation; Removing non-operating and inactive companies from the nuclear industry and eliminating redundant corporate ownership levels; Avoiding excessive expansion of the area of competence of corporate governance bodies of nuclear organisations and transferring a number of 'optional' issues to the level of cooperation between them based on regulatory documents adopted in the industry with regard to various groups of business processes; A division-based management model within the civilian part of the nuclear industry, which involves creating core business divisions of JSC Atomenergoprom (e.g. the Mining, Fuel, Mechanical Engineering and Power Engineering Divisions), as well as a number of business incubators and functional industry organisations whose holding companies own/manage various organisations in the nuclear industry, depending on their areas of business. Key corporate governance mechanisms include the following: - Performance of corporate governance functions with regard to nuclear organisations within the scope of powers of an asset owner or a shareholder/member, as stipulated by applicable legislation of the Russian Federation; GRI 2-10 Governing bodies Board of Directors of JSC Atomenergoprom41 The Board of Directors is elected by the General Meeting of Shareholders for a period until the next Annual General Meeting of Shareholders, with the number of Board members to be determined by the General Meeting of Shareholders but totalling no less than five members 42. GRI 2-9 Between 1 January 2022 and 31 December 2022, the Board of Directors of JSC Atomenergoprom GRI 2-11 consisted of seven members: Ekaterina Lyakhova (Chair of the Board of Directors, Deputy Director of Atomenergoprom); 1. 2. Yulia Vrzhesen; 3. Kirill Komarov; 4. Vladislav Korogodin; 5. Anna Miroshnichenko; 6. Natalia Plotnikova; 7. Ilya Rebrov. Out of the seven members of the Board of Directors, three are the Company's employees, while four are not the Company's employees. Members of the Board of Directors own no shares in the Company. Tenure of the members of the Board of Directors Gender composition of the Board of Directors Age of the members of the Board of Directors 14% 29% 2022 57% 29% 43% 2022 2022 57% 71% 1 year 2-10 years Men Women 50+ 30-50 More than 10 years GOVERNANCE SYSTEM 42. https://atomenergoprom.ru/u/file/ustav.pdf 41. Information on the composition of the Board of Directors and the Regulations on the Board of Directors are available at: http://atomenergoprom.ru/ru/corp/ manag/, http://atomenergoprom.ru/u/file/pologen_sd_260421.pdf GOVERNANCE SYSTEM JSC ATOMENERGOPROM / ANNUAL REPORT / 101
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