www.fsk-ees.ru
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15
Annual Report
Annual Report
2015
Federal Grid Company is a Russian energy company that provides
electricity transmission services through the Unified National Electric Grid.
In this type of business, the Company is a natural monopoly.
The bulk of our revenue is generated through tariffs for electricity
transmission that are approved by the Federal Anti-Monopoly Service.
Our major consumers are regional distribution companies, sales
companies and large industrial enterprises.
CHANGE OF COMPANY NAME
On June 26 2015, the Annual General Meeting of Federal Grid Company resolved to approve a revised
version of the Articles of Association, according to which Open Joint-Stock Company ‘Federal Grid
Company of Unified Energy System’ has been renamed into Public Joint-Stock Company ‘Federal Grid
Company of Unified Energy System’.
In the text of this Annual Report, Public Joint-Stock Company ‘Federal Grid Company of Unified Energy
System’ is also referred to as: PJSC FGC UES, JSC FGC UES (former name until 07 July 2015), Federal
Grid Company, Federal Grid, the Company.
The Annual Report has been preliminary approved by the Board of Directors of Federal Grid Company,
Minutes No. 322 dated 27 May 2016
The Annual Report was approved by the Annual General Meeting of Shareholders on 29 June 2016
(Minutes No. 17 dated 04 July 2016)
Chairman of the Management Board A. Murov
OUR MISSION
About the concept of the Annual Report
To ensure reliable operation and development of UNEG that will be
adequate to economic growth, and demonstrate high economic
efficiency and cost minimisation
Core businesses
Managing the Unified National Electric Grid (UNEG)
Providing the electricity transmission and technological
connection services to Wholesale Electricity and Capacity
Market participants
Investing activities in the area of UNEG development
While implementing its strategic priority – providing reliable,
quality and secure energy supply for customers, Federal Grid
Company is taking proactive efforts to improve openness and
transparency of its business, implementing the most effective
management tools, maintaining a constant dialogue with all
stakeholders.
While providing electricity transmission via backbone grids
in 77 regions of Russia, we are involved in addressing the most
important issues of social and economic development of our
country. Therefore, along with objectives to deliver capitalisation
growth and an increase in dividend payout to shareholders, we
do our best to enhance our contribution to the regional economy
development, encourage growth of domestic manufacturing
of electrical equipment, create new and maintain existing jobs,
support educational programmes and be actively engaged
in environmental protection.
This approach allows us to follow the trajectory of sustainable
development and build the future today – for Federal Grid, for
the economy, and for society as a whole.
The core topics of our 2015 Annual Report are
the implementation of the ‘road map’ for introducing key
provisions of the new Russian Corporate Governance Code
in the Federal Grid’s practice and the delivery of the Long-Tern
Development Programme. The implementation of the Code
provisions is aimed at increasing the openness of our Company
for all stakeholders and widening the coverage of its activities.
Lighting up the present
Building the future
Key achievements of the year
by 22%
↓
The accident rate
at the Federal Grid’s
facilities was reduced
by 51.5%
↓
Undersupply of electricity
to consumers was reduced
↓
to 75%
The share of domestic
products in Federal Grid’s
purchases of main electrical
equipment increased
↓
by almost 3.5 times
Net profit for 2015 increased
most important events of the year
The Ministry of Energy of The Russian Federation approved the Federal Grid’s
Investment Programme for the period of 2016–2020 in the amount of RUB471.1 billion
The Board of Directors approved a revised Corporate Governance Code of Federal
Grid Company
Revenue, RuB mln
168,941 173,266
155,352
Adjusted eBItDA,
RuB mln.
net profit (loss), RuB mln
96,297
99,603 103,667
17,870
for shareholders
and investors
RUB1,284*
million of dividends for 2014
million
33
%
of economic value added
* including dividends for 1Q 2014
525.8
of electricity supplied
to customers
billion
kWh
1.1
thousand
km
7.58
thousand
MVA
of transmission lines
commissioned
of transformer capacity
commissioned
for consumers
2.6%
4.1%
5,137
2013
247.9%
2014
2015
for suppliers
and contractors
RUB142.6
allocated for procurement of
equipment, work and services
billion
2013
2014
2015
2013
2014
2015
–25,898
length of electricity
transmission lines, thousand
km
number of substations,
units
transformer capacity of
substations, including leased
substations, MVA
135.1
138.8
139.1
924
931
919
332,009 332,133 334,501
0.22%
0.75%
0.71%
2013
2014
2015
2013
2014
2015
2013
2014
2015
Tabulated details on financial and non-financial highlights for 2010–2015 are available in section
ADDITIONAL INFORMATION of the Annual Report
investment highlights of federal grid c ompany
• Federal Grid Company is a monopoly operator for
• Federal Grid is a unique infrastructure company that
managing and developing the Unified National Electric Grid
provides reliable and uninterrupted electricity transmission
through backbone electric grids in the Russian Federation
electricity transmitted via the Company’s grids
• More than a half of all energy consumption in Russia is of
• A customer-oriented approach that ensures high standards
of customer services and stakeholder engagement in order
to maintain sustainability of the long-term development
for employees
23,899
More than 15,000
workplaces created**
employees trained during the year
** Сorresponds to average headcount as at the end of 2015.
for the state and
society as a whole
million
RUB 248
of environmental costs
and investments
RUB 23.5
billion
of tax payments
• Continuous investments in modernisation and expansion
of the electric energy infrastructure based on advanced
innovative technologies
• Federal Grid is included in a list of systemically important
organisations of strategic importance to Russia
• Federal Grid is a public company whose securities are
traded on Russian and foreign stock markets, including
the Moscow Stock Exchange and the London Stock
Exchange
8 statement from the Chairman of the Board of Directors
10 Interview with the Chairman of the Management Board
CORPORATE GOVERNANCE REPORT
gOvernance system
cOntrOl system
DisclOsure
ADDITIONAL INFORMATION
142 Corporate governance structure
144 Board of Directors
164 Management Board
173 Corporate secretary
175 Audit Commission and Auditor
177 Internal control
180 Internal audit
182 Risk factors
200 security
202 Anti-corruption activities
205 Information policy
209 Investor relations
212 Key Performance Indicators
214 Disclaimer
215 Contacts
216 Glossary
Our operating results are disclosed in the context of
value creation for all stakeholders through consistent
implementation of our mission and strategy based on the
efficient use of various types of capital
APPENDICES
In electronic format and on our website at http://www.fsk-ees.ru/eng/
Contents
ABOUT FEDERAL GRID COMPANY
GOVERNANCE AND DEVELOPMENT
14 Key events of the year
18 Geography
20 structure
22 Business model
26 strategic management
37 Corporate governance
42 Risk management
47 Financial management
PERFORMANCE – CAPITAL MANAGEMENT
Productive capital
Operating
perfO rmance
Financial capital
management’s DiscussiOn
anD analysis
50 electricity transmission
52 technological connection
55 Improving reliability
60 Development of communication networks and It systems
64 Procurement
70 Investing activities
79 energy saving and energy efficiency
82 overall review
89 Cash flow
90 Financial position
93 tariff Regulation
99 Borrowed Capital
99 Debt portfolio
101 Credit ratings
102 Share Capital
102 share capital structure
104 trading in securities
108 Dividend policy
Intellectual capital
innOvative DevelOpment
Human capital
sOcial respOnsibility
Natural capital
110 Innovative development programme
113 smart grid
114 R&D
117 HR policy
124 social policy
130 Health and safety
envirO nmental prOtectiOn
134 environmental impact management system
Forward Movement towards
the Future
8
DEAR Sh AREhOLDERS,
Federal Grid Company demonstrates consistent
improvement of its financial and operating
performance for the third year in succession: accident
rate is declining; investment programme has been
implemented on time; the Company becomes more
efficient and, as a result, more sustainable in financial
terms. I would like to say that several targets of the
Development Strategy for the Russian Electric Grid
Complex were met ahead of schedule, particularly in
terms of cost-cutting.
Much progress has been achieved in the development
of the Unified National Electric Grid. The capacity
delivery from the third power generating unit of
Rostov Nuclear Power Plant to Kuban power system
was completed, and capacity was delivered from
four hydropower plants in Chelyabinsk, Sverdlovsk
and Vologda oblasts and Krasnoyarsk Krai. Federal
Grid Company’s main customers include the
largest mining and manufacturing corporations.
The Company contributes to the building of power
supply infrastructure for Vankor field in Yamal-Nenets
Autonomous Okrug, the Caspian Pipeline System,
Long-Term Development
Programme of Federal
Grid Company is aimed at
maintaining and developing
the Unified National Electric
Grid – a backbone electric grid
infrastructure for ensuring
economic growth in Russia and
uninterrupted energy supply for
consumers throughout the country
StAtEMENt FROM tHE CHAIRMAN
oF ThE BoARD oF DIRECToRS
Vostochny Spaceport, electricity supply to Baikal-Amur
and Transsiberian railways, and in many other projects
that we can call unique without exaggeration.
the commissioning of power transit via Kurgan-
Vityaz-Voskhod that connects UES Siberia and UES
Ural deserves particular attention. It was built on
instructions from the Russian Government in order to
strengthen the integrity of the national energy system.
Given the volatile market situation and the current
trends and challenges, Federal Grid Company
benefited from the Long-Term Development
Programme that had been drafted in a timely way
and approved by the Government of the Russian
Federation in 2014. The programme helped to identify
possible impacts of macroeconomic changes on the
Company’s operations in advance, and to adjust the
key operational vectors.
I would particularly like to highlight the results that we
achieved in the first year of our import substitution
programme: the share of procurements from domestic
producers increased by almost twofold and reached
75%. The Company assesses localisation of production
of its key suppliers by using its own methodology.
As for corporate governance, Federal Grid
Company made major revisions of its Articles
of Association, Corporate Governance Code and
key internal documents that regulate governance
bodies. This revision was made in accordance with
recommendations outlined in the Russian Corporate
Governance Code and Listing Rules of the Moscow
Stock Exchange. The position of Corporate Secretary
was established to ensure effective engagement
of all stakeholders. Annual performance evaluation
of the Board of Directors is made by an external
Understanding the
importance of improving
corporate governance in
order to make the Company
more effective and attractive
for investors, we make sure
that the best standards are
implemented at all levels of
management in the Company.
Corporate governance in Federal
Grid Company is based on the
principles of transparency,
accountability, fairness and
responsibility
independent consultant. The new tools should improve
performance and strengthen customer and investor
confidence in the Company.
9
Close co-operation of the Board members and the
Company’s management helped to create a truly
synergetic effect. By coordinating our perspectives
and combining diverse skills and expertise we
managed to improve the results for shareholders,
the State, counterparties and the Company itself.
I strongly believe that a balance between ensuring
the reliable operation of UNEG, economic and
management efficiency will help Federal Grid
Company to demonstrate positive momentum and
remain a significant infrastructure company in the
national economy.
Vyacheslav Kravchenko
Chairman of the Board of Directors
Meet Expectations of Customers,
Shareholders and Employees
we achieved one of the best net profit figures in the
industry. Net profit under RAS increased by 3.5 times
and reached RUB17.9 billion. Net profit under IFRS
reversed the negative trend and amounted to RUB44
billion. The operating costs were reduced by 40%
relative to the 2012 reference year. Labour productivity
increased by 21.5%. The Company paid dividend for
the first time in three years in 2015, and we intend to
increase the dividend yield further.
the main vector in our work was and is the
improvement of operational excellence (i.e. reliability,
quality of repairs) and financial efficiency.
– In 2015, Federal Grid Company made a transition to
payment for actual capacity by the customers. How did
it affect the Company and its customers
– Customers that are connected directly to the
Company’s grids were able to reduce the costs
substantially after the transition was made to
payment for actual capacity. of course, cash flows
from electricity transmission have reduced. But the
Company’s total revenues increased because we
received the fee for technological connection.
our direct customers now have the best terms and
conditions in the industry, given that the indexation
of the Company’s tariff for electricity transmission is
several times lower than the inflation rate.
– What are the outcomes of the first year of the
Company’s Long-Term Development Programme?
– The Long-Term Development Programme for
Federal Grid Company was the first among similar
programmes for natural monopolies which the
Government of the Russian Federation approved.
The Company has been developing in accordance
with the underlying principles of the Programme and
has achieved tangible results. In particular, the cost
reduction targets were more ambitious than those set
in the Development Strategy for the Russian Electric
Grid Complex. As I said, we manage to maintain
outstripping development.
10
Andrey Murov, Chairman of the Management Board of
PJSC Federal Grid Company, answers questions about
the Company’s main outcomes in 2015 and prospects
for the future
– What are Federal Grid Company’s main results in
2015?
– In 2015, Federal Grid Company provided the best
results over the past four years for its customers,
shareholders and employees..
In the first place, we managed to achieve an even
higher level of reliability. The number of accidents at
our facilities was reduced by 17.3% in 2015.
The corporate investment programme has been
implemented in full and on time. The Company
commissioned 7,585 MVA of capacity and more than
1,100 kilometres of electricity transmission lines.
the target of reducing unit investment costs relative
to the 2012 level was met ahead of schedule.
technological connection of customers amounted
to 8.2 GW. Revenues from technological connection
increased by twofold and reached RUB12.4 billion.
The Programme enables us to use new approaches
to the organisation of work, think globally, and improve
communication processes.
INtERVIEw wItH tHE CHAIRMAN
oF ThE MANAGEMENT BoARD
– Have any major amendments been made to
the Company’s investment programme over the past
few years? What are its priorities today?
– the investment programme should reflect the
actual needs of the economy. Of course, changes
in the macroeconomic environment in late 2014
did require amendments to investment plans. The
amount of funds for the programme was reduced,
particularly because the construction of some
facilities was postponed.
the investment programme for 2015 amounts
to RUB85.9 billion. Its key priorities are to maintain
UNEG reliability, provide uninterrupted power supply
to customers, and ensure high quality and accessibility
of services for electricity transmission and
technological connection. We also pay close attention
to synchronisation of the development programmes
with the generating facilities and distribution grids.
By 2020, we will have to implement major projects
of national significance, such as energy supply to
Baikal-Amur and Trans-Siberian railways, ESPo and
Power of Siberia pipelines, connection of industrial and
social facilities in Siberia and the Russian Far East, and
strengthening of ties between UES North-West and Centre.
– How does innovative development in Federal Grid
Company progress?
– Implementation of state-of-the-art technologies
and methods of operational organisation is a
guarantee of high reliability and payoff of the electric
grid infrastructure. We focus on cooperation with
industrial enterprises, development institutions,
research think-tanks, institutions of higher education,
foundations, small and medium-sized businesses.
Joint tests of new technical solutions are conducted
at our facilities and testing grounds. In 2015, with
participation of Federal Grid Company, 30 patents
were received for inventions and useful models, and
22 corporate standards were drawn up.
Federal Grid Company is proactively co-operating
with CIGRE, the most reputed international industry
association. This helps to take into account the global
technological trends better, and promote Russian
producers on the world innovations market.
– What does placing Federal Grid Company
on a sustainable development trajectory mean for the
company?
– We try to find a balance between reliability,
economic and environmental effectiveness
and sustainable development objectives in our
operations: increase energy efficiency and industrial
safety; minimise impact on the environment; build
responsible hR management practices; and factor in
the interests of stakeholders.
Since 2008, Federal Grid Company has published
annual reports on social responsibility and
corporate sustainability prepared in accordance with
international standards for non-financial statement
disclosure.
– Federal Grid Company has been implementing
advanced and effective tools of corporate governance.
What relevance do these tools have for the Company’s
development?
– Implementation of best corporate governance
practices is a factor of the Company’s investment
attractiveness and capitalisation growth. we develop
a productive dialogue between governance bodies
and use the KPI system in the Company. of course,
the overall effectiveness of our work does depend on
proper management arrangements.
– What will be the Company’s most important
objectives in 2016?
– the key value is to meet the high expectations of
our customers, shareholders and employees. This
means that we should always leave the comfort zone
and move forward.
Our customers should receive high-quality services
on competitive terms. Federal Grid Company must
implement its investment programme on time, in
particular, projects of national importance. At the
same time it is important to maintain financial viability,
improve efficiency further, and increase dividend yield
for our shareholders.
Federal Grid Company’s entire team focuses on the
highest possible results, and I would earnestly like
to thank our team. of course, our cooperative trust-
based relations with our customers, shareholders and
partners help us very much.
I am sure we will be able to maintain leadership in
the industry if we move ahead in line with this policy.
Andrey Murov
Chairman
of the Management Board
11
1
tHE PRESENt
ABOUT FEDERAL GRID COMPANY
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Federal Grid Company is a unique infrastructure company that
provides reliable and uninterrupted electricity transmission
through backbone electric grids in the Russian Federation
KEY EVENtS OF tHE YEAR
Development
Strategy
Investment
Programme
Corporate
Governance
Sustainable
Development
January
February
March
April
May
June
2015 EVENtS
The first stage of technical
re-equipment of 220 kV
Soviet-Sosniskaya substation
was completed as part of the
facility supplying electricity
to oil companies in the North
of the Tomsk region.
the international credit
agency Standard &Poor’s
lowered the credit rating of
Federal Grid Company to ‘BB+’
following its downgrade of the
Russian Federation sovereign
credit rating.
14
Following the downgrade
of the Russian Federation
sovereign rating, the Federal
Grid’s credit ratings according
to the scales of two
international credit agencies
was subsequently lowered
one notch to the sovereign
level: to ‘BBB-‘ (Fitch Ratings)
and ‘Ba1’ (Moody’s).
the Consumer Council
discussed with the major
consumers the main
provisions of the Long-term
Development Programme
of Federal Grid Company
for the period of 2015–2019
approved by the Government
of the Russian Federation.
Federal Grid Company joined
the Anti-Corruption Charter of
the Russian Business and was
included in the Consolidated
Register of the parties to the
Charter.
Federal Grid connected one of
the isolated energy regions of
Yamalo-Nenets Autonomous
Okrug and several energy
supply facilities of the Vankor
Field to UNEG.
the Company completed
the construction and
reconstruction of more
than 20 km of sections of
110–500 kV transmission
lines for power delivery
to Novovoronezh NPP-2.
the Company completed the
preparation of UNEG to flood
season of 2015.
A 330 kV Zelenchuk hPP-
Cherkessk in Karachai-
Cherkess Republic was
energised – an energy facility
of 56.3 km in length that
provides power delivery of
the Zelenchuk hPP to the
energy system of the North
Caucasus Federal District
to support the economic
development of the region.
the Annual General Meeting
of Shareholders of Federal
Grid Company resolved to
approve the revised Articles
of Association and several
internal documents and to
pay dividends for 2014 in the
amount of RUB0.0006647883
per share for the total amount
of RUB847.383 million.
15
July
August
September
october
november
December
2015 EVENtS
415 km of fiber-optic network
were commissioned in the
area between the cities of
Surgut and Noyabrsk – the final
section of telecommunication
networks tyumen – Surgut –
Nizhnevartovsk – Noyabrsk
with total length over 2
thousand km, covering more
than 50 of electric grid facilities
in Western Siberia.
Implementation was
completed of the
environmental management
system in accordance with
the requirements of the
international standard ISO
14001:2004 in all branches of
Federal Grid Company, which
has been carried out in stages
since 2011: in the year, the
system was implemented in
Siberia, Western-Siberia, Ural
and Volga branches.
the Ministry of Energy of
the Russian Federation
and the Russian National
Committee of the International
Council on Large Electric
Systems (CIGRE) out
for the strengthening of
positions of national sectoral
research abroad: the head of
Federal Grid, Andrey Murov,
became a President of the
Russian National Committee
of CIGRE.
the Company completed the
total reconstruction of 330 kV
Belgorod – Lebedi overhead
transmission line passing
through the territory of
Belgorod oblast and providing
electricity supply to, among
others, one of the largest
local industrial enterprises –
Lebedinsky GoK.
16
A 500 kV Kurgan-Vityaz-
Voskhod transit line was
commissioned connecting the
IPS of Siberia and Ural through
the Russian territory and thus
strengthening the energy
security of Russia.
The Company’s name JSC
FGC UES was changed into
PJSC FGC UES – Public Joint
Stock Company “Federal Grid
Company of Unified Energy
System”.
A new 220 kV Blagoveschensk –
Varvarovka transmission line
in Amur oblast was put into
operation thus improving
reliability of electricity supply
to Blagoveschensk and its
region.
Preparation of main energy
facilities to winter maximum
loads of 2015–2016 was
completed.
A new 330 kV Parnas
substation was commissioned
in Saint Petersburg providing
electricity supply to the
industrial area Parnas.
Federal Grid acquired a share
in the capital of a newly set
up Analytical Credit Rating
Agency among the other
founders – 27 Russian
companies that are the
leaders in banking, insurance,
metallurgical and other
industries.
The Federal Grid’s Project
on energy saving aimed at
improving energy efficiency
of substations and reducing
losses for own needs was
recognised as one of the best
at the International Forum
ENES 2015 and awarded
a Diploma of the Russian
Ministry of Energy.
the Russian Ministry of
Energy approved adjustments
of the Federal Grid’s
Investment Programme for
2015 and an Investment
Programme for 2016–2020.
The Federal Grid’s
environmental management
system was certified
for the compliance with
the requirements of the
international standard ISO
14001:2004: an independent
audit was conducted during
three months in the Executive
office and four branches –
MES Ural, MES Siberia, MES
Western-Siberia and MES
Volga.
17
EVENTS AFTER ThE REPoRTING DATE
January
February
A meeting was held with the
representatives of designers and
manufacturers of electrical equipment
the Company completed the construction
of approaches of 220 kV transmission lines
from Volgodonsk-2 distribution substation
of Chuvash Republic concerning development
prospects of industrial and innovative potential of
the region for the implementation of the import
substitution programme.
and Kotelnikovo to Rostov NPP, as well as
reconstruction of the existing 220 kV transmission
lines to Gorodskaya-2 substation and Volgodonsk-2
distribution substation.
March
the power transmission capacity was
increased to 220 kV Proton substation
delivering to the FSBI State Scientific
Centre of the Institute of High Energy Physics in
Protvino (Moscow oblast) to provide additional
8 MW for the reconstruction of U-70 proton
accelerator, ranked among the ten largest
accelerators in the world.
Federal Grid took part again in a worldwide
event Earth Hour, in which lighting was
turned off at a number of the Company’s
facilities and administrative buildings throughout the
country. The participation in the event did not affect
the reliability of electricity supply to customers and
security of the Federal Grid’s facilities.
Country-Wide Reliability
our Company operates in 77 Russian regions covering an
area of more than 15.1 million sq. km. The territory in which
the Company’s facilities are located is divided into zones of
responsibility for corporate branches – backbone electric grids
(MES), and their local enterprises (PMES).
18
MeS
noRtH-WeSt
PMES
Bryanskoye
Vyborgskoye
Karelskoye
Leningradskoye
Novgorodskoye
Severnoye
MeS
CentRe
PMES
Valdaiskoye
Verkhne-Donskoye
Volga-Donskoye
Volga-Okskoye
Vologodskoye
Moskovskoye
Priokskoye
Chernozemnoye
309 PTLs
14,400 km
102 SSs
39,983 MVA
243 PTLs
16,660 km
106 SSs.
41,906 MVA
466 PTLs
29,052 km
197 SSs
96,658 MVA
187 PtLs
12 km
88 SSs
32,256 MVA
346 PTLs
12,212 km
144 SSs
27,243 MVA
198 PTLs
13,572 km
84 SSs
36,820 MVA
332 PTLs
23,897 km
MeS
SoutH
PMES
Kaspiiskoye
Kubanskoye
Rostovskoye
Stavropolskoye
Sochinskoye
MeS
VolGA
PMES
Nizhne-Volzhskoye
Sredne-Volzhskoye
Samarskoye
Nizhegorodskoye
MeS
uRAl
PMES
Permskoye
Sverdlovskoye
Yuzhno-Uralskoye
Orenburgskoye
MeS
WeSteRn SIBeRIA
PMES
Vostochnoye
Tsentralnoye
Yuzhnoye
Yamal-Nenetskoye
UNIFIED NATIONAL
ELECTRIC GRID*
Power transmission
lines (PTL)
2,281
units
with voltage up
to 1,150 kV
139.1 thousand km
Substations (SS)
931units
with voltage up
to 1,150 kV
334,501 MVA
* PTLs and SSs the ownership rights to which
have been duly registered for Federal Grid
Company and other owners, including facilities
with 0.4–110 kV voltage but excluding PTLs and
SSs with 10 kW voltage and lower that operate
on the territory of Krasnodar Krai under long-
term lease agreements..
Underpopulated territories with no large
customers – such as Chukotka, Kamchatka,
Magadan oblast, Sakhalin, Nenets Autonomous
okrug and Altai Republic – are not integrated
into UNEG because they do not have economic
conditions necessary for laying electricity
transmission lines and establishing large
substations.
120 SSs
44,915 MVA
MeS
eASt
PMES
Amurskoye
Primorskoye
Khabarovskoye
MeS
SIBeRIA
PMES
Zabaikalskoye
Zapadno-Sibirskoye
Krasnoyarskoye
Kuzbasskoye
Omskoye
Tomskoye
Khakasskoye
GEOGRAPHY
MANAGEMENT OF CROSS-BORDER
ELECTRICITY TRANSMISSION
LINES
Federal Grid Company facilitates
the transit of the Russian electricity
through
electric grids of
11foreign
states
and collects and processes information
about electricity transmission
138
along
cross-border electricity
transmission lines
19
51regional
branches
41 Backbone Electric Grid Enterprises
(PMES)
8
1
1
Backbone Electric Grids
(MES)
Special Purpose Production Centre
“Bely Rast”
technical Supervision
Centre
200 PtLs
16,763 km
90 SSs
14,720 MVA
Federal Grid Company has 51 regional branches
including 8 Backbone Electric Grids (MES), 41
Backbone Electric Grid Enterprises (PMES), Technical
Supervision Centre and Special Purpose Production
Centre “Bely Rast”
Federal Grid Company participates in 26 business
entities that operate in different industries, including
those that support electric grid facilities
Further details about the Company’s branches are
available on the corporate website www.fsk-ees.ru
in the section
About the Company /Branches
Further details on Federal Grid’s subsidiaries
and associates are available in Appendix 7
to the Annual Report
ExECUTIVE OFFICE OF FEDERAL GRID COMPANY
Branches
MES
Centre
MES
North-west
MES
Volga
MES
South
MES
Ural
MES
western
Siberia
MES
Siberia
MES
East
20
PMES
Valdaiskoye
Verkhne-
Donskoye
Volga-Okskoye
Vologodskoye
Moskovskoye
Nizhegorodskoye
Priokskoye
PMES
Bryanskoye
Vyborgskoye
Karelskoye
Leningradskoye
Novgorodskoye
Severnoye
PMES
Nizhne-
Volzhskoye
Sredne-
Volzhskoye
Samarskoye
PMES
Kaspiiskoye
Kubanskoye
Rostovskoye
Stavropolskoye
Sochinskoye
PMES
Permskoye
Sverdlovskoye
Yuzhno-
Uralskoye
orenburgskoye
PMES
tsentralnoye
Yuzhnoye
Vostochnoye
Yamal-
Nenetskoye
PMES
Zabaikalskoye
Zapadno-
Sibirskoye
Krasnoyarskoye
Kuzbasskoye
Omskoye
tomskoye
Khakasskoye
PMES
Amurskoye
Primorskoye
Khabarovskoye
Special Purpose
Production
Centre “Bely
Rast”
Managing subsidiaries and associates
technical Supervision Centre
Subsidiaries, associates and other entities in which Federal Grid Company participates*
100%-owned subsidiaries
75–99%-owned subsidiaries
50–74%-owned subsidiaries
JSC Agency for Forecasting Balances
in Electricity Sector
IT Energy Service, LLC 77.999%
77.999%
JSC Mobile Gas-Turbin Power Plants
JSC Nurenergo 76,999%
JSC tomsk trunk Grids
52,025%
JSC IPS SakRusenergo
50%
JSC Moscow Communications Centre
for Power Industry
Associates and other entities with less than 50% owned by Federal Grid Company
JSC R&D Centre of FGC
JSC Kuban Trunk Grids
48,999%
FGC – Asset Management, LLC
0,01%
JSC Centre for Engineering
and Construction Management of EUS
CJSC North-western Energy Company
49%
JSC Analytical Credit Rating Agency
3,7%
JSC Chitatekhenergo
JSC Energotekhnocomplect 48,99%
Dalenergosetprojekt, LLC 0,005%
JSC Specialized Electric Grid Service
Company of UNEG
JSC Power Institute named after
Krzhizhanovsky 38,239%
PJSC Centreenergoholding 0,0007%
JSC Energostroysnabkomplekt
PJSC INTER RAo 14,075%
JSC Non-Governmental Pension Fund of
Electric Energy Industry 0,001%
Index Energetiki – FGC UES, LLC
JSC testing Ground of Ivanovo HPP
0,826%
CJSC taigaEnergoStroy
0,00001%
Core subsidiaries and associates
JSC EnergoRynok 8,5%
* names of entities are as of 31 December 2015
Managing subsidiaries and associates
Key forms of federal grid company’s
engagement with subsidiaries and associates
• Federal Grid Company’s Board of Directors reviews
issues pertaining to the Company representatives’
position on draft decisions on issues included in
the agendas of GMS and meetings of the boards of
directors (Supervisory boards) of subsidiaries and
associates
• Federal Grid Company contributes to the drafting of
proposals and decision-making by the management
bodies of its subsidiaries and associates through
the Company’s representatives at General Meetings
of Shareholders / Participants and in the boards of
directors (Supervisory boards) of subsidiaries and
associates
• Federal Grid Company’s Management Board
reviews issues of engagement with subsidiaries and
associates in accordance with its remit
StRUCtURE
federal grid company’s internal documents
that regulate management of its subsidiaries
and associates
• Regulations on managing subsidiaries and associates
and other entities in which Federal Grid Company
participates
• Standard for drawing up summary instructions to
representatives of Federal Grid Company on issues
included in the agendas of General Meetings of
Shareholders / Participants and meetings of the boards
of directors (supervisory boards) of subsidiaries and
associates
• Methodology for KPI calculation and target
achievement evaluation in Subsidiaries and Associates
of Federal Grid Company
• Procedure for engagement of Executive office units
of Federal Grid Company with subsidiaries and
associates with respect to information gathering and
data verification for KPI calculation and performance
evaluation
• Federal Grid Company’s order on Approval of Standards
and Template Regulations on Managing Subsidiaries
and Associates, and other internal documents
21
International Operations
Federal Grid Company facilitates the transit of the Russian
electricity through electric grids of foreign states being
a technical contactor under commercial contracts of
importers and exporters on the wECM and, pursuant to
the contracts with PJSC Inter RAO, provides services on
electricity transmission throughout Russia and right up to
its borders via electric grid facilities that are integrated into
UNEG and legally owned or possessed by the Company.
there are currently several agreements in force,
stipulating parallel operation of the Russian UES with
the electric power systems of foreign states. The parties
to these agreements are Federal Grid Company and
economic entities of Georgia, Kazakhstan, the Baltic
countries and the Republic of Belarus. The Company
also signed an Inter-system Agreement with Finland.
It also signed agreements on technical support of
parallel operations with Ukraine, the Republic of Belarus,
Azerbaijan and Mongolia.
Federal Grid Company collects and processes
information about electricity transmission via 138
cross-border electricity transmission lines (CBETL)
finland
Belarus
estonia
ukraine
lithuania
latvia
georgia
azerbaijan
Kazakhstan
mongolia
china
Being an organisation that manages cross-border
electricity transmission lines, Federal Grid Company
coordinates commercial contracts for the import/
export of electricity and provides their engineering
support, arranges and implements commercial
metering of electricity transmitted along cross-
border electricity transmission lines, measures actual
volumes of electricity that has been transmitted
across the State border, and arranges for their
customs clearance.
Federal Grid Company exchanges commercial
metering data with the electricity systems of 11 foreign
countries. It signed Agreements on Metering Electricity
Transmission via CBETL with foreign electric power
companies in order to measure the volume of electricity
transmitted via each cross-border lines.
Federal Grid Company continuously updates and improves
relations with the foreign electric power systems in order
to harmonise laws and regulations on the electric power
industry, and synchronise electricity and capacity markets.
BUSINESS MODEL
The business model of Federal Grid Company is aimed at ensuring sustainable development of the Company in the long term
and creating values for all stakeholders through consistent implementation of our mission
RESOURCES
(figures are given as of 31 December 2014)
Financial
capital
Page 82
Productive
capital
Page 50
Intellectual
capital
Page 110
Human
capital
Page 117
Natural
capital
Page 134
1
2
• Equity
• Debt
• UNEG electric
grid facilities
• Patents, Licenses,
software
• R&D
• Employees’
experience, skills
and expertise
3
• Water and energy
recourses
RUB854.5
billion
of equity
RUB257.8 billion
of debt portfolio
138.8
thousand
km
of transmission lines
924
substations
RUB3.3 billion
of intangible assets
RUB0.4 billion
for R&D financing
94 %
of employees
with higher or secondary
vocational education
24.5 thousand
of employees
1.16 million
m3
of water consumption
968.7 million
kWh
of electricity
for substation needs
Wholesale electricity
and capacity market
Government
authorities
7
Generation facilities
y
t
i
c
a
p
a
c
d
n
a
y
t
i
c
i
r
t
c
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e
f
o
y
p
p
u
S
l
l
MISSION OF FEDERAL GRID COMPANY
STRATEGIC GOALS AND OBJECTIVES
VALUE CREATION FOR STAKEHOLDERS
To ensure reliable operation and development of UNEG that will
be adequate to economic growth, and demonstrate high
economic efficiency and cost minimisation
• Increase return on equity
• Reduce operating and
investment costs
• Maintain financial
sustainability
Purchase of electricity
and capacity to
compensate of losses
ATEGIC M A N
R
T
S
T
N
E
E M
G
A
CORP
O
R
A
T
E
G
CONSTRUCTION
AND RECONSTRUCTION
4
O
V
E
R
N
A
N
services
C
E
ELECTRICITY
TRANSMISSION
5
Payment
for services
according
to tariffs
s
f
f
i
r
a
t
i
s
e
c
v
r
e
s
F
I
N
Payment
for services
according
to tariffs
A
N
C
I
A
L
Payment
for services
according
to tariffs
TECHNOLOGICAL
CONNECTION
6
Payment
for services
according
to tariffs
M
A
N
A
G
E
M
E
N
T
K M
R I S
T
N
A N AGEME
Major electricity
consumers
Grid companies, factories,
Russian Railways,
other consumers
services
• Develop UNEG infrastructure
• Ensure reliability and quality
of electricity supply to customers
• Consolidate all facilities of UNEG
electric grids
• Ensure quality customer service
• Develop research and innovation
capacity
• Develop and implement
new technologies
• Substitute imports in order
to support innovative development
of the Russian energy sector
• Develop and train personnel
• Provide social support
• Establish a talent pool for a ‘smart
energy’ sector
• Engage with higher education
institutions
(figures are given for 2015 )
RUB847
million
RUB30.6
billion
of dividends for 2014
of interest on debt
obligations
%
33
economic value added
(EVA)
RUB23.5
billion
of tax payments
1,115
km
of transmission lines
commissioned
7.58
thousand
MW
of transformer capacity
commissioned
RUB484
allocated for R&D
Programme
million
new
30
intellectual property
items registered
23,899
jobs
More then
15,000
employees were trained
during the year
• Ensure environmentalisation
and improve energy efficiency
of the electric grid operations
• Reduce air emissions of hazardous
substances
• Reduce water consumption
RUB248
million
%
10,4
of environmental costs
and investments
Reduction in water
consumption
11,7
%
Waste reduction
Shareholders
and investors
Government
authorities
People
in the regions
where we operate
Consumers
Suppliers
and contractors
Consumers
Scientific
community
Educatiion
institutions
Employees
People
in the regions
where we operate
1
2
Key risks
Lack/higher costs of borrowings
Risk mitigants
Searching for low cost long-term financing
Key risks
Decline in Return on Capital
Risk mitigants
Innovations and asset structure planning
3
4
Key risks
Pollution of environment
Risk mitigants
Implementing environment protection measures
Key risks
Cost and Schedule Overruns
Risk mitigants
Competitive contract awards, monitoring
construction schedules
5
6
Key risks
Interruptions (failures) in electric grid
7
Key risks
Regulatory risk (unbalanced tariffs)
Risk mitigants
Improving grid reliability
Key risks
Excess capacity /lack of capacity
Risk mitigants
Forecasting grid loads
Risk mitigants
Drafting economically justified tariff proposals
Federal Grid manages the Unified National Electric Grid,
ensures electricity transmission through backbone lines
and provides services for technological connection
to electric grids
CoRe BuSIneSS pRoCeSSeS
ELECTRICITY TRANSMISSION
Services of electricity transmission via UNEG are monopoly operations regulated by the State
TEChNOLOGICAL CONNECTION
A service package to connect power receivers of consumers, as well as generating and transmission
facilities to Federal Grid’s electric grids
CONSTRUCTION AND RECONSTRUCTION
Implementation of projects on constructing new and reconstructing the existing facilities of electric grid
infrastructure to improve the reliability of UNEG
AuXIlIARY pRoCeSSeS
Maintenance and Repairs
A package of operations to maintain operational capability and good condition of equipment
Procurement
A set of measures aimed at meeting the Company’s needs in goods and services
Energy Saving and Energy Efficiency
Measures to reduce the volume of consumed energy resources while retaining their beneficial effect
hR Policy
A system of employee engagement that aims at creating conditions for effective development and use of
human resources
Industrial Safety
Prevention of accidents at UNEG facilities and readiness to localise and liquidate the fallout of accidents
Social Responsibility
Meeting of voluntary commitments toward stakeholders in order to ensure the Company’s sustainable
development
Environment
Minimisation of negative environmental impact when providing electricity transmission services
2
wholesale electricity
and capacity market
l
d
n
a
y
t
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c
i
r
t
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o
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s
a
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u
P
n
o
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t
a
s
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e
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p
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e
s
s
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f
o
AtEGIC
R
t
S
M A N
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f
o
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p
p
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s
f
f
i
r
a
t
Government
authorities
F
I
N
A
N
C
I
A
L
M
A
N
A
G
E
M
E
N
t
t
n
e
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a
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i
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r
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i
g
n
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f
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services
Generation facilities
t
N
E
E M
G
A
CORP
O
R
A
t
E
ConStRuC tIon
AnD ReConStRuC tIon
eleCtRICItY
tRAnSMISSIon
teCHnolo GICAl
ConneCtIon
G
O
V
E
R
N
A
N
C
E
Payment
for services
according
to tariffs
t
N
A N AGEME
M
K
R I S
i
s
e
c
v
r
e
s
Major
electricity
consumers
i
s
e
c
v
r
e
s
Payment
for services
according
to tariffs
tHE FUtURE
GOVERNANCE
AND DEVELOPMENT
The governance system of Federal Grid Company ensures consistent
implementation of the Long-Term Development Programme aimed
at maintaining and developing the Unified National Electric Grid –
backbone electric grid infrastructure of the Russian economy.
Long-term
Development Strategy
Market Overview
Macroeconomic environment
the social and economic conditions in Russia in the
reporting year were the main factor that constrained
the increase of electricity consumption and, as
a result, the volume services provided by Federal
Grid Company.
Industrial output in Russia dropped by 3.4% for the
full year 2015 (in 2014, Russia reported growth by
1.7%). output in the energy-intensive sectors, such
as metallurgy and manufacture of machines and
equipment, declined by 6.5 and 11.1%, respectively1.
According to the System Operator of UES2, electricity
consumption across the unified energy system (UES)
of Russia reduced by 0.55% year-on-year in 2015,
to 1,008.3 billion kWh. Export to the neighbouring
countries increased by 25% but it accounts for a
small share in electricity consumption in UES of
Russia (less than 2%). The average annual growth
of electricity consumption in UES of Russia is
estimated at 100.81% in 2016–2022.
Moderate GDP growth rates in Russia in the
coming years and electricity consumption
developments are important factors that affect the
volumes of electricity consumption and electricity
transmission services. Electricity consumption
in the manufacture of the most energy-intensive
goods has been declining over the past years due
to modernisation of production technologies and
implementation of energy saving programmes. A
steady increase of electricity consumption was
reported only in the oil industry.
1,008.3
billion
kwh
Electricity consumption in UES
of Russia in 2015
26
▶ electricity Consumption in ueS of Russia in 2015 and Forecast for 2016–2022, billion kWh
StRAtEGIC
MANAGEMENt
these factors mitigate the effect of changes in the
geography of demand for electricity and distribution
of loads. They also help to use the available spare
capacity in the grid, and postpone expensive
enhancement projects.
Industry Market
Federal Grid Company transmits electricity via
backbone grids and provides technological connection
to the grid. Electricity transmission via backbone
grids is a natural monopoly. Besides PJSC Federal
Grid Company of the United Energy System, certain
transmission services and technological connection to
the Unified National Electric Grid (UNEG) are provided
by JSC Grid Company (Republic of Tatarstan), JSC
Bashkir Grid Company (Republic of Bashkortostan),
JSC Regional Electric Grids (REG) (Novosibirsk oblast)
and JSC Irkutsk Electric Grid Company (Irkutsk oblast)
(within grids that they own).
the Russian market of electricity transmission services
is affected primarily by macroeconomic factors that
characterise the overall economic situation in the
country. The volume of services in the backbone electric
grid depends on the capacity which is sold to the
customers of electricity transmission services, and on
the capacity of power receivers connected to the grid.
In 2015, the paid capacity amounted to 87.9
GW, down by 3 GW relative to the previous year.
This change is caused not so much by the lower
consumption as by the transition to the principle
of measuring services at their average arithmetic
capacity when these services are sold to direct
customers. optimisation of consumption modes by
the customers and their possible use of distributed
sources of generation also constrain the increase of
the volume of Federal Grid Company’s services.
Changes in Electricity Consumption
Per Unit of Certain types of Goods
Manufactured in 2014 Relative to 1995
Oil extraction, including
137%
Synthetic rubbers
90%
Oil processing
83%
Finished steel
80%
Electric steel
71%
Coal
48%
Source: Rosstat, “Russian Statistical
Yearbook, 2015”
27
1,008.3
1,015.7
1,032.8
1,041.0
1,048.8
1,056.4
1,062.0
1,067.1
Forecast according
to the draft Scheme
and Development
Programme for UES
of Russia for 2016–
2022 (with regard of
integration of Crimea,
Sevastopol, and western
and central regions of
the Republic of Sakha
(Yakutia) starting
in 2017).
▶ Capacity paid For by Customers of transmission
Services provided by Federal Grid Company, GW
▶ technological Connection Services in physical
terms*, MW
90.9
90.5
91.4
90.9
87.9
8,185
6,058
5,537
4,569
3,793
2015
2016
2017
2018
2019
2020
2021
2022
2011
2012
2013
2014
2015
2011
2012
2013
2014
2015
* maximum capacity under contracts for technological connection
1 Source: Ministry of Economic Development of the Russian Federation, “The Outcomes of the Social and Economic Development of the Russian
Federation in 2015.” Moscow, February 2016.
2 Source: System Operator of the Unified Energy System, “Report about Operations of UES of Russia in 2015.”
28
The volume of technological connection (of
customers and generation facilities) in physical
terms did not change substantially over the past few
years. These changes largely depend on the demand
for capacity which is required for the customers’
and electricity producers’ investment projects. The
substantial increase of service in physical terms
in 2015 was driven by the completion of several
large projects of technological connection at the
generating stations of State Nuclear Corporation
RoSAToM.
Based on the estimated electricity consumption and
electricity exports and imports, and with regard of
factors behind the lower electricity consumption
growth rates (energy saving in the first place),
the Company does not anticipate any significant
increase in the volume of services paid for by the
customers. The volume of services will increase
in the coming years because UES of Russia will
be expanded within the IPS South and IPS East
(integration of the western and central energy
regions of the Republic of Sakha (Yakutia).
Depreciation of the national currency and growing
inflation rates increase the uncertainty of investment
expectations and might delay implementation of
investment projects run by electricity consumers
and producers. New projects of technological
connection will be smaller as a result.
Development Strategy
Federal Grid Company’s mission is to ensure reliable
operation and development of UNEG that will be
adequate to economic growth, and demonstrate
high economic efficiency and cost minimisation. our
strategy should ensure steady commitment to this
mission, respond to technological and economic
challenges and promote the solution of problems
that are caused by the current situation in the
backbone electric grids and the capacity which is
available for meeting the demand.
Challenges
Given the overall economic situation in the coming
years, we anticipate the continued restrictive policy
of tariff regulation and the transition to the setting
of tariffs based on the “inflation minus” principle.
one of the main incentives in the Company’s
operations in this environment is the reduction
of operating and investment costs. however, this
reduction should not adversely affect reliability and
entail higher costs in the future.
while pursuing its cost reduction policy, the Company
should carefully select investment projects for
upgrade and development of its electrical grid
network.
the stagnating volume of services and restrictive tariff
policy, even on the back of cost reduction, results in
risks of restraining earnings increase for shareholders.
Innovative development of Federal Grid Company
should focus on the selection of the most relevant
projects with the best prospects. The priority
areas are identified in the Innovative Development
Programme for PJSC FGC UES for 2016–2020. They
include the design of substations with a high level of
automated management of technological processes
(“digital substation”), digital design, energy efficiency,
and reliability and asset management.
the grid remains underutilised in comparison to
foreign peers. The utilisation ratio is the result of
structural changes in electricity consumption and
reflects principles of UNEG Planning that have been
established over decades, and methods that ensure
reliability.
long-term Development programme
The Company’s strategy is outlined in the Long-Term
Development Programme of Federal Grid Company
which is approved by the Board of Directors (Minutes
No. 243 dated 19 December 2014). The Programme
is coordinated with the relevant federal executive
authorities and supported by the Expert Council at the
Government of the Russian Federation.
the Long-term Programme is consistent with the
targets and provisions of the Development Strategy
for the Russian Electric Grid Complex, as approved by
Resolution No. 511-r of the Government of the Russian
Federation, dated 3 April 2013, and Methodological
Guidelines on the Drafting of Long-Term Development
Programmes approved by the RF Ministry of Economic
Development in 20141.
1 Methodological Guidelines on the Drafting of Long-Term Programmes for the Development of Strategic Open Joint-Stock Companies and Federal
Sate Unitary Enterprises and Open Joint-Stock Companies in Which the Total Share of the Russian Federation in the Authorised Capital Exceeds
Fifty Percent.
StRAtEGIC
MANAGEMENt
In 2015, the Company drew up an updated
Long-Term Development Programme which
factors in a weaker operating environment in
the coming years due to external factors and
changes of macroeconomic parameters in
late 2014 and early 2015. The new Long-Term
Programme includes adjusted goals, objectives
and implementation actions. The long-term
goals and objectives were adjusted in such a
way that they would meet the electrical grid
users’ needs and shareholder expectations
to the utmost possible extent, and would be
feasible and achievable. The updated Long-
Term Development Programme has a stronger
focus on cost saving. This is reflected in the
initiatives to reduce operating costs (they are
more ambitious than those envisioned by the
Government directives), and in a more cautious
approach to the planning of electric grid
development and earnings metrics.
Guided by the Strategy of the Electric Grid Complex
Development of the Russian Federation, Federal Grid
Company focuses on the following strategic goals in its
operations until 2030:
• To ensure service reliability and quality
• To maintain financial sustainability and independence
and ensure an increase in the Company value
• to develop UNEG with regard of technical and
economic optimisation of the backbone grids
• To meet customers’ demand for the Company’s
services with regard of their region-specific features
of demand and higher effectiveness of capacity
utilisation
• To consolidate, under Federal Grid Company’s
management, all electric grid facilities that are part
of UNEG and are consistent with the criteria for
including the facilities in UNEG.
▶ Strategic objectives of Federal Grid Company in 2015–2019
1
2
3
4
5
6
7
8
9
Maintain a high level of reliability
Reduce investment costs by 30% against the 2012 baseline by 2017
Implement investment projects of national significance on schedule
Ensure compliance with the principles of technical and economic expediency when decisions are taken
about the scheme of the backbone grid development
Integrate an economic model of technical connection based on a balance of interests and equitable risk-sharing
between the applicant and the Company
Reduce operating costs by 41% against our 2012 baseline by 2017 * while maintaining reliability and avoiding
an increase of costs in the future periods
Optimise the utilisation of existing capacities
Develop a programme of phased consolidation of electric grid facilities that are part of UNEG and meet its
eligibility criteria
Maintain the Company’s credit rating at the level of the sovereign credit rating on the Russian Federation,
ensure earnings growth and an increase in the Company value
* The objective was attained by Federal Grid ahead of schedule – in 2015, we achieved reduction in unit operating costs by 40% against 2012
29
StRAtEGIC
MANAGEMENt
Actions that are part of the Long-Term Development
Programme are targeted at implementation of strategic
goals and objectives. The base case scenario underlying
Federal Grid Company’s financial model is based on
the meeting of key performance indicators including
a 30% reduction in operating and investment costs
against 2012 already by 2017. These targets are more
ambitious than those set in the Development Strategy
for the Russian Electric Grid Complex. Yet, the Company
aims to achieve these higher targets because it needs
to complete a long-term investment programme and
maintain a sustainable financial position.
implementation audit of the long-term development programme
An audit was initiated by Federal Grid Company and
held in 2015 in order to monitor implementation of
measures and achievement of targets that are set in
the Long-Term Development Programme (its findings
are included in the audit report dated 31 July 2015).
An independent auditor compared the targeted and
achieved KPIs in 2014, and analysed the reasons of
deviations that were identified during the audit. Based
on this review, the auditor concluded that actual KPIs
were higher than the targeted ones because several
measures had been taken to improve the Company’s
effectiveness.
Besides an external audit, Federal Grid Company
performs internal monitoring of measures included in
the Long-Term Development Programme.
31
what are the main outcomes
in the first year of implementation
of federal grid company’s long-term
development programme?
Semyon Danilov
temporary Acting Director for Strategic Development
and Head of Strategic Development Department
30
“the drafting and implementation of the Long-term
Development Programme resulted in a new level of
planning in Federal Grid Company. It also produced a
new set of well-thought-out strategic goals in taking
management decisions and communicating them
within the Company and to external stakeholders.
Since 2015, all key processes (such as investment
planning, business planning and regulation
of operational areas) are consistent with the
strategic goals that are outlined in the Long-term
Development Programme.
Key performance indicators are now also consistent
with the strategic goals outlined in the Long-term
Development Programme. They were met and
exceeded in 2014, as was proven by the Programme
implementation audit that was held for the first time
in 2015.
As for the efficiency of actions with deadlines
in 2015, I can say that the Company has fully
implemented its import substitution initiatives, both
in organisational terms and in the development
and use of domestically manufactured products
/ technologies. Plans to reduce operating and
investment costs and increase labour productivity
have been overachieved. Electricity losses
were reduced in 2015 by almost 49.4 million
Kwh due to measures that were part of the
programme for reducing electricity losses. The
Company considerably reduced duration of
transmission interruptions. It drew up many rules
and regulations, and organised communication
for addressing important issues, such as
improvement of schemes for financing of the fee
for technological connection, optimisation of load
on the energy grid, and financing of projects of
national significance.
I would like to note that experience of operating
in accordance with a long-term programme
document is in itself a key outcome in the first year
of implementation of the Long-Term Development
Programme. We were able to assess the viability
of our forecasts and feasibility of goals. While
updating our Programme, we received feedback
from a broad range of experts within the Company,
in the ministries and in the Open Government,
and we intend to use all new information for
improvement of our long-term planning.”
Strategic goal
KPI **
2015,
plan
2015,
actual
2015 RESULtS
Implementation of strategy in 2015 (measures
completed and achievements)
ПЛАНЫ-2016
Реализация стратегии в 2016 году
(планируемые мероприятия и показатели)
RISKS**
List of risks that affect implementation
of strategy
StRAtEGIC
MANAGEMENt
Reliability and
quality of services to
customers
Reliability measure:
no increase in the
number of major
accidents
Preventing increase
in the number of
persons injured in
accidents
Achieving reliability
level of services
Zero increase
Zero increase
• The number of major accidents over the reporting period
went down from 22 to 17
•
Injury rate at the Company’s facilities lowered by 22%
relative to 2014
• Undersupply of electricity to customers reduced by 51.5%
Zero increase
Zero increase
relative to 2014
• the Company has completed all planned repair and
maintenance at UNEG facilities
1
0.3
• Enhance the role of diagnostic using contemporary tools and methods
for assessment of the actual state of equipment and for taking timely
actions to prevent failures and avoid weaker reliability of Federal Grid
Company’s facilities
• Conduct repairs in a timely way and take targeted actions via upgrade /
replacement of the most damageable equipment units
risK management
The Long-Term Development Programme analysed
risks that might affect implementation of Federal Grid
Company’s strategy, and outlined measures to minimise
these risks
Maintenance of
financial stability
and independence
Return on invested
capital (RoIC)
1.06%
(actual figure
must be at least
0.9 of the target)
1.95%
(actual figure
amounted
to1.8 of
the target)
Financial
sustainability
measure: financial
leverage
total shareholder
return (TSR)
0.43
28%
No more than
1.5 or the value as
per the business
plan
Higher than
the average value
for the past three
years before the
reporting year
by the amount
established by
the Board of
Directors
Reduction of oPEX
By at least 14.2%
Labour productivity
At least17%
24.2%
21.5%
32
• The costs of maintenance and repair conducted by external
contractors was reduced by 25.6% as part of the efficiency
enhancement programme
• the Company achieved a reduction of operating
expenditure (oPEX) by 40.1% compared to the 2012
level, which was above the target set by the Strategy of
the Electric Grid Complex Development of the Russian
Federation
• The Company made changes in the structure and staffing
tables of structural units within the Executive Directorate
and the Company’s branches. As a result of these changes,
the average headcount was reduced by 4.1% and labour
productivity increased by 9.9% relative to 2014
• Continue cost optimisation initiatives
•
Implement the Procedure of operational Efficiency and Cost Reduction
• Strengthen claims and bad debt recovery efforts to collect fees
for the technological connection of electricity generation facilities
• Seek to strengthen the customers’ payment discipline and liability
for non-payment
• Manage the efficiency of the Company’s units and employees by raising
the level of labour productivity
• operational and technological risks: violations of service conditions
and system-wide interruptions in the performance of electric grids
• Lower rates of replacement of fixed assets due to financial
constraints
• Financial risks related to the impact of the following factors: CBR’s
monetary policy, exchange rate fluctuations, changes of interest
rates and inflationary pressures
• Risks related to tariff regulation
33
Development of
UNEG with regard
of technical
and economic
optimisation of
backbone grids
Compliance with
the facilities
commissioning
schedule
At least
95%
115.5%
• Capacity commissioning plans were met by 99%, and for
commissioning of transmission lines by 100%
• The Company reviewed its unfinished construction and
postponed or cancelled the commissioning of 35 facilities
(reduction by RUB 83.6 billion)
• the Company approved targeted programmes “Renovation
of Fixed Assets,” “Facilities Providing Reliable Energy
Supply for 2018 FIFA World Cup” and “Actions to Ensure
Reliable operation of UES of Russia Separately from the
Energy Systems of BRELL Countries”
Reduction of
investment costs
At least
15%
18.3%
Meeting of
customers’
demand
for services
Meeting deadlines
for technological
connection
Not more than
1.1
1.0236
• the Company signed 210 contracts for technological
connection
• The total connected capacity increased by 47.8% to 8.2 GW
• the Council of Customers of Federal Grid Company was
established in order to improve customer relations and the
transparency of the Company’s operations
• The Company conducts public discussions of its most
important draft documents, such as the Long-term
Development Programme and investment programme
•
•
Improve the business process of planning and control of investment
projects
Improve methods for assessment of investment projects and the
procedure of drawing up investment programmes
• Write economic rationale for investment projects that are financed from
the National Wealth Fund and federal budget
• Update internal documents when methodological guidelines for
technological and pricing audits of investment programmes are approved
• Distorted priorities of the technical policy and investment planning
• Suboptimal allocation of financial resources
• Restricted opportunities for equity or debt financing
of capital-intensive investment projects.
• Develop schemes for the financing of fees for technological connection
that would cover the Company’s connection costs, on the one hand,
and take the customers’ interest into account, on the other hand
• Support the work of the Customer Council
•
Improve the system for monitoring of service reliability and quality
indicators
Distorted priorities of the technical policy and investment planning
• Suboptimal allocation of financial resources
• Restricted opportunities for equity or debt financing
of capital-intensive investment projects.
* The Board of Directors annually approves Methodology for Calculation and Evaluation of Key Performance Indicators for Federal Grid’s Senior Management.
The complete list of KPIs is available in CORPORATE GOVERNANCE REPORT / Governance System (p.142).
** Detailed information about the key risk factors and risk management actions is available in CORPORATE GOVERNANCE REPORT / Control System / Risk Factors (p.182).
34
Strategy in the Context of
Sustainable Development
Traditionally, sustainable development is based
on the ambition to meet the needs of the existing
generation without threatening the needs of
future generations. This can only be done if all
stakeholders’ positions are taken into account,
with continuous communication with these
stakeholders and integration of these practices in
all of the Company’s business processes.
owing to its specific role in the energy sector,
economy and social development, Federal
Grid Company expands and complements
the traditional concept of sustainability in its
operations.
strategic priorities of federal grid’s
sustainaBle development
• To build mechanisms and practices for the
synchronisation of stakeholder plans that
envisage the development and expansion of
UNEG
• To achieve import substitution for the purposes
of innovative development of the national energy
sector and higher energy safety of the Russian
Federation
• to form a talent pool for the smart energy sector
• To develop responsible hR management
practices
• To improve labour protection and industrial
safety
• to strengthen environmental protection and
improve the energy efficiency of grid operations
• To ensure a fair distribution of economic
value and assess the economic expediency of
implementing innovations and new technologies
• To integrate Corporate Social Responsibility
(CSR) strategy in the internal business processes
As a monopoly operator of UNEG, the Company
ensures electricity transmission via backbone
electric grids and is responsible for providing a
reliable power supply for consumers across the
Russian Federation.
The Company’s responsibility for the efficient
administration and development of UNEG is not
only to ensure a safe, reliable and uninterrupted
electricity supply but also to provide non-
discriminatory access to its grid services that
should be provided in a transparent, honest
(corruption-free) and innovations-based manner.
This is why one of the Company’s most important
tasks in terms of philosophy and values of
corporate social responsibility and sustainable
development is to continuously seek the balance
between public and economic interests in Federal
Grid’s work.
Federal Grid Company, as one of the largest
electric power companies in Russia, is
responsible for the condition of UNEG, the
lynchpin of the national grid system and a vital
public infrastructure. having assessed existing
problems and prospective threats, the Company
developed and began implementing a Long-Term
Development Programme aimed, among other
things, at the renovation, modernisation and
innovative development of UNEG. The success of
this programme largely depends on constructive
cooperation between the Company and a broad
range of stakeholders. These include suppliers,
contractors, project and R&D think tanks, and
distribution electric grid companies, IDGCs,
customers, generators, infrastructure regulators,
labour unions, government authorities, public
and environmental organisations and the expert
community.
Regular, open communication with stakeholders
plays an important role, as it allows us to better
understand their expectations and to use a target-
oriented approach for shaping the corporate social
responsibility agenda. The communication channels
we use for the dialogue include congress and
exhibition arrangements, multilateral discussions,
raising awareness through mass media.
Потребители
Акционеры
и инвесторы
StRAtEGIC
MANAGEMENt
social responsiBility and corporate sustainaBility report of federal grid company
Сотрудники
Our social reports are prepared in accordance with
international standards for non-financial statement
disclosure: GRI Guidelines, the GRI energy protocol,
AA 1000 SES standard.
Поставщики
и подрядчики
As part of preparing the Social Report, the Company
discusses its key topic with stakeholders and collects
disclosure requests. Prior to publication, the text of the
Report is discussed publicly in the form of hearings
held either in absentia or in person.
Federal Grid Company’s social responsibility
and corporate sustainability reports are
available in the About the Company / Corporate
Social Responsibility section of our website
www.fsk-ees.ru
Население
регионов
присутствия
▶ Stakeholder engagement
Научное
сообщество
Stakeholders
Understanding of Social
Responsibility
Progress in 2015
the State and general
public
• Ensuring the reliable and uninterrupted
• Meeting obligations under the investment
power supply
programme
35
• Implementation of priority public
• Meetings with the heads of regions
sector projects
Государство
и(cid:5)общество
в(cid:5)целом
• Transparency and efficiency of
operations, meeting with the needs of
the economy
• Signing several cooperation agreements with the
regional authorities (Krasnodar krai, Republic of
Tatarstan)
• Implementing import substitution programme
Customers
• openness and flexibility in consumer
• Creating and arranging meetings of the Consumer
relations
Council
• Support of Russian machine
• Signing cooperation agreements (with RZD)
Потребители
Средства
массовой
Потребители
информации
manufacturing industry in order
to implement import substitution
processes
Shareholders
and investors
• Transparency of business processes
• Holding General Meeting of Shareholders
• Growth in shareholder value
Акционеры
и инвесторы
Потребители
Акционеры
и инвесторы
Сотрудники
Акционеры
и инвесторы
Сотрудники
• Arranging meetings of Federal Grid Company’s
senior executives with analysts from investment
banks and funds, and rating agencies
• Holding consultation meetings with minority
shareholders – individuals
• Participation in investment activities, such as
forums, conferences and meetings with investors
Employees
• Creating decent working conditions
• taking measures for attracting and retaining young
specialists
• Implementing a Corporate Housing Programme
• Sports and fitness events
• Doors open Days for employees’ children
• Conducting professional skills competitions and
ensuring professional training, including within the
“Knowledge Days”
• Providing opportunities for
professional and personal growth
Поставщики
и подрядчики
Сотрудники
Поставщики
и подрядчики
Поставщики
Население
и подрядчики
регионов
присутствия
Население
регионов
присутствия
Население
регионов
Научное
присутствия
сообщество
Научное
сообщество
Научное
сообщество
Потребители
Потребители
Потребители
Потребители
Акционеры
и инвесторы
Акционеры
Акционеры
Акционеры
и инвесторы
и инвесторы
и инвесторы
Сотрудники
Stakeholders
Understanding of Social
Responsibility
Сотрудники
Сотрудники
Сотрудники
Progress in 2015
Suppliers and
Contractors
Поставщики
и подрядчики
environment
• Creating transparent competitive
• Using a market-based pricing model
Поставщики
Поставщики
Поставщики
и подрядчики
и подрядчики
и подрядчики
Local Communities
and Environmental team
Население
регионов
присутствия
• Reducing negative impact
on the environment
Население
Население
Население
регионов
регионов
регионов
присутствия
присутствия
присутствия
Science and Education
• Promoting industry-specific science
Научное
сообщество
and education
• Personnel training and ensuring
generational continuity
Научное
Научное
Научное
сообщество
сообщество
сообщество
• Applying innovative technologies that
• Signing agreements with Russian and foreign
manufacturers
• Supporting domestic suppliers in access to foreign
markets
• Implementing environmental safety policy
• Cooperation with the World Wildlife Fund (WWF) on
conservation of oriental storks and prevention of
bird death on power lines
• Participation in Earth Day
• Cooperating with scientific organisations and
placing orders for R&D
• R&D and technical partnership with SIGRE Russian
National Committee
• organising guest lectures and on-the-job training
36
reduce environmental impact
for students
Государство
и(cid:5)общество
в(cid:5)целом
• Organising students construction teams
• Participating in events for young people, such as
forums, conferences and seminars
• Cooperating with the Russian Geographic Society
(celebrations of the 70th anniversary of victory
in the Great Patriotic War)1
• Cooperating with the Russian Chess Federation
Mass Media
• Transparency of business processes
• holding media events (briefings, press-points, and
• Ensuring information accessibility of
the Company’s activities
Средства
массовой
информации
others)
• Distributing press releases on a timely basis
• Handling requests from mass media
StRAtEGIC
MANAGEMENt
CORPORAtE
GOVERNANCE
Compliance with Best
Standards
Corporate Governance Rating
2015,
target
7+
2015,
actual
7+
2016,
target
7++
Corporate Governance Principles
Federal Grid Company
builds its corporate
governance system in
strict compliance with
all relevant legislation
and follows the Moscow
Exchange listing rules
and recommendations
of the Russian Corporate
Governance Code. When
developing all elements
of the system, adjusting
them in response to
new requirements and
challenges of the external
environment, we are
constantly guided by
the key principles of
corporate governance set
out in the Federal Grid’s
Corporate Governance
Code.
TRANSPARENCY
Ensuring timely and accurate
disclosure of all material
information on the Company,
and free access to the
information for all stakeholders
37
ACCOUNTABILITY
The Board of Directors is
accountable to all shareholders,
and the Company executive
bodies are accountable to the
General Meeting of Shareholders
and the Board of Directors
FAIRNESS
Creating conditions for
protecting shareholder rights
and legitimate interests
and treating all shareholders
equally
RESPOPNSIBILITY
Recognising the legal rights of
all stakeholders for the purpose
of the Company growth and
financial stability
Board of directors’ statement of compliance with corporate
governance principles
Federal Grid Company has always paid significant
attention to improving its corporate governance system.
It is crucial for us that the corporate standards we
implement eventually contribute to the delivery of our
strategic objectives, to strengthening confidence in the
Company and improving its investment attractiveness, so
we strive to meet the highest standards in this area.
For Federal Grid Company, the reporting year was marked
by a number of significant events including those related
to the implementation of the ‘road map’ on introducing
key provisions of the Corporate Governance Code into
the Company’s practice. This work included an extensive
revision of the Company’s Articles of Association and
key internal documents, as well as the implementation of
new elements in the Federal Grid’s corporate governance
practice, in particular the position of a Corporate Secretary.
38
Following the results of the work performed, Federal Grid
Company conducted a self-assessment of the Company’s
corporate governance quality, as well as a review for its
compliance with principles and recommendations of the
Russian Corporate Governance Code.
Based on the results of the self-assessment and analysis
of the Federal Grid’s corporate governance system and
practice the Board of Directors of Federal Grid Company
has every reason to declare high quality of corporate
governance of the Company and its compliance with
most of recommendations of the Russian Corporate
Governance Code.
Vyacheslav Kravchenko
Chairman of the Board of Directors
of Federal Grid Company
Assessment of Federal Grid
Corporate Governance Quality
In 2015, the Federal Grid’s corporate governance
system has undergone some significant
changes resulting from the implementation of
key recommendations of the Russian Corporate
Governance Code1. Following the implementation
of the corporate governance development plans,
the Company has conducted a self-assessment
in accordance with the Corporate Governance
Self-Assessment Methodology for State-Owned
Companies (approved by the order of Rosimuschestvo
No. 306 dated 22 August 2014).
the corporate governance quality assessment
have been conducted, among other things, with
respect to compliance with the principles and
recommendations set out in the Russian Corporate
Governance Code.
▶ Results of 2015 Self-Assessment of Corporate Governance Quality in Federal Grid Company
Component
Shareholder rights
Board of Directors
Executive Management
Transparency and Disclosure
Risk Management, Internal Control
and Internal Audit
Corporate Social Responsibility and
Business Ethics
1
2
3
4
5
6
weighting in the
overall score
Number of
questions
Actual score
Degree of
compliance
14%
37%
7%
25%
11%
6%
22
56
5
15
16
6
66
150
30
113
59
29
447
88%
74%
79%
84%
94%
94%
82%
OVERALL SCORE
100%
120
CORPORAtE
GOVERNANCE
what new developments were implemented
during the first year of the implementation
of the ‘road map’ for improving the corporate
governance system of federal grid company?
Maria tikhonova
Deputy Chairperson, member of the Management
Board of Federal Grid Company
“The Federal Grid’s Corporate Governance Code
was among the first documents we updated under
the ‘road map’ thus confirming the Company’s
intention to develop corporate relations in
accordance with the principles of the Russian
Corporate Governance Code.
Almost all key internal documents of our Company
were revised in line with recommendations of
the Code. In addition, we committed to conduct
an annual performance evaluation of the Board
and its committees facilitated by an external
consultant.
Such evaluation was already performed at the
beginning of 2016. Based on the results achieved,
the consultant developed recommendations that
will serve as clear guidelines for our further work.
one of the most significant structural changes
aimed at the developing corporate governance
was the establishment of a separate internal
audit function that reports administratively to
the Chairman of the Management Board and
functionally – to the Board of Directors. A separate
structural unit for internal control and risk
management was also established.
In the reporting year, we generally implemented
all activities scheduled by the ‘road map’ for that
period. This allows us to steadily move forward
and open new opportunities.”
39
Following the Methodology’s approaches, six
components have been assessed, all carrying a
certain weight within the overall evaluation.
of the Bank of Russia on reporting compliance
with the Corporate Governance Code principles
and recommendations1.
When conducting the assessment, a number of key
assumptions were taken into account, including
non-applicability of certain provisions of the
Corporate Governance Code due to the absence in the
structure of the Federal Grid Group, under the latest
consolidated financial statements, of the controlled
legal entities meeting the materiality criteria defined
by the Code.
In addition, the Company has reviewed its corporate
governance practices’ compliance with the principles
and recommendations of the Russian Corporate
Governance Code based on the Recommendations
Being a company whose Global Depository Receipts
are traded on the London Stock Exchange, Federal
Grid Company strives to achieve high international
standards in corporate governance, including the
compliance with the UK Corporate Governance
Code.
Full Report on Federal Grid’s compliance with
the Corporate Governance Code principles
and recommendations, as well as the Report
on compliance with main principles of the UK
Corporate Governance Code are available in the
Appendix 3 to the annual report
1 Approved by the Board of Directors of the Bank of Russia on 21 March 2014 and recommended for application by the Letter of the Bank of Russia
“On the Corporate Governance Code” No. 06-52/2463 dated 10 April 2014
1 Letter of the Bank of Russia No. IN-06-52/8 dated 17 February 2016
40
Key elements of the Corporate Governance System (Model) of Federal Grid Company
Mechanisms to
ensure and protect
shareholder rights
• The company takes significant measures to ensure that all shareholders have equal opportunities
to exercise their rights and legitimate interests, and to reduce the risk of violation of such rights
and interests. This includes implementing best practices into the process of preparing and holding
the General Meeting of Shareholders, increasing transparency of the dividend policy, improving
mechanisms for ensuring safety and efficiency of the Company’s assets, creating facilities that
eliminate any abusive actions of the Company’s major shareholder to minority shareholders.
Governance and
control structure
• The Company has established the governing and control bodies that interact effectively, their
responsibilities are clearly separated and work is strictly regulated by the Federal Grid’s internal
documents. The Company’s Board of Directors is balanced enough in terms of qualifications and
experience of its members, as well as consideration of interests of all shareholders. Fulfilling its
key role of strategic leadership, the Board is responsible for the effective oversight of the executive
bodies’ activities. A highly professional management team of Federal Grid is responsible for day-to-
day management of the Company and the delivery of its strategic goals and objectives.
Risk management
and internal control
• The Company’s effective system of risk management and internal control established in
accordance with best standards plays an important role in the achievement of the Company’s
goals. An internal audit function has been established to ensure regular independent review of this
system’s effectiveness and reliability.
Corporate
Secretary
Disclosure
• To ensure effective engagement between shareholders, the Board of Directors and executive
management of the Company, a position of independent Corporate Secretary has been established in
Federal Grid.
• The Company ensures timely and regular disclosure of full, relevant and accurate information about
itself, its operations and securities to enable shareholders and other stakeholders to take informed
decisions concerning Federal Grid and its securities.
Corporate culture
and ethics
• In its activities and relationships with all stakeholders, Federal Grid Company follows high ethical
standards and values set out in the Code of Corporate Ethics. The Company has an effective system
of monitoring compliance with the provisions of the Code.
For further details of the key elements of the Federal Grid’s corporate governance system, see the Company’s
Articles of Association and internal documents available on our website www.fsk-ees.ru in section
Investors/Corporate Governance /Corporate documents
Full details on the Federal Grid’s corporate governance system are available in section CORPORATE
GOVERNANCE REPORT of this annual report
Improving the Corporate
Governance System in 2015
In order to implement the Russian Corporate
Governance Code recommendations, the Company
developed and the Board of Directors approved
(Minutes No. 255 dated 16 March 2015) an Action
Plan (‘road map’) covered all aspects of the Federal
Grid’s corporate governance system and practice.
All commitments made within the ‘road map’ have
been fully met by the Company.
• In June 2015, the Annual general Meeting
of Shareholders approved an updated version of
the Articles of Associations, updated versions
of the Regulations on the General Meeting of
Shareholders, Board of Directors, Management
Board, Audit Commission, the Regulations
on Remunerations and Compensations to
Members of the Board of Directors and on
Remunerations and Compensations to Members
of the Audit Commission
• Following the update of the above documents,
the Board also approved new Regulations on
the Board committees and on remunerations to
committee members
• A position of Corporate Secretary was
established, and the Board approved Regulations
on the Corporate Secretary
• The Federal Grid’s Information policy was updated,
including with regard to new requirements of the
Bank of Russia to securities issuers
CORPORAtE
GOVERNANCE
When implementing measures envisaged by the
‘road map’, the Company continued to review and
update the other internal documents as required
by the recommendations of the Russian Corporate
Governance Code, including the Regulations on the
Investment Committee, Risk Management System,
Internal Audit.
Gorporate Governance Rating
The results of the Company’s efforts to improve
its corporate governance system were positively
assessed by experts of the Russian Institute of
Directors – an external independent consultant of
Federal Grid Company that has been monitoring
the corporate governance practice of the Company
since 2012 and assigns a National Corporate
Governance Rating (NCGR).
new corporate governance code
of federal grid company
In 2015, the Board of Directors approved
a new version of the Federal Grid’s Corporate
Governance Code.
A revised document has a better structure within
which the Company has declared the main corporate
governance principles, defined key participants of its
corporate governance system, their roles, working
environment and terms of engagement.
taking into account the recommendations of
the Russian Corporate Governance Code, the
Code of Federal Grid Company has covered an
extended range of issues concerning the rights of
shareholders, specified principles of Board structure
and composition, independence criteria of Board
members, set out the basic provisions relating to
the Corporate Secretary and to the ensuring of
transparency of the Company’s activities.
In August 2015, Federal Grid Company’s
National Corporate Governance Rating was
confirmed at a level
7+ “Well-Developed
Corporate
Governance Practice”
Among the major achievements of Federal Grid
Company experts noted the following:
• Improving the balance of the Board of Directors by
increasing the number of independent directors
• Establishing the position of Corporate Secretary
• Expanding the role of the Board of Directors
with regard to monitoring and reviewing the
effectiveness of the Company’s internal audit
function
After the Annual General Meeting 2016, the Federal
Grid’s corporate governance practice will be re-
evaluated under the updated NCGR methodology.
Plans for 2016
• Assessing corporate governance systems of
Federal Grid subsidiaries using the Guidelines for
self-assessment of corporate governance quality
in state-owned companies
• Drafting, where appropriate, standard internal
documents on corporate governance issues for
the needs of subsidiaries
• Developing/updating and approving organisational
and administrative documents on safeguarding
insider information
• Improving organisational and administrative
documents that regulate disclosure, and adjusting
them in line with the recent changes in the
Russian legislation
41
Integrated Risk
Management
what were the areas
of the company’s focus in risK
management in the reporting
year?
42
Dmitry Shishkin
Internal Control Director, member of the Management
Board of Federal Grid Company
“In 2015, we have continued to improve our
internal control and risk management system,
including with regard to the recommendations
of the Russian Corporate Governance Code and
requirements of the Moscow Exchange Listing
Rules.
The Federal Grid’s Board has approved a
new document – the Regulations on the Risk
Management System that covered both the
latest regulatory changes and best practice
recommendations.
Pursuant to the instructions of the Board of
Directors, the Company has taken serious measures
to improve the quality of risk reporting, in particular
by providing information within the report on the
occurrence of the relevant risks in the reporting
period, as well as to improve risk assessment tools,
including the development of a map and matrix of
key operational risks.
Overall, in 2015 we have prepared a proper
procedural and organisational framework for further
improvement of the risk management system of
Federal Grid Company.”
Principles of and approaches
to risk management
Our risk management system is an element of
the internal control and risk management system,
which includes a set of mechanisms and tools
providing procedural measures and structure for
developing, implementing, monitoring, reviewing and
continuously improving risk management processes
of Federal Grid Company.
Further details on our system of internal control and
risk management are available in section CORPORATE
GOVERNANCE REPORT /Control system
risK management standards
The Federal Grid’s risk management system
has been established based on the generally
accepted conceptual frameworks for risk
management developed by the Committee of
Sponsoring Organisations of the treadway
Commission – COSO ERM “Enterprise Risk
Management – Integrated Framework”.
The Federal Grid’s Regulations on Risk Management
has been developed with due account of the best
Russian and international standards, including:
• Guidelines for drafting regulations on risk
management system approved by the Government
of the Russian Federation
• Russian Corporate Governance Code
• Listing Rules of the Moscow Stock Exchange
• International Standards ISo73:2009, 31000:2010
and 31010:2011 in the area of risk management
• Risk management standards of the Federation
of European Risk Management Associations
(FERMA)
RISK
MANAGEMENt
In accordance with the recommendations of the
Russian Corporate Governance Code, in 2015 the
Board of Directors has approved the Regulations on
Risk Management System (Minutes No. 291 dated
19 November 2015).
the risk management system is aimed at reducing
uncertainties the Company face in delivering its
objectives set at all levels of management, including
in the Long-Term Development Programme and
documents of tactical and operational planning
(business plans, budgets).
Improving Risk Management
Annually the Company develops and implements a set
of measures aimed at improving the risk management
system. In 2015, the following measures were taken:
• In order to execute the decision of the Board of
Directors, key operational risks have been allocated
to owners, factor analysis and assessment of key
operational risks were conducted with further
connection of such risks to control procedures, and
key operational risk map and matrix were developed;
the key operational risk management system was
integrated in the Company’s system of business
planning
• In order to ensure unified approaches to risk
management planning and to processes related to
risk classification, assessment and reporting, the
Company has started to develop a Procedure for
operational risk assessment based on international
standards and best practices in risk management
43
Key principles of risK management system
• Continuity and integrity
• Goal orientation
• Quality of information
• Involvement and leadership
• Integration into management
• Cross-functional networking
• Balance between risks and earnings
• Reasonable assurance and efficiency
• Reducing uncertainties
• Adaptability
• Consistency and responsibility
• Continuous improvement
44
▶ Authorities and Responsibilities of Key participants of the Risk Management System
Board of Directors
• Determines principles of and approaches to the risk management system
• Approves approaches to setting a preferred risk, its values and frequency of their
revision
• Considers at least annually matters of the organisation, operation and effectiveness
of the risk management system
Audit Committee
• Monitors the effectiveness and reliability of the risk management system, including
a review of the effectiveness of risk management procedures
• Considers matter on the operation of the risk management system prior to their
consideration by the Board of Directors
Chairman of the Management
Board Management Board
• Ensures the establishment and maintaining the operation of sound risk
management system
• Are responsible for the implementation of decisions of the Board of Directors
regarding the risk management system and report to the Board on the operation of
the risk management system
• Distribute powers, duties and responsibilities for certain risk management
procedures among their subordinate heads of the Company’s structural units
Internal Control and Risk
Management Department
• Provides overall coordination of the risk management processes
• Develops guidance materials in support of the risk management process
• Organise training of employees on risk management issues
• Reviews the Federal Grid’s risk portfolio and makes proposals regarding its risk
response strategies and re-allocation of resources to manage the relevant risks
• Makes consolidated reports on risks
• Monitors the risk management processes performed by the Company’s units and
controlled legal entities
• Informs the Board of Directors and the Company’s executive bodies on the
effectiveness of the risk management processes
Internal Audit Department
• Regularly reviews the reliability and effectiveness of the risk management system,
including:
• Checks whether all elements of the risk management system are sufficient and well-
developed for efficient risk management
• Checks whether risks are fully identified and correctly assessed by the Company’s
management at all levels of its management
• Reviews the effectiveness of control procedures and other risk management
measures
• Analyses information on any risks that have materialised
Risk Owners
Management, structural units,
working bodies
• Develop, record, implement, monitor and improve the risk management system,
including the identification and assessment of risks, development and application of
risk response measures
• Report on the risk management system operation to the Management Board and its
Chairman through the Internal Control and Risk Management Department
• Carry out risk management measures in coordination with risk owners and within
the functional areas of the Company’s activities they oversee
Executors of risk management
measures
Management, structural units,
working bodies, employees
RISK
MANAGEMENt
Monitoring
(V)
Risk Management Methods and Stages
Information sharing
and consulting (IV)
Event Identification
(environment factors) (I)
Risk Assessment (II)
Risk Identification (II-1)
Risk Analysis (II-2)
Risk Evaluation (II-3)
Risk Treatment
(response) (III)
Risk response methods
• Risk avoidance
• Acceptance of or increase in risk to implement favourable opportunities
• Risk reduction or transfer
45
The Long-Term Development Programme of Federal Grid Company
has been developed with consideration of key risks
Federal Grid’s risks rating based on their relevance
Risks related
to the state regulation
of tariffs
Risks related
to technological
connection
Investment risk
Operationaland technological risk
Risk of implementation
of the Import Substitution
Programme
Strategy risk
Risks related to an increase
of overdue and bad accounts
receivable
Environmental risks
Risks related to the political
and economic situation
in the country and region
Moderate
Significant
Risk of business reputation loss
Critical
Risks related to the geographical
characteristics of the country or region
Legal risks
Financial risk
Further details on key risks and risk management actions are available in section CORPORATE GOVERNANCE
REPORT / Control system of the Annual Report
RISK
MANAGEMENt
FINANCIAL
MANAGEMENt
Board focus on risK management
system during the year
• A Register of key risks of Federal Grid Company has
been approved, the Chairman of the Management
Board was instructed to ensure that an annual
report on key operational risks of Federal Grid
Company is submitted for consideration and
approval of the Board of Directors (with prior
consideration by the Audit Committee)
(Minutes No. 248 dated 29 January 2015)
• A Report on key risks for 2014 was considered.
Following the consideration of the Report, the
Board of Directors has made decisions aimed at
improving the effectiveness of the Company’s
risk management system (Minutes No. 270 dated
01 June 2015)
46
• In accordance with the recommendations of the
Corporate Governance Code, the Regulations on
Risk Management System have been approved
(Minutes 291 dated 19 November 2015)
Reviewing the effectiveness of
risk management and the role of
internal audit function
the ongoing assessment of the effectiveness of
the risk management system (self-assessment)
is conducted by risk owners within the functional
areas of the Company’s activities they oversee.
Coordination, monitoring and methodological
support of the ongoing evaluation is carried out
by the Internal Control and Risk Management
Departmnet.
Independent internal review of the effectiveness
and reliability of the risk management system
is regularly conducted by the Internal Audit
Department.
For further details on the improvement of the Federal
Grid’s internal audit function, please, see the section
CORPORATE GOVERNANCE REPORT / Control system
(page.175).
Plans for 2016
• to improve the Regulations on Risk Management
System: to develop and approve the Procedure
for operational risk assessment based on the
international standards and best practices in the
area of risk management
• to implement a system of monitoring, reporting
and evaluating the quality of key risk management
on a regular basis
• to improve the system of motivation of senior
managers, senior officers of the Executive office
and branches of Federal Grid Company taking
into account the requirements to ensure the
acceptable risk levels
• to produce reports on key operational risks
Ensuring Financial Stability
The main objective of financial management is to
ensure financial stability and economic efficiency
of Federal Grid Company and meet obligations to
contractors, shareholders and investors in a timely
manner.
For Management’s Discussion and Analysis for 2015
please refer to the section FINANCIAL CAPITAL
Financial Management Business
Processes
“Single Treasury” implements the functions of a
single treasury at the level of Federal Grid’s executive
office and provides more efficient use of intra-group
liquidity, including the following:
• Liquidity management: limiting the list of service
banks (ToP 10) and deposit instruments
• Payments: setting up payment approval process
and payment arrangements, implementing financial
control
“Budgeting and budget performance reporting” defines
the processes for business planning and budgeting,
budget and business plan adjustments and monitoring
of their performance, approval of business planning
standards for subsidiaries. The Company’s budget
system has the following planning levels (horizons):
• Intra-group cash flow management: optimising
liquidity management and treasury operations
within the Group
• It-system – a set of software used for the
automation of Single treasury functions
47
“Raising external finance” establishes the
Company’s borrowing policy with a view to minimise
insolvency risks and preserve the financial stability.
The Company’s borrowing policy is focused on
maintaining high financial stability and the status
of a reliable borrower, placing a priority on the
following conditions for attracting external funding:
• The use of long-term debt instruments
• Maintaining a prudent level of debt burden and
prudent debt management
• Search for new sources of finance
In order to enhance the internal efficiency of
financial activities and planning, starting from 2016,
business plans are developed not only for Federal
Grid Company and separately for its subsidiaries but
for Federal Grid Group on the whole based both on
RAS and IFRS (consolidated parameters of Federal
Grid Company and its controlled subsidiaries).
• Long-term planning (a five-year planning horizon) –
corresponds to the periods of Federal Grid’s
investment planning and tariff approval with the
planning step of one year in the form of a financial
plan for Federal Grid’s investment programme and
business plan.
• Short-term planning – current planning in the form
of the Company’s budget with the planning horizon
of one year and the planning step of one quarter.
The budget enables the management to use
targets set at the stage of long-term planning as
benchmarks for day-to-day operations.
main stages of federal grid’s
financial management
• Financial planning
• Budget performance monitoring
• Selection of banking institutions for cash
management services
• Selection of debt instruments
• Financial risk management
• Liquidity management
• AR and AP management
• IT system to automate financial management
processes
3
PRODUCTIVE
CAPITAL
FINANCIAL
CAPITAL
INTELLECTUAL
CAPITAL
hUMAN
CAPITAL
NATURAL
CAPITAL
t
N
E
E M
G
A
CORP
O
R
A
t
E
ConStRuC tIon
AnD ReConStRuC tIon
eleCtRICItY
tRAnSMISSIon
teCHnolo GICAl
ConneCtIon
M A N
AtEGIC
R
t
S
F
I
N
A
N
C
I
A
L
M
A
N
A
G
E
M
E
N
t
1,115
km
transmission lines
commissioned
RUB1,284
mln
dividends paid for 2014
G
O
V
E
R
N
A
N
C
E
RUB 995.3
bn
total assets of
the Group
t
N
A N AGEME
M
K
R I S
30
new intellectual property
items registered
23.9
thousand
workplaces created
RUB 248
mln
spent and invested for
environment protection
CREAtION
PERFORMANCE –
CAPITAL MANAGEMENT
Our activities are aimed at ensuring sustainable development
in the long term and creating values for all stakeholders
Electricity transmission
▶ Federal Grid’s Largest Customers in Terms of Revenue from Electricity
transmission Services, 2015
ELECtRICItY
tRANSMISSION
VALUE
CREAtION
UNINTERRUPTED ELECTRICITY SUPPLY
473
Total number of customers of
electricity transmission services
provided by Federal Grid Company
525.8
Billion
kwh
Supply of electricity
to customers in 2015
For customers
50
Number of counterparties
under agreements for electricity
transmission services
Electricity losses in UNEG, %
target
2015
470
4.27
Extent of electricity
transmission constraints, %
0.0026
actual
2015
473
target
2016
510
4.47*
0.0002
4.13**
0.0025
* The increased electricity losses were caused by changes in UNEG operational mode in 2015.
** In accordance with Order No. 1024 dated 25 December 2015 issued by the Russian Ministry of Energy.
the core activity of Federal Grid Company is
the electricity transmission through the Unified
National Electric Grid (‘UNEG’). This business
accounts for 92% of the Company’s revenue.
In accordance with Russian laws, Federal Grid
Company’s services of electricity transmission via
UNEG are monopoly operations regulated by the
State.
The cost of electricity transmission services is based on
tariffs that are set by the Russian Federal Anti-Monopoly
Service (FAS) and includes:
• the cost of electricity transmission for the
maintenance of electric grid facilities that are part of
UNEG
• The cost of electricity losses in UNEG allowed by the
relevant technological standards in the constituent
entities of the Russian Federation.
Information about export and import of electricity
under contracts between Federal Grid Company
and INTER RAO is available in Annex 1
2.06
2.32
3.07
10.63
3.11
3.15
4.07
4.24
9.50
JSC Tyumenenergo
PJSC IDGC Centre
PJSC MOESK
JSC IDGC Ural – Sverdlovenergo
PJSC Lenenergo
9.77
JSC IDGC Ural – Chelyabenergo
JSC Far East Distribution Grid Company
PJSC Kubanenergo
JSC RUSAL Krasnoyarsk
PJSC IDGC South – Rostovenergo
Reducing Electricity
Losses
Actual electricity losses in the Company’s grids in
2015 amounted to 23,478 million kWh. The relative
level of 2015 losses was 4.47% of electricity supplied
by the grid. As compared to 2014, it increased by
0.34%, or 2,217 million kWh as electricity supply
increased by 2.04%. The increase of electricity
losses was caused by changes in the operational
mode of UNEG in 2015, as well as changes in the
load of power stations, redistribution of customers’
load and the commissioning of new equipment in
the Company’s grids
51
▶ Actual electricity losses
2011
2012
2013
2014
2015
million kwh
22,553
21,946
22,262
21,261
23,478
%
4.43
4.24
4.28
4.13
4.47
Change
2015/2014
2,217
0.34 p.p.
the measures to reduce electricity losses for the
reporting period were approved as part of the
Programme for Energy Saving and Improving Energy
Efficiency of Federal Grid Company. They were
implemented in three key areas:
• Optimisation of scheme and mode parameters
in the process of the running and operational
management of electric grids
• Cutting of electricity consumption for substation
needs;
• Construction, reconstruction and development of
electric grids, and commissioning of energy-saving
equipment
As a result of implementing the above measures,
electricity losses were reduced in 2015 by
49.4 million kWh.
In 2014–2015, the Federal Grid Scientific and
Technical Centre (with participation of JSC Scientific
and Technical Centre of UES) conducted a “Study
of the Possibility for Reducing Technical Losses
during Electricity transmission via UNEG and the
Capacity for Reducing Such Losses.” The document
includes the findings of a study of thresholds for
process losses of electricity in UNEG for the medium
term, with regard of an impact that will be made
by actions targeted at the reduction of electricity
losses during the transmission, and plans for the
development of electric grids.
Operating perfOrmanceproductive capital
Customer-Oriented Approach
in Developing high-Quality Services
VALUE
CREAtION
oPENNESS AND FLEXIBILITY
IN CUStOMER RELAtIONS
Gw
2.7
Increase of connected capacity
of customers and generation
facilities against the previous
year
For customers
For the State
52
technological connection is a service package which
the Company offers to connect electricity consumers’
power receivers, electricity producing facilities and
grid facilities to Federal Grid Company’s electric grids.
conditions, sign a contract, obtain a permit from
the federal power supervision authority for the
commissioning of the applicant’s facilities, and issue
a connection report.
we provide a full package of technological
connection to electric grids: we accept an application
for technological connection, develop technical
client-oriented approach
Federal Grid Company focuses its efforts on
increasing the transparency and accessibility of the
technological connection to the grids. The Company
is implementing an action plan “Increasing the
Accessibility of the Power Infrastructure” approved by
the Russian Government, which provides for reduced
timelines and stages of technological connection.
Federal Grid Company’s customers have
interactive access to the Technological
Connection Portal at www.fsk-ees.ru (section
About the Company / Customers / Technological
Connection Services), which provides full and
up-to-date information about technological
connection to customers.
we provide technological connection services to
new and existing customers if the latter need to
change the operating parameters of their power
facilities. The Company enters into direct contracts
with customers in all constituent entities of the
Russian Federation where grid facilities of Federal
Grid locate subject to the restrictions set by the
Federal Law No. 35 and Technological Connection
Rules.
In 2015, Federal Grid Company signed 210
agreements for technological connection with
customers and distribution grid companies and
generation companies. The total maximum capacity
for technological connection of consumers and
distribution grid companies was 2.8 GW, and 5.4 GW
for electricity production facilities.
See changes in technological connection KPIs
in Appendix 1 to Annual Report
tECHNOLOGICAL
CONNECtION
minimisation of the cost of capital and earning of
guaranteed but not excessive profits. As a result,
this model makes it possible to pay dividends to
shareholders.
the main principle of such tariff regulation is the
recovery by the Company of all its reasonable costs
related to the development and servicing of electric
grids, including reasonable return on invested
capital from the fee for technological connection or
via including these costs in the tariff for electricity
transmission.
What is the strategic initiative to establish attractive
terms and conditions of technological connection?
Alexey Molsky
Deputy Chairman of Federal Grid Company’s
Managing Board
What is the economic model of technological
connection which is implemented as part of the Long-
Term Development Programme and based on a balance
of interests and fair sharing of risks between applicants
and the backbone grid company?
“this model of tariff regulation provides for the
mitigation of financial risks for such regulated
entities as Federal Grid Company, as well as
“We have been progressively optimising technical
terms and capital costs. This will eventually help to
reduce the customers’ costs related to technological
connection. Moreover, Federal Grid Company has large
financial resources that help it to implement major
technological connection projects in most Russian
regions. Finally, we offer an attractive tariff which is
one of the lowest tariffs for electricity transmission
services.”
53
▶ Connection of Customers and electricity Generating Facilities, MW
3,907
2,259
1,657
2,912
1,401
2,392
1,769
3,768
5,419
2,766
2011
2012
2013
2014
2015
Electricity generating facilities
Customers and grid companies
Operating perfOrmanceproductive capital
tECHNOLOGICAL
CONNECtION
IMPROVING
RELIABILITY
▶ Federal Grid Company’s Major Technological Connection Projects in 2015
Customer
JSC E.oN Russia
PJSC OGK-2
Facility
Capacity, Mw
Berezovskaya hydro Power Station, Unit3
Cherepovets hydro Power Station, Unit 4
JSC INtER RAO – Elektrogeneratsia
Yuzhnouralskaya Hydro Power Station-2, Unit 1
JSC Fortum
PJSC MOESK
Chelyabinsk heat and Power Plant-3, Unit 3
tC 110 kV MSU SS to 500 kV Ochakovo SS
JSC GAZPRoMNEFT – Moscow Refinery
220 kV GPP-3 SS to 500 kV Chagino SS
Federal State-Run Enterprise “Aerospace
Industry Research & testing Centre”
Vostochny Spaceport, Stage 1
LLC Yandex DC
CJSC Vankorneft
PJSC IDGC Ural
JS tyumenenergo
110 kV Yandex SS
110 kV NPS-1 SS
tC 110 kV Ustinovo SS to 220 kV Khimkomplex SS
TP 110 kV Geolog SS to 220 kV Barsovo SS
54
800
420
400
220
83.17
67
60
56
20
19.65
18
Improving Reliability
as a Strategic Priority
VALUE
CREAtION
RELIABLE ELECTRICITY SUPPLY
%
22
In 2015 accident rate at Federal
Grid Company’s facilities
decreased as compared
to the previous year
%
51.5
Undersupply of electricity to
the Company’s customers
decreased in 2015 as
compared to the previous year
For customers
55
Number of major accidents
Extent of electricity
transmission constraints, %
2015,
target
No more than
37
No more than
0.0026
2015,
actual
17
0.0002
2016,
target
No more than
25
No more than
0.0025
Ensuring reliable electricity supply to our consumers
is one of our priorities. Maintaining a high level of
reliable power supply to customers is established as
a strategic goal by the Long-Term Programme for the
Development of Federal Grid Company, and an action
plan is implemented annually in order to achieve this
goal. The Company has been increasing the reliability
of its grids by installing new equipment and improving
its personnel’s skills and professionalism.
In 2015 accident rate at Federal
Grid’s facilities decreased compared
to the previous year by
22%
Operating perfOrmance productive capital
in 2015, the numBer of accidents
at the company’s facilities decreased By 17.3%
as compared to the previous year.
what actions help the company to improve
the reliaBility of electricity supply
to customers every year?
56
Vladimir Dikoy
Deputy Chairman of the Management Board, Chief engineer,
Member of Federal Grid Company’s Management Board
“The continuous improvement of reliability is the
result of our comprehensive approach to this
strategic objective.
First, repairs at UNEG facilities are organised and
planned in accordance with all the established
regulatory and technical requirements that are
effective in Federal Grid Company, and with due
regard of the actual technical condition of equipment,
local conditions and track record of operation.
Second, the Company carries out pinpoint upgrade
of facilities and modernisation of equipment
by installing units that have better technical
characteristics and ensure higher reliability, including
units in the schemes of capacity delivery from
generation facilities.
Third, the Company is able to respond promptly
and professionally to any possible emergencies
and liquidate the aftermath of accidents if they
occur. The Company’s specialists conduct a
mandatory review of causes and develop actions
to prevent such disturbances in the future.
Fourth Federal Grid Company has a holistic system
for the preparation of facilities for operation during
“special periods,” i.e. during thunderstorms, fires,
river floods, and in the autumn/winter period.
It enters into cooperative agreements with
contractors, RosHydroMet, Ministry of Emergency
Situations and grid distribution companies to
collaborate and conduct repair and recovery work.
Fifth, the Company has been steadily developing
the competencies of repairs and diagnostics
employees by arranging training for them by
the leading training centres and producers of
equipment, as well as by the Company’s Personnel
Training Centres.”
In 2015, we continued to take regular efforts to reduce
the accident rate. The accident rate has been declining
over the past five years.
22% compared to 2014, while the volume of services
(number of electrical equipment items) continues to
increase (by 6% in 2015).
The quality of our operations is supported by the annual
decrease of the accident rate over the past three years
by 18% on average. In the reporting year, accident
rate at Federal Grid Company’s facilities decreased by
Undersupply is an important characteristic of
sustainable electricity supply to our customers.
In 2015, it decreased by more than twofold
as compared to the previous year.
IMPROVING
RELIABILITY
▶ total Accidents at Federal Grid
Company’s Facilities
▶ Accident Rate at Federal Grid
Company’s Facilities (number
of accidents per 1,000 units
in operation)
▶ undersupply of electricity by
Federal Grid Company, MWh
2,871
2,596
2,286
2.65
2.42
1,954
1,616
3,565
3,090
2,768
1,725
2.08
1.72
2,042
1.35
2011
2012
2013
2014
2015
2011
2012
2013
2014
2015
2011
2012
2013
2014
2015
Fixed Assets Renovation Programme
the Fixed Assets Renovation Programme is aimed
at ensuring the reliable and efficient functioning
of the electric grid complex via re-equipment.
the renovation programme was included in the
Company’s Investment Programme for 2015–2020
approved by the orders of the Russian Ministry of
Energy No. 979 and 980 dated 18.12.2015.
federal grid company’s technical
policy
Implementation of the Unified Technical Policy
approved by the Board of Directors of Federal Grid
Company in 2013 helps us improve the electric grid
complex’s efficiency, reduce its operational cost,
strengthen the system-wide reliability of UNEG and
meet the increasing demand for electricity.
57
the draft of the Renovation Programme for 2015–
2020 stipulates commissioning of facilities with a
total capacity of 11,452 MVA, reconstruction of 331.5
kilometres of transmission lines, and financing of
RUB 118.2 billion.
For 2016, the Renovation Programme envisages
commissioning of 2,033 MVA of capacity for the total
amount of RUB 16.7 billion.
In 2015, Federal Grid Company fully implemented all
planned measures scheduled for maintenance and
repairs at its power facilities:
Repairs Programme
the Repairs Programme aims to provide technical
maintenance and repairs at Federal Grid Company’s
power facilities in order to ensure that equipment of
substations and high-voltage lines is in good working
conditions, that there are no accidents during the
autumn/winter period and to ensure reliable operation
of UNEG as a whole.
• we repaired 215 phases of transformer equipment,
19 phases of reactors, 14,448 phases of
disconnectors, 2,191 on-/off switches, and about
10,270 supports for high-voltage transmission lines
• We cleared 43,400 hectares of high-voltage
electricity transmission line paths
• We replaced 125,917 insulators at high-voltage lines
Operating perfOrmanceproductive capital Operational Process Control
Operational process control in the Company is aimed
at ensuring the reliable operation of the UNEG facilities
and adhering to the operating modes that are set by
the System operator’s control centres. our objective
is to comply with the quality and safety requirements
when we operate the UNEG facilities.
Operational process control in Federal Grid Company
addresses the following main issues:
• to ensure proper quality and safety in the operations
of UNEG facilities
• To ensure effective work of the unified system for
training of operational personnel
• to make schedules for accident-caused restrictions
on electricity consumption and impose accident-
caused restrictions for teams of the System
operator’s dispatch centres
• To connect grid facilities and customers’ energy
receivers to automatic emergency response
systems
Situational management is closely linked to the
operational process control framework and addresses
the following tasks:
• Controls operational environment and
implementation of actions related to response and
mobilisation of staff and resources in cases of
contingency and emergency
• To minimise the number of process disturbances
related to operating employee errors
• Controls the organisation, timelines and process of
emergency recovery work at UNEG facilities
58
• To contribute to the drafting and implementation of
the UNEG development programmes in co-operation
with the System operator’s dispatch centres
• Promptly analyses dangerous natural phenomena
to see whether there are risks to interrupt reliable
operation of UNEG facilities
• to plan and implement measures that ensure
repairs, commissioning, modernisation and
renovation of UNEG facilities
• To liquidate process disturbances in UNEG
• Organises information sharing with the situation
centres of subsidiaries and affiliates of Rosseti,
regional offices of the fuel and energy companies,
Ministry of Emergency Situations, RosHydroMet,
RZD, telecommunications companies and others
▶ number of process Disturbances
Caused by employee errors
▶ Rate of process Disturbances
Caused by operating employee
errors
▶ outage Schedule
Implementation Rate
57
40
12
9
19
18
16
4
4
5
3
3
0
0
.
6
2
0
0
.
2
1
0
0
.
8
0
0
0
.
6
1
0
0
.
4
1
0
0
.
3
0
0
0
.
3
0
0
0
.
5
3
1
0
0
.
8
3
0
0
0
.
.
5
8
9
.
5
8
9
.
6
8
9
.
8
8
9
.
0
9
9
.
0
5
9
.
0
5
9
.
0
5
9
.
0
5
9
.
0
5
9
2011
2012
2013
2014
2015
2011
2012
2013
2014
2015
2011
2012
2013
2014
2015
All categories
Operating Employees
Target
Actual
Target
Actual
IMPROVING
RELIABILITY
• Provides methodological guidance; organises and
oversees Federal Grid Company’s duty teams
• Forecasts evolution of natural, technology-related
and anthropogenic situations that might disrupt
the reliable operation of electric grid facilities
Operation during Special Periods
weather and climatic conditions make a strong
impact on Federal Grid Company’s operations.
therefore, we prepare electric grid equipment
and facilities in advance for operation under low
temperatures and peak loads occurring during
the autumn/winter period and in case of natural
anomalies during periods of river floods, fires and
thunderstorms. These are called “special periods” in
our operation.
No major disturbances in UNEG operations were
reported in 2015. The power system facilities
operated as usual, including operations during river
floods, thunderstorms and fires.
The total number of process disturbances
decreased markedly in the autumn/winter period of
2014–2015 as compared to the previous years, both
at substations and electricity transmission lines.
The number of accidents caused by errors or wrong
actions of employees has also decreased.
In 2015, river floods in most Russian regions were
moderate. The situation was rather tense only in
three regions, i.e. in the Far East, Western Siberia
and South. There were no interruptions in electricity
transmission due to actions that had been taken in
advance, work of the river floods commissions, and
regular inspections of places where power facilities
could be flooded.
Besides, the Company employees prevented major
interruptions in the operations of the power supply
facilities during forest fires that began in the spring
in the Siberian Federal District. During the emergency
situation in this period the Company closely co-
operated with the regional governments, Ministry of
Emergency Situations, hydro-meteorological services
and power companies of the regional distribution
grid system. Efforts had been taken in advance in
order to reduce the likelihood of PtL disconnections
because of brush-wood fires; dry wood had been
removed in a timely way; and fire break ploughing had
been made.
on 12 November 2015, the Commission of the Russian
Ministry of Energy issued a certificate confirming
the Company’s readiness for operation during
the 2015–2016 autumn/winter period.
ensuring reliaBle operations
of the electricity grid facilities
during interruptions of power
supply to the customers and other
contingency situations
• Federal Grid Company operates on a permanent
basis 49 duty stations, whose main objective is
to ensure reliable operation of the Company’s
facilities during any emergency or other contingency
situations and in cases where there is a threat of
disruption of the course or efficient organisation of
emergency and recovery work at such facilities
• Branch representatives take part in the work of duty
stations set up in the Russian regions to ensure safe
electricity supply
• our Company entered into 129 agreements on
co-operation with contractors, which are involved,
whenever necessary, in emergency and recovery
efforts at the grid facilities. It also entered into 64
agreements with RoshydroMet and 85 agreements
with the Russian Ministry of Emergency Situations
• A sufficient emergency reserve has been created
including a pool of large units
• The Company has 349 back-up sources of power
with total capacity of 100.6 MV which is uses
in repair and recovery work.
59
Operating perfOrmanceproductive capital Effective Application
of Information technology
Reliability of UNEG, building a smart grid and
effective management of the Company’s business
are based on the use of advanced and modern
information and communications technology. our
Company has been building the Energy System’s
Unified Process Communications Network (ESUPCN),
which focuses on the digitalisation of the network
and on making it smart.
60
nikolay pozdnyakov
Deputy Chairman of the Management Board,
Member of Federal Grid Company’s Management
Board
How do information technologies promote the
achievement of strategic objectives that are outlined
in Federal Grid Company’s Long-Term Development
Programme?
“Implementation of automated management
projects provides for centralisation and automation
of business processes in finance management,
development of the corporate investment
programme and investment budget, and storage
and processing of financial documents. These
solutions help to lower the risks of inappropriate
use of funds and financial risks in settlements
with counterparties, increase the transparency of
accounting and reduce accounting-related labour
costs.
In the management of the Company’s investment
programme, automated It systems help to improve
the quality and accuracy of decisions when
projects are selected. They also ensure more
transparent calculations of financing required for
investment projects, and efficient control over their
implementation.
Installation of modern equipment and new
generation communication technologies at
the electric grid facilities provides for better
management of the Company’s operations and
processes, and improves reliability of power
supply to customers.”
Are there any examples to demonstrate successful
import substitution in the IT area: does Federal Grid
Company employ any domestic IT systems and IT
solutions?
“We began gradually substituting some foreign-
made software platforms for their Russian
analogues – this work is part of our Import
Substitution Programme. We harmonise the
accounting systems in our subsidiaries on the
basis of 1C software solutions, transfer Federal
Grid Company’s geoinformation system to
a Russian-made platform, and install an Enterprise
Asset Management designed by Russian
producers.
In 2015, the Company installed a system of
corporate identification and electronic digital
signature. only Russian software is used in this
system.
we proactively use Russian equipment for the
development of our telecommunication networks.
For example, almost 80% of hF communication
systems are produced in Russia. Domestically-
made PABXs are also widely used.”
DEVELoPMENT oF CoMMUNICATIoN
NETWoRK AND IT SYSTEMS
In order to improve operations
and process management,
the Company digitalises
communication channels of the
automated dispatch control
system (ADCS) and automated
process control system (APCS)
at the level “object – Dispatch
Centre.” In 2015, digitalisation level
in the Company was about 75%.
Comprehensive development
of the Unified Process
Communications Network
helped to reduce the Company’s
operating costs substantially.
In 2015, the costs of process
and corporate communications
per one power facility of Federal
Grid Company decreased by
16.5%.
while implementing its
It strategy in accordance
with the Programme for Import
Substitution of Equipment,
technologies, Materials and
Systems for 2015–2019, Federal
Grid Company prefers to use
Russian-made equipment and
software at all levels of process
management.
▶ Digitalisation of Federal Grid
Company’s electric Grid Facilities
▶ unit Costs per one power
Facility, RuB mln
▶ Share of Russian-Made
Communications equipment, %
63.5
69.3
74.6
3.03
2.53
78.7
47.2
36.0
61
2013
2014
2015
2014
2015
FOCN
Telephone
HF
communications
Structure of the Uniform Communications Network in the Electric Power
Industry and Technologies Employed in This Network
Fibre-optic communications
network (FoCN)
total Length of FOCN, thousand
kilometres
In 2015
This is the basic communications
network for the energy system. It
is based on the use of a fibre-optic
cable which is suspended on
overhead electricity transmission
lines.
Federal Grid Company co-operates
with telecom operators on the basis
of long-term reciprocal lease.
48.9
54.0
57.7*
2013
2014
2015
* Net of rent (9,100 kilometres)
Federal Grid Company completed
construction of 3,664 kilometres
of FoCN at the following facilities:
Kostroma – Kirov (MES Ural),
Bolchary – Kartopia (MES Western
Siberia), Kyzylskaya – Chadan (MES
Siberia), Konakovo hydro Power
Station – Kalininskaya – Novaya –
Kalininskaya Nuclear Power Station
(MES Centre), Rostov Nuclear Power
Station – Tikhoretskaya (MES South).
Cable lines constructed by the
Company itself account for the
largest share of FoCN (59%), while
the rest are either rented (14%) or
have the right of passage (27%).
Operating perfOrmanceproductive capital
DEVELoPMENT oF CoMMUNICATIoN
NETWoRK AND IT SYSTEMS
Development of Corporate
Information Management System
the development of corporate information
management system (CIMS) is regulated by Federal
Grid Company’s IT strategy for 2014–2020, which
was approved by the Management Board in 2014.
The following most important CIMS projects were
completed in 2015:
a corporate information management
system
ensures comprehensive automation of the
Company’s main business processes; improves
manageability of Federal Grid via centralisation and
systematisation of all available information and
providing prompt access to it; and helps to reduce
costs via more efficient spending of funds
• the automated company-wide treasury system
improved effectiveness and optimisation of the
financial function in Federal Grid Company and its
subsidiaries, and strengthened financial control
• An automated system for managing the supply
of personal protection means to employees. This
helps to optimise planning, recording and supply of
such means
• the automated system for posting information
about procurement and a list of procurement-
based contracts on the corporate website. This
system helped to reduce labour costs related to
compliance with the federal law requirements
about posting information on the official website
of government procurement
In 2016, the Company will continue developing CIMS
and intends to install the following systems:
• An automated system for managing the
Company’s investment budget. This results in
higher quality and effectiveness of budgeting
• A subsystem for electronic digital signature of
documents in order to ensure legally relevant
electronic centralised approval of requests for
payment and making payments in the Company
• An automated system for the management of
electronic archive services in order to improve
effectiveness and quality of operations as part
of business processes that are based on primary
documents, by providing centralised access to the
electronic repository of documents
63
high-frequency (hF)
communications via electricity
transmission lines
Commissioning of HF
Communications Systems
at UNEG Substations
this process communications
network uses phase wires and
cables of overhead transmission
lines to carry signals.
436
393
367
2013
2014
2015
telephone communications
network
Commissioning of telephone
Switching Systems at UNEG
Substations
Based on the radial and hub network
principle, the power industry’s
telephone communications network
provides for interaction with the
process network of the System
Operator and other electricity market
participants.
62
113
83
50
2013
2014
2015
In 2015
Federal Grid Company upgraded
some HF communications system
facilities and decommissioned
some other equipment because
FoCNs were operationalised. In
the reporting year, Federal Grid
Company installed 393 half-sets
of hF communications. The
Company’s facilities now have
11,442 such half-sets.
In 2015
Federal Grid installed 50 PABXs
at the electric grid facilities of its
branches, as well as systems for
recording operational personnel
communication, DECT wireless
communications systems and
loudspeaker and radio searching
communications systems.
Automated Process Control System
The automated process control system (APCS) is
a Company-wide system for the management of
UNEG operations and development, so it integrates
the devices and systems for the automated
dispatch, processing and operational activities of
the Company’s administration and MES / PMES
services. It also embraces tools and subsystems
of the automated control systems that exist and
develop on their own (such as APCS, IATS, ADCS,
RPA, EFMS), thus providing the necessary interface
for interaction with the management control
systems of the System operator and distribution
grid companies.
In 2015, as part of the project “Development of the
Automated Process Control System (APCS),” the
Company completed a pilot project of an integrated
APCS for MES North-West. This APCS ensures
automated integration of all information-sharing
and process systems on the basis of one network-
wide model. As a result, employees of the process
units in this branch receive updated information
about the condition of UNEG facilities. They also
have the tools for analysis and identification of
contingency situations, remote management of
the automated process
control system
allows both operational and non-operational
functions to be performed by Electric Grid Control
Centres, improves the efficiency of UNEG mode
control by allowing a high level of observability,
prevents outages and reduces the time for decision-
making and the likelihood of errors by operational
employees in emergency situations
equipment, and access to the database of UNEG
regulations and reference information.
In the reporting year, the Company continued the
development of the automated systems for dispatch
and process management in the grid management
centres of Amur, Khabarovsk and Primorie PMES.
the Company and JSC System Operator of UES ran
joint projects in 2015 to develop remote management
of equipment at several substations of MES North-
west, Centre, South and East from Federal grid
Company’s grid management centres and the System
operator’s dispatch centres.
Operating perfOrmanceproductive capital 64
Procurement transparency
and Competitiveness
MUTUALLY BENEFICIAL CooPERATIoN
CREATIoN oF TRANSPARENT AND CoMPETITIVE ENVIRoNMENT
SUPPoRT To DoMESTIC PoWER PLANT INDUSTRY
AND IMPoRT SUBSTITUTIoN
VALUE
CREAtION
RUB137
total purchases made
by Federal Grid on the
competitive basis in 2015
billion
to suppliers
and contractors
to the State
In all regions where the Company operates, it performs
procurement aimed at purchasing the necessary
equipment and services on the competitive market
within its corporate investment programme, and at
fulfilling its annual repairs and target programmes
88.4%
In 2015, the Company made competitive purchases
totalling RUB137 billion or 96% of total purchases.
The economic benefit of such procurement reached
RUB 2.7 billion.
Share of purchases made via open
tenders in total Federal Grid’s pur-
chases in 2015
principles
Key oBjectives
OPENNESS
optimise the procurement management system on the basis of best practices
COMPEtItIVENESS
Reduce Company’s expenses by cutting the cost of procured goods, works and services and
minimising intermediary services
JUStIFICAtION
Provide goods, works and services of high quality at minimum cost and on time
PROCUREMENt
Grid’s procurement plan for 2016 was agreed with
the Federal Corporation for Development of Small
and Medium-Sized Enterprises.
Moreover, our Company has set up an advisory
body to improve the procurement efficiency,
including the procurement from small and
medium-sized enterprises.
over the reporting year, we signed more than 6,300
contracts with small and medium-sized business
entities for more than RUB33 billion that makes
up more than 23% of all completed procurement
procedures”.
What is the role of local suppliers and contractors
in Federal Grid’s regional procurement?
“In each region where we operate, the share
of local suppliers and contractors in regional
procurement reaches 80%. To perform highly
specific works, it is possible to contract
companies that perform such work all over the
Russian Federation. When constructing and
commissioning energy facilities, we create new
jobs and involve local residents or personnel of
allied industries”.
65
pavel Barkalov
procurement Director of Federal Grid Company
How does procurement optimisation contribute to the
fulfilment of the strategic objectives of reducing costs
(specific operating and investment costs)?
“In 2015, procurement savings reached RUB 2.7
billion or about 2% of all purchases made”.
What are the main focuses for implementing the ‘ Road
map’ for improving the access of small and medium-
sized businesses to Federal Grid’s procurements?
“we have a list of goods, works and services
specified by the RF Government to be purchased
from small and medium-sized businesses. Federal
▶ Federal Grid’s Regulated purchases in 2015 by type
Open tender
Open request for quote
Open request for proposal
Sole source
Ordinary purchase
tOtAL
Value of purchases under
procurement procedures,
RUB billion
Number of
procurement
procedures, ea.
Share in total
purchases,%
126.1
0.6
8.6
5.6
1.7
142.6
511
535
2,101
563
12,851
16,561
88.4%
0.4%
6.0%
4.0%
1.2%
100%
Operating perfOrmanceproductive capital
to facilitate engagement with suppliers, procurement
procedures are conducted with the use of an
electronic trading facility at www.Tzselektra.ru
accessible to a large number of service providers.
the Company holds annual meetings with its
major suppliers to improve cooperation. An
updated procurement plan (procurement to be
announced, currently conducted and already
completed) is published every month on the web-site
www.fsk-ees.ru in section to Suppliers with the link to
the trading platform to obtain details immediately.
Federal Grid’s subsidiary JSK UES
Energostroisnabkomplekt (ESSK) handles the
preparation of tender documentation and bid
evaluation. A winner is selected by the Tender
Board, which is a collegial body. The Consolidated
Planning and Procurement Department performs
methodological and operational control of
procurement. The Management Board Chairman
reviews procurement reports on a regular basis.
The Board of Directors is empowered to approve
the Regulations on the Procedure for Regulated
Procurement of Goods, Works and Services.
this is a fundamental document governing the Federal
Grid’s procurement and ensuring that goods, works
and services are procured on a unified methodological
basis with the use of up-to-date forms of competitive
procurement primarily through tenders.
66
Main procured goods, works
and services in RuB billion
(% of total purchases)
work package, including design and
as-built documentation, construction
and installation
RUB101.2
billion
(71.0%)
Equipment and materials
RUB13.6
billion
(9.5%)
Design
RUB8.7
billion
(6.1%)
Repair and maintenance
RUB6.5
billion
(4.6%)
Procurement Chain
Construction
and upgrade
Electricity
transmission
CONSUMERS
Repairs
technological
connections
Electricity transmission
and technological connection
services
PROCUREMENt
Procurement from local suppliers
As purchases are made in the regions,
where Federal Grid has its branches, a lot of
local suppliers and contractors participate
in procurement procedures.
Up to 80%
Share of local vendors and contractors
participating in Federal Grid’s regional purchases
▶ Federal Grid’s procurement Structure in 2015 by Region
total value of regional
purchases, RUB billion
Number of regional
purchases
Share in total
purchases, %
Siberia
Centre
East
South
Volga
Urals
North-west
Western Siberia
tOtAL
9.8
22.0
12.5
9.4
5.6
7.3
52.4
23.6
142.6
3,185
3,223
1,712
1,625
1,816
1,842
1,795
1,363
16,561
6.9%
15.4%
8.8%
6.6%
3.9%
5.1%
36.8%
16.5%
100%
67
Cooperation with Small
and Medium-Sized Businesses
Federal Grid’s total purchases from small
and medium-sized enterprises in 2015
Pursuant to the RF Government Resolution No. 867-r
dated 29 May 2013, our Company has approved
the Partnership Programme between Federal Grid
Company and small and medium-sized enterprises
(SME) and keeps a register of SMEs that joined the
Programme.
Federal Grid has also set up an advisory body
to ensure the procurement efficiency, including
the procurement from small and medium-sized
enterprises. The above body includes representatives
of the Department for Contractual System
6,302 contracts
RUB33billion
for the total
amount of
Quantity and value of contracts signed with small and medium-
sized enterprises based on procurement procedures from
January 1 to December 31, 2015
Contracts signed with small and medium-sized enterprises
based on tenders or other procurement procedures specified by
the Procurement Regulations, where small and medium-sized
enterprises are participants of procurement process*
Number of
contracts,
ea.
Contract value,
RUB billion, VAT
inclusive
Share in total
contracts, %
6,302
652
33
1.3
23.1%
5.4%
* Data are given for the period of July 1, 2015 – December 31, 2015 in accordance with RF Government Resolution No. 1352 dated 11 December 2014
(revision № 1169 as of 29 October 2015).
Operating perfOrmanceproductive capital
PROCUREMENt
▶ Growth of the share of Russian-made products
in Federal Grid’s purchases (as regards main
electrical equipment, which is included in the Import
Substitution program)
+30.5%
55.5%
83%
+27.5%
25%
75%
17%
44.5%
2013
2014
2015
Imported equipment
Russian-made equipment
▶ Average level of manufacture localisation of main
electrical equipment used by Federal Grid
81%
79%
70%
68%
68%
65%
61%
57%
t
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r
r
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F
S
components capable of providing the quality in line
with international standards. In this respect, a list of
components and materials of foreign manufacture
used by Federal Grid’s major contractors has been
prepared.
• to support the development of domestic
manufacturers, Federal Grid provides assistance
to enterprises that applied to the Industry
Development Fund for a special-purpose low-
interest loan for production growth.
69
• the launch of Russian electrical products to
international markets is actively supported. Federal
Grid maintains the cooperation with electrical grids
of China, India, Vietnam and Belgium to exchange
the experience of electrical equipment operation, in
such a way increasing their awareness of Russian-
made products.
Federal Grid Company has drafted and approved
in 2014 a Methodology for assessing localisation
of electrical products manufacturing, which allows
to obtain a quantitative criterion for treating
manufacturers as domestic ones.
• on 2 December 2015, Federal Gird Company
together with the expert panel of the State Duma
Energy Sector Committee “Import Substitution
in the Fuel and Energy Sector” conducted the
round table titled “Import Substation: Boundaries
of Energy Security” as a part of the business
programme of the exhibition “Russia’s Electrical
Grids-2015”. According to the results of the round
table, recommendations were made with respect
to the implementation of the import substitution
policy and promotion of domestic electrical
industry and submitted to the Energy Committee
of the State Duma, as well as to other interested
departments and organisations.
68
Development of the RF Ministry of Economic
Development, Skolkovo Fund, Association of Energy
Constructing Enterprises, Compliance Assessment
and Monitoring Directorate of JSC Federal
Corporation for Development of Small and Medium-
Sized Enterprises, JSC UK RUSCoMPoZIT, and
Innovations Committee of the National Association of
Procurement Institutions.
the 2016 Procurement Plan was agreed with the
Federal Corporation for Development of Small and
Medium-Sized Enterprises.
Import Substitution as a Strategic
Priority
Reducing the dependence on imported equipment is a
key priority of the development of the Russian electricity
industry. our Company, as one of the largest Russia’s
consumers of high and extra-high voltage equipment, is
interested in the development of the national electrical
engineering industry and creation of internal competitive
markets of such equipment.
Given the need to lower the risks of dependence on
imported equipment, Federal Grid has resolved that
import substitution would be one of the strategic
priorities of its long-term development programme.
to encourage these processes and overcome the
dependence on imports, we drafted and approved
in 2014 the Programme for Import Substitution of
Equipment, technologies, Materials and Systems for
2015–2019, which strategic priority is to reduce the
share of imported electrical equipment procured by
Federal Grid to 5% by 2030.
criteria for assessing the import
suBstitution programme efficiency
• Increased share of domestically manufactured
electrical equipment in purchases
• Increase in localisation of electrical equipment
manufacturing within the Russian Federation
• Growth of innovative products and technologies
developed jointly by Federal Grid and domestic
manufacturers and launched into production
75%
Share of domestically manufactured
products in main electrical equipment
procured by Federal Grid in 2015
The main objective of the Import Substitution
Programme is to develop an efficient and effective
cooperation with manufacturers of electrical
equipment for the purpose of increasing the
quality and reliability of electricity supply to
consumers, assuring the state energy security and
implementing the tasks of Federal Grid’s innovative
development, energy saving and improving energy
efficiency.
Main Priorities and Results of
the Import Substitution Programme
in 2015
• the following nine groups of main electrical
equipment were included into Federal Grid’s
Import Substitution Programme as priorities:
1) 110–750 kV transformers and
autotransformers;
2) 110–750 kV shunt reactors
3) 110–500 kV controlled shunt reactors
4) 110–750 kV switches
5) 110–750 kV circuit breakers/
6) 110–500 kV current transformers
7) 110–500 kV voltage transformers
8) 110–500 kV SF6 insulated switchgears
9)110–330 kV power cable with cross-linked
polyethylene coating
the share of Russian-made products procured for
these groups of equipment reached 75% in 2015.
• In 2015, the implementation of long-term
contracts with leading manufacturers of electrical
equipment providing for production localisation
in the Russian Federation continued. 2,092 МVА/
МVАr of transformer equipment was purchased
from such manufacturers.
• to increase the localisation of electrical
equipment manufacture, Federal Grid promotes
the cooperation of foreign firms with Russian
manufacturers of units, materials and
Operating perfOrmanceproductive capital
Investments in the Electric Grid
Infrastructure Development
ELECTRIC PoWER INFRASTRUCTURE FoR DEVELoPING
tHE ECONOMY
VALUE
CREAtION
70
44.3
thousand
MVA
of new transformer capacity
planned for commissioning
under the 2016–2020 investment
programme
11.8
thousand
km
total length of electricity
transmission lines planned
for construction under
the 2016–2020 investment
programme
to the State
and society
as a whole
Total commissioning, RUB bn
Capacity commissioned, MVA
Electricity transmission lines
commissioned, km
* Set out by the investment programme for 2016–2020
2015
target
86.17
7,623
1,101
2015
actual
99.48
7,585
2016
target*
112.63
10,209
1,115 1,242.56
The key objectives of Federal Grid’s investments are
to modernise and enhance the reliability of the unified
energy system to ensure uninterrupted electricity
supply to consumers. As part of its investment
activities, the Company is currently implementing
projects on construction of new facilities of
the electric grid infrastructure and upgrade of
existing ones.
how can the current economic
environment in the country influence
the implementation of the investment
programme?
INVEStING
ACtIVItIES
Dmitry parishkura
Investment Director,
Federal Grid Company
“the approved investment programme for
2016–2020 has been developed with due
consideration of the current economic environment,
the need to maintain the Company’s financial
stability at the existing level under high volatility
of financial and currency markets, much more
expensive borrowings and payment discipline
deterioration.
As compared to the earlier approved investment
programme for 2015–2019, there are some changes
in funding of certain facilities to develop the electric
grid infrastructure in Eastern Siberia and Far East,
addressing also the expansion of the Baikal-Amur
Mainline (BAM) and the Trans-Siberian railway, as well
as changes in the required financing of the connection
of electricity receivers of the Skolkovo Innovation
Centre”.
71
▶ Investment trends, RuB billion
▶ Federal Grid’s Capacity Commissioning
trends
▶ Capital Investment Structure
in 2015 (by financing), RuB billion
184.7
179.9
149.7
18.5
17.83
9%
23%
90.9
85.9
10.79
9.52
2011
2012
2013
2014
2015
2011
2012
2013
2014
2015
2.96
3.64
3.69
3.12
2.32
0.66
68%
Transformer capacity,
thousand MVA
Electricity transmission lines,
thousand km
19.42
Upgrade and
reconstruction
58.72
New construction
7.74
Other
Operating perfOrmanceproductive capital
Key oBjectives of federal grid’s
long-term investment programme:
• Maintain the reliable operation of the Unified Energy
System to assure uninterrupted electricity supply to
consumers
• Assure electricity supply to the facilities of national
importance
• Ensure the high quality of electricity transmission
and consumer connection services and access
thereto
• Improve the efficiency of backbone electric grids
through cost reduction and energy efficiency
programmes
• Synchronise the development of generation facilities
and distribution grids
72
• Establish an efficient system of management of
Federal Grid’s operations with the view to improve
the observability of grid facilities
• Ensure uninterrupted electricity supply in the
conditions of separate functioning of the Unified
Energy System of Russia and the Integrated Power
System of Ukraine
Long-Term Investment Programme
Federal Grid’s investment programme for
2016–20201 was developed in the conditions
of current economic situation characterised by
much more expensive borrowings, less accessible
financial markets, inflation escalation, currency rate
increase and consumer non-payments.
total planned investments in 2016–2020 reach
RUB471.1 billion to be spent on commissioning of
44.3 thousand MVA of capacity and 11.8 thousand
km of transmission lines as Company’s fixed assets.
the 2016–2020 investment programme is
supposed to be financed with the use of Federal
Grid’s own funds, bonds, loans and federal
budget resources. The programme provides even
distribution of investment costs over the 5-year
period that enables the Company to maintain a
balanced structure of its sources of funding.
overall, the 2016–2020 programme has been
optimised to address the completion of electric
grid facilities that construction was started before,
on the one hand, and to be able to finance new
investment projects under current economic
conditions, on the other.
▶ Structure of Federal Grid’s Capital Investments, RuB billion
99.00
5.34
31.49
98.10
9.71
91.50
27.03
62.17
61.36
3.54
23.1
64.86
89.70
7.27
92.82
37.04
20.29
30.95
45.39
41.58
2016,
target
2017,
target
2018,
target
2019,
target
2020,
target
Other
Upgrade and reconstruction
New construction
1 Approved by the Resolution of the RF Ministry of Energy No. 980 dated 18 December 2015.
INVEStING
ACtIVItIES
▶ Federal Grid’s Capital Investments by project in 2016–2020, RuB billion
10%
2%
21%
24%
7%
9%
6%
21%
102,4
BAM and TransSib
33,3
42,4
98,1
27,4
BRELL
Backbone grid development
Renovation
Supply of generated electricity
112,7
Technological connections
8,6
Projects of national significance
46,2
Other
Managing capital construction quality
Specialists that performed construction supervision
at Federal Grid’s facilities in 2015
As regards management and control of the quality of
capital construction, Federal Grid issued Resolution
No. 428 dated 29 November 2015 “on approval of
the Regulation for interaction of Federal Grid’s branch
‘Technical Supervision Centre’ and structural units of its
Executive office, branches and subsidiaries in the course
of technical supervision”.
the Construction Supervision and Industrial Safety
Department of the Engineering and Construction
Supervision Centre of the UES of Russia and certain units
of its branches organise and perform the construction
supervision at constructed and reconstructed facilities.
There was no independent third-party’s construction
supervision at Federal Grid’s facilities in 2015.
Total number of employees
Employees with higher education
Employees with the following length of service
in the electric enegry sector:
above 5 years
3–5 years
below 3 years
132
127
89
24
19
73
In pursuance of the Development Strategy of the
electric grid complex of the Russian Federation
approved by the RF Government resolution
No. 511-r dated 03 April 2013 and with regard
to meeting the target for 30% reduction in unit
investment costs against a 2012 baseline by
2017, Federal Grid Company implemented a set
of measures aimed at reducing investment costs
and then contractually engaged an independent
advisor, PricewaterhouseCoopers Advisory
Services LLC, to assess the effectiveness of
the above measures. Within the framework of
the contract No. MoS-ADV-PI-204/16 dated
13 January 2016, an assessment was made of
the unit costs reduction under the Federal Grid’s
investment projects launched in 2015 in terms
of the compliance with the above mentioned
Development Strategy of the electric grid
complex. According to the consultant’s report:
• Average actual unit investment costs per1 km of
transmission lines reduced by 25.6% in 2015
• Average actual unit investment costs per 1 MVA
of transformer capacity reduced by 35.6% in
2015
Operating perfOrmanceproductive capital INVEStING
ACtIVItIES
the action plan for this electric grid construction
and reconstruction project covers 11 facilities for
the total value of RUB21.95 billion. It is planned to
commission 972MVA of transformer capacity and
612.76 km of transmission lines.
programme to contain the fallout
from the accident at the Sayano-
Shushenskaya Hpp
Federal Grid’s investment programme provides
for construction of the 668 MVA substation
‘Voskhod’ and 40.97 km of overhead lines, which
commissioning is scheduled for 2016.
On the whole, our Company has commissioned
501 MVA of transformer capacity and 632 km of
transmission lines under the Sayano-Shushenskaya
hPP Restoration Programme.
the commissioning of the 500kV transit line will
assure energy security, greatly enhance the integrity
of the UES of Russia and concurrently reduce the
transmission of electric power and capacity via the
Republic of Kazakhstan and respective Federal Grid’s
expenditure on KEGoG transit services.
Actions to implement power transit via the Kurgan –
Ishim – Voskhod connection enabled to increase
the reliability of electricity supply to consumers of
the omsk grid and the south of Tyumen oblast and
increase flows between the IPS of Siberia and the IPS
of Ural up to the maximum allowable level.
75
Amount of financing,
RUB mln
2014
54,219
89
54,130
–
–
–
2015
46,088
2,831
42,729
–
528
–
36,638
39,801
–
–
35,784
39,801
–
854
–
–
–
–
–
–
–
–
2013
86,794
–
68,506
7,217
10,401
670
62,902
–
60,000
–
2,902
–
–
–
149,696
90,857
85,889
▶ Structure of 2013–2015 investment programme financing sources
Sources of financing
1
1.1
1.2
1.3
1.4
1.5
2
2.1
2.2
2.3
2.4
2.5
2.6
2.7
Own funds
Profit allocated to investments
Depreciation
VAt refund
Other own funds
technological connection fee
Borrowings
Credits
Bond loans
Loans of organisations
Government funding
Funds of external investors
Lease financing
other borrowings
tOtAL
74
Key Investment Projects
Federal Grid’s investment programme covers
the construction and reconstruction of energy
infrastructure for projects of national significance,
oil transportation projects and development
programmes for Russia’s regions. We fully realise
the importance of such projects and endeavour to
construct and upgrade grid facilities on schedule and
to the highest standards.
Development of electric grids in
Yakutia
the construction of the 220 kV Neryungrinskaya
HPP – Nizhny Kuranakh – tommot-Maya OHL and
the substations in Tommot and Maya is still in
progress.
In 2011–2015, 709.6 km of transmission lines
were commissioned. It is planned to commission
in subsequent years. The full cost of construction
amounts to RUB19.3 billion. The project
completion (final commissioning of 158 MVA of
transformer capacity and 45.5 km of transmission
lines) is scheduled for 2016.
To ensure parallel operation of the IPS of Siberia
and the IPS of the East it is planned to construct the
Amur transformer complex at the Khani substation.
Development of energy infrastructure
for oil transportation (eSpo – I, II)
The project provides for construction and upgrade
of the Federal Grid’s electric grid infrastructure
in Siberian and Far-Eastern Federal Districts. The
project objective is to meet the electricity demand of
facilities of Expansion Phase I and II of the Eastern
Siberia-Pacific ocean pipeline.
Operating perfOrmanceproductive capital
Compensatory measures for separate
operation of the unified energy System
of Russia and the Integrated power
System of ukraine
oblast). The work is on track and the commissioning
of these facilities is scheduled for 4th quarter 2016.
Improvement of the access to
the Krasnodar Krai electric grid
infrastructure
one of the most important objectives at the level of
regional infrastructure is to provide the technological
connection for consumers in Krasnodar, including
a large-scale housing construction project.
on 24 February 2015, the Krasnodar Krai
Administration and Federal Grid signed a Cooperation
Agreement for 2015–2020, which serves as the basis
for construction of the Eastern Promzona substation
in Krasnodar. The commissioning of 560 MVA of
capacity is scheduled for 2017. The cost of this
investment project amounts to RUB2.4 billion.
76
To ensure reliable power supply to the north-western
part of the Rostov grid, Federal Grid’s investment
programme provides for installation of a 125 MVA
autotransformer at the Pogorelovo substation and
construction of a 95.3 electricity transmission line
between the cities of Shakhty and Donetsk (Rostov
to provide the technological connection to applicants
it is planned to construct a 220kV Novo-Labinskaya
sub-station with 220kV ohL approach lines with the
total cost of construction of RUB1,150.51 million.
the commissioning of 250 MVA of capacity is
scheduled for 2018.
Guaranteed supply of generated
electricity
the long-term investment programme provides
for construction of electricity supply and
distribution facilities for currently commissioned
NPPs, hPPs and ChPs. Now power distribution
and delivery facilities are being constructed for
Novovoronezhskaya NPP-2, Leningradskaya
NPP-2, Rostovskaya NPP, Nizhnebureyskaya hPP,
Zelenchukskaya PSPP, Volzhskaya’hPP, huadian –
Teninskaya ChP, and Zagorskaya PSPP.
To supply electricity generated by power plants, it is
planned to commission 953.63 km of transmission
lines and 1,127 MVA of transformer capacity
in 2016–2020.
Development of the electric grid
infrastructure in the area of BAM
and TransSib
Pursuant to RF President’s Instructions No. Pr-955
dated 29 April 2014 and No. Pr-1488 dated 24
June 2014, Federal Grid’s investment programme
for 2016–202 provides for implementation of the
macro-project nearby BAM and TransSib.
INVEStING
ACtIVItIES
It is necessary to invest in aggregate RUB128.33 billion
into construction and reconstruction of 21 UNEG
facilities in order to meet the prospective BAM and
Transsib demand.
the technical upgrade and reconstruction, as
well as construction of new facilities will increase
the transformer capacity by 4,124 MVA and the length
of electricity transmission lines by 4,215.34 km.
77
Operating perfOrmanceproductive capital INVEStING
ACtIVItIES
ENERGY SAVING
AND ENERGY EFFICIENCY
ensuring reliable operation of the
unified energy System of Russia
separately from the energy systems of
the Baltic States (BRell macroproject)
To ensure reliable operation of the UES of Russia
upon separation from with the power grids of the
Baltic States, the investment programme contains
a set of measures designed to compensate the
consequences of transmission capacity reduction
in connections of the IPS of Centre and the IPS
of the Northwest as parts of the UES of Russia
and changes in operating modes of the BRELL
energy ring, including the reconstruction of
the Talashkino substation, upgrade of existing
emergency control systems at the Leningradskaya,
Chudovo and Pskov substations, construction of
the Novosokolniki – talashkino, Leningradskaya –
Belozerskaya, Pskov – Luzhskaya overhead
lines and 330 kV ohL approach lines to the
Kingisepskaya substation.
“power of Siberia” gas transportation
system
The Power of Siberia, which is currently
constructed by Gazprom, will become a unified gas
transportation system for gas production centres
in the Republic of Saha (Yakutia) (Chyandinskoye
oil and gas condensate field) and Irkutsk oblast
(Kovyktinskoye field) that will transport gas from
the above gas production fields via Khabarovsk to
Vladivostok, and to China as well.
It is planned to supply 61 billion m3 of gas annually,
including the export to China of 38 billion m3 per
annum and also to the Amur gas processing and
gas-derived chemicals integrated plants.
Nowadays, Federal Grid is involved in the review of
design documentation on the out-of-phase scope
for external electricity supply of the Amur gas
78
processing and gas-derived chemicals integrated
plants (projected demand –245 MW and 320 MW,
respectively) developed by the design institute
“ENERGOSEtPROEKt” upon request of GEKh
Engineering.
The table with basic parameters of key
investment projects is available in Appendix 1
to the Annual Report
Adjustment of the 2016–2020
Investment Programme
Following the implementation of Federal
Grid’s investment programme in 2015, and
in accordance with the Rules for approval of
investment programmes for electric power
entities where the state is a shareholder and
for grid companies” approved by the Resolution
of the Russian Government No. 977 dated
1 December 2009, a draft adjustment of
the Federal Grid’s investment programme for
2016–2020 was developed.
▶ Major draft adjustments of the 2016–2020 investment programme
Total funding, RUB million
Capacity to be commissioned,
thousand MVA
Transmission lines to be
commissioned, thousand km
2016
target
99,000
9.4
1.4
2017
target
2018
target
98,100
107,655
9.7
1.3
10.8
3.3
2019
target
91,012
8.1
2.5
2020
target
Итого
94,301
490,068
6.9
3.4
44.9
11.9
Contribution to Improving Energy
Efficiency of Economy
taking into account new requirements of the Order
of the FTS of Russia No. 525-e dated 26 March 2015
and the Order of the Russian Ministry of Energy
No. 398 dated 30 June 2014, the Management
Board resolved to approve a revised version of the
Federal Grid’s Energy Saving and Energy Efficiency
Programme for 2015–2019 (Minutes No. 1326/2
dated 04 August 2015).
• Fitting the buildings, structures, and installations
that are owned by Federal Grid with metering
devices for water, natural gas, thermal energy, and
electrical energy
• Reducing the electrical and thermal energy
consumption in buildings, structures, and
installations owned by Federal Grid
In 2015, measures targeted at better energy saving
and energy efficiency were implemented in the
following key areas:
• Reducing the consumption of fuel and lubricants
used by Federal Grid to provide the electricity
transmission services through UNEG
• Reducing the process energy consumption during
electricity transmission through UNEG
oBjectives of the energy saving
and energy efficiency programme
• to ensure saving and rational use of the fuel
and energy resources and reduce consumption
of electricity for corporate needs during
electricity transmission via UNEG grids by
improving energy efficiency of the Company’s
facilities and equipment
• to put in place a system of electric power
management and certification of operations
based on requirements of ISo 50001:2011
“Energy management systems – Requirements
with guidance for use”
• To improve energy efficiency of the Company’s
electrical grid facilities and equipment
• Developing and improving Federal Grid’s regulations
and internal documents related to energy saving and
higher energy efficiency
Our Company focuses on employee in-service
training in energy saving and believes that such
training plays an important role. To prepare and
ensure an appropriate level of competence, in 2015
the Company arranged training in MES training сentres
for the following categories of employees:
• operating employees of substations and
administrative and technical staff on a topic:
“Classification of electric grids by purpose.
Management of electric grid operating modes.
Energy saving, energy efficiency and energy
management”
• Specialists who are responsible for the
implementation of the Energy Saving Programme
and energy management. Topic: “Energy saving
technologies and energy management in the energy
industry”
6,393
tonnes of
equivalent
fuel
RUB 60.3
mln,
net of VAt
operational benefit of measures to reduce
energy/fuel consumption
Economic benefit of measures
to reduce energy/fuel consumption
79
Operating perfOrmance productive capital ENERGY SAVING
AND ENERGY EFFICIENCY
▶ use of energy Resources in Federal Grid Company in 2015
Volume
Planned
operational benefit
of measures
to reduce energy/
fuel consumption
Actual operational
benefit of
measures
to reduce energy/
fuel consumption
Financial benefit
of measures
to reduce energy/
fuel consumption
RUB thousand,
excluding VAt
Operational electricity
consumption in UNEG, incl..:
Electricity consumption for
substations’ own needs
Electricity consumption
in buildings
23 478.1
mln kwh
922.7
mln kwh
32.3
mln kwh
thermal energy consumption
in buildings
41.9
thousand Gcal
Gasoline consumption
Diesel consumption
6 990.3
thousand litres
6 404.0
thousand litres
47.3
mln kwh
5.4
mln kwh
0.7
mln kwh
1.02
thousand Gcal
25.00
thousand litres
26.00
thousand litres
49.4
mln kwh
5.4
mln kwh
0.7
mln kwh
1.06
thousand Gcal
26.92
thousand litres
29.75
thousand litres
54,795.1
5,882.6
2 525.4
1,251.21
816.5
915.6
• Installing reflecting screens behind heating devices
• Optimising travel routes using satellite navigation
for continuous monitoring
• Appointing responsible parties
• Optimising the heating systems operations
the key measures aimed at reducing consumption of
fuel and lubricants:
• Daily checks of tire pressure in vehicles
• Adjusting fuel consumption norms
• thorough monitoring of vehicle use
• Purchasing diagnostic tools for vehicle injection
engines
• Optimising travel routes, staff training, and priority
for loads with the lowest unit fuel consumption.
In 2015, the companywide effect of measures aimed
at reducing consumption of resources for Federal
Grid’s own needs amounted to 312.1 tonnes of fuel
equivalent (742.99 thousand kWh, 1.06 Gcal, 56.400
litres of fuel and lubricants) to the total amount of
RUR5.509 million.
For details about the Federal Grid’s pilot projects
on energy saving and energy efficiency, see
Appendix 1 to the Annual Report
81
federal grid’s energy management system consistent with the international
standard iso 50001:2011
the corporate energy management system of Federal
Grid Company has been certified for conformity
with the international standard ISo 50001:2011 within
the Executive office and two branches (MES Volga
and Samarskoe PMES).
Over the period from April to May 2015, an
external audit of this system was successfully
conducted for conformity with the standard with
respect to the provision of electricity transmission
services via UNEG. No inconsistencies were
identified based on the audit findings, including
in activities on reducing losses. The auditors issued
a recommendation on the extension of the previously
issued certificate of conformity.
Strengths of the Federal Grid’s energy management
system:
• A detailed and manageable Energy Saving
Programme
• A well-designed system for monitoring of the
implementation of targeted measures included
in the Energy Saving Programme
• high responsibility and competence of employees
involved in the development and implementation
of the energy management system
• Promotion of information about advantages
and methods of energy saving in the Company’s
offices
80
• Specialists: training was arranged as part of the
“Day of Knowledge”; topic: “Energy saving, energy
efficiency and energy management”
• training within the preparation for the youth day
of Forum “Energy Efficiency and Energy Saving.
Development of the Economy”, held by the RF
Ministry of Energy
Federal Grid is taking the following actions in order
to reduce technological consumption (losses) of
electricity in UNEG:
• Replacing wooden windows with energy efficient
equivalents
• Replacing incandescent light bulbs in buildings
with energy saving equivalents (including LED strip
lamps)
• Installing lighting control systems (installing of
motion sensors)
• Replacing old doors (mostly wooden ones) with new
energy efficient ones
• Optimisation of the circuit and mode parameters
in operation and control of the electric grids
• Modernising ventilation and air conditioning
systems
• Reduction of electricity consumption for the own
needs of substations
• Construction, reconstruction, and development of
electric grids, as well as commissioning of energy
saving equipment
In 2015, the companywide operational benefit of
measures aimed at reducing electricity losses was
a saving of 49.437 million kWh, which is equivalent
to 6,080.9 tonnes of fuel equivalent; the financial
benefit amounted to RUR54.8 million.
the key measures aimed at the reduction of electric
and thermal energy consumption in buildings,
structures and installations:
• Improving heat insulation of building walls
advanced projects
on improving energy efficiency
In November 2015, within the youth day
at the Forum “Energy Efficiency and Energy
Saving. Development of the Economy” our team
“Grids No.1” presented its project aimed at
energy efficiency of substations and reducing
losses for own needs. The project that involved
the transformer heat extraction and utilisation
was declared the best in section “heat and
Electric Power Industry and Young Leaders”
and awarded the Diploma of the RF Ministry
of Energy.
Operating perfOrmanceproductive capital Improving Financial Performance
through Enhanced Efficiency
This report outlines Federal Grid’s financial
position and operating results as of 31 December
2015 and should be reviewed together with
the Company’s financial statements for 2015,
including the explanatory notes thereto, issued
in accordance with the Russian Accounting
Standards (RAS).
Federal Grid’s RAS-based financial statements
for 2015 are available in Appendix 11
to the Annual Report
Forward-looking statements include, among other things,
statements of possible market risks that may affect our business
and statements of the management’s expectations, predictions,
estimates, forecasts, plans and assumptions. Such forward-
looking statements can be identified by the use of conditional
or forward-looking terminology such as “imply”, “anticipate”,
“assume”, “may”, “estimate”, “expects”, “intend”, “could be”, “plan”,
“goals”, “view”, “likely”, “project”, “will”, “strive”, “achieve”, “risks”,
“tasks”, “should” or similar words and expressions.
There are a number of factors that could affect our future
activities and cause actual results to differ materially from
82
Forward-looking statements
This report contains forward-looking statements regarding
those contained in the forward-looking statements, including
but not limited to: (а) environmental and financial risks;
the financial position and results of operations of Federal
(b) change in demand for the Company’s products; (c) change
Grid Company and its consolidated entities. All statements
in currency exchange rates; (d) risks associated with failure
other than statements of historical fact are forward-looking
to find appropriate property and assets for acquisition and
statements. Forward-looking statements are statements
to succeed in negotiations and complete such transactions;
of future expectations based on the management’s current
(e) reserve evaluation; (f) loss of market share and industry
views and assumptions that are subject to risks and
competition; (g) economical and financial market conditions
uncertainties that could cause actual results and events
in various countries and regions; (h) political risks, delay or
to differ materially from those expressed in or implied by
acceleration of project implementation, cost estimation; and
these forward-looking statements.
(i) change in trade conditions.
2015
target
2015
actual
2016
target
Adjusted EBITDA, RUB million
91,612 103,667
Change
against 2015
Efficiency of cost management
programme (against 2012 level) (%)
–24.6
–40
Reduction in unit operating
expenses (costs) (compared
to the prior year) (%)
–14.2
–24
–41
–5
OVERALL
REVIEw
83
managed to reduce the headcount by 4% and
considerably the cost of materials and services –
by 8.8%. Moreover, in 2015 Federal Grid reduced
management expenses (less depreciation and
property tax) by 1.3% thanks to the reduction
of administrative and management staff by 9%
among other things.
Do you think Federal Grid has sufficient funds to
finance its development plans for 2016?
We have sufficient funds. The Company’s
investment programme is well-balanced as
regards its sources of financing, including both
tariff revenue and loans.
It is planned to obtain external financing of up
to RUB10–15 billion for the 2016 investment
programme, which amounts to RUB99 billion.
Given the stable financial position of Federal Grid
Company, various instruments of debt financing,
including loans of the largest Russian banks
under signed facility agreements and issue of
bonds for direct public offering, are available
for the Company. Moreover, we will continue
our attempts to receive funds from the National
Welfare Fund and other government sources.
Decisions whether to use external financing will
be taken in the light of minimisation of such
financing costs and Company’s financial stability.
How can the country’s economic environment
affect Federal Grid’s performance in 2016?
There is no doubt that the growth of USD exchange
rate and high inflation may impact Federal Grid’s
financial performance. For this purpose, we
are optimising our investment programme and
implementing action plans to maintain liquidity
and cut costs. I believe that such actions will help
us to mitigate the negative impact of external
factors.
Maria pichugina
Deputy Chairperson of the Management Board, member
of the Management Board of Federal Grid Company
What are the factors that contributed to the
Company’s best financial performance this reporting
year over the last four years?
there are two key factors – increased revenue
from technological connections and cost cutting
measures. Both of them are continuation of actions
launched by the Company’s management in 2014.
Do financial indicators achieved in 2015 demonstrate
actual improvement of Federal Grid’s operating
efficiency?
It is absolutely true. In the environment when
the tariff increment is lower than the inflation
rate for two consecutive years, the Company
is demonstrating the growth of earnings. Such
results could not be achieved without efficiency
improvements. one of our priorities is cost cutting.
Unit operational costs were reduced by 40%
versus 2012, which is 2.5-fold above the target
set in the strategy for the electric grid complex
(15%). Irrespective of the large-scale investment
programme currently being implemented and
an increase in equipment to be maintained, we
ManageMent’s Discussion anD analysis Financial capital ▶ Key Financial performance Indicators, RuB million
▶ Revenue Structure, RuB million
OVERALL
REVIEw
2011
2012
2013
2014
2015
Change
2015/2014
Change
2015/2014, %
Revenue, including:
138,137
138,836
155,352
168,941
173,266
Electricity transmission
services
Other operations
Full cost, including *
Electricity transmission
services
Other operations
Management expenses
Sales profit
Other income**
Other expenses***
134,875
136,581
152,710
159,881
158,986
3,262
2,255
2,642
9,060
14,280
85,390
108,213
124,783
132,459
134,938
84,417
107,202
123,526
130,965
133,535
973
7,510
1,011
8,297
1,257
8,165
1,494
7,800
1,403
7,851
45,237
22,326
22,404
28,682
30,477
175,671
113,556
61,125
22,546,
31,853
209,463
150,152
101,201
36,890
34,446
Profit (loss) before tax
11,444
–14,270
–17,672
14,338
27,884
Deferred tax assets
46
–55
1,776
–816
–294
4,326
–895
5,220
2,480
,2,570
–91
50
1,796
9,307
–2,444
13,546
523
Deferred tax liabilities
–5,545
–8,736
–9,977
–8,367
–9,530
–1,164
84
Current profit tax
Other similar mandatory
payments
–8,389
–1,471
–3
–0.3
–
–5
Profit tax adjustment for previous
periods
–21
–
–20
–
–18
–
–70
–120
–
Net profit (loss)
–2,468
–24,532
–25,898
5,137
17,870
Adjusted EBITDA****
84,683
82,847
96,297
99,603
103,667
–
–102
–
12,733
4,064
* Including retrospective changes in indicators
** Other income includes income from participation in other entities and interest receivable.
*** Other expenses include interest payable.
**** Not including accruals and recovered provisions for bad debt, revaluation of assets and revenue from technological connections.
2.56
–0.56
57.62
1.87
1.96
–6.09
0.65
6.26
41.28
–6.62
94.48
64.01
–13.91
–
–558.42
–
247.89
4.1
Federal Grid’s performance in 2015 demonstrates the improvement of its operating efficiency
attributable to the growth of its earning and cost optimisation under tariff increase constrains.
▶ Revenue, Full Cost and net profit, RuB million
138,137
138,836
85,390
108,213
155,352
124,783
168,941
173,266
132,459
134,938
Revenue
Cost
Net Profit (loss)
2011
2012
2013
2014
2015
Change
2015/2014
Change
2015/2014, %
Revenue, including
138,137
138,836
155,352
168,941
173,266
4,325
Revenue from electricity
transmission services
Revenue from technological
connection services
Revenue from other
operations
134,875
136,581
152,710
159,881
158,986
–895
2,127
1,077
986
7,002
12,397
5,395
1,135
1,178
1,656
2,058
1,883
–175
2.6
–0.6
77.1
–8.5
Revenue Federal Grid’s revenue in 2015 increased
by 2.6% versus 2014, including the increment of
RUB5.396 million from technological connection
services due to completed connection of power
plants and the regulator’s introduction of a
technological connection fee that compensates the
investment component of services rendered.
the revenue from electricity transmission services
fell by RUB895 million, including because in
2015 direct consumers started paying for power
transmission services based on actual capacity
(previously payments were based on committed
capacity).
Full cost Main factors that contributed to the full
cost change in 2015 as compared with 2014 are as
follows:
• Electric power/capacity cost increase
by RUB2,523 million (21. 4%) mainly
(RUB2,473 million) due to changes in the grid
operating modes
• Property tax increase by RUB1,848 million (34.2%)
that is explained by the phased elimination of
property tax relief for transmission lines from
January 1, 2013 in accordance with Federal
Law “On Amendment of RF tax Code Section II”
No. 202-FZ dated 29 November 2012
85
▶ Structure of actual revenue for maintaining the Company’s grids in 2015
12
2
8
Sobsidiaries and associates of PJSC ROSSETI
Other territorial grid organisations
Guarantee suppliers
Other energy sales companies and consumers
2011
–2,468
2012
2013
2014
2015
–24,532
–25,898
5,137
17,870
78
ДЗО ПАО «Россети»
Прочие территориальные сетевые организации
Гарантирующие поставки
Прочие энергосбытовые компании и потребители
ManageMent’s Discussion anD analysis Financial capital
▶ Cost of Services, RuB million
▶ Management expenses, RuB million
OVERALL
REVIEw
2011
2012
2013
2014
2015
Change
2015/2014
Change
2015/2014, %
Fixed asset depreciation
39,784
58,993
69,669
76,332
75,383
Electric power and capacity
12,183
11,662
12,285
11,809
14,332
Labour and social charges
15,836
18,103
20,244
20,698
20,574
Property tax
761
1,098
3,464
5,403
7,251
–949
2,523
–125
1,848
Repair and maintenance
5,291
5,446
5,464
3,940
2,933
–1,007
Raw and other materials
2,424
2,702
3,147
2,879
2,878
Property insurance
848
894
975,
1,032
797
Rent
Security
1,092
1,190
1,223
1,402
1,356
1,527
1,693
1,862
1,671
1,463
Power transmission
1,329
1,741
1,728
1,995
2,740
Other expenses
4,315
4,691
4,722
5,298
5,231
–1
–235
–46
–208
745
–67
TOTAL, full cost
85,390
108,213
124,783
132,459
134,938
2,479
–1.2
21.4
–0.6
34.2
–25.6
0.0
–22.8
–3.3
–12.5
37.3
–1.2
1.9
86
• RUB1,007 million (25.6%) reduction in the scope
and cost of repair and maintenance performed
by contractors under the Company’s operating
efficiency improvement programme
• Increase of power transit costs by RUB745
million (37. 3%) due to the RUB devaluation
(power transit is performed via grids abroad) and
respective adjustment of the transit tariff
• Reduction of depreciation costs by RUB949 million
due to revision of useful life for fixed assets
• Reduction in labour costs and mandatory
social charges, property insurance, rent and
security costs as a part of the Company’s
cost optimisation and operating efficiency
improvement programme
Management expenses Main factors that
contributed to the change in management expenses
in 2015 as compared with 2014 are the following:
• Increase in depreciation charges mostly due to
registration of intangible assets
• Growth of labour costs including insurance
payments due to the increase in marginal base
subject to a higher tax rate (30%) from RUB624
thousand to RUB711 thousand as well as
introduction of mandatory medical insurance
charges on total payments (previously there were
no charges on payments in excess of the set base)
• Reduction of other management expenses
mostly related to the upkeep of property (lease,
insurance, security, other)
Depreciation of tangible and
intangible assets
2011
2012
2013
2014
2015
994
1,248
1,175
1,668
1,832
Labour and insurance payments
2,451
2,555
2,685
2,470
2,559
Other expenses
4,065
4,494
4,305
3,662
3,460
TOTAL, management expenses
7,510
8,297
8,165
7,800
7,851
Management expenses without
property tax and depreciation
6,485
6,861
6,819
6,081
5,999
2015
share, %
Change
2015/2014, %
23.3
32.6
44.1
100
76.4
9.83
3.60
–5.49
0.6
–1.3
Irrespective of high inflation rate in 2015 (15.5%),
management expenses remain at the level of 2014
(variance is only 0.6%). Without property tax and
depreciation charges there is a trend of management
expenses reduction by 1.3% in 2015versus 2014.
Cost management programme to increase the
efficiency of Federal Grid’s operations and optimise
production and management costs and their
structure, the Company developed a comprehensive
Programme for Improving Efficiency of operations
approved as a part of the Federal Grid Business Plan
for 2015–2019.
According to the 2015 performance results,
the Company fulfilled the operating efficiency
improvement targets set for 2015:
• oPEX reduced by 40.1% as compared with 2012
(the aggregate oPEX reduction effect as a part of
the Cost Management Programme reached
RUB14,100 million)
• oPEX reduction against 2012 was more
prominent than envisaged in the Strategy of
the RF Electric Grid Complex Development
pursuant to RF Government Directive No. 511-р
dated 03.04.2013
• The Company’s earned net profit reached
RUB17,870 billion.
For the purpose of RF Government Directive
No. 2303p-P13 dated 16 April 2015 to reduce
oPEX by 2–3% annually, the Board of Directors
of Federal Grid approved the Methodology for
Calculation and Evaluation of Key Performance
Indicators for Federal Grid’s Senior Management
and set the oPEX reduction KPI for 2015 at no
less than 14.2% as compared to 2014. In 2015,
Expenses included into the basis of the Cost Management
Programme (in 2012 prices), RUB million
2012
(basis)
2013
2014
2015
37,534
36,708
32,343
26,854
Number of equipment to be maintained, c.u.‘000*
1,139.5
1,227.4
1,254.8
1,361.2
C.u. increment vs 2012 (including the oPEX elasticity
coefficient based on the number of assets, К = 0.75)
Adjusted fixed costs per 1 c.u. (in 2012 prices), RUB‘000 / c.u.
Unit Opex reduction vs 2012, %
Adjusted fixed costs (covering the c.u./consumer price index
increase), RUB million
–
1.058
1.076
1.146
32.9
–
29.9
–9.2
37,534
34,700
25.8
19.7
–21.7
30,062
–40.1
23,434
* Corresponds to parameters approved by the Board of Directors for the 2015–2019 Business Plan based on old standards.
87
ManageMent’s Discussion anD analysis Financial capital OPEx (administered), RUB million, including:
Labour costs, RUB million
other oPEX (administered), RUB million
Adjusted OPEx, RUB million
BENEFIT ESTIMATION
Consumer price index (plan)
Consumer price index (actuals)
Conventional units, c.u. 000’ (*)
Unit oPEX in the reporting year prices, RUB ‘000 / c.u.
Adjusted unit oPEX, RUB ‘000 / c.u.
OPEx reduction benefit
* The c.u. estimate is based on new standards for electricity and gas.
OVERALL
REVIEw
2015
37,426
18,237
19,188
33,773
1.067
1.155
1,296.4
28.9
26.1
–24%
2014
42,135
18,564
23,571
39,086
–
1.078
1,224.3
34.4
–
–
88
the Company managed to reduce oPEX by 24% as
against 2014.
The Company was able to reach the above results
thanks to the following:
• Reduction in the cost of purchases
• Reduction in costs under long-term agreements
(supply of transformer oil, protective clothing,
inputs; maintenance services for compressors;
clean-up of transmission line right-of-way; ESS
maintenance and repair)
• Reduction in the value of security contracts
• Reduction in the value of It services contracts
(signing of amendments to reduce the cost but
preserve the same scope of services)
• Headcount optimisation
other income and expenses Other income in 2015
increased by RUB9,307 million versus 2014. Main
factors thereto: booking of gains from the revaluation
of JSC INTER RAo stock (the loss from stock
revaluation was booked in 2014) and fixed assets,
and increase in earnings in the form of interest from
placement of free funds at deposits. other expenses
fell by RUB2,444 million irrespective of the growth
of interest payable and provisions for bad debt and
investment impairment because the number of
promissory notes purchase/repayment transactions
reduced and the loss from PJSC INtER RAO stock
revaluation was booked in 2014.
eBItDA Adjusted earnings before interest, profit tax,
depreciation and amortisation (EBITDA) increased by
RUB4,064 million (4.1%) as compared with the same
period of 2014 and reached RUB103,667 million.
net profit (loss) In 2015, Federal Grid earned net
profit of RUB17,870 million
CASH
FLOw
Cash Flow
▶ net Cash Flows, RuB million
Net cash flows
2011
6,004
2012
281
Net cash flows from operations
99,194
100,494
2013
–3,196
86,688
2014
2015
22,149
–17,503
101,013
99,090
Net cash flows from investments
–163,742
–173,183
–163,485
–53,849
–132,629
Net cash flows from financial operations
70,552
72,970
73,601
–25,015
16,037
Net cash flows from operations in 2015 were as
follows:
• Cash inflows from power transmission services
via UNEG amounting to RUB160,139 million
• Refund under bank guarantees of RUВ3,901
million under contracts for construction, technical
upgrade and refurbishment of Federal Grid’s
facilities because of contractors’ failure to
perform or properly perform their contractual
obligations
• Cash inflows from property lease in the amount
of RUB972 million
• Payments to vendors for materials and supplies,
work, services, and labour of RUB49,602million
• Profit tax refund payments of RUB1,165 million
• Property tax payments of RUB6,802 million
• Interest payments of RUB6,645 million
Net cash flows from investments in the reporting year
included the following:
• Gains from placement of temporarily free funds
at bank deposits in the amount of RUB2,339 million.
• Investment-related payments of RUB129,687 million
• Loan/interest-related losses in the amount of
RUB7,312 million
Net cash flows from financial operations of
RUB16,037 million included the buy-out of Federal
Grid’s infrastructure bonds (37th and 38th series)
in the amount of RUB39,995 million and debt
repayment of RUB23,210 million.
89
ManageMent’s Discussion anD analysisFinancial capital Stable Financial Position
▶ Assets and liabilities, RuB million
31.12.2011
31.12.2012
31.12.2013
31.12.2014
31.12.2015
Total assets
1,037,493
1,122,995
1,214,291
1 231,217
1 268,301
Non-current assets
919,501
1,011,667
1,092,629
1 117,921
1 124,338
Current assets
Total liabilities
Shareholders’ equity
Long-term liabilities
Short-term liabilities
117,992
111,328
121,662
113,296
143,963
1,037,493
1,122,995
1,214,291
1 231,217
1 268,301
853,079
138,054
46,360
849,125
209,361
64,509
842,975
282,429
88,887
854,490
267,435
109,292
885,386
294,159
88,756
90
The dynamics of balance sheet items demonstrates
that both assets and liabilities of Federal Grid are
increasing from year to year.
In liabilities, the shareholders’ equity forms the largest
share – 69.8%. The share of short-term and long-term
liabilities amounts to 30.2%.
As of 31.12.2015, Federal Grid’s total assets in 2015
were higher as compared with 2014 by RUB37,084
million (or by 3%) due to the following, inter alia:
• Increase in the value of current assets by RUB30,667
million (27.1%) as a result of the growth of
investments and receivables that was offset by
reduction in the Company’s settlement account
balances
• Increase in the value of non-current assets
by RUB6,417 (0.6%) due to investments into
construction as a part of the investment programme
and reduction of construction-in-progress and
advance payments for the purchase of non-current
assets
Federal Grid’s equity increased by RUB30,896 million
(3.6%) in the reporting period due to booking of
the 2015 financial results and non-current asset
revaluation and implemented decision No. 16 of
the annual Shareholders’ Meeting dated 30.06.2015
on allocation of 2014 earnings.
In 2015, Federal Grid placed RUB40billion in revenue-
yielding bonds at acceptable terms – consumer
price index + 1% with the tenor of 35 years and the
offer in 30 years. The said funds will be used for
investment programme funding. Moreover, the debt of
RUB23,210 million was repaid.
At the same time, when exercising put options of
2015, Federal Grid has reduced its debt load by
RUB23,210 million at its own expense.
Over the year, the structure of assets did not change
significantly. The shares of current and non-recurrent
assets were 89% and 11%, respectively, as of
31.12.2015.
Therefore, Federal Grid’s total borrowings (without
accrued interest) increased by RUB16,889 million to
RUB274,660 million by the end of 2015.
FINANCIAL
POSItION
▶ Asset Structure trends, RuB million
1,037,493
1,122,995
1,214,291
1,231,217
1,268,301
2011
2012
2013
2014
2015
Fixed assets
Advance payments for non-current assets
Current assets
Work-in-progress
Long-term investments
Other assets
91
▶ net Asset Value, RuB million
2011
2012
2013
2014
2015
Nominal net asset value*
853,354
849,400
842,975
855,251
886,127
Net asset value including contributions to the
authorised capital**
855,573
852,647
846,731
855,251
886,127
* Estimate based on the annual accounting statements with retrospective adjustments.
** In 2012 and 2013, the authorised capital of Federal Grid was increased through the issue of additional shares. Consequently, current payables
on Shareholders’ contributions to the authorised capital were booked in accounts payable (other short-term liabilities). Upon registration of the
placement of additional shares with Russia’s FFMS this debt will be converted to the authorised capital of Federal Grid Company. The estimate of
net asset value includes the payables on authorised capital contributions into the authorised capital in the amount of RUB2,219.2 million in 2011,
RUB3,247.3 million in 2012 and RUB3,755.6 million in 2013.
▶ Accounts Receivable, RuB million
Accounts receivable, including:
Receivables with the maturity over 12 months
from the reporting date
Buyers and customers
other receivables
Receivables with the maturity within 12 months
from the reporting date
Buyers and customers
Advance payments
other receivables
31.12.2013
31.12.2014
31.12.2015
53,842
1,710
5
1,705
52,132
22,061
1,933
28,138
60,163
1,111
5
1,106
59,052
37,501
1,559
19,992
69,491
9,504
8,655
849
59,987
39,753
766
19,468
ManageMent’s Discussion anD analysis Financial capital FINANCIAL
POSItION
tARIFF
REGULAtION
▶ Accounts payable, RuB million
Accounts payable, including:
Suppliers and contractors
Wages/salaries
Payables to state non-budget funds
taxes and levies
Advance payments
Dividends due to Shareholders
other payables
▶ Key Financial Indicators, %
31.12.2013
31.12.2014
31.12.2015
58,051
41,424
205
55
961
8,498
13
6,895
77,551
67,206
221
84
1,326
6,085
9
2,620
54,748
42,280
18
310
4,063
6,130
8
1,939
92
Return on equity (RoE)
Return on net assets
2011
2012
2013
2014
2015
4.09
3.95
1.57
1.58
1.97
1.99
1.63
1.62
2.34
2.30
Claim-related work
In 2015, as a result of claim-related work on collecting
overdue receivables for services on electricity
transmission, Federal Grid Company received
favourable judgements within 65 trials for the total
amount of RUB10,882.802 million. In the reporting
year, there were no court cases under which claims
were denied.
The share of claims satisfied in favour of Federal
Grid was 100%. In 2015, in accordance with
judgements given, writs for execution for the
amount of RUB7,535.746 million were issued,
RUB5,022.163 million of which were repaid.
For 2014, favourable judgments were made in respect
of claims for the amount of RUB7,339.541 million
(12 cases). In 2014, there were no court cases
that denied recovery. Writs for execution in the
previous year were received in the amount of
RUB5,952.213 million, of which RUB5,174.445 million
were repaid.
tariff Regulation
Tariff policy
Federal Grid’s core business of electricity transmission
via UNEG and technological connection services is
performed based on tariffs subject to regulation by the
federal government and approval by the Federal Tariff
Service (FTS) of Russia. Pursuant to Decree of the RF
President “On Some Issues of Government Control
in the Area of Anti-Monopoly and tariff Regulation”
No. 373 dated 21July 2015, the Federal Tariff Service
was liquidated and the functions of government
regulation of tariffs for services rendered by Federal
Grid Company were transferred to the Federal Anti-
Monopoly Service (FAS) of Russia
Federal Grid’s services of electricity transmission over
electric distribution grids (hereinafter “EDG facilities)
are regulated at the regional level by executive
authorities of the RF constituent entities.
The list of main regulatory acts governing tariff
setting for electricity transmission via UNEG is
available in the Appendix to the Annual Report
Tariffs for electricity transmission
via UNEG
Since 2010, within measures to improve the
electricity industry’s investment attractiveness,
tariffs for Federal Grid’s services of electricity
transmission via UNEG have been set based on the
return on invested capital (“RAB regulation”).
to set tariffs for each year of the period under
regulation, the gross revenue requirement is
calculated by summing up the payback period, rate
of return and total expenses required for provision
of power transmission services via UNEG. To
prevent any sharp increases in tariff rates, the
RAB-based methodology provides a smoothing
mechanism that redistributes the required gross
revenue over the whole long-term period under
regulation.
93
▶ Key long-term parameters subject to regulation as set by the FtS of Russia for the second long-term
regulation period of 2015–2019
Rate of return on investments, %
Base oPEX, RUB billion
oPEX efficiency index, %
2015
10
35,023,035
–
2016
2017
2018
2019
10
–
3.0
10
–
3.0
10
–
3.0
10
–
3.0
Net working capital, RUB billion
11,417.538
11,919.910
12,432.466
12,967.062
13,524.645
Payback period, years
Electricity losses in electricity transmission
grids, %
35
4.27
35
4.27
35
4.27
35
4.27
35
4.27
ManageMent’s Discussion anD analysisFinancial capital The FTS Resolution No. 297-e/3 dated 09 January
2014 approved tariffs for electricity transmission
over UNEG for the second long-term period under
regulation of 2015–2019. In 2015, the set tariffs
were revised as follows:
• Pursuant to RF Government Resolution No. 458
dated 11 May 2015, the FTS of Russia by its
Resolution No. 187-e/1 dated 29 July 2015 made
amendments according to which the fee for
standard losses is calculated, since 01 July 2015,
by a respective formula. The said resolution will
help to mitigate the risk of Federal Grid’s revenue
shortfall due to the increase in actual electricity/
capacity prices on the wholesale market against
the prices that the regulator used as the basis
for setting the fee for UNEG standard process
losses.
• Pursuant to clause 37 of the Basic Pricing
Principles for Electricity Sector Prices/Tariffs
Subject to Regulation approved by RF Government
Resolution No. 1178 dated 29 January 2011, the
FAS order No. 1346/15 dated 29 January 2015
amended the FTS Resolution No. 297-e/3 dated
09 January 2014 and approved revised tariffs for
Federal Grid’s services of electricity transmission
via UNEG for 2016–2019.
▶ tariffs for Federal Grid’s services of electricity transmission over uneG effective
from 01.01.2011 to 30.06.2015, RUB/MW*month
94
116,782.52
111,083.35
123,328.44
134,964.06
134,589.17
+11%
+9.4%
–0.3%
–4.9%
46,029.88
43,783.55
48,540.01
53,119.60
52,923.13
Others
For RF constituent
entities of the North
Caucasus Federal
District
01.01.2011–
31.03.2011
01.04.2011–
30.06.2012
01.07.2012–
30.06.2013
01.07.2013–
30.06.2014
01.07.2014–
30.06.2015
▶ tariffs for Federal Grid’s services of electricity transmission via uneG, adjusted and set by the FAS order
No. 1346/15 dated 29.12.2015 for 2016–2019, RUB/MW*month
134,589.17
144,686.52
155,541.58
166,457.39
176,778.41
187,689.91
+6.2%
Others
+7.5%
52,923.13
56,868.70
+7.5% +7.0% +6.2%
61,137.82
65,428.44
69,485.26
73,777.72
For RF constituent
entities of the North
Caucasus Federal
District
tARIFF
REGULAtION
▶ trend analysis of average rate to maintain grid facilities of Federal Grid Company for 2011–2016,
RUB/MW*month
Average rate to maintain girid
facilities
2011
2012
2013
2014
2015
2016
115,246.25
115,498.38
127,263.94
132,690.23
137,415.66
147,731.01
Change, %
+32.8
0.2
10.2
4.3
3.6
7.5
Regulation of reliability and quality
of services
tariff regulation focusing on the maintenance of the
rate of return based on certain long-term parameters
implies that Federal Grid will assure the reliability and
quality of rendered services as provided by the FTS of
Russia.
Resolution of the RF Ministry of Energy No. 718
dated 14 october 2013 approved the new Methodical
Guidelines for calculating reliability and quality level
of goods supplied and services rendered for the
UNEG administration company and the regional grid
organisations.
the list contains parameters of electricity
transmission reliability, which primarily characterises
power system disturbances and their consequences
for consumers, and quality of services provided to
consumers, which mostly defines the promptness
of implementation of technological connection
commitments.
The FTS Resolution No. 254-e/1 dated 26 october
2010 approved the Methodical Guidelines for
calculation and use of a reduction/multiplying
factor maintaining the tariffs of entities that perform
activities subject to regulation at the level assuring
the reliability and quality of goods supplied and
services rendered. In accordance with the above
Methodic Guidelines, a reduction/multiplying factor of
maximum 3% of the gross revenue requirement will be
applied to Federal Grid’s revenue.
Tariffs for electricity transmission via
distribution grid facilities
Federal Grid’s services of electricity transmission
over distribution grids are rendered with the use of
grid facilities constructed under the Federal Grid’s
investment programme, including the facilities
constructed for the XXII Winter olympic Games and XI
Winter Paralympic Games held in 2014 in Sochi by the
state corporation Olimpstroy handed over to Federal
Grid for free use pursuant to respective resolutions of
the Russian Government.
Resolution No. 82/2014-e of the Department of
Prices and tariffs of the Krasnodar Krai Regional
Energy Commission (REC) dated 26 January 2014
and Resolution No.65/7 of the Primorsky Krai Tariff
Department dated 26 January 2014 for the first time
approved the tariffs for Federal Grid’s electricity
▶ planned reliability and quality of Federal Grid’s services as set by the FtS for 2015–2019
Reliability of services
Quality of services
2015
2016
2017
2018
2019
0.03602
0.03548
0.03495
0.03443
0.03391
1.23908
1.22049
1.20219
1.18415
1.16639
95
01.01.2015–
30.06.2015
01.07.2015–
30.06.2016
01.07.2016–
30.06.2017
01.07.2017–
30.06.2018
01.07.2018–
30.06.2019
01.07.2019–
31.12.2019
1 By order of the Government of the Russian Federation dated 02.12.2013 No. 2243-r, the electric grid facilities of the state treasury constructed
by SC Olympstroy were hand over to Federal Grid Company for the free use
ManageMent’s Discussion anD analysis Financial capital ▶ Average rate R1 per capacity unit, RUB/kW
▶ Standard tariff Rates for technological Connection set for 2013–2016
tARIFF
REGULAtION
transmission via grid facilities owned by the
Company: Federal Grid’s gross revenue requirement
for distribution grid facilities is set at RUB1,780.5
million for Krasnodar Krai and RUB33.2 million for
Primorsky Krai in 2015.
Since 2016, tariffs for distribution electric grids
of Federal Grid are set as long-term tariffs : the
Regional Energy Commission – Department for
Prices and Tariffs issued an order No. ½-16-e dated
13 January 2016 “on Amending Certain orders of
the Regional Energy Commission – Department
for Prices and tariffs” that has set the following
parameters for the period 2016–2018:
Gross revenue
requirement,
RUB thousand
2016
2017
2018
1,851,627
1,924,095
1,989,322
Change rate, %
4.0
3.9
3.4
96
Tariffs for technological
connection to UNEG
In accordance with paragraph 6 of the Guidelines on
the calculation of fees for technological connection,
approved by the order of the FTS of Russia No. 209-
e/1 dated 11 September 2012 (further – Methodical
instructions), the legislation includes a procedure
for setting a fee for technological connection to
UNEG facilities in two ways:
• Approval by the FTS of Russia of the individual fee
for a particular Applicant, if measures of capital
nature are required that will be included in a fee
for technological connection in accordance with
the applicable law
• Approval by the FTS of Russia of a fee as a
formula based on standard tariff rate R1, which is
applied by Federal Grid independently to calculate
fee, in case measures of capital nature for
technological connection of an Applicant are not
required
28.61
27.56
27.56
+3.8%
25.16
−12.05%
2013
2014
2015
2016
A standard tariff rate R1 for Federal Grid Company for
2015 was approved by the Resolution of the FAS of
Russia No. 2387-e dated 23 December 2014 in the amount
of RUB28.61 per kW (ex VAT), for 2016 – by the FAS
Resolution No. 1377/15 dated 21 December 2015 in the
amount of RUB25.16 per kW with a breakdown by events.
the Guidelines do not provide for differentiation of
a standard rate C1 for 1 kw of connected capacity
by a voltage level, connected capacity range,
categorisation of power supply of Applicants, territories
of the Russian Federation, except for consumers that
connect less than 150 kW. In this case the rate R1 does
not include the cost of Rostechnadzor inspections. The
rate for such category of consumers is set at RUB24.64
per 1 kW for 2016.
Standard tariff rate C1 is set at a single level for
consumers in all constituent units of the Russian
Federation.
In accordance with amendments made to the Federal
Law “on Electric Energy Industry” No. 35-FZ dated
26 March 2003 by the Federal Law No. 308-FZ dated 06
November 2013, starting from 6 December 2013, fee
for technological connection of generation facilities to
UNEG includes investment costs for development of
the existing grid infrastructure to assure the delivery
of generation capacity (irrespective of the type of
generation – hPP, NPP or ChPP) in addition to the
costs of new construction of “last mile” grid facilities.
▶ Trend analysis of average unit rate for capacity, RUB/kW
Standard tariff rate R1
Change, %
2011
Not set
–
2012
Not set
–
2013
27.56
–
2014
27.56
2015
28.61
2016
25.16
–
3.8
–12.05
type of standard tariff rate
2013
2014
2015
2016
Rate to cover the costs for technological connection by
activities, in line item 16 (except line sub-items “b” and
“c”) – R1
27.56
27.56
28.61
25.16
including:
• arranging technical conditions for the Applicant by the
grid company (hereinafter, “TC”), RUB/kW
• verification by the grid company of the Applicant’s
compliance with TC, RUB/kW
• participating in the evaluation (examination) by an
official from the federal state energy supervision
authority of the Devices connected, RUB/kW
• the grid company actually connecting the facilities
of the Applicant to the electric grids and turning the
switchgear into “on” position, RUB/kW
Rate to cover the costs of the grid company to build the
overhead power lines – R2, RUB/km
22.08
19.34
4.92
4.38
0.58
0.52
27.56
27.56
1.03
0.92
97
Rate to cover the costs of the grid company to build the
electric cable lines – R3, RUB/km
not set
not set
not set
not set
Rate to cover the costs of the grid company to build the
substations – R4, RUB/kW
In 2015, the fee for technological connection under
individual designs was set for 11 consumers and
totaled RUB22.3 billion (ex VAT).
The applicants with the largest fee are as follows:
• JSC Rosenergoatom Concern, Rostov NPP, Unit
No. 3 – RUB7.6 billion
• JSC Rosenergoatom Concern, Beloyarskaya NPP-
2 – RUB 7.3 billion
• JSC DRSK – RUB4.6 billion
• JSC Fortum, Chelyabinskaya hPP – RUB1.1 billion
▶ Approved aggregated fee for technological
connection in 2010–2015, RuB billion
34.48
22.38
6.15
1.25
1.39
1.43
2010
2011
2012
2013
2014
2015
ManageMent’s Discussion anD analysis Financial capital tARIFF
REGULAtION
DEBT
PORtFOLIO
▶ execution of technological connection contracts in 2015 by method of calculating technological connection fee
Number of acts under technological
connection contracts, pcs
%
Amount under acts on technological
connection, RUB , including VAT
total
Under individual design
Under standard tariff
rate R1
249
100
26
10.4
223
89.6
14,628,191,276
14,466,060,236.26
162,131,039.74
%
100
98.89
1.11
▶ execution of technological connection contracts in 2015 by connection type
Based on the amount of grid connection
acts, RUB
Based on the number of grid connection
acts, pcs.
98
1.11%
10.4%
98.89%
Under individual project
Under standard tariff rate R1
89.6%
Under individual project
Under standard tariff rate R1
Debt Portfolio
VALUE
CREAtION
PAYMENT oF INTEREST oN DEBT
RUB30.6
billion
interests on debt paid by the
Company in 2015*
* In accordance with the IFRS statements
For investors
At year-end 2015, Federal Grid Company’s debt
portfolio amounted to RUB274.56 billion, increasing
by RUB16.89 billion, or 6.5% compared to the previous
year. The Company meets its obligations on servicing
its debt portfolio and debt repayment in full and on
time, including in 2015:
• In April, the Company exercised a put offer
under Bo-01 series (the outstanding amount is
RUB10 billion), and bought 98% of the placed bonds
from investors
• In May, the Company placed bonds series 37 and
38, to the total amount of RUB40 billion with a
coupon rate set at the level of “Consumer Price
Index + 1%” and an offer after 30 years
• In September, the Company exercised a put
offer under 10 series (the outstanding amount is
RUB10 billion), and bought 99.7% of the placed
bonds from investors
99
▶ Changes in Federal Grid Company’s debt portfolio, RuB billion
282.4
17.5
100.0
257.8
17.5
274.6
17.5
100.0
140.0
177.5
17.5
105.0
105.0
160.0
164.9
140.3
117.1
2011
2012
2013
2014
2015
Eurobonds
Infrastructure bonds
Bonds issues
ManageMent’s Discussion anD analysisFinancial capital
DEBT
PORtFOLIO
CREDIT
RAtINGS
• In october, the Company repaid exchange-
traded bonds of Bo-01 series because they were
due, and exercised a put offer under 07 series
(the outstanding amount is RUB5 billion); it
bought 65% of the placed bonds from investors
For further details on outstanding bond
issues of Federal Grid Company, please see
Appendix 1 to the Annual Report
In order to finance its investment programme
in 2016–2010 and refinance its outstanding debt, the
Company intends to continue using all available debt
instruments, such as bonds, Eurobonds and bank loans.
The amounts of debt and any particular instruments will
depend on the corporate business plan for 2016–2020 and
the market environment. In 2016, the Company will have to
exercise put offers for the total amount of RUB 25 billion
under bonds of 12 and 25 series.
outstanding bonds in Russia and foreign
stock exchanges
Revolving and non-revolving credit facilities with major Russian
banks, with maturities of 3–11 years
MICEX (bonds)
Irish Stock Exchange (Eurobonds)
Sberbank of Russia,
Gazprombank,
ALFA-BANK,
Bank FC otkrytie
Promsvyazbank,
AB Rossiya,
Bank St. Petersburg
100
Credit Ratings
In January and February 2015, Federal Grid Company’s
credit ratings assigned by all global rating agencies
(Standard & Poor’s, Moody’s and Fitch Ratings) were
downgraded one notch due to geopolitical risks that
had been elevated since 2014, slower economic
activity and, as a result, the downgrade of the
sovereign credit rating on the Russian Federation.
Despite that, financial position of our Company
remains strong and stable, which is confirmed by
an assessment of its stand-alone credit profile, i.e.
without factoring in government support.
At year-end 2015, the Company’s credit ratings were
equalised with the sovereign rating. They were in
the investment category under Fitch Ratings’ scale
and in the least speculative category under Standard
& Poor’s and Moody’s scales. This means that Federal
Grid Company’s fundamental metrics are consistent
with the level that is required for the full and timely
performance of all financial obligations.
Information on the Federal Grid’s credit ratings
for 2012–2015 is included in Appendix 1
to the Annual Report
▶ Federal Grid’s credit ratings as at 31.12.2015
Standard&Poor’s
Moody’s
Fitch Ratings
Global scale
ВВ+/Negative
Ва1/Stable
National scale
ruAA+
Aa1.ru
ВВВ-/Negative
AAA(rus)
101
ManageMent’s Discussion anD analysis Financial capital | Borrowed capital SHARE CAPItAL
StRUCtURE
32%
Medium-Term Investors
of free-float
Long-Term Investors
the share of foreign institutional inves-
tors, including major funds, whose assets
Short-Term Investors
under management exceed USD1 billion:
Kopernik Global All-Cap Fund, Vanguard
International Equity Index Fund, Market-
Vectors ETF Trust Russia ETF, BlackRock
funds is
103
Share Capital Structure
▶ Foreign Investor Breakdown by Investment
Horizons
7.9
26.6
65.5
Medium-Term Investors
Long-Term Investors
Short-Term Investors
As of 31 December 2015, the charter capital of Federal
Grid Company amounted to RUB637,332,661,531
and 50 kop and was divided into 1,274,665,323,063
ordinary registered non-documentary shares with
a nominal value of RUB0.50 each. No preferred shared
were placed as of the above date.
In accordance with the Company’s Articles of
Association, the number of authorised shares is
72,140,500,768 ordinary registered shares with
a nominal value of RUB0.50 each and a total nominal
value of RUB36,070,250,384. Authorised ordinary
shares offer the same rights as outstanding ordinary
shares.
In 2015, there were no issues of additional shares of
Federal Grid Company.
Information on the Company’s share capital
history can be found on our corporate website,
www.fsk-ees.ru, Section Investors / Share
Information / Share Capital History
For further details on each of the Company’s
securities issues, please see Appendix 1 to the
Annual Reportу
Share Capital Structure
There were no significant changes in the share capital
structure of Federal Grid Company during the reporting
year: the Company still has more than 400,000
shareholders (including 43 nominees and 3 trustees).
The PJSC Rosseti, which owns 80.13% of the share
capital, is the Company’s majority shareholder. The
Russian Federation, represented by the Federal Agency
for State Property Management (Rosimushchestvo),
owns 0.59% of the authorised capital.
In June 2013, PJSC Rosseti and Rosimushchestvo
signed a shareholders’ agreement regarding the
managing and voting in Federal Grid Company. The
parties have signed the agreement with respect to
all, present and future, voting shares in Federal Grid
Company.
In order to improve interactions with shareholders,
the Company performs an annual analysis of the
shareholder register, which identifies the key groups
of holders of ordinary shares and depository receipts.
the main minority shareholders of the Company are
institutional investors and holding structures, with
retail investors accounting for 3.23%.
▶ Share Capital Structure of Federal Grid Company as of 31 December 2015
102
80.13
PJSC Rosseti
1.34
1.08
1.67
Kopernik Global All-Cap Fund
Index of Energy FGC UES, LLC*
Bank VTB (PJSC)
15.78
Others**
ПАО «Россети»
* Share Capital Structure of Federal Grid Company as of 31 December 2015
** Federal Grid Company management is not aware of any shareholders that hold more than 5% of the outstanding shares, other than those specified
above.
Kopernik Global All-Cap Fund
ООО «Индекс энергетики ФСК ЕЭС» *
БАНК ВТБ (ПАО)
Прочие**
ManageMent’s Discussion anD analysis Financial capital | share capital Value Creation for Shareholders
VALUE
CREAtION
INCREASE IN SHARE PRICE
%
33
Economic Value Added (EVA) of
Federal Grid Company in 2015
%
28
total Shareholder Return
(TSR) level at the end of 2015
For shareholders
and investors
104
Total Shareholder Return (TSR)
2015
target
2015
actual
2016
target
higher than the average
value for the past
three years before the
reporting year
(-46.35%)
28% higher than the value of change
of the MoEX RCI (Regulated
Companies Index) by a positive
value set by the Board of
Directors
Stock Market
Shares of Federal Grid Company are traded on
the “Level 1» quotation list of CJSC MICEX Stock
Exchange, which is a member of PJSC Moscow
Exchange Group, and are included in the list of
securities traded at PJSC St.Petersburg Exchange.
the Company shares are included in the index
calculation base of key Russian and foreign
indices.
▶ Information on Federal Grid Shares
Share category
Nominal value
MICEX Ticker
SPBEX Ticker
LSE ticker
ISIN
Bloomberg Code
Ordinary registered non-documentary
RUB0.50
FEES
FEES
FEES
RU000A0JPNN9
FEES RX
18.2%
Federal Grid’s free-float as of
the end of 2015
▶ Stock Indices and Federal Grid Shares in 2015, %
75
65
55
45
35
25
15
5
–5
.
4
1
2
1
0
3
.
.
5
1
1
0
0
3
.
.
5
1
2
0
7
2
.
.
5
1
3
0
1
3
.
.
5
1
4
0
0
3
.
.
5
1
5
0
9
2
.
.
5
1
6
0
0
3
.
TRADING
IN SECURItIES
▶ ВInclusion of Federal Grid Shares in Key Stock
Indices (weight in indices, %, as of 31 December 2015)
MICEX Index
MICEX BMI
RtSI
MICEX PWR
The RTX Energy (Vienna Stock Exchange)
0.19
0.19
0.19
12.25
12.48
30.0
26.1
18.4
105
.
5
1
7
0
1
3
.
.
5
1
8
0
1
3
.
.
5
1
9
0
0
3
.
.
5
1
0
1
0
3
.
.
5
1
1
1
0
3
.
.
5
1
2
1
0
3
.
MICEX
MICEX PWR
FGC
2015 Share Performance
In 2015, the MICEX PWR sector index performance
was broadly consistent with the MICEX Index
performance.
In the reporting year, shares of Federal Grid Company
outperformed the market and the MICEX PWR sector
index. Since the beginning of the year, the Company’s
share price has increased by 30% (from RUB0,047 in
the beginning of the year to RUB0,057 at the end of the
year) against an increase by 26% and 18% demonstrated
by the MICEX Index and MICEX PWR respectively.
a discussion of anti-crisis plan of the Government
of the Russian Federation, including measures to
support electric grid companies.
Further growth of Federal Grid stock prices slowed
down due to an adverse impact of several factors,
including the following:
• Slowdown in Russia’s economic growth and
inflation rate, affecting the attractiveness of
internal market-oriented companies
• Problems with mid-term forecasts for tariff
regulation in the industry
Federal Grid share price increase in January-February
was driven mainly by expectations of a reduction
of the Company’s investment program, as well as
• Switch to settlements with consumers based
on actual capacity
ManageMent’s Discussion anD analysis Financial capital | share capital
▶ Key parameters of Federal Grid Share trading
Volume
units
RUB
2011
2012
2013*
2014
2015
476,111,513,800
619,919,120,000
989,348,930,000
1,068,425,610,000
448,624,060,000
159,370,754,044
147,513,331,183
116,812,022,883
65,320,385,916
28,939,553,091
Number of deals
units
2,043,606
2,698,318
3,235,854
2,390,457
1,683,326
Low
High
Period end
Number of shares
RUB
RUB
RUB
mln,
shares
Capitalisation at
year end
RUB, mln
0.21111
0.1513
0.07508
0.02900
0.481
0.3768
0.226
0.0939
0.2811
0.20104
0.09016
0.04569
0.0440
0.0804
0.0594
1,255,948
1,260,387
1,267,141
1,274,665
1,274,665
351,163.1
253,904.89
114,600.23
56,110.77
74,861.09
* T+2 trade results are calculated from 2 September 2013 – date of Moscow Exchange’s switch to this trading mode as a basic one.
106
Source: Moscow Exchange website, / moex.com
For further information of share trading, please
refer to website www.fsk-ees.ru, Section Investors
/ Share Information / Interactive Stock Chart
Global Depository Receipt
Programme
Rule 144A. In 2011, the Company completed a
technical listing of depository receipts on the
Main Market of the London Stock Exchange (LSE),
which began trading Federal Grid Company GDRs
on 28 March. From 1 July 2013, the Programme’s
depository bank is the Bank of New York Mellon
(BNY Mellon).
on 30 June 2008, Federal Grid Company launched
a global depository receipt (GDR) programme,
which was not listed under Regulation S and
As of 31 December 2015, the GDR programme
represented 0.48% of the Company’s share capital.
▶ GDR programme Highlights
Ratio
International Code
Regulation S
Rule 144A
1 GDR: 500 shares
1 GDR: 500 shares
ISIN: US3133542015
CommonCode: 036273577
ISIN: US3133541025
CommonCode: 0362733372
Price per GDR as of 31 December 2015
ISIN: US3133542015
Number of GDRs as of 31 December 2015
CommonCode: 036273577
–
46,034
▶ GDR programme Volume
GDR Programme
volume RegS and 144A,
million receipts
TRADING
IN SECURItIES
Programme volume
as a percentage
of share capital, %
10.0
9.0
8.0
7.0
6.0
5.0
4.0
3.0
2.0
1.0
0.0
0.342%
0.342%
0.313%
0.069%
0.044%
0.045%
0.045%
0.045%
0.045%
0.045%
0.045%
0.048%
31.01.15 28.02.15 31.03.15
30.04.15
31.05.15
30.06.15
31.07.15 31.08.15
30.09.15 30.10.15 30.11.15
31.12.15
Reg S
144A
Programme volume as a percentage of share capital, % (right scale)
0.4
0.3
0.2
0.1
0.0
▶ GDR price and trading Volume, lSe
DR trading volume, receipts
Price, USD
107
250,000
200,000
150,000
100,000
50,000
0
0.9
0.8
0.7
0.6
0.5
0.4
0.3
.
5
1
1
0
2
0
.
.
5
1
2
0
2
0
.
.
5
1
3
0
2
0
.
.
5
1
4
0
1
0
.
.
5
1
5
0
1
0
.
.
5
1
6
0
1
0
.
.
5
1
7
0
1
0
.
.
5
1
8
0
3
0
.
.
5
1
9
0
1
0
.
.
5
1
0
1
1
0
.
.
5
1
1
1
2
0
.
.
5
1
2
1
1
0
.
.
5
1
2
1
1
3
.
DR trading volume, receipts
DR price on LSE, USD
Adjusted DR price at the end of trading on
MICEX
For further details on trading in the Company’s
depository receipts, please refer to our website
www.fsk-ees.ru, Section Investors / Share
Information / Global Depository Receipts
Updates about the GDR Programme are also available
on the LSE website at www.londonstockexchange.
com, under Federal Grid Company’s ticker: FEES
ManageMent’s Discussion anD analysis Financial capital | share capital Maintaining dividend income
▶ Federal Grid Dividend History
DIVIDEND
POLICY
2011
(for 2010)
2012–2014
(for 2011 – 2013)
2014
(for the 1st quarter
of 2014)
2015
(for 2014)
total amount of dividends
declared, RUB mln
Dividend per share, RUB.
Share of net profit allocated
for dividends, %
Date of declaration
Date of actual payment
2,577.7
0.21
4.44
29.06.2011
29.08.2011
No dividends were
declared for 2011,
2012 and 2013
436.8
847.4
0.034
0.0006647883
36
25*
27.06.2014
26.06.2015
25.07.2014**
20.08.2014***
30.07.2015**
20.08.2015***
* Taking into account dividends paid for the 1st quarter of 2014
** To nominees and trustees
*** To other persons registered in the Shareholder Register of Federal Grid Company
2015 Dividends
In accordance with Clause 2 of Article 42 of the
Federal Law “On Joint Stock Companies” and
Clause 7.5 of Article 7 of Federal Grid Company’s
Articles of Association, dividends shall be paid out
from the Company’s net income determined under
the Company’s accounting statements.
Resolution on 2015 dividend payment will be made
by the Annual General Meeting of Shareholders that
will be held in 2016.
109
when shaping our dividend policy, we are guided not
only by strict observance of legal requirements, but
also the need to ensure an optimum balance between
shareholders’ interests, the Company’s business
needs, and the need to enhance its investment
attractiveness and capitalisation.
For the purpose of increasing shareholder value,
the Company is constantly working over issues on
improving financial transparency, including with
respect to dividend payments. Currently Federal Grid
is on target to synchronise calculation of a dividend
base taking into account the RAS requirements and
in accordance with IFRS.
All the dividend policy principles, mechanisms
for determining the size of dividends, procedure,
period and form of dividend payment are set in
the Regulations on Dividend Policy of Federal Grid
Company approved by the Board of Directors in 2010.
Board of Directors. The recommended dividend
pay-out amount is determined by the Board of
Directors on the basis of the Company’s financial
results and with due account for the Federal Law
“on Joint Stock Companies’ No. 208-FZ dated
26 December 1995 and the RF Government
Resolution No. 705-r dated 18 April 2016.
The table below shoes the profit distribution
and dividend payment in accordance with the
resolutions of the Annual General Meetings of
Shareholders:
• 2011 AGM (for 2010) – Minutes No. 11 dated
4 July 2011
• 2012 AGM (for 2011) – Minutes No. 12 dated
2 July 2012
• 2013 AGM (for 2012) – Minutes No.13 dated
2 July 2013
The full text of the Regulations on Dividend Policy is
available on the corporate website www.fsk-ees.ru,
Section Shareholders and Investors
• 2014 AGM (for 2013) – Minutes No. 15 dated
30 June 2014
the General Meeting of Shareholders resolves on
dividend payment based on recommendations of the
• 2015 AGM (for 2014) – Minutes No. 16 dated
30 June 2015
108
▶ 2011–2015 net profit Distribution, RuB thousand
for 2010
(2011 AGM)
for 2011
(2012 AGM)
for 2012
(2013 AGM)
for 2013
(2014 AGM)
for the 1st quarter of
2014 ( 2014 AGM)
for 2014
(2015 AGM)
58,088,388
–2,468,359 –24,501,917
–25,897,521
1,210,472
4,699,940
Retained net profit
(loss) for the
reporting period:
Reserve Fund
2,904,419
For development
18,578,192
Dividends
Covering losses
from prior years
2,577,664
34,028,113
–
–
–
–
–
–
–
–
–
–
–
–
–
–
256,837
–
436,803
847,383
–
3,595,720
ManageMent’s Discussion anD analysis Financial capital | share capital
110
Innovative Technologies for Better
Reliability
CoNTRIBUTIoN To DEVELoPMENT oF INDUSTRY-SPECIFIC
SCIENCE AND EDUCATIoN
VALUE
CREAtION
RUB484
mln
amount of R&D financing
in 2015
30
new intellectual properties
registered by Federal Grid
in the reporting year
For educational
institutions
and scientific
community
Federal Grid Company’s innovative development
is aimed at enhancing the reliability, quality and
economy of the supply of electricity to consumers
by upgrading the electric grids of the Russian
Unified Energy System with the use of innovative
technology to turn them into an intellectual core of
the technology infrastructure of the national electric
energy sector.
Key areas of the innovative development programme
Key Areas of the Innovative Development
programme
Development of new technologies
• Development of the concept of a smart energy
system
• Development, testing and commercialisation of
new technologies
• Development of new energy market services
• Energy efficiency improvement programme
• Programme to improve the environmental impact
of Federal Grid Company
• Collaboration with institutions of higher education
and scientific organisations
• Programmes to develop partnerships with
innovative small and medium businesses
• Interaction with venture capital businesses and the
Skolkovo Institute of Science and technology
• Integrated pilot projects to create a smart grid
• Development, modernisation, and improvement of
the energy efficiency of UNEG
• Building of a production base for modernisation of
UNEG
Innovative Business processes
• Improvement of business processes and
introduction of new management methods
• Development of a system of innovation
activities
INNoVATIVE DEVELoPMENT
PROGRAMME
what are the social and economic
impacts of projects implemented
within the federal grid’s innovative
development programme?
pavel Korsunov
Deputy Chairman of the Management Board
of Federal Grid Company
“The Programme’s implementation is aimed mainly at
achieving the strategic goals of our Company through
introducing new types of equipment, supporting new
processes, as well as improving the existing and
creating new, including high tech, services.
the main social and economic impact of its
implementation is achieved through the industry’s
commitment to search for and create advanced
teсhnical solutions in the field of electricity
transmission and distribution, which is accompanied
by the creation of new industries and jobs and the
increase in tax revenue.
Based on the results of the analysis of international
experience in innovative activity and the industry
particularities, we focus on the creation of an
extensive partnership infrastructure, built on the model
of «open innovation» and focused on engagement
with development institutions, research institutes,
higher education institutions, small and medium-sized
businesses, foundations, and foreign partners.»
111
In order to achieve the goals and objectives of our
innovation policy, our Company has developed
and now implements a comprehensive Innovative
Development Programme for the years 2013–2017
with an outlook through 2020 (Minutes of the
Management Board No. 1167/2 dated 26 April 2013).
Our innovative development programme will
improve the efficiency of utilisation of Russian’s
energy potential, facilitate the development of new
technologies, contribute to further development
of the national industry, reduce the percentage
of imported equipment, and create favourable
conditions for procuring the maximum benefits for
the national economy.
As part of its Innovative Development Programme,
we are is carrying out works aimed at fulfilling UNEG
modernisation and development tasks, creating
conceptual, technology and production fundamentals
and favourable conditions for building a smart grid,
and improving Federal Grid’s business processes and
organisational mechanisms to achieve the goals and
objectives of innovative development.
InnovatIve Development Intellectual capital
INNoVATIVE DEVELoPMENT
PROGRAMME
SMARt GRID
SMARt
GRID
2015 Results of the Innovative
Development Programme
Our focus on activities to introduce and test
innovative technical solutions, developed together
with partners of innovative infrastructure, at UNEG
facilities became a key outcome of our efforts to
implement the Innovative Development Programme
in the reporting year.
When updating the Innovative Development
Program, we placed an emphasis on the practical
importance of the Company’s projects, as well
as the increase in transparency and involvement
of development institutions, higher education
institutions, research institutes, small and medium-
sized businesses.
Given the completion of the main scope of
construction and installation works as part of
the ongoing innovative projects and reduction
of Federal Grid’s Investment Programme due to
the change of the growth scenario for electricity
transmission tariffs, only RUB3,962.27 million were
spent to implement the Innovative Development
Programme instead of the planned RUB9,717.44
million. Nevertheless, thanks to an increase in the
efficiency of our innovative activities, we were able
to fulfil most of the key performance indicators of
that Programme in the reporting year
Information on the meeting Key Performance
Indicators of the Innovative Development
Programme in 2015 is available in Appendix 1
to the Annual Report
Electric Energy System
of the Future
In the future, our efforts to implement the Innovative
Development Programme are expected to result in
the creation of an electric energy system with a smart
grid differing from the existing grid by the following
innovative elements:
• Current grid status monitoring system
• Automated real-time systems to keep the operation
of the energy system within the limits set as part of
a uniform analysis and decision-making system
• Automated electricity transmission systems
• Active grid elements with variable parameters
The smart (active-adaptive) grid and the principles of
management of the energy system will be built on the
priority of systemic factors and conditions – reliability
and economy of the system as a whole.
Smart Grid Diagram
PoWER GENERATIoN AND ALTERNATIVE
ENERGY SOURCES
CONSUMERS
112
▶ 2015 Innovation Costs as Broken down by Investment
programme Items, RuB million
113
12%
88%
3,478.08
Integrated pilot projects to creating
an active-adaptive grid with the use
of innovative technologies
and energy efficiency
484.19
R&D Programe
SMART GRID
INDUSTRIAL
INStALLAtIONS
ENERGY tRANSMISSION
AND SToRAGE
(hIGh-PoWER BATTERIES)
new principles and technologies underlying the smart energy system
with active-adaptive grid
• the smart grid is rich with active components that
• Necessary actuators and mechanisms for real-
allow changing its topological parameters
• Sufficient number of sensors to measure current
mode parameters for monitoring the grid condition
in various operation modes of the energy system
• Data collection and processing system and controls
for grid active components and consumer electric
installations
time measurement of grid topological parameters
and interaction with adjacent power assets
• tools for automatically assess the current
conditions and preparing grid operation forecasts
• High-performance control system and fast data
exchange
InnovatIve Development Intellectual capital Research and Development
Activities
An R&D Programme of Federal Grid Company
for the years 2015–2017 (approved by the order
No. 133 dated 19 March 2015) is one of the
instruments for implementing the Innovative
Development Programme.
The R&D Programme has been designed to
ensure stable, long-term funding of our efforts
to develop state-of-the-art technologies,
equipment and devices and is aimed at
enhancing the reliability, quality and economy
of consumer power supply by upgrading the
Russian UES grids and turning them into a
smart (active-adaptive) core of the future power
technological infrastructure.
The R&D works aimed at creating a smart energy
system with an active-adaptive grid involve
the development and implementation of new
principles of managing technical aids, grid element
management systems and management systems
of electric grid complexes in stationary and post-
emergency modes, reliable, long-life electrical
equipment and automation systems based on new
scientific developments, technologies and principles
of the UES operation.
114
Benefits of 20-Kv-d/c hts caBle line
developed By federal grid
target suBprogrammes under
the r&d programme
• Reducing electricity losses in the cable
• Digital substation
• Implementing short-circuit current limitation
• New materials and designs
• obviating the need to use compensatory devices
for electricity transmission
• Improving cyclic load capability and controllability of
transmission
• Process Management
• Operation and monitoring
• Digital design
• Combining grids with different frequency standards
for parallel operation
• Power conversion and transmission
R&D
R&D
▶ Key Results of the R&D programme Implementation in 2015
High temperature Superconductive
(hTS) cable lines
transition Joints and terminations
for XLPE cables for 110,
220 and 330 KV
Metrological Control
and Supervision at digital
substations
• work was completed to create
a 20-kV, 2,500-D/C hTS cable line
having a length of up to 2,500 m
• Design documentation was
prepared and prototypes were
manufactured
• Design documentation was
prepared and the hTS cable
manufactured as follows: four
construction units of cable having
a length of 350–450 m; transition
joints and terminations; valve
converters; relay protection and
automation control systems;
cryogenic equipment
• Acceptance and qualification tests
were conducted at an assembled
110 and 220 kV cable system to
check cable fitting’s conformity to
GOSt and company standard
• Operational life testing was
conducted of prototypes of high
voltage cable fitting for voltages
from 110 kV to 330 kV
• A set of regulations
and specifications was
prepared regulating
operations of metrological
control and supervision at
digital substations
• technical requirements
and specifications were
developed for a prototype
hardware and software
platform for metrological
control over measuring
channels of digital
substations
Automatic water-mist fire
extinguishing system for 220-kV,
125–250 MVA transformers
2Physical condition monitoring and
damage location system
for 220–750-kV ohL
• A system was developed
• The testing results confirmed the
efficiency compared to traditional
water fire extinguishing systems:
a significant decrease in water
consumption ( by 3–7 times) and
a serious reduction of extinction
time (up to 4)
• A model project was developed, the
system was installed and now is
under pilot operation at 220 kV tula
SS (MES Centre)
• working design documentation
and software were developed
• Prototypes were manufactured
• Bench tests were conducted
• the system is under pilot
operation at ohLs of MES Siberia
(at 3 facilities) and MES South
(at 2 facilities)
115
InnovatIve Development Intellectual capital
R&D
SoCIAL RESPoNSIBILIT
Human capital
HR POLICY
In accordance with our Investment Programme, in
2015 RUB484.19 mln were allocated to implement
our R&D Programme that is 0.28% of Federal Grid’s
revenue. The reduction of the R&D funding volume
compared to the 2010–2013 period was caused
by some adjustments we made to our Investment
Programme in line with a change of the electricity
transmission tariff growth scenario.
Creating an intellectual portfolio
and intangible assets of Federal Grid
Company
As part of our efforts to implement our
R&D Programme, Federal Grid Company
had 30 intellectual properties registered
with Rospatent in 2015, including:
▶ R&D Funding, RuB billion
2.9
1.9
1.7
1
116
2010
2011
2012
2013
2014
2015
0.42
0.48
Long-Term Plans
Given the limited funding in the years ahead, we
intend to concentrate on improving the quality
and efficiency of planning and implementation of
our R&D Programme and focus our efforts on the
most advanced and critical areas of our innovative
activities.
we also plan to further actualise our “open
innovation” tools for working with our partners in
innovative development in the following areas:
• Development and popularisation of Federal
Grid’s public documents and Internet resources
concerning innovative development, oriented
to our partners and counterparties and setting
out goals and objectives, key requirements and
technologies, and other important information
related to modernisation of UNEG, building of
a smart grid and other areas of our innovative
development
8
15
1
6
invention
patents
utility
model
patents
design
patent
computer
software
certificates
• Further development of innovative competencies
centres established with participation or support
from Federal Grid Company on the premises of
university labs, chairs, departments and small
innovative “subsidiaries” and based on innovation
contests
• Development of public-private partnership
mechanisms
• Development of instruments to manage knowledge,
competencies and the Company’s operating system
to maximally use internal reserves for innovative
development
Creating Conditions for the Development
of Human Capital
WoRKPLACES AND oPPoRTUNITIES FoR PRoFESSIoNAL
DEVELoPMENT
VALUE
CREAtION
23,899
workplaces created in 2015*
over
15,000
employees engaged in various
forms of training in 2015
* Corresponds to average headcount as at the end of 2015
For employees
117
Federal Grid Company’s hR Policy is a comprehensive
system of relationships with employees. It is aimed
at ensuring the achievement of the Company’s
strategic goals, development and maintenance
of the technical condition of electric grids and
substations, enhancement of reliable functioning of
UNEG facilities, and implementation of the corporate
investment programme.
The aim of our hR policy is to maintain a balance
between economic and social effectiveness in using
the human resources; provide highly qualified staff
members to the Company’s departments; establish
the necessary conditions for efficient development
and employment of human resources; and meet
our employees’ needs, expectations and interests.
we take the utmost efforts to create the conditions
for the best use of talents and strengthening
our corporate culture, effective motivation and
professional development of employees.
headcount and Personnel Structure
A priority in the Company’s personnel management
policy in 2015 was performance management
at the unit and employee level by raising labour
productivity (this was also part of implementation
of directives Nos. 2454p-P13 dated 23.04.2014,
7389p-P13 dated 31.10.2014 and 2303p-P13
dated 16.04.2015 issued by the Government of the
Russian Federation).
This priority envisions the following approaches:
• optimise the Company’s organisational and
functional structure, reduce the number of
management levels, expand the span of control,
and reduce the administrative and managerial
staff
• Optimise schemes for service maintenance of
energy facilities with regard of the Company’s
priorities in improving reliability, safety
and effectiveness of the grid system and,
consequently, reduce the process staff
InnovatIve Development Intellectual capital
what values does the company
create for its employees as a Key
staKeholder group?
natalia ozhegina
Deputy Chairperson of the Management
Board of Federal Grid Company
“A professional experienced team is Federal Grid
Company’s main capital. This is why the Company
opens up new opportunities for all people who do
their job conscientiously and want to grow and
develop in a team of employees who hold the same
views.
bonuses and allowances, such as voluntary medical
insurance, accident insurance, non-governmental
pension plan, and financial aid programmes. It runs
a corporate housing programme and a programme of
compensating the rental costs of housing for young
specialists.
118
the key priorities of our HR policy are to ensure
a decent level of wages, establish a system of
social support for the employees, raise the level
of satisfaction with working conditions and living
standards, and make the Company’s social package
more competitive. The Company offers additional
An important value which the Company creates for
its employees is an opportunity for professional
development and career growth. We implement
various training and professional development
programmes, including via corporate licensed training
centres, and develop our talent pool.”
The following actions were completed in 2015:
• Project “Audit and optimisation of Federal
Grid Company’s organisational and Functional
Structure”
The employee turnover rate was 8.6%. The staffing
level in the Company remains high at 97.2% as of
year-end 2015, which is 0.5 percentage points above
the 2014 level.
• Centralisation of functions by management
levels
▶ Average employee Headcount in Federal Grid
Company
• Reduction in operational service costs
• Optimisation of administrative and managerial
staff size
In the reporting year, staff optimisation actions
resulted in higher labour productivity in physical
terms (c. u. /man) by 12.6% relative to 2014.
At the end of 2015, the headcount of Federal Grid
Company was 23,358 employees, a 4.1% decrease
on 2014.
25,123
24,460
24,362
23,332
+4.8%
+2.7%
23,358
-3%
-4.1%
2011
2012
2013
2014
2015
HR POLICY
One of the priority areas is to renew and maintain the
number and quality of employees in order to ensure
reliable operations and development of Federal Grid
Company.
the Company sets high standards for employee
education and qualification. Its employees have a
sufficiently high qualification level: more than 94% of
employees have professional education. This measure
is on the upward trend because it increased by 2
percentage points over the past three years.
The average age of the Company’s employees is
40.9 years (as compared to 39.3 years in 2014).
Most employees (59%) are under 40; this is the most
active age in economic and social terms. Thus, the
Company has achieved an optimal balance of young,
enthusiastic employees and experienced, highly
qualified staff members who ensure the continuity
of generations and the transfer of professional
knowledge and skills.
Material incentives
A compensation system in Federal Grid Company
takes into account the position categories,
performance results of the Company branches and
structural divisions, specifics of regional labour
markets and individual contribution of each employee.
Executive performance is assessed against key
performance indicators (KPIs) that are approved by
the Board of Directors.
Salary differentiation is based on the level of
complexity and responsibility in a given job position,
the employee’s qualification and his/her impact on
the Company’s fundamentals.
Remuneration to employees is based on the time and
bonuses. The basic wage (wage rate) is consistent
with the staffing table and a list of basic wages. Wage
rates (basic wages) to workers are based on the
minimum monthly wage rate of a grade 1 employee,
which is established by the Tariff Agreement for the
Electricity Industry of the Russian Federation.
In 2015, the Company revised the frequency of
indexation of basic wages and took a decision about
semi-annual indexation of wages (wage rates) in
accordance with the provisions of the Electricity
Industry Tariff Agreement for 2013–2015 which was
extended for 2016–2018 (the Company used to index
wages quarterly in the previous years).
Succession Pool
Federal Grid Company pays much attention to
the talent development. It conducts educational
programmes that open up professional growth
opportunities for the young people and attracts talents
to the Company.
In 2015, the Company hired 1,185 young specialists
under 30, including 213 graduates of higher and
secondary educational institutions.
Employees from MES branches were trained under
the federal programme «training and Retraining
of Management Pool.” Young specialists from
the Federal Grid Company’s succession pool took
119
▶ 2015 employee Headcount by Branch
8
4
15
9
11
22
11
9
11
Executive Directorate
MES Center
MES North-West
MES Volga
MES South
MES Ural
MES Siberia
MES Western Siberia
MES East
Social ReSponSibilityHuman capital
120
part in the Round Table for Young Professionals
which PJSC Rosseti organised at the St. Petersburg
International Economic Forum.
Educational programmes “Director of Substation” and
“Director of a Backbone Electric Grid Enterprise” were
developed and conducted at the Personnel training
Centres for employees included in Federal Grid
Company’s succession pool.
Personnel Training and Development
Federal Grid Company implements a policy which
is aimed at raising the professional level of its
employees and talent development. In 2015, 15,093
employees (64% of total headcount) were involved in
various types of training, retraining and professional
development.
Improvement of employees’ technical competencies
remains a priority task for the Company.
In the reporting year, 9,084 employees improved their
skills in 9 licensed Personnel Training Centres of
▶ Employee Average Wage/Salary, RUB
58,032
53,078
62,042
64,091
66,573
+6.9%
+9.3%
+3.3%
+3.7%
2011
2012
2013
2014
2015
Federal Grid Company. Educational programmes
for operating personnel in Federal Grid Company’s
training centres focus on the training of practical
skills. These centres have training simulators,
laboratories with relay protection and emergency
automatic equipment, and electric grid training
areas equipped with advanced technical training
aids and prototype equipment. The simulation
▶ Appointments of succession pool members to superior positions in 2015
Number of
members
in 2015,
persons
Number of members
appointed to superior
positions, persons (share
of the total)
target
positions
Other
positions
Sufficiency of
succession pool
for managerial
positions
311
54 (17%)
56 (18%)
90%
83
2 (2.4%)
4 (4.8%)
202%
type of succession pool
Tactical succession pool for the production and
technical facilities of Federal Grid – MES
This succession pool was formed in five key areas of
the Company’s activities for the positions of heads and
deputy heads of structural units in a branch (in charge
for organisation, operations, maintenance and repairs
of electric equipment and electric grid devices, such as
relay protection and automation; running of substation
equipment; It and process systems; operational and
process management; and electricity transmission line)
Succession pool for the position of PMES’ Director
this succession pool was formed in order to enhance
the talent capacity, identify the most valuable
employees having the best capacity for their further
development, and to minimise HR risks related
to PMES directors’ natural retirement and level of
professional competencies
development of young
professionals
Federal Grid Company’s participation in the International
Forum of Young Power Engineers «Forsazh-2015” was
acknowledged by the Russian Ministry of Education
and Science for the maintenance of high educational
standards in capacity development of young engineers.
classes allow us to organise realistic drills and
emergency response exercises.
Control Centre (MGCC) and Grid Control Centres at
MES and PMES. Since the opening of training centres
in 2011, the Company had 1,127 training sessions
in 2011–2015.
the Company is continuously upgrading its
computerised training simulators to make them
consistent with changes in substation schemes.
the Personnel training Centres are the main platform
where professional skill competitions are held.
In 2015, the Company held 28 such competitions.
HR POLICY
▶ employees trained in 2015 by categories
40
18
42
Professional employees
Workers
Management
121
At the request of the Ministry of Labour and Social
Protection, Federal Grid Company’s training centre
in the Moscow oblast hosted the federal-level
stage of “The Best Professional,” a Russian national
competition of professional skills, in the nomination
for “The Best Electrical Lineman (high-voltage lines)
award.
▶ Share of Employees Trained in 2015, and training costs/salary budget ratio, %
100
90
80
70
60
50
40
30
20
10
0
Executive
Office
MES
Volga
MES
East
MES
Western
Siberia
MES
North-West
MES
Siberia
MES
Ural
MES
Centre
MES
South
Share of employees trained, %е
Including at the Company’s training centres, %
Training costs/salary budget ratio, %
1.40
1.20
1.00
0.80
0.60
0.40
0.20
0.00
Social ReSponSibilityHuman capital
122
Federal Grid Company’s Personnel Training Centre
received the “Chrystal Pyramid” award in 2015 in
the category “Corporate University” for a special
contribution in human capital management. The
award gives its winners the image of a leader and
reputation of a reliable employer.
In accordance with the objectives that had been
set by the Council for Professional Qualifications
in the Electricity Sector at the Russian Ministry of
Energy, Federal Grid Company actively participated
in the development and adaptation of industry
professional standards for the electric grid
complex.
In 2015, Federal Grid Company continued to
co-operate with institutions of higher education
in all regions where the Company operates. The
co-operation programmes covered professional
retraining and skills development of the operating
personnel, involved specialists from the industry-
specific higher-education institutions in R&D, and
organised on-the-job practice and training for
the would-be power engineers at the Company’s
facilities.
the Company employees took part in the retraining
and skills development programmes that were
run by institutions of higher education, including
the industry-wide targeted programme “Skills
Development of Engineers and Technicians.”
As part of its co-operation with the youth panel
of CIGRE Russian National Committee, Federal
Grid Company actively participated in actions
that helped to promote the development of the
Company and the entire electricity sector, such
as the forum “Electricity Industry through the
Eyes of the Young People,” International Academic
Competition in the Electricity Industry held at
Ivanovo Power Engineering University, conference
“Dispatch Control and Management in the
Electricity Sector” held for young people at Kazan
State Power Engineering University, and 2015
ENES International Forum.
A team of Federal Grid Company’s young specialists
made a project on power transformer heat extraction
and utilisation for subsequent use in heating
of substation buildings and structures. It was
recognised as the best project in the panel “heat
and Electric Power Engineering and Young Leaders”
at the 2015 ENES International Forum and was
awarded a diploma by the Ministry of Energy.
The Company’s specialists became members of
a new youth association – the Russian National
Union of Young Engineers of Commodities and Power
Complexes.
Awards Policy
In order to raise motivation for effective performance
and provide moral and financial awards for high
results the Company has been successfully
implementing a programme of giving state awards,
awards by the Government and Ministry of Energy of
the Russian Federation, Russian National Association
of Electricity Sector Employers (RaEL), PJSC Rosseti
and corporate awards to its employees.
According to this programme, employees are
entitled to awards if they have rendered great
service to the State, to the fuel and power industry
or to the Company, and if they demonstrate
high production efficiency and management
competencies, or achieve great results in the
operation, construction and re-construction of
electric grid facilities, or in the development and
implementation of new equipment and technologies,
or implemented advanced forms of labour
organisation, or demonstrated professionalism in
the prevention or liquidation of accidents, restoration
of power facilities, or have the authority and respect
in their teams, promote corporate values and perform
in accordance with these values.
The teams of Federal Grid Company’s branches
that have ensured reliable operation of equipment,
achieved the best performance indicators, and
demonstrated good results in the mastering and
introduction of new equipment and technologies
are awarded the title “Best Branch of Federal Grid
Company – MES” and “Best Enterprise of Federal
Grid Company – PMES.”
HR POLICY
123
the Best in 2015
In the reporting year, 1,576 employees of Federal Grid Company, its subsidiaries
and contractors received awards, including:
221
employees received awards from the Ministry of Energy of the Russian Federation
for their services to the electricity sector; one employee received an award
“honourable Worker of the Fuel and Energy Complex” and 11 employees received
the title “honourable Power Engineer”
the CIS Electric Power Council
who were awarded the title “Veteran of Electricity Sector” for their long
and fruitful service
for their major contribution in the development of integration processes
in the CIS power sectors
7 employees were awarded the title «Distinguished Power Engineer of CIS”
6 employees were given the honorary Certificate of
85 employees received awards from RaEl Association, including 9 employees
95 employees who made major contributions to the development
122 employees were awarded a commemorative sign
1 040 employees received corporate awards for their contribution
to the development and services to Federal Grid Company,
including:
of the electric grid complex received corporate awards
from PJSC Rosseti
“95th Anniversary of GoELRo Plan”
of Federal Grid Company”
2 titles “Honorary worker
9 signs “For Contribution to the Development
of Federal Grid Company” (Grade 1)
for high level of production efficiency and competencies
for high level of production efficiency and competencies
79 signs “For Professional Excellence”
16 signs “For Professional Excellence”
23 titles “Veteran of Federal Grid Company” for merits to the Company
9 employees’ portraits were put on the Recognition Board
and long and fruitful work in the electric grid complex
of Federal Grid Company.
MES
western
Siberia
Omsk
PMES
was awarded the title
“Best Branch of Federal Grid Company – MES” in 2015
was awarded the title
“Best Enterprise of Federal Grid Company – PMES” in 2015
Social ReSponSibilityHuman capital
Socially Responsible Approach
SoCIAL SECURITY AND GUARANTEES
VALUE
CREAtION
124
million
RUB377
Spent for voluntary medical
insurance in 2015
million
RUB327
Allocated for non-government
pensions in 2015
million
RUB146
Spent for the implementation
of housing programmes
in 2015
SOCIAL
POLICY
to attract high quality specialists and the youth,
whose activities involve moving to another place,
the Company reimburses their housing rental costs
(this programme is included in the corporate benefits
package). In 2015, the Company provided assistance
in housing rent to 398 employees including 230
young specialists.
In addition, Federal Grid Company provides corporate
assistance according to its commitments under
the programme for improving employees’ housing
conditions. In 2015, corporate assistance in the
form of interest-free loans and compensations was
rendered to 686 employees, including 315 young
specialists.
For employees
E F F I CIENCY
s s
e
n
effectiv e
respo
n
sib
ili
t
d
e
v
e
l
o
p
m
e
n
t
I
N
N
O
V
A
T
I
O
N
e
mplO y e
s
e
profession a l
i s m
y
t
s
tru
Y
T
I
L
BI
RELIA
federal grid company’s
ring of values
is a symbol of achievement
of strategic goals (external
ring) through corporate values
(internal ring), of which the
Company’s personnel is the key
value
125
Social Programmes for Employees
A benefits package in Federal Grid Company is
a tool for employee motivation and social security
and includes voluntary medical insurance, accident
insurance, non-governmental pension, financial
assistance to employees in need (connected
with marriages, childbirths, etc), and wage/salary
advance.
the Company has a Corporate Housing
Programme. To provide qualified personnel for
key power facilities that are in remote areas or
under construction, a corporate housing stock
of Federal Grid Company has been created. In
2015, 34 company-owned apartments were
commissioned and provided for rent to the
Company employees in Novy Urengoy and
Pyt-Yakh. Employees of MES Western Siberia branch
electric facilities located in remote areas will live
in these apartments, including employees who will
work under rotation system.
Corporate housing stock
apartments
481residential
11in
Russian
regions
Corporate Values
Development of Corporate Culture
Federal Grid Company is a unique infrastructure
company that embraces generation and consumption
units in Russia in one national system. Well-
coordinated teamwork of thousands of the Company’s
employees largely depends on whether they have
the same understanding of ethical and professional
guiding principles that have been formed in the
Company.
this is why we have a Code of Corporate Ethics which
is based on the best global practices of corporate
governance and is aimed at raising the level of
corporate culture among all employees.
The Company’s Code of Corporate Ethics is available
on our website www.fsk-ees.ru, in the section About
Us/Corporate Governance/Corporate Documents.
Federal Grid Company maintains the traditions of
strengthening corporate culture and developing
respect and interest in the profession of a power
engineer.
Corporate events
In 2015, most corporate events in Federal Grid
Company focused on the 70th anniversary of
victory in the Great Patriotic War. In accordance
with a programme designed by the Russian
Ministry of Energy, a delegation of Federal Grid
Company’s executives and veterans took part
in the ceremonies that included the laying of
wreaths to the Tomb of the Unknown Soldier and
a monument to Marshal Zhukov; war veterans’
meeting with A. V. Novak, Minister of Energy; and a
concert for veterans and employees of the power
sector companies. Besides, we organised a special
Social ReSponSibilityHuman capital
event on the eve of Victory Day for long-service
employees of Federal Grid Company and the
electric grid complex.
Festive events were held on the eve of Victory
Day in all branches of Federal Grid Company. War
veterans, home front workers, city residents of
Leningrad who survived the blockade and worked
in backbone grid enterprises received greetings
from Andrey Murov, Chairman of the Management
Board, and valuable gifts from the Company. War
veterans met with the labour teams, photography
exhibitions about the work of the electricity sector
during the war were held, and an action “St.
George Ribbon” was run.
In 2015, the Company continued to organise
trainings in sports that are popular among
its employees, and offered them partial
reimbursement of gym membership (annual
contracts). The Company’s volleyball and indoor
soccer teams participated in competitions that
were held between the companies of the fuel and
energy complex with support from the Ministry of
Energy.
In November 2015, Federal Grid Company, together
with JSC R&D Centre of FGC UES, held the Fifth
Open Chess tournament in memory of Mikhail
Botvinnik, a great chess player and outstanding
electrical engineer.
126
In March and April 2015, the Company held
a competition of children’s drawings “The Energy
of Victory” dedicated to the 70th anniversary
of victory in the Great Patriotic War. over 450
children of Federal Grid Company’s employees
participated. The best drawings were sent to the
Russian national contest and exhibition that were
organised by the Russian Ministry of Energy.
Sports
Involvement of employees in sport and physical
activities, as well as promotion of a healthy
lifestyle that helps them to strengthen their health
and raise labour productivity is a priority in Federal
Grid Company’s corporate life.
SOCIAL
POLICY
127
Non-Governmental Pension
Programme
In order to increase motivation, retain highly
qualified employees and ensure high living
standards for them after they reach the retirement
age, non-governmental pension programme for the
Company employees was approved in 2004 and is
now successfully implemented. Its key principles
are:
• A uniform approach to the organisation of non-
governmental pensions in Federal Grid Company
• Differentiated size of a non-governmental pension
• Incentives to employees for their service to
Federal Grid Company and the electricity industry
for long and conscientious work
Insurance
Medical Insurance
In accordance with its social policy, Federal Grid
Company has a corporate system of voluntary
medical insurance of employees (VMI). It
guarantees timely and high-quality additional
medical and other services, and their scope
and terms are over and above the services
provided under the mandatory medical insurance
programme.
Insurance coverage is based on the VMI programme
which meets the Company’s high standards and
includes the following sub-programmes for all
categories of employees: outpatient Care,” “Dental
Care,” “Emergency and Planned Hospital Admission,”
“office Doctor” (on-the-job medical services),
“Vaccination,” “Disease Prevention Services”
(including mandatory medical examinations and
extended preventive medical checks at the health
centres), “Medical Insurance during Foreign Travel,”
“Diagnosis and Treatment in the Leading Research
Institutions.”
RUB 327 million
was allocated for the non-governmental
pension fund in 2015
property Insurance
this type of insurance is aimed at the recovery of
losses that the Company might incur as a result
of loss or damage of its assets in case of an
unexpected event. Property is insured against all
risks, including fire, natural disasters, dangerous
weather events, third parties’ wrongdoings, terrorist
acts, and direct actions.
In 2015, the Company took actions to cut property
insurance costs while maintaining the same
scope of insurance. The effective insurance rate is
0.0354%.
liability Insurance
The Company also insures liability of members of
its Board of Directors, members of the Management
Board, Chairman and deputy chairpersons of the
Management Board, and Chief Accountant. Its
insurance policy covers losses caused by damage to
third parties or Federal Grid Company as a result of
unintended / erroneous actions or omissions by the
insured persons when they perform their functional
duties.
Youth Policy
engagement with educational
Institutions
In 2015, the Company continued to develop
mutually beneficial relationships with industry-
specific higher-education institutions and
specialised secondary schools.
the voluntary medical insurance programme
contains an extended list of medical services
including expensive high-technology medical care,
a broad list of medical specialists, and medical
care in the best Russian medical and prevention
centres.
the main area of co-operation with educational
institutions is still the organising practical and
pre-degree training for students. over the course of
2015, about 770 students developed practical skills
at the Company’s facilities. Temporary jobs with
time wage were created for 200 of them.
Social ReSponSibilityHuman capital In April and May 2015, a traditional annual Day of
Federal Grid Company was organised in all branches
and the Executive office, involving more than
1,500 students from 40 higher education institutions
and 8 specialised secondary schools.
In the reporting year, 32 power engineering students
received additional theoretical and practical
knowledge in the «School of Young Engineer»
organised at the premises of the Personnel training
Centre “Bely Rast” of MES Centre.
In total, about 3,600 students, tutors and the
Company’s employees took part in events that
Federal Grid Company arranged in order to develop
co-operation with educational institutions in 2015.
Charity
Federal Grid Company has been traditionally
providing charity support (to individuals and
organisations) in the following areas:
• Support of educational, scientific and cultural
activities, and public awareness campaigns
• Support of physical culture and sport activities
(except professional sport)
• Social support and protection of citizens
including the improvement of financial situation
of low-income people, social rehabilitation of
the unemployed, the disabled and other persons
who are unable to implement their rights and
lawful interests on their own due to their physical
or intellectual specific features or any other
circumstances
128
A special focus in this event was on the in-depth
communication of specialists and heads of the
Company’s units and branches with students. Most
events were held in the form of students’ meetings with
the Company’s specialists at the electric grid facilities.
the Company organises annual guided tours to its
facilities for students of higher-education institutions
and specialised secondary schools, thus making
the teaching processes more effective. More than
1,000 students took part in such tours in 2015.
SOCIAL
POLICY
CO-OPERAtION
Federal Grid Company co-operates with
several Russian educational institutions:
• Protection and adequate maintenance of
buildings, facilities and territories of historic,
religious, cultural or environmental importance
• Social rehabilitation of orphaned children and
children without parental care, neglected children
and children in difficult life circumstances
• Support of activities in the field of health care,
healthy lifestyle promotion, improvement of
moral and psychological condition of citizens
• Assistance for those who have suffered from
natural disasters, environmental or industrial
disasters or other catastrophes, as well as
social, ethnic or religious conflicts, victims of
repression, refugees and forced migrants
• Support of individuals who need surgery
to protect their life and health (including
for prevention of disability and long-lasting
rehabilitation), and those who need treatment of
serious disease.
In 2015, the Company allocated RUB 50.9 million
for charitable aid to individuals and legal entities.1
129
106 higher
education
institutions
cooperative agreements are
signed with 49 of them
30 specialised
secondary
schools
cooperative agreements are
signed with 13 of them
In 2015, the Day of Federal Grid
Company as an annual professional
orientation event had an audience
more than
1,500
students
1 Further details about charitable and sponsorship support by Federal Grid Company’s subsidiaries and associates are available in Appendix 7
to the Annual Report
Social ReSponSibilityHuman capital
Creating Safe working
Conditions
SAFE AND CoMFoRTABLE WoRKING CoNDITIoNS
VALUE
CREAtION
For employees
130
Accident rate (including fatal or group
accidents due to failure to perform
or inadequate performance of job
duties), per 1,000 persons
2015
target
less than
0.02
2015,
actual
0.018
2016,
target
less than
0.018
Labour Protection
Our health and safety measures are aimed at
elimination of workplace injuries and occupational
diseases, promotion of safe conduct and
development of accident-prevention skills among
employees, as well as at improvement of working
conditions.
In 2015, we continued work to reduce the number
of injuries. our efforts were based on the findings
of an assessment of employee injure risks, and on
objectives that had been outlined by the Company’s
Labour Protection Committee and regulations /
guidelines.
By the end of the reporting year, the number of
injured employees in the Company’s branches
increased from 3 to 5. The largest share of injuries
was related to the driving of vehicles. At the same
time electric injuries were on the downward trend:
only one person was injured in each of 2014 and
2015 as opposed to 6 persons in 2013.
human factor plays an important role in all injuries
(neglect of safety requirements by operators;
knowledgeable violation; personal carelessness;
employee’s inability to assess risks; employees are
sure that they will not be disciplined for violations
by their supervisors).
HEALtH
AND SAFETY
to improve occupational safety, we take
precautions to safeguard our employees before
conducting any kind of repair work, assess risks to
employee safety and develop corrective actions,
and conduct regular safety checks on work carried
out by our repair teams.
Details of additional health and safety
measures taken in 2015 are available in
Appendix 1 to the Annual Report
The Company pays much attention to employees’
working conditions. A comprehensive programme
has been developed and implemented to improve
working conditions at the facilities of MES branches.
Its aim was to provide the necessary sanitary
and living services, thus creating healthy and
comfortable working conditions that would mitigate
risks to employee health.
federal grid company conducted
a special assessment of worKing
conditions (sawc) to monitor worKing
conditions at the worKplaces
• In 2015, SAWC covered 8,965 workplaces
in 34 PMES branches, 4 MES Branches
and in the Executive office with the total staff of
11,087 employees
• SAWC costs amounted to RUB11.87 million (80.6%
were covered from the budgets of MES and PMES,
and 19.4% were reimbursed from the Social
Insurance Fund of the Russian Federation)
• Based on SAWC findings, the number of workplaces
with hazardous working conditions reduced by
1.8 times and amounted to 0.97% of all workplaces
covered by SAWC in 2015
131
Monitoring of Employee health
Since 2002, no cases of occupational diseases have
been registered in Federal Grid Company.
the following medical examinations are conducted in
Federal Grid Company in order to monitor employee
health:
• Preventive and regular medical checks
(screenings) conducted in accordance with order
No. 302n issued by the Ministry of health Care
of the Russian Federation, dated 12.04.2011,
and with regard of order No. 390 issued by the
Ministry of Energy of the Russian Federation, dated
31.08.2011
• Pre-shift and pre- and post-trip medical checks
(screenings) conducted in accordance with order
No 835n issued by the Ministry of health Care of
the Russian Federation
▶ Classes of Working Conditions Before and After
SAWC in 2015
8,879
4,837
2,013
81
884
5
142
1,089
Class 2
Class 3.1
Class 3.2
Class 3.3
Newly
created
workplaces
Breakdown of classes of working conditions
at workplaces to be assessed (before assessment)
Breakdown of classes of working conditions
at workplaces assessed (after assessment)
• Psychiatric checks in accordance with Law
No. 3185-1 of the Russian Federation, dated
02.07.1992, and Resolution No. 695 of the
Government of the Russian Federation, dated
23.09.2002
Social ReSponSibilityHuman capital
• Regular checks (at least once every five years)
at the professional pathology prevention
centres and other medical institutions that
are authorised to conduct preventive and
regular checks for professional suitability and
relationship between a disease and profession
Industrial Safety
hazardous industrial facilities are operated by
Federal Grid Company in compliance with the
requirements set by Federal Law No. 116-FZ, dated
21.07.1997, “on Industrial Safety of hazardous
Industrial Facilities” and other relevant rules and
regulations.
Federal Grid Company operates 270 hazardous
industrial facilities (hIFs) of III and IV hazard
classes. Given that legislative requirements
to industrial safety management systems are
established for I and II hazard classes only, safe
operation of Federal Grid Company’s hazardous
industrial facilities, prevention of accidents and
post-accident recovery are carried out via industrial
control.
▶ Fires at Federal Grid Company’s Facilities
12
1
1
2
3
3
2010
2011
2012
2013
2014
2015
In 2015, the Company implemented the following
major industrial safety projects:
• We identified, registered / removed from register
and re-registered facilities, and assigned the hazard
class in the State Register of Hazardous Industrial
Facilities
• Federal Grid Company, together with the Federal
Service for Environmental, technological and
Nuclear Supervision and Ministry of Emergency
Situations, proposed amendments to Article 10
of Federal Law No. 116-FZ, dated 21.07.1997,
132
HEALtH
AND SAFETY
The number of fires caused by process
disturbances at the Company’s facilities did
not increase over the past five years because
additional measures had been taken to prepare
for the danger period. Besides, the Company
implemented a corporate programme aimed
at raising the fire safety level and improving
the quality of fire safety at UNEG facilities in
2011–2017.
Fire Safety Days are held regularly in all units of
MES branches and in the Company’s subsidiaries.
Based on their results, the Company draws up and
implements measures to eliminate the identified
irregularities and violations. A branch of MES
Western Siberia won the 2015 annual inspection
for the best fire protection system at the facilities.
133
“On Industrial Safety of Hazardous Industrial
Facilities.” These amendments require operating
organisations to enter into service contracts with
the professional emergency response entities or
teams with regard of the hazard class of hazardous
industrial facilities, its category, and accident
severity at the given facility
• we drew up safety passports for hazardous
industrial facilities and had them approved by
the regional offices of the Ministry of Emergency
Situations
No accidents and incidents were registered at the
Company’s hIFs in 2005–2015. We meet all industrial
safety requirements in accordance with the procedure
established by the legislation.
Fire Safety
In order to comply with the fire safety requirements,
the Company operates its facilities in accordance with
the federal fire safety laws, Russian fire prevention
rules, and internal regulations (such as Directive of
PJSC Rosseti No. 6r dated 15.01.15) that set corporate
standards in this field. Three process disturbances
(fires) occurred at the Company’s facilities in 2015.
No fires due to violation of fire safety rules (including
those identified by the supervisory authorities)
occurred at Federal Grid Company in all these cases.
Regular fire drills and trainings are held as
part of the fire safety training programme for
the Company employees, including trainings
together with the firefighting units of the Ministry
of Emergency Situations. Besides, in 2015 the
Company held personnel evacuation trainings
in the buildings of its Executive office and
branches. It drew up post-training actions to
eliminate irregularities and violations in the work
of the fire protection systems in the buildings.
Social ReSponSibilityHuman capital Environmental Safety
ENVIRoNMENTAL SAFETY AND ENVIRoNMENTAL
MANAGEMENt
VALUE
CREAtION
RUB248
million
were spent and invested by Federal
Grid Company in environmental
protection in 2015
For people in the
regions where we
operate
134
Environmental costs,
RUB million
2015
target
2015
actual
155.2
248.3
2016
target
242.9
A key priority in the Company’s Long-Term
Development Programme for 2015–2019 is to ensure
a more effective load of the grid with regard of
requirements set in the Development Strategy for the
Russian Electric Grid Complex.
environmentally effective technologies, strengthen
environmental control at the industrial facilities,
involve employees in environmental protection, and
ensure environmental safety and rational use of
natural and energy resources.
the Company takes systemic efforts to ensure
environmental safety in order to consistently
reduce the environmental impact of its electric
grid facilities. The aim of these efforts is to comply
with the environmental law requirements, introduce
the consistent implementation of environmental
protection measures helps to minimise the
Company’s environmental risks and maintain
favourable environmental conditions in the regions
where the Company has presence.
leadership in environmental
protection
Federal Grid Company won the 2015 Russian
national competition “Leader of Environmental
Protection Activities in Russia.” It gained recognition
for proactive activities in environmental protection,
efficient environmental management that is
instrumental for sustainable development of the
national economy, boosting of people’s health and
improvement of environmental safety in the country
Environmental Policy
Environmental Policy and Implementation
Programme are the fundamental documents for
planning and implementation of environmental
protection actions, environmental education,
monitoring, internal environmental audit and
industrial environmental control in order to ensure
environmental safety and rational use of natural
resources at the Company’s facilities.
The goal of Federal Grid Company’s Environmental
Policy is to minimise the adverse impact on
environment during electricity transmission
and distribution. In order to achieve this goal,
ENVIRONMENtAL IMPACt
MANAGEMENt SYStEM
in what area does federal grid
company intend to improve its
environmental management system
in the near future?
“the International Standards Organisation developed
a new version of its international standard ISO
14001:2015 “Environmental Management Systems”
and published it in 2015. The new standard changes
the approach to the environmental management
system and sets new requirements, including
requirements to management of risks related
to the environmental impact.
Federal Grid Company as a company that has an
established environmental management system
the Company drew up an Environmental Policy
Implementation Programme for 2015–2019.
the programme was drawn up in accordance
with a decision of the Board of Directors and
approved by the Chairman of the Management
Board.
Besides having environmental and economic
effects, implementation of this programme
is aimed at raising the social relevance of
the Company.
Environmental Policy Implementation
Programme sets the targets that further detail
the environmental policy commitments. This
is done in order to achieve a phased reduction
of the adverse impact on environment with regard
of the Company’s technical and financial capacity.
nikolay Shvets
Deputy Chairman of the Management Board
of Federal Grid Company
will face a three-year period of transition to the new
version ISo 14001:2015. The key priorities in our
plans for 2016–2018 will be to build a hierarchy
in environmental management, involve employees
in environmental protection actions, ensure
environmental safety and rational use of natural
and energy resources, achieve better understanding
of our role and responsibility for the protection of
environment in our operations.”
135
Improving Environmental Control
and Reporting
A Procedure for Internal Environmental Audit in MES
and PMES Branches was approved in 2015 in order
to optimise the procedures of environmental control
and reporting, improve the quality of inspections and
As part of co-operation with the world wildlife
Fund for Nature (WWF Russia), the Company
took part in the worldwide Earth hour by turning
off power for one hour at 762 facilities
on the last Saturday of March 2015
12.3 Mwh
were saved during this action
EnvironmEntal ProtEction natural capital
Key Environmental Protection Areas
target
• Ensure environmental safety in compliance with the
requirements set in the Russian laws on environmental
protection
• to comply with the requirements set in the Russian
laws on environmental protection and minimise an
adverse impact on the environment
• Improve guidelines for, and technical regulation of,
• To contribute to the refinement of guidelines and
environmental protection
technical regulation
• Improve environmental protection management system
• to ensure effective functioning of the environmental
management system
• Build Federal Grid Company’s reputation as an environmentally
• An environmental component in Federal Grid
oriented and socially responsible company
Company’s image
• Innovative development in environmental safety and
• To reduce the adverse impact on the environment by
environmental management
implementing innovative solutions
eliminate any possible environmental risks. The
Rules establish a uniform approach to an internal
audit of the environmental management system and
industrial environmental control at the production
facilities. In 2015, the Company inspected 372
facilities, or 39.8% of the total number of operation
facilities.
136
Developing Environmental Safety
Standards
In 2015, the Company drafted standards
“Environmental Safety of Electric Grid Facilities:
Requirements to Maintenance and Repair”
and “Environmental Safety of Electric Grid
Facilities: Requirements to Design, Construction,
Reconstruction and Liquidation.”
protecting Biodiversity
Federal Grid Company, world wildlife Fund for
Nature (WWF Russia) and the Russian Bird
Conservation Union monitored the effectiveness of
actions implemented by a branch of MES East to
prevent death of oriental storks on power lines.
In 2015, the Company installed 10,739 bird
protection and bird deterring devices at high voltage
lines 500/220/110 kV in the branches of MES
East, MES Siberia, MES Centre, MES South and
MES North-West. The total costs of these devices
amounted to RUB13.26 million.
The efficiency of these actions is proven by the
fact that only a few cases of bird deaths on the
Company’s power lines were reported in the past
three years.
development of environmental
management system
• In 2015, the Company installed the environmental
management system in four branches of MES
Siberia, MES Ural, MES Volga and MES Western
Siberia
• Measures were implemented to include all
branches in the Company-wide system of
environmental protection management
• Education was organised for employees of
all branches to ensure their competence and
awareness: 412 employees took a course
in “ISo 14001:2004 Requirements,” and 56
employees took a course in “Internal Audit of the
Environmental Management System”
• The Company received a certificate of compliance
with the requirements of the international
standard ISo 14001:2004 for its environmental
management system
ENVIRONMENtAL IMPACt
MANAGEMENt SYStEM
Environmental Performance in 2015
Environmental activities at Federal Grid Company’s
subsidiaries are carried out in accordance with
Environmental Action Plans that are approved
annually.
Water consumption has been on the downside
trend since 2012 due to reduced losses as a result
of measures aimed at the timely maintenance and
repair of the water supply systems in MES and
PMES branches. Wastewater discharges have been
decreasing every year as a result of these measures.
The reduction of waste volumes in 2014–2015
was related to the reduced volume of repair
and maintenance at industrial facilities of MES
South, MES North-West and MES Western Siberia.
mitigating adverse environmental
impacts By using advanced
engineering solutions
137
• In the reporting year, higher-suspension
supports were installed for 220 kV high-voltage
transmission lines Kaluga-Sputnik (MES Centre).
the environmental effect includes the reduced
volumes of de-forestation, lower costs of clearing
electricity transmission line paths, prompt
installation without employing heavy vehicles;
compliance with the requirements to electric and
magnetic fields, radio interferences and acoustic
noises.
• R&D focused on fire protection of transformers
by using the water sprinkling technology.
the Company developed an innovative system
for extinguishing fires at oil transformers and
installed it at SS 220 kV Tula (MES Centre).
Its environmental effect includes a substantial
reduction of water consumption (by 8 to
10 times), reduced fire extinguishing time,
and prevention of possible oil spillage
at the substation
10.4%
↓
water consumption
in 2015 decreased by
9.3%
↓
wastewater discharge
in 2015 decreased by
11.7%
↓
the volume of waste disposed
in landfills decreased by
The blueprint standards were sent for review to the
structural units of Federal Company’s Executive
office, JSC R&D Centre of FGC UES, Technical
Supervision Centre, leading Russian R&D think
tanks, design institutes and non-governmental
environmental protection organisations.
▶ Water Consumption and Wastewater Discharge,
thousand cubic meters
1,743
1,844
1,390
1,317
1,283 1,262
1,160
1,090
1,040
992
2011
2012
2013
2014
2015
Water consumption
Wastewater discharge
EnvironmEntal ProtEction natural capital ▶ Gross air pollutant emissions, tonnes
▶ Federal Grid Company’s Current environmental protection Costs, RuB million
ENVIRONMENtAL IMPACt
MANAGEMENt SYStEM
The volume of waste disposed in landfills also
decreased, which indicates the reduction of adverse
environmental impacts.
In 2015, the Company transferred 5,160
trichlorodiphenyl-containing condensers weighing
272.5 tonnes to licensed organisations for
detoxification / deployment. The cost of this work
(net of investment costs) amounted to RUB8,812.82
thousand (net of VAT).
Gross air pollutant emission slightly increases every
year owing to the extended inventory of sources of
emissions and setting parameters for new stationery
sources. In 2015, 113 new draft standards for
maximum permissible emissions were developed for
Federal Grid Company’s branches.
221
184
163
115
90
2011
2012
2013
2014
2015
138
The above-limit payments for negative environment
impact increased slightly in 2015 due to the need
to pay for wastewater disposal onto local terrain
at a rate which is 25 times about the standard rate
because there is no procedure for issuing permits for
such disposals (MES East, MES Ural, MES South and
MES North-West).
Gross air pollutant emission slightly increases
every year owing to the extended inventory of
sources of emissions and setting parameters for
new stationery sources. In 2015, 113 new draft
standards for maximum permissible emissions
were developed for Federal Grid Company’s
branches.
▶ Federal Grid Company’s payments for Adverse environmental Impacts, RuB million
6.62
7.12
7.54
2.89
4.23
4.07
2.55
6.82
6.52
2.77
2.55
4.77
4.27
2.58
3.94
2011
2012
2013
2014
2015
Within limit values
Above limit values
152.40
13.68
6.01
12.75
54.67
65.29
98.82
1.55
4.23
11.33
37.20
44.51
139
47.47
60.33
3.83
1.56
20.30
21.78
73.06
2.98
3.19
4.76
20.55
41.58
3.92
4.26
16.51
35.64
2011
2012
2013
2014
2015
For protection of land resources (including industrial and consumer waste treatment)
For protection of water bodies
For air protection
For EMS implementation
Other costs
environmental protection:
main tasKs for 2016
• to approve the Procedure for Managing
trichlorodiphenyl-Containing Equipment and set
uniform Company-wide requirements for all stages
of using trichlorodiphenyl-containing equipment
• To organise the transition of the Company’s
environmental management system to the new
version of ISo 14001:2015
• to approve corporate environmental safety
standards for all stages of lifecycle of electric grid
facilities
• To confirm the consistency of the Company’s
environmental management system with the
requirements of ISo 14001:2004 (pass the
supervisory audit successfully)
• To implement measures toward bird safety of
electric grid facilities and prevention of facility
outages caused by birds’ activity (in co-operation
with ornithologists)
EnvironmEntal ProtEction natural capital 4
OPENNESS
CORPORATE GOVERNANCE
REPORT
Corporate Governance Principles
of Federal Grid Company
Accountability
The Board of Directors is accountable to all shareholders, and the
Company executive bodies are accountable to the General Meeting of
Shareholders and the Board of Directors
Transparency
Timely and accurate disclosure of all material information on
the Company, and ensuring free access to the information for all
stakeholders
Responsibility
Recognising the legal rights of all stakeholders for the purpose of the
Company growth and financial stability
Fairness
Creating conditions for protecting shareholder rights and legitimate
interests and treating all shareholders equally
Professionalism and openness in governance provide a sound
basis for the successful delivery of strategy, increasing the
investment attractiveness and market capitalisation of our
Company.
GOVERNANCE
SYStEM
CORPORAtE GOVERNANCE
StRUCtURE
Effective Implementation of Corporate
Governance Principles
Corporate Governance Scheme
Minority shareholders
19.28% of voting shares
election
opinions
GeneRAl MeetInG
oF SHAReHolDeRS
Rosimuschestvo
0.59% of voting shares
Shareholder
Agreement*
PJSC Russian grids
80.13% of voting shares
election
opinions
External
Independent
Auditor
142
Audit
Commission
n
o
i
t
c
e
e
l
d
n
a
s
t
r
o
p
e
r
s
n
o
i
t
a
d
n
e
m
m
o
c
e
r
election
reports and
recommendations
Board Committees
• Audit
• HR and Remuneration
• Strategy
• Investment
opinions
o
t
g
n
i
t
u
b
i
r
t
n
o
c
e
v
i
t
c
e
f
f
e
e
h
t
k
r
o
w
t
n
e
m
t
n
o
p
p
a
i
Corporate
Secretary
i
s
n
o
n
p
o
i
BOARD OF DIRECTORS
approval
of the Head
f
o
s
r
e
b
m
e
m
f
o
n
o
i
t
c
e
E
l
d
r
a
o
B
t
n
e
m
e
g
a
n
a
M
e
h
t
f
o
e
r
e
h
t
i
t
h
g
s
r
e
v
o
d
n
a
s
t
r
o
p
e
r
reports
e
h
t
f
o
n
o
i
t
c
e
e
l
f
o
n
a
m
r
i
a
h
C
d
r
a
o
B
t
n
e
m
e
g
a
n
a
M
e
h
t
i
s
n
o
n
p
o
i
candidate
approval
and signing of
agreement
ChAIRMAN OF Th E
MANAGEMENT BOARD
i
s
n
o
n
p
o
i
hEAD
Internal Audit
Department
Internal
Control
and Risk
Management
Department
Management Board
appointment
reports and recommendations
* As at 31 December 2015, the Russian Federation represented by the Federal Agency of State Property Management (Rosimuschestvo) owned 0.59%
of shares of Federal Grid Company. In this context, an agreement has been signed between the Company’s major shareholder PJSC ROSSETI and
Rosimuschestvo regarding the managing and voting in Federal Grid Company. The above agreement regulates shareholder relationships with regard
to the implementation of their rights with respect to Federal Grid Company for the purposes set out by the Decree of the RF President No.1567 dated
22 November 2012. The Company’s interaction with the State as a shareholder has a specific procedural character determined by the regulatory
acts of the President and the Government of the Russian Federation. In particular, the State representatives in the Company’s governing bodies are
committed to vote on certain matters as instructed by the Government.
i
s
n
o
n
p
o
i
Striving to meet the highest standards of corporate
governance, our Company is governed by the principles
set out in the Federal Grid’s Corporate Governance
Code, as well as the Russian Corporate Governance
Code, gradually integrates new requirements and
recommendations into its practices and constantly
improves mechanisms for the implementation of the
above principles.
Further details on the Company’s compliance with
the principles and recommendations of the Russian
Corporate Governance Code, as well as on measures
to improve the Federal Grid’s corporate governance
practices are available in section GOVERNANCE AND
DEVELOPMENT/CORPORATE GOVERNANCE of the
Annual Report
Meeting of Shareholders of Federal Grid Company, a
new version of which was approved by the resolution of
the Annual General Meeting on 26 June 2015.
In accordance with the recommendations of the
Russian Corporate Governance Code, the above
Regulations have considerably extended the list of
additional materials that Federal Grid is committed
to provide to its shareholders when preparing to a
general meeting to enable them to make well-founded
decisions. Such materials include, among other things,
positions of the Board of Directors regarding all items
on the meeting agenda, extended information about the
candidates to the governing and control bodies, tables
comparing amendments to be made to the Company’s
Articles of Association and internal documents with the
existing versions.
General Meeting of Shareholders
The General Meeting of Shareholders (GMS) is the
supreme governing body of Federal Grid Company
whose competence is set out by the Federal Law “on
Joint Stock Companies” and the Company’s Articles
of Association and includes, among other things,
such serious matters as approval of annual reports
and annual financial statements, election of an
external auditor, election of members of the Board of
Directors and the Audit Commission and termination
of their powers, payment of dividends.
All materials are disclosed on the Company’s website,
in English and Russian languages, not later than
30 days prior to the date of the general meeting of
shareholders that allows the latter to have full and
timely access to the above materials.
The Federal Grid’s Regulations on the General Meeting
of Shareholders provide clear procedures for holding
the GMS, including an opportunity for shareholders to
ask questions on the agenda items. Shareholders may
put questions directly to members of the governing
and control bodies, the Chief Accountant and the
Company’s Auditors, who are in all cases invited to
attend the meeting.
All matters related to the convening, preparing and
holding a general meeting of shareholders of the
Company are governed by the Regulations on the
Procedure for Preparing and Holding the General
Votes are counted and voting results are summed
up by the Counting commission whose functions are
performed by the independent Registrar. The voting
results are announced at the meeting.
annual general meeting of shareholders
the 2015 Annual General Meeting of Shareholders
of Federal Grid Company was held on 26 June 2015.
In accordance with the AGM agenda, shareholders
resolved on the following:
• To approve the Company’s annual report and annual
financial statements, including the Profit and Loss
Account for 2014
• To pay dividends on common shares for 2014
• To pay remuneration to the members of the Board of
Directors
• To elect members of the Board of Directors and the
Audit Commission
• to approve the external auditor for 2015
• To approve a new version of the Federal Grid’s
Articles of Association
• to approve new versions of the Regulations the
Procedure for Preparing and Holding the General
Meeting of Shareholders, the Regulations on
the Board of Directors, the Regulations on the
Management Board, the Regulations on the Audit
Commission and the Regulations on Payment of
Remuneration to Members of the Audit Commission,
as well as the Regulations on Payment of
Remuneration to Members of the Board of Directors
Minutes of the 2015 AGM are available on our
website www.fsk-ees.ru in section Shareholders
and Investors / Information for Shareholders /
Shareholders Meeting
143
GOVERNANCE
SYStEM
Strategic Leadership
Role of the Board of Directors
The Board of Directors is responsible for strategic
management of the Company and plays a key role in
the Federal Grid’s corporate governance system.
• Business planning
• Procurement
• Approval of material transactions
The main functions of the Board of Directors are as
follows:
• Monitoring of executive performance against key
performance indicators
• To shape the Company’s strategy and monitor its
implementation
• Managing subsidiaries and associates on key
issues and areas of focus
• to ensure the exercise and protection of rights and
legal interests of Federal Grid’s shareholders; to
protect the Company’s assets
• Internal control, risk management and internal audit
Board Composition
144
• To ensure establishing and maintaining sound
internal control and risk management system
• To monitor activities of the executive bodies, to
undertake regular performance evaluation of senior
managers and to establish and maintain effective
incentive schemes and development programmes
for them
• to ensure timely disclosure of full and fair
information on the Company’s operation
• To establish a system for managing subsidiaries
and associates
• To monitor the Company’s corporate governance
practice
The Board of Directors’ full responsibilities are set
out in the Federal Grid’s Articles of Association and
include issues specified by the Federal Law “on
Joint Stock Companies”, as well as a wide range of
additional issues, including in the following areas:
• Finance and investment
In accordance with Clause 16.1 of Article 16 of the
Federal Grid’s Articles of Association, the Board
shall include 11 members. This number of Board
members best fits scope of the Company’s business
and ensures compliance with the following principles
when composing the Board:
• Ensuring a balance within the Board, including
with respect to skills, experience, knowledge and
business qualities of its members
• Election of independent directors to the Board
in the amount not less than one-fifth of the
membership of the Board of Directors, but at least
three
• Members of the Management Board may
not constitute more than 25% of the Board
composition
The company also strives to ensure that the Board
of Directors includes representatives of minority
shareholders to maintain the balance within the
Board in the best interests of all existing shareholders
of the Company.
BoARD oF
DIRECToRS
Membership of the Board of Directors1
members elected by the General Meeting of Shareholders on 26 June 2015
(positions are as of 31 December 2015)
VYACHESLAV
KRAVCHENKO
Non-executive Director
Chairman of the Board
of Directors2
Chairman of the
Investment Committee3
MAXIM
BYSTRoV
Non-executive Director
Deputy Chairman of the
Board of Directors2
Chairman of the Strategy
Committee3
145
Board member since 2012
Born in 1967
In 1995, graduated from Lomonosov Moscow State
University with a degree in Jurisprudence
Experience:
2006–2008 – Director of the Department of Structural
and Investment Policy in Industry and Energy of the
Ministry of Industry of the Russian Federation
2008–2010 – General Director of RN Energo LLC
2010–2012 – General Director of JSC United Energy
Service Company
2012–2013 – Chairman of the Management Board of
Non-profit Partnership Market Council and Chairman
of the Management Board of JSC Trade System
Administrator of the wholesale Energy Market
since 2013 – Deputy Minister of Energy of the
Russian Federation
External appointments:
Member of the Board of Directors of JSC System
operator of Unified Energy System, PJSC Moscow
United Electric Grid Company, PJSC RusHydro,
PJSC IDGC of Siberia, state representative in the
Supervisory Board of Non-Profit Partnership Market
Council
Board member since 2014
Born in 1964
In 1986, graduated from Moscow Civil Engineering
Institute named after V.V.Kuibyshev with a degree
in Hydraulic Engineering of River Installations of
hydroelectric Power Plants; in 1998 – from the
Russian Academy for Foreign trade with a degree in
world Economy
Experience:
2009–2010 – Deputy Director of the Department of
Industry and Infrastructure of the RF Government
2010–2013 – Deputy Plenipotentiary Representative
of the Russian President in North Caucasian Federal
District
since 2013 – Chairman of the Management Board of
JSC trade System Administrator of the wholesale
Energy Market
since 2013 – acting Chairman of the Management
Board, since May 2014 – Chairman of the Management
Board of Non-profit Partnership Market Council
External appointments:
Chairman of the Board of Directors of Management
Company of Mineralnye Vody Airport LLC, member
of the Board of Directors of JSC Northern Caucasus
Resorts, PJSC RusHydro, JSC System Operator of
Unified Energy System
1 Independence criteria are defined in accordance with recommendations of the Russian Corporate Governance Code and the Listing Rules of the
Moscow Exchange.
1 Here and elsewhere, personal information about members of the Federal Grid’s governing and control bodies is disclosed with their consent.
2 Decision of the Board of Directors dated 21 July 2015 (Minutes No. 279 dated 24 July 2015).
3 Decision of the Board of Directors dated 20 August 2015 (Minutes No. 280 dated 24 August 2015).
GOVERNANCE
SYStEM
BoARD oF
DIRECToRS
OLEG
BUDARGIN
Non-executive Director
PAVEL
GRACHEV
Independent Director
Member of the Audit
Committee and HR and
Remuneration Committee1
ANDREY
DEMIN
Non-executive Director
Member of the Strategy
Committee1
BoRIS
KOVALCHUK
Non-executive Director
Board member since 2010
Born in 1960
In 1982, graduated with from Norilsk Industrial
Institute with a honours degree in Industrial and Civil
Engineering; PhD in Economics
First elected to the Board in 2013, reelected in 2015
Born in 1973
Graduated from St Petersburg State University
and University of Trieste (Italy) with a Degree in
Jurisprudence
146
Experience:
2007–2009 – Assistant to the Plenipotentiary
Representative of the Russian President in Siberian
Federal District
2009–2013 – Chairman of the Federal Grid
Company’s Management Board
since 2013 – General Director of PJSC RoSSETI
since 2012 – member of the Presidential Commission
for Strategic Development of Fuel and Energy Sector
and Environmental Security
External appointments:
Chairman of the Board of Directors of PJSC Moscow
United Electric Grid Company and PJSC Federal test
Centre, member of the Board of Directors of PJSC
RoSSETI, Chairman of the Supervisory Board of
Non-Profit Partnership Association of Solar Energy
Enterprises, JSC Russian Regional Development
Bank, and the North-Caucasus Federal University,
member of the Board of Trustees and the Academic
Council of the National Research University «Moscow
Power Engineering Institute» , member of the Russian
Committee, Vice-Chairman, Senior Advisor for
regional development of the world Energy Council,
Vice-Chairman for Ecology of the Interregional
Public organisation “Association of Polar Explorers”,
member of the Board of Trustees of Primorsk opera
and Ballet Theatre and the Mariinsky Theatre
Experience:
From 2002 to 2006 – Managing Partner of the
Russian branch of the law firm Pavia e Ansaldo.
From 2006 to 2011 – Legal Department head,
Managing Director of JSC Nafta Moskva.
1998–2006 – head of the Russian office of the law
firm Pavia e Ansaldo (Italy)
2006–2011 – Legal Department head, Managing
Director of the investment company Nafta Moscow
2011– 2013 – head of the representative office of
Alpina Capital, LL
01.2013–09.2013 – General Director of JSC Far East
and Baikal Region Development Fund
Since 2014 – Senior Executive Director of Polyus
Gold International, President of JSC Polyus, General
Director of JSC Polyus Gold
External appointments:
Member of the Board of Directors of Polyus Gold
International and PJSC Polyus Gold
Board member since 2014
Born in 1974
In 1996, graduated from Zaporozhye State University
with a degree in Applied Mathematics; in 1999,
graduated from Zaporozhian Institute of Economics
and Information technologies with a degree
in Finance
Experience:
2007–2010 – Deputy Chairman of the Management
Board, member of the Management Board of Federal
Grid Company
2010–2012 – Adviser to the General Director on
strategic development of Mezhregionsbyt LLC
2012–2013 – Advisor to the Chairman of the
Management Board of Federal Grid Company
Since 2013 – member of the Management Board of
PJSC Rosseti
2013–2015 – First Deputy General Director for
Economic Affairs and Finance of PJSC Rosseti
External appointments:
Member of the Board of Directors of PJSC Moscow
United Electric Grid Company
Board member since 2012
Born in 1977
In 1999, graduated from St Petersburg University with
a degree in Jurisprudence; in 2010, graduated from
the Institute of Advanced training for Executives and
Experts of Fuel and Energy Sector, and the non-profit
partnership Corporate Educational and Research
Centre of UES
Experience:
2006–2009 – head of the Department of National
Priority Projects of the Russian Government,
Assistant to the First Deputy Prime Minister of the
Russian Federation
since 2009 – Deputy Director General for
Development of State Nuclear Corporation RoSAToM
2009–2010 – Acting Chairman of the Management
Board of JSC INTER RAo
since 2010 – Chairman of the Management Board of
PJSC INtER RAO
External appointments:
Chairman of the Board of Directors of Inter RAo-
WorleyParsons, LLC, CJSC Kambaratinskaya hydro
Power Plant-1, member of the Board of Directors of
PJSC INTER RAo, RIG RESEARCh PTE Ltd, member
of the Supervisory Board of JSC Russian Regional
Development Bank, member of the Management
Board of the Russian Union of Manufacturers and
Entrepreneurs
147
1 Decision of the Board of Directors dated 21 July 2015 (Minutes No. 279 dated 24 July 2015).
1 Decision of the Board of Directors dated 20 August 2015 (Minutes No. 280 dated 24 August 2015).
GOVERNANCE
SYStEM
BoARD oF
DIRECToRS
MIKHAIL
KOLESNIKOV
Independent Director
(at the time of election)
Member of the Audit
Committee and HR and
Remuneration Committee1
SERGEY
MIRONOSEtSKY
Independent Director
Chairman of the Audit
Committee and HR and
Remuneration Committee1,
member of the Investment
Committee2
ANDREY
MUROV
Executive Director
SERGEY
SHMAtKO
Non-executive Director
148
Board member since 2015
Born in 1960
In 1982, graduated from Novosibirsk Electrotechnical
Institute with an honours degree in Electrical
Engineering, in 1993 graduated from the All-Union
Foreign trade Academy with a degree in International
Economic Relations, and from the MBA higher School
of Paris Chamber of Commerce and Industry with
a degree in Business Management
Experience:
Since 2009 – General Director of oldam LLc
Since 2009 – Vice-President for Fuel and Energy
Complex of the All-Russian Public organisation of SME
OPORA ROSSII
External appointments:
Member of the Board of Directors of JSC Yantarenergo
Board member since 2014
Born in 1965
In 1989, graduated from Novosibirsk State University
with a degree in Economic Cybernetics
Experience:
2005–2011 – Deputy General Director, member of
the Management Board of JSC Siberian Coal Energy
Company (SUEK)
2009–2013 – General Director, member of the
Management Board of Management Company
Siberian Generating Company, LLC (since
07.09.2011 – Siberian Generating Company, LLC)
External appointments:
Member of the Board of Directors of Siberian
Generation Company, LLC
Board member since 2013
Born in 1970
In 1993, graduated from St Petersburg State
University with a degree in Jurisprudence; in 1998,
took a special retraining course in Financial
Management at the Inter-disciplinary Institute of
Advanced Training and Retraining for Executives.
In 2009, graduated from the State University of Civil
Aviation with a degree in Freight Regulation and Air
Transport Management. PhD in Economics
Experience:
2007–2012 – General Director of JSC Pulkovo Airport
2012–2013 – Deputy General Director, Acting
General Director, Executive Director, member of the
Management Board of JSC holding of the Inter-
regional Distribution Grid Companies (since 04.04.
2013 – JSC RoSSETI)
since 2013 – Chairman of the Management Board of
Federal Grid Company
External appointments:
Member of the Board of Directors of PJSC RoSSETI,
PJSC Inter RAo, JSC System operator of Unified
Energy System, Chairman of Non-Profit Partnership
“Russian National Committee of CIGRE”
Board member since 2008
Born in 1966
In 1992, graduated from the Faculty of Political
Economy of the Ural State University; in 1992, studied
Economy at Marburg University in the FRG. In 2004,
completed Advanced Academic Courses in Defence
and Security of the Russian Federation of the Military
Academy of the General Staff of Armed Forces of the
Russian Federation. PhD in Technical Sciences
Experience:
from 06.2008 to 05.2012 – Minister of Energy of the
Russian Federation
since 2012 – member of the Presidential Commission
for Strategic Development of the Fuel and Energy
Sector and Environmental Security of the Russian
Federation
since 2013 – Special Representative of the
President of the Russian Federation on International
Cooperation in the Electric Power Industry of the
Executive office of the RF President
External appointments:
Member of the Board of Directors of PJSC Rosseti,
Memberof the Supervisory Board of Non-Profit
Partnership Scientific and Technological Council of
Unified Energy System
149
1 Decision of the Board of Directors dated 21 July 2015 (Minutes No. 279 dated 24 July 2015).
2 Decision of the Board of Directors dated 20 August 2015 (Minutes No. 280 dated 24 August 2015).
GOVERNANCE
SYStEM
BoARD oF
DIRECToRS
Board member since 2013
Born in 1951
In 1973, graduated from Novocherkassk Polytechnic Institute. PhD in Technical
Sciences In 2007, passed a postgraduate training programme in the North-
Caucasus State technical Universty
Experience:
From 2009 to 2015 – First Deputy of General Director of JSC System operator of
Unified Energy System
since 2015 – Chairman of the Management Board – General Director of PJSC
RusHydro
External appointments:
Memberof the Supervisory Board of Non-Profit Partnership Scientific and
Technological Council of Unified Energy System
NIKOLAY
SHULGINOV
Non-executive Director
Member of the Strategy
Committee1
150
As at 31 December 2015, no member of the Federal Grid’s Board of Directors hold ordinary shares
of Federal Grid Company, except Oleg Budargin whose share in the Company’s ordinary stock was
0.0006403563%.
In 2015, there were no dealings in the Company’s shares by the Board members.
▶ Membership of the Board of Directors acting from 27 June 2014 to 26 June 2015
(positions are as of the election date)
1. oleg Budargin
Board Chairman,
Non-executive Director
General Director of JSC RoSSETI
2. Vyacheslav Kravchenko Deputy Chairman,
Deputy Minister of Energy of the Russian Federation
3. Maxim Bystrov
Non-executive Director
Non-executive Director
4. Andrey Demin
Non-executive Director
Chairman of the Management Board of Non-profit Partnership
Market Council
First Deputy General Director for Economic Affairs and
Finance, member of the Management Board of JSC RoSSETI
5. Boris Kovalchuk
Non-executive Director
Chairman of the Management Board of JSC INTER RAo
6. Sergey Mironosetsky
Non-executive Director
Member of the Board of Directors of Siberian Generating
Company, LLC
7. Andrey Murov
Executive Director
Chairman of the Management Board of Federal Grid Company
8. Georgy Nosadze
Non-executive Director
9. Denis Fedorov
Non-executive Director
10. Sergey Shmatko
Non-executive Director
Assistant of the Expert Directorate of the Executive office of
the RF President
General Director of JSC Centerenergoholding General Director
of GazpromEnergoholding LLC,
Special Representative of the President of the Russian
Federation on International Cooperation in the Electric Power
Industry of the Executive office of the RF President
11. Nikolay Shulginov
Non-executive Director
First Deputy Chairman of the Management Board
of JSC SO UES
1 Decision of the Board of Directors dated 20 August 2015 (Minutes No. 280 dated 24 August 2015).
▶ Competencies and industry-specific experience of Federal Grid Board Members
Board member
V. Kravchenko
M. Bystrov
o. Budargin
P. Grachev
A. Demin
B. Kovalchuk
M. Kolesnikov
S. Mironosetsky
A. Murov
S. Shmatko
N. Shulginov
tenure
(number of
years)
Years
within the
energy
industry
Key competencies
Strategy
Finance
and Audit
Energy
Industry
Legal
matters
Corporate
Governance
3
1
5
2
2
3
1
1,5
1,5
2
2
22
13
6
2
17
9
1
16
3
9
40
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
Board of Directors’ Performance
Report on the Company’s Business
Priorities
In the reporting year, the Board of Directors of
Federal Grid Company regularly considered matters
related to the maintenance and development of
UNEG infrastructure, improvement of the Company
management and its long-term development.
To improve the Federal Grid’s corporate governance
system, the Board of Directors approved (Minutes No.
255 dated 16 March 2015) an Action Plan (‘road map’)
on implementing key provisions of the new Russian
Corporate Governance Code. All commitments made
within the ‘road map’ were fully met.
For further details on the results of the ‘road map’
implementation, please, see section GOVERNANCE
AND DEVELOPMENT / CORPORATE GOVERNANCE of
the Annual Report
In 2015, special attention was given by the Board
to issues related to the Company’s joining the
Anti-Corruption Charter of the Russian Business the
result of which was the approval of new version of
the Federal Grid’s Anti-corruption policy.
Within the Board’s role and responsibilities, drafts
of the Federal Grid’s investment programme
for 2016–2020 were considered, as well as its
adjustments for 2015–2019.
to reduce uncertainty with respect to the
achievement of the Company’s objectives and to
ensure an independent review of the effectiveness
of the internal control system and corporate
governance practice, the Regulations on Risk
Management System and Regulations on Internal
Audit were approved in 2015.
151
GOVERNANCE
SYStEM
BoARD oF
DIRECToRS
role of the Board in implementing the company’s strategy
▶ Structure of issues considered by the Board of Directors in 2015
When implementing its key responsibilities – to
develop the Company’s strategy and monitor its
implementation – the Board considered in 2015 a
number of issues related to the improvement of the
Company management’s efficiency, and maintaining
its financial stability, including:
• the results of the comparative analysis of key
performance indicators of the UNEG management
organisation with indicators of major foreign electric
grid companies
• Cost estimation of construction projects of the
Federal Grid’s investment programme for 2015–2019
• Business analysis of Federal Grid Company and high
priority measures to ensure its financial stability in
2015
In accordance with the directives of the RF
Government (No. 2303p-P13 dated 16 April 2015
and No. 2007p-P13 dated 16 April 2015) , the Board
considered and instructed the Management Board
on the following issues:
• on reducing operating expenses (costs) by at
least 2–3%
• on submitting reports on implementing long-term
development programmes and achieving the KPI
targets
The Board of Directors also considered a Report
on implementing the Federal Grid’s Long-Term
Development Programme, including the results
of the independent audit of its implementation
(Minutes No. 295 dated 01 December 2015).
152
For more details on the Company performance within
its business priorities see section PERFORMANCE of
the annual report
59
meetings were held by
the Board of Directors
in 2015,
of which
10
in the form of joint
presence
751
Issues were
considered
63
Instructions were
given to the man-
agement
49
Business Planning
21%
1%
3%
8%
7%
2
8
18
15
36
Corporate Social Responsibility
and Sustainable Development
Investment Policy
Updating of internal documents
Implementation of the "road map" for improving
the corporate governance
Defining position of the Federal Grid’s representatives
in the governing bodies of subsidiaries and affiliates
16%
102
Other matters reserved for the Board
44%
▶ Attendance of Board members at Board meetings and Committee meetings during 2015
Board of
Directors
Investment
Committee
Strategy
Committee
HR and Remuneration
Committee
Audit
Committee
153
Board members during the year 2015
o. Budargin
M. Bystrov
A. Demin
B. Kovalchuk
V. Kravchenko.
S. Mironosetsky
A. Murov
S. Shmatko
N. Shulginov
43*/59
57/59
73%
97%
59/59
100%
45/59
55/59
52/59
51*/59
51/59
56/59
76%
94%
88%
86%
86%
95%
Board members until 26 June 2015
G. Nozadze
30/31
98%
D. Fedorov
29/31
96%
Board members since 26 June 2015
P. Grachev
28/28
100%
M. Kolesnikov
28/28
100%
–
–
–
–
61%
80%
–
–
86%
–
86%
–
–
–
100%
67%
–
–
–
–
–
78%
–
–
–
–
–
–
–
–
–
100%
–
–
–
–
–
100%
100%
–
–
80%
–
100%
–
–
–
–
100%
100%
100%
* Meetings were not taken into account, where only related-party transactions were considered, as the Board member is a related party and does not
participate in voting.
GOVERNANCE
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new Board memBer induction policy
Directors’ Liability Insurance
the Company is committed to provide all
opportunities for Board members to receive all
information they need to perform their duties,
especially for newly-elected Board members. For
this purpose, presentations with the Management
Board are held, among other things. In the reporting
year, such a meeting was held on 29 September
2015. During the meeting, the Board members were
provided with information on the Federal Grid’s
strategy, corporate governance system, internal
control and risk management system, the division
of responsibilities between the executive bodies and
other material information about the Company.
In 2015, the Company maintained Directors’ liability
insurance based on the AGM resolution of 27 June
2014.
The Company concluded the D&o liability insurance
contract aimed at reducing risk of adverse effect from
actions/decisions made by the Company directors and
officers.
the insurer was determined through open competitive
procurement, and terms and conditions of the
insurance contract, including the volume of insurance
cover, was in line with the best practices in this area.
154
Dealing with Conflicts of Interest of
Board Members
the Company has developed and implements a
comprehensive system for dealing with conflicts of
interest of Board members that provides reasonable
assurance that any conflict will be resolved at an
early stage and the Federal Grid’s interests will not be
infringed.
The Company’s internal documents define a ‘conflict
of interest’ of a Board member and set forth his/her
obligations:
• To declare his/her affiliation
• To report a conflict of interest or likelihood of
conflict and its cause, including interests in
transactions
• to refrain from actions that will or may lead to
a conflict between his/her interests and the
Company’s interests
• To refrain from voting on matters in which he/she
has a conflict of interest
• To report on his/her holding of the Company
securities and transactions therewith
Board Performance Evaluation
In accordance with the ‘road map’ on implementing key
provisions of the Russian Corporate Governance Code,
as well as amendments made into the Company’s
internal documents in 2015, Federal Grid has planned
an annual evaluation of the Board performance with
the assistance of independent consultants.
At the beginning of 2016, an independent organisation
JSC VTB Registrar, engaged through competitive
procurement procedures, conducted the Board
performance evaluation for 2015. It included
evaluation of the Board performance and that of its
committees and individual directors.
The evaluation was conducted by questioning
members of the Board and its committees, members
of the Federal Grid’s Management Board, as well
as interviewing some Board members, Committee
members and the Corporate Secretary.
In addition, experts performed a review of the internal
and administrative documents of Federal Grid
Company that regulate relevant issues.
Experts developed recommendations on further
improving work of the Board of Directors, including
identification of the Board and committee priorities
for the year, holding an offsite meeting of the Board
(within the facilities of Federal Grid Group), as well as
other recommendations.
4.7
scores out of 5
5
scores out of 5
quantitative evaluation of the
Board as a governing body
Quantitative evaluation of
the Board Chairman
87%
Board meeting attendance
coefficient
86%
in-person meeting attendance
coefficient
According to the matters reserved for the HR and
Remuneration Committee, results of the evaluation
are submitted for consideration to the Board of
Directors with the preliminary consideration by the
Committee. Results of the evaluation for 2015 were
considered at the Board meeting on 20 April 2016
(Minutes No. 26 dated 20 April 2016).
Board Committees
In order to improve performance of the Federal
Grid’s Board of Directors and to provide in-depth
consideration of matters within its competence,
special-purpose advisory bodies within the Board of
Directors – Board Committees have been established
and are working actively.
the key role of each Committee is to provide
preliminary consideration of the most important
matters which are reserved for the Board, and to
develop recommendations, which the Board follows
when making decisions on relevant matters.
when expert advice is necessary on issues
requiring specialised knowledge, the Committees
are entitled to involve outside experts within the
limits of Committee budgets approved by the
Board.
Federal Grid’s Board of Directors has four
permanent committees: for Audit, hR and
Remuneration, Strategy, and Investment.
The work of each Committee is regulated by the
corresponding Regulations approved by the Board
of Directors that include, among other things,
the procedure for creation, composition, working
arrangements, rights and obligations of Committee
members.
In 2015, the Board of Directors approved
new versions of the Regulations for each
Committee updating them in accordance with
the recommendations of the Russian Corporate
Governance Code.
155
GOVERNANCE
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Audit Committee Report
Role and Responsibilities
The role of the Audit Committee is to assist the Board
of Directors in providing oversight of the Company’s
financial and business operations.
The Committee:
• Monitors the completeness, accuracy, and reliability
of the Company’s accounting (financial) statements
• Monitors the robustness and effectiveness of the
risk management and internal control system and
the corporate governance system, including the
review of their effectiveness and drafting proposals
on their improvement
• Ensures the independence and objectivity of the
Company’s internal audit function
• Reviews the external auditor’s independence,
objectivity and absence of conflict of interest,
evaluates candidates for the Company’s external
auditors and makes recommendations to the Board
of Directors regarding the appointment of external
auditors and their fees, reviews audit quality and
quality of the auditor’s opinion
• Reviews the efficiency of a system of reporting on
potential fraud and other irregularities on the part of
any of the Company’s employees and third parties,
as well as other violations in the Company
The Committee’s activities are governed by the
Regulations on Audit Committee of the Board of
Directors of Federal Grid Company, a revised version
of which was approved by the Board of Directors
on 16 November 2015 (Minutes No. 291 dated
19 November 2015).
Activities in 2015
The Committee held 10 meetings (8 in absentia and 2
in person).
In accordance with the work plan approved
(Minutes No. 35 dated 08 April 2015), the Committee
considered, among others, the following issues:
Subject
Matters considered and decisions (recommendations) made
Accounting (financial) statements
• Review of the Federal Grid’s RAS financial statements for 2014 and
recommendations to the Board of Directors with respect to the preliminary
approval thereof (Minutes No. 37 dated 15 May 2015)
• Review of results of the external auditor’s analysis of the Company’s accounting
policies (Minutes No.37 dated 15 May 2015)
• Recommendations to the Board of Directors with respect to the preliminary
approval of the Company’s Annual Report 2014 (Minutes No. 37 dated 15 May
2015)
• Review of the Federal Grid’s IFRS financial statements for 2014 and the auditor’s
report thereon (Minutes No. 38 dated 03 June 2015)
Risk Management, Internal Control
and Corporate Governance
• Regular review of reports of the Internal Control and Risk Management Department
(Minutes No. 35 dated 08 April 2015 and No. 38 dated 03 June 2015)
156
▶ Membership
Elected by the Board of Directors on 27 August 2014
(Minutes No. 226 dated 29 August 2014)
Elected by the Board of Directors on 21 July 2015
(Minutes No. 279 dated 24 July 2015)
External Audit
1. Sergey Mironosetsky, Chairman, Non-executive Director*
2. Denis Fedorov, Non-executive Director
3. Boris Kovalchuk, Non-executive Director
1. Sergey Mironosetsky, Chairman, Independent Director *
2. Pavel Grachev, Independent Director
3. Mikhael Kolesnikov, Non-executive director*
* Has expertise in preparing, analysing, evaluating, and auditing accounting (financial) statements.
• Review of the Report on key risks for 2014 and the Auditor’s Report on the Federal
Grid’s Internal Control System Effectiveness for 2014 and recommendations to
the Board of Directors with respect to the approval thereof (Minutes No. 35 dated
08 April 2015)
• Review of the Regulations on the Federal Grid’s Risk Management System and
the Report on key operational risks for 1h 2015 (Minutes No. 42 dated 20 october
2015)
• Recommendations to the Board of Directors and the General Meeting of
Shareholders with respect to candidates for RAS and IFRS auditor for 2015
(Minutes No. 37 dated 15 May 2015)
• Assessment of the external auditor’s performance (Minutes No. 37 dated 15 May
2015)
• Recommendations to the Board of Directors regarding the external auditor’s fee
(Minutes No. 39 dated 25 June 2015)
157
Internal Audit
• Approval of the internal audit work plan for 2015 (Minutes No. 35 dated 08 April
2015)
• Review of the Regulations on Internal Audit of Federal Grid Company and
recommendations to the Board with respect to the approval thereof (Minutes No.
40 dated 21 September 2015)
• Regular review of reports of the Internal Audit Department (Minutes No. 40 dated
21 September 2015 and No. 43 dated 02 December 2015)
• Approval of a Programme for assessing and improving quality of the internal audit
function (Minutes No. 40 dated 21 September 2015)
• Approval of the Federal Grid’s Internal Audit Guidelines (Minutes No. 43 dated
02 December 2015)
• Recommendations to the Board of Directors with respect to the approval of the
2016 work plan and budget for the Internal Audit Department (Minutes No. 43
dated 01 December 2015 and No. 44 dated 14 December 2015)
• Review of a Standard for assessing the effectiveness of the Federal Grid’s internal
control and risk management system (Minutes No. 44 dated 14 December 2015)
• Review of the report on orginising a system for monitoring and control of financial
stability of Federal Grid’s counterparties followed by appropriate instructions to
the Company’s management (Minutes No. 43 dated 02 December 2015)
• Recommendations to the Board of Directors with respect to the approval of the
Business Plan Progress Reports for 2014 and 1Q 2015 (Minutes No. 36 dated
16 April 2015 and No. 38 dated 03 June 2015)
Dealing with fraud and other
irregularities on the part of the
Federal Grid employees and third
parties
Other matters
GOVERNANCE
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hR and Remuneration Committee
Report
Role and Responsibilities
• Approving terms and conditions of agreements
concluded with the Chairman and members of the
Management Board, determining their remuneration
and compensation
the role of the HR and Remuneration Committee
is to assist the Board of Directors in establishing
efficient and transparent remuneration practices and
developing hR and succession policies.
• Appointing a Corporate Secretary of Federal Grid,
determining his/her additional remuneration,
preliminary evaluation of his/her performance for
the year
The key responsibilities of the hR and Remuneration
Committee include preliminary consideration, review
and making recommendations to the Federal Grid’s
Board of Director on the following matters:
• Annual evaluation of the Board performance and
that of its committees and individual directors
• Approving an organisational structure of the
Company’s Executive office and candidates for
senior executive positions
• Reviewing the Company’s remuneration policies
for the Board of Directors and executive bodies,
including the approval of KPI target values
The Committee’s activities are governed by the
Regulations on HR and Remuneration Committee
of the Board of Directors of Federal Grid Company,
a revised version of which was approved by the Board
of Directors on 30 September 2015 (Minutes No. 285
dated 02 october 2015).
158
▶ Membership
Elected by the Board of Directors on 27 August 2014
(Minutes No. 226 dated 29 August 2014)
Elected by the Board of Directors on 21 July 2015
(Minutes No. 279 dated 24 July 2015)
1. Sergey Mironosetsky, Chairman, Non-executive Director
1. Sergey Mironosetsky, Chairman, Independent Director
2. Maxim Bystrov, Non-executive Director
2. Pavel Grachev, Independent Director
3. Denis Fedorov, Non-executive Director
3. Mikhael Kolesnikov, Non-executive Director
Activities in 2015
The Committee held 4 meeting (3 in absentia and 1 in
person), and considered, among others, the following
matters:
• Review of the organisational structure of
the Federal Grid’s Executive office and
recommendations to the Board of Directors with
respect to its approval (Minutes No. 22 dated
21 September 2015)
• Review of KPIs for senior management progress
reports for 2Q and 3Q 2015 and recommendations to
the Board of Directors with respect to the approval
thereof (Minutes No. 23 dated 16 November 2015
and No. 24 dated 30 November 2015 )
• Recommendations to the Board of Directors with
respect to the approval of the Methodology for
Calculation and Evaluation of Key Performance
Indicators for Federal Grid’s Senior Management
(Minutes No. 24 dated 30 November 2015)
• Recommendations to the Board of Directors with
respect to the inclusion of target values for oPEX
Reduction Indicator into the list of key performance
indicators for the Company’s management that
must be considered when making compensation
decisions and personnel decisions, as well as
of aligning the remuneration payable to the
Company’s management to the achievement of
‘oPEX Reduction’ Indicator targets (Minutes No.
25dated 18 December 2015)
Strategy Committee Report
Role and Responsibilities
the role of the Strategy Committee is to assist
the Board of Directors in improving the Company’s
performance efficiency in the long term.
The Strategy Committee is responsible for preliminary
consideration, review and making recommendations
to the Federal Grid’s Board of Director on the
following matters:
• the Company long-term performance evaluation
• Approving the Federal Grid’s long-term development
programme, amendments thereto and reviewing its
progress reports
• Setting out strategic objectives, monitoring the
delivery of the Company’s strategy, adjusting the
exiting development strategy
• Determining the Company’s business priorities
• Drafting recommendations on the Company’s
dividend policy
• Approving the Company’s business plan (adjusted
business plan)
The Committee’s activities are governed by the
Regulations on Strategy Committee of the Board of
Directors of Federal Grid Company, a revised version
of which was approved by the Board of Directors on
20 August 2015 (Minutes No. 280 dated 24 August
2015).
▶ Membership
Elected by the Board of Directors on 27 August 2014
(Minutes No. 226 dated 29 August 2014)
Elected by the Board of Directors on 20 August 2015
(Minutes No. 280 dated 24 August 2015)
159
1. Andrey Demin, Chairman, Non-Executive Director
1. Maxim Bystrov, Chairman, Non-executive Director
2. Georgy Nozadze, Non-Executive Director
2. Andrey Demin, Non-executive Director
3. Nikolay Shulginov, Non-Executive Director
3. Nikolay Shulginov, Non-executive Director
4. Stanislav Ananiev, First Deputy Chairman of the
4. Alexander Borisov, General Director of SIP-energo, LLC
Management Board of JSC ATS
5. Sergey Zhuravlev, Vice-President for government
5. oleg Isaev, General Director of JSC IDGC of Centre
relations of JSC Polus
6. Andrey Kazachenkov, First Deputy Chairman of the
6. Evgeny Miroshnichnko, Director of Strategic
Management Board of JSC FGC UES
7. Sergey Lebedev, Director of Strategic Development
Department of JSC RoSSETI
8. Valentin Mezhevitch, Deputy General Director for
Strategic Communications of JSC ROSSEtI
9. Evgeny Miroshnichnko, Director of Strategic
Development of the Strategy and Investment Block of
JSC INtER RAO UES
10. Alexey Molskiy, Deputy Chairman of the Management
Board of JSC FGC UES
11. Evgueny olkhovitch, Deputy Director of the Department
of State Regulation of tariffs, Infrastructure Reforms
and Energy Efficiency of the RF Ministry of Economic
Development and Trade
12. Alexander Rogov, head of the Energy Sector
Development Department at the Energy Sector and
Energy Marketing Development Division of JSC Gazprom
13. Petr Sinyutin, General Director of JSC MoESK
14. Pavel Snikkars, Director of the Department of the Electric
Energy Industry Development of the Russian Ministry of
Energy
15. Pavel Shpilevoy, Director for Strategic Development of
JSC FGC UES
Development of the Strategy and Investment Block of
PJSC INtER RAO
7. Evgueny olkhovitch, Deputy Director of the Department
of State Regulation of tariffs, Infrastructure Reforms
and Energy Efficiency of the RF Ministry of Economic
Development and Trade
8. Maxim Rusakov, member of the Managemen Board, head
of the Department for Competitive Pricing of Non-profit
Partnership “Market Council”
9. Pavel Snikkars, Director of the Department of the Electric
Energy Industry Development of the Russian Ministry of
Energy
10. Andrey Kharin, Deputy Director of the Department for
Corporate Governance, Pricing Environment and Auditing
in Fuel and Energy Industries of the Russian Ministry of
Energy
11. Pavel Shpilevoy, Director for Strategic Development –
head of the Strategic Development Department of PJSC
FGC UES
GOVERNANCE
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160
Activities in 2015
The Committee held 8 meetings (5 in person and
3 in absentia) and considered, among others, the
following matters:
• Review of the Business Plan Progress Report for
1h 2015 and recommendations to the Board of
Directors with respect to its approval (Minutes
No. 22 dated 24 September 2015)
• Approval of adjustments to the Federal Grid’s Long-
Term Development Programme for 2015–2019 and
Prospects through 2030, and of a revised version of
the above Programme (Minutes от 06.11.205 No. 24)
• Review of the Regulations on Quality Control
System and recommendations to the Board of
Directors with respect to its approval (Minutes
No. 26 dated 13 November 2015)
• Review of the Federal Grid’s Business Plan for
2017–2020 and recommendations to the Board
of Directors with respect to the approval thereof
(Minutes No. 25dated 09 November 2015 and
No. 27 dated 26 November 2015)
• Review of the Procedures for improving the
investment and operating efficiency and reducing
costs (Minutes No. 25 dated 09 November 2015
and No. 27 dated 26 November 2015)
• Review of the Report on the results of comparative
analysis of key performance indicators of the
UNEG management organisation with such
of major foreign electric grid companies and
recommendations to the Board of Directors with
respect to the approval thereof (Minutes No. 27
dated 26 November 2015)
• Recommendations to the Board of Directors with
respect to amending the Federal Grid’s Business
Planning Standards (Minutes No. 29 dated
18 December 2015)
Investment Committee Report
Roles and Responsibilities
the role of the Investment Committee is to assist the
Board of Directors in improving and developing the
Company’s investment policy.
The key responsibilities of the Investment Committee
include preliminary consideration, review and making
recommendations to the Federal Grid’s Board of
Director on the following matters:
• Approving the Federal Grid’s investment
programme, including its adjustments, and
reviewing its progress reports
• Reviewing internal documents related to investing
activities, including standards for technological and
price audit of investment projects
• Reviewing progress of certain investment projects
of the Company
• Approving the Federal Grid’s innovative
development programme, including R&D
programme, and reviewing progress reports on its
implementation
• Determining the Company’s procurement policy
• Reviewing schemes and development programmes
of the UES of Russia
• Considering issues related to the technological
connection to electric grids
The Committee’s activities are governed by the
Regulations on Investment Committee of the Board of
Directors of Federal Grid Company, a revised version
of which was approved by the Board of Directors on
20 August 2015 (Minutes No. 280 dated 24 August
2015).
▶ Membership
Elected by the Board of Directors on 27 August 2014
(Minutes No. 226 dated 29 August 2014)*
Elected by the Board of Directors on 20 August 2015
(Minutes No. 280 dated 24 August 2015)
1. Nikolay Shulginov, Chairman, Non-Executive Director
1. Vyacheslav Kravchenko, Committee Chairman, Board
Chairman
2. Sergey Mironosetsky, Independent Director
3. Svetlana Balaeva, Deputy General Director for
Investments of PJSC ROSSEtI
4. Alexander Vikhansky, Director for Natural Monopolies
Relations of JSC Polus
5. Valery Goncharov, First Deputy Chairman, member of the
Management Board of PJSC FGC UES
6. Alexander Ilienko, member of the Management Board,
Director for UES Development of JSC So UES
7. Vasily Кisilev, Chairman of the Consumer Council of the
Government Commission for Electricity Industry
8. Ilnar Mirsiyapov, member of the Management Board,
Head of the Strategy and Investment Unit of PJSC INtER
RAO
9. Evgueny olkhovitch, Deputy Director of the Department
of State Regulation of tariffs, Infrastructure Reforms
and Energy Efficiency of the RF Ministry of Economic
Development and Trade
10. Ivan Selivakhin, Financial Director of Non-Profit
Partnership «Market Council
11. Pavel Snikkars, Director of the Department of the Electric
Energy Industry Development of the Russian Ministry of
Energy
12. Victor Yavorsky, General Director of Tori- Audit, LLC
161
2. Sergey Mironosetsky, Non-Executive Director
3. Denis Fedorov, Non-Executive Director
4. Svetlana Balaeva, Deputy General Director for
Investments of JSC ROSSEtI
5. Dan Belenkiy, First Deputy General Director for
Investment Activity of JSC ROSSEtI
6. Vladimir Vashkevitch, Deputy General Director for Grid
Development and Services of the Federal Grid branch
MES North-west
7. Valery Goncharov, Deputy Chairman, member of the
Management Board of JSC FGC UES
8. Konstantin Zavizenov, Deputy Director of the Department
of the Electric Energy Industry Development of the
Russian Ministry of Energy
9. Michael Kolesnikov, member of the Presidium of the
Management Board of oPoRA RoSSII
10. Vitaliy Korolev, head of Electric Energy Industry
Supervision Department of the Federal Antimonopoly
Service of Russia
11. Viktor Lebedev, Assistant to the Deputy Chairman of the
Government of the RF Arkadiy Dvorkovitch
12. Khasan Likhov, Deputy General Director for special
projects of JSC RoSSETI
13. Leonid Mazo, member of the Management Board of
JSC FGC UES
14. Ilnar Mirsiyapov, member of the Management Board,
Head of the Strategy and Investment Unit of JSC INtER
RAO UES
15. Evgueny olkhovitch, Deputy Director of the Department
of State Regulation of tariffs, Infrastructure Reforms
and Energy Efficiency of the RF Ministry of Economic
Development and Trade
16. Alexander Rogov, head of the Energy Sector
Development Department at the Energy Sector and
Energy Marketing Development Division of JSC Gazprom
17. Ivan Selivakhin, Adviser to the Chairman of the
Management Board of Non-Profit Partnership «Market
Council»
* On 12 January 2014, the Board of Directors decided to terminate the Investment Committee member Viktor Lebedev and to reduce the number
of Committee members to 16 persons (Minutes No. 240 dated 15 January 2014). In January 2015, Leonid Mazo resigned, and the Committee
membership reduced to 15 persons.
GOVERNANCE
SYStEM
BoARD oF
DIRECToRS
Activities in 2015
The Committee held 9 meetings (6 in person and
3 in absentia), and considered, among others, the
following matters:
• Review of the Report on the results of on-site
audits of the RF Ministry of Energy of the progress
of the Federal Grid’s investment projects and
recommendations to the Board of Directors with
respect of its approval (Minutes No. 43 dated
18 February 2015), and review of management
reports on implementing the corrective action plan
(Minutes No. 47 dated 22 April 2015)
• Review of draft adjustments to the Federal
Grid’s investment programme for 2015–2019
(Minutes No. 44 dated 03 March 2015), and a draft
investment programme for 2016–2020 (Minutes
No. 45 dated 17 March 2015)
162
• Review of the results of estimation of the planned
construction cost for projects within the Federal
Grid’s investment programme for 2015–2019
(Minutes No. 44 dated 03 March 2015)
• Review of the annual report on the technological
and price audit of the Federal Grid’s investment
projects performed in 2014 and recommendations
to the Board of Directors with respect to its
approval (Minutes No. 49 dated 28 September
2015)
• Review of the Procedure for approving a
Federal Grid’s investment programme and
recommendations to the Board of Directors with
respect to the approval thereof (Minutes No. 51
dated 18 December 2015)
• Review of the 2014 annual progress report of the
Federal Grid’s Innovative Development Programme
for 2013–2017 and Prospects through 2020, and
recommendations to the Board of Directors with
respect to the approval thereof (Minutes No. 51
dated 18 December 2015)
Remuneration of the Board of
Directors and its Committees
The Federal Grid Directors’ remuneration system has
been designed to ensure the Company’s effective
governance, meet its long-term interests, attract and
retain highly competent professionals.
Directors’ remuneration and compensation principles
and arrangements are set by the Regulations
on Remuneration and Compensation Payable to
Members of the Board of Directors of Federal Grid
Company, as approved by the Annual General Meeting
of Shareholders on 26 June 2015 (Minutes No. 16
dated 30 June 2015).
In accordance with the above Regulations,
remuneration is paid to Board members out of the
Company’s net profit based on their performance
for the corporate year and subject to the relevant
resolution of the General Meeting of Shareholders.
The amount of remuneration to each Board member
depends on the following factors:
• his/her involvement in the activities of the Board
including the number of Board meetings he/she
attended
• Total number of Board meeting held during the
corporate year
• The Company’s revenue for the fiscal year, which
determines the basic part of remuneration
Remuneration for the Chairman of the Board of
Directors is increased by 30%. Increase is also set for
members of the Board for their work in committees:
the Chairman of the Committee receives a 20% bonus,
and a Committee member receives 10%.
The total remuneration for each Board member, given
all premiums, cannot exceed RUB900 thousand.
the Regulations provide for compensation of
actual expenses of Board members, including
travel expenses incurred in travelling to the place
of the Board or Committee meeting and back,
accommodation costs and expense not related to
the meeting attendance but related to the Company’s
activities.
the 2016 General Meeting of Shareholders on
29 June 2016 will resolve on remuneration to the
members of the Board of Directors for 2015.
Remuneration paid in 2015
During the reporting year, the Company did not
provide any loans (credits) to the Board members.
The remuneration to the Board members for 2014
was paid in accordance with the Regulations on
Remuneration Payable to Members of the Board of
Directors approved by the resolution of the Annual
General Meeting on 29 June 2012 (Minutes No, 16
dated 30 June 2015).
when calculating the remuneration, the same factors
and increases were considered that are provided
by the effective Regulations. No compensation of
expenses was provided.
▶ Remuneration to the Board members paid in 2015,
RuB*
oleg Budargin
Maxim Bystrov
Andrey Demin
Boris Kovalchuk
Vyacheslav Kravchenko**
Sergey Mironosetsky
Andrey Murov***
Georgy Nozadze
Denis Fedorov
Sergey Shmatko
Nikolay Shulginov
total
834,545.45
641,958.04
692,307.69
636,923.08
0
834,545.45
0
667,132.87
815,664.34
616,783.22
800,559.44
6,540,419.58
* No other remuneration, including compensation of expenses, was paid.
** Remuneration is not paid due to the fact that the Board member is a
public servant.
*** Remuneration is not paid due to the fact that the Board member is
also the Chairman of the Company’s Management Board.
Board Committees
In the reporting year, the Board of Directors approved
(Minutes No. 280 dated 24 August 2015) the
Regulations on Remuneration and Compensation
Payable to Members of Committees of the Board of
Directors of Federal Grid Company that cover matters
of paying remuneration to members of the Board
committees who are not members of the Board of
Directors or persons with whom the Company has
concluded an employment agreement, as well as
persons with respect to whom there are no legislative
restrictions for or prohibition on receiving any
payments from commercial organisations.
on a quarterly basis, the above committee members
shall be paid remuneration for each meeting
attended. The amount of remuneration is equal
to three minimum monthly wage rates for a first
category worker set by the sectoral tariff agreement
of the FR electric energy complex at the date of the
meeting. Remuneration to the Committee Chairman is
increased by 50%.
The total amount of remuneration paid to members
of the Board committees in 2015 was RUB 997.1
thousand.
163
GOVERNANCE
SYStEM
MANAGEMENt
BoARD
high Standards of Doing Business
Membership of the Management Board
as of 31 December 2015
The Management Board and the Chairman of
the Management Board – collective and sole
executive bodies – are responsible for the
day-to-day operations of the Company, ensure efficient
implementation of the Company’s objectives and the
delivery of its strategy.
Key matters reserved for the
Management Board
• Developing and submitting for the Board’s consideration the Company’s business
priorities and long-term plans for their implementation
• Preparing reports on the implementation of resolutions of the General Meeting of
Shareholders and the Board of Directors of Federal Grid Company
• Exercising of powers of General Meeting of Shareholders of wholly-owned subsidiaries of
the Company
• Submitting for the Board’s consideration business and financial performance reports of
the Company’s subsidiaries and associates
• Addressing other issues of managing the day-to-day operations of Federal Grid Company
in accordance with its Articles of Association, resolutions of the General Meeting of
Shareholders and the Board of Directors
Key matters reserved for the
Chairman of the Management
Board
• All matters of managing the day-to-day operations of the Company, except of those
reserved for the General Meeting of Shareholders and the Board of Directors
Changes to the membership of the Management Board in 2015
On 25 August 2015, the Board of Directors decided to terminate the authorities of the Management Board member
Andrey Kazachenkov (Minutes No. 281 dated 28 August 2015).
A new member was elected instead of him – Maria Pichugina.
ANDREY
MUROV
Chairman of the
Management Board,
member of the Federal
Grid’s Board of Directors
VALERY
GONCHAROV
First Deputy Chairman of
the Management Board
Member of the Investment
Committee of the BoD1
164
Management Board member since 2012
Management Board member since 2013
Areas of Responsibility:
Areas of Responsibility:
165
Interaction between the Board of
Directors and Executive Bodies
In accordance with the Company’s Articles of
Association and internal documents, the Chairman
and members of the Management Board regularly
report to the Board on their performance, including:
• On the implementation of the Long-term
Development Programme and Investment
Programme
• on the implementation of the Company’s business
plan and achievement of the KPI targets
• on the establishment and operation of the internal
control and risk management system
• On the implementation of resolutions of the General
Meeting of Shareholders and the Board of Directors
enables us to prevent possible conflict situations
and minimise an adverse effect for the Company’s
interests.
A ‘conflict of interest’ of Company employees,
including the executives, is defined by the Company’s
internal documents, and the following obligations of
the latter are provided:
• To declare his/her affiliation
• To report a conflict of interest or likelihood of
conflict and its cause, including interests in
transactions
• to refrain from actions that will or may lead to
a conflict between his/her interests and the
Company’s interests
• to refrain from discussing and voting on matters in
which he/she has a conflict of interest
Dealing with Conflicts of Interest of
Executives
• To report on his/her holding of the Company
securities and transactions therewith
the Company has developed and now implements
a comprehensive system for dealing with conflicts
of interest of members of the executive bodies that
All external appointments of the Management Board
members are subject to the consent of the Company’s
Board of Directors.
• Managing the day-to-day operations of the
Company, organising the work of the Management
Board
Born in 1970
In 1993, graduated from St Petersburg State University
with a degree in Jurisprudence; in 1998, took a special
retraining course in Financial Management at the
Inter-disciplinary Institute of Advanced training and
Retraining for Executives. In 2009, graduated from
the State University of Civil Aviation with a degree in
Freight Regulation and Air Transport Management.
PhD in Economics
Experience:
2007–2012 – General Director of JSC Pulkovo Airport
2012–2013 – Deputy General Director, Acting
General Director, Executive Director, member of the
Management Board of JSC holding of Inter-regional
Distribution Grid Companies (since 04.04. 2013 –
JSC RoSSETI)
since 2013 – Chairman of the Management Board of
Federal Grid Company
External appointments:
Member of the Board of Directors of PJSC RoSSETI,
PJSC Inter RAO, JSC SO UES, Chairman of Non-
Profit Partnership “Russian National Committee
of International Council on Large Electric Systems
(RNC CIGRE)
Holds no shares in the Company
• Development and customer relations
• Information technology and special projects
• Environment and developing equipment
manufacturing techniques
• Innovations and R&D management
• Investment planning, design and procurement
• Strategic development
Born in 1963
In 1987, graduated from Leningrad Shipbuilding
Institute. PhD in Economics.
Experience:
2006–2012 – Deputy Director for Economics and
Finance of JSC Roszheldorproject
2012–2013 – Deputy Chairman of the Management
Board of Federal Grid Company, Deputy Executive
Director for Investments of JSC holding of Inter-
regional Distribution Grid Companies
since 2013 – First Deputy Chairman of the
Management Board of Federal Grid Company
Holds no shares in the Company
1 Decision of the Board of Directors dated 20 August 2015 (Minutes No. 280 dated 24 August 2015).
GOVERNANCE
SYStEM
MANAGEMENt
BoARD
ALEXANDER
VASILIEV
Deputy Chairman of the
Management Board
VLADIMIR
DIKoY
Deputy Chairman of the
Management Board –
Chief Engineer
ALEXANDER
ZARAGATSKY
Deputy Chairman of the
Management Board
MARIA
PICHUGINA
Deputy Chairperson of the
Management Board
Management Board member since 2014
Management Board member since 2013
Management Board member since 2014
Management Board member since 2015
166
Areas of Responsibility:
• Security issues
Areas of Responsibility:
• Maintenance and Repairs
Born in 1958
In 1982, graduated from Leningrad Mechanical
Institute with a degree in Mechanical Engineering;
in 2003, graduated from St Petersburg State
University of Economics and Finance with a degree
in Economics; in 2007, graduated from St Petersburg
Institute of Foreign Economic Relations, Economics
and Law with a degree in Jurisprudence
Experience:
2003–2010 – head of Moscow Region Department
of the RF State Committee for Control over Drug and
Psychotropic Trafficking
2010–2011 – Deputy Director, Director of Security
Department of JSC MMC Norilsk Nickel
2011–2014 – Deputy head of the Federal Customs
Service
since 2014 – Deputy Chairman of the Management
Board of Federal Grid Company
Holds no shares in the Company
Born in 1954
In 1981, graduated from Moscow Power Engineering
Institute with a degree in Electric Power Supply of
Industrial Enterprises, Cities and Agriculture. PhD in
Technical Sciences.
Experience:
2008–2009 – Deputy Director General for Production of
JSC Glavsetservice of UNEG
2010–2013 – Deputy Chief Engineer of Federal Grid
Company
since 2013 – Deputy Chairman of the Management
Board – Chief Engineer of Federal Grid Company
External appointments:
Chairman of the Board of Directors of
JSC Mobile Gas Turbine Electric Power Plants and
JSC Dalenergosetproekt, member of the Board
of Directors of JSC Elektrosetservis of UNEG and
JSC tomsk trunk Grids
Share in the Company’s ordinary stock: 0.0000219%
Areas of Responsibility:
Areas of Responsibility:
• Legal, property and general administrative matters
Born in 1976
In 2001, graduated from St Petersburg Law
Institute of the General Prosecutor office with
a degree in Jurisprudence; in 2002, graduated
from St Petersburg Institute for Management and
Economics with a degree in State and Municipal
Management. PhD in Economics
Experience:
2007–2013 – Chief of Staff of the Chairman of
St Petersburg Legislative Assembly
since 2013 – Deputy Chairman of the Management
Board of Federal Grid Company
External appointments:
член Советов директоров ОАО «НТЦ ФСК ЕЭС»
и ОАО «ЭССК ЕЭС»
Holds no shares in the Company
• Economy, finance and subsidiaries Maintenance
and Repairs
Born in 1980
In 2003, graduated from the State University – higher
School of Economics with a degree in Finance and
Credit
167
Experience:
2008–2012 – held senior positions in commercial
companies
2013 – Deputy Director of the Department for
Development of Electric Energy Industry of the
Russian Ministry of Energy
since the end of 2013 – Director for Economy and
Finance of Federal Grid Company
External appointments:
member of the Board of Directors of JSC R&D
Centre of FGC UES, Index Energetiki- FGC UES LLC,
JSC Nurenergo, member of the Supervisory Board of
JSC IPS SakRusenergo
Holds no shares in the Company
GOVERNANCE
SYStEM
MANAGEMENt
BoARD
NIKOLAY
PoZDNYAKoV
Deputy Chairman of the
Management Board
MARIA
tIKHONOVA
Deputy Chairperson of the
Management Board
DMITRY
SHISHKIN
Internal Control Director
Born in 1967.
In 1992, graduated from the higher School of the
KGB of the USSR named after Dzerzhinsky with a
degree in Jurisprudence
Management Board member since 2014
Management Board member since 2013
Management Board member since 2013
168
Areas of Responsibility:
Areas of Responsibility:
• Information technology and special projects
• Corporate governance
Born in 1979
Graduated from Moscow State University with
a degree in Physics and Higher School of Economics
with a degree in Economics
Experience:
2009–2013 – head of Investment Project Monitoring,
Head of Investment Planning and Reporting
Department of Federal Grid Company
2013–2014 – Deputy General Director for
Investments of JSC ROSSEtI
since 2014 – Deputy Chairman of the Management
Board of Federal Grid Company
External appointments:
General Director of JSC Centre for Engineering and
Construction Management of UES, member of the
Board of Directors of JSC Energotekhcomplect
Share in the Company’s ordinary stock: 0.0000938%
Born in 1980
Graduated from Volga-Vyatka Academy of Public
Service with a degree in Public and Municipal
Administration, Higher School of Economics with
MBA Finance. PhD in Economics.
Experience:
2008–2012 – head of Corporate Management and
Economic Analysis Unit of the Department, Director
of the Department for Economic Regulation and
Property Relations in the Fuel and Energy Complex of
the Russian Ministry of Energy
since 2013 – Deputy Chairman of the Management
Board of Federal Grid Company
Holds no shares in the Company
Experience:
2009–2012 – Deputy Director for Security of
Gazprom EP International Services B.V., Moscow
2013 – Security Director of JSC Moscow Unified
Electric Grid Company
since 2013 – Internal Control Director of Federal Grid
Company
External appointments:
member of the Board of Directors of
JSC Energostroysnabkomplekt and JSC Centre for
Engineering and Construction Management of UES,
Chairman of the Audit Commission of JSC Moscow
Communication Centre of Energy Systems, member
of the Audit Commission of JSC R&D Centre of FGC
UES, JSC Mobile Gas Turbine Electric Power Plants,
PJSC Inter RAO
Holds no shares in the Company
169
Areas of Responsibility:
• Internal Control and Risk Management
• Operational controlling and compliance
procedures
In 2015, there were no dealings in the Company’s shares by the members of the Management Board
Activities of the Management
Board in 2015
As part of its work in the reporting year, the
Management Board continued to implement the
approved Programme of activities (‘roadmap’) to
ensure financial sustainability and improve the
economic efficiency of the Company for 2014–
2015. other matters, which received particular
focus during the year, were the following:
• Adjustments to a General scheme for
building and developing the Energy System’s
Unified Process Communications of Federal
Grid Company aimed at determining the
main directions for the development of
telecommunication infrastructure necessary
for the operation of dispatch and process
control and corporate governance of the
Company
• Approval of a Concept for disposal of
subsidiaries and other entities in which
78 meetings
788
matters considered,
including
647
recommendations to
the Board of Directors
GOVERNANCE
SYStEM
MANAGEMENt
BoARD
Federal Grid participates that provides for spinning
off the strategic assets and financial responsibility
centres and determines the primary areas for
development of key subsidiaries
The major changes to the 2015 Methodology
compared with the same methodology for the prior
year were as follows:
• Review of projects of the Federal Grid’s investment
programme for 2016–2020, as well as draft
adjustments to the investment programme for 2015
• Monitoring of the implementation of the technical
maintenance and repair programme, as well as the
programme for managing the Company’s non-core
assets
• Making decisions on charitable assistance and
consideration of matters of social assistance to
Federal Grid’s employees
Remuneration of the Management
Board
In accordance with the Regulations on terms
and Conditions of Employment Agreements and
Determination of Remuneration and Compensation
for Senior Managers of Federal Grid Company
approved by the Board of Directors on 17 June 2010,
remuneration for senior managers is determined
by their employment agreements. Remuneration
includes a fixed component (salary) and a variable
component (bonuses). Bonuses are tied to key
performance indicators (KPIs) of senior managers.
In 2015, the Company applied a system of quarterly
and annual bonuses based on the Methodology
for Calculation and Evaluation of Key Performance
Indicators for Federal Grid’s Senior Management
approved by the Board of Directors (Minutes No. 243
dated 22 December 2015).
1. An indicator Cost Reduction for the Acquisition
of Goods (Work, Services) was excluded from the
list of KPIs due to its expiration (in accordance
with the assignment of the RF President No.
Pr-846 dated 02 April 2011, the above indicator
was measured over three three years – from 2012
through 2014
2. An indicator Total Shareholder Return (TSR) has
been changed from indicative to target (included
in the senior management bonus plan)
3. Target values of some indicators were updated
in accordance with the Company’s business
plan: Reduction in operating Expenses (Costs),
Reduction in Investment Costs, Electricity
Losses
In case any of the KPIs is not met, then the bonuses
of all members of the Management Board, including
the Chairman, are decreased by a certain percent
depending on the indicator significance level. The
most significant quarterly KPIs are No increase in
major accidents (40% weighting) and Preventing
Increase in the Number of Injured in Accidents (40%
weighting). The most significant annual KPIs, with a
15% weighting each, are RoIC, Achieving Reliability
Level of Services, and Meeting Deadlines for
Technological Connection.
All KPIs that are applied to motivate senior
managers are included in the Federal Grid’s
Long-Term Development Programme approved
by the Board of Directors (Minutes No. 243 dated
22 December 2014).
170
2014
Actual
values
2015
target values
Actual values
2016
target values
KPI
Evaluation
(met/ not
met)
0*
no increase
no increase
met
no increase
no increase
no increase
no increase
met
no increase
Strategic objective
KPI
Reliability of energy
supply to customers
Effective
management
Development of
UNEG infrastructure
and implementation
of projects of
national significance
Maintenance of
financial stability
No increase in
major accidents
Preventing Increase
in the Number of
Injured in Accidents
Achieving reliability
level of services
Reduction in
operating expenses
(costs)
1**
1**
0.3
21.7%
≥ 14.2%
24.2%
Reduction in
investment costs
17.03%
at least
15%
Electricity losses
4.13%
not higher than
4.27%
workforce
productivity
–
at least
17%
18.3%
4.09%
21.5%
Meeting schedules
for commissioning
106.2%
not higher than
95%
115.5%
RoIC (Return on
Invested Capital)
Financial leverage
ratio
TSR (Total
Shareholder
Return)
1.86
0.44
–50.5%
1.8
0.43
28.0%
not higher than
0.9
not higher than
1.5***
higher than the
average value for
the past three
years before the
reporting year by
the amount set out
by the Board of
Directors (–46,3%)
met
met
met
met
met
met
met
met
met
≤ 1
≥ 10.5%
≥ 23%
≤ 4.13%
≥ 3.9 RUB thousand/
man hour
≥ 95%
≥ 0.9
–
> than the value of
change in the MoEX
RCI (Regulated
Companies Index) by
a positive value set by
the Board of Directors
171
Effective engagement
with customers
Meeting deadlines
for technological
connection
0.72
not higher than
1.1
1.0236
met
≤ 1.1
* In 2014, the KPI ‘Reliability Indicator: No Major Accidents’ was effective according to the Methodology for Calculating and Evaluating Key
Performance Indicators of Federal Grid’s Senior Management’ approved by the Board of Directors (Minutes No. 217 dated 17 April 2014).
** The actual value of the service reliability indicator is not higher than the plan value set by FTS.
*** Or not higher than the value set in the business plan.
GOVERNANCE
SYStEM
MANAGEMENt
BoARD
CORPORAtE
SECREtARY
▶ Remuneration of members of the Management Board in 2015, RuB thousand
All members including the Chairman*
Remuneration for contributions to the Management Board’s
operations
Salary
Bonuses
Commission
Benefits
Reimbursement of expenses
Other types of remuneration
total
0
110,601
194,291
0
0
0
28,770
333,662
* Including remuneration paid to all members of the Management Board in 2015 taking into account changes in the membership of the Management
Board.
172
▶ Remuneration of the Chairman of the Management Board in 2015, RuB thousand
Chairman of the Management Board
Remuneration for contributions to the Management Board’s
operations
Salary
Bonuses
Commission
Benefits
Reimbursement of expenses
Other types of remuneration
total
0
29,143
51,693
0
0
0
18
80,854
During the reporting year, the Company did not provide any loans (credits) to members of the Management Board.
Effective Corporate Interactions
As part of the implementation of ‘road map’ on
introducing key provisions of the Russian Corporate
Governance Code into the Federal Grid’s corporate
governance system, a position of Corporate Secretary
was established in the Company in the reporting year.
The Corporate Secretary’s key responsibilities are
to ensure effective shareholder engagement, to
coordinate the Company’s efforts aimed at protecting
shareholder rights and legitimate interests, to
implement the corporate disclosure policy, and to
support the effective work of the Board of Directors.
The Corporate Secretary is functionally subordinate
and reports to the Board of Directors that ensures
his/her sufficient independence from the Company’s
management.
The Corporate Secretary’s activities are subject to the
provisions of the Regulations on Corporate Secretary
of Federal Grid Company approved by the Board of
Directors on 21 July 2015 (Minutes No. 279 dated 27
July 2015).
Corporate Secretary of Federal Grid
Company
natalia
shumaKher
Appointed by the Board of Directors on 21 July 2015
(Minutes No. 279 dated 24 July 2015)
Born in 1984 in the city of Frunze of the Kirgiz SSR.
Graduated from Orel State University with a degree in
Jurisprudence.
Experience:
since 2009 – Senior Specialist of the office
for exercising ownership rights of the property
department of PJSC IDGC of Centre.
holds no shares in Federal Grid and its subsidiaries
and associates, has no family ties with members of
the governing and/or control bodies of Federal Grid
Company.
Key responsibilities
• Participates in the procedures related to the
General Meeting of Shareholders, including in
respect of monitoring over their implementation
• organises the Company’s engagement with
shareholders, prepares replies to their requests and
inquires
• Provides support to the effective operation of the
Board and its Committees, coordinates activities
to ensure the exchange of information between the
Board and its Committees
• Participates, within her remit, in the procedures
for safekeeping of the Company’s corporate
documents, and in the implementation of the
disclosure policy
• Participates in the process of improving the
Company’s corporate governance system and
practices
• Ensures, within her remit, the Company’s
interactions with regulatory authorities, trade
organisers, the registrar, and other professional
security market players
173
GOVERNANCE
SYStEM
CORPORAtE
SECREtARY
AUDIT CoMMISSIoN
AND AUDIToR
how does the company perform an
assessment of the federal grid’s corporate
governance quality and its compliance
with the principles set out in the russian
corporate governance code?
natalia Shumakher
Corporate Secretary of Federal Grid Company
174
“there are two types of the corporate governance
quality assessment: internal and external.
that today enables us to declare a high quality of the
Federal Grid’s corporate governance.
In the reporting year, we conducted an internal
assessment using a Methodology of Rosimuschestvo
for Corporate Governance Self-Assessment in State-
owned Companies. The above Methodology includes,
among other things, the assessment of compliance
with the principles and recommendations of the
Russian Corporate Governance Code. According to
the results of the self-assessment, we have achieved
very good results – our level of compliance was 82%
As regards external assessment, there we are
talking about an audit of the Company’s corporate
governance and assignment of National Corporate
Governance Rating. Such rating has been assigned
to Federal Grid since 2012 by an independent
consultant – the Russian Institute of Directors.
In 2015, the Company’ rating was confirmed at a level
of 7+, which indicates of our well-developed corporate
governance practices.”
Audit Commission and Auditor
Audit Commission
The Audit Commission is a permanent body,
which is elected annually by the General Meeting
of Shareholders and is responsible for exercising
control over the Company’s financial and business
operations, its governing bodies and structural units.
In its operations, the Audit Commission is governed
by the Federal Grid’s Articles of Association and
the Regulations on the Audit Commission a revised
version of which was approved by the Annual General
Meeting of Shareholders on 26 June 2015 (Minutes
No. 16 dated 30 June 2015).
the main functions of the Audit Commission are as
follows:
• To confirm the reliability of data contained in the
Company’s annual report, accounting balance
sheet, and profit and loss statement
• To analyse the Company’s financial position,
discover ways for improving thereof, and develop
recommendations to the governing bodies
• To organise and perform audits (revisions) of the
Company’s financial and business operations
▶ Members of the Audit Commission1
elected by the Annual General Meeting of Shareholders on 26 June 2015
175
Name
Nikolay Varlamov
Marat Izmailov
Marina Lelekova
Denis Kant Mandal
Year of
birth
1974
1983
1961
1987
Education
Position
Higher
Higher
Higher
Higher
Deputy Director – Chief of Staff of PJSC RoSSETI
head of Division of Department of the Russian Ministry of
Energy
head of the Control Department of PJSC RoSSETI
Deputy head of Department of the Federal Agency for State
Property Management (Rosimuschestvo)
Roman Litviniov
1982
Higher
Deputy head of Division of PJSC Gazprom
acting from 27 June 2014 to 26 June 2015
Name
Nikolay Varlamov
Anna Drokova
Year of
birth
1974
1985
Higher
Higher
Education
Position
Marina Lelekova
1961
Higher
Vladimir Skobarev
Alan Khadziev
1952
1981
Higher
Higher
Deputy General Director for Control and Audit of JSC RoSSETI
head of the Department of organisations of Fuel and
Energy Sector of the Department of Property Relations
and Privatisation of the Federal Agency of State Property
Management
head of the Control and Internal Audit Department of JSC
ROSSEtI
Director General of MooRE STEPhENS RUS, Ltd
Director on Internal Audits of JSC Far East Energy
Management Company
1 Positions of the Audit Commission members are stated at the time of election. None of the Audit Commission members (current or former) holds
shares of Federal Grid Company and holds positions in its governing bodies.
CONtROL
SYStEM
AUDIT CoMMISSIoN
AND AUDIToR
INtERNAL
CONtROL
Remuneration of the Audit Commission
members
the amount of and the procedure for paying
remuneration and compensation to members of
the Audit Commission of Federal Grid Company are
established by the Regulations on Remuneration
and Compensation Payable to Members of Audit
Commission of Federal Grid Company, a new version
of which was approved by the General Meeting of
Shareholders on 26 June 2015.
On 26 June 2015, the General Meeting of
Shareholders approved RSM RUS, LLC to
conduct an independent audit of the Company’s
accounting statements prepared under RAS, and
the consolidated financial statements prepared
under IFRS. RSM RUS, LLC is a full member of
the leading international auditing and consulting
organisation RSM International and a member
of the self-regulatory organisation of auditors,
Non-Profit Partnership Auditor Association
Sodruzhestvo.
The total remuneration paid to the members of the
Federal Grid’s Audit Commission in 2015 amounted to
RUB573.5 thousand.
Auditor
176
Federal Grid Company annually engages an external
auditor to perform an independent and unbiased
assessment of quality of its RAS and IFRS financial
statements.
Auditor Selection process
In accordance with the resolution of the Federal
Grid’s Board of Directors (Minutes No. 245 dated
31 December 2014), a centralised procurement
of services on performing a statutory audit of the
Federal Grid’s statements for 2015–2017 was
conducted by PJSC RoSSETI.
A candidate for the position of the Company’s auditor
was proposed based on the results of the open
single stage tender for performing a statutory audit
of statements of subsidiaries and associates of
PJSC RoSSETI for 2015–2017, conducted by PJSC
ROSSEtI under the Federal Law “On Contract System
of Federal and Municipal Procurement of Goods,
Works and Services” No. 44-FZ dated 05 April 2013.
Auditor Remuneration
the amount of remuneration of the Auditor RSM
RUS, LLC paid for the audit of the Company’s
financial statements under RAS and IFRS for 2014
was RUB25,000 thousand including VAT.
The Company’s Board of Directors determined
(Minutes No. 280 dated 24 August 2015) the amount
of the Federal Grid’s Auditor’s remuneration for
the audit of the Company’s acсounts for 2015 of
RUB24,682,983 and 68 kopeks, including VAT.
During the reporting period, the external auditor did
not provide any non-audit services to the Company.
Review of the external Auditor’s
effectiveness
At the meeting held in May 2015, the Audit
Committee considered a matter on the assessment
of the External Auditor’s performance with regard
to the audit of the Company’s statements for 2014.
Upon consideration of the matter, the Committee
concluded that the services of RSM RUS, LLC were
provided strictly in accordance with the terms
and conditions of the contract and in compliance
with the requirements of legislation of the Russian
Federation.
Systemic Control at all Levels
of Governance
Internal Control and Risk
Management System
• Compliance with applicable legislation and internal
regulations of the Company
the internal control and risk management system of
Federal Grid Company is an important component of
the Company’s governance system. It includes a set
of procedures, methods and tools aimed at obtaining
reasonable assurance that the Company achieves its
objectives in the following areas
• Identification and mitigation of risks in key areas of
activities
• Prevention of fraud and other irregularities on the
part of the Company’s employees and third parties
with respect to its assets
• Effectiveness and efficiency of activity
arrangements
• Accuracy, completeness and timeliness of all types
of the Company reporting
Information on the Federal Grid’s risk management
system is available in section GOVERNANCE AND
DEVELOPMENT/ Risk Management
177
Improving internal control and risk management system in 2015 with regard to recommendations of the
Russian Corporate Governance Code
to improve the effectiveness of internal
control and risk management system,
a separate structural unit has been
set up in Federal Grid Company –
Internal Control and Risk Management
Department
to perform a regular assessment of
the effectiveness and reliability of the
internal control and risk management
system, a separate structural unit
has been set up in the Company –
Internal Audit Department, and its
independence has been ensured
through separate lines of functional
and administrative reporting to the
Board of Directors and the Chairman of
the Management Board respectively
The responsibilities of the Audit
Committee have been extended in order
to improve the Board performance with
respect to oversight of the Company’s
financial and business operations:
a list of matters to be considered by
the Committee has been considerably
expanded in the area of financial
reporting, internal audit. Internal
control and risk management
we strive to ensure the
implementation of internal controls
in each stage of the process
of managing the Company in
accordance with the COSO internal
control integrated framework, while
maintaining the neutrality and
transparency of the procedures and
methods for all activities
Key principles of internal control system
• Consistency
• timeliness
• Uniformity of approaches
• Continuity
• Division of responsibilities and powers
• Documentation of procedures and results
• Practicability
• Interaction between all ICS participants
• Consideration of changes in external environment
CONtROL
SYStEM
INtERNAL
CONtROL
highlights of 2015
Plans for 2016
• the internal auditor assessed the effectiveness
of the internal control system with further
identification of system weaknesses and risks.
The Board of Directors considered the results
of the assessment at the meeting on 29 May
2015 (Minutes No. 270 dated 01 June 2015) and
instructed the executive bodies to ensure the
implementation of recommendations contained
in the Report on the effectiveness of the Internal
Control System of Federal Grid Company
• In order to improve the internal control and risk
management system, pursuant to the instructions
of the Board of Directors (Minutes No. 270 dated
01 June 2015), a Programme (‘road map’) for
enhancing the quality of the internal control system
of Federal Grid for 2015–2017 has been developed
and approved (Executive order No. 16 dated
20 January 2016.
• Updating the Regulations on Internal Control
System
• Improving internal control over functional areas of
the Company’s operations: Procurement, Project
Management and Capital Construction
• Updating control matrixes for business processes
of accounting, tax accounting and preparing
accounting (financial) statements
• Drafting proposals on key performance indicators
aimed at measuring the implementation of internal
control procedures and reducing the Federal Grid’s
key risks to an acceptable level, to be further
included in the system of KPIs for the Company’s
senior management
179
Internal Control
Internal control as an integral part of the internal
control and risk management system of Federal Grid
Company is aimed at ensuring long-term financial
sustainability and effective performance of the
Company.
The Company’s internal control is subject to the
provisions of the Regulations on Internal Control
System of Federal Grid Company approved by the
Board of Directors (Minutes No. 170 dated 02 August
2012). The above Regulations set out objectives,
tasks and principles of the Internal Control System
(ICS) and its components.
The full text of the Regulations on Internal Control
System is available on the corporate website
www.fsk-ees.ru in section Shareholders and
Investors / Corporate Governance / Constituent
and Internal Documents
▶ Authorities and Responsibilities of the participants of the Internal Control System
High Level – Strategic Management
Audit Commission
Board of Directors
178
Audit Committee
• Confirms the reliability of data contained in the Company’s annual report, accounting balance
sheet, and profit and loss statement; performs audits of the Company’s financial and business
operations
• Ensures the creation, monitoring of performance and setting the overall strategy of the ICS,
initiates audits of the Company’s operations, reviews results of internal control, performs
regular review of the ICS’s effectiveness and ensures constant improvement of the internal
control procedures
• Carries out reviews of the Company’s Internal Control System, makes recommendations to the
Board of Directors on its further improvement; plans the internal audit schedule and considers
audit results; performs the Company’s financial statement analysis and the analysis of the
external audit results; assesses candidates for the position of the Company’s auditor, makes
recommendations to the Board of Directors regarding the appointment of external auditors,
the conduct of annual independent audit and external auditors’ fees
Chairman of the
Management Board
• Provides organisational support and scheduling of internal controls, makes decisions based
on the outcomes of the controls; makes proposals to the Board of Directors regarding the
improvement of internal control procedures
Mid-Level – implementing, maintaining and monitoring the effectiveness of ICS
Internal Audit
Department
• Conduct regular independent assessment of the effectiveness and reliability of the ICS
Department for
Operational Controlling
Compliance Procedures
• Implements the Federal Grid’s Anti-Corruption Policy, measures aimed at managing risks
related to financial security of counterparties’ obligations, ensures monitoring of compliance
with the requirements of the RF legislation and Federal Grid’s internal documents with respect
to procurement procedures
Internal Control and
Risk Management
Department
• Provides overall coordination of internal control and risk management processes in the
Company, operational control over the implementation of policies in the area of internal
control and risk management, as well as preparation of summary reports on internal control
and risk management systems
Other units that perform
control functions
• The Executive office performs strategic, guidance and control functions subject to the
Company’s hR Management Policy
• Pursuant to the order No. 353 dated 01 September 2015 “on the Division of Responsibilities
between officers of the Federal Grid’s Executive office”, members of the Management Board
and Deputy Chairmen of the Management Board perform activity-specific control functions
with respect to the Federal Grid branches, subsidiaries and associates
Basic Level – implementing control procedures and monitoring their effectiveness
Owners of Control
Procedures
• organise and implement control procedures within business processes in accordance with
job descriptions and provisions of the Company’s regulatory and administrative documents
CONtROL
SYStEM
Internal Audit
A key objective of Internal Audit is to perform
regular independent assessment of the reliability
and effectiveness of the internal control and risk
management system and corporate governance
practices.
main tasKs of internal audit
• Assisting the executive bodies and employees
of the Company in developing and monitoring
compliance with procedures and measures aimed at
improving the risk management and internal control
system, and corporate governance
180
• Coordinating activities with the Company’s external
auditors and persons providing advisory services in
the area of risk management, internal controls, and
corporate governance
• Conducting internal audits of controlled entities
pursuant to the established procedures
• Preparing and submitting to the Board of Directors
and the executive bodies reports on the results of
internal audits
• Checking whether members of the Company’s
executive bodies and its employees comply with
the statutory provisions and internal policies of the
Company on insider information and anti-corruption,
as well as with the requirements of the Company’s
Code of ethics
Improving Internal Audit
In 2015, the Company worked hard to develop the
internal audit function and bring it in line with the
advanced standards in this area, including:
• International Standards for the Professional
Practice of Internal Auditing
• COSO Internal Control – Integrated Framework
• Russian Corporate Governance Code
• Listing Rules of MICEX Stock Exchange
• Methodological recommendations for organising
internal audit in joint stock companies with
participation of the Russian Federation (order of
Rosimuschestvo No. 249 dated 04 July 2014)
By order of the Chairman of the Federal Grid’s
Management Board No. 246 dated 15 June 2015, the
Internal Control and Risk Management Department
was restructured as to transfer internal audit
function to the Internal Audit Department, which
reports functionally to the Board of Directors and
administratively to the Chairman of the Management
Board.
As at 31 December 2015, the number of employees
performing the internal audit function amounted to
16 people. The Director for Internal Audit – head
of the Internal Audit Department is part of the
Company’s management team.
on 16 November 2015, the Board of Directors
approved the Regulations on Internal Audit of Federal
Grid Company (Minutes No. 291 dated 19 November
2015), which cover all issues related to the internal
audit function in the Company.
A Standard for assessing the effectiveness of the
Federal Grid’s internal control and risk management
system was developed in the Company, reviewed
by the Audit Committee and recommended for the
approval by the Board of Directors (Minutes No. 44
dated 14 December 2015).
In the reporting year, the Company developed and
the Audit Committee approved the Programme for
assessing and improving the internal audit quality
(Minutes No.40 dated 21 September 2015) and the
Federal Grid’s Internal Audit Guidelines (Minutes
No.43 dated 02 December 2015).
The above Programme provides for periodic internal
and external evaluations of the Internal Audit
Department performance. Internal evaluation is
conducted by internal auditors of the Company
through self-evaluation at least once a year and
external evaluation is conducted by external
independent consultants at least once in five years.
INtERNAL
AUDIT
what progress has Been made
By the company in the reporting
year in the field of internal audit?
Izumrud Alimuradova
Director for Internal Audit – Head of Internal Audit
Department
“In 2015, the Federal Grid’s internal audit function has
been considerably developed. The Board of Directors
approved a core document – the Regulations on
Internal Audit that cover all key issues in this area.
The Audit Committee approved a number of
documents aimed at improving the internal audit
effectiveness, including a Programme for assessing
and improving the quality of the internal audit
function.
Internal auditors assessed the effectiveness of the
Federal Grid’s internal control system for 2014 and
prepared a report thereof that included a series of
recommendations on certain components of the
internal control system.
During the implementation of the above
recommendations, at the end of the year, the
Company has developed a Standard for assessing
the effectiveness of the internal control and
risk management,system reviewed by the Audit
Committee and recommended for approval by the
Board of Directors”.
181
the Board’s role in ensuring the
internal audit effectiveness
By the resolution of the Annual Meeting of
Shareholders dated 26 June 2015 (Minutes No.16
dated 30 June 2015) the Federal Grid’s Articles of
Association has reserved the following matters have
been reserved for the Board of Directors in the area of
internal audit:
• Approval of an internal audit policy
• Approval of a work plan and budget of the Internal
Audit Department
• Approval of a candidate for the position of the
Internal Audit Department head and termination of
his/her powers
• Determination of remuneration arrangements for
the Internal Audit Department head, as well as
consideration of significant limitations that might
adversely affect the performance of the internal
audit function
CONtROL
SYStEM
Effective Risk Management
Federal Grid Company develops measures that would make any identified risk consistent with the “preferred
risk,” i.e. the maximum permissible risk which the Company seeks or is ready to maintain. The response depends
on risk relevance, impact on the likelihood and effect of a given risk, costs of risk materialisation, and risk
benefits. After deciding on response measures, the Company’s executives assess the residual risk that must not
go beyond the “preferred risk” level.
See details about the risk management system in Federal Grid Company in section GOVERNANCE AND
DEVELOPMENT / Risk Management
LEVEL OF RISK RELEVANCE
RISK RELEVANCE TREND
IN tHE REPORtING YEAR
Critical
Higher relevance
Significant
Lower relevance
Moderate
Relevance unchanged
182
Risk
(Risk Disclosing Unit)
Risk assessment and changes
in the risk relevance 2014/2015
INDUSTRY RISKS
1. tariff regulation risks
(Department of Economic Planning
and Tariff Setting)
2014
2015
Risk Description/Factors
Factors that affected risk assessment
Risk Management Actions
Risk Materialisation
• The amount of investable funds in the tariff was
reduced relative to the tariff sources of funds for
the Company’s Investment Programme that has
been taken into account when tariffs for electricity
transmission were approved. The reduction was
caused by an increased cost of debt
• Actual revenues from electricity transmission
services were lower due to a changed order of
payment for services; this change had not been
taken into account when tariffs were set
• the costs of electricity transmission services via
foreign energy systems increased due to changes
of foreign currency rate
• The amount of investable funds
in the tariff was reduced relative
to the tariff sources of funds
for the Company’s Investment
Programme that has been taken
into account when tariffs for
electricity transmission were
approved. The reduction was
caused by an increased cost of
debt
• Actual revenues from electricity
transmission services were
lower due to a changed order
of payment for services; this
change had not been taken into
account when tariffs were set
• the costs of electricity
transmission services via foreign
energy systems increased due
to changes of foreign currency
rates
• the actual average tariff on
electricity transmission deviated
from the one that was included in
the business plan
• Draft proposed changes to the corporate Investment Programme and the
structure of sources of financing and changes in the structure of tariff decision
in terms of tariff sources of financing for the corporate Investment Programme.
• Draft and submit proposed amendments to laws and regulations on tariff setting
and on defining the declared capacity that is used in setting the tariffs, as well
as the volumes of electricity transmission to customers, and other changes.
• Draft proposals to include lost revenues (caused by a reduced volume of
services and increased costs of electricity transmission services via foreign
energy systems) in the gross revenues. These proposals will be submitted to the
Federal Tariff Service.
• Implement actions targeted at improving the efficiency of the Company’s
operations and investments, consistent implementation of the approved
parameters of RAB regulation and at drawing up well-balanced and economically
justified proposals about how to adjust and set these parameters.
• Improve the quality of budget planning and develop a system of budget
control through improving the corporate Budget Code and integrating the risk
management processes in the system of medium-term and long-term business
planning.
• The cost of debt increased because
interest payments increased by RUB
7,091 million (or 30.2%) due to an
increase of the consumer price index
• Payments for services of other (foreign)
distribution grid companies increased by
RUB642 million (or 30.6%)
• According to an approved tariff &
balance profile, payments should be
made for the declared capacity. In
practice, direct customers pay for actual
capacity which means that the required
gross revenues declined by RUB484
million (or 0.3%)
RISK
FACtORS
183
CONtROL
SYStEM
Risk
(Risk Disclosing Unit)
Risk assessment and changes
in the risk relevance 2014/2015
2. Risks related to technological
connection
(Technological Development
Department)
2014
2015
Risks related to the untimely
meeting of contractual obligations
under contracts for technological
connection, including deviation
of the actual quality level of
the technological connection
services from the level established
during tariff regulation. The
quality level is measured as per
Section 3 of Executive order
No. 718 dated 14 october 2013,
issued by the Ministry of Energy,
as the aggregate impact by the
quality parameters of reviewing
applications for technological
connection; execution of contract
for technological connection,
compliance with the antimonopoly
legislation and the quality of
customer services.
184
3. Risks related to an increase
of overdue and bad accounts
receivable
(Treasury and Corporate Finance
Department)
2014
2015
Deviation of overdue accounts
receivable for electricity
transmission services from the
amount established in the business
plan.
Risk Description/Factors
Factors that affected risk assessment
Risk Management Actions
Risk Materialisation
–
–
–
–
The Company approved the Programme for Improving the Efficiency of
technological Connection to Electric Grids of Federal Grid Company and Increasing
Transformer Capacity Utilisation. It includes actions targeted at initiation of
amendments to the Russian laws (law-making) and organisational actions.
Institutional actions of the Programme are targeted at improving the efficiency
of Federal Grid Company’s operations when the Company provides technological
connection services if tariff sources of financing are insufficient, including:
• Drafting and implementation of template documents in order to unify the
document flow in the process of technological connection of customers
• Actions to increase capacity utilisation by identifying and decommissioning
inefficient capacities
• Setting of schedules for completion of procedures by the Company’s structural
units and implementation of actions to improve control over scheduled
deadlines at all stages of business process, from registration of an application
for technological connection to full performance of contractual obligations
Law-making activities in the context of these risks include the drafting of
proposed amendments to laws and regulations that govern relations of the parties
in the process of technological connection (including those that regulate the
fundamentals of pricing when individual tariffs for technological connection are
set) and responsibility of grid organisations and counterparties for complying
with the material terms and conditions of contracts for technological connection.
These proposals were communicated to the regulators (the Federal Anti-Monopoly
Service and Ministry of Energy).
Federal Grid Company monitors and updates information about transformer
capacity which is free for technological connection of customers and generation
facilities. This monitoring is done across all feeding centres, and information is
available at the corporate website.
The Company approved the Receivables and Payables Management Procedure.
It establishes the procedures of taking decisions about accounts receivable by
contract managers. Besides, the Budget Committee has been established and is
operating. Its goals are to make cash management in the Company more efficient,
manage risks related to overdue accounts receivable and payable, and improve
cash turnover. The Committee responsibilities include but are not limited to the
following:
• Review of aggregate reports about the status of accounts payable and
receivable and explanatory notes of contract managers
• Taking decisions about ways of recovering accounts receivable that have
been overdue for more than three months and accounts receivable that were
submitted for the Committee’s decision by contract managers
• Taking decisions to write off bad debt
• Selective assessment of the performance of employees who manage accounts
payable and receivable
• Taking decisions on proposals about disciplinary measures against delinquents
to be brought for approval by the Chairman of the Management Board in cases
when the procedure of handling overdue accounts payable and receivable is
breached
RISK
FACtORS
185
CONtROL
SYStEM
Risk
(Risk Disclosing Unit)
Risk assessment and changes
in the risk relevance 2014/2015
4. Environmental risks
(Environmental Policy Department)
2014
2015
2014
2015
186
Risk Description/Factors
Factors that affected risk assessment
Risk Management Actions
Risk Materialisation
Risks related to noncompliance
with the Russian laws on
environmental protection.
In accordance with a decision taken by the Board
of Directors (Minutes No. 166 dated 3 July 2012),
since 2011 the Company gradually introduced and
certified an environmental management system in
its branches.
In 2015, the environmental management system was
put in place and certified in the branches of MES
Siberia, Western Siberia, Ural and Volga. Besides,
we obtained a unified company-wide certificate for
Federal Grid Company.
As per Executive order No. 362 dated 11 September 2015, the Company drew
up a Procedure of Working with Trichlorodiphenyl-Containing Equipment.
Trichlorodiphenyl-containing equipment (total weight: 262.04 tons) was handed
over for salvage / placement from several PMES.
–
RISK
FACtORS
Risks related to the failure
to implement assignment of
the President of the Russian
Federation, dated 6 June 2010
(subclause “l” of Clause 1 in the
List of Assignments No. Pr-1640
and Directive No. 1710p-P13 of
the Government of the Russian
Federation, dated 30 April 2012 “on
the need to ensure that joint-stock
companies with government capital
take a decision on implementation
of voluntary mechanisms of
environmental responsibility”
(hereinafter “Assignments” and
“Directives”) and decisions taken
by the Company’s Board about
the procedure of implementation
and obtaining the certificates for
compliance with the international
standard ISo 14001:2004 for
the Company’s environmental
management system (Minutes
No. 230 of the Board meeting,
dated 3 october 2014).
the Company implements its environmental-saving initiatives in accordance
with the Policy of Innovative Development, Energy Saving and Improvement of
Energy Efficiency adopted by PJSC Rosseti (Minutes No. 222 of the Board meeting
dated 30 June 2014) and Environmental Policy of Federal Grid Company (Minutes
No. 230 of the Board meeting dated 03.10.2014). The Company implements the
decision of its Board of Directors to put in place the system of environmental
management as a voluntary mechanism of environmental responsibility, and obtain
a certificate of compliance with the international standard ISo 14001:2004. The
Company completed a set of actions that would help to embrace all its branches
in one environmental protection framework in accordance with the international
standards. An independent audit of the Company’s environmental management
system was completed.
187
2014
2015
Reputation risks
the Company follows clearly formulated principles of corporate social
responsibility, given its impact on the national economy, environment and the
society. Particular attention is paid to implementation of charitable, social and
environmental programmes most of which are long-term ones.
Risk Description/Factors
Factors that affected risk assessment
Risk Management Actions
Risk Materialisation
Political risk factors in 2015 were
minor for the Company because
political stability was maintained.
The most significant economic
risk factors were related to the
deterioration of macroeconomic
fundamentals (GDP, inflation,
unemployment and others).
Lower oil prices, depreciation of the Ruble exchange
rates to the main foreign currencies and economic
sanctions against the Russian Federation resulted in
the higher relevance of the overall economic risk.
Risks related to the political and economic situation in the country fall in the group
of risks that the Company cannot manage or influence.
Market situation deteriorated due to other
factors; electricity consumption declined,
followed by the lower demand for the
Company’s services.
RISK
FACtORS
CONtROL
SYStEM
Risk
(Risk Disclosing Unit)
Risk assessment and changes
in the risk relevance 2014/2015
CoUNTRY AND REGIoNAL RISKS
5. Risks related to the political and
economic situation in the country
and region
(Strategic Development
Department)
Political factors
2014
2015
Economic factors
2014
2015
188
189
6. Risks related to the geographical
characteristics of the country or
region, including an increased risk
of natural disasters and possible
discontinuation of transport
services
(Strategic Development
Department)
2014
2015
Federal Grid Company manages a
unified national electricity grid on
the larger territory of the Russian
Federation. It has a distributed
network of structural units, and
its assets are located on the
whole territory of the Russian
Federation. Therefore, risk factors
for the Company are weather,
climatic, seismic and other nature
conditions.
the Company takes these factors into account
when it plans and constructs grid facilities, takes
decisions about protection tools, location of repair
facilities, distance of facilities from the repairs units,
and possible impact of natural phenomena on these
facilities.
Federal Grid Company operates in compliance with the Unified Technical Policy
of the Electric Grid Complex that was approved by the Board of Directors of
JSC Rosseti (Minutes No. 138 dated 23 october 2013). The aim of the Unified
technical Policy is to identify the key technical areas that enhance the electric
grid complex’s reliability and efficiency in the short and medium terms with an
appropriate industrial and environmental safety based on innovative principles that
provide non-discriminatory access to electric grids for all market participants. This
includes:
• An increased number of off-road vehicles and use of air drones in the process of
operating the overhead lines and arranging post-accident inspections
• Higher readiness for repair and recovery works
Equipment outages and technological
disruptions caused by weather, climatic,
seismic and other nature conditions did
not exceed the estimated levels.
CONtROL
SYStEM
Risk
(Risk Disclosing Unit)
Risk assessment and changes
in the risk relevance 2014/2015
FINANCIAL RISK
7. Financial risk
(Treasury and Corporate Finance
Department)
2014
2015
190
RISK
FACtORS
Risk Description/Factors
Factors that affected risk assessment
Risk Management Actions
Risk Materialisation
–
This risk is related to possible
losses and/or the Company’s
inability to meet its obligations in
full due to the following factors:
• CBR’s monetary policy
• Exchange rate fluctuations
• Changes of interest rates
• Inflationary pressures
• The Company’s restricted access
to equity or debt financing
The risk materialised in terms of higher
interest rates that affected the average cost
of debt for the Company
The Company is implementing an Action Programme (“road map”) to ensure
financial sustainability and enhanced economic efficiency of Federal Grid
Company in 2014–2015, including a package of anti-crisis actions approved by the
Management Board (Minutes No. 1263 dated 10 october 2014). The goals of this
Programme are to achieve the best balance between objectives of the Company’s
investment growth, the level of its shareholder value and profitability; ensure
financial sustainability; and conduct efficient and high-performance business
operations.
the Company developed and implemented actions that are included in the
programmes and have an impact on the outcomes of the Company’s operations.
These include:
• Investment Efficiency Programme which envisages a reduction of investment
costs
• Programme for Substitution of Imported Equipment, Technologies, Materials and
Systems for 2015–2019.
191
• Maintenance and Repair Costs Efficiency Programme
• Payroll Efficiency Programme
• Programme for Improving Efficiency of Technological Connection to Federal
Grid’s Electric Grids and Increasing Utilisation Ratio of Transformer Capacities.
The Company also implements other actions to minimise the financial effect of the
abovementioned factors:
• It continuously monitors and manages risks related to changes of the regulatory
framework (this is done by departments of finance and economy);
• It takes actions to improve management of the Company’s working capital
and ensure profit from cash flow, including via stronger financial discipline
of counterparties. The Company also implements its policy which envisions
gradual reduction of advances paid to contractors;
• Federal Grid Company handles claims and bad debt recovery, and manages
accounts receivable in order to reduce overdue accounts receivable or prevent
their accumulation by counterparties;
• the Company drafts proposals for the federal executive authorities on how to
change the process of calculation of fines for untimely fulfilment of contractual
obligations;
• The Company conducts negotiations with entities that provide cross-border
electricity transmission services (Kazakhstan, Belarus, the Baltic countries). The
aim of these negotiations is to achieve an agreement not to increase the cost of
transit due to exchange rate changes and synchronise the parameters of tariff
indexation between the countries;
• The Board of Directors established a foreign currency limit on FX transactions in
order to control operations in foreign currency;
• The Company takes actions to obtain various forms of government support
(allocations from the National Wealth Fund, budget allocations via federal
targeted programmes, loans and guarantees via investment projects support
programmes implemented on the basis of project financing and others).
CONtROL
SYStEM
Risk
(Risk Disclosing Unit)
Risk assessment and changes
in the risk relevance 2014/2015
8. Legal risks
(Rules and Regulations Directorate,
Legal Department)
2014
2015
192
2014
2015
9. Risk of loss of business
reputation
(External Communications and GR
Department)
2014
2015
Risk Description/Factors
Factors that affected risk assessment
Risk Management Actions
Risk Materialisation
the factor that affected the changed assessment
of the risk related to the liability of customers for
the untimely payment for services was the passage
of Federal Law No. 307-FZ dated 3 November
2015 “On Amending Several Laws of the Russian
Federation in the Context of Strengthening of
Payment Discipline of Users of Energy Resources.”
–
these are risks related to changes
in legislation and to regulation of
Federal Grid’s operational areas,
including but not limited to:
• Relations with other owners of
UNEG facilities;
• Calculation of the justified
value of maximum capacity for
technological connection of
applicants;
• The procedure for defining the
declared capacity to be used
for setting of the electricity
transmission tariffs and
calculation of service costs;
• technological connection to
the Company’s facilities having
voltage below 110 kW;
• Coordination of electricity market
participants’ programmes for
development of the electric
power industry in the longer
term;
• Customers’ liability for the
untimely payment for services;
• Relations with the third parties
in technological connection.
Risks related to public law and
pertaining to:
• Changes of court practices on
issues related to the Company’s
operations
• Balance of interests with other
entities operating in the electric
power industry
Risk related to lower efficiency in
communication with stakeholders
and lower level of the Company’s
transparency.
Information effect if other risks
materialise.
The Company continuously contributes to the drafting of rules and regulations at
the federal level, takes part in the work of inter-ministry panels on the regulation of
the electric power industry, and co-operates with the relevant committees of the
Federal Assembly of the Russian Federation. The following actions were taken in
the reporting year as part of this work:
• Federal Grid Company drafted proposed amendments to the Federal Law
“on Electric Power Industry” (about relations with other owners of UNEG) and
submitted them to the Russian Ministry of Energy.
• Federal Grid Company drafted proposed amendments to the rules and
regulations on the establishment of a procedure for the calculation of declared
capacity including for regional grid organisations that purchase services from
Federal Grid Company
• Federal Grid Company and the Ministry of Energy drafted and promoted
proposed amendments to laws and regulations. These amendments will provide
for exceptional cases of technological connection of the customers’ power
receivers to electric grid facilities having voltage below 110 kV
• Federal Grid Company drafted proposed amendments to laws and regulations
and submitted them to the Ministry of Energy. The proposals pertain to the
procedure whereby a grid organisation settles relations with the third parties in
technological connection.
• Federal Grid Company co-operated with the Ministry of Energy, Federal Anti-
Monopoly Service and the State Duma Committee for Energy in order to include
the Company’s proposals in the bill No. 348213-6 “on Amending Several Laws of
the Russian Federation in the Context of Strengthening of Payment Discipline of
Users of Energy Resources.”
the Company monitors the key trends in court practices pertaining to its main
operational areas. In the reporting period, there were no changes in the court
practices on issues related to Federal Grid Company’s core business that could
have a significant adverse effect on its performance and on the outcomes of court
trials in which the Company is a party.
The Company’s information policy is targeted at the efficient disclosure of
mandatory and additional information that helps to raise information openness
and transparency of relations between the Company and its shareholders,
creditors, prospective investors, professional participants of the securities market,
government bodies, the media and other stakeholders. The Board of Directors
(Minutes No, 280 dated 24 August 2015) approved a new version of the corporate
Information Policy which takes into account the requirements of the Russian
Corporate Governance Code.
The Company’s internal rules and regulations on information exchange help to
mitigate the cost of these risks if they materialise.
–
_
RISK
FACtORS
193
CONtROL
SYStEM
Risk
(Risk Disclosing Unit)
Risk assessment and changes
in the risk relevance 2014/2015
10. Strategy risk
(Strategic Development
Department)
2014
2015
11. Execution risk related to the
Import Substitution Programme
(Department for the Development
of technologies for the
Manufacturing of Electrical
Equipment)
2014
2015
194
Risk Description/Factors
Factors that affected risk assessment
Risk Management Actions
Risk Materialisation
RISK
FACtORS
Strategy risk factors are related
to losses that the Company might
incur because of mistakes in taking
decisions about the strategy of its
operations and development.
–
Execution risks related to the Import Substitution
Programme became more relevant in 2015
because external environment further deteriorated,
additional sanctions were imposed on the Russian
Federation by some countries, and Russia imposed
countersanctions.
• Limited or impossible
procurement of electrical
products (caused by legislative
restrictions or ban on import
to Russia either by foreign
countries or by the Russian
Federation); refusal of foreign
producers to co-operate with
the Russian companies;
domestic producers do not
have the required technology,
equipment and competencies
for manufacturing electrical
products that would meet the
present-day requirements)
• Increased prices on electrical
products due to adverse external
factors (Ruble depreciation
against the main currencies;
foreign producers’ discriminatory
policy toward Russian
customers; absence of Russian
analogues of foreign equipment;
or strong dependence of their
manufacturing processes on
imported equipment, inputs and
spare parts)
–
In Q4 2015, due to Russian sanctions
against turkey, Russia strengthened the
customs control procedures for turkish
goods including spare parts for the
manufacture of electrical equipment. This
increases the risk of delayed delivery of
electrical equipment with these spare parts
to the Company’s facilities.
195
The goals of the Company’s strategic development are outlined in its Long-Term
Development Programme for 2015–2019, which was approved by the Board of
Directors (Minutes No. 243 dated 22 December 2014). The Programme has been
coordinated with the Ministry of Energy and Ministry of Economic Development,
and approved by the Expert Council at the Government of the Russian Federation.
Advantageous development area for the electric energy industry as an industry of
production infrastructure and electricity transmission via backbone electric grids
are identified with participation and control of the government bodies.
Federal Grid Company and the System Operator draw up an annual Scheme
and Development Programme for UES of Russia. The Scheme and Programme
identifies, for seven years, the key development areas for the backbone grid in
accordance with the projected volumes and location of generating sources and
load units. The Scheme and Programme are approved by the Ministry of Energy.
The Company drew up and approved (Directive No. 820r dated 29 December
2014) execution risk management actions related to the Programme for Import
Substitution of Equipment, Technologies, Materials and Systems for 2015–2019.
These actions include:
• Establishment of priorities for implementation of the Company’s investment
projects
• Changes in the bids documentation and standard delivery contracts in order to
use fixed prices for the calculation of prices for electrical products, and include
clauses about mandatory hedging of currency risks in the delivery period
• Adjustments in the Company’s technical policy and main technical and
project decisions in order to increase the number and range of domestically-
manufactured electrical products at the Company’s facilities;
• transition to the centralised procurement of the main groups of import-
substituted electrical products
• Long-term delivery contracts with the Russian producers and those foreign
companies that localise production in the Russian Federation
• Centralisation of procurement of the main electrical equipment and an increased
share of Russian-made electrical equipment procured for the Company, in
compliance with the applicable legislation
• Encouragement of innovative development of domestic producers of electrical
equipment
• Communication with the federal, regional and municipal authorities in order to
ensure support of domestic producers of electrical equipment
CONtROL
SYStEM
Risk
(Risk Disclosing Unit)
Risk assessment and changes
in the risk relevance 2014/2015
12. Operational and technological
risk
(operational and Technological
Management Department)
2014
2015
196
Risk Description/Factors
Factors that affected risk assessment
Risk Management Actions
Risk Materialisation
–
this risk is related to high physical
wear and obsolescence of
electricity grid assets, violations of
service conditions and operational
regimes of electric grid equipment,
damages of equipment, wrong
performance of relay protection of
automatic controls and automatic
emergency response system, the
use of inefficient and obsolete
technologies and failure to
implement the repairs programme
in full.
System-wide interruptions in
performance and failures to supply
electricity to customers, either
due do equipment failures or to
natural disasters could eventually
cause significant economic
and reputational losses for the
Company.
Besides, they could affect the
volume of losses in its electric
grids.
–
Federal Grid Company operates in accordance with the regulation on the Unified
Technical Policy in the Electric Grid Complex. The aim of its implementation is
to enhance the electric grid complex’s reliability and efficiency in the short and
medium term with an appropriate industrial and environmental safety based on
innovative principles of development.
Implementation of the corporate Investment Programme includes projects that aim
to achieve the following goals:
• Reduce the degree of wear of fixed assets
• Renovate electric grid facilities
• Ensure delivery of capacity by power plants and reliability of cross-regional
electric power exchanges
• Upgrade switchgear equipment; upgrade and develop automated process
control systems
• Improve grid manageability and observability
• Clear the routes for overhead transmission lines (ohTLs)
• Improve energy efficiency
• Expand the pool of backup electric power sources, vehicles and special-purpose
machinery for post-accident repairs
• Implement an action plan to prevent an increase of accident rate at high-voltage
lines and substations.
Moreover, the Company implements the following actions toward mitigation of
operational and technological risks:
• Maintains the existing number of repair employees that provide maintenance
and repair of substations and high-voltage lines
• Signs contracts for the servicing of substation equipment with the producers of
electrical equipment
• Educates, oversees and certifies employees who operate process equipment
• Conducts emergency response drills and onsite inspections in the Company’s
branches
• Implements the Property Insurance Coverage Programme
• Oversees operational and technological risks via technical oversight and
maintaining the quality of construction control which is exercised by the
Technical Supervision Centre as Federal Grid’s branch
• Maintains primary equipment at UNEG substations and high voltage lines,
as well as auxiliary equipment at UNEG substations, in a working order in
accordance with the regulatory requirements for maintenance and repair
• operations of permanent duty teams in the Company’s branches. These teams
are to conduct emergency and recovery work at the grid facilities. Besides,
the Company establishes emergency reserve of equipment in order to ensure
reliable operations of UNEG facilities in cases of disruptions in the electric grids
due either to equipment failures or the aftermath of natural disasters or other
emergency situations.
RISK
FACtORS
197
CONtROL
SYStEM
Risk
(Risk Disclosing Unit)
Risk assessment and changes
in the risk relevance 2014/2015
13. Investment risk
(Investment Planning and Reports
Department)
2014
2015
198
Risk Description/Factors
Factors that affected risk assessment
Risk Management Actions
Risk Materialisation
–
Failure to meet the parameters of
the Investment Programme which
is approved by the Ministry of
Energy and taken into account in
tariff decisions results in a decline
of gross revenues when tariffs
are adjusted for the upcoming
period of regulation (in accordance
with the RAB-based regulation
methodology).
Rules of Approval of Investment
Programmes of Electricity Sector
Facilities with State Participation,
and Grid organisations” (included
in Resolution No. 247 of the
Government of the Russian
Federation (dated 29 March 2014)
became effective. These Rules
may expose the Company to risks
because facilities that are not
included in the regional plans may
be excluded from this Investment
Programme.
the Company has developed and is implementing the following programmes in
order to mitigate the abovementioned risk factors:
• Investment Efficiency Programme (reduction of investment costs)
• Programme for Substitution of Imported Equipment, Technologies, Materials and
Systems for 2015–2019
• Programme for Improving the Efficiency of Technological Connection to Federal
Grid’s Electric Grids and Increasing Transformer Capacity Utilisation.
Besides, the Company implements measures toward fulfilment of an Action Plan
(“road map”) to establish and develop mechanisms of public control over natural
monopolies (in which the power consumers will take part), as approved by Directive
No. 1689-r of the Government of the Russian Federation (dated 19 September 2013).
the Company implements an anti-corruption policy in order to avoid exposures
to fraud in procurement during implementation of the Investment Programme;
actions are taken to assess the good faith and reliability of counterparties.
–
RISK
FACtORS
199
SECURItY
• Protection of information assets of Federal
Grid Company, ensuring smooth operation
of corporate systems, server and network
resources
Managing Integrated Security
In 2015, along with measures aimed at protecting
energy facilities against terrorism, providing
them with security equipment and optimal physical
security, measures were implemented to maintain
an integrated automated security management
system. In this regard, work was performed under
the direction and supervision of the Security Unit
on arranging tendering procedures for maintenance
and technical support of the integrated automated
security management system within the limits of
financing in MES South, MES East, MES Centre and
MES North-West.
201
CONtROL
SYStEM
Ensuring Security
In 2015, the Board of Directors resolved to adopt an
Integrated Security Policy of Federal Grid Company
(Minutes No. 269 dated 29 June 2015). The Policy
sets goals, objectives and principles of the following
areas of Federal Grid’s activities:
• Scheduled plans for organisational and technical
measures were approved for preparing integrated
security systems of MES North-west, MES Volga,
MES Ural, MES South and MES Centre for 2018
FIFA World Cup and 2017 FIFA Confederations Cup.
• Protecting against terrorism and crime
• Economic security
• Information security
• Managing integrated security
200
In the reporting year, the main efforts of the Security
Unit of Federal Grid Company were aimed at
implementing an Integrated Security of Federal Grid,
instructions of the Russian Ministry of Energy and
PJSC Rosseti.
Protecting against Terrorism
and Crime
The main objective in this area is to improve a
management system of security units and enhance
the efficiency of anti-terrorist security of UNEG
facilities.
In this regard, documents were developed regularly
for the discussion of challenging issues of secure
operation of electric grid facilities at the meetings
of the Security Council of Russia, National Anti-
terrorism Committee, meetings of the working group
of the Russian Ministry of Energy.
In 2015, the Security Unit performed a considerable
amount of work to ensure protection of energy
facilities against terrorism and crime, including
categorisation of facilities and interaction with law
enforcement agencies.
• Methodological support and joint security
inspections of energy facilities of MES branches –
North-west, Centre, South, Volga and East
• optimisation and reduction by 10% of expenses for
facilities’ protection
Economic Security
the main efforts of the Security Unit together with
security units of MES branches and subsidiaries
were focused on early identification and prevention
(localisation) of threats and risks that could cause
the most serious financial and image damage to the
Company.
• A series of audits were conducted to identify
overpricing for goods, works and services supplied
to the Company
• to ensure control of tender procedures and
contract work, 511 checks of legal entities and
individuals were made before signing contracts,
258 document sets related to the above procedures
were reviewed
• the Security Unit actively implemented measures
to protect the Company’s interests with respect to
debt recovery under the enforcement proceedings:
in 2015, 69 writs of execution were received
to recover the debt for the total amount of
RUB15.728 billion from 28 companies; as a result
of the work performed, the Company received
RUB 9.6 billion.
Information Security
the work on ensuring information security was
performed in accordance with the approved
Integrated Security Plan, instructions and orders of
the Federal Grid leadership and the Russian Ministry
of Energy in the following two areas:
• Protection of information and process
management systems at facilities of the electric
grid complex – cybersecurity of automated process
control systems (APCS)
CONtROL
SYStEM
ANtI-CORRUPtION
ACtIVItIES
Comprehensive Implementation
of Anti-Corruption Policy
Fighting corruption is among the priority tasks of the
Long-term Development Programme of Federal Grid
Company.
Principles and Tasks
of Anti-Corruption Policy of Federal
Grid Company
During 2015, the Company has continued to improve
its anti-corruption activities, taking into account
recent changes in anti-corruption legislation, and
the most important event of the beginning of the
year – Federal Grid’s joining the Anti-Corruption
Charter of the Russian Business and its inclusion in
the Consolidated register of parties to the Charter
(Certificate No. 2041 dated 13 March 2015).
the anti-corruption policy is an element of the internal
control and risk management system of Federal
Grid Company and provides a set of measures to
establish rules, procedures, organisational structure
and corporate culture aimed at preventing corruption
and reducing reputational risks and risks of imposing
penalties and sanctions to the Company for bribery of
officials.
202
In the reporting year, we developed a new version of
the Anti-corruption Policy of Federal Grid Company,
which was later approved by the Board of Directors
(Minutes No. 280 dated 24 August 2015).
the principles and tasks set out in our Anti-Corruption
policy are in line with the best Russian and
international anti-corruption standards.
▶ Improvement of the anti-corruption management system
Department
of Operational Control
and Compliance
Internal Control
Director
Board of Directors
over the implementation of measures for
In order to enhance the efficiency of control
preventing and combating corruption, the
Audit Committee of the Board of Directors
has been included in the anti-corruption
management structure
Central Commission
for Compliance with
Ethical Standards
and Conflict
of Interest Resolution
Commission of
branches, subsidiaries
and associates for
Compliance with Ethical
Standards and Conflict
of Interest Resolution
Audit Committee
Chairman
of the Management
Board
General Directors of
branches, subsidiaries
and associates
Persons in charge for
implementing
anti-corruption measures
in branches, subsidiaries
and associates
main principles
main tasKs
• Full compliance of Anti-Corruption Policy with applicable
legislation and generally accepted rules
• Zero tolerance towards corruption in all its forms and
manifestations that includes an absolute prohibition
for managers and employees to participate in corrupt
practices
• Strict observance of rights and legitimate interests
of employees, partners and counterparties when
implementing anti-corruption measures
• A «tone at the top» set by senior managers and directors
when creating a culture of zero tolerance towards
corruption and building an anti-corruption system
• Employee involvement in the design and implementation
of anti-corruption standards and procedures
• Proportionality of anti-corruption procedures and
corruption risks
• Liability for corruption of all employees irrespective of
their position, length of service or other conditions
• to ensure compliance with the requirements
of Article 13.3 of the Federal Law «on Anti-
Corruption» and other laws and regulations in
the anti-corruption area
• to perform compliance control, including anti-
corruption compliance control
• To establish an effective legal mechanism to
prevent and fight corruption
• To establish an effective mechanism for
implementing measures to prevent and fight
corruption
• to prevent corrupt practices and to ensure
liability for corruption offences
• To build awareness and uniform
understanding among employees,
shareholders, members of the governing and
control bodies, partners and counterparties
of the Company’s position of zero tolerance
towards corruption in all its forms and
manifestations
• Continuous control over, and regular monitoring of,
the effectiveness of anti-corruption standards and
procedures
• To minimise the risk of the Company’s
involvement in corrupt activities
Focus Areas of the Anti-Corruption
Policy Implementation in 2015
Regulatory framework development
to improve our anti-corruption regulatory framework,
we have introduced the following changes therein in
the reporting year:
• The Regulations “on exchanging business gifts
and on reporting by employees of the Executive
office on all gifts received in connection with their
official position or performance of official duties, on
handing over and evaluation of gifts, their disposal
(repurchase) and entering proceeds to an account”
were approved by the Administrative order of Federal
Grid Company No. 347 dated 26 August 2015
• Similar regulations were approved in branches and
subsidiaries of Federal Grid
• Working committees of the Company’s Executive
office and branches were created to decide on the
necessity to dispose or otherwise use business
gifts to support the Federal Grid’s activities
• the Administrative Order of Federal Grid Company
“on Approval of Regulations on Conflicts of
Interest Resolution” No. 207 dated 25 April 2014
was amended in accordance with the Federal Law
No. 285-FZ dated 05 october 2015
employee training and development
Employees of the Department of operational Control
and Compliance (DoC&C) refresh and update their
professional knowledge and skills regularly. Due to
the high level of professionalism, the Department
leadership team is included in the Anti-Corruption
Expert Council on the Chamber of Commerce and
Industry of the Russian Federation.
203
CONtROL
SYStEM
ANtI-CORRUPtION
ACtIVItIES
INFORMAtION
POLICY
204
In 2015, the DoC&C employees received training on
various topics, including:
Evaluation of the effectiveness of the
Anti-Corruption policy – annual employee survey
results
• Meeting the requirements of the Russian
and international legislation with regard to
anti-corruption in organisations
• Meeting the requirements and practical application
of the Russian procurement legislation
• Internal audit and anti-fraud activities
• Creating a system of compliance control and
corruption risk management
In addition, a number of training videoconferences
were conducted for the staff of the Executive office
and branches devoted to anti-corruption activities
and transparency of the Company’s business.
Anti-corruption control and corruption
risk management
In order to exercise a risk-based approach to the
implementation of the Anti-Corruption Policy in
Federal Grid Company, a Corruption risk map and
Matrix of corruption risks and anti-corruption control
procedures were developed in accordance with the
procedures and techniques of Federal Grid’s internal
control and risk management system.
to minimise corruption risks, a series of anti-
corruption control procedures were conducted in
2015, including:
• Submission of a monthly report on the contracts
made, including the chain of ownership of
counterparties, to the Russian Ministry of
Energy, the Federal Financial Monitoring Service
(Rosfinmonitoring) and the Federal Tax Service of
Russia
• Anti-corruption review of documents under 13,846
transactions, including procurement procedures,
followed by specific actions aimed at preventing
and/or compensating losses and missed profit
under these transactions
• Review of documents submitted to receive
charitable assistance, as well as monitoring of the
3% 7% in the Executive office
increase in the number of employees who assess the
Anti-Corruption policy as effective compared to 2014
2% 7% in the Executive office
increase in the number of employees who are ready to
report corruption
9%
increase in the awareness of where to refer in case an
employee becomes aware of possible corruption acts
use of funds allocated to 55 organisations in the
amount of more than RUB48 mln
• Anti-corruption review of 6,325 organisational and
administrative documents and their drafts in the
Company’s Executive office and branches
• Declaration of conflicts of interest by the
Company’s management team with the follow up
check of more than 5 thousand declarations, as
well as the work on detecting conflicts of interest,
settlement of pre-conflict situations and resolution
of conflicts of interest in the Company
• Monitoring transactions for conflicts of interest,
timely receipt of information about changes in the
chain of ownership of counterparties, as well as
the inclusion of an anti-corruption clause and other
mandatory conditions in contracts
• Monitoring of the Company’s requests for
payment under bank guarantees due to the failure
of its counterparties to perform their contracts
obligations. In 2015, 293 requests were submitted
for the total amount of RUB22.5 billion
transparency for all stakeholders
Declaration of commitment
to transparency principles
disclosure principles
of federal grid company
Information policy of Federal Grid Company is aimed
at ensuring the Company’s effective interaction with
shareholders, investors and other stakeholders,
achieving the full realisation of their rights to receive
relevant and reliable information required for taking
informed investment and management decisions.
Federal Grid avoids a formalistic approach to
disclosure and goes beyond strict compliance with
applicable legislative requirements. The Company
strives to provide stakeholders with all material
facts and events related to its activities as soon
as practicable using various disclosure forms and
channels, primarily electronic.
when providing information, the Company maintains
a reasonable balance between its own and
stakeholder interests, including restrictions on access
to insider information and trade secrets.
New Regulations on Information
Policy
In 2015, in accordance with the Action Plan (‘road
map’) on implementing key provisions of the
Russian Corporate Governance Code, we developed
a new version of the Regulations on Information
Policy of Federal Grid Company that was approved
by the Board of Directors (Minutes No. 280 dated
24 August 2015).
In compliance with the Code recommendations, the
Regulations set a list of additional information, which
the Company undertakes to disclose beyond that
which is statutorily required. It includes, among other
• Regularity
• Consistency
• timeliness
• Availability, reliability, completeness and
comparability of disclosures
things, information on the corporate governance
system, work of the governing bodies, capital
structure, financial activities and financial position of
Federal Grid.
The Chairman of the Company’s Management Board
is responsible for the completeness and accuracy of
the information disclosed, ensures procedures for
the preparation, approval, control of content and time
frames of disclosures, appropriate document storage
system, functionality and safety of information
resources. The Board of Directors is responsible
for monitoring compliance with the Company’s
information policy.
The full text of the Regulations on Information
Policy of PJSC FGC UES is available on our
website www.fsk-ees.ru, section Company /
corporate_governance / corporate_documents /
Details on the Company’s compliance with the
information policy are available in paragraphs
6.2 and 6.3 of the Report on the Company’s
compliance with principles and recommendations
of the Corporate Governance Code in Appendix 3
to the Annual Report
205
DISCLoSURE
INFORMAtION
POLICY
what does transparency mean
to federal grid company
in the context of the long-term
development programme?
206
“First of all, transparency is the norm for such a
large public infrastructure company as Federal Grid.
Of course, we strive to ensure that our operations
are transparent and predictable for the State, our
customers, shareholders, suppliers, contractors and
other stakeholders.
this fully applies to priorities of the Long-term
Development Programme and its implementation.
Particularly as our Company is progressing. Today,
our Company provides uninterrupted electricity
supply, high quality services and competitive
conditions for the industry, military industrial
Dmitry Klokov
Director of external Communications –
Head of external Communications and
Government Relations Department
complex and other consumers who connect directly
to UNEG. Since it has become our long-term priority,
we deliver relevant information to all stakeholders.
Moreover, measures were implemented by the Federal
Grid’s management that enabled us to strengthen the
Company’s financial position and achieve the best,
for the last four years, results for shareholders and
investors.
It is important to demonstrate what steps we had
taken and explain how Federal Grid plans to maintain
its positions in the future.”
Disclosure Channels
Federal Grid Company uses various disclosure
channels, primarily electronic, which ensure free,
easy, indiscriminate and free-of-charge access to
information for all stakeholders.
We regularly update our corporate website
www.fsk-ees.ru which sections contain both
mandatory and voluntary disclosures on all areas of
the Company’s business, information for shareholders
and investors, customers, suppliers, and employees,
the latest news and press-releases, financial
statements, annual reports and reports on sustainable
development. We ensure that the structure of our
website and its interactive tools facilitate quick and
easy search of necessary information.
In addition to publishing significant information on
its website, the Company discloses information on
the website of Interfax agency, on the home pages of
the Moscow Exchange, London Stock Exchange, and
in the print edition of Rossiyskaya Gazeta, as well as
disseminating price-sensitive information through the
RNS portal.
the Company pays a special attention to such
important tools for communication with its
shareholders, investors and other stakeholders as
annual and social reports. We strive to constantly
improve the quality of our corporate reports, combining
a clear structure and logic with the brevity and depth of
statements.
recognition – expert community evaluation of 2014 annual
report of federal grid c ompany
• Best Annual Report of a Company with
Capitalisation from 30 to 200 billion roubles
XVII Annual Report Competition organised by
the Expert RA rating agency
• Best Annual Report in the Electric Energy Sector
• Best Annual Report of the Industry (infrastructure)
• Best Presentation of Company Strategy and
Investment Attractiveness in an Annual Report
• Best E-Annual Report (III position in the nomination)
XVIII Annual Report Competition orginised by the
Moscow Exchange and RCB Media Group
• Best Annual Report in Non-Financial Sector
XII Open Annual Report Competition organised by the
Administration of Krasnodar Krai
207
Public Relations
Federal Grid Company closely engages with
stakeholders on a regular basis, including government
authorities, public organisations and Mass Media.
To implement the Company’s policy in this area,
a Department of External Communications and
Government Relations has been created and operates
actively in various areas, including engaging with
Mass Media and stakeholders, arranging specific
events and projects aimed at promoting activities of
the backbone grid complex. PR projects of Federal
grid Company are implemented within the framework
of the Unified Information Policy of PJSC Rosseti.
Communications with Mass Media
and Public Organisations
During 2015, the Company actively engaged with
Mass Media. In January, the Chairman of the Federal
Grid’s Management Board, Andrey Murov, gave an
interview to the newspaper Vedomosti, where he
spoke about the Company’s activities in a changing
macro-economic environment and main directions for
the future development.
As part of the Company’s participation in 2015
St. Petersburg International Economic Forum, the
Chairman of the Federal Grid’s Management Board
gave interviews to the tV channel Russia 24 and the
radio stations Kommersant FM and Business FM.
Andrei Murov told about areas for the development
of the Federal Grid’s infrastructure in the regions, the
Company’s investment programme implementation
tools, as well as on the results of the Company’s
operations and measures aimed at maintaining high
level of reliability and development of the electric grid
complex of the Russian Federation.
In September 2015, the head of Federal Grid
Company, Andrey Murov, was elected a Chairman of
the Russian National Committee of the International
Council on Large Electric Systems (RNC CIGRE),
a leading international organisation in the field of
electric energy industry. And in November in Paris,
he met with the President of CIGRE Klaus Froehlich,
at which the parties discussed the extension of
participation of the Russian members in the work of
CIGRE and prospects of research in the field of global
electric energy industry.
DISCLoSURE
INFORMAtION
POLICY
INVEStOR
RELAtIONS
participation in forums and conferences
2015 St. Petersburg
International Economic
Forum
• Participation of the Federal Grid’s delegation in the Forum and holding
a number of meetings with the Russian and foreign partners
• The Chairman of the Management Board, Andrey Murov, spoke at the Panel
Session “The Russian Regions’ Growth Formula: Freedom to Experiment”
about the Company’s activities aimed at creating favourable conditions for
clients and for the development of the economy
the First Eastern Economic
Forum in Vladivostok
• The Chairman of the Federal Grid’s Management Board, Andrey Murov,
presented a vision of the region development prospects, the role of electricity
infrastructure in implementing key macroprojects and promoting the
industrial capacity growth
International Investment
Forum Sochi-2015
• Participation of the Federal Grid’s delegation in the Forum and discussion
of issues of infrastructure support of social and economic development of
southern regions of Russia
208
International Forum ENES
2015
• Signing of a Co-operation Agreement with the administration of Krasnodar
Krai
• The Chairman of the Federal Grid’s Management Board took part in the
meeting of ministers of BRICS and spoke on the development of the
electricity industry in Russia, manufacturing of electrical products, the
implementation by the member countries of joint projects in the electric grid
complex
Effective investor communication
channel
Federal Grid Company is a public company, one of
the top blue chips of the Russian energy sector. our
IR team maintains strong relationships with the
investment community.
The key objectives of the IR Team are to raise
awareness of the investment community and to
provide effective interaction therewith in order to
enhance investor confidence and increase demand
for the Company’s shares.
we consider an active dialogue with the investment
community to be important also for getting feedback
from this audience, to understand how certain
decisions may impact the investors’ assessment of
the Company.
IR Events
In June 2015, as part of preparations for the Annual
General Meeting of Shareholders, Federal Grid
Company’s management held a meeting with a
number of analysts from investment banks and
brokerage companies covering the Russian electric
energy sector. Following the meeting, the participants
agreed to maintain an active dialogue enabling
investors to receive all information on the Company’s
activities and the Company to get feedback from the
industry experts.
In 2015, Federal Grid’s management held a series
of one-on-one meetings with investors and analysts
from investment banks in line with the Company’s
«Meetings in such format have become a tradition
and enable the Company’s management to get
a direct feedback from the market experts, thus
improving the quality and efficiency of management
decisions»
Andrey Murov
the Chairman of the Management Board of Federal
Grid Company
policy on improving investment attractiveness among
the financial market participants.
During the reporting year, the Company’s IFRS
financial results for 2014 were presented by the head
of the financial unit through the conference call.
Following the publication of Federal Grid Company’s
IFRS results for the first half of 2015, the Company’s
management held a meeting with representatives of
major investment banks and investment companies,
thereby facilitating direct dialogue and providing
participants with the opportunity to discuss their
questions directly with top management of the
Company.
In December 2015, the Chairman of the Management
Board of Federal Grid Company, Andrey Murov,
together with the Company’s key unit heads, held a
business breakfast with the analysts and investment
community representatives to discuss the Company’s
performance in 2015, as well as mid-term plans.
There was a third meeting held in such format.
Further information on the IR events can be
found in section Shareholders and Investors / IR
releases of our website, www.fsk-ees.ru
The list of investment analysts monitoring the
Company’s performance is available in section
Shareholders and Investors / Analysts Coverage
of our website, www.fsk-ees.ru
209
Additional
information
KEY PERFOMANCE INDICATORS
DISCLAIMER
CONTACTS
GLOSSARY
DISCLoSURE
q&a session
some of the typical questions received from
investors and answers thereto
What is the impact of the Russian rouble exchange rate
volatility and a rise in interest rates on the Federal Grid’s
financial performance?
the current economic situation in Russia is
characterised by stable high volatility in foreign
currency exchange rates. Besides, there are
restrictions of access to foreign financial markets.
All this, of course, has an impact on the operations of
our Company, however this is not significant, and the
financial position of Federal Grid is stable. The main
impact of changes in exchange rates led to increased
costs for services on electricity transit through
foreign energy systems, which involve settlements
in foreign currency, as well as increased cost of
purchased imported equipment.
What are the forecasts for the Federal Grid’s operating
costs in 2016?
In accordance with the Directive of the RF Government
No. 2303p-P13 dated 16 April 2015, our Company
strives to reduce operating costs by at least 2–3%
annually. The Federal Grid’s Board of Directors
approved the Methodology for Calculation and
Evaluation of Key Performance Indicators for the
Federal Grid’s Senior Management, including a target
value for the reduction of unit operating expenses
(costs) in 2015 by at least 14.2% compared to 2014.
As of the end of the reporting year, we have managed
to achieve reduction in specific operating costs by 24%
While implementing the task set by the Government
of the Russian Federation, and in accordance with
our business plan, by the end of 2016, we intend to
reduce unit operating costs by at least 41% compared
to 2012, and by 2020 – by 51.9%.
210
▶ 2016 Investor Calendar
Date
25 February
17 March
on or before 30 April
on or before 30 May
29June
on or before 29 July
on or before 29 August
on or before 28 october
on or before 29 November
Event/Location
2015 Annual Results (RAS)
FY 2015 Financial Results (IFRS)
Q1 2016 Financial Results (RAS)
Q1 2015 Financial Results (IFRS)
Annual General Meeting of Shareholders
h1 2016 Financial Results (RAS)
h1 2016 Financial Results (IFRS)
Q3 2016Financial Results (RAS)
Q3 2015 Financial Results (IFRS)
December
Annual meeting of the Company’s Management with the investment community/ Moscow
Investor Calendar is available and updated regularly on our website www.fsk-ees.ru in section Investor /
Investor Calendar
ir team contacts
phone: 8 (800) 200-18-81
fax: +7 (495) 710-96-41
egor toropov
phone: 8 (800) 200-18-81, доб. 2275
e-mail: toropov-ev@fsk-ees.ru
Alexey Novikov
phone: 8 (800) 200-18-81, доб. 2143
e-mail: novikov-as@fsk-ees.ru
ADDITIoNAL
INFORMAtION
Key Perfomance Indicators
KEY PERFOMANCE
INDICAToRS
2011
2012
2013
2014
2015
Change
2015/2014
2016,
plan
2011
2012
2013
2014
2015
Change
2015/2014
2016,
plan
Financial Indicators
Revenue
Cost
RUB mln
138,137
138,836
155,352
168,941
173,266
2.6%
205,795
RUB mln
85,390
108,213
124,783
132,459
134,938
1.9%
142,515
Adjusted EBITDA
RUB mln
84,683
82,809
96,296
99,603
103,667
4.1%
102,851
Profit (loss) before tax
RUB mln
11,444
–14,270
–17,672
14,338
27,884
94.5%
48,344
Net profit (loss)
RUB mln
–2,468
–24,532
–25,898
5,137
17,870
247.9%
32,750
Adjusted net profit (loss)*
RUB mln
33,687
13,383
16,758
13,831
20,345
47.1%
40,653
Adjusted net profit per
share
RUB
0.0268
0.0106
0.0132
0.0109
0.0160
47.1%
0.0319
Credit portfolio
RUB mln
105.0
177.5
282.4
257.8
274.6
6.5%
262.5
Unit incident rate
Number of process
disturbances caused by
human errors
Actual implementation of
the investment programme
Average level of customer
satisfaction with
technological connection
services
Accident frequency rate
per 1,000 persons
Tax payments to budgets
of all levels
units
units
2.53
56
2.24
37
1.90
1.57
1.23
–21.7%
20
18
16
–11.1%
RUB bn
184.7
179.9
149.7
90.9
85.9
–5.5%
99.0
points
9.3
8.9
9.3
8.6
9.07
0.47 point
0.025
0.028
0.032
0.008
0.018
125%
RUB mln
15,741
9,980
13,082
20,156
26,171.6
29.8%
28,799
Market Capitalisation
RUB mln
351,163.1
253,904.89
114,600.23
56,110.77
74,861.09
33.4%
–
Environmental costs
RUB mln
155
142.5
206.7
225.8
248.3
10%
212
213
Financial benefit of
measures implemented
within the Energy Saving
and Energy Efficiency
Programme
RUB mln
148.1
208.5
114.5
113.6
60.3
–46.9%
64.7
%
%
%
total Shareholder Return,
tSR
Return on equity
Return on net assets
Financial leverage
Non-Financial Indicators
–23.4
–32.2
–56.4
–50.5
28
78.5 pp
4.09
3.95
0.22
1.57
1.58
0.32
1.97
1.99
0.44
1.63
1.62
0.44
2.34
2.30
0.43
931
139.1
0.71 pp
0.68 pp
–2.3%
0.8%
0.2%
Number of substations**
units
854
891
919
924
Length of electricity
transmission lines***
thousand
km
124.6
131.6
135.1
138.8
transformer capacity of
substations including
leased substations
MVA
322,533
334,797
332,009
332,133
334,501
0.7%
Declared capacity
Mw
90,937
90,492
91,398
90,887
87,920
–3.3%
Electricity supply to
customers
Electricity losses within
UNEG
mln kwh
509,287
517,131
519,983
515,250
525,769
2.04%
525,244
mln kwh
22,553
21,946
22,262
21,261
23,478
10.4%
21,667
* Including leased facilities, open switchgears and cells at substations of other owners.
** Including leased transmission lines.
*** Excluding accrual/reversal of provisions.
ADDITIoNAL
INFORMAtION
Disclaimer
This annual report (hereinafter – the Annual Report)
was prepared based on information available to
Federal Grid Company and its subsidiaries and
associates at the time this Report was compiled.
the Annual Report includes, among other things,
statements regarding the Company’s future
operations based on management’s current
forecasts and assessments. There are a number
of objective factors that could cause actual results
to differ materially from the above forecasts and
assessments.
“assume”, “may”, “could be”, “will be”, “continue” or
similar words and expressions or variation thereon.
By their nature, forward-looking statements
involve risks and uncertainties, both general and
specific, that may cause the relevant assumptions,
forecasts, projections and other forward-looking
statements do not materialise. In view of the
above risks, uncertainties and assumptions, the
Company cautions that its actual results may differ
materially from those expressed or implied in such
forward-looking statements.
the Annual Report contains certain forward-looking
statements regarding business operations, economic
and financial indicators of the Company, its business
plans, projects and expectations. The Annual Report
may also contain estimates of price changes,
production and consumption volumes, costs,
expenses, development prospects and other similar
factors, as well as forecasts on industry and market
development, beginning and end dates of certain
projects of the Company.
Such forward-looking statements can be identified by
the use of the terminology such as “intend”, “strive”,
“project”, “expect”, “estimate”, “plan”, “anticipate”,
these statements are neither promises nor
guarantees, and the Company shall not be
liable for any losses incurred by legal entities
and individuals who relied on forward-looking
statements. Such forward-looking statements
represent, in each case, only one of many possible
scenarios and should not be viewed as the most
likely scenario.
Except as required by applicable legislation, the
Company does not undertake any obligation to
release publicly any updates and revisions of such
forward-looking statements whether as a result of
new information or future events.
214
DISCLAIMER
CONtACtS
Contacts
pJSC FGC ueS
Public Joint Stock Company Federal Grid Company
of Unified Energy System
Actual and postal address: 5A Academica Chelomeya
str., Moscow 117630, Russia
Call centre: 8 800 200 1881
For calls from neighbouring countries and beyond:
+7 (495) 710 9333
Fax: +7 495 710 9655
E-mail: info@fsk-ees.ru
Website: http://fsk-ees.ru/
For shareholders: 8 800 200 1881
Fax: +7 (495) 710 9641
Company Auditor (RAS)
RSM RUS Limited Liability Company (RSM RUS LLC)
Address: 4 Pudovkina str., Moscow 19285, Russia
Phone: +7 495 363 2848
Fax: +7 495 981 4121
E-mail: mail@top-audit.ru
INN: 7722020834
oGRN: 1027700257540
SRo Membership:
Full name: self-regulatory organisation Non-for-Profit
Partnership «Audit Association «Sodruzhestvo”
Address: 21/4 Michurinsky prospect, Moscow 119192,
Russia
According to the terms of the dealer agreement
in respect to the bond issue programme entered
into by Federal Grid Company and Federal Grid
Finance Limited, one of the following companies:
PricewaterhouseCoopers, Ernst&Young, Deloitte, KPMG
or one of its affiliates shall be appointed as an auditor
for Federal Grid Company IFRS consolidated financial
statements. According to this requirement, KPMG CJSC
was appointed as Auditor for Federal Grid Company’s
IFRS consolidated financial statements for 2014 (as
adopted by the EU).
Company Auditor (IFRS)
Closed Joint-Stock Company KPMG (CJSC KPMG)
Legal address: office 3035, 18/1 olympic prospect,
Moscow 119192, Russia
Postal Address: Tower Complex Block, 10 Presnenskaya
Naberezhnaya, Moscow 123317, Russia
Phone: +7 495 937 4477
Fax: +7 495 937 4499
E-mail: moscow@kpmg.ru
INN: 7702019950
oGRN: 1027700125628
SRo Membership:
Full name: Non-for-Profit Partnership «Audit Chamber of
Russia”
Address: building 3, 3/9, 3rd Syromyatnichesky pereulok,
Moscow 105120, Russia
Company Registrar
Joint-Stock Company “Registrar Society StAtUS”
(CJSC STATUS)
Address: building 1, 32 Novorogozhskaya str., Moscow
109544, Russia
Phone: +7 495 974 8350
Fax: +7 495 678 7110
E-mail: info@rostatus.ru.
License number: 10-000-1-00304
Issue date: 12.03.2004
Validity period: non-expiry
Issuing authority: FFMS of Russia
Depositary
Non-Banking Credit organisation Closed Joint-Stock
Company National Settlement Depository (CJSC NSD)
Address: building 12, Spartakovskaya str., 105066
Phone: +7 495 234 9960
E-mail: sales@nsd.ru
License number: 177-12042-000100
Issue date: 19.02.2009
Validity period: non-expiry
Issuing authority: FFMS of Russia
215
ADDITIoNAL
INFORMAtION
Glossary
Abbreviations
216
ADCS
APCS
BRELL
CBETL
CBR
CHP
CIMS
CIS
DECT
EBITDA
EMS
ESS
ESUPCN
FFMS
FOCN
FtS
GCC
GDR
Automated Dispatch Control System
Automated Process Control System
Belarus, Russia, Estonia, Latvia and Lithuania
Cross-Border Electricity Transmission Line
Central Bank of Russia
Combined heat and Power
Corporate Information Management System
the Commonwealth of Independent States
Digital European Cordless Telecommunications
Earnings before Interest, Taxation, Depreciation & Amortisation
Environmental Management System
JSC Elektrosetservis
Energy System’s Unified Process Communications Network
Federal Financial Market Service
Fibre-optic Communications Network
Federal tariff Service
Grid Control Centre
Global Depository Receipt
GLONASS
Global Navigation Satellite System
GDP
GMS
GRI
GRES
HPP
HIFs
HR
HVL
IAtS
IFRS
IDGC
ICS
IPS
It
Gross Domestic Product
General Meeting of Shareholders
Global Reporting Initiative
State District Power Plant
Hydro Power Plant
Hazardous Industrial Facilities
Human Recourses
High Voltage Line
Information Acquisition and transmission System
International Financial Reporting Standards
Inter-regional Distribution Grid Company
Internal Control System
Integrated Power System
Information technology
GLOSSARY
217
JSC
KPI
LED
LLC
MES
MGCC
MICEX
MPEI
NGPP
NPP
OHL
OHtL
oPEX
RAS
PABX
PMES
PSPP
PtL
R&D
RAB
RPA
RUIE
SS
tPP
UES
UNEG
VAt
VMI
wECM
wwF
XLPE
Joint Stock Company
Key Performance Indicator
Light Emitted Diode
Limited Liability Company
Backbone Electric Grid
Main Grid Control Centre
Moscow Interbank Currency Exchange
Moscow Power Engineering Institute
Non-Governmental Pension Program
Nuclear Power Plant
Overhead Line
Overhead transmission Line
Operating Expenditures
Russian Accounting Standards
Private Automated Branch Exchange
Backbone Electric Grid Enterprise
Pumped Storage Power Plant
Power transmission Line
Research and Development
Regulatory Asset Base
Relay Protection and Automation
Russian Union of Industrialists and Entrepreneurs
Substation
thermal Power Plant
Unified Energy System
Unified National Electric Grid
Value Added tax
Voluntary Medical Insurance
wholesale Electricity and Capacity Market
world wildlife Fund
Cable with cross-linked polyethylene insulation
ADDITIoNAL
INFORMAtION
Units of measure
bn
Gcal
Gw
km
kv
kw
kwh
l
mln
MVA
MVAr
Mw
p.p.
RUB
billion
gigacalorie
gigawatt
kilometer
kilovolt
kilowatt
Kilowatt-hour
litre
million
megavolt-ampere
megavolt-ampere reactive
megawatt
Percentage point
Russian rouble
218
GLOSSARY
APPENDICES
Appendices
the following Appendices to the Annual Report are
included in the set of document to be provided to
shareholders as part of materials for the Federal
Grid’s Annual Meeting of Shareholders, and are
available on the Company’s website www.fsk-ees.ru
for all stakeholders.
• Appendix 1. Additional Information by Section of
the Annual Report
• Appendix 2. Audit Commission’s Report
• Appendix 3. Report on Compliance with the
Russian Corporate Governance Code and Report
on Compliance with Main Principles of the UK
Corporate Governance Code
• Appendix 4. Information on Major Transactions and
on Transactions made by Federal Grid Company
in 2015, which are recognised under the RF laws
as related party transactions, and are subject to
approval by the Company’s authorised governing
bodies
• Appendix 5. Information on material Transactions
made by Federal Grid Company and entities
controlled thereby
• Appendix 6. Information on the Actual Performance
of Assignments of the President and the
Government of the Russian Federation
• Appendix 7. Information about participation of
Federal Grid Company in subsidiaries, associates,
and other entities in 2015
• Appendix 8. Information about the Structure of the
Property Portfolio of Federal Grid Company
• Appendix 9. Information about Land Plots of
Federal Grid Company
• Appendix 10. Information on Disposal of Non-Core
Assets of Federal Grid Company in 2015
• Appendix 11. RAS Annual Financial Statements for
2015
219
• Appendix 12. Management Report 2015
• Appendix 13. IFRS Consolidated Financial
Statements for 2015
Appendices
to the Annual Report
2015
APPEndiCES
to thE AnnuAl REPoR t
APPEndiCES
The following Appendices to the Annual Report are included
in the set of document to be provided to shareholders as
part of materials for the Federal Grid’s Annual Meeting of
Shareholders, and are available on the Company’s website
www.fsk-ees.ru for all stakeholders.
APPENDICES
3 Appendix 1. Additional information by Section of the Annual Report
14 Appendix 2. Audit Commission’s Report
2
19 Appendix 3. Report on Compliance with the Russian Corporate Governance Code and Report on
Compliance with main Principles of the uK Corporate Governance Code
57 Appendix 4. information on major transactions and on transactions made by federal Grid Company in
2015, which are recognised under the Rf laws as related party transactions, and are subject to approval
by the Company’s authorised governing bodies
198 Appendix 5. information on material transactions made by federal Grid Company and entities controlled
thereby
202 Appendix 6. information on the Actual Performance of Assignments of the President and the Government
of the Russian federation
211 Appendix 7. information about participation of federal Grid Company in subsidiaries, associates, and
other entities in 2015
215 Appendix 8. information about the Structure of the Property Portfolio of federal Grid Company
218 Appendix 9. information about land Plots of federal Grid Company
220 Appendix 10. information on disposal of non-Core Assets of federal Grid Company in 2015
224 Appendix 11. RAS Annual financial Statements for 2015
246 Appendix 12. management Report 2015
278 Appendix 13. ifRS Consolidated financial Statements for 2015
AdditionAl infoRm Ation
Appendix 1. Additional information
by Section of the Annual Report
PRODUCTIVE CAPITAL | Operating Performance | Electricity Transmission
▶ Electricity Export and Import under Contracts of PJSC INTER RAO in 2011-2015
Actual export of electricity, million kWh
№ Country
1
2
3
4
5
6
7
8
9
10
11
Azerbaijan
Belarus
Georgia
South ossetia
Kazakhstan
China
latvia
lithuania
mongolia
ukraine
finland
totAl:
2011
44.242
2012
55.770
2013
57.422
2014
53.054
2015
54.848
3,173.191
3,698.125
3,596.726
1,425.023
2,815.240
447.554
132.250
517.049
130.211
460.547
133.787
627.271
139.918
511.001
145.563
2,208.442
2,284.458
1,668.318
1,643.673
1,541.999
1,238.485
2,630.173
3,495.300
3,375.632
3,299.350
3
0.000
0.000
0.000
0.000
0.000
5,543.127
4,780.170
3,567.969
3,215.539
2,994.516
263.428
22.357
392.750
81.795
413.595
38.609
390.332
177.993
284.450
2,461.972
9,635.536
3,793.845
4,107.179
2,995.008
3,383.435
22,708.611
18,364.346
17,539.452
14,043.443
17,492.374
Actual import of Electricity, million kWh
№ Country
1
2
3
4
5
6
7
8
9
10
11
Azerbaijan
Belarus
Georgia
South ossetia
Kazakhstan
China
latvia
lithuania
mongolia
ukraine
finland
totAl:
2011
391.551
0.000
588.576
0.000
2012
240.757
3.731
369.438
0.000
2013
128.607
1.935
370.608
0.000
2014
134.169
0.260
160.078
0.000
2,366.991
1,973.181
3,930.689
3,084.440
0.000
0.000
0.000
21.424
55.763
0.000
0.000
0.000
0.000
21.006
0.093
0.000
0.000
0.000
99.253
23.291
6.400
2.758
0.000
0.000
43.161
30.368
0.000
0.234
2015
108.365
0.058
169.575
0.000
989.666
0.000
0.000
114.561
54.178
3.756
23.400
3,424.305
2,608.206
4,563.541
3,452.710
1,463.559
APPEndiCES
to thE AnnuAl REPoR t
AdditionAl infoRm Ation
PRODUCTIVE CAPITAL | Operating Performance |
Technological Connection
▶ Key Indicators for Technological Connection
Applications submitted
Applications accepted
technical terms and conditions approved
technical terms and conditions approved / reviewed
by the Executive Office
Changes in the technical terms and conditions, ap-
proved
Contracts signed
4
Contracts completed (not including acts under
phased technological connection)
2013
912
2014
559
2015
531
17,030.70
14,705.00
13,211.93
398
311
305
9,253.31
9,252.69
8,610.86
497
260
270
16,005.60
7,787.66
5,089.00
175
81
75
12,145.00
4,901.89
2,421.90
462
642
382
224
373
206
15,054.40
4,796.27
4,608.86
298
273
245
3,793.00
5,536.95
8,185.00
pcs
mW
pcs
mW
pcs
mW
pcs
mW
pcs
pcs
mW
pcs
mW
PRODUCTIVE CAPITAL | Operating Performance | Investing activities
▶ Basic parameters of key investment projects
Project
implementation
timeframe
Commis-
sioned
in 2015
design capacity
financing
in 2016-2020,
RuB billion
development of electric grid
infrastructure in the area of BAm
and transSib
Ensuring reliable operation of the
Unified Energy System of Russia
separately from the energy sys-
tems of the Baltic States (BREll
macroproject)
Guaranteed supply of generated
electricity
Compensatory measures for
separate operation of the Unified
Energy System of Russia and
the integrated Power System of
ukraine
improvement of the access to
the Krasnodar Krai electric grid
infrastructure
Start Completion
2014
2024
2015
2020
0
0
2009
2015
2019
699.67 km
2017
2015
2018
0
0
4,124 МVA
4 215 km
1,334 МVAr
900 МVA
872.5 km
799.4 МVAr
125 МVA
865.4 km
125 МVA
95.3 km
810 МVA
16 km
102.37
33.25
27.54
1.08
2.47
Project
implementation
timeframe
Commis-
sioned
in 2015
design capacity
financing
in 2016-2020,
RuB billion
development of the grid complex
in the Republic of Saha (Yakutia)
development of the energy infra-
structure for oil transportation
(ESPo – i, ii)
measures to contain the fallout
from the accident at the Sayano-
Shushenskaya hPP
Start Completion
2009
2024
2012
2019
2010
2016
0
0
0
794 МVA
1 062 km
200 МVAr
200 МW
972 МVA
684,76 km
200 МVAr
668 МVA
Controlled shunt
reactor (180+60) МVAr
Controlled shunt
reactor (180+60) mVAr
382,97 km
13.88
21.95
1.90
PRODUCTIVE CAPITAL | Operating Performance |
Energy Saving and Energy Efficiency
▶ Federal Grid’s Pilot Projects on Energy Saving and Energy Efficiency
heat recovery
Pilot project of At 1 heat recovery (Phase A) at 500/220/10 kV nizhe-
gorodskaya substation (mES Volga) for heating the substation control
desk: the Company used a heat pump that made it possible to increase
the saving of thermal resources for heating and reduce the consumption
of electricity for heating of buildings and air cooling of transformers.
• Expected energy saving: 648,000 kWh / year
• Expected cash effect of energy saving:
1,166.78 RuB thousand
optimising operation of the transformer cooling systems
Cooling control boxes At-1 with frequency regulation were replaced at
500/220/10 kV nizhegorodskaya substation (mES Volga). the replace-
ment helped to increase the service life of the autotransformer, increase
the efficiency of using the cooling system, and register, store and auto-
matically transmit information about the cooling system parameters in
the automatic management system.
• Calculated energy saving: 16,000 kWh / year
using plasma lamps for lighting of the open switchgear
Twenty-four external floodlights at 500/220/10 kV Nizhegorodskaya
substation (mES Volga) were replaced with plasma lights that have
high quality of light flux, energy efficiency and long service life, and are
environmentally friendly.
• Annual consumption of electricity used for
lighting was reduced by 60,700 kWh / year
using “light tubes” for lighting of office buildings
This technology for lighting of office buildings by outdoor sunlight was
used when the administrative building of mES Volga in Samara was refur-
bished; 14 “light tubes” were installed on the roof of a six-floor building.
• Calculated energy saving: 2,999.5 kWh / year
5
APPEndiCES
to thE AnnuAl REPoR t
AdditionAl infoRm Ation
introduction of an automated heating station
Automated control of water consumption was put in place when the
heating system in the administrative building of mES Volga in Sa-
mara was refurbished. this technology helps to reduce excess energy
consumption for heating and hot water supply, extend the life service
and reduce the time between repairs of heat networks and boiler room
equipment, keep record of heat consumption and make surplus heat for
periods of the lowest temperatures.
• thermal energy saving: 230 Gcal
• Expected cash effect of thermal energy saving:
437.04 RuB thousand
improving energy efficiency of the lighting installations
Work was completed on raising energy efficiency of lighting installa-
tions in the administrative building of the upper don PmES: the existing
lamps and lighting fixtures were replaced with energy efficient LED light
bulbs and automated management of internal lighting in the building was
installed.
• Electricity saving: at least 19,300 kWh / year
• operational costs reduced by at least 430,500
RuB/year
INTELLECTUAL CAPITAL | Innovative Development |
Innovative Development Programme
6
▶ Meeting Key Performance Indicators of Federal Grid’s Innovative Development Programme in 2015
2014
actual
2015
target
2015
actual
Assessment of
whether or not the
KPi has been met
trend of reducing the cost of repair of a unit
of grid equipment relative to the cost level of
2010, %
Share of the spending on equipment pur-
chased from domestic manufacturers in the
total spending on equipment purchasing, %
Share of electricity lost in the total volume of
electricity transmitted through the grid, %
number of company staff per 100 km of
power transmission lines (number of people)
Area of land in metropolitan areas freed from
the grid infrastructure, ha
Share of undersupply of electricity to consum-
ers in the total volume of electricity transmit-
ted through unEG, %
number of exclusive rights documents (pat-
ents and registration certificates) obtained
through the R&d work for the year
number of technologies and products devel-
oped and introduced into production through
the R&d work, pcs.
the share of R&d expenditure at fGC’s own
expense relative to the revenue (from electric-
ity transmission through unEG), %
Share of funds secured from external sources
in the total financing, %
2.5
44.5
4.13
14.56
0
3
40
4.46
14
700
4 met
75 met
4.47 not met
13.52 met
0 not met
0.0002
0.0024
0.0002 met
56
9
0.25
0
20
2
1.1
–
30 met
4 met
0.29 not met
0 not met
Share of expenditures on R&d performed by
universities relative to the total R&d expendi-
ture, %
2014
actual
2015
target
2015
actual
Assessment of
whether or not the
KPi has been met
6,7
1,0
2,94 met
HUMAN CAPITAL | Social Responsibility | Health and Safety
Additional health and safety initiatives implemented by
federal Grid Company in 2015:
• A behavior-based safety programme was
implemented aimed at changing attitude of
employees to conscious observance of safety
practices, which resulted in improving employee
safety behaviour in terms of work performance
without violations of Safety Regulations
• mobile video recorders are used aimed at recording
the most dangerous actions of employees working
on electrical installations
• the structure has been changed of labour
Protection days aimed at improving the efficiency
and prevention of violations similar to those
committed in accidents
• Road traffic Safety months were organised
• Efficient operation of 50 permanent and 17 mobile
health and safety offices was organised to promote
safe working conditions and to train personnel to
use safe practices, taking account of up-to-date
requirements
• Work was continued on ensuring effective operation
of stress-release rooms for operating employees of
substations
• A review competition was conducted for the best
organisation of work in the area of health and safety
among the Company’s mES and PmES branches:
mES East and Primorskoe PmES were recognised to
be the best for 2015
• A scheduled assessment of working conditions was
performed at 5,935 workplaces
7
FINANCIAL CAPITAL | Management’s Discussion and Analysis |
Tariff Regulation
▶ The following is a list of basic legislative acts regulating the tariffs for electricity transmission over UNEG:
• federal law “on electric energy” no. 35-fl dated
march 26, 2003
• Rf Government Resolution “on pricing in regulated
areas (tariffs) in the electric energy sector” no. 1178
dated december 29, 2011
• Rf Government Resolution “on ratification of the
Rules for the Wholesale Electric Energy and Power
market and amendment of certain acts of the Rf
Government related to organising the functioning of
the wholesale market for electric energy and power”
no. 1172 dated december 27, 2010
• Rf Government Resolution “on defining the
applicable indicators of reliability and quality of
goods and services provided in establishing long-
term tariffs” no. 1220 dated december 31, 2009
• Rf Government Resolution «on ratification of the
Rules for non-discriminatory access to electricity
transmission services and provision thereof, the
Rules for non-discriminatory access to services
APPEndiCES
to thE AnnuAl REPoR t
AdditionAl infoRm Ation
on operational dispatch management in electric
power industry and provision thereof, the Rules for
non-discriminatory access to services of wholesale
market administrator and provision thereof, the
Rules for technological connection of power
receivers of electricity consumers, power generating
facilities, and electric grid facilities owned by grid
organisations and other entities, to electric grids»
no. 861 dated 27 december 2004
• Rf Government Resolution «on investment
programmes of subjects of electricity industry»
No. 977dated 01 December 2009
• ftS (federal tariff Service) of Russia decree “on
ratification of the guidelines for calculation of tariffs
for electricity transmission through the unified
national (All-Russia) Electric Grid” no. 56-e/1 dated
march 21, 2006
• ftS of Russia decree “on ratification of the
Guidelines on tariff regulation using the method of
return on invested capital” no. 228-e dated march
30, 2012
• ftS of Russia decree «on ratification of the
Procedure for preparing consolidated balance
forecast for electricity (capacity) generation and
sales within the unified Energy System of Russia by
constituent units of the Russian federation» no. 53-
e/1 dated 12 April 2012
8
FINANCIAL CAPITAL | Borrowed Capital | Debt Portfolio
▶ Information on outstanding bonds issued by PJSC FGC UES
Series
type of securities
6
7
8
9
Non-convertible interest-bearing certificated bearer bonds with mandatory centralised custody and
the option of early redemption at the request of the bondholders or at the discretion of the issuer
Registration number
4-06-65018-d dated
05.11.2009
4-07-65018-d dated
05.11.2009
4-08-65018-d dated
05.11.2009
4-09-65018-d dated
05.11.2009
issuance volume,
RuB
10 billion
5 billion
10 billion
5 billion
face value, RuB
1,000
term
issue date
Rate
date of tender/ma-
turity
10 years
28.09.2010
8.25%
1,000
10 years
1,000
10 years
1,000
10 years
29.10.2010
28.09.2010
29.10.2010
7.5%
8.25%
7.99%
- / 15.09.2020
- / 16.10.2020
- / 15.09.2020
24.10.2017 /
16.10.2020
Exchange
miCEX
miCEX
miCEX
miCEX
Quotation list
Second level
Second level
Second level
Second level
lombard list of the
Bank of Russia
obligations are
included
obligations are
included
obligations are
included
obligations are
included
Volume outstanding
as of December 31,
2015, RuB
7.535 billion
1.76 billion
7.315 billion
5 billion
Series
type of securities
10
11
12
13
Non-convertible interest-bearing certificated bearer bonds with mandatory centralised custody and
the option of early redemption at the request of the bondholders or at the discretion of the issuer
Registration number
4-10-65018-d dated
05.11.2009
4-11-65018-d dated
05.11.2009
4-12-65018-d dated
07.06.2011
4-13-65018-d dated
07.06.2011
issuance volume,
RuB
10 billion
10 billion
10 billion
10 billion
face value, RuB
1,000
term
issue date
Rate
10 years
28.09.2010
7.75%
1,000
10 years
1,000
7 years
1,000
10 years
29.10.2010
27.04.2012
05.07.2011
7.99%
8.1%
8.5%
date of tender/ma-
turity
- / 15.09.2020
24.10.2017 /
16.10.2020
28.04.2016 /
19.04.2019
- / 22.06.2021
Exchange
miCEX
miCEX
miCEX
miCEX
Quotation list
Second level
Second level
Second level
Second level
lombard list of the
Bank of Russia
obligations are
included
obligations are
included
obligations are
included
obligations are
included
Volume outstanding
as of December 31,
2015, RuB
Series
type of securities
0.0029 billion
10 billion
10 billion
10 billion
9
15
18
19
21
Non-convertible interest-bearing certificated bearer bonds with mandatory centralised custody and
the option of early redemption at the request of the bondholders or at the discretion of the issuer
Registration number
4-15-65018-d dated
07.06.2011
4-18-65018-d dated
07.06.2011
4-19-65018-d dated
07.06.2011
4-21-65018-d dated
21.06.2012
issuance volume,
RuB
10 billion
15 billion
20 billion
10 billion
face value, RuB
1,000
term
issue date
Rate
12 years
27.10.2011
8.75%
1,000
12 years
1,000
12 years
1,000
15 years
12.12.2011
21.07.2011
24.10.2012
8.5%
7.95%
8.75%
date of tender/ma-
turity
26.10.2018 /
12.10.2023
07.06.2019 /
27.11.2023
18.07.2018 /
06.07.2023
26.04.2017 /
06.10.2027
Exchange
miCEX
miCEX
miCEX
miCEX
Quotation list
Second level
Second level
Second level
Second level
lombard list of the
Bank of Russia
obligations are
included
obligations are
included
obligations are
included
obligations are
included
Volume outstanding
as of December 31,
2015, RuB
0.312 billion
0.11 billion
20 billion
10 billion
APPEndiCES
to thE AnnuAl REPoR t
AdditionAl infoRm Ation
Series
type of securities
29
30
34
37
38
Non-convertible interest-bearing certificated bearer bonds with mandatory centralised custody and
the option of early redemption at the request of the bondholders or at the discretion of the issuer
Registration number
4-29-65018-d
dated 21.06.2012
4-30-65018-d
dated 14.11.2013
4-34-65018-d
dated 14.11.2013
4-37-65018-d
dated 14.11.2013
4-38-65018-d
dated 14.11.2013
issuance volume,
RuB
20 billion
10 billion
15 billion
20 billion
20 billion
face value, RuB
1,000
term
35 years
1,000
35 years
1,000
35 years
1,000
35 years
1,000
35 years
issue date
21.10.2013
13.12.2013
13.12.2013
06.05.2015
06.05.2015
Rate
1st coupon –
7.1%, coupons
2-132 calculated
based on a for-
mula: Кi = (CPI –
100%) + 1%
1st coupon –
7.1%, coupons
2-132 calculated
based on a for-
mula: Кi = (CPI –
100%) + 1%
1st coupon –
7.1%, coupons
2-132 calculated
based on a for-
mula: Кi = (CPI –
100%) + 1%
1st coupon –
7.1%, coupons
2-132 calculated
based on a for-
mula: Кi = (CPI –
100%) + 1%
1st coupon –
7.1%, coupons
2-132 calculated
based on a for-
mula: Кi = (CPI –
100%) + 1%
date of tender/ma-
turity
17.09.2046 /
07.09.2048
08.11.2046 /
30.10.2048
07.11.2047 /
30.10.2048
05.04.2045 /
23.03.2050
05.04.2045 /
23.03.2050
Exchange
miCEX
miCEX
miCEX
miCEX
miCEX
unlisted securities
register
Volume outstanding
as of december 31,
2015, RuB
third level
third level
third level
third level
third level
20 billion
10 billion
14 billion
20 billion
20 billion
11
Series
type of securities
Non-convertible interest-bearing certificated bearer bonds with mandatory centralised custody and
the option of early redemption at the request of the bondholders or at the discretion of the issuer
22
24
25
Registration number
4-22-65018-d dated 21.06.2012
issuance volume,
RuB
10 billion
face value, RuB
1,000
term
issue date
Rate
15 years
08.08.2012
4-24-65018-d dated
21.06.2012
4-25-65018-d dated
21.06.2012
10 billion
15 billion
1,000
15 years
1,000
15 years
25.01.2013
02.10.2012
1-2 coupons at 9%, coupons 2-20 calculated
based on a formula: Кi=(CPI – 100%) + 2.5%
8%
8,6%
date of tender/ma-
turity
03.08.2022 / 21.07.2027
24.01.2020 /
07.01.2028
04.10.2016 /
14.09.2027
Exchange
miCEX
miCEX
miCEX
Quotation list
Second level
Second level
Second level
10
lombard list of the
Bank of Russia
Volume outstanding
as of December 31,
2015, RuB
obligations are included
obligations are
included
obligations are
included
10 billion
10 billion
15 billion
▶ Information on the outstanding infrastructure bonds issued by PJSC FGC UES
Series
type of securities
23
26
27
28
Non-convertible interest-bearing certificated bearer bonds with mandatory centralised custody and
the option of early redemption at the request of the bondholders or at the discretion of the issuer
Registration number
4-23-65018-d dated
21.06.2012
4-26-65018-d dated
21.06.2012
4-27-65018-d dated
21.06.2012
4-28-65018-d dated
21.06.2012
issuance volume,
RuB
10 billion
15 billion
15 billion
20 billion
face value, RuB
1,000
term
issue date
Rate
35 years
10.06.2013
1,000
35 years
1,000
35 years
1,000
35 years
13.08.2013
13.08.2013
10.06.2013
1st coupon – 8.4%,
coupons 2-140
calculated based on
a formula: Кi = (CPI –
100%) + 1%
1st coupon – 7.5%,
coupons 2-136
calculated based on
a formula: Кi = (CPI –
100%) + 1%
1st coupon – 7.5%,
coupons 2-136
calculated based on
a formula: Кi = (CPI –
100%) + 1%
1st coupon – 8.4%,
coupons 2-140
calculated based on
a formula: Кi = (CPI –
100%) + 1%
date of tender/ma-
turity
- / 27.04.2048
09.07.2047 /
30.06.2048
09.07.2047 /
30.06.2048
- / 27.04.2048
Exchange
miCEX
miCEX
miCEX
miCEX
unlisted securities
register
Volume outstanding
as of december 31,
2015, RuB
third level
third level
third level
third level
10 billion
15 billion
11 billion
20 billion
APPEndiCES
to thE AnnuAl REPoR t
AdditionAl infoRm Ation
FINANCIAL CAPITAL | Borrowed Capital | Credit Ratings
▶ Information on Credit Ratings of Federal Grid for the period 2012-2015
23 November / Moody’s
25 October / Fitch Ratings
30 December / Standard & Poor’s
26 February / Moody’s
2012
2013
2014
2015
federal Grid’s rating on the international scale downgraded
from Baa2 to Baa3 (outlook: Stable) due to changes in the
ownership structure relating to contribution to the share capi-
tal of a newly created company, JSC Rosseti, of the state-held
share in Federal Grid; assessment of Federal Grid’s financial
position did not change.
On the national scale the Company’s rating was confirmed at
the level of Aaa.ru.
long-term default rating of federal Grid was established at
the level of BBB (outlook: Stable), on the national scale, at the
level of AAA(rus).
17 October / Standard & Poor’s
long-term credit rating of federal Grid on the international
scale has been confirmed at BBB (outlook: Stable), on the
national scale, at the level of ruAAA.
Assessment of federal Grid’s credit by both agencies is
based on similar factors. long-term default BBB ratings are
two notches higher than federal Grid’s stand-alone credit
taking into account moderately strong connections with the
Company’s indirect shareholder, the Russian federation (BBB
/ outlook: Stable) via JSC Rosseti. Assessment of federal
Grid’s stand-alone credit at the level of BB+ as a positive fac-
tor takes into account the Company’s position as the owner
and monopoly operator of the national electricity transmis-
sion grid and its high level of profitability and liquidity. At the
same time, the rating agencies point to the following factors
as negatives: instability of the regulatory environment and
financial risks that may relate to the implementation of a
large-scale investment programme.
12
upon completion of the review period initiated by the rating
agency due to deterioration in the macroeconomic and finan-
cial climate in Russia, federal Grid Company’s credit rating
was affirmed at Ba1 (outlook: Negative).
4 February / Standard & Poor’s
following the change of the sovereign rating of the Russian
Federation, Federal Grid was downgraded to BВ+ (outlook:
negative).
20 January / Moody’s
federal Grid’s credit rating downgraded from Baa3 (outlook:
negative) to Ba1 (under review for downgrade) due to the
change of the sovereign rating of the Russian federation.
13 January / Fitch Ratings
due to the review of the sovereign rating of the Russian
federation, long-term federal Grid default ratings in foreign
and national currencies have been decreased from ВВВ to
ВВВ- (outlook: Negative).
13
federal Grid’s ratings have been put under review for down-
grade following the downgrade of the Russian federation,
which is due to a rapid decline in the country’s flexibility in
terms of its lending and monetary policy and with the impact
of the weakening of the economy on the financial system.
23 December / Moody’s
federal Grid’s ratings have been placed for review for down-
grade due to similar actions in respect of Russia’s sovereign
rating.
21 October / Moody’s
long-term federal Grid’s rating under the global scale was
confirmed at Baa3: by credit quality the company belongs to
the investment category, which attests to the stability of its
key areas of operations and high financial stability as macro-
economic factors and market environment deteriorate.
1 July / Moody’s
Rating agency Moody’s confirmed Federal Grid’s rating, Baa3
on the global scale and Aaa.ru on the national scale.
28 April / Standard & Poor’s
federal Grid’s long-term rating in foreign currency has been
decreased by one notch from ВВВ to BBB- (outlook: Nega-
tive) due to the decrease of the sovereign rating of the Rus-
sian federation in foreign currency from BBB to BBB- (out-
look: Negative), in the national currency, from ВВВ+ to BBB.
3 April / Moody’s
Placed ratings of federal Grid under review for downgrade
due to the potential downgrade of the sovereign. 1 July
2014 the Company’s credit rating on the global scale was
confirmed at the previous level of Baa3 (so called investment
category) with a negative outlook.
27 March / Standard &Poor’s
26 March / Fitch Ratings
outlook for federal Grid was changed from stable to nega-
tive, at the same time the Company’s long-term ratings in
foreign an national currencies – BBB – were confirmed.
APPEndiCES
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Audit CommiSSion’ S REPoR t
Appendix 2. OPINION OF THE AUDIT
CommiSSion
I. INTRODUCTION
▶ Composition of audit commission
Audit Commission of fGC uES, PJSC
Approved by the
Audit Commission of PJSC fGC uES
(Minutes No. 5/2016 dated May 12, 2016)
14
oPinion of thE Audit CommiSSion
of Public Joint-Stock Company “federal Grid
Company of unified Energy System”
may 12, 2016
Prepared on: [date]
moscow
Prepared in: [place]
the Audit Commission was elected by resolution of the
General meeting of Shareholders
Resolution of the annual General meeting of
Shareholders of PJSC fGC uES dated June 26, 2015
(minutes no. 16 dated June 30, 2015)
the Chairman and Secretary of the Audit Commission
were elected by resolution of the Audit Commission
minutes of the Audit Commission of fGC uES, PJSC
No. 1/2015 dated July 17, 2015
Chairman of the Audit Commission
denis Rishievich Kant mandal
Secretary of the Audit Commission
marina Alekseyevna lelekova
members of the Audit Commission
nikolai nikolayevich Varlamov,
marat Viktorovich izmailov,
Roman Vladimirovich litvinov
Audit period: in accordance with the federal
Law “On Joint-Stock Companies,” the Articles of
Association of PJSC fGC uES (hereinafter the
“Company”) and the Regulations on the Audit
Commission of the Company, reliability of data
contained in the Company’s annual report and
accounting (financial) statements for 2015 was
assessed by the Audit Commission of the Company
during a period from April 20, 2016, to may 6, 2016.
The following documents were used for the audit
purposes:
15
• federal law no. 208-fZ of december 26, 1995, “on
Joint-Stock Companies”;
• federal law no. 402-fZ of december 6, 2011, “on
Accounting”;
Grounds for audit : resolution of the Audit Commission
of the Company dated April 19, 2016 (minutes
No. 4/2016 dated April 19, 2016).
• Regulations on Accounting and Reporting in the
Russian federation, approved by decree of the
ministry of finance of the Russian federation
No. 34n dated July 29, 1998;
Audit purpose: independent assessment of reliability
of data contained in the Company’s Annual Report and
accounting (financial) statements for 2015 (hereinafter
the “Statements”). Reliability in all material aspects
means the degree of accuracy of data contained in
the Statements, which allows shareholders to draw
right conclusions about the Company’s business
performance, financial standing and property status
and to adopt informed decisions based on such
conclusions.
Audited period: from January 1, 2015, to december
31, 2015.
Audited documents: annual accounting (financial)
statements, annual report, ledgers, primary accounting
documents and other documentation on the
Company’s financial and business activities.
• Accounting regulations (standards);
• decree of the ministry of finance of the Russian
Federation No. 66n dated July 2, 2010, “On Forms of
Corporate Accounting Statements”;
• Regulations for information disclosure by the
issuers of issue-Grade Securities, approved by the
Bank of Russia on december 30, 2014 (no. 454-P).
• information letter from the Bank of Russia
No. IN-06-52/8 dated February 17, 2016,
“On Disclosure in the Annual Report of a Public
Joint-Stock Company of the Report on Compliance
with the Principles and Recommendations of the
Corporate Governance Code”;
• other legislative acts and the Company’s internal
regulatory and administrative documents.
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▶ Company details
full name
Public Joint-Stock Company “Federal Grid Company of Unified Energy
System’
Place of business (registered office)
5A Akademika Chelomeya St., moscow, Russian federation, 117630
Postal address
5A Akademika Chelomeya St., moscow, Russian federation, 117630
State registration (Principal State Registration
number)
1024701893336 of August 20, 2002
INN (Taxpayer Identification Number)
4716016979
Sole executive body (in the reporting period and
events after the reporting date)
Andrei Yevgenievich murov, Chairman of the management Board, pursuant
to resolution of the Extraordinary General meeting of Shareholders dated
November 11, 2013 (Minutes No. 14 dated November 11, 2013)
director of the Accounting and Reporting de-
partment (Chief Accountant)
Andrei Pavlovich Peskov pursuant to Decree No. 690/1R dated August 18,
2011
▶ Independent auditor details
Entity’s full name
RSm RuS limited liability Company
16
Resolution of the annual general meeting of
shareholders approving the candidate for inde-
pendent auditor
Resolution of the annual General meeting of Shareholders of PJSC fGC
UES dated June 26, 2015 (Minutes No. 16 dated June 30, 2015).
Resolution of the Board of directors on determi-
nation of the auditor’s fee amount for 2015
Minutes of the Board of Directors’ meeting No. 280 dated August 24, 2015
independent Auditing Services Agreement
Agreement no. 15a084 dated August 26, 2015
independent Auditor’s Report
(document number, date, title)
independent Auditor’s Report on Accounting Statements for 2015
No. RSM-1268 dated February 24, 2016
the audit was performed on a sample basis and
included a testing-based study of the evidence
proving the meaning and disclosure in the Statements
of information about the Company’s financial and
economic activities, the assessment of accounting
principles and methods, the rules of preparation of
accounting (financial) statements, the determination
of significant estimates. in the course of the audit, we
identified materiality level (aggregate acceptable error
rate with respect to reported indicators). By materiality
we mean the ability of the information disclosed in
the statements to influence decision making by the
users of such statements. We use the acceptable error
rate as a criterion with regard to the confirmation of
reliability of the Company’s Statements.
When conducting the audit, we reviewed the
Company’s compliance with the laws of the Russian
federation and the Company’s by-laws.
We also randomly reconciliated the indicators
specified in the Annual Report and accounting
(financial) statements for 2015, checked
completeness of the information disclosed in the
Company’s Annual Report as to compliance with the
requirements of the Bank of Russia for information
disclosure by the issuers of issue-grade securities.
the audit also entailed an analysis of the Company’s
internal controls, the materials prepared based on
findings from the audits conducted by the internal
audit function, the external auditor, external control
and supervisory bodies. When conducting the audit,
the Audit Commission of PJSC fGC uES relied,
inter alia, on the report made by RSm RuS llC, the
Company’s independent auditor, No. RSM-1268 dated
february 24, 2016.
Audit CommiSSion’ S REPoR t
II. ANALYTICAL PART
the result of the Company’s activity in the fiscal year
is the net profit of RuB 17,870.137 million, which is
higher than the plan by RuB 10,686.127 million.
Accounts payable as of december 31, 2015, went
down by 29% year-on-year to RuB 54,748.132 million.
net asset value as of december 31, 2015, is RuB
886,127.082 million whereas the Company’s
authorized capital is RuB 637,332.662.
Book value of the Company’s assets as of december
31, 2015, is RuB 1,268,301.446 million, an increase of
3% versus december 31, 2014.
non-current assets account for 87% of total
assets on the Balance Sheet and amounted to RuB
1,124,338.485 million as of december 31, 2015, an
increase of 0.6% versus the value of non-current
assets as of december 31, 2014.
the total amount of accounts receivable as of
december 31, 2015, (Balance Sheet line 1230)
increased by 16% against december 31, 2014 to
RUB 69,491.215 million.
in the fiscal year, the totality of accounting methods
employed by the Company that constitute its
Accounting Policy, approved by decree of the
Company No. 613 dated December 30, 2014, “On the
Approval of Accounting Policy of PJSC fGC uES for
2015,” were in compliance with the accounting laws of
the Russian federation and the federal standards.
the Statements are prepared in compliance with
the legislative and regulatory acts of the Russian
federation and the Company’s by-laws in all material
respects.
the Annual Report of PJSC fGC uES submitted for
consideration by the Annual General meeting of
Shareholders, contains the information provided for in
the Regulations for information disclosure by issuers
of issue-Grade Securities no. 454-P, approved by the
Bank of Russia on december 30, 2014.
17
▶ The Company’s statements, as confirmed by its Audit Commission, were composed of:
type of Reporting form
item
no.
date of signing by the
executives
number of
pages in the
document
1.
2.
3.
4.
5.
6.
7.
Balance Sheet as of december 31, 2015
february 24, 2016
2 pages
2015 Profit and Loss Statement
february 24, 2016
2 pages
2015 Statement of Changes in Equity
february 24, 2016
2 pages
2015 Cash flow Statement
february 24, 2016
2 pages
Notes to the Balance Sheet and Profit and Loss State-
ment for 2015
february 24, 2016
12 pages
Appendices to the 2015 Annual Accounting Statements
of PJSC fGC uES
february 24, 2016
73 pages
2015 Annual Report of PJSC fGC uES (minutes of the
Company’s Management Board No. 1384 dated April
26, 2016)
management Board meet-
ing date: April 22, 2016
238 pages
As of the dates of audit and issue of this opinion, the Annual Report was neither approved by the resolution of the
General meeting of Shareholders nor preliminary reviewed by the Company’s Board of directors.
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III. CONCLUSION
While conducting the audit, our attention was not
drawn to any facts that would give us reasons
to believe that the 2015 accounting (financial)
statements of the Company do not fairly present, in
all material respects, the financial standing of the
Company as of december 31, 2015, its financial and
economic performance for the period from January
1, 2015, up to and including december 31, 2015,
in conformity with the requirements of laws of the
Russian federation with regard to the preparation of
the above-mentioned statements.
As part of the work performed, the Audit Commission
did not discover any material misstatement of the data
contained in the 2015 Annual Report of PJSC fGC
uES, either.
this opinion of the Audit Commission of PJSC fGC
uES should be examined together with the accounting
(financial) statements, notes to the balance sheet
and the profit and loss statement for 2015, written
appendices in the text and table form, which are an
integral part of the 2015 Annual Report of PJSC fGC
uES
Chairman of the Audit Commission of PJSC fGC uES
/signature/
D. R. Kant Mandal
18
members of the Audit Commission of PJSC fGC uES
/signature/
N. N. Varlamov
/signature/
M. V. Izmailov
/signature/
М. A. Lelekova
/signature/
R. V. Litvinova
Appendix 3. Report on Compliance with
the Russian Corporate Governance Code
and Report on Compliance with main
Principles of the uK Corporate Governance
Code
REPORT ON FEDERAL GRID COMPANY’S COMPLIANCE
with principles and recommendations of the Corporate Governance Code
approved by the Board of Directors of the Bank of Russia on 21 March 2014
and recommended for application by the Bank of Russia (Letter No. 06-
52/2463 dated 10 April 2014)
Report date: 30.03.2016
19
this Report has been considered by the Board of
directors of federal Grid Company as part of the
preliminary consideration of the Company’s Annual
Report (Minutes № 322 dated 27 may 2016).
this Report shall be considered as an Annex to
the 2015 Annual Report of federal Grid Company
containing the Corporate Governance section that
includes the following information:
the Board of directors confirms that the material
presented in this Report contains complete and
accurate information on the Company’s compliance
with the principles and recommendations of the
Corporate Governance Code during the reporting
period from 01 January 2015 to 30 march 2016.
• Statement of the federal Grid’s Board of directors
on compliance with the principles set out in the
Corporate Governance Code
• Brief description of the most significant aspects of
the Company’s corporate governance model and
practices
• description of the methodology the Company has
applied to assess compliance with the corporate
governance principles
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Corporate Governance Principle
Corporate Governance Principle Compliance Criteria
Compliance Status
Explanations of deviation from Corporate Governance
Principles Compliance Criteria
Comments
1.1
1.1.1
the company shall ensure equal and fair treatment of all shareholders exercising their right to participate in the
governance of the company.
the company should
create the most favourable conditions for its
shareholders to enable them to participate in
the general meeting and
develop informed positions on issues on its
agenda, as well as to provide them with the op-
portunity to coordinate
their actions and express opinions on issues
discussed.
1. The сompany’s internal document approved by the general
meeting of shareholders and regulating the procedures for hold-
ing the general meeting is publicly available.
2. the company provides an
accessible way to communicate with the community, such as
a hotline, special email or internet forum that enables share-
holders to express their opinions and put questions regarding
the agenda when preparing for the general meeting.
the above actions were taken by the company before each
general meeting held in the reporting period.
1.1.2
Procedures for notification of the general meet-
ing and provision of materials for it
should enable shareholders to get properly
prepared for participation therein.
20
1.1.3
during the preparation for and holding of the
general meeting, shareholders
should be able to receive in a freely and timely
manner information about the meeting and
materials thereto, put questions to members of
the company’s executive bodies and board of
directors, and to communicate with each other.
1.1.4
There should be no unjustified difficulties
preventing shareholders from exercising their
right to request for a general meeting to be con-
vened, nominate candidates to the company’s
governing bodies, and to place proposals on its
agenda.
1.1.5
Each shareholder should be able to freely ex-
ercise his right to vote in a straightforward and
most convenient way.
1. the notice of the upcoming general meeting was placed
(published) on the corporate website at least 30 days before the
meeting.
2. The Notice of the general meeting specified the exact loca-
tion of the meeting and documents required for admission to
the premises.
3. Shareholders were provided access to the information about
who had proposed items on the agenda and nominated candi-
dates to the board of directors and the audit commission of the
company.
1. in the reporting period, shareholders were enabled to put
questions to members of the company’s executive bodies and
board of directors before and during the annual general meet-
ing.
2. Position of the board of directors (including any dissenting
opinions recorded in the minutes) on each agenda item of the
general meetings held within the reporting period was included
in the materials for the general meeting of shareholders.
3. the company provided shareholders, entitled thereto, with ac-
cess to the list of persons entitled to participate in the general
meeting, starting from the date of its receipt by the company, in
all cases of holding general meetings in the reporting period.
1. in the reporting period, shareholders were entitled to propose
new items to be included on the agenda of the annual general
meeting at least 60 days after the end of the respective calen-
dar year.
2. in the reporting period, the company did not refuse to accept
proposals for the agenda or candidates to the company’s
bodies due to misprints or other insignificant defects in a
shareholder’s proposal.
1. the company’s internal document (internal policy) includes
provisions whereby any participant of the general meeting may,
until the end of the general meeting, request a copy of the ballot
filled by that participant to be certified by the company’s count-
ing board.
Compliant
Compliant
Partially compliant
Compliant
Compliant
21
in 2015, when holding the Annual General meeting of Share-
holders, no separate position of the Board of directors on
each agenda item of the general meeting was formed.
At the same time, minutes of the Board’s meetings that
contained the Board’s position on certain agenda items were
submitted to shareholders as part of the materials for the
meeting.
the Company’s obligation to include the Board’s position on
each item of the General meeting’s agenda has been set out
in the new version of the Regulations on the General meeting
of Shareholders of federal Grid Company, and will be met
when preparing the General meeting in 2016.
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Principles Compliance Criteria
Comments
1.1.6
Procedures for holding a general meeting set by
the company should provide equal opportunity
to all persons present at the general meeting to
express their opinions and ask questions that
might be of interest to them.
1. in the reporting period, when general meetings of sharehold-
ers were held in the form of a meeting (joint presence of
shareholders), sufficient time was
provided for reports on agenda items and for further discussion
thereof.
2. Candidates to the company’s governing and control bodies
were available to answer shareholders’ questions at the meet-
ing where they were put to the vote.
3. When making decisions related to the preparation and hold-
ing of the general meeting of shareholders, the board of direc-
tors considered a matter on the use of telecommunications to
provide shareholders with remote access to attend the general
meetings held in the reporting period.
22
1.2
1.2.1
1.2.2
1.2.3
1.2.4
Shareholders should have equal and fair opportunity to participate in the company's profits by means of receiving
dividends
the company should develop and put in place a
transparent and clear mechanism for deter-
mining the amount of dividends and payment
thereof.
1. the company’s dividend policy has been developed, approved
by the board of directors and disclosed.
2. if the company’s dividend policy uses criteria from the
Company’s financial accounts to determine the amount of
dividends, the dividend policy shall employ the consolidated
financial accounts.
the company should not make a decision on
the dividend payment if such decision, without
formally violating limits set by law, is eco-
nomically unjustified and might lead to false
assumptions about the company’s activity.
1. The company’s dividend policy clearly indicates the finan-
cial/economic circumstances under which the Company should
not pay dividends.
the company should not allow deterioration of
dividend rights of its existing shareholders.
1. in the reporting period, the company did not take any actions
leading to the deterioration of dividend rights of the existing
shareholders.
the company should strive to rule out any ways
through which its shareholders can obtain any
profit or gain at the company’s expense other
than dividends and liquidation value.
1. To eliminate other methods for shareholders to obtain profit
(income) at the company’s expense, other than dividends and
liquidation value, the company’s internal documents
establish controls that ensure the timely identification and
procedure for the approval of transactions with persons affili-
ated (related) with substantial shareholders (persons entitled
to dispose of the votes attached to voting shares), where the
law does not formally
recognise such transactions as related-party transactions.
Partially compliant
Partially compliant
Compliant
Compliant
non-compliant
in the reporting period, the Board of directors did not consid-
er the matter on the use of telecommunications to provide
shareholders with remote access to the general meetings.
due to changes in the Rf legislation, when holding the 2016
Annual General meeting of Shareholders, there will be a
remote attendance option provided for shareholders with
nominee-registered holdings that means they will be able to
submit, through the national Settlement depository (nSd),
their electronic voting instructions to the Registrar. in future,
as part of the reform of corporate actions at the nSd, an
electronic voting platform will be established that enables all
holders of securities to participate remotely in general meet-
ings of shareholders
Given the implementation of the recommendation with the
participation of recording organisations at the securities
market, no separate decision of the Board of directors is
planned to be made.
the recommended amount of dividends is determined by
the Board of directors according to the dividend policy, ap-
proved by the Board of directors on 16 January 2010, on the
basis of RAS financial performance.
federal Grid Company is a state-owned company (more than
80.7% of its share capital is indirectly owned by the State).
A decision on dividend payment is made on the basis of
directives issued by the Rf Government with due account of
the Rf Government Resolution no. 774-r dated 29 may 2006
"on Building Positions of a Shareholder – Russian federa-
tion in Joint Stock Companies whose Shares are in the
federal ownership".
therefore, the Company’s internal documents will be
amended if the relevant amendments are introduced to the
Russian legislation with respect to the necessity to calculate
dividends based on consolidated financial performance.
the Company’s internal documents do not provide for
controls that ensure the timely identification and procedure
for the approval of transactions with persons affiliated
(related) with substantial shareholders (persons entitled to
dispose of the votes attached to voting shares), where the
law does not formally
recognise such transactions as
related-party transactions.
the Company’s substantial shareholders are PJSC Ros-
seti that holds 80.13% of voting shares, and the Russian
federation represented by Rosimuschestvo based on the
agreement made with PJSC Rosseti. the Russian federation
has no affiliated persons. Transactions between Federal Grid
Company and Rosseti’s affiliated persons are related-party
transactions. At the same time, to the extent permitted by
the Russian legislation, the Company’s internal documents
specify the procedure for the identification and approval of
related-party transactions.
the Company does not currently plan to make any additional
amendments to its internal documents in respect of the
introducing additional control measures and procedures for
the approval of transactions mentioned in this paragraph.
23
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Principles Compliance Criteria
Comments
1.3
1.3.1
the corporate governance system and practices shall guarantee equal conditions for all shareholders owning
shares of the same category (type), including minority shareholders and foreign shareholders, as well as their
equal treatment by the company.
the company should create conditions that
would enable its governing bodies and control-
ling persons to treat each shareholder fairly, in
particular, which would eliminate the possibility
of any abuse of minority shareholders by major
shareholders.
1. during the reporting period, the procedures for managing
potential conflicts of interest among existing shareholders
were efficient, and the board of directors paid due attention to
conflicts among shareholders, if there were any.
1.3.2
the company should not take any actions that
will or might result in artificial redistribution of
corporate control.
1. the company does not have ’quasi-treasury’ shares or they
were used in the voting during the reporting period.
24
1.4
1.4.1
2.1
2.1.1
2.1.2
The shareholders should be provided with reliable and efficient means of recording their rights in shares as well as
with the opportunity to freely dispose of such shares in a non-onerous manner.
the shareholders should be provided with
reliable and efficient means of recording their
rights in shares as well as with the opportunity
to freely dispose of such shares in a non-oner-
ous manner.
1. the registrar’s quality and reliability in maintaining the
shareholder register meet the Company’s and its shareholders’
needs.
the board of directors provides strategic governance of the company, determines main principles of and ap-
proaches to the organisation of the company’s risk management and internal control system, supervises the
company’s executive bodies, and performs other key functions.
the board of directors should be responsible
for making decisions to appoint and remove
members of executive bodies, including in
connection with their failure to discharge their
duties properly. the board of directors should
also
ensure that the company’s executive bodies
act in accordance with an approved develop-
ment strategy and the company’s businesses.
1. the board of directors has the powers set out in the Articles
of Association to appoint and remove members of the executive
bodies, as well as determine terms and conditions of contracts
to be entered with them.
2. the board of directors has considered a report (reports) of
the CEo and members of the collective executive board on the
implementation of the company’s strategy.
the board of directors should establish basic
long-term targets of the company’s activity,
evaluate and approve its key performance indi-
cators and principal business goals, as well as
evaluate and approve its strategy and business
plans in respect of its core businesses.
1.during the reporting period, the board of directors considered
matters related to the progress review and updating of the
company’s strategy, the approval of its financial and business
plan (budget), and the review of criteria and performance indica-
tors (including intermediate) of the company’s strategy and
business plan.
Compliant
non-compliant
Compliant
Partially compliant
Compliant
in the reporting period, ‘quasi-treasury’ shares of federal Grid
Company were involved in the voting at the Annual General
meeting
Agenda of the General meeting of Shareholders annually
includes items on the approval of related-party transactions,
including those of the insurance contracts. the company’s
major shareholder shall not vote on the above issue because
it is recognised to be a related party.
in accordance with the legislation of the Russian federation,
the decision on this issue shall be taken by majority of votes
of all shareholders not interested in the transaction.
Given the ownership structure of federal Grid Company (the
high concentration of share capital with a dispersed minority
stake), there is a high risk of non-decision by the General
meeting of Shareholders on key issues, including those
stipulated by the Rf legislation (insurance, issues related to
the additional issue of shares, etc.).
thus, there remains a need for the Company to vote by
‘quasi-treasury’ shares at the General meetings of Sharehold-
ers.
however, trying to comply with the best corporate gover-
nance practices, the Company plans, when preparing to the
Annual General meeting, that the Board of directors will con-
sider the relevant matter and make a conceptual decision on
the use of ‘quasi-treasury’ shares in the voting at the AGm.
According to the Company’s Articles of Association, the
Board of directors shall appoint members of the federal
Grid’s management Board, and the General meeting of
Shareholders shall appoint the Chairman of the manage-
ment Board.
the Company does not plan to amend its Articles of Asso-
ciation with respect to delegation of the authority to appoint
the management Board’s Chairman to the Board of directors
because of the high risk of financial and economic implica-
tions for the Company resulting from the possible demand
for redemption of minority stakes.
25
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Principles Compliance Criteria
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2.1.3
2.1.4
2.1.5
2.1.6
2.1.7
the board of directors should determine prin-
ciples of and approaches to the organisation of
the company’s risk management and internal
control system.
the board of directors should determine the
company’s policy on remuneration due to and/
or reimbursement of expenses incurred by its
board members, members of its executive bod-
ies and other key managers.
the board of directors should play a key role in
prevention, detection and resolution
of internal conflicts between the company’s
bodies, shareholders and employees.
the board of directors should play a key role in
ensuring that the company is transparent,
discloses information in full and in a timely
manner, and provides its shareholders with easy
access to its documents.
the board of directors should monitor the com-
pany’s corporate governance practices and play
a key role in its material corporate events.
1. the board of directors has determined principles of and
approaches to the organisation of the company’s risk manage-
ment and internal control system.
2. in the reporting period, the board of directors reviewed the
company’s internal control and risk management system.
1. the company has developed and implemented the policy(-
ies) approved by the board of directors on the remuneration due
to and reimbursement of expenses incurred by the board mem-
bers, members of its executive bodies and other key managers.
2. during the reporting period, the board of directors considered
matters related to the above policy(-ies).
1. the board of directors plays a key role in prevention, detec-
tion and resolution of internal conflicts.
2. the company has established a system for identifying trans-
actions involving conflicts of interest and a system of measures
aimed at resolving such conflicts.
1. the board of directors has approved the regulations on the
information policy.
2. the company has determined persons responsible for imple-
menting the information policy.
1. during the reporting period, the board of directors considered
matters on the company’s corporate governance practices.
26
2.2
the board of directors should be accountable to the company’s shareholders.
2.2.1
information about the board of directors’ work
should be disclosed and provided to the share-
holders.
1. the company’s annual report
for the reporting period includes
information on the attendance at meetings of the board of
directors and its committees.
2. the annual report contains
information on the main findings of the Board of Directors’
performance
evaluation for the reporting period.
2.2.2
the chairman of the board of directors must be
available to communicate with the company’s
shareholders.
1. the company has a transparent procedure that enables
shareholders to submit their questions and positions
thereon to the chairman of the board of directors.
Compliant
Compliant
Compliant
Compliant
Partially compliant
Compliant
Compliant
27
during the reporting period, the Board of directors did not
consider separately a matter on the Company’s corporate
governance practices.
however, the corporate governance practices were consid-
ered by the Board within the approval of a Plan of Actions
(‘road map’) on implementing the key provisions of the
Russian Corporate Governance Code and approval of the
Company’s Corporate Governance Code.
in the second quarter of 2016, a matter will be placed for
consideration of the hR and Remuneration Committee and
the Board of directors on the results of the Board perfor-
mance evaluation and self-assessment of the federal Grid’s
corporate governance quality.
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Comments
2.3
2.3.1
The board of directors should be an efficient and professional governing body of the company capable of making
objective and independent judgments and taking decisions in the best interests of the company and its sharehold-
ers.
only persons with impeccable business and
personal reputation should be elected to the
board of directors; such persons should also
have knowledge, skills, and experience required
to make decisions that fall within the role and
responsibilities of the board of directors and to
perform its functions efficiently.
1. the procedure for the board of directors’ performance evalu-
ation adopted in the company includes, among other things,
evaluation of professional skills and expertise of the board
members.
2. in the reporting period, the board of directors (or its nomina-
tion committee) evaluated candidates to the
board of directors in terms of their experience, knowledge, busi-
ness reputation, absence of conflicts of interest, etc.
28
2.3.2
Board members should be elected pursuant to
a transparent procedure enabling shareholders
to obtain information about the respective can-
didates that is sufficient to get an idea of the
candidates’ personal and professional qualities.
1. in all cases when a general meeting of shareholders was held
during the reporting period, the agenda of which
included the election of the board of directors, the company
provided shareholders with biographical data of all candidates
to the board of
directors, results of the evaluation of such candidates per-
formed by the board of directors (nomination committee), as
well as information on the candidates’ compliance with the
independence criteria according to the recommendations in
paragraphs 102 to 107 of the Code, and the candidates’ written
consent to be elected to the board of directors.
2.3.3
2.3.4
the composition of the board of directors
should be balanced, in particular, in terms
of qualifications, expertise, knowledge and
business qualities of its members. the board
of directors should enjoy the confidence of
shareholders.
the number of members of the company’s
board of directors must enable the board to or-
ganise its activities in the most efficient way, in
particular, to create board committees, as well
as to enable the company’s substantial minority
shareholders to elect a candidate to the board
of directors for whom they would vote.
1. As part of the board performance evaluation carried out in
the reporting period, the board of directors reviewed its own
needs in professional expertise, experience and business skills.
1. As part of the board performance evaluation carried out in
the reporting period, the board of directors considered whether
the size of the board was appropriate in terms of the company’s
needs and shareholder interests.
in the reporting period, the Board of directors or the hR and
Remuneration Committee performed no evaluation of candi-
dates to the Board of directors.
Given the ownership structure of federal Grid Company, the
issue of electing the Board of directors and shaping the po-
sition of the major shareholder in respect of the nominated
candidates is regulated by the procedure set out by the deci-
sions of the Government of the Russian federation.
the Commission for selecting independent directors at the
Rosimuschestvo conducts evaluation of candidates’ experi-
ence, knowledge, business reputation, absence of conflicts
of interest, etc., at the stage of selecting candidates.
taking into account the above procedure for nominating
candidates to the Board of directors, the Company does not
plan to place a separate matter on candidates’ evaluation
for consideration of the Board of directors or the hR and
Remuneration Committee.
in the reporting period, when preparing the General meeting
of Shareholders, no information was provided to share-
holders on the results of the board candidates’ evaluation
performed by the Board of directors or the hR and Remuner-
ation Committee, as well as on the candidates' compliance
with the independence criteria recommended by paragraphs
1-2 – 107 of the Code.
Given the ownership structure of federal Grid Company, the
issue of electing the Board of directors and shaping the po-
sition of the major shareholder in respect of the nominated
candidates is regulated by the procedure set out by the deci-
sions of the Government of the Russian federation.
Evaluation of candidates against their compliance with the
independence criteria (provided for in the listing Rules)
is conducted at the stage of selecting candidates by the
Commission for selecting independent directors at the
Rosimuschestvo with the confirmation of compliance by the
moscow Stock Exchange.
necessary information on each candidate (biographical
data, availability of written consent) was submitted to
shareholders as part of the materials for the Annual General
meeting of Shareholders.
When preparing the 2016 Annual General meeting, the Com-
pany plans, in addition to the above information on the Board
candidates, to provide shareholders with the information on
their compliance with the independence criteria specified by
the moscow Exchange listing Rules.
Partially compliant
Partially compliant
Compliant
Compliant
29
Evaluation of the Board
performance in 2015
was conducted in the 1st
quarter of 2016.
Evaluation of the Board
performance in 2015
was conducted in the 1st
quarter of 2016.
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Comments
2.4
The board of directors should include a sufficient number of independent directors.
2.4.1
2.4.2
An independent director should mean any indi-
vidual who has required professional skills and
expertise and is sufficiently able to have his/her
own position and make objective and fair judg-
ments, free from the influence of the company’s
executive bodies, certain groups of sharehold-
ers or other stakeholders. it should be noted
that, under normal conditions, a candidate
(or an elected director) should not be deemed
independent, if he/she is associated with the
company, any of its substantial shareholders,
material trading
partners or competitors, or the government.
it is recommended to evaluate whether candi-
dates nominated to the board of directors meet
independence criteria as well as to review, on
a regular basis, whether independent board
members meet the independence criteria. When
carrying out such evaluation,
substance should take precedence over form.
1. during the reporting period, all
independent members of the
board of directors met the
independence criteria specified
in recommendations 102 to 107
of the Code or were recognised as such by the decision of the
board of directors.
1. in the reporting period, the board of directors (or the nomina-
tion committee) evaluated the independence of each candidate
to the board of directors and submitted the relevant opinion to
shareholders.
2. in the reporting period, the board of directors (or the nomina-
tion committee) reviewed, at least once, the independence of
the existing board members, indicated by the company in the
annual report as independent directors.
3. the company has developed procedures that determine ac-
tions to be taken by a member of the board of directors if he/
she loses his/her independence, including the obligation to
notify the board of directors thereof in a timely manner.
30
Partially compliant
Partially compliant
According to the orders of the Rf Government, the Annual
General meetings of Shareholders in 2014 and 2015 respec-
tively elected the Board of directors with 1 and 3 directors
who met the independence criteria.
Because of the 2014 annual campaign, in the first half of
2015 there arose a reason in respect of the elected indepen-
dent director to change his status.
in the second half of 2015, following the 2015 annual
campaign, one of three independent directors elected to the
Board of directors lost his status also.
in the event of such a situation in the future, the Company
plans that it will be a matter of the Board to decide whether a
certain Board member is independent or not.
in the reporting period, at the Annual General meeting
of Shareholders the Board of directors did not provide
shareholders with an opinion on the independence of each
nominated candidate.
however, the opinion of the Board of directors regarding the
board candidates was given at the meeting of the Board of
directors, which included the consideration of the proposals
of shareholders on nomination of candidates to the Com-
pany’s governing and control bodies.
When preparing the 2016 Annual General meeting, the Com-
pany plans, in addition to the above information on the Board
candidates, to provide shareholders with the information on
their compliance with the independence criteria specified by
the moscow Exchange listing Rules.
Recommendations
under item 2 were actu-
ally observed within the
consideration of matters
on forming composition
of the Board commit-
tees, because of the
Company’s obligation, in
respect of some of them,
to include members/to
appoint a chairman from
among the independent
members of the Board of
directors.
31
2.4.3
At least one third of the board of directors shall
be independent directors.
1. At least one third of the board of directors shall be indepen-
dent directors.
Partially compliant
2.4.4
independent directors
should play a key role in
the prevention of internal
conflicts in the company
and in material
corporate actions taken by the latter.
1. independent directors (who do
not have any conflicts of interest)
perform a preliminary
evaluation of material
corporate actions related to a
potential conflict of interest, and
the findings of such evaluation are submitted to the
board of directors.
non-compliant
in the reporting period, the number of independent directors
in the Company’s Board was less than one third.
it was due to the following. According to the orders of the Rf
Government, the Annual General meetings of Shareholders
in 2014 and 2015 respectively elected the Board of directors
with 1 and 3 directors who met the independence criteria.
Because of the 2014 annual campaign, in the first half of
2015 there arose a reason in respect of the elected indepen-
dent director to change his status.
in the second half of 2015, following the 2015 annual
campaign, one of three independent directors elected to the
Board of directors also lost his status.
Independent directors (who do not have any conflicts of
interest) do not perform a preliminary evaluation of material
corporate actions related to a potential conflict of interest.
the Company’s Articles of Association, approved in 2015, do
not define a concept of material corporate actions.
However, based on the definition of this concept in the
Corporate Governance Code, it should be noted that the
Company’ Articles of Association provide for relevant
responsibilities of the governing bodies on matters related,
according to the Code, to material corporate actions.
it should also be noted that in the reporting period the
Company made two transactions out of the list of material
corporate actions specified in the Code that were not related
to a potential conflict of interest.
issues related to material transactions are regulated in
accordance with the Russian legislation and the Company’s
internal documents.
the Company does not plan to amend its internal docu-
ments specifying the procedure for approval of materials on
issues to be included in agenda of a scheduled meeting of
the Board of directors.
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32
2.5
2.5.1
2.5.2
2.5.3
2.6
2.6.1
2.6.2
2.6.3
the chairman of the board of directors should contribute to the most effective implementation of functions im-
posed on the board.
the chairman of the board of directors shall be
an independent director; or a senior indepen-
dent director shall be appointed among the
company’s independent directors to coordinate
work of the independent directors and to liaise
with the chairman of the board.
1. the chairman of the board of directors is an independent
director; or a senior independent director has been appointed
among the company’s independent directors.
2. the role, rights and duties of the chairman of the board of
directors (and, if applicable, the senior independent director) are
properly specified in the
company’s internal documents.
the board chairman should ensure that board
meetings are held in a constructive
atmosphere and that all items on the meeting
agenda are discussed freely. the chairman
should also monitor execution of decisions
made by the board of directors.
the chairman of the board of directors must
take all measures as may be required to provide
the board members in a timely manner with in-
formation required to make decisions on issues
on the agenda.
1. the performance of the
board chairman was evaluated as part of the board perfor-
mance evaluation in the reporting period.
1. the duty of the chairman of
the board of directors to ensure all board members are provided
with relevant information on meeting addenda in a timely man-
ner is set out in the Company’s internal documents.
Board members must act reasonably and in good faith in the best interests of the company and its shareholders,
being sufficiently informed, with due care and diligence.
Board members should make decisions consid-
ering all available information, in the absence
of a conflict of interest, treating shareholders
of the company equally, and assuming normal
business risks.
1. the company's internal documents establish that a member
of the board of directors is obliged to inform the board of direc-
tors if he/she has a conflict of interest with respect to any item
on the agenda for a meeting of the board of directors or a board
committee, prior to the discussion of the respective agenda
item.
2. the company's internal documents provide that a member
of the board of directors should refrain from voting on any item
where he/she has a conflict of interest.
3. the company has established a procedure that enables the
board of directors to obtain professional advice on matters fall-
ing within its remit, at the company’s expense.
Rights and duties of board members should
be clearly defined and set out in the company’s
internal documents.
1. the company has adopted and disclosed an internal docu-
ment that clearly defines the right and duties of members of the
board of directors.
Board members should have sufficient time to
discharge their duties.
1. individual attendance of board and committee meetings, as
well as the time devoted to the preparation for meetings was
taken into account in the course of board performance evalua-
tion in the reporting period.
2. According to the company’s internal documents, members of
the board of directors are obliged to notify the board of direc-
tors of their intention to join
governing bodies of other companies (except for the company’s
affiliates and
dependent companies) and of such actual appointments.
Partially compliant
Chairman of the Board of directors is not an independent
director.
in accordance with subparagraph "d" of paragraph 1 of the
list of instructions of the President of the Russian federation
no. Pr-846 dated 02 April 2011, as well as the Rf Govern-
ment order no. iSh-P13-26pr dated 08 April 2011, profes-
sional attorneys shall be elected as chairmen of the boards
of directors of companies with state participation.
in the reporting period, the Company did not practice the
appointment of a senior independent director.
it is not planned to appoint a senior independent director
in 2016.
Compliant
Compliant
Compliant
Compliant
Compliant
33
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2.6.4
2.7
2.7.1
2.7.2
2.7.3
All board members should have equal opportu-
nity to access the company’s documents and
information. newly elected board members
should be provided with sufficient
information about the company and work of its
board of directors as soon as practicable.
1. According to the company’s internal documents, members of
the board of directors are entitled to access documents and to
make requests relating to the company and its affiliates, and the
company’s executive bodies are obliged to provide the relevant
information and documents.
2. the company has a formalised induction programme for
newly elected members of the board of directors.
meetings of the board of directors, preparation for them, and participation of board members therein should en-
sure the effective performance of the board.
it is recommended that meetings of the board
of directors be held as needed, with due ac-
count of the Company’s scope of activities and
its current objectives.
the company’s internal documents should
establish a procedure for preparing and holding
meetings of the board of directors, enabling the
board members to prepare for the meetings
properly.
the form of a meeting of the board of direc-
tors should be determined with due account
of importance of issues on the agenda. most
important issues should be decided at meet-
ings held in person.
1. the board of directors held at least six meetings in the report-
ing period.
1. the company has adopted an internal document that governs
the procedure for preparing and holding board meetings and
specifies, among other things, that a notice of the meeting
should normally be made at least five days prior to the meeting.
1. The сompany’s Articles of Association or internal document
provide that the most
important issues (according to
the list in Recommendation 168
of the Code) should be
considered at board meetings held in person.
34
Compliant
Compliant
Compliant
non-compliant
35
the Company’s Articles of Association and internal docu-
ments do not determine what issues should be considered
at Board meetings held in person.
According to the recommendations of the Corporate Gov-
ernance Code, issues to be considered at meetings held in
person include the following:
issues relating to holding an Annual General meeting of
Shareholders;
issues to be resolved in accordance with the directives of
the Rf Government;
approval of the Company’s material transactions;
consideration of material aspects of business of any legal
entities controlled by the Company;
issues relating the Company’s business (including business
plans);
other issues, including the results of the Board performance
evaluation, consideration of a risk management policy, etc.
thus, a number of issues that, according to the Code, require
face-to-face consideration by the Board of directors involve
tight deadlines for consideration what does not allow to
ensure holding a Board meeting in person within the time
specified by law due to a possible lack of quorum.
the Company does not plan to amend its Articles of Asso-
ciation and/or internal documents to specify what issues are
to be considered at meetings held in person.
At the same time, the Board’s work plan determines prior-
ity issues to be considered at the meeting held in person,
including the approval of the business plan (consolidated
business plan that includes key performance indicators of
subsidiaries and associates) and the Company’s investment
programme, the long-term development Programme.
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2.7.4
decisions on the most important issues relating
to the company’s business should be made at a
meeting of the board of directors by a qualified
majority vote or by a majority vote of all elected
board members.
1. the company’s Articles of Association provides that deco-
sions on the most critical issues outlined in
Recommendation 170 of the Code shall be made at a meeting
of the board of directors by a qualified majority of at least three
quarters of votes or by a
majority of votes of all elected
members of the board of directors.
non-compliant
36
2.8
2.8.1
2.8.2
the board of directors should establish committees for preliminary consideration of the most important issues of
the company’s business.
for the purpose of preliminary consideration of
any matters relating to oversight of the Com-
pany’s business, it is recommended to establish
an audit committee composed of independent
directors.
for the purpose of preliminary consideration of
matters relating to the development of efficient
and transparent remuneration practices, it is
recommended to establish a remuneration
committee composed of independent directors
and chaired by an independent director who
should not be the board chairman.
1. the board of directors established an audit committee com-
posed of independent directors only.
2. the company’s internal documents determine the objectives
for the audit
committee, including those set out by
Recommendation172 of the Code.
3. At least one audit committee member, who is an independent
director, has an experience and knowledge in preparing, analys-
ing, evaluating, and auditing accounting (financial) statements.
4. the audit committee meetings were held at least quarterly
during the reporting period.
1. the board of directors established a remuneration committee
composed entirely of independent directors.
2. the remuneration committee is chaired by an independent
director who is not the chairman of the board of directors.
3. the company’s internal documents determine the objectives
for the remuneration committee, including those set out by
Recommendation180 of the Code.
Compliant
Partially compliant
the Company’s Articles of Association contain no provi-
sions according to which decisions on issues are taken by
the Board of Directors by a qualified majority, not less than
three-quarters of votes or a majority of votes of all elected
members of the Board of directors.
Paragraph 18.8 of the Company’s Articles of Association
specifies the list of issues to be decided by a two-thirds
majority of votes of the Board members participating in the
meeting. in particular, these issues include matters provided
for in item 4 and item 8 of recommendation 170 of the Code:
approval of the Company’s material transactions and consid-
eration of material issues relating to activities of any legal
entities controlled by the Company.
in addition, in accordance with the Articles of Association,
decisions are made by a two-thirds majority of votes of the
Board members participating in the meeting on the Com-
pany participation in other organisations and credit policy
setting.
the Company does not currently plan to make relevant
amendments to its Articles of Association.
in the reporting period, the hR and Remuneration Committee
was composed not only of independent directors. it was due
to the following.
According to the orders of the Rf Government, the Annual
General meetings of Shareholders in 2014 and 2015 respec-
tively elected the Board of directors with 1 and 3 directors
who met the independence criteria.
Because of the 2014 annual campaign, in the first half of
2015 there arose a reason in respect of the elected indepen-
dent director to change his status.
in the second half of 2015, following the 2015 annual
campaign, one of three independent directors elected to the
Board of directors also lost his status.
37
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2.8.3
for the purpose of preliminary consideration
of matters relating to hR planning (succes-
sion planning), professional composition and
fficiency of the board of directors, it is recom-
mended to establish a nomination committee
(nominating committee, hR committee) with
the majority of its members being
independent directors.
1. the board of directors established a nomination committee
(or its objectives, set out in Recommendation 186 of the Code,
are delivered by another committee), and the majority of its
members are independent directors.
2. the company’s internal documents determine the objectives
for the nomination committee (or another committee with the
relevant functions), including those set out by Recommenda-
tion186 of the Code.
38
2.8.4
taking account of the company’s scope of
activities and a risk level, the board of direc-
tors has ascertained that the composition of
its committees meets the objectives of the
Company. Additional committees either were
established, or were not considered necessary
(a strategy committee, a corporate gover-
nance committee, an ethics committee, a risk
management committee, a budget committee,
a committee on health, safety and environment,
etc.).
2.8.5
the composition of the committees should be
determined in such a way that it would allow a
comprehensive discussion of issues being con-
sidered on a preliminary basis with due account
of the variety of opinions.
1. i the reporting period, the company’s board of directors
reviewed the conformity of the membership in its committees
to the objectives assigned to the board and to the company’s
business goals. Additional committees were
either established or were not recognised as necessary.
1. Committees of the board of directors are headed by indepen-
dent directors.
2. the company’s internal documents (policies) contain provi-
sions whereby individuals not included on the audit
committee, the nomination committee and the remuneration
committee may
attend meetings of these committees only upon the invitation
of the chairman of the respective committee.
Partially compliant
Compliant
Partially compliant
the Company has the hR and Remuneration Committee.
Among the list of matters specified in Recommendation 186,
matters reserved for the above Committee do not include
the following: :
interaction with shareholders in the context of selecting
candidates to be nominated to the board of directors.
Analysis of professional qualifications and independence of
all candidates nominated to the board of directors, based on
all information available to the nomination committee; draft-
ing and communicating recommendations to shareholders
in respect of their voting on the election of candidates to the
board of directors.
description of individual characteristics of directors and
the chairman of the board of directors, including time they
should spend on issues related to the company's activities,
both at and outside the board meetings, in the course of
planned and unplanned work.
developing training and professional development pro-
gramme for board members taking into account their indi-
vidual needs, as well as monitoring of practical implementa-
tion of the programme.
Analysis of current and anticipated needs of the company
in terms of professional qualifications of members of its
executive bodies.
At the same time, matters under item 5 are covered within
the Committee responsibilities regarding the appointment of
members of the executive bodies, as well as consideration
of the Company’s organisational structure and amendments
thereto.
The Company does not plan to add the matters specified in
items 1-4 to the Committee’ remit.
the hR and Remuneration Committee and the Audit Com-
mittee are headed by the independent director Sergey n.
mironosetsky.
At the same time, the Strategy Committee and the invest-
ment Committee are headed by the Board members who
are not independent directors – maxim S. Bystrov and
Vyacheslav m. Kravchenko.
the Company’s internal documents do not contain an obliga-
tion to elect independent directors as the chairmen of the
Strategy and investment Committees.
According to the Regulations on the above Committees,
taking into account certain resolutions of the Rf Govern-
ment, these Committees are composed mainly of individuals
who are not members of the Board of directors and provide
an independent and thorough discussion of issues and the
development of preliminary recommendations to the Board
of directors.
39
in the reporting period,
the Board of directors
reviewed the conformity
of its Committees’ com-
position to their objec-
tives when considering
matters on the commit-
tees’ membership, as
well as the approval of
the regulations on the
committees. the Reli-
ability Committee was
terminated in 2015.
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2.8.6
the chairmen of the committees should inform
the board of directors and its chairman of the
work of their committees on a regular basis.
1. during the reporting period, the chairmen of the committees
reported on the committees’ work to the board of
directors on a regular basis.
Partially compliant
Reports of the committee chairmen were not included as
separate items on the agenda of the Board meetings.
however, the reports were submitted to the Board of direc-
tors as part of the Company’s annual report. in addition,
given that all committee chairmen are members of the Board
of directors, information on the committees’ work is regu-
larly submitted by their chairmen at the Board meetings held
in person when considering matters on which the relevant
committee has developed recommendations.
the relevant provisions on the necessity to submit reports
on the committees’ work to the Board of directors have been
included in new versions of the Regulations on the commit-
tees, approved in 2015.
40
2.9
2.9.1
2.9.2
3.1
3.1.1
3.1.2
the board of directors should ensure evaluation of its own performance, and that of its committees and individual
directors.
the board of directors’ performance evaluation
should be aimed at determining
how efficiently the board of directors, its com-
mittees and board members work and whether
their work meets the company’s needs, as
well as at making their work more active and
identifying
areas for improvement.
1. the self-evaluation or external evaluation of the board
performance conducted in the reporting period included the
performance evaluation of the committees, individual directors
and the board as a whole.
2. the results of the self-evaluation or external evaluation of
the board performance, conducted in the reporting period, were
considered at the board meeting held in presence.
Performance evaluation of the board of direc-
tors, its committees and board members should
be conducted on a regular basis, at least once a
year. to conduct an independent performance
evaluation, it is recommended to involve an
outside party (consultant) on a regular basis, at
least once every three years.
1. for an independent evaluation of the board of directors’
performance, an external company (consultant) was
engaged by the company at
least once in three recent
reporting periods.
The company’s corporate secretary shall be responsible for efficient shareholder engagement, coordination of the
company’s actions aimed at protecting the shareholder rights and interests, and support of efficient work of the
board of directors.
the corporate secretary should have knowl-
edge, experience, and qualifications sufficient
for the discharge of his/her responsibilities, as
well as an impeccable reputation and should
enjoy the trust of shareholders.
1. the company adopted and disclosed an internal document –
the Regulations on the Corporate Secretary.
2. the company’s website and annual report provide back-
ground information on the corporate secretary with the
same level of detail as for members of the board of directors
and the executive
leadership of the company.
the corporate secretary should be independent
enough of the
company’s executive bodies and be vested with
powers and
resources required to carry out his/her tasks.
1. the board of directors approves the appointment, dismissal
and additional
remuneration of the corporate
secretary.
Partially compliant
during the reporting period, the Board of directors did not
review the results of the Board performance evaluation
conducted in the reporting period, including the performance
evaluation of the committees, individual directors and the
board as a whole.
Evaluation of the Board performance in 2015 was conducted
in the 1st quarter of 2016. the results of the evaluation are
included in the annual report and are planned to be consid-
ered by the Board of directors in the second quarter of 2016.
41
Compliant
Compliant
Compliant
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42
4.1
4.1.1
4.1.2
4.1.3
4.1.4
4.2
4.2.1
The level of remuneration paid by the company should be sufficient to attract, motivate, and retain individuals
having required skills and qualifications. Remuneration to board members, members of the executive bodies, and
other key managers of the company should be paid in accordance with a remuneration policy approved by the
company.
it is recommended that the level of remunera-
tion paid by the company to its board
members, executive bodies, and other key man-
agers should be sufficient to motivate them to
work efficiently and enable the company to at-
tract and retain competent and qualified profes-
sionals. the company should avoid setting the
level of remuneration any higher than
necessary, as well as an excessively large gap
between the level of remuneration of any of the
above individuals and that of the company’s
employees.
the company’s remuneration policy should
be developed by its remuneration committee
and approved by the board of directors. With
the assistance of its remuneration commit-
tee, the board of directors should monitor the
implementation of and compliance with the
remuneration policy by the company and review
and amend the same, if necessary.
the company’s remuneration policy should
provide for transparent mechanisms to
be used to determine the amount of remunera-
tion due to members of the board of directors,
the executive bodies, and other key managers
of the company, as well as to regulate all types
of payments, benefits, and privileges provided
to any of the above individuals.
the company is recommended to develop a
policy on reimbursement of expenses,
which would contain a list of reimbursable
expenses and specify service levels provided
to members of the board of directors, the
executive bodies, and other key managers of
the company. Such policy can be a part of the
company’s remuneration policy.
1. the company has adopted internal remuneration policy(-ies)
for members of the board of directors, executive bodies and
other key managers that clearly define the approaches to the
remuneration of the above
individuals.
1. in the reporting period, the remuneration committee reviewed
the remuneration policy(-ies) and the practice of its/their imple-
mentation and, if necessary, submitted the relevant recommen-
dations to the board of directors.
1. the company’s remuneration policy(-ies) provide(s) for
transparent mechanisms to be used to determine the amount of
remuneration due to members of the board of directors, the ex-
ecutive bodies, and other key managers of the company, as well
as regulate(s) all types of payments, benefits, and privileges
provided to the above individuals.
1. the company’s remuneration policy(-ies) or other internal
documents establish(-es) the rules on the reimbursement of
expenses to members of the board of directors, executive
bodies and other key managers of the company.
The remuneration system of board members should ensure aligning of the directors’ financial interests with the
long-term financial interests of shareholders.
A fixed annual fee shall be a preferred form of
monetary remuneration of the board
members. it is not advisable to pay a fee for
participation in certain meetings of the board of
directors or its committees. it is not advisable
to use any form of short-term incentives or
additional financial incentives in respect of
board members.
1. fixed annual remuneration was the only monetary form of
remuneration for members of the board of directors for their
work within the board during the reporting period.
Compliant
Compliant
Compliant
Compliant
Compliant
the term ‘other key man-
agers of the Company’ is
not applied according to
the Action Plan ("road-
map") on introducing the
Corporate Governance
Code provisions in the
Company's practice
approved by the Board
of directors on 12 march
2015 (minutes no. 255).
the term ‘other key man-
agers of the Company’ is
not applied according to
the Action Plan ("road-
map") on introducing the
Corporate Governance
Code provisions in the
Company's practice
approved by the Board
of directors on 12 march
2015 (minutes no. 255).
the term ‘other key man-
agers of the Company’ is
not applied according to
the Action Plan ("road-
map") on introducing the
Corporate Governance
Code provisions in the
Company's practice
approved by the Board
of directors on 12 march
2015 (minutes no. 255).
43
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4.2.2
4.2.3
4.3
4.3.1
long-term ownership of shares of the com-
pany contributes most to aligning the financial
interests of board members with the long-term
interests of the company’s shareholders.
however, it is not recommended to make the
right to dispose shares dependent on the
company’s achievement of certain performance
results; nor should board members take
part in the company’s option plans.
it is not recommended to provide for any ad-
ditional allowance or compensation in
the event of early dismissal of board members
in connection with a change in control over the
company or other circumstances.
1. if the company’s internal document(s) - remuneration policy(-
ies) provide(s) for granting shares to members of the board
of directors, clear rules for holding shares by members of the
board of directors, aimed at encouraging long-term ownership
of such shares,
should be available and
disclosed.
1. The Company does not have any additional benefits or com-
pensation in case of the early termination of members of the
board of directors in connection with a change in control over
the company or other circumstances.
the system of remuneration due to members of the executive bodies and other key managers of the company
should provide that their remuneration is dependent on the company’s performance results and their personal
contributions to the achievement thereof.
Remuneration due to members of the executive
bodies and other key managers of the company
should be set in such a way as to ensure a
reasonable and justified ratio between its fixed
portion and its variable portion that is depen-
dent on the company’s performance results and
employees’ personal (individual) contribution to
the achievement thereof.
1. during the reporting period, the annual performance indica-
tors approved by the board of directors were used to
determine the amount of variable
remuneration of members of executive bodies and other key
managers of the company.
2. during the most recent evaluation of the remuneration
system for members of the executive bodies and other key
managers, the board
of directors (the remuneration
committee) made sure the Company applied an efficient ratio of
the fixed portion of remuneration to the variable portion.
3. the company has a procedure for repaying bonuses unlaw-
fully
obtained by members of the executive bodies and other key
managers.
44
Compliant
this criterion is not applicable because the Company’s remuneration policy does not
provide for granting the Company shares to members of the Board of directors.
Compliant
Compliant
45
the remuneration system
for members of the Com-
pany’s executive bodies
is based on the achieve-
ment of the approved
target values of key
performance indicators
(KPis).
the Board of directors
reviews the results of
target achievement, and
payment of remuneration
according to the results
achieved is possible only
upon the decision made
by the Board of directors
to approve the relevant
report.
thus, the possibility to
get remuneration unlaw-
fully is eliminated.
in addition, the results
of the Company’s
KPi achievement are
reviewed by an inde-
pendent auditor, who
evaluates the achieve-
ment of indicators of the
Company’s long-term
development programme
and submits all findings
to the Board of directors,
thus mitigating the risk of
manipulating the report
data or other irregulari-
ties.
4.3.2
Companies whose shares are admitted to trad-
ing at organised markets are recommended to
put in place a long-term incentive programme
for members of the company’s
executive bodies and other key managers in-
volving the company's shares (options or other
derivative financial instruments the underlying
assets for which are the company’s shares).
1. the company has put in place a long-term incentive pro-
gramme for members of the company’s executive bodies and
other key managers involving the company’s shares (financial
instruments based on the company’s shares).
2. the long-term incentive programme for members of the
company’s executive bodies and other key managers implies
that the right to sell shares and other financial instruments used
under such programme will not arise earlier than three years
from their provision. the said right should be made conditional
on the achievement of certain targets by the company.
non-compliant
the Company does not have a long-term incentive pro-
gramme for members of the its executive bodies and other
key managers involving the Company’s shares (financial
instruments based on the company’s shares).
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46
4.3.3
5.1
5.1.1
5.1.2
5.1.3
5.1.4
5.2
5.2.1
5.2.2
the amount of compensation (a so-called
"golden parachute") payable by the company in
the event of early termination of a member of
an executive body or other key manager at the
initiative of the company, provided that there
have been no unfair practices on the part of
such person, should not exceed two times the
fixed portion of his/her annual remuneration.
1. the amount of compensation (golden parachute") paid by the
company in the event of early termination of a member of an
executive body or other key manager at the initiative of the com-
pany, provided that there have been no unfair practices on the
part of such person, did not exceed two times the fixed portion
of his/her annual remuneration in the reporting period.
the company should have a sound risk management and internal control system aimed at providing reasonable
assurance that the company’s goals will be achieved.
the board of directors should determine prin-
ciples of and approaches to the establishment
of the company’s risk management and internal
control system.
1. functions of various governing bodies and business units at
the company in the risk management and internal control sys-
tem are clearly defined in the company’s internal documents/
relevant policy approved by the board of directors.
the company’s executive bodies should create
and maintain an efficient risk management and
internal control system in the company.
1. the company’s executive
bodies ensured the distribution of
functions and powers related
to risk management and internal
control among managers (heads) of business units and divi-
sions accountable thereto.
Compliant
Compliant
Compliant
1. the company has approved an anti-corruption policy.
Compliant
the company’s risk management and internal
control system should enable one to obtain an
objective, fair and clear view of the current posi-
tion and prospects of the company, integrity
and transparency of its accounts and reports,
and reasonableness and acceptability of risks
taken by the company.
the board of directors is recommended to take
sufficient measures to ensure that the existing
risk management and internal control system
of the company is consistent with the principles
of and approaches to its creation as set forth
by the board of directors and that it operates
efficiently.
2. the company has organised an affordable method of
informing the board of directors or its audit committee of any
violations of legislation, internal procedures and the ethics code
of the company.
1. in the reporting year, the
board of directors or the audit committee evaluated the ef-
ficiency of the company’s risk management and internal control
system. Information on the key findings of such evaluation is
included in the company’s annual report.
for regular independent review of reliability and effectiveness of the risk management and internal control system
and corporate governance practices, the company should arrange for internal audits.
it is recommended that internal audits be car-
ried out by a separate structural unit (inter-
nal audit department) to be created by the
company or through engaging an independent
outside party . to ensure the independence of
the internal audit department, it should have
separate lines of functional and administrative
reporting. functionally, the internal audit depart-
ment should report to the board of directors.
When carrying out an internal audit, it is recom-
mended to review effectiveness of the internal
control system and the risk management
system, as well as to review corporate
governance and apply generally accepted stan-
dards of internal auditing.
1. to perform internal audits, the company has established
a separate structural unit that performs internal audit func-
tions and reports functionally to the board of directors, or has
engaged an independent external organisation subject to the
same reporting principle.
1. in the reporting period, as part
of an internal audit, the effectiveness of the internal control and
risk management system was
reviewed.
2. the company applies the generally accepted approaches to
internal control and risk management.
Compliant
Compliant
Compliant
47
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Principles Compliance Criteria
Comments
6.1
the company and its activities should be transparent for its shareholders, investors and other stakeholders.
48
6.2
6.2.1
6.1.1
the Company should develop and implement
an information policy enabling the Company to
efficiently exchange information with its share-
holders, investors and other stakeholders .
6.1.2
the company should disclose information on
its corporate governance system and
practices, including detailed information on
compliance with the principles and
recommendations of the Code.
1. the company has approved an information policy developed
in compliance with the Corporate Governance Code recommen-
dations.
2. the board of directors (or one
of its committees) considered matters related to the company’s
compliance with its information
policy at least once in the
reporting period.
1. the company discloses information on its corporate gover-
nance system and the general corporate governance principles
applied thereby, including on its corporate website.
2. the company discloses information on the composition of its
executive bodies and the board of directors, the
independence of board members and their membership in com-
mittees of the board of directors (as defined in the
Code).
3. if there is a person who controls the company, the company
discloses a
memorandum from the controlling person concerning that per-
son’s plans for corporate governance at the company.
the company should disclose, on a timely basis, full, updated and reliable information about itself so as to enable
its shareholders and investors to make informed decisions.
the company should disclose information in ac-
cordance with the principles of regularity, con-
sistency and timeliness, as well as accessibility,
reliability, completeness and comparability of
data disclosed.
1. the company’s information
policy determines the approaches to, and criteria for, determin-
ing information that
could have a significant influence on the company’s value and
its securities, and the procedures that ensure the timely disclo-
sure of such information.
2. if the company’s securities are traded in foreign markets,
equivalent material information was disclosed in the Russian
federation and in such markets simultaneously in the reporting
period.
3. if foreign investors hold a material share in the company’s
capital, the company disclosed information in Russian and in a
commonly used foreign language in the reporting period.
6.2.2
the company is advised against using a
formalistic approach to information disclosure;
it should disclose material information on its
activities, even if disclosure of such
information is not required by law.
1. in the reporting period, the
company disclosed annual and
interim IFRS financial
statements. the company’s
annual report for the reporting
period includes the annual ifRS
financial statements with the
auditor’s opinion.
6.2.3
the company’s annual report, being one of the
most important tool for communication with
shareholders and other stakeholders, should
contain information enabling one to evaluate
the company’s performance for the year.
2. the company discloses complete information on the com-
pany’s capital structure, according to Recommendation 290 of
the Code, in the annual report and on the company’s website.
1. the company’s annual report contains the company’s operat-
ing and financial highlights.
2. the company’s annual report contains information on envi-
ronmental and social aspects of the company’s business.
the Company has no
information on the avail-
ability of its majority
shareholder’s memoran-
dum concerning its plans
for corporate governance
in federal Grid Company.
As soon as the Company
has such a document
available, the latter will
be disclosed in accor-
dance with the Corporate
Governance Code recom-
mendations.
49
the Company’s securities (Global depositary Receipts) are
traded on the london Stock Exchange. the disclosure of
material information in the Russian federation and abroad is
not equivalent.
the Company provides disclosures in accordance with the
requirements of the financial Services Authority of the uK.
The FSA did not set a specific list of price sensitive informa-
tion, and each issuer decides whether certain information is
price sensitive.
the Company considers most corporate announcements
disclosed in accordance with the legislation of the Rus-
sian federation to be not material to holders of depositary
Receipts.
thus, the Company considers the amount of information
disclosed in accordance with the requirements of the uK
legislation to be sufficient and does not plan to extend it.
Compliant
Compliant
Partially compliant
Compliant
Compliant
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Comments
6.3
6.3.1
the company should provide information and documents requested by its shareholders in accordance with the
principle of equal and easy access.
the exercise by the shareholders of their right
to access the company’s
documents and information should not be
unreasonably
burdensome.
1. the company’s information
policy specifies an easy
procedure for providing access
to shareholders to information, including information on the
legal entities controlled by the
company, upon the request of a
shareholder.
50
6.3.2
When providing information to its sharehold-
ers, the company should maintain a reasonable
balance between the interests of individual
shareholders and its own interests related
to the fact that the company is interested in
keeping confidentiality of sensitive business
information
that might have a material impact on its com-
petitiveness.
1. in the reporting period, the
company did not deny
shareholders’ requests for
information, or such denials were
justified.
2. In cases specified in the
company’s information policy,
shareholders are informed of the
confidential nature of information
and undertake to keep it
confidential.
7.1
7.1.1
Any actions which have or may have a material effect on the company’s share capital structure and its financial
position and, accordingly, on the position of its shareholders (‘material corporate actions’) should be taken on
fair terms and conditions ensuring that the rights and interests of shareholders as well as other stakeholders are
observed.
material corporate actions shall be deemed to
include reorganisation of the company, acquisi-
tion of 30 or more percent of its voting shares
(takeover), entering by the company into any
material transactions, increasing or decreas-
ing its share capital, listing and delisting of its
shares, as well as other actions which might
result in significant changes in rights of
its shareholders or violation of their interests.
it is recommended to include in the company’s
Articles of Association a list of (criteria for
identifying) transactions or other actions fall-
ing within the category of material corporate
actions and provide therein that decisions on
any such actions should fall within the matters
reserved for the company’s board of directors.
1. the company’s Articles of Association specify a list of
actions and other efforts that constitute material corporate
actions, and their determination criteria. decision-making on
material corporate actions falls within the remit of the board of
directors. Where the taking of these corporate actions is directly
referred by law to the remit of the general meeting of sharehold-
ers, the board of directors makes the relevant recommenda-
tions to shareholders.
2. the company’s Articles of Association classify as material
corporate actions, at least, reorganisation of the company, ac-
quisition of 30 or more percent of its voting shares (takeover),
entering into material transactions, increase or decrease of its
share capital, listing and delisting of the company’s shares.
7.1.2
the board of directors should play a key role in
making decisions or developing recommenda-
tions relating to significant corporate actions;
for that purpose, it should rely on opinions of
the company’s independent directors.
1. the company has a procedure whereby independent directors
declare their position on material corporate actions prior their
approval.
Partially compliant
Currently, the information policy of the Company does not
provide declarative obligations of the Company regarding
provision of information on legal entities controlled by the
Company upon request of shareholders. At the same time,
information on legal entities controlled by the Company
(their businesses, contacts, composition of the governing
and control bodies, annual financial indicators) is disclosed
on the website of the Company and in the Company's annual
report.
information on material transactions of legal entities con-
trolled by the Company are also disclosed in the Company's
annual report.
Currently, federal Grid does not have controlled entities that
are material for its business.
the Company does not currently plan to amend its informa-
tion policy in this regard.
if a relevant request is made, information will be submitted
in accordance with the legislation of the Russian federation
and internal documents of the Company.
Compliant
51
Partially compliant
the Company’s Articles of Association, approved in 2015, do
not define a concept of material corporate actions.
however, in accordance with the applicable legislation and
the Company’s Articles of Association, decision making on
matters that relate to material corporate actions specified in
Recommendation 303 of the Code is reserved for the Board
of directors of General meeting of Shareholders. When
submitting for the shareholders ' meeting of any matters,
including material corporate actions, the Board of directors
provides shareholders with appropriate recommendations.
Partially compliant
the Company does not have a formal procedure whereby
independent directors declare their positions on material
corporate actions prior to their approval.
however, the independent members of the Board of direc-
tors have an opportunity to state their position as part of
the preliminary consideration of issues on the agenda of the
specialised committees, composed of independent direc-
tors, as well as when considering issues by the Board of
directors through special opinion or expression in writing.
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Principles Compliance Criteria
Comments
7.1.3
7.2
7.2.1
7.2.2
52
When taking any significant corporate actions
which would affect rights or legitimate interests
of the company’s shareholders, equal terms and
conditions should be ensured for all of share-
holders; if statutory mechanisms designed to
protect the shareholder rights prove to be insuf-
ficient for that purpose, additional measures
should be taken with a view to protecting the
rights and legitimate interests of the company’s
shareholders. in such instances, the company
should not only seek to comply with the formal
requirements of law but should also be guided
by the principles of corporate governance set
out in the Code.
1. the company’s Articles of
Association, taking into account
the particular features of its
business, established lower
minimum criteria for classifying
the company’s transactions as
significant corporate actions than
stipulated by law.
2. during the reporting period, all
significant corporate actions were
approved before their implementation.
The company should have in place such a procedure for taking any significant corporate actions that would enable
its shareholders to receive full information about such actions in time and influence them, and that would also
guarantee that the shareholder rights are observed and duly protected in the course of taking such actions.
When disclosing information about significant
corporate actions, it is recommended to give
explanations concerning reasons for, conditions
and consequences of such actions.
1. in the reporting period, the company disclosed information
on the company’s significant corporate actions in a timely man-
ner and in detail, including the reasons and timeframe for taking
of such actions.
Rules and procedures in relation to significant
corporate actions taken by the company should
be set out in its internal documents.
1. the company’s internal documents provide for the procedure
for engaging an independent appraiser when determining the
value of property to be acquired or disposed of under a major
transaction or a related-party transaction.
2. the company’s internal documents provide for the procedure
for engaging an independent appraiser for determining a price
of the company’s shares, repurchased or redeemed.
3. the company’s internal documents contain an expanded list
of grounds on which members of the company’s board of direc-
tors, as well as other persons referred to in the legislation, are
deemed to be interested in the company’s transactions.
Compliant
Compliant
Partially compliant
53
the Company’s internal documents do not provide for an
extended list of grounds on which members of the Board of
directors, as well as other persons referred to in the legisla-
tion, are deemed to be interested in the company’s transac-
tions.
Given the special aspects of activities of the holding struc-
ture PJSC Rosseti, which includes federal Grid Company,
transactions with legal entities controlled by federal Grid are
related-party transactions. Annually, the Company brings for
consideration of the Board of directors about 400 of such
transactions.
the expansion of grounds on which members of the Board
of directors and other persons referred to in the legislation
are deemed to be interested in the Company’s transac-
tions could hinder the activities of the Company due to the
increase in the number of transactions that require approval.
in addition, there are no such grounds in the Company’s
practice.
the Company does not plan to expand the list of grounds on
which members of the Board of directors and other persons
referred to in the legislation are deemed to be interested in
the Company’s transactions.
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Report of Federal Grid Company
On Compliance with the main principles of the UK Corporate Governance
Code
Report date: 30.03.2016
federal Grid Company, being a public company whose securities (Global depositary Receipts) are traded on the
main market of the london Stock Exchange, applies the main principles of the uK Corporate Governance Code.
Corporate Governance Principle
Compliance
Status
Explanations
Corporate Governance Principle
B.2.
Appointments to
the Board
there should be a formal, rigorous and
transparent procedure for the appointment
of new directors to the board.
Compliance
Status
Partially
compliant
54
Section А
leadership
А.1.
the Role of the
Board
A.2.
division of Respon-
sibilities
А.3.
the Chairman
А.4.
non-Executive
directors
Every company should be headed by an
effective board which is collectively re-
sponsible for the long-term success of the
company.
there should be a clear division of responsi-
bilities at the head of the company between
the running of the board and the executive
responsibility for the running of the com-
pany’s business. no one individual should
have unfettered powers of decision.
the chairman is responsible for leadership
of the board and ensuring its effectiveness
on all aspects of its role.
As part of their role as members of a unitary
board, non-executive directors should
constructively challenge and help develop
proposals on strategy.
Section B
Effectiveness
B.1.
the Composition
of the Board
the board and its committees should have
the appropriate balance of skills, experi-
ence, independence and knowledge of the
company to enable them to discharge their
respective duties and responsibilities ef-
fectively.
Compliant
Compliant
Compliant
Compliant
Compliant
B.3.
Commitment
B.4.
development
All directors should be able to allocate suffi-
cient time to the company to discharge their
responsibilities effectively.
Compliant
All directors should receive induction on join-
ing the board and should regularly update
and refresh their skills and knowledge.
Compliant
B5.
information and
Support
the board should be supplied in a timely
manner with information in a form and of a
quality appropriate to enable it to discharge
its duties.
Compliant
B.6.
Evaluation
the board should undertake a formal
and rigorous annual evaluation of its own
performance and that of its committees and
individual directors.
Compliant
B.7.
Re-election
All directors should be submitted for re-elec-
tion at regular intervals, subject to continued
satisfactory performance.
Compliant
Section C
Accountability
C.1.
financial and Busi-
ness Reporting
C.2.
Risk manage-
ment and internal
Control
the board should present a fair, balanced
and understandable assessment of the
company’s position and prospects.
the board is responsible for determining
the nature and extent of the significant risks
it is willing to take in achieving its strategic
objectives. the board should maintain
sound risk management and internal control
systems.
Compliant
Compliant
Explanations
there is no nominations commit-
tee in the Company. At the same
time, federal Grid complies with the
requirements of the Russian legisla-
tion to the procedure for nominating
board candidates.
federal Grid Company is included
in a special list approved by the
Rf Government decree no. 91-r
dated 23 January 2003, and board
candidates are agreed by the Com-
mission for selecting independent
directors at the Rosimuschestvo
with participation of the interested
federal executive bodies and profes-
sional associations, as well as the
Rf Government and the Administra-
tion of the Rf President.
the Commission for select-
ing independent directors at the
Rosimuschestvo evaluates whether
board candidates meet the indepen-
dence criteria.
At the stage of selecting candidates,
their compliance with the independence
criteria is confirmed by the Moscow
Stock Exchange with the subsequent
submission of results to the Rosi-
muschestvo.
55
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Corporate Governance Principle
C.3.
Audit Committee
and Auditors
the board should establish formal and trans-
parent arrangements for considering how
they should apply the corporate reporting
and risk management and internal control
principles and for maintaining an appropri-
ate relationship with the company’s auditors.
Explanations
Compliance
Status
Compliant
Section d
d.1.
the level and
Components of
Remuneration
d.2.
Procedure
Section E
E.1.
dialogue with
Shareholders
E.2.
Constructive use
of General meet-
ings
Remuneration
Executive directors’ remuneration should be
designed to promote the long-term success
of the company. Performance-related ele-
ments should be transparent, stretching and
rigorously applied.
there should be a formal and transparent
procedure for developing policy on executive
remuneration and for fixing the remuneration
packages of individual directors. no director
should be involved in deciding his or her own
remuneration.
Relations with shareholders
there should be a dialogue with sharehold-
ers based on the mutual understanding
of objectives. the board as a whole has
responsibility for ensuring that a satisfactory
dialogue with shareholders takes place.
Compliant
Compliant
Compliant
the board should use general meetings to
communicate with investors and to encour-
age their participation.
Compliant
56
Appendix 4. information on major
transactions and on transactions made
by federal Grid Company in 2015, which
are recognised under the Rf laws as
related party transactions, and are subject
to approval by the Company’s authorised
governing bodies
Information on major transactions made by PJSC FGC UES in 2015
in 2015, the Company did not enter into any transactions recognised by the federal law on Joint Stock
Companies as major transactions, as well as other transactions to which major transaction approval procedure
applies pursuant to the federal Grid’s Articles of Association.
57
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▶ Information on transactions made by PJSC FGC UES in 2015 that are recognised as related party transactions
under the Russian laws, and are subject to approval by the Company’s authorised governing bodies
no.
transaction description
transaction parties
transaction subject*
transaction price**
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the terms and conditions of the
rental agreement no. 22-07/12 dated 19.04.2012
Rental rate is RuB 916,275.85 per month,
including VAt (18%)
58
1.
2.
3.
4.
5.
Supplementary agreement
no. 1 of 05.02.2014 to the
rental agreement no. 22-
07/12 of 19.04.2012
Contractor agreement for the
performance of construction
and installation works, com-
missioning works and supply
of materials and equipment
under the title: “Program
of replacing of 110-750 kV
voltage transformers at the
facilities of JSC fGC uES (330
kV South-West SS)”
Supplementary agreement
no. 1 to the land sublease
agreement no. 51-13 of
01.01.2013
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Pursuant to the agreement, the Contractor (JSC
“Electrosetservice unEG”) undertakes to perform:
- construction and installation works,
- commissioning works,
- supply of materials and equipment,
and deliver the work to the Customer (JSC fGC
uES), and the Customer undertakes to accept the
work and pay the agreed price according to the
procedure specified by the agreement
JSC fGC uES and JSC idGC
of urals
Amendments to the terms and conditions of the
land sublease agreement no. 51-13 of 01.01.2013
Agreement for performing
design and survey work for
the installation of active
balancing filters at 220 kV
Skovorodino SS
JSC fGC uES and JSC R&d
Centre of fGC uES
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Contractor agreement for
construction and installation,
commissioning works and
supply of materials and equip-
ment under the title: “Program
of replacing of hVl 330-750
kV at 330 kV Pskov SS”
under the agreement, the Contractor (JSC R&d
Centre of fGC uES) undertakes to perform work
on:
- the engineering survey;
- the development of design documentation;
- the development of procurement documentation,
and the Customer (JSC fGC uES) undertakes to
accept the resulst of works and pay the agreed
price according to the procedure specified by the
agreement
under the agreement, the Contractor (JSC “Electro-
setservice unEG”) undertakes to perform:
- construction and installation works,
- commissioning works,
- supply of materials and equipment,
and deliver the results to the Customer (JSC fGC
uES), and the Customer undertakes to accept the
result of works and pay the agreed price in the
manner prescribed by the agreement
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
247 of 26.01.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Work price according to the agreement
shall not exceed RuB 3,422,000.00, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
247 of 26.01.2015)
the amount of lease payment under the
land sublease agreement no. 51-13 of
01.01.2013, subject to supplementary
agreement no. 1 with a protocol of differ-
ences for the period from 01.01.2013 to
01.09.2015 is RuB 1,432,320.60, including
VAt (18%)
the Company’s Board of
directors (minutes no.
247 of 26.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
59
Work price according to the agreement
shall not exceed RuB 18,098,000.01, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
247 of 26.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Work price according to the agreement
shall not exceed RuB 21,123,477.00, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
247 of 26.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC “Rosseti”; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
6.
Real property lease contract
JSC idGC of Centre and
Privolzhie and
JSC fGC uES
the lessor (JSC idGC of Centre and Privolzhie)
transfers and the lessee (JSC fGC uES) accepts
the property for temporary possession and use for
a rental fee
Rental payment is RuB 45,174.38 per
month, including VAt (18%), and the rental
rate for the use and possession of 1 sq.m.
of the property is RuB 500.27 per month,
including VAt (18%)
the Company’s Board of
directors (minutes no.
247 of 26.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
7.
Supplementary agreement
no. 5 to the agency agree-
ment no. A/72 of 21.10.2005
JSC fGC uES and JSC ESSK
uES
Amendments to the essential terms and conditions
of the agency agreement no. A/72 of 21.10.2005
Agency fee is calculated in accordance with
the table set forth in the supplementary
agreement
the Company’s Board of
directors (minutes no.
247 of 26.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
d.l. Shishkin, m.n. Pichugina, who are members
of the Board of directors of a party to the transac-
tion
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
60
8.
9.
10.
11.
12.
13.
14.
15.
Supplementary agreement
no. 5 to the agency agree-
ment no. A/73 of 21.10.2005
JSC fGC uES and JSC ESSK
uES
Amendments to the essential terms and conditions
of the agency agreement no. A/73 of 21.10.2005
Agency fee is calculated in accordance with
the table set forth in the supplementary
agreement
the Company’s Board of
directors (minutes no.
247 of 26.01.2015)
Supplementary agreement
no. 5 to the agency agree-
ment no. A/74 of 21.10.2005
JSC fGC uES and JSC ESSK
uES
Amendments to the essential terms and conditions
of the agency agreement no. A/74 of 21.10.2005
Agency fee is calculated in accordance with
the table set forth in the supplementary
agreement
the Company’s Board of
directors (minutes no.
247 of 26.01.2015)
Supplementary agreement
no. 5 to the agency agree-
ment no. A/75 of 21.10.2005
JSC fGC uES and JSC ESSK
uES
Amendments to the essential terms and conditions
of the agency agreement no. A/75 of 21.10.2005
Agency fee is calculated in accordance with
the table set forth in the supplementary
agreement
the Company’s Board of
directors (minutes no.
247 of 26.01.2015)
Supplementary agreement
no. 6 to the agency agree-
ment no. A/76 of 21.10.2005
JSC fGC uES and JSC ESSK
uES
Amendments to the essential terms and conditions
of the agency agreement no. A/76 of 21.10.2005
Agency fee is calculated in accordance with
the table set forth in the supplementary
agreement
the Company’s Board of
directors (minutes no.
247 of 26.01.2015)
Supplementary agreement
no. 5 to the agency agree-
ment no. A/77 of 21.10.2005
JSC fGC uES and JSC ESSK
uES
Amendments to the essential terms and conditions
of the agency agreement no. A/77 of 21.10.2005
Agency fee is calculated in accordance with
the table set forth in the supplementary
agreement
the Company’s Board of
directors (minutes no.
247 of 26.01.2015)
Supplementary agreement
no. 7 to the agency agree-
ment no. A/78 of 21.10.2005
JSC fGC uES and JSC ESSK
uES
Amendments to the essential terms and conditions
of the agency agreement no. A/78 of 21.10.2005
Agency fee is calculated in accordance with
the table set forth in the supplementary
agreement
the Company’s Board of
directors (minutes no.
247 of 26.01.2015)
Supplementary agreement
no. 7 to the agency agree-
ment no. A/79 of 21.10.2005
JSC fGC uES and JSC ESSK
uES
Amendments to the essential terms and conditions
of the agency agreement no. A/79 of 21.10.2005
Agency fee is calculated in accordance with
the table set forth in the supplementary
agreement
the Company’s Board of
directors (minutes no.
247 of 26.01.2015)
Supplementary agreement no.
4 to the agency agreement
no. 3332 of f 10.10.2005
JSC fGC uES and JSC ESSK
uES
Amendments to the essential terms and condi-
tions of the agency agreement No. № 3332 of
10.10.2005
16.
lease agreement
JSC fGC uES and JSC “Elec-
trosetservice unEG”
the lessor (JSC fGC uES) leases and the lessee
(JSC Electrosetservice unEG) takes movable prop-
erty into temporary possession and use (lease) for
a rental fee
Agent's remuneration (JSC ESSK uES) is
0.19% of the amount of the proposal made
by the winner of the tender or other regu-
lated non-competitive procedure
the Company’s Board of
directors (minutes no.
247 of 26.01.2015)
Rental payment is RuB 432,454.21, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
61
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
d.l. Shishkin, m.n. Pichugina, who are members
of the Board of directors of a party to the transac-
tion
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
d.l. Shishkin, m.n. Pichugina, who are members
of the Board of directors of a party to the transac-
tion
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
d.l. Shishkin, m.n. Pichugina, who are members
of the Board of directors of a party to the transac-
tion
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
d.l. Shishkin, m.n. Pichugina, who are members
of the Board of directors of a party to the transac-
tion
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
d.l. Shishkin, m.n. Pichugina, who are members
of the Board of directors of a party to the transac-
tion
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
d.l. Shishkin, m.n. Pichugina, who are members
of the Board of directors of a party to the transac-
tion
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
d.l. Shishkin, m.n. Pichugina, who are members
of the Board of directors of a party to the transac-
tion
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
d.l. Shishkin, m.n. Pichugina, who are members
of the Board of directors of a party to the transac-
tion
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
no.
transaction description
transaction parties
transaction subject*
transaction price**
17.
Real property lease contract
JSC fGC uES and JSC
moESK
the lessor (JSC fGC uES) agrees to provide the
lessee (JSC moESK) with real property under the
transfer and acceptance certificate for temporary
possession and use for a fee, and the lessee
agrees to pay rent and return the object to the
lessor after agreement expiration in good working
condition (considering natural wear and tear)
the Contractor (JSC “Electrosetservice unEG”)
undertakes to perform emergency and recovery
work to replace t-5 transformer at 220 kV RPP-1
SS of the federal Grid’s branch – Vologda PmES,
and the Customer (JSC fGC uES) undertakes to
accept and pay the completed work in the manner
prescribed by the agreement
the Contractor (JSC “Electrosetservice unEG”) un-
dertakes to perform emergency and recovery work
for autotransformer type AdCt-167000/500/220
(at-2 f. C) replacement at 500 kV Cherepovetskaya
SS of the federal Grid’s branch – Vologda PmES,
and the Customer (JSC fGC uES) undertakes to
accept and pay for the completed work in the man-
ner prescribed by the agreement
Agreement for emergency
and recovery work to replace
t-5 transformer at 220 kV
RPP-1 SS of the federal Grid’s
branch – Vologda PmES
JSC fGC uES and JSC “Elec-
trosetservice unEG”
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Agreement for emergency
and recovery work to replace
autotransformer type AdCt-
167000/500/220 (at-2 f. C) at
500 kV Cherepovetskaya SS
of the federal Grid’s branch –
Vologda PmES
Supplementary agreement no.
5 to the real property lease
contract no. 05.42.592.10 of
03.09.2010
Work contract for the creation
of an automated measuring
and information system for
electricity fiscal metering at
cross-border transmission
lines
JSC fGC uES and JSC idGC
of Siberia
Amendments to the essential terms and condi-
tions of the agreement to the real property lease
contract no. 05.42.592.10 of 03.09.2010
JSC fGC uES and it Energy
Service, llC
the Customer (JSC fGC uES) assigns and pays
for, and the Contractor (it Energy Service, llC)
undertakes to perform works on the creation of an
automated measuring and information system for
electricity fiscal metering at cross-border transmis-
sion lines
62
18.
19.
20.
21.
22.
23.
24.
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
Rental payment is RuB 565,128.00 per
month, including VAt (18%). the amount
of the rental payment for 11 months is RuB
6,216,408.00, including VAt (18 %)
Work price according to the agreement
shall not exceed RuB 16,656,202.23, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
infoRm Ation on mAJoR tRAnSAC tionS
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, Chairman of the
Company’s Board of directors o.m. Budargin, who
is a member of the Board of directors of a party to
the transaction, members of the Company’s Board
of directors: V.m. Kravchenko and A.A. demin,
who are members of the Board of directors of a
party to the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Work price according to the agreement
shall not exceed RuB 11,783,380.00, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Rental payment is RuB 211,760.41 per
month, including VAt (18%), the amount of
the rental payment for 13 months (the rent-
al period during the term of the supplemen-
tal agreement no. 5) is RuB 2,752,885.33,
including VAt (18 %)
Work price according to the agreement is
RuB 5,843,080.34, including VAt (18%)
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, member of the
Company’s Board of directors S.n. mironosetsky,
who is a member of the Board of directors of a
party to the transaction
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
63
Agreement on party replace-
ment in the agreement no.
01-hV of 03.07.2012
JSC fGC uES, JSC “mega-
fon”, JSC “VimpelCom”, A-
telecom, llC and JSC “muS
Energetiki”
Changing the parties and other essential terms
and conditions of the agreement no. 01-hV of
03.07.2012
Agreement on party replace-
ment in the agreement no.
02-hV of 03.07.2012
JSC fGC uES, JSC “mega-
fon”, JSC “VimpelCom”, A-
telecom, llC and JSC “muS
Energetiki”
Changing the parties and other essential terms
and conditions of the agreement no. 02-hV of
03.07.2012
Agreement on party replace-
ment in the agreement no.
03-hV of 03.07.2012
JSC fGC uES, JSC “mega-
fon”, JSC “VimpelCom”, A-
telecom, llC and JSC “muS
Energetiki”
Changing the parties and other essential terms
and conditions of the agreement no. 03-hV of
03.07.2012
Price (monetary valuation) of obligations
assumed by JSC muS Energetiki under
the agreement on party replacement in the
agreement no. 01-hV of 03.07.2012, is RuB
1,226,230.17, including VAt (18%)
Price (monetary valuation) of obligations
taken by JSC muS Energetiki under the
agreement on party replacement in the
agreement no. 02-hV of 03.07.2012, is RuB
1,246,029.28, including VAt (18%)
Price (monetary valuation) of obligations
taken by JSC "muS Energetiki" under the
agreement on party replacement in the
agreement no. 03-hV of 03.07.2012, is RuB
20,691.60, including VAt (18%)
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
64
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
Agreement on party replace-
ment in the agreement no.
04-hV of 03.07.2012
JSC fGC uES, JSC “mega-
fon”, JSC “VimpelCom”, A-
telecom, llC and JSC “muS
Energetiki”
Changing the parties and other essential terms
and conditions of the agreement no. 04-hV of
03.07.2012
Agreement on party replace-
ment in the agreement no.
05-hV of 03.07.2012
JSC fGC uES, JSC “mega-
fon”, JSC “VimpelCom”, A-
telecom, llC and JSC “muS
Energetiki”
Changing the parties and other essential terms
and conditions of the agreement no. 05-hV of
03.07.2012
Agreement on party replace-
ment in the agreement no.
06-hV of 03.07.2012
JSC fGC uES, JSC “mega-
fon”, JSC “VimpelCom”, A-
telecom, llC and JSC “muS
Energetiki”
Changing the parties and other essential terms
and conditions of the agreement no. 06-hV of
03.07.2012
Agreement on party replace-
ment in the agreement no.
07-hV of 03.07.2012
JSC fGC uES, JSC “mega-
fon”, JSC “VimpelCom”, A-
telecom, llC and JSC “muS
Energetiki”
Changing the parties and other essential terms
and conditions of the agreement no. 07-hV of
03.07.2012
Agreement on party replace-
ment in the agreement no.
08-hV of 03.07.2012
JSC fGC uES, JSC “mega-
fon”, JSC “VimpelCom”, A-
telecom, llC and JSC “muS
Energetiki”
Changing the parties and other essential terms
and conditions of the agreement no. 08-hV of
03.07.2012
Agreement on party replace-
ment in the agreement no.
09-hV of 03.07.2012
JSC fGC uES, JSC “mega-
fon”, JSC “VimpelCom”, A-
telecom, llC and JSC “muS
Energetiki”
Changing the parties and other essential terms
and conditions of the agreement no. 09-hV of
03.07.2012
Agreement on party replace-
ment in the agreement no.
10-hV of 03.07.2012
JSC fGC uES, JSC “mega-
fon”, JSC “VimpelCom”, A-
telecom, llC and JSC “muS
Energetiki”
Changing the parties and other essential terms
and conditions of the agreement no. 10-hV of
03.07.2012
Agreement on party replace-
ment in the agreement no.
11-hV of 20.12.2012
JSC fGC uES, JSC “mega-
fon”, JSC “VimpelCom”, A-
telecom, llC and JSC “muS
Energetiki”
Changing the parties and other essential terms
and conditions of the agreement no. 11-hV of
20.12.2012
Agreement on party replace-
ment in the agreement no.
12-hV of 20.12.2012
JSC fGC uES, JSC “mega-
fon”, JSC “VimpelCom”, A-
telecom, llC and JSC “muS
Energetiki”
Changing the parties and other essential terms
and conditions of the agreement no. 12-hV of
20.12.2012
Agreement on party replace-
ment in the agreement no.
13-hV of 20.12.2012
JSC fGC uES, JSC “mega-
fon”, JSC “VimpelCom”, A-
telecom, llC and JSC “muS
Energetiki”
Changing the parties and other essential terms
and conditions of the agreement no. 13-hV of
20.12.2012
Price (monetary valuation) of obligations
taken by JSC "muS Energetiki" under the
agreement on party replacement in the
agreement no. 04-hV of 03.07.2012, is RuB
6,677,383.40, including VAt (18%)
Price (monetary valuation) of obligations
taken by JSC "muS Energetiki" under the
agreement on party replacement in the
agreement no. 05-hV of 03.07.2012, is RuB
6,855,709.35, including VAt (18%)
Price (monetary valuation) of obligations
taken by JSC "muS Energetiki" under the
agreement on party replacement in the
agreement no. 06-hV of 03.07.2012, is RuB
1,412,454.62, including VAt (18%)
Price (monetary valuation) of obligations
taken by JSC "muS Energetiki" under the
agreement on party replacement in the
agreement no. 07-hV of 03.07.2012, is RuB
1,778,162.91, including VAt (18%)
Price (monetary valuation) of obligations
taken by JSC "muS Energetiki" under the
agreement on party replacement in the
agreement no. 08-hV of 03.07.2012, is RuB
1,592,384.70, including VAt (18%)
Price (monetary valuation) of obligations
taken by JSC "muS Energetiki" under the
agreement on party replacement in the
agreement no. 09-hV of 03.07.2012, is RuB
1,113,260.10, including VAt (18%)
Price (monetary valuation) of obligations
taken by JSC "muS Energetiki" under the
agreement on party replacement in the
agreement no. 10-hV of 03.07.2012, is RuB
1,237,385.55, including VAt (18%)
Price (monetary valuation) of obligations
taken by JSC "muS Energetiki" under the
agreement on party replacement in the
agreement no. 11-hV of 20.12.2012, is RuB
135,587.56, including VAt (18%)
Price (monetary valuation) of obligations
taken by JSC "muS Energetiki" under the
agreement on party replacement in the
agreement no. 12-hV of 20.12.2012, is RuB
561,045.51, including VAt (18%)
Price (monetary valuation) of obligations
taken by JSC "muS Energetiki" under the
agreement on party replacement in the
agreement no. 13-hV of 20.12.2012, is RuB
428,661.51, including VAt (18%)
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
65
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES – JSC Rosseti
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Supplementary agreement
no. 1 to the agreement no.
293925 of 06.08.2013
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the essential terms and conditions
of the agreement no. no. 293925 of 06.08.2013
Work price set out in the supplementary
agreement no. 1 to the agreement no.
293925 of 06.08.2013 shall not exceed RuB
86,044,695.30, including VAt (18%)
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
36.
Supplementary agreement
no. 1 of 29.05.2014 to the
agreement no. 01/09V of
01.01.2009
37.
Service agreement
JSC fGC uES and JSC “muS
Energetiki”
Amendments to the essential terms and conditions
of the agreement no. 01/09V of 01.01.2009
JSC fGC uES and JSC idGC
of Siberia
the Contractor (JSC idGC of Siberia) provides
to the Customer (JSC fGC uES) the service for
providing space with a total area of 0.36 sq.m. at
the address: transbaikalian Edge, Khilok, lazo str.,
73 in the Base building to accommodate the equip-
ment, and the Customer shall pay for the provided
service
38.
39.
Supplementary agreement
no. 4 to the agreement no.
82/2010 of 31.08.2010 for the
provision of optical fiber
Supplementary agreement
no. 2 to the premises lease
agreement no. 11-8368 of
16.08.2011
JSC fGC uES and JSC idGC
of Volga
Amendments to the essential terms and conditions
of the agreement no. 82/2010 of 31.08.2010 for
the provision of optical fiber
JSC fGC uES and JSC
“lenenergo”
Amendments to the essential terms and conditions
of the premises lease agreement no. 11-8368 of
16.08.2011
66
40.
Agreement between JSC fGC
uES and JSC inter RAo
JSC fGC uES and JSC inter
RAo
the parties acknowledge the right of succession
to property, rights and obligations of JSC RAo uES
of Russia
41.
Agreement on the transfer
and protection of information
constituting a trade secret
JSC fGC uES,
JSC iGdS of Siberia, JSC tRK
and JSC “CiuS uES”
Protection of information constituting a commer-
cial secret
42.
data exchange agreement
JSC fGC uES,
JSC iGdS of Siberia, JSC tRK
and JSC “CiuS uES”
Arranging data exchange between the parties to
the agreement
JSC fGC uES and JSC “Elec-
trosetservice unEG”
43.
Contractor agreement for the
construction and installation
works on replacement of
inputs 110 kV (3 units) 220 kV
(3 units) at AT-2 220 kV Lodey-
noye pole SS for the needs of
the federal Grid’s branch –
Vyborg PmES
the Contractor (JSC “Electrosetservice unEG”)
undertakes to perform work on technical re-
equipment (construction and installation works on
replacement of inputs 110 kV (3 units) 220 kV (3
units)), and deliver the result to the Customer (JSC
fGC uES) , and the Customer undertakes to accept
and pay for the completed work in the manner
prescribed by the agreement
due to the fact that the agreement on the
transfer and protection of information con-
stituting a trade secret does not provide for
monetary liabilities and is not related to the
transfer of property (property rights), the
agreement price shall not be determined
due to the fact that the agreement on data
exchange does not provide for liabilities of
monetary nature, and is not related to the
transfer of property (property rights), the
agreement price shall not be determined
the Company’s Board of
directors (minutes no.
249 of 06.02.2015)
the Company’s Board of
directors (minutes no.
249 of 06.02.2015)
Work price according to the agreement
shall not exceed RuB 2,697,479.00, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
249 of 06.02.2015)
Service price according to the supplemen-
tary agreement no. 4 to the agreement no.
82/2010 of 31.08.2010 is RuB 31,801.00
per month, including VAt (18%)
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the Company’s Board of
directors (minutes no.
249 of 06.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES – JSC Rosseti
67
Work price set out in the supplementary
agreement no. 1 of 29.05.2014 to the
agreement no. 01/09V of 01.01.2009 is
RuB 138,766.87, including VAt (18%)
Service price according to the agreement
consists of:
- service price in the amount of RuB
2,725.80, including VAt (18%), determined
from calculation of cost of services per 1
month – RuB 247.80, including VAt (18%) ;
- expenses of JSC idGC of Siberia for utili-
ties and operational services in accordance
with the invoice sent
Rental payment determined by the supple-
mentary agreement no. 2 of the premises
lease agreement no. 11-8368 of 16.08.2011
is RuB 331,567.02 per quarter, including
VAt (18%).
Rental payment of the premises for the
period from 01.01.2014 to 12.04.2015
(lease period during the validity term of the
supplementary agreement no. 2) is RuB
1,702,044.03 including VAt (18%)
due to the fact that the agreement between
JSC fGC uES and JSC inter RAo does not
and cannot entail monetary obligations for
the parties, the price of the agreement, that
is an interested party transaction, shall not
be determined
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
the Company’s Board of
directors (minutes no.
248 of 29.01.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, member of the
Company’s Board of directors S.n. mironosetsky,
who is a member of the Board of directors of a
party to the transaction
the Company’s Board of
directors (minutes no.
249 of 06.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti;
member of the Company's Board of directors
and the Chairman of the management Board A.E.
murov, who is a member of the Board of direc-
tors of a party to the transaction, members of
the Company's Board of directors: d.V. fyodorov,
B.Yu. Kovalchuk, V.m. Kravchenko, who are mem-
bers of the Board of directors of a party to the
transaction, Chairman of the Company’s Board of
directors o.m. Budargin, who is a member of the
Board of directors of a party to the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, member of the
Company’s Board of directors S.n. mironosetsky,
who is a member of the Board of directors of a
party to the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, member of the
Company’s Board of directors S.n. mironosetsky,
who is a member of the Board of directors of a
party to the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
68
44.
45.
46.
47.
48.
49.
50.
JSC fGC uES and JSC “Elec-
trosetservice unEG”
JSC fGC uES and JSC “Elec-
trosetservice unEG”
JSC fGC uES and JSC “Elec-
trosetservice unEG”
JSC fGC uES and JSC R&d
Centre of fGC uES
JSC fGC uES and JSC R&d
Centre of fGC uES
JSC fGC uES and JSC “Elec-
trosetservice unEG”
JSC fGC uES and JSC iGdS
of Centre
Contractor agreement for re-
placing high voltage bushings
of 330 kV okulovsky SS, 330
kV South-West SS of the fed-
eral Grid’s branch – novgorod
PmES
Contractor agreement for re-
placing high voltage bushing
330 kV At-1 f.A at South-
Western SS
Agreement for the develop-
ment of design and procure-
ment documentation under
the title: "220 kV Kosmos SS.
Replacement of 220 kV circuit
breakers (3 pcs.)"
Agreement no. 3380 of
24.09.2013 for the develop-
ment of design and working
documentation under the
title: "the security system of
220 kV Centurion SS" under
the electric energy facilities
protection program of JSC
fGC uES
Agreement for the develop-
ment of design and techni-
cal part of the procurement
documentation under the title:
"1150 kV itatskaya SS. Replac-
ing in 1150 kV switches by
Sf6 switches"
Agreement for the develop-
ment of design and procure-
ment documentation under
the title: "220 kV Chesnok SS
reconstruction (replacement
of oil circuit breakers 220 kV)
Service agreement on main-
tenance of 10 kV electricity
supply networks of olympic
facilities during the XXii
olympic winter games and Xi
Paralympic winter games of
2014 in Sochi
the Contractor (JSC “Electrosetservice unEG”) un-
dertakes to perform work on reconstruction of the
facility in accordance with the terms of Reference
of the Customer (JSC fGC uES), and deliver the re-
sult to the Customer, and the Customer undertakes
to accept the results and pay for the completed
work as set forth by the agreement
the Contractor (JSC “Electrosetservice unEG”) un-
dertakes to perform work on replacing high voltage
bushing 330 kV At-1 f.A on South-Western SS and
deliver the result to the Customer (JSC fGC uES),
and the Customer undertakes to accept and pay
the completed work as set forth by the agreement
the Contractor (JSC “Electrosetservice unEG”)
undertakes to perform work on the development
of design and tender documentation and approval
thereof with the Customer, and the Customer (JSC
fGC uES) undertakes to accept the results of work
and pay for them according to the procedure speci-
fied by the agreement
the Contractor (JSC R&d Centre of fGC uES)
undertakes to perform work on:
- the development and approval of project and
working documentation in accordance with the
requirements of technical standards;
- the expert assessment of project documentation;
- the development and approval of procurement
documentation,
and the Customer (JSC fGC uES) undertakes to
accept a result of work and pay for it according to
the procedure specified by the agreement
the Contractor (JSC R&d Centre of fGC uES)
undertakes to perform:
- the engineering survey;
- the development of design and estimate docu-
mentation and testing to obtain a positive expert
opinion;
- the development of the technical content of the
procurement documents, and the Customer (JSC
fGC uES) undertakes to accept the results of work
and pay for them as set forth by the agreement
the Contractor (JSC “Electrosetservice unEG”)
undertakes to perform work on the development of
design and tender documentation and its approval
with the Customer, and the Customer (JSC fGC
uES) undertakes to accept a result of work and pay
for it as set forth by the agreement
in order to ensure the reliable and safe operation
of 10 kV electricitysupply networks of olympic
facilities during the XXii olympic winter games and
Xi Paralympic winter games of 2014 in Sochi in the
area of operational responsibility of the federal
Grid’s branch – Sochi PmES, the Customer (JSC
fGC uES) assigns, and the Contractor (JSC idGC
of Centre) undertakes to provide maintenance of
the facilities subject to the terms of Reference
Work price according to the agreement
shall not exceed RuB 2,000,000.00, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
249 of 06.02.2015)
Work price according to the agreement
shall not exceed RuB 646,347.30, including
VAt (18%)
the Company’s Board of
directors (minutes no.
249 of 06.02.2015)
Work price according to the agreement
shall not exceed RuB 1,137,400.80, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
249 of 06.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Work price according to the agreement
shall not exceed RuB 2,608,903.21, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
249 of 06.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
69
Work price according to the agreement
shall not exceed RuB 3,078,000.00, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
249 of 06.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Work price according to the agreement
shall not exceed RuB 1,155,100.80, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
249 of 06.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Service price according to the agreement
shall not exceed RuB 4,752,517.84, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
249 of 06.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
70
51.
52.
53.
54.
55.
56.
Service agreement on main-
tenance of 10 kV electricity
supply networks of olympic
facilities during the XXii
olympic winter games and Xi
Paralympic winter games of
2014 in Sochi
Service agreement on main-
tenance of 10 kV electricity
supply networks of olympic
facilities during the XXii
olympic winter games and Xi
Paralympic winter games of
2014 in Sochi
Service agreement on main-
tenance of 10 kV electricity
supply networks of olympic
facilities during the XXii
olympic winter games and Xi
Paralympic winter games of
2014 in Sochi
Supplementary agreement no.
1 to the real property lease
contract no. 3.3-25/14/16 of
26.09.2014
Agreement for emergency and
recovery works on replace-
ment of the damaged 500 kV
high-voltage bushing of phase
"A" R-500 at 500 kV lipetsk SS
of the federal Grid’s branch
–upper don PmES
Agreement for preparing
project and working documen-
tation, performing construc-
tion, installation and commis-
sioning works under the title:
"Icing and fluctuations control
at the facilities of the federal
Grid’s branch – mES of Centre
JSC fGC uES and JSC
moESK
JSC fGC uES and JSC
“lenenergo”
JSC fGC uE,
JSC iGdS of Centre and
Volga region
in order to ensure the reliable and safe operation
of 10 kV electricity supply networks of olympic
facilities during the XXii olympic winter games and
Xi Paralympic winter games of 2014 in Sochi in the
area of operational responsibility of the federal
Grid’s branch – "Sochi PmES", the Customer
(JSC fGC uES) assigns, and the Contractor (JSC
moESK) undertakes to provide maintenance of the
facilities subject to the terms of Reference
in order to ensure the reliable and safe operation
of 10 kV electricity supply networks of olympic
facilities during the XXii olympic winter games and
Xi Paralympic winter games of 2014 in Sochi in the
area of operational responsibility of the federal
Grid’s branch – "Sochi PmES", the Customer (JSC
fGC uES) assigns, and the Contractor (JSC “lenen-
ergo”) undertakes to provide maintenance of the
facilities subject to the terms of Reference
in order to ensure the reliable and safe operation
of 10 kV electricity supply networks of olympic
facilities during the XXii olympic winter games and
Xi Paralympic winter games of 2014 in Sochi in the
area of operational responsibility of the federal
Grid’s branch – "Sochi PmES", the Customer (JSC
fGC uES) assigns, and the Contractor (JSC "iGdS
of Centre and Volga region") undertakes to provide
maintenance of the facilities in accordance with
the terms of Reference
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the essential terms and condi-
tions of the real property lease contract no. 3.3-
25/14/16 of 26.09.2014
JSC fGC uES and JSC Elec-
trosetservice unEG”
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Pursuant to the agreement, the Contractor (JSC
“Electrosetservice unEG”) undertakes to perform
emergency and repair work to replace a damaged
high-voltage 500 kV bushing of phase "A" R-500 at
500 kV lipetsk SS of the federal Grid’s branch –
upper don PmES in accordance with the damage
statement of the Customer (JSC fGC uES), and the
Customer undertakes to accept the results of work
and pay for them
the Contractor (JSC “Electrosetservice unEG”) un-
dertakes to complete work and deliver the results
to the Customer (JSC fGC uES), and the Customer
undertakes to accept and pay for the completed
work in the manner stipulated by the agreement
the subject of the agreement is the recovery to
the owner (JSC idGC of Centre and Privolzhie)
of costs for the owner's activities in connection
with the actions of the Company (JSC fGC uES)
for the construction (reconstruction and techni-
cal re-equipment) of electric grid facilities of the
Company that involve reconstruction (transfer,
reconstruction and technical re-equipment, change
of configuration) of OHL of the Owner
57.
Cost recovery agreement
JSC fGC uES and JSC idGC
of Centre and Privolzhie
Service price according to the agreement
shall not exceed RuB 6,955,316.29, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
249 of 06.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, Chairman of the
Company’s Board of directors o.m. Budargin, who
is a member of the Board of directors of a party to
the transaction, members of the Company’s Board
of directors d: A.m. Kravchenko and A.A. demin,
who are members of the Board of directors of a
party to the transaction
Service price according to the agreement
shall not exceed RuB 3,034,586.73, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
249 of 06.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Service price according to the agreement
shall not exceed RuB 7,380,230.41, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
249 of 06.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
71
Rental payment defined in the supplemen-
tary agreement no. 1 of the real prop-
erty lease contract no. 3.3-25/14/16 of
26.09.2014 is RuB 988,381.79 per month,
including VAt (18%)
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Work price according to the agreement
shall not exceed RuB 891,270.02, including
VAt (18%)
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Work price according to the agreement
shall not exceed RuB 71,207,410.00, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
the amount of compensation under the
agreement is RuB 83,093,350.00, VAt-
exempt
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
72
58.
59.
60.
61.
62.
63.
64.
65.
66.
67.
Supplementary agreement
no. 4 to the agreement no.
399 of 01.12.2008 for com-
munication services
Supplementary agreement
no. 2 to the real property
lease contract no. 173/12 of
14.12.2012
Supplementary agreement
no. 1 of 11.03.2014 to the
agreement no. 318/664 of
30.12.2013 for the provision
of services of operation con-
trol of SCS and communica-
tion systems
Supplementary agreement
no. 6 to the agreement no.
80327 of 01.04.2008 on SCS
equipment placement
Supplementary agreement
no. 11 to the agreement no.
9 of 01.09.2010 for mainte-
nance of digital Communica-
tion Systems (dCS)
Supplementary agreement
no. 4 to the agreement no.
117 of 01.07.2010 for the
provision of services of main-
tenance of ESuCCn
Supplementary agreement
no. 3 to the agreement no.
887 of 14.03.2007 on main-
tenance and repair of a set
of equipment and fiber optic
communication lines
Supplementary agreement
no. 13 to the agreement
no. 923 of 01.03.2006 for
the provision of services for
providing communication
channels
Supplementary agreement
no. 14 to the agreement
no. 923 of 01.03.2006 for
the provision of services for
providing communication
channels
Agreement for drafting design
and procurement documenta-
tion under the title: "220 kV
mirage SS. Replacement of
220 kV voltage transformer (7
phases)"
JSC fGC uES and JSC “muS
Energetiki”
Amendments to the essential terms and conditions
of the agreement no. 399 of 01.12.2008 for com-
munication services
JSC fGC uES and JSC “muS
Energetiki”
Changing the validity period of the real property
lease contract no. 173/12 of 14.12.2012
JSC fGC uES and JSC “muS
Energetiki”
Amendments to the essential terms and conditions
of the agreement no. 318/664 of 30.12.2013 for
the provision of services of operation control of
SCS and communication systems
JSC fGC uES and JSC iGdS
of Volga
Amendments to the essential terms and conditions
of the agreement no. 80327 of 01.04.2008 on SCS
equipment placement
JSC fGC uES and JSC “muS
Energetiki”
Amendments to the essential terms and conditions
of the agreement no. 9 of 01.09.2010 for mainte-
nance of digital Communication Systems (dCS)
JSC fGC uES and JSC “muS
Energetiki”
Amendments to the essential terms and conditions
of the agreement no. 117 of 01.07.2010 for the
provision of services of maintenance of ESuCCn
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Service price according to the supplemen-
tary agreement no. 4 to the agreement no.
399 of 01.12.2008 is RuB 87,738.53 per
month, including VAt (18%)
Rental payment set out in the supplemen-
tary agreement no. 2 of the real property
lease contract no. 173/12 of 14.12.2012
is RuB 6,474.88 per month, including VAt
(18%)
Service price defined in the supplementary
agreement no. 1 of 11.03.2014 to the
agreement no. 318/664 of 30.12.2013 shall
not exceed RuB 11,560,585.88, including
VAt (18%), based on the size of the monthly
payment RuB 963,382.16, including VAt
(18 %)
Service price according to the supplemen-
tary agreement no. 6 to the agreement no.
80327 of 01.04.2008 is RuB 34,738.52 per
month, including VAt (18%)
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Service price according to the supplemen-
tary agreement no. 11 to the agreement
no. 9 of 01.09.2010 shall not exceed RuB
9,753,423.57 per month, including VAt
(18%)
Service price according to the agree-
ment for the period from 01.01.2010
to 30.06.2015 shall not exceed RuB
207,524,677.60, including VAt (18%)
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
73
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
JSC fGC uES and JSC “muS
Energetiki”
Amendments to the essential terms and condi-
tions of the agreement no. 887 of 14.03.2007 on
maintenance and repair of a set of equipment and
fiber optic communication lines
Work price according to the supplementary
agreement no. 3 to the agreement no.
887 of 14.03.2007 is RuB 900,046.80 per
month, including VAt (18%)
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
JSC fGC uES and JSC “muS
Energetiki”
Amendments to the essential terms and conditions
of the agreement no. 923 of 01.03.2006 for the
provision of services for providing communication
channels
JSC fGC uES and JSC “muS
Energetiki”
Amendments to the essential terms and conditions
of the agreement no. 923 of 01.03.2006 for the
provision of services for providing communication
channels
JSC fGC uES and JSC “Elec-
trosetservice unEG”
the Contractor (JSC “Electrosetservice unEG”)
in consultation with the Customer (JSC fGC uES)
undertakes to complete a set of work on drafting
design and procurement documentation, and the
Customer undertakes to accept the results of work
and pay them as set forth by the agreement
Service price according to the supplemen-
tary agreement no. 13 to the agreement no.
923 of 01.03.2006 is RuB 1,056,834.59 per
month, including VAt (18%), in accordance
with the Specification of services
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Service price according to the supplemen-
tary agreement no. 14 to the agreement no.
923 of 01.03.2006 is RuB 905,858.23 per
month, including VAt (18%), in accordance
with the specification of services
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Work price according to the agreement
shall not exceed RuB 442,500.00, including
VAt (18%)
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
74
68.
69.
Agreement for drafting design
and procurement documenta-
tion under the title: "500 kV
irtysh SS. Replacement of
voltage transformers demian-
skoe tn-500"
Agreement for drafting design
and procurement documenta-
tion under the title: "220 kV
Knyazhevo SS. Reconstruction
of the system of own needs"
JSC fGC uES and JSC “Elec-
trosetservice unEG”
JSC fGC uES and JSC R&d
Centre of fGC uES
70.
Real property lease contract
JSC fGC uES and JSC
“tyumenenergo”
71.
72.
73.
Agreement for performing
design and research work,
drafting working documenta-
tion, construction, installation
and commissioning work with
equipment supply for the re-
placement of 220 kV voltage
transformer (6 phases) at 220
kV dzhamku SS
Agreement for performing
design and research work,
drafting working documenta-
tion, construction, installation
and commissioning with
equipment supply for the re-
placement of 110 kV voltage
transformer (7 sets) at 500 kV
Komsomolskaya SS
Agreement for performing
design and research work,
construction, installation and
commissioning under the title:
“Replacement of Autotrans-
former-2 at 220 kV oka SS”
JSC fGC uES and JSC “Elec-
trosetservice unEG”
JSC fGC uES and JSC “Elec-
trosetservice unEG”
JSC fGC uES and JSC “Elec-
trosetservice unEG”
the Contractor (JSC “Electrosetservice unEG”)
undertakes to perform work on drafting design and
procurement documentation and its approving with
the Customer (JSC fGC uES), and the Customer
undertakes to accept the result of work and pay
for it according to the procedure specified by the
agreement
the Contractor (JSC R&d Centre of fGC uES)
undertakes to perform work on drafting design and
procurement documentation and its approving with
the Customer (JSC fGC uES), and the Customer
undertakes to accept the result of works and pay
for it for it according to the procedure specified by
the agreement
the lessor (JSC “tyumenenergo”) undertakes to
provide to the lessee (JSC fGC uES) real property
under the transfer and acceptance certificate for
temporary possession and use for a fee, and the
lessee undertakes to pay rent and return the prop-
erty to the lessor after the agreement expiration in
good working condition (considering natural wear
and tear)
the Contractor (JSC “Electrosetservice unEG”)
undertakes to perform work on drafting design and
working documentation; providing supervision and
reconstruction and a complete set of materials,
equipment, spare parts for the equipment in accor-
dance with the design and working documentation,
and deliver the result to the Customer (JSC fGC
uES), and the Customer undertakes to accept the
result of work and pay the stipulated price as set
forth in the agreement
the Contractor (JSC “Electrosetservice unEG”)
undertakes to perform work on drafting design and
working documentation; providing supervision and
reconstruction and a complete set of materials,
equipment, spare parts for the equipment in accor-
dance with the design and working documentation,
and deliver the result to the Customer (JSC fGC
uES), and the Customer undertakes to accept the
result of work and pay the stipulated price as set
forth in the agreement
the Contractor (JSC “Electrosetservice unEG”)
undertakes to perform work and deliver the result
to the Customer (JSC fGC uES), and the Customer
undertakes to accept the results of work and pay
the stipulated price as set forth in the agreement
Work price according to the agreement
shall not exceed RuB 254,880.00, including
VAt (18%)
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Work price according to the agreement
shall not exceed RuB 1,062,790.00, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, member of the
Company’s management Board A.A. Zagaratsky,
who is a member of the Board of directors of a
party to the transaction
Rental payment is RuB 128,351.55 per
month, including VAt (18%).
Rental payment for the period from
01.12.2014 to 31.10.2015 is not more than
RuB 1,411,867.05, including VAt (18%)
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, member of the
Company’s Board of directors A.A. demin, who is
a member of the Board of directors of a party to
the transaction
Work price according to the agreement
shall not exceed RuB 11,421,216.00, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
75
Work price according to the agreement
shall not exceed RuB 11,026,384.00, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Work price according to the agreement
shall not exceed RuB 21,044,151.00, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
74.
75.
Agreement for performing
design and research work,
drafting working documenta-
tion, construction, installation
and commissioning with
equipment supply for the re-
placement of 35 kV oil circuit
breakers at 220 kV levober-
ezhnaya SS
Agreement for performing
design and research work,
drafting working documenta-
tion, construction, installation
and commissioning with
equipment supply for the re-
placement of 220 kV oil circuit
breakers (1t, 2t) at 220 kV
Eterkan SS
JSC fGC uES and JSC “Elec-
trosetservice unEG”
the Contractor (JSC “Electrosetservice unEG”)
undertakes to perform work and deliver the result
to the Customer (JSC fGC uES), and the Customer
undertakes to accept the result of work and pay
the stipulated price as set forth in the agreement
Work price according to the agreement
shall not exceed RuB 13,000,033.89, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
JSC fGC uES and JSC “Elec-
trosetservice unEG”
the Contractor (JSC “Electrosetservice unEG”)
undertakes to perform work and deliver the result
to the Customer (JSC fGC uES), and the Customer
undertakes to accept the result of work and pay
the stipulated price as set forth in the agreement
Work price according to the agreement
shall not exceed RuB 25,138,307.68, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
76.
Cost recovery agreement
JSC fGC uES and JSC idGC
of Volga
76
Compensation to the owner (JSC fGC uES) of
costs for the implementation of measures for
the reconstruction of the owner‘s facility (220 kV
irGRES – Risaevo ohl, 220 kV irGRES – novo-
troitsk ohl, 220 kV irGRES – orskaya-1 ohl, 220
kV irGRES – orskaya-2 ohl), which is necessary
for the construction of the Company’s facility (110
kV orskaya ChP-1 ohl– mSdS-4)
the Contractor (JSC “Electrosetservice unEG”)
undertakes to perform work and deliver the result
to the Customer (JSC fGC uES), and the Customer
undertakes to accept the result of work and pay
the stipulated price as set forth in the agreement
JSC fGC uES and JSC “Elec-
trosetservice unEG”
JSC fGC uES and JSC “muS
Energetiki”
Amendments to the terms and conditions of the
agreement no. 481 of 31.10.2002
JSC fGC uES and JSC “Chi-
taenergo”
the Contractor (JSC "Chitatechenergo") under-
takes to provide services for maintenance of data
transmission systems and means of dispatch and
process control at 220 kV makkaveyevo SS at the
address: transbaikalian Edge, Karymskiy Region,
8 km from the village of darasun (near the federal
highway m58) (including emergency), and the Cus-
tomer undertakes to pay for the services rendered
JSC fGC uES and JSC “Yan-
tarenergo”
the debt repayment of the debtor (JSC “Yantaren-
ergo”) to the Creditor (JSC fGC uES)
77.
78.
79.
80.
Contractor agreement for
performing construction and
installation, commissioning
and supply of materials and
equipment under the title:
“Programme for replacing
330-750kV air circuit breakers
at 330 kV South-West SS
Changes no. 4 to the supple-
mentary agreement no. 13 of
01.09.2009 to the agreement
no. 481 of 31.10.2002
Agreement for providing
services for maintenance of
data transmission systems
and means of dispatch and
process control at 220 kV
makaveyevo SS
Agreement on repayment of
debt incurred under the agree-
ment for electricity transmis-
sion services via unEG no.
544/P of 25.01.2012
81.
Agreement for software
registration
JSC fGC uES and it Energy
Service, llC
the Contractor (it Energy Service, llC) under-
takes to provide services for state registration of
computer programs/databases, copyright holder
of which is JSC fGC uES, and the Customer (JSC
fGC uES) undertakes to pay for services rendered
Compensation amount according to the
agreement is RuB 6,832,405.70, including
VAt (18%)
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
77
Work price according to the agreement
shall not exceed RuB 51,124,054.00, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
250 of 13.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Service price (service code: C4 service
description: keeping a telephone direc-
tory) determined by amendment no. 4 to
the supplementary agreement no. 13 of
01.09.2009 to the agreement no. 481 of
31.10.2002 is RuB 123,310.00 per month,
including VAt (18%)
the Company’s Board of
directors (minutes no.
251 of 16.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Service price according to the agreement
shall not exceed RuB 719,210.04, including
VAt (18%)
the Company’s Board of
directors (minutes no.
251 of 16.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the debt subject to settlement under
the agreement on repayment of debt
incurred under the agreement is RuB
1,761,360,927.47, including VAt (18 %)
the Company’s Board of
directors (minutes no.
251 of 16.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Service price according to the agreement is
RuB 392,000.00, including VAt (18%)
the Company’s Board of
directors (minutes no.
251 of 16.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
78
82.
Supplementary agreement
no. 3 to the agreement no.
527 of 20.05.2009
JSC fGC uES and JSC “muS
Energetiki”
Amendments to the essential terms and conditions
of the agreement no. 527 of 20.05.2009
83.
Compensation agreement
JSC fGC uES and JSC iGdS
of north Caucasus
Compensation to the owner (JSC iGdS of north
Caucasus) of expenses for measures taken in the
interests of and in connection with the activities of
the Company (JSC fGC uES) on the construction
of Company's facility "330 kV nalchik-Vladika-
vkaz-2 ohl"
84.
85.
86.
87.
88.
89.
90.
91.
Supplementary agreement
no. 1 to the agreement no.
222 of 01.07.2011 for moni-
toring Satellite Communica-
tions network (CCC)
Agreement no. m8/29/05-14
of 28.03.2014 on capital and
medium repair of transform-
ers and circuit breakers at the
facilities of the federal Grid’s
branch– "South PmES"
Agreement on termination
the agreement no. 9 of
01.09.2010 for maintenance
of digital Communication
Systems (dCS)
JSC fGC uES and JSC “muS
Energetiki”
Amendments to the essential terms and conditions
of the agreement no. 222 of 01.07.2011 for moni-
toring Satellite Communications network (CCC)
JSC fGC uES and JSC “Elec-
trosetservice unEG”
the Contractor (JSC “Electrosetservice unEG”)
undertakes to perform capital and medium repair
of transformers and circuit breakers at the facili-
ties of the federal Grid’s branch- South PmES in
accordance with the toR of the Customer (JSC
fGC uES), and the Customer undertakes to accept
the result of work and pay for it
JSC fGC uES and JSC “muS
Energetiki”
termination of the agreement no. 9 of 01.09.2010
for maintenance of digital Communication Sys-
tems (dCS)
Agreement for rendering
services on equipment place-
ment
JSC fGC uES and JSC
“lenenergo”
the Contractor (JSC fGC uES) provides to the
Customer (JSC "lenenergo") services on plac-
ing processing equipment in buildings of non-
residential properties of grid industrial technologi-
cal systems - Contractor's substations, and the
Customer undertakes to pay for services rendered
in the manner stipulated by the agreement
Supplementary agreement
no. 2 of 28.03.2014 to the tri-
partite agreement no. 55/13
of 15.05.2013 for electrical
equipment service mainte-
nance
Supplementary agreement
no. 3 of 30.07.2013 to the
agreement no. 04/13 of
11.03.2013 for repair, mainte-
nance and diagnostic inspec-
tion of electric grid facilities
Agreement on termination
of the agreement no. 326-
05/136m of 01.10.2002
Agreement no. 2014/09 of
17.09.2014 for the supply
of materials and equipment,
construction, installation and
commissioning works under
the title: "Reconstruction of
busbar protection at 220 kV
Kirillovskaya SS "
JSC fGC uES, JSC “Electro-
setservice unEG” and JSC
“Electrozavod”
Amendments to the essential terms and conditions
of the tripartite agreement no. 55/13 of 5.05.2013
for electrical equipment service maintenance
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the essential terms and conditions
of the agreement no. 04/13 of 11.03.2013 for
repair, maintenance and diagnostic inspection of
electric grid facilities
JSC fGC uES and JSC “muS
Energetiki”
termination of the agreement no. 326-05/136m of
01.10.2002
JSC fGC uES and JSC “Elec-
trosetservice unEG”
the Contractor (JSC “Electrosetservice unEG”)
undertakes to perform work and deliver the result
to the Customer (JSC fGC uES), and the Customer
undertakes to accept the result of work and pay
the stipulated price as set forth in the agreement
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
251 of 16.02.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Service price according to the supplemen-
tary agreement no. 3 to the agreement no.
527 of 20.05.2009 is RuB 3,749,735.30 per
month, including VAt (18%)
Compensation amount according to the
agreement is RuB 49,520,163.20, including
VAt (18%)
the Company’s Board of
directors (minutes no.
251 of 16.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Service price according to the supplemen-
tary agreement no. 1 to the agreement no.
222 of 01.07.2011 is RuB 172,398.71 per
month, including VAt (18%)
the Company’s Board of
directors (minutes no.
251 of 16.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Work price according to the agreement is
RuB 8,952,290.84, including VAt (18%)
the Company’s Board of
directors (minutes no.
251 of 16.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
the Company’s Board of
directors (minutes no.
251 of 16.02.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
79
Services price under the agreement is
RuB 1,082,588.00, including VAt (18%) per
month, RuB 3,247,764.00, including VAt
(18%) per quarter
the Company’s Board of
directors (minutes no.
253 of 02.03.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Service price according to the supplemen-
tary agreement no. 2 to the agreement no.
55/13 of 15.05.2013 shall not exceed RuB
55,834,936.41, including VAt (18%)
the Company’s Board of
directors (minutes no.
253 of 02.03.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Service price according to the supplemen-
tary agreement no. 3 of 30.07.2013 to the
agreement no. 04/13 of 11.03.2013 shall
not exceed RuB 1,499,633,390.96, including
VAt (18%)
the Company’s Board of
directors (minutes no.
253 of 02.03.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
the Company’s Board of
directors (minutes no.
253 of 02.03.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Work price according to the agreement
shall not exceed RuB 3,142,776.60, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
253 of 02.03.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
92.
Real property lease contract
JSC fGC uES and JSC
“tyumenenergo”
the lessor (JSC “tyumenenergo”) undertakes to
provide to the lessee (JSC fGC uES) real property
under the transfer and acceptance certificate for
temporary possession and use for a fee, and the
lessee undertakes to pay rent and return the prop-
erty to the lessor after the agreement expiration in
good working condition (considering natural wear
and tear)
the Contractor (JSC “Electrosetservice unEG”)
undertakes to perform works and deliver the result
to the Customer (JSC fGC uES), and the Customer
undertakes to accept the result of works and pay
the stipulated price as set forth in the agreement
JSC fGC uES and JSC “Elec-
trosetservice unEG”
93.
94.
Agreement for drafting design
and procurement documen-
tation under the title: "220
kV Pravohettinskaya SS.
Replacement of 220 kV circuit
breakers (2pc)"
Supplementary agreement
no. 2 to the non-residential
premises lease agreement
no. 07-6/559(2010)KS of
16.08.2010
JSC fGC uES and JSC idGC
of Centre
Amendments to the essential terms and conditions
of the non-residential premises lease agreement
no. 07-6 / 559 (2010) KS of 16.08.2010
80
95.
Supplementary agreement
no. 3 to the agreement no.
50-10/511m of 01.10.2010
JSC fGC uES and JSC
"moESK"
Amendments to the essential terms and condi-
tions of the the agreement no. 50-10/511m of
01.10.2010
Supplementary agreement
no. 4 of 19.09.2013 to the
agreement no. 04/13 of
11.03.2013 for electric grid
facilities repair, maintenance
and diagnostic inspection
Agreement no. 294701 of
01.07.2013 for the provi-
sion of services of operative
control of SCS and communi-
cation systems of mES north-
West as amended by the
additional agreement no. 3
Supplementary agreement
no. 6 to the agreement on the
use of standards of organisa-
tions, dated 23.05.2011
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the essential terms and condi-
tions of the agreement no. 04/13 of 11.03.2013
for electric grid facilities repair, maintenance and
diagnostic inspection
JSC fGC uES and JSC “muS
Energetiki”
the Customer (JSC fGC uES) requests, and the
Contractor (JSC “muS Energetiki”) undertakes to
provide the Customer with a comprehensive ser-
vice for the organisation of work of control center
and monitoring the telecommunications network
of mES north-West
JSC fGC uES and JSC So
uES
Amendments to the list of Standards of organisa-
tions of JSC fGC uES and JSC So uES, being an
appendix to the agreement
96.
97.
98.
99.
Rental payment is RuB 21,952.40 per
month, including VAt (18%).
Rental payment for the period from
02.09.2014 to 02.08.2015 is RuB
241,476.40, including VAt (18%)
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
253 of 02.03.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Work price according to the agreement
shall not exceed RuB 758,267.20, including
VAt (18%)
the Company’s Board of
directors (minutes no.
253 of 02.03.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Rental payment according to the supple-
mentary agreement no. 2 to the non-
residential premises lease agreement
no. 07-6/559(2010)KS of 16.08.2010 is
RuB 137,809.59 per month, including VAt
(18%). the amount of rental payment for 11
months is RuB 1,515,905.49, including VAt
(18 %)
the Company’s Board of
directors (minutes no.
253 of 02.03.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Rental payment according to the supple-
mentary agreement no. 3 to the agreement
no. 50-10/511m of 01.10.2010 is RuB
38,472.72 per month, including VAt (18%)
the Company’s Board of
directors (minutes no.
253 of 02.03.2015)
Service price according to the supplemen-
tary agreement no. 4 of 19.09.2013 to the
agreement no. 04/13 of 11.03.2013 is not
more RuB 1,499,633,390.96, including VAt
(18%)
the Company’s Board of
directors (minutes no.
253 of 02.03.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, Chairman of the
Company’s Board of directors o.m. Budargin, who
is a member of the Board of directors of a party to
the transaction, members of the Company’s Board
of directors d: A.m. Kravchenko and A.A. demin,
who are members of the Board of directors of a
party to the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company’s management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Service price according to the agreement
no. 294701 of 01.07.2013 shall not exceed
RuB 29,661,895.98, including VAt (18%)
the Company’s Board of
directors (minutes no.
253 of 02.03.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
81
not provided (the agreement does not and
cannot implicate monetary obligations and
is not related to property / property rights
transfer)
the Company’s Board of
directors (minutes no.
255 of 16.03.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti,
members of the Company's the Board of direc-
tors: V.m. Kravchenko, who is a member of the
Board of directors of a party to the transaction ,
and n.G. Shulginov, who is a member of the man-
agement Board of a party to the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti,
members of the Company's the Board of direc-
tors: V.m. Kravchenko, who is a member of the
Board of directors of a party to the transaction ,
and n.G. Shulginov, who is a member of the man-
agement Board of a party to the transaction
Supplementary agreement
no. 7 to the agreement on the
use of standards of organisa-
tions, dated 23.05.2011
JSC fGC uES and JSC So
uES
Amendments to the list of Standards of organisa-
tions of JSC fGC uES and JSC So uES, being an
appendix to the agreement
not provided (the agreement does not and
cannot implicate monetary obligations and
is not related to property / property rights
transfer)
the Company’s Board of
directors (minutes no.
255 of 16.03.2015)
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
82
100.
Agreement for providing com-
munication channels
JSC fGC uES and JSC “muS
Energetiki”
101.
Agreement for termination
of the agreement no. Ao-2-
10/539m of 01.11.2010
JSC fGC uES and JSC
"moESK"
103.
Real property lease contract
JSC fGC uES
JSC “CiuS uES”
104.
Agreement for drafting design
and procurement documenta-
tion
JSC fGC uES and JSC R&d
Centre of fGC uES
105.
106.
107.
Agreement for diagnosing
underground anchors of
stay-guys for intermediate
supports at ohl 500 kV
Agreement for drafting design
and procurement documenta-
tion under the title: "220 kV
nadym SS. Reconstruction of
switchgear 220 kV and 110
kV"
JSC fGC uES and JSC “Elec-
trosetservice unEG”
JSC fGC uES and JSC “Elec-
trosetservice unEG”
JSC fGC uES and JSC “muS
Energetiki”
Supplementary agreement
no. 1 to the agreement no.
377/1 of 15.02.2013 for
information and telecommuni-
cation support of the Situation
Analysis Centre of JSC fGC
uES and support of meetings
of the headquarters of the
electric grid complex
the Contractor (JSC “muS Energetiki”) provides
the Customer (JSC fGC uES) with communication
services in accordance with the terms and condi-
tions of the agreement
termination of the agreement
the lessor (JSC fGC uES) undertakes to provide
to the lessee (JSC “CiuS uES”) real property under
the transfer and acceptance certificate for tempo-
rary possession and use for a fee (non-residential
premises with a total area of 41.3 sq. m.)
the Contractor (JSC R&d Centre of fGC uES)
undertakes to perform a set of works on:
- engineering survey;
- drafting design documentation under the title:
"Construction of 750 kV leningradskaya – Belozer-
skaya ohl ";
- drafting procurement documentation
the Contractor (JSC “Electrosetservice unEG”)
shall perform diagnostics of underground anchors
for intermediate towers stay-guys at 500 kV ohl”
according to the toR of the Customer (JSC fGC
uES)
the Contractor (JSC "Elektrosetservice unEG")
undertakes to perform works on:
- pre-project survey;
- engineering survey (if necessary);
- development of materials of basic technical solu-
tions and their approval with the Customer (JSC
fGC uES);
- drafting of project documentation and its ap-
proval with the Customer;
- drafting of procurement documentation and its
approval with the Customer
Amendments to the agreement for information
and telecommunication support of the Situation
Analysis Centre of JSC fGC uES and support of
meetings of the headquarters of the electric grid
complex
Service price shall not exceed RuB
2,460,596.00, including VAt (18%)
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
256 of 30.03.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
not provided (the termination agreement
does not and cannot implicate monetary
obligations)
the Company’s Board of
directors (minutes no.
256 of 30.03.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Rental payment is RuB 53,990.94 per
month, including VAt (18%)
the Company’s Board of
directors (minutes no.
256 of 30.03.2015)
Work price shall not exceed RuB
353,415,000.00, including VAt (18%)
the Company’s Board of
directors (minutes no.
257 of 03.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti;
member of the Company's management Board
n.i. Pozdnyakov, who is a member of the Board of
directors and a General director of a party to the
transaction; member of the Company’s manage-
ment Board d.l. Shishkin, who is a member of the
Board of dircetors of a party to the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Work price is RuB 697,380.00, including
VAt (18%)
the Company’s Board of
directors (minutes no.
259 of 13.04.2015)
Work price shall not exceed RuB
3,276,957.60, including VAt (18%)
the Company’s Board of
directors (minutes no.
259 of 13.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
83
Service price for the period from 01.01.2014
to 08.01.2016 is RuB 593,587.20, including
VAt (18%)
the Company’s Board of
directors (minutes no.
259 of 13.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
108.
Supplementary agreement
no. 1 to the agreement dated
25.02.2014 on the use of
national standards
JSC fGC uES and JSC So
uES
Amendments to the list of national standards
specified in the annex to the agreement
not provided (the agreement does not and
cannot implicate monetary obligations and
is not related to property / property rights
transfer)
the Company’s Board of
directors (minutes no.
259 of 13.04.2015)
109.
Real property lease contract
JSC fGC uES and JSC “muS
Energetiki”
the lessor (JSC fGC uES) undertakes to provide
to the lessee (JSC “muS Energetiki”) real property
(non-residential premises) under the transfer and
acceptance certificate for temporary possession
and use for a fee
Rental payment is RuB 31,963.31 per
month, including VAt (18%)
the Company’s Board of
directors (minutes no.
259 of 13.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti,
members of the Company's the Board of direc-
tors: V.m. Kravchenko, who is a member of the
Board of directors of a party to the transaction ,
and n.G. Shulginov, who is a member of the man-
agement Board of a party to the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
110.
Real property lease contract
JSC fGC uES and JSC “muS
Energetiki”
111.
Real property lease contract
JSC fGC uES and JSC “muS
Energetiki”
112.
Real property lease contract
JSC fGC uES and JSC “muS
Energetiki”
113.
Agreement for the lease of
optical fibres
JSC fGC uES and JSC “muS
Energetiki”
84
114.
Real property lease contract
JSC fGC uES and JSC
“tyumenenergo”
JSC fGC uES and JSC
“dESP”
115.
Agreement for drafting
procurement documentation
under the title: "Construction
and installation, commission-
ing works with equipment
supply for construction of 220
kV neryungrinskaya SdPP
– nizhniy Kuranakh – tom-
mot – maya ohl with 220
kV tommot SS and 220 kV
maya SS, the second phase
of construction of 22- kV
tommot SS and extension of
220 kV nizhny Kuranakh SS
(excluding construction of
220 kV ohl, 220 kV maya SS
and fiber-optic communica-
tion lines)"
the lessor (JSC fGC uES) undertakes to provide
to the lessee (JSC “muS Energetiki”) real property
(building) under the transfer and acceptance cer-
tificate for temporary possession and use for a fee
the lessor (JSC fGC uES) undertakes to provide
to the lessee (JSC “muS Energetiki”) real property
(part of premises with an area of 8 sq. m.) under
the transfer and acceptance certificate for tempo-
rary possession and use for a fee
the lessor (JSC fGC uES) undertakes to provide
to the lessee (JSC “muS Energetiki”) real property
(non-residential premises with a total area of 12
sq. m.) under the transfer and acceptance certifi-
cate for temporary possession and use for a fee
the lessor (JSC fGC uES) undertakes to provide
to the Lessee (JSC “MUS Energetiki”) optical fibers
for temporary possession and use for a period of
lease
the lessor (JSC "tyumenenergo") undertakes to
provide to the lessee (JSC fGC uES) real property
(non-residual premises) under the transfer and ac-
ceptance certificate for temporary possession and
use for a fee
in accordance with the assignment of the Cus-
tomer (JSC fGC uES), the Contractor (JSC “dESP”)
will develop procurement documentation within
terms and to the extent specified by the agreement
and approved terms of reference for the develop-
ment of procurement documentation
116.
Agreement for creating ener-
gy-efficient SCB (substation
control building) 500/220/10
kV nizhny novgorod SS
JSC fGC uES and JSC R&d
Centre of fGC uES
117.
Real property lease contract
JSC fGC uES and JSC “Elec-
trosetservice unEG”
the Contractor (JSC R&d Centre of fGC uES)
undertakes to carry out work on:
- drafting design and working documentation;
- supervision;
- reconstruction
- provision of materials, equipment, spare parts
the lessor (JSC fGC uES) undertakes to provide
to the lessee (JSC “Electrosetservice unEG”) real
property under the transfer and acceptance certifi-
cate for temporary possession and use for a fee
Rental payment is RuB 137,426.46 per
month, including VAt (18%)
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
259 of 13.04.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Rental payment is RuB 7,305.90 per month,
including VAt (18%)
the Company’s Board of
directors (minutes no.
259 of 13.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Rental payment is RuB 10,958.85 per
month, including VAt (18%)
the Company’s Board of
directors (minutes no.
259 of 13.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Rental payment is RuB 19,893.35 per
month, including VAt (18%)
Rental payment is RuB 128,351.55 per
month, including VAt (18%)
the Company’s Board of
directors (minutes no.
259 of 13.04.2015)
the Company’s Board of
directors (minutes no.
259 of 13.04.2015)
Work price shall not exceed RuB
461,685.62, including VAt (18%)
the Company’s Board of
directors (minutes no.
261 of 27.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's Board of directors A.A. demin, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
85
Work price shall not exceed RuB
10,856,000.00, including VAt (18%)
the Company’s Board of
directors (minutes no.
261 of 27.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
118.
Agreement for the installa-
tion of bird guards at 220 kV
Amurskaya – Belogorsk/t
ohl with branch lines to
Belogorsk SS, Svobodnens-
kaya SS
JSC fGC uES and JSC “Elec-
trosetservice unEG”
the Contractor (JSC “Electrosetservice unEG”)
undertakes to perform works on the installation of
bird guards
Work price is RuB 1,806,109.40, including
VAt (18%)
the Company’s Board of
directors (minutes no.
261 of 27.04.2015)
Rental payment is RuB 142,800.00 per
month, including VAt (18%)
the Company’s Board of
directors (minutes no.
261 of 27.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
119.
120.
121.
Agreement for the installa-
tion of bird guards at 220 kV
novokievka –fevralskaya ohl
with branch lines to uland-
ochka SS
Agreement for the installa-
tion of bird guards at 220 kV
Amurskaya – Koroli/t ohl
with branch lines to Belogorsk
SS
Agreement for the installation
of bird guards at 500 kV oJl
of Bureyskaya hPP
JSC fGC uES and JSC “Elec-
trosetservice unEG”
the Contractor (JSC “Electrosetservice unEG”) will
work on the installation of bird guards undertakes
to perform works on the installation of bird guards
Work price is RuB 3,484,200.89, including
VAt (18%)
JSC fGC uES and JSC “Elec-
trosetservice unEG”
the Contractor (JSC “Electrosetservice unEG
undertakes to perform works on the installation of
bird guards
Work price is RuB 2,172,484.90, including
VAt (18%)
the Company’s Board of
directors (minutes no.
261 of 27.04.2015)
JSC fGC uES and JSC “Elec-
trosetservice unEG”
the Contractor (JSC “Electrosetservice unEG
undertakes to perform works on the installation of
bird guards
Work price is RuB 3,253,672.88, including
VAt (18%)
the Company’s Board of
directors (minutes no.
261 of 27.04.2015)
122.
lease agreement
JSC fGC uES and JSC “muS
Energetiki”
the lessor (JSC fGC uES) undertakes to provide
the lessee (JSC “muS Energetiki”) with property
under the transfer and acceptance certificate for
temporary possession and use for a fee
86
123.
124.
125.
Supplementary agreement
no. 4 to the agreement no.
02/13 of 15.02.2013
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the agreement
Agreement for software
upgrading
JSC fGC uES and it Energy
Service, llC
the Contractor (it Energy Service, llC) undertakes
to perform works on improving the automated sys-
tem of planning and budgeting of JSC fGC uES
Supplementary agreement
no. 3 to the non-residential
premises lease agreement
no. 93-2012 of 01.06.2012
JSC fGC uES
JSC «CiuS uES»
Amendments to the agreement
126.
Agreement for the lease of
buildings and constructions
JSC fGC uES and JSC “Elec-
trosetservice unEG”
JSC fGC uES and JSC R&d
Centre of fGC uES
127.
Agreement for development
of design and technical part
of tender documentation
according to the lightning-
proof raising program "500 kV
Sayano-Shushenskaya hPP –
novokuznetskaya no. 2 aerial
cable line. the replacement
of ground wearer with more
resistant to sticking of wet
snow with the installation of
icing monitoring systems"
the lessor (JSC fGC uES) undertakes to provide
the lessee (JSC “Electrosetservice unEG”) build-
ings and constructions for temporary compen-
sated possession and use (lease)
the Contractor (JSC R&d Centre of fGC uES) will
perform works on:
- engineering survey;
- registration of land legal relations;
- development of design documentation and the
examination by obtaining a positive expert opinion;
- drafting the technical part of procurement docu-
mentation
Rental payment is RuB 121,650.08 per
month, including VAt (18%)
the Company’s Board of
directors (minutes no.
261 of 27.04.2015)
Work price according to the supplemen-
tary agreement shall not exceed RuB
951,263,438.08, including VAt (18%)
the Company’s Board of
directors (minutes no.
261 of 27.04.2015)
Work price is RuB 493,997.40, including
VAt (18%)
the Company’s Board of
directors (minutes no.
261 of 27.04.2015)
Rental payment according to the supple-
mentary agreement is RuB 251,920.96 per
month, including VAt (18%)
the Company’s Board of
directors (minutes no.
261 of 27.04.2015)
Rental payment according to the agreement
is RuB 122,561.57 per month, including VAt
(18%)
the Company’s Board of
directors (minutes no.
261 of 27.04.2015)
Work price shall not exceed RuB
4,521,600.00, including VAt (18%)
the Company’s Board of
directors (minutes no.
262 of 27.04.2015)
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
261 of 27.04.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti;
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti;
member of the Company's management Board
n.i. Pozdnyakov, who is a member of the Board of
directors and a General director of a party to the
transaction; member of the Company’s manage-
ment Board d.l. Shishkin, who is a member of the
Board of dircetors of a party to the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
87
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
JSC fGC uES and JSC R&d
Centre of fGC uES
the Contractor (JSC R&d Centre of fGC uES) will
perform works on:
- engineering survey;
- registration of land legal relations;
- development of design documentation and the
examination by obtaining a positive expert opinion;
- drafting the technical part of procurement docu-
mentation
Work price is not more RuB 3,346,000.00,
including VAt (18%)
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
262 of 27.04.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Agreement for development
of design and technical part
of tender documentation
according to the lightning-
proof raising program "500 kV
Sayano-Shushenskaya hPP –
novokuznetskaya no. 1 aerial
cable line. the replacement
of ground wearer with more
resistant to sticking of wet
snow with the installation of
icing monitoring systems"
Agreement for the project
development under the invest-
ment program of expansion of
ohl sites unEG of JSC fGC
uES branches – mES under
the title: "Expansion of ohl
routes in the tomsk PmES
service area"
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Agreement no. 3377 of
24.09.2013 for development
of design and working docu-
mentation under the title: "the
security management system
of 220 kV Cometa SS" under
the power facilities protection
program of JSC fGC uES
Agreement for development
of design and procurement
documentation under the title:
"Reconstruction of 500 kV
Pyt-Yakh – nelym ohl"
JSC fGC uES and JSC R&d
Centre of fGC uES
JSC fGC uES and JSC R&d
Centre of fGC uES
88
128.
129.
130.
131.
132.
133.
the Contractor (“Electrosetservice unEG”) will
perform comprehensive works on:
- engineering survey;
- development, coordination of project documenta-
tion;
- obtaining a positive expert opinion on design
documentation;
- development and coordination in the established
procedure of forest development plans (if neces-
sary);
- development of procurement documentation;
- development and approval of working documen-
tation;
- arrangement of approvals and permits
the Contractor (JSC R&d Centre of fGC uES) un-
dertakes to perform comprehensive works on:
- development and approval of project and working
documentation in accordance with the require-
ments of technical standards;
- expert assessment of project documentation;
- development and approval of procurement docu-
mentation
the contractor (JSC R&d Centre of fGC uES)
undertakes to perform works on:
- development and approval of engineering sur-
veys;
- development and approval of project documenta-
tion;
- development and approval of procurement docu-
mentation;
- support of expert assessment (if required) of
project documentation
Work price is not more RuB 3,018,900.00,
including VAt (18%)
the Company’s Board of
directors (minutes no.
262 of 27.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Work price shall not exceed RuB
2,461,839.31, including VAt (18%)
the Company’s Board of
directors (minutes no.
262 of 27.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
89
Work price shall not exceed RuB
1,302,450.00, including VAt (18%)
the Company’s Board of
directors (minutes no.
262 of 27.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Supplementary agreement
no. 1 to the agreement
no. 291 of 31.07.2013 for
design, equipment supply,
construction and installation,
commissioning of automatic
diagnostics systems of GiS
for the needs of the federal
Grid’s branch- mES East
Agreement no. ntC-0813
of 19.08.2013 for drafting
design specification and
estimates under the title
"Reconstruction of 220 kV
mikhaylovskaya SS. Replace-
ment of AT 2х125 MVA with
2x250 mVA transformer and
110 kV capacitor banks"
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the work schedule and cost of
work
Work price according to the supplemen-
tary agreement shall not exceed RuB
19,566,330.14, including VAt (18%)
the Company’s Board of
directors (minutes no.
262 of 27.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
JSC fGC uES and JSC R&d
Centre of fGC uES
the Contractor (JSC R&d Centre of fGC uES)
undertakes to perform works on development of
design specifications and estimates, namely work
on:
- engineering survey;
- drafting design documentation;
- state expertise of project documentation;
- drafting procurement documentation
Work price shall not exceed RuB
10,394,000.00, including VAt (18%)
the Company’s Board of
directors (minutes no.
262 of 27.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
JSC fGC uES and JSC R&d
Centre of fGC uES
Amendments to the agreement
Price is not determined due to the fact that
the supplementary agreement does not
change work price specified by the agree-
ment
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
262 of 27.04.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
134.
135.
136.
Supplementary agreement
no. 3 to the agreement no.
R-85-5/11 of 26.07.2011 for
development of working docu-
mentation, construction and
installation, commissioning,
equipment supply under the
title: "Creation of the intercon-
nection at 220 kV between
uES of Siberia and uES of
East on the basis of the Zabai-
kalskaya converter system on
mogocha SS 220 kV"
Supplementary agreement
no. 5 to the agreement no.
06/13 of 18.02.2013 on re-
pairs, equipment diagnostics
and targeted programmes for
SS and ohl of mES Western
Siberia
Supplementary agreement
no. 6 to the agreement no.
06/13 of 18.02.2013 on re-
pairs, equipment diagnostics
and targeted programmes for
SS and ohl of mES Western
Siberia
90
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the annexes to the agreement
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the annexes to the agreement
Work price is not determined due to the
fact that the supplementary agreement
does not set forth additional works on the
agreement
the Company’s Board of
directors (minutes no.
262 of 27.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Price is not determined due to the fact that
the supplementary agreement does not
change work price provided in the agree-
ment
the Company’s Board of
directors (minutes no.
262 of 27.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
91
137.
Real property lease contract
JSC fGC uES and JSC “tuy-
menenergo”
the lessor (JSC "tyumenenergo") undertakes to
provide to the lessee (JSC fGC uES) real property
under the transfer and acceptance certificate for
temporary possession and use for a fee
138.
Voluntary medical insurance
agreement
JSC fGC uES
JSC “SoGAZ”
Voluntary medical insurance services to employ-
ees of JSC fGC uES
139.
140.
141.
Agreement for the provision
of services of operational
control of dCS and communi-
cation systems for the needs
of the federal Grid’s branch–
mES South
Agreement for the provision
of services of operation con-
trol of dCS and communica-
tion systems of Sochi PmES
Agreement for the provision
of services on technical
maintenance of security and
fire alarm system on 220 kV
makkaveevo SS
JSC fGC uES and JSC “muS
Energetiki”
the Contractor (JSC “muS Energetiki”) undertakes
to provide the service operational control of dCS
and communication systems
JSC fGC uES and JSC “muS
Energetiki”
the Contractor (JSC “muS Energetiki”) undertakes
to provides complete services of operation control
of dCS and communication systems of Sochi
PmES
JSC fGC uES and JSC “Chi-
taenergo”
the Contractor (JSC “Chitaenergo”) undertakes to
provide services for maintenance of security and
fire alarm system on 220 kV Makkaveyevo SS
Rental payment is RuB 192,708.75 per
month, including VAt (18%)
the Company’s Board of
directors (minutes no.
262 of 27.04.2015)
total service price (insurance premium
amount) on the transaction for the whole
period of transaction validity shall not be
equal or exceed 2% of book value of assets
of JSC fGC uES based on its account state-
ments on the latest date before entering
into the agreement
Service price shall not exceed RuB
11,444,982.12, including VAt (18%)
Service price shall not exceed RuB
11,137,700.00, including VAt (18%)
Service price shall not exceed RuB
162,202.80, including VAt (18%)
the Company’s Board of
directors (minutes no.
262 of 27.04.2015)
the Company’s Board of
directors (minutes no.
264 of 30.04.2015)
the Company’s Board of
directors (minutes no.
264 of 30.04.2015)
the Company’s Board of
directors (minutes no.
264 of 30.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's Board of directors A.A. demin, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; members of the
Company’s management Board: A.E. murov, V.A.
Goncharov, A.V. Kazachenkov, A.V. Vasiliev, V.P.
dikoy, A.A. Zagaratsky, n.i. Pozdnyakov, m.G.
Tikhonova, D.L. Shishkin – beneficiaries in the
transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
142.
143.
Agreement for the provision
of services for maintenance
of uninterrupted power supply
system and one time service
for refueling backup diesel
power plant of Situational
analytical center of JSC fGC
uES
Supplementary agreement
no. 1 to the agreement
no. 24/1 of 26.03.2014 on
replacement of reinforced
concrete supports
JSC fGC uES and it Energy
Service, llC
the Contractor (it Energy Service. llC) undertakes
to provide services for maintenance of uninterrupt-
ed power supply system and one time service for
refueling backup diesel power plant of Situational
analytical center of JSC fGC uES
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the agreement in terms of work
deadlines
144.
Agreement for communica-
tion services
JSC fGC uES and JSC “muS
Energetiki”
92
145.
Agreement for the provision
of services of operative con-
trol of SCS and communica-
tion systems of mES
JSC fGC uES and JSC “muS
Energetiki”
146.
Agency agreement
JSC fGC uES and JSC “muS
Energetiki”
the Contractor (JSC “muS Energetiki”) undertakes
to provide services to the Customer (JSC fGC uES)
for access (connection) to the communication
channels
the Contractor (JSC “muS Energetiki”) undertakes
to provide the Customer (JSC fGC uES) the ser-
vices of operative control of SCS and communica-
tion systems of mES in accordance with the terms
of reference
on the instructions of and for the account of
the Principal (JSC fGC uES) Agent (JSC “muS
Energetiki”) on its own behalf concludes contracts
for the provision of local, intercity and international
telephone communication services
147.
148.
149.
150.
Supplementary agreement
no. 4 to the agreement no. 22
of 08.04.2008 on SCS equip-
ment placement
Supplementary agreement
no. 5 to the agreement no.
80326 of 01.04.2008 on SCS
equipment placement
Agreement for operation and
maintenance of dispatch
control system for 2015
Supplementary agreement
no. 1 to the agreement
no. 409 of 01.04.2014 for
operation and maintenance of
dtCn equipment of ESuPCn
of JSC fGC uES
JSC fGC uES and "SC idGC
of Volga
Amendments to the agreement
JSC fGC uES and JSC idGC
of Volga
Amendments to the agreement
JSC fGC uES and JSC “muS
Energetiki”
the Contractor (JSC “muS Energetiki”) undertakes
to perform works on maintenance of dispatch
control system of electric grid facilities
JSC fGC uES and JSC “muS
Energetiki”
Amendments to the annexes to the agreement
151.
Supply agreement no. 738/14
of 04.08.2014
JSC fGC uES and JSC "tRK"
152.
Real property lease contract
JSC fGC uES and JSC “muS
Energetiki”
the Supplier (JSC "tRK") undertakes to transfer
to the Buyer (JSC fGC uES) an insulator Pntu-
20/8000
the lessor (JSC fGC uES) undertakes to provide
to the lessee (JSC “muS Energetiki”) real property
(non-residential premises with a total area of 13
sq.m.) under the transfer and acceptance certifi-
cate for temporary possession and use for a fee
Service price shall not exceed RuB
357,130.00, including VAt (18%)
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
264 of 30.04.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Work price is not determined due to the
fact that the supplementary agreement
does not change work price specified in the
agreement
the Company’s Board of
directors (minutes no.
264 of 30.04.2015)
Service price for the period from 01.07.2014
to 30.11.2014 is RuB 490,617.36, including
VAt (18%)
the Company’s Board of
directors (minutes no.
264 of 30.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Service price shall not exceed RuB
78,770,924.40, including VAt (18%)
the Company’s Board of
directors (minutes no.
264 of 30.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the Company’s Board of
directors (minutes no.
264 of 30.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
93
the price of the agency agreement consists
of:
- cost of services (agency fee) in the
amount of 5.26%, including VAt (18%), the
amounts of the contracts concluded by JSC
"muS Energetiki" with third parties;
- expenses of JSC "muS Energetiki" in the
amount of services provided by suppliers.
the limit of funds under the agreement
shall not exceed RuB 7,527,624.00
Service price according to the supplemen-
tary agreement is RuB 40,528.27, including
VAt (18%)
the Company’s Board of
directors (minutes no.
264 of 30.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Service price according to the supplemen-
tary agreement is RuB 46,318.02, including
VAt (18%)
the Company’s Board of
directors (minutes no.
264 of 30.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Work price according to the agreement
shall not exceed RuB 9,210,000.00, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
264 of 30.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Service price according to the supple-
mentary agreement is RuB 11,182,823.52,
including VAt (18%)
the Company’s Board of
directors (minutes no.
264 of 30.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the property price under the supply agree-
ment is RuB 117,454.04, including VAt
(18%)
the Company’s Board of
directors (minutes no.
264 of 30.04.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Rental payment is RuB 2,030.84 per month,
including VAt (18%)
the Company’s Board of
directors (minutes no.
265 of 14.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
94
153.
154.
155.
156.
157.
158.
159.
160.
161.
Supplementary agreement
no. 1 to the agreement no.
427 of 11.06.2013 for the pro-
vision of services for all-day
organisation and provision
of video conferencing and
intercom
Supplementary agreement
no. 1 to the agreement no.
671 of 26.10.2009 for the
provision of services for
maintenance of equipment of
ESuCCn (3rd stage)
Supplementary agreement
no. 6 to the agreement no.
05/13 of 05.03.2013 for
repair, maintenance and di-
agnostic tests of electric grid
facilities
Supplementary agreement
no. 7 to the agreement no.
05/13 of 05.03.2013 for
repair, maintenance and
diagnostic test of electric grid
facilities
Supplementary agreement
no. 7 to the agreement no.
04/13 of 11.03.2013 for
repair, maintenance and
diagnostic test of electric grid
facilities
Agreement for repair and
maintenance of electric grid
facilities
Supplementary agreement
no. 6 to the agreement no.
533 of 01.11.2008 on mainte-
nance and repair of communi-
cation lines
Agreement for termina-
tion of contract no. 533 of
01.11.2008 for maintenance
and repair of communication
lines
Supplementary agreement
no. 16 to the agreement no.
ts/01 of 01.04.2008 for
performing owner/developer
functions
JSC fGC uES and JSC “muS
Energetiki”
Amendments to the agreement, including services
price
Service price according to the supple-
mentary agreement shall not exceed RuB
46,114,640.88, including VAt (18%)
the Company’s Board of
directors (minutes no.
265 of 14.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
JSC fGC uES and JSC “muS
Energetiki”
Amendments to the agreement
total service price for the period from
01.01.2010 to 31.12.2014 is RuB
43,480,020.31, including VAt (18%)
the Company’s Board of
directors (minutes no.
265 of 14.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the agreement
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the agreement
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the agreement
JSC fGC uES and JSC “Chi-
taenergo”
the Contractor (JSC “Chitaenergo”) will perform
works for repair and maintenance of electric grid
facilities
JSC fGC uES and JSC “muS
Energetiki”
Amendments to the agreement
JSC fGC uES and JSC “muS
Energetiki”
termination of the contract
JSC fGC uES
JSC “CiuS uES”
Amendments to the agreement
Work price is not determined due to the
fact that the supplementary agreement
does not change work price specified by the
agreement
the Company’s Board of
directors (minutes no.
265 of 14.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Work price according to the supplemen-
tary agreement shall not exceed RuB
967,045.61, including VAt (18%)
the Company’s Board of
directors (minutes no.
265 of 14.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
95
Work price is not determined due to the
fact that the supplementary agreement
does not change work price specified by the
agreement
the Company’s Board of
directors (minutes no.
265 of 14.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Work price shall not exceed RuB
1,229,101.94, including VAt (18%)
the Company’s Board of
directors (minutes no.
265 of 14.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Service price according to the supple-
mentary agreement shall not exceed RuB
80,846.66, including VAt (18%)
the Company’s Board of
directors (minutes no.
265 of 14.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the price of the services/works under the
agreement is not determined due to the fact
that the agreement does not and cannot
entail additional monetary obligations
the Company’s Board of
directors (minutes no.
265 of 14.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Service price according to the supple-
mentary agreement for the period from
01.01.2015 to 31.03.2015 shall not exceed
RuB 575,250,000.00, including VAt (18%)
the Company’s Board of
directors (minutes no.
265 of 14.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti;
member of the Company's management Board
n.i. Pozdnyakov, who is a member of the Board of
directors and a General director of a party to the
transaction; member of the Company’s manage-
ment Board d.l. Shishkin, who is a member of the
Board of dircetors of a party to the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the agreement
Work price is not determined due to the
fact that the supplementary agreement
does not provide for any additional works
under the agreement
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
266 of 15.05.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the agreement
Work price is not determined due to the
fact that the supplementary agreement
does not provide for any additional works
under the agreement
the Company’s Board of
directors (minutes no.
266 of 15.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the agreement
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the agreement
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the agreement
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the agreement
Work price is not determined due to the
fact that the supplementary agreement
does not provide for any additional works
under the agreement
the Company’s Board of
directors (minutes no.
266 of 15.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
97
Work price is not determined due to the
fact that the supplementary agreement
does not provide for any additional works
under the agreement
the Company’s Board of
directors (minutes no.
266 of 15.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Work price is not determined due to the
fact that the supplementary agreement
does not provide for any additional works
under the agreement
the Company’s Board of
directors (minutes no.
266 of 15.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Work price is not determined due to the
fact that the supplementary agreement
does not provide for any additional works
under the agreement
the Company’s Board of
directors (minutes no.
266 of 15.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
96
162.
163.
164.
165.
166.
167.
Supplementary agreement
no. 1 to the agreement no.
212 of 09.10.2012 for execu-
tion of works under the title:
“Reconstruction of 330 kV
Baksan SS (replacement of
330 kV air circuit breakers) for
the needs of the federal Grid’s
branch- mES South”
Supplementary agreement
no. 1 to the agreement no.
210 of 08.10.2012 for execu-
tion of works under the title:
“Reconstruction of 33- kV
Cherkessk SS (replacement
of 330 kV air circuit breakers
replacement) for the needs
of the federal Grid’s branch-
mES South”
Supplementary agreement
no. 1 to the agreement no.
209 of 05.10.2012 for execu-
tion of works under the title:
“Reconstruction of 330 kv
Stavropol SS (330 kV air cir-
cuit breakers replacement) for
the needs of the federal Grid’s
branch– "mES of South”
Supplementary agreement
no. 1 to the agreement no.
208 of 08.10.2012 for execu-
tion of works under the title:
“Reconstruction of 330 kV Pri-
kumsk SS (330 kV air circuit
breakers replacement)
Supplementary agreement
no. 1 to the agreement no.
211 of 05.10.2012 for execu-
tion of works under the title:
“Reconstruction of 330 kV
nalchik SS (330 kV air circuit
breakers replacement) for the
needs of the federal Grid’s
branch– "mES of South”
Supplementary agreement
no. 1 to the agreement no.
193 of 25.09.2012 for execu-
tion of works under the title:
“Reconstruction of Chirurt SS
330/110/10 kV.
Installation of rectifier device
for ice melting
(arranging ice melting on
wires and cables of outgoing
ohl 330 kV)”
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the agreement
Work price is not determined due to the
fact that the supplementary agreement
does not provide for any additional works
under the agreement
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
266 of 15.05.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
98
168.
169.
170.
171.
172.
173.
174.
175.
Supplementary agreement
no. 1 to the agreement no.
213 of 08.10.2012 for execu-
tion of works under the title:
“Reconstruction of 330 kV
Vladikavkaz-500 SS (330 kV
air circuit breakers replace-
ment) for the needs of the
federal Grid’s branch- mES of
South”
Supplementary agreement
no. 1 to the agreement no.
207 of 08.10.2012 for execu-
tion of works under the title:
“Reconstruction of 330 kV
mozdok SS (330 kV air circuit
breakers replacement) for the
needs of the federal Grid’s
branch– "mES of South”
Agreement on repair of
PASSmo-145 on 330 kV
Bologoe SS
Agreement for diagnostic
inspection of power trans-
former of 220 kV Energy SS
of the federal Grid’s branch–
"mES of East"
Supplementary agreement
no. 6 to the agreement no.
0817/10-V of 01.01.2011 for
maintenance and repair of
ground wire in the area from
support no. 1 KS-33, ud-32
220 kV ohl – to support no.
252 Bd-75 220 kV ohl
Supplementary agreement
no. 2 to the premises sub-
lease agreement no. Sap/
ESS/1 of 01.06.2008
Agreement for design and
survey work under the title:
"Reconstruction of 500 kV
ulyanovskaya-Yuzhnaya ohl
for replacement of support
no. 821 to transfer it to a safe
distance from the ravine"
Agreement no. 98-St/14 of
28.11.2014 for execution of
works under the title: "Re-
construction of mogocha SS
220/110/35/10 kV. installa-
tion of low-resistance devices
into the neutrals of t3, t4, t5
and t6 transformers"
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the agreement
Work price is not determined due to the
fact that the supplementary agreement
does not provide for any additional works
under the agreement
the Company’s Board of
directors (minutes no.
266 of 15.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
JSC fGC uES and JSC “Elec-
trosetservice unEG”
the Contractor (JSC “Electrosetservice unEG”) will
perform repairs to PASSmo-145 at 330 kV Bologoe
SS in accordance with the toR and defects state-
ments of the Customer (JSC "uES fGC")
JSC fGC uES and JSC “Elec-
trosetservice unEG”
the Contractor (JSC “Electrosetservice unEG”)
will perform the works on diagnostic test of power
transformer of 220 kV Energy SS of the federal
Grid’s branch– "mES of East" in accordance with
the toR of the Customer (JSC fGC uES)
JSC fGC uES and JSC “Chi-
taenergo”
Amendments to the agreement
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the agreement
JSC fGC uES and JSC R&d
Centre of fGC uES
JSC fGC uES and JSC R&d
Centre of fGC uES
the Contractor (JSC R&d Centre of fGC uES)
undertakes to perform works on:
- engineering survey;
- development of design documentation;
- obtaining a positive expert opinion regarding the
results of engineering survey and project documen-
tation;
- drafting working documentation (including local
budgets)
the Contractor (JSC R&d Centre of fGC uES) will
perform works on:
- development of design and working documenta-
tion;
- expertise of project documentation;
- design supervision;
- reconstruction
as well as providing a complete set of materials,
equipment, spare parts to the equipment in accor-
dance with design and working documentation
Work price shall not exceed RuB
1,155,636.54, including VAt (18%)
the Company’s Board of
directors (minutes no.
266 of 15.05.2015)
Work price is RuB 396,092.61, including
VAt (18%)
the Company’s Board of
directors (minutes no.
266 of 15.05.2015)
Works price determined by the supplemen-
tal agreement for 2015 is RuB 5,648,000.00,
including VAt (18 %)
the Company’s Board of
directors (minutes no.
266 of 15.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti;
99
Rental payment determined by the supple-
mental agreement is RuB 3,526,953.18,
including VAt (18 %)
the Company’s Board of
directors (minutes no.
266 of 15.05.2015)
Work price under the agreement shall not
exceed RuB 4,614,136.01, including VAt
(18%)
the Company’s Board of
directors (minutes no.
269 of 29.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Work price under the agreement shall not
exceed RuB 67,923,200.76, including VAt
(18%)
the Company’s Board of
directors (minutes no.
269 of 29.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
JSC fGC uES and JSC “Elec-
trosetservice unEG”
the Contractor (JSC “Electrosetservice unEG”) will
perform works to replace high-voltage bushings of
power autotransformers and shunt reactors
Work price under the agreement shall not
exceed RuB 7,372,393.77, including VAt
(18%)
the Company’s Board of
directors (minutes no.
269 of 29.05.2015)
Work price under the agreement shall not
exceed RuB 19,206,000.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
269 of 29.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
100
176.
177.
178.
179.
180.
181.
182.
Agreement no. 62-Suid of
25.11.2014 for modernisation
of power autotransformers,
shunt reactors and oil circuit
breakers for the needs of the
federal Grid’s branch– "mES
of Volga"
Agreement for development
of design and working docu-
mentation, supply of material
and technical resources and
equipment, construction and
installation and commis-
sioning works under the title:
"Reconstruction of urengoi
– Pangody (nadym) ohl
220 kV and the Kirillovskaya
- Kholmogory ohl 500 kV
(installation /replacement of
ground wire)" for the needs of
JSC "uES fGC" branch – "mES
of Western Siberia"
Supplementary agreement
no. 3 to the agreement no.
262584 of 01.04.2013
Supplementary agreement
no. 3 to the agreement no.
284791 of 01.06.2013
Supplementary agreement
no. 3 to the agreement no.
262622 of 01.04.2013
Agreement concernin the
termination of the greement
no. 3907 of 15.05.2012 under
the title: "Construction of two
single circuit Arkhara – PS-29
ohl 220 kV with SS 220 kV
SS-29"
Supplementary agreement
no. 1 to the agreement no. 8
of 18.01.2012 to work under
the title: "Reconstruction of
330 kV Baksan SS. Replace-
memnt of rectifier device for
ice melting
and setting ice load control
points at Baksan – nalchik
ohl 330-30 for ice melting at
wires and cables)"
JSC fGC uES and JSC “Elec-
trosetservice unEG”
the Contractor (JSC “Electrosetservice unEG”) will
perform works on:
- engineering survey;
- development of design and working documenta-
tion;
- implementation of supervision;
- reconstruction to the extent provided design and
working documentation under the title: "Recon-
struction of urengoi – Pangody (nadym) ohl 220
kV and the 500 kV Kirillovskaya - Kholmogory ohl
500 kV (installation/replacement of ground wire)";
- as well as providing a complete set of materials,
equipment, spare parts for equipment in accor-
dance with project and working documentation
JSC fGC uES and JSC “muS
Energetiki”
the Contractor (JSC “muS Energetiki”) shall render
comprehensive services on operation and mainte-
nance of data transmission central network (dtSn)
of the Energy System’s Unified Process Communi-
cations network (ESuPCn) of JSC fGC uES
JSC fGC uES and JSC “muS
Energetiki”
Amendments to the agreement
JSC fGC uES and JSC “muS
Energetiki”
Amendments to the agreement
JSC fGC uES and JSC
“dESP”
termination of the agreement no. 3907 of
15.05.2012 from the date of signing the agreement
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the agreement
Service price under the agreement shall not
exceed RuB 1,313,040,640.00, including
VAt (18%)
the Company’s Board of
directors (minutes no.
269 of 29.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
101
Work price shall not exceed RuB
27,868,825.65, including VAt (18%)
Work price shall not exceed RuB
51,080,365.27, including VAt (18%)
due to the fact that the agreement to termi-
nate the agreement no. 3907 of 15.05.2012
does not and cannot entail additional mon-
etary obligations, the price of services/work
under the agreement is not determined
the Company’s Board of
directors (minutes no.
269 of 29.05.2015)
the Company’s Board of
directors (minutes no.
269 of 29.05.2015)
the Company’s Board of
directors (minutes no.
269 of 29.05.2015)
Work price is not determined due to the fact
that the supplementary agreement does not
set forth additional works on the agreement
the Company’s Board of
directors (minutes no.
269 of 29.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
183.
Agreement for works (with the
protocol of disagreements)
JSC fGC uES and JSC oGK-2 the Customer (JSC fGC uES) requests, and the
Contractor ( JSC oGK-2) undertakes to perform the
following activities: online maintenance of cell no.
6 oRu-330 kV (Pskovskaya GRES – Starorusskaya
ohl 330 kV) installed in oRu-330 kV of JSC oGK-2
branch - Pskovskaya GRES and cell no. 14 (R-110)
installed in oRu-330 kV of JSC oGK-2 branch -
Pskovskaya GRES
Work price under the agreement for works
(with the protocol of disagreements) is RuB
309.79, including VAt (18%)
the Company’s Board of
directors (minutes no.
269 of 29.05.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, member of the
Company's Board of directors d.V. fyodorov, who
is a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
184.
185.
186.
Supplementary agreement
no. 2 to the agreement no.
51/13 of 14.06.2013 for
electrical equipment service
maintenance
JSC fGC uES, JSC “Electro-
setservice unEG” and JSC
“Electrozavod”
Amendments to the agreement
Agreement for services of
project management and SAP
competence center
JSC fGC uES and it Energy
Service, llC
According to the agreed party application, the
Contractor (it Energy Service, llC) undertakes to
provide services of project management and SAP
competence center
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the agreement
Supplementary agreement
no. 4 to the agreement no.
03/13 of 15.02.2013 for repair
and diagnostic scanning of
electric grid facilities (for tar-
get programs, financed under
the main activity)
187.
Agreement
JSC fGC uES and JSC
“uESK”
the organiser (JSC fGC uES) undertakes to
provide services to the Participant (JSC "uESK")
concerning the access to the electronic document
management system within corporate information
system of digital signatures certification centre of
JSC fGC uES
Amendments to the agreement
Supplementary agreement
no. 1 to the agreement no.
22/60 of 01.07.2013
JSC fGC uES and JSC
“tyumenenergo”
Supplementary agreement
no. 1 to the agreement no.
7700/00295/14 of 22.08.2014
JSC fGC uES and JSC iGdS
of Centre
Amendments to the agreement
102
188.
189.
190.
Supplementary agreement
no. 1 to the agreement no. 6
of 17.09.2012
JSC fGC uES and JSC "ESSK
uES"
Amendments to the agreement
191.
192.
Agreement for management
and monitoring of telecom-
munication network of mES
of Volga
Agreement for design and
survey works on reconstruc-
tion of Relay Protection and
Emergency Automation and
organisation of communica-
tion channels at Arkhara SS
220 kV and related SS
JSC fGC uES and JSC “muS
Energetiki”
the Contractor (JSC "muS Energetiki") provides
the Customer (JSC fGC uES) with comprehensive
service for management and monitoring of tele-
communication network of mES of Volga
JSC fGC uES and JSC R&d
Centre of fGC uES
the contractor (JSC R&d Centre of fGC uES)
undertakes to carry out work on:
- engineering survey;
- development of design documentation;
- development of procurement documentation
Work price under the supplementary
agreement no. 2 to the agreement no.
51/13 of 14.06.2013 shall not exceed RuB
108,038,267.15, including VAt (18%)
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
269 of 29.05.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Service price under the agreement shall
not exceed RuB 178,584.81, including VAt
(18%)
the Company’s Board of
directors (minutes no.
269 of 29.05.2015)
Work price under the supplementary
agreement no. 4 to the agreement no.
03/13 of 15.02.2013 shall not exceed RuB
975,798,200.21, including VAt (18%)
the Company’s Board of
directors (minutes no.
270 of 01.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Service price under the agreement shall not
exceed RuB 20,408.36, including VAt (18%)
the Company’s Board of
directors (minutes no.
270 of 01.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Service price under the supplementary
agreement no. 1 to the agreement no.
22/60 of 01.07.2013
shall not exceed RuB 500,000.00, including
VAt (18%)
due to the fact that supplementary
agreement no. 1 to the agreement no.
7700/00295/14 of 22.08.2014 does
not change the total service price under
the agreement no. 7700/00295/14 of
22.08.2014, the service price is not deter-
mined
Service price determined by a supplemen-
tary agreement no. 1 to the agreement
no. 6 of 17.09.2012 shall not exceed RuB
10,205.00, including VAt (18%). total ser-
vice price for the whole period of agreement
no. 6 of 17.09.2012, in view of its prolonga-
tion shall not be equal or exceed 2% of the
book value of the assets of JSC fGC uES
according to its accounting statements at
the last reporting date
Service price under the agreement shall not
exceed RuB 14,670,003.04, including VAt
(18%), while the final price will be deter-
mined after conducting pre-contractual
negotiations
the Company’s Board of
directors (minutes no.
270 of 01.06.2015)
the Company’s Board of
directors (minutes no.
270 of 01.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, member of the
Company’s Board of directors A.A. demin, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the Company’s Board of
directors (minutes no.
270 of 01.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, member of the
Company’s management Board d.l. Shishkin, who
is a member of the Board of dircetors of a party to
the transaction
the Company’s Board of
directors (minutes no.
270 of 01.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Work price under the agreement shall not
exceed RuB 9,918,962.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
270 of 01.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
103
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
193.
Real property lease contract
JSC fGC uES and JSC
“tyumenenergo”
194.
Supplementary agreement no.
2 to the Real property lease
contract no. 3.3-25/14/16 of
26.09.2014
JSC fGC uES and JSC “Elec-
trosetservice unEG”
195.
Agreement for the mainte-
nance of the computing and
information infrastructure of
the executive office of JSC
fGC uES
JSC fGC uES and it Energy
Service, llC
104
the lessor (JSC “tyumenenergo”) undertakes to
provide the lessee (JSC fGC uES) real property
under the transfer and acceptance certificate for
temporary possession and use for a fee
the lessee (JSC "Electrosetservice unEG")
undertakes to return on 31.03.2016, while the
lessor (JSC fGC uES) undertakes to accept non-
residential premises: no. 7,8,9 area of 35,2 sq.m.,
located on the ground floor of the administrative
building (inv. no. 0720-2-11-17057) at the address:
Khanty-mansi Autonomous okrug, Surgut, Bazo-
vaya str.,16; no 34,35,39 area of 28,7 sq.m., located
on the 2nd floor of the building of administrative-
household (inv. no. 0720-2-11-17033) at the
address: Khanty-mansi Autonomous okrug, Surgut,
Bazovaya str.,16
the Contractor (it Energy Service, llC) undertakes
to provide services for the maintenance of the
computing and information infrastructure of the
executive office of JSC FGC UES
196.
Agreement for development
of design and technical
part of the procurement
documentation under the
title: "Reconstruction of 500
kV tavricheskaya SS and 220
kV moskovka SS (emergency
control system modernisa-
tion) (for tP of energy receiv-
ing devices of JSC idGC of
Siberia, Semirechenskaya SS
110 kV)"
197.
on approval of an interested-
party transaction
198.
Supplementary agreement
no. 1 to the agreement no. 8
of 12.11.2012
JSC fGC uES and JSC R&d
Centre of fGC uES
under the agreement the Contractor (JSC R&d
Centre of fGC uES) undertakes to perform works
to the Customer (JSC fGC uES) on:
- engineering surveys (pre-survey);
- development of design documentation and the
examination to obtain a positive expert opinion;
- development of the technical part of the procure-
ment documentation
in accordance with para. 15.7
of the Regulation "on infor-
mation disclosure by issuers
of securities", approved by
the Bank of Russia no. 454-P
dated 30/12/2014, informa-
tion about the terms and
conditions of the transaction,
as well as persons who are
parties to it, and the benefi-
ciaries are not disclosed.
JSC fGC uES and JSC R&d
Centre of fGC uES
Amendments to the agreement
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
270 of 01.06.2015)
the Company’s Board of
directors (minutes no.
272 of 08.06.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, member of the
Company’s Board of directors A.A. demin, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
the Company’s Board of
directors (minutes no.
272 of 08.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
105
Rental payment is RuB 19,774.13, including
VAt (18%)
Rental payment set by the supplemen-
tary agreement no.2 is RuB 910,177.51,
including VAt (18%). total rental payment
for the whole period of agreement no.
3.3-25/14/16 of 26.09.2014 shall not be
equal or exceed 2% of the book value of the
assets of JSC fGC uES according to its
accounting statements at the last reporting
date
Service price under the agreement for the
maintenance of the computing and informa-
tion infrastructure of the executive office of
JSC fGC uES between JSC fGC uES and it
Energy Service, llC, that is an interested-
party transaction, shall not exceed RuB
49,484,031.60, including VAt (18%) shall
not exceed RuB 7,548,411.60. total service
price for the whole period of agreement
considering its prolongation shall not be
equal or exceed 2% of the book value of
the assets of JSC fGC uES according to ts
accounting statements at the last reporting
date
Work price under the agreement shall not
exceed RuB 698,800.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
272 of 08.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the Company’s Board of
directors (minutes no.
272 of 08.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Service price under the supplementary
agreement no. 1 to the agreement no. 8 of
12.11.2012 shall not exceed RuB 99,000.00,
including VAt (18%). total service price
for the whole period of agreement, in view
of its prolongation shall not be equal or
exceed 2% of the book value of the assets
of JSC fGC uES according to its accounting
statements at the last reporting date
the Company’s Board of
directors (minutes no.
273 of 19.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
106
199.
Agreement for emergency and
repair work
JSC fGC uES and JSC “Elec-
trosetservice unEG”
200.
Agreement for the provision
of services of operational
control of dCS and communi-
cation systems
JSC fGC uES and JSC “muS
Energetiki”
the Contractor (JSC "Elektrosetservice unEG")
undertakes to perform emergency repair work on
the replacement input 110 kV of circuit breaker
MKP-110 MV 110 L-120 of 330 kV Mozdok SS
in the amount of the consolidated estimation in
accordance with the work schedule partly of the
Customer’s (JSC fGC uES) materials
the Contractor (JSC “muS Energetiki”) undertakes
to provide to the Customer (JSC fGC uES) services
of operational control of dCS and communication
systems of Kuban PmES, consisting of compre-
hensive services of operational control over the
dispatch control system (hereinafter – dCS) and
communication systems of PmES
201.
202.
203.
204.
Supplementary agreement
no. 4 to the agreement no.
08/13 of 15.02.2013 for
repair, maintenance and diag-
nostic inspection of electric
grid facilities
Supplementary agreement
no. 7 to the agreement 06/13
of 18.02.2013 on repairs,
troubleshooting of equipment
and targeted programmes
for the SS and ohl of mES of
Western Siberia
Agreement for development
of design and technical part
of the procurement documen-
tation under the title: "500 kV
tomskaya SS. Replacing auxil-
iary transformers, auxiliary
boards, oil circuit breakers
of 10 kV switchgear in the
vacuum, diesel-generator
installation, reconstruction
of AlC"
Agreement no. 3379 of
24.09.2013 for develop-
ment of design and working
documentation under the title:
"the security management
system of 220 kV Pimskaya
SS” under the electric grid
facilities protection program
of JSC fGC uES
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the agreement
JSC fGC uES and JSC “Elec-
trosetservice unEG”
the conclusion of the supplementary agreement to
the agreement no. 06/13 of 18.02.2013
JSC fGC uES and JSC R&d
Centre of fGC uES
the Contractor (JSC "R&d Centre of fGC uES")
undertakes to carry out work on:
- engineering survey;
- development of design documentation and state
expertise to obtain a positive conclusion;
- developing the technical content of the procure-
ment documents
JSC fGC uES and JSC R&d
Centre of fGC uES
the Contractor (JSC R&d Centre of fGC uES)
undertakes to perform works on:
- development, coordination of project and working
documentation in accordance with the require-
ments of normative-technical documents;
- expertise of project documentation;
- development and approval of procurement docu-
mentation
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
273 of 19.06.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
the Company’s Board of
directors (minutes no.
273 of 19.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Work price under the agreement is RuB
445,608.00, including VAt (18%)
Service price under the agreement is RuB
277,587.92 per month, including VAt (18%).
total service price under the agreement for
the period from 01.01.2015 to 31.12.2015
shall not exceed RuB 3,331,055.04,
including VAt (18%) not exceeding RuB
508,127.04. total service price for the
whole period of agreement shall not be
equal or exceed 2% of a book value of the
assets of JSC fGC uES according to its
accounting statements at the last reporting
date
Work price under the supplementary agree-
ment shall not exceed RuB 607,187,515.51,
including VAt (18%)
the Company’s Board of
directors (minutes no.
273 of 19.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
107
due to the fact that the supplementary
agreement no. 7 to the agreement no.
06/13 of 18.02.2013 does not change work
price under the agreement no. 06/13 of
18.02.2013, the work price is not deter-
mined
the Company’s Board of
directors (minutes no.
273 of 19.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Work price under the agreement shall not
exceed then RuB 1,531,800.00, includ-
ing VAt (18%) shall not exceed then RuB
233,664.41
the Company’s Board of
directors (minutes no.
273 of 19.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Work price under the agreement shall not
exceed then RuB 2,050,583.59, includ-
ing VAt (18%) shall not exceed then RuB
312,800.89
the Company’s Board of
directors (minutes no.
273 of 19.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
205.
206.
Agreement no. 319 / id of
17.09.2013 for drafting design
documentation, technical
documentation and tender
documentation for the project:
"improving the lighting-surge
proofness under id."Kolskaya
nPP - monchegorsk" ohl
330 kV l 397, "Kolskaya nPP
- monchegorsk" ohl 330 kV l
398 (ohl without ground wire
peaks), "Suojarvi - läskelä"
ohl 220 kV l 224
Supplementary agreement
no. 1 to the agreement no.
206 of 08.10.2012 to perform
work for the project: “Recon-
struction of 330 kV Kropotkin
SS (replacement of air circuit
breakers 330 kV) for the
needs of the federal Grid’s
branch– "mES of South”
JSC fGC uES and JSC R&d
Centre of fGC uES
the Contractor (JSC "R&d Centre of fGC uES")
undertakes to carry out work on:
- engineering survey;
- drafting design documentation;
- drafting working documentation (including local
budgets);
- drafting procurement documentation
Work price under the agreement shall not
exceed then RuB 16,936,639.90, including
VAt (18%)
the Company’s Board of
directors (minutes no.
273 of 19.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the agreement
due to the fact that supplementary agree-
ment no. 1 to the agreement no. 206 of
08.10.2012 does not change work price un-
der the agreement no. 206 of 08.10.2012,
the work price is not determined
the Company’s Board of
directors (minutes no.
273 of 19.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
108
207.
Real property lease contract
JSC fGC uES
JSC “CiuS uES”
208.
Real property lease contract
JSC fGC uES
JSC “CiuS uES”
the lessor (JSC fGC uES) undertakes to provide
the lessee (JSC "CiuS uES") with non-residential
premises with a total area of 356,5 sq. m located
on the 4th floor in a building located to the ad-
dress: Sverdlovsk region, Ekaterinburg, tolmacheva
str., 5, under the transfer and acceptance certifi-
cate for temporary possession and use for a fee
the lessor (JSC fGC uES) undertakes to provide
the lessee (JSC "CiuS uES") with non-residential
premises with an area of 11.2 sqm., stipulated in
appendix 16 to this protocol, in administrative and
production building (inv. no. 0402-2-11-29426),
located on the territory of the RPB Saratov (Sara-
tov, Sokolovaya Gora, 40), cadastral (conditional)
no. 63-01/48-163-26) , under the transfer and
acceptance certificate for temporary possession
and use for a fee
209.
Supplementary agreement
no. 3 to the real estate
sub-lease agreement no. A/
CiuS/1 of 17.12.2012
JSC fGC uES
JSC “CiuS uES”
Amendments to the agreement
Rental payment under the Real property
lease contract is RuB 327,604.64, includ-
ing VAt (18%) per month and includes the
reimbursement of utility and maintenance
costs. Rental payment for the period
from 01.02.2015 to 31.12.2015 is RuB
3,603,651.04 including VAt (18 %).
the total rent for the entire term of the Real
property lease contract, taking into account
its prolongation, shall not be or exceed 2
percent of book value of assets of JSC fGC
uES according to its accounting statements
at the last reporting date
Rental payment under the Real property
lease contract is RuB 5,341.21, including
VAt (18%). Rental payment for the period
from 01.03.2015 to 31.01.2016 is RuB
58,753.31, including VAt (18%) .
the total amount of rent for the entire term
of the Real property lease contract of lease
of immovable property taking into account
its prolongation should not be or exceed 2
percent of book value of assets of JSC fGC
uES according to its accounting statements
at the last reporting date
due to the fact that the supplementary
agreement no. 3 to the real estate sub-
lease agreement of 17.12.2012 does not
change the total amount of the rental pay-
ment under the agreement of 17.12.2012
no. A/CiuS/1, the price is not determined
the Company’s Board of
directors (minutes no.
273 of 19.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti;
member of the Company's management Board
n.i. Pozdnyakov, who is a member of the Board of
directors and a General director of a party to the
transaction; member of the Company’s manage-
ment Board d.l. Shishkin, who is a member of the
Board of dircetors of a party to the transaction
109
the Company’s Board of
directors (minutes no.
273 of 19.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti;
member of the Company's management Board
n.i. Pozdnyakov, who is a member of the Board of
directors and a General director of a party to the
transaction; member of the Company’s manage-
ment Board d.l. Shishkin, who is a member of the
Board of dircetors of a party to the transaction
the Company’s Board of
directors (minutes no.
273 of 19.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti;
member of the Company's management Board
n.i. Pozdnyakov, who is a member of the Board of
directors and a General director of a party to the
transaction; member of the Company’s manage-
ment Board d.l. Shishkin, who is a member of the
Board of dircetors of a party to the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
273 of 19.06.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
due to the fact that the termination agree-
ment no. di-73/107/30-49 of 30.12.2005
cannot entail additional monetary obliga-
tions, the price of services/work under the
agreement is not determined
210.
Agreement for termination
of the agreement on using
electric grid facilities no. di-
73/107/30-49 of 30.12.2005
.
JSC fGC uES and JSC “Ku-
ban trunk Grids”
1.to terminate the agreement of a date prior to
the date of approval by order of the federal tariff
service (hereinafter - ftS of Russia) of the tariff for
services on electric energy transmission through
the unified national (all-Russian) electric network,
rendered using the objects of the owner (JSC
"Kuban trunk Grids")
2. JSC fGC uES undertakes to reimburse the
owner of the facilities leased under the agreement
by signing the act of acceptance-transfer of the
property to a date prior to the date of approval by
the order of fSt of Russia of tariffs for services on
electricity transmission via unEG, provided by the
owner
110
211.
212.
213.
214.
Supplementary agreement
no. 3 to the agreement no.
01/13 of 15.02.2013
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the agreement
Agreement for maintenance
of foCl Chelyabinsk-
Khabarovsk (Bearing 252
hani-Khabarovsk)
JSC fGC uES and JSC “muS
Energetiki”
the Customer (JSC "muS Energetiki") assigns and
the Contractor (JSC fGC uES) assumes the obliga-
tions for maintenance of communication lines of
the Customer
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to para 2.1.1 of the agreement shall
be revised
JSC fGC uES and JSC “Elec-
trosetservice unEG”
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform works on the reconstruction
of the object and deliver the result to the Customer
(JSC fGC uES)
Supplementary agreement
no. 3 to the agreement no.
10/13 of 28.12.2012 on per-
forming emergency recovery
works
Agreement no. 81-2014/1 of
06.06.2014 for construction,
installation and commis-
sioning works under the title:
"modernisation of power auto-
transformers, shunt reactors
and oil circuit breakers" on the
objects of the federal Grid’s
branch– "mES of Centre"
215.
Agreement for providing the
use of pairs of metal strands
of the cable (direct wire)
JSC fGC uES and JSC iGdS
of Centre
the Contractor (JSC fGC uES) shall provide to the
Customer (JSC "iGdS of Centre") a pair of metal
cable conductors (direct wire), beneficially owned
by the Contractor, for temporary compensated use
Work price under the supplementary
agreement no. 3 to the agreement no.
01/13 of 15.02.2013 shall not exceed RuB
2,213,170,716.06, including VAt (18%)
the Company’s Board of
directors (minutes no.
273 of 19.06.2015)
Work price of the agreement on main-
tenance service of foCl Chelyabinsk-
Khabarovsk (Bearing 252 hani-Khabarovsk),
is RuB 303,182.03, including VAt (18
%) in the month, but not more than RuB
6,670,004.66, including VAt (18%) for the
period from 01.03.2015 to 31.12.2016. the
total price of the agreement shall not be or
exceed 2 percent of book value of assets of
JSC fGC uES according to its accounting
statements at the last reporting date
due to the fact that supplementary agree-
ment no. 3 to the agreement no. 10/13 of
28.12.2012 does not change work price un-
der the agreement no. 10/13 of 28.12.2012,
the work price is not determined
the Company’s Board of
directors (minutes no.
273 of 19.06.2015)
the Company’s Board of
directors (minutes no.
273 of 19.06.2015)
Work price under the agreement no. 81-
2014/1 of 06.06.2014 shall not exceed RuB
19,057,000.00, including VAt (18%)
the Company’s Board of
directors (minutes no.
274 of 25.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
111
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
the Company’s Board of
directors (minutes no.
274 of 25.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Service price under the agreement is RuB
358,055.66, including VAt (18%) per month.
the total price under the agreement for the
period from 01.01.2015 to 31.12.2015 is
RuB 4,296,667.92, including VAt (18%). the
total fees for the entire term of the agree-
ment, taking into account its prolongation,
shall not be or exceed 2 percent of book
value of assets of JSC fGC uES according
to its accounting statements at the last
reporting date
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
216.
Agreement for the provision
of property
JSC fGC uES and JSC iGdS
of Centre
217.
Agreement for the provision
of services for providing com-
munication channels
JSC fGC uES and JSC “muS
Energetiki”
JSC fGC uES and JSC “Elec-
trosetservice unEG”
JSC fGC uES and JSC “Elec-
trosetservice unEG”
JSC fGC uES and JSC “Elec-
trosetservice unEG”
112
218.
219.
220.
221.
Agreement for the adjustment
of working documentation,
construction, installation and
commissioning works for pro-
gram for improving lighting-
surge proofnesson ohl 220
kV "Raichihinsk tPP – Yadrin-
t” with a branch line to the SS
"tarmanchukan-t”
Agreement for adjustment
of working documentation,
construction, installation and
commissioning works for pro-
gram for improving lighting-
surge proofness at ohl 220
kV “urgal – Eterkan” (l-8280)
Agreement for adjustment
of working documentation,
construction, installation and
commissioning works for pro-
gram for improving lighting-
surge proofness at ohl 220
kV “urgal – Suluk” (l-279)
Agreement for supply of ma-
terial and technical resources
and equipment, execution of
construction, installation and
commissioning (substitute
1V-500 demjanskaya) under
the title: "Program of replace-
ment of VV 330-750 kV" for
the needs of JSC "uES fGC"
branch – "mES of Western
Siberia"
the Contractor (JSC iGdS of Centre) under-
takes to provide to the Customer (JSC fGC uES)
property beneficially owned by the Contractor
(record number of registration in the Unified state
register of rights to immovable property and
transactions therewith: no. 32-32-12/003/2008-
410 of 09.06.2008., no. 32-32-05/001/2008-353
of 28.05.2008, no. 32-32-02/006/2008-833 of
11.06.2008, no. 32-32-05/007/2008-781 of
07.06.2008)
the Contractor (JSC "muS Energetiki") provides
to the Customer (JSC fGC uES) communication
services for the provision of digital communication
channels
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform:
- adjustment of the working documentation;
- organisation of field supervision;
- reconstruction
- and to provide a complete set of materials, equip-
ment, spare parts for equipment in accordance
with the design and working documentation, and
deliver the result to the Customer (JSC fGC uES)
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform:
- adjustment of the working documentation;
- organisation of field supervision;
- reconstruction
- and to provide a complete set of materials, equip-
ment, spare parts for equipment in accordance
with the design and working documentation, and
deliver the result to the Customer (JSC fGC uES)
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform:
- adjustment of the working documentation;
- organisation of field supervision;
- reconstruction
- and to provide a complete set of materials, equip-
ment, spare parts for equipment in accordance
with the design and working documentation, and
deliver the result to the Customer (JSC fGC uES)
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
275 of 26.06.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the Company’s Board of
directors (minutes no.
275 of 26.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the price of services on providing property
for the use is RuB 6,095.46, including VAt
(18%) per month, while the price of services
on providing the use of property for the pe-
riod from 01.01.2013 to 31.12.2014 is RuB
146,291.04, including VAt (18%)
the price of services under the agreement
is RuB 15,692.82, including VAt (18%) per
month for the provision of a single digital
communication channel capacity 128 KB/s,
the total price of the services under the
agreement for the period from 23.01.2014
to 30.06.2014 is RuB 2,353,923.00 includ-
ing VAt (18%)
Work price under the agreement shall not
exceed RuB 20,068,653.45, including VAt
(18%)
the Company’s Board of
directors (minutes no.
275 of 26.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
113
Work price under the agreement shall not
exceed RuB 23,493,480.81, including VAt
(18%)
the Company’s Board of
directors (minutes no.
275 of 26.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Work price under the agreement shall not
exceed RuB 20,323,745.20, including VAt
(18%)
the Company’s Board of
directors (minutes no.
275 of 26.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
JSC fGC uES and JSC “Elec-
trosetservice unEG”
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform works on reconstruction of
the facility of the Customer(JSC fGC uES)
Work price under the agreement shall not
exceed RuB 6,079,442.60, including VAt
(18%)
the Company’s Board of
directors (minutes no.
275 of 26.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
222.
223.
Agency agreement under the
title: "Rostovskaya nPP –
tikhoretskaya no. 2 ohl 500
kV with extension of 500 kV
tikhoretsk SS "
JSC fGC uES and JSC “Ku-
banenergo”
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Agreement for develop-
ment of design and tender
documentation under the
title: "lugovaya SS 500 kV. Re-
placement of 35 kV vacuum
circuit breaker with Sf6 circuit
breaker"
224.
Agreement on performing
emergency recovery work
JSC fGC uES and JSC “Elec-
trosetservice unEG”
114
225.
land sublease agreement
JSC fGC uES and JSC idGC
of Volga
the Principal (JSC "Kubanenergo") entrusts, and
the Agent (JSC fGC uES) is engaged in the manner
and on the conditions stipulated in the agreement,
in its own name but for the Principal’s account or
on behalf and at the Principal’s expense legal and
other actions on the reconstruction of Principal’s
objects, within the construction of the facility of
Agent
the Contractor (JSC "Electrosetservice unEG") un-
dertakes to perform set of works for the Customer
(JSC fGC uES) on:
- development of project documentation and its
approval with the Customer;
- development of tender documentation and its
approval with the Customer
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform emergency repair work
to replace the high-voltage bushing of phase "C"
At-302 Prokhladnaya-2 SS 330 kV out of materials
of the Customer (JSC fGC uES) and the Customer
undertakes to accept and pay for work performed
in accordance with the terms of the agreement and
implementation schedule
With the written consent of the lessor, the Subles-
sor (JSC fGC uES) undertakes to provide, and the
Sub-lessee (JSC idGC of Volga) takes to rent 1
(one) part of the land plot (hereinafter – land) with
an area of 48 sq.m, from land plot with cadastral
number 56:21:1808003:0002, with a total area of
54,007.94 sq.m, located at the address: found rela-
tive to the landmark "Kargalinsky" SS 220 kV
226.
Supplementary agreement no.
6 to the real property lease
contract no. 05.42.592.10 of
03.09.2010
JSC fGC uES and JSC idGC
of Siberia
Amendments to the agreement
227.
Supplementary agreement
no. 15 to the agreement
no. 923 of 01.03.2006 for
the provision of services for
providing communication
channels
JSC fGC uES and JSC “muS
Energetiki”
Amendments to the agreement for the provision of
services for providing communication channels
the price of the agency agreement is RuB
30,234,280.00, including VAt (18%), includ-
ing the cost of agency fees in the amount of
RuB 118,000.00, including VAt (18 %)
the Company’s Board of
directors (minutes no.
275 of 26.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Work price under the agreement shall not
exceed RuB 360,490.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
275 of 26.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
the Company’s Board of
directors (minutes no.
275 of 26.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
the Company’s Board of
directors (minutes no.
275 of 26.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
115
the Company’s Board of
directors (minutes no.
275 of 26.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the Company’s Board of
directors (minutes no.
275 of 26.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Work price of the agreement to perform
emergency and recovery operations
between JSC "uES fGC" and JSC "Elek-
trosetservice unEG", that is an interested-
party transaction, in the amount of RuB
1,058,912.00, including VAt (18%) in the
amount of RuB 161,528.95
Rental payment is RuB 1.70, including VAt
(18%) per year.
the total rental payment under the sublease
agreement of the land plot for the period
from 01.07.2014 to 09.06.2057 is RuB
83.30, including VAt (18%)
Rental payment determined by the supple-
mentary agreement, is RuB 211,760.40,
including VAt (18%) per month.
the total rent for the period from
01.07.2010 till 31.12.2015 is RuB
20,450,806.30, including VAt (18%).the
total rent for the entire term of the Real
property lease contract no. 05.42.592.10
of 03.09.2010, taking into account its pro-
longation, shall not be or exceed 2 percent
of book value of assets of JSC fGC uES
according to its accounting statements at
the last reporting date
Service price is determined by supplemen-
tary agreement, is RuB 129,907.21, includ-
ing VAt (18 %) per month. the total cost of
services under the agreement no. 923 of
01.03.2006 for the provision of services for
providing communication channels for the
period from 01.03.2006 till 29.02.2016 is
RuB 168,715,418.90, including VAt (18%).
total service price for the entire term of
the agreement no. 923 of 01.03.2006 for
the provision services for providing com-
munication channels, taking into account
its prolongation, shall not be or exceed 2
percent of book value of assets of JSC fGC
uES according to its accounting statements
at the last reporting date
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
228.
Agreement on performing
emergency recovery work
JSC fGC uES and JSC “Elec-
trosetservice unEG”
229.
Agreement that is an interest-
ed-party transaction
JSC fGC uES and JSC idGC
of urals
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform emergency repair work on
replacement of reinforced concrete portals at the
t-15 SS 220 kV from materials of the Customer
(JSC fGC uES) and the Customer undertakes to
accept and pay the completed work
the organiser (JSC fGC uES) undertakes to
provide to the Principal (JSC idGC of urals) ser-
vices for the creation and issuance of electronic
signature keys and key certificates for verification
of electronic signatures, organised and carried
out in accordance with the agreement, the order
on the digital signature use in JSC "uES fGC" and
the organisation of cryptographic protection of
information in the electronic document manage-
ment system of certification authority of JSC FGC
uES, approved by the order of JSC fGC uES of
27.12.2011 no. 800
Amendments to the agreement for development of
design and working documentation under the title:
"Amulet SS 220 kV with magistralnaya – Amulet
ohl 220 kV" for the needs of JSC "uES fGC"
branch – "mES of Western Siberia"
Work price under the agreement on per-
forming emergency recovery works is RuB
4,218,860.00, including VAt (18%)
the Company’s Board of
directors (minutes no.
275 of 26.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Service price under the agreement shall
not exceed RuB 103,000.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
275 of 26.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
Work price determined by supplemen-
tary agreement, shall not exceed RuB
98,379,548.86, including VAt (18%)
the Company’s Board of
directors (minutes no.
275 of 26.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
117
JSC fGC uES and JSC
“dESP”
116
230.
231.
232.
233.
Supplementary agreement
no. 3 to the agreement no.
3881 of 20.10.2011 for
development of design and
working documentation under
thetitle: "Amulet SS 220 kV
with magistralnaya – Amulet
ohl 220 kV" for the needs of
JSC "uES fGC" branch – "mES
of Western Siberia"
Supplementary agree-
ment no. 1 to the Real
property lease contract no.
306742-13/407/30- 2045 of
29.10.2013
Supplementary agreement
no. 1 to the agreement of
06.02.2013 no. 08-2013
for supply of equipment,
construction and installation,
commissioning works under
the title: "Expansion of 220
kV Sasovo SS. technological
connection of power installa-
tions of llC Yandex
Supplemenrary agreement
no. 1 to the agreement no.
293929 of 06.08.2013 to
perform design, construction
and installation, commission-
ing works, equipment supply,
systems of automatic diag-
nostics of GiS for the needs
of the federal Grid’s branch–
"mES of north-West"
JSC fGC uES and JSC “Ku-
banenergo”
Amendments to the agreement
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the agreement for supply of equip-
ment, construction and installation, commissioning
works under the title: "Expansion of Sasovo SS 220
kV. technological connection of power installa-
tions of Yandex llC
Rental payment determined by the supple-
mentary agreement is RuB 180,000.00, in-
cluding VAt (18%) per month. the total rent-
al payment under the Real property lease
contract no. 306742-13/407/30-2045 of
29.10.2013 for the period from 01.01.2013
to 28.10.2014 is RuB 5,235,000.00, includ-
ing VAt (18%)
due to the fact that the supplementary
agreement does not provide for the per-
formance of additional work under the
agreement of 06.02.2013 no. 08-2013 price
of work is not determined
the Company’s Board of
directors (minutes no.
275 of 26.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the Company’s Board of
directors (minutes no.
275 of 26.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
JSC fGC uES and JSC “Elec-
trosetservice unEG”
Amendments to the agreement no. 293929 of
06.08.2013 to perform design, construction and
installation, commissioning works, equipment
supply, systems of automatic diagnostics of GiS
for the needs of the federal Grid’s branch– "mES of
north-West"
Works price, as determinedin the supple-
mentary agreement shall not exceed RuB
93,329,580.79, including VAt (18 %)
the Company’s Board of
directors (minutes no.
275 of 26.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
234.
Agreement for the repair of
equipment at the facilities of
the federal Grid’s branch–
Southern PmES
JSC fGC uES and JSC “Elec-
trosetservice unEG”
the Contractor (JSC "Electrosetservice unEG") un-
dertakes to perform works on repair of equipment
at the facilities of the federal Grid’s branch– South-
ern PmES of the Customer (JSC fGC uES)
Work price under the agreement is RuB
6,579,541.99, including VAt (18%)
the Company’s Board of
directors (minutes no.
276 of 26.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
235.
Share purchase agreement
JSC fGC uES and JSC
Rushydro
236.
Claim assignment agreement
JSC fGC uES and JSC
Rushydro
the Seller (JSC fGC uES) undertakes to transfer
to the Buyer (JSC Rushydro) ordinary registered
non-documentary shares of JSC "GVC Energetiki"
in amount of 16,280 shares with a par value of
RuB 10 each, state registration number of issue
73-1-5123 that is 50,0031% of the share capital of
JSC "mCC Energetiki", and the Buyer undertakes
to accept the shares and pay the Seller their price
in the manner and on the terms stipulated in the
agreement
the Assignor (JSC "uES fGC") concedes the
right of claim to "GVC Energetiki". the Assignor
concedes the right of claim to the extent and under
the conditions that existed at the date of transfer
of such rights, as well as rights to ensure fulfill-
ment of the obligations and other rights associated
with this requirement, including the right to unpaid
interest
the price of the property alienated - ordi-
nary registered uncertified shares of JSC
"GVC Energetiki" under the share purchase
agreement between JSC fGC uES and JSC
"Rushydro", that is an interested-party trans-
action, is RuB 568 million, VAt exempt
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
278 of 29.06.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti;
members of the Company’s Board of directors
m.S. Bystrov and V.m. Kravchenko who are mem-
bers of the Board of directors of a party to the
transaction
Price (monetary valuation) of the assigned
rights (monetary claims) under the claim
assignment agreement shall not exceed
RuB 97,979,060.38, VAt exempt
the Company’s Board of
directors (minutes no.
278 of 29.06.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti;
members of the Company’s Board of directors
m.S. Bystrov and V.m. Kravchenko who are mem-
bers of the Board of directors of a party to the
transaction
118
237.
Supplementary agreement
no. 1 to the agreement of
21.06.2013 no. 10/12 for
research, developmental and
technological works ("Creat-
ing phase A VtSP Kl of alter-
nating current of 200 m at a
voltage of 20 kV with a current
of 1500 A and install into pilot
operation on selected object")
PJSC fGC uES and JSC
"Enin"
Amendments to the agreement no. 10/12 of
21.06.2013
due to the fact that the supplementary
agreement does not change work price un-
der the agreement no. 10/12 of 21.06.2013,
the work price is not determined
the Company’s Board of
directors (minutes no.
279 of 24.07.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
119
238.
Agreements, that are
inter-related interested-party
transactions
PJSC fGC uES and JSC R&d
Centre of fGC uES
the Company’s Board of
directors (minutes no.
279 of 24.07.2015)
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
239.
loan agreement
PJSC fGC uES and JSC R&d
Centre of fGC uES
the lender (PJSC fGC uES) provides the Borrower
(JSC "R&d Centre of fGC uES") with a loan for a
total amount not exceeding RuB 300 million, and
the Borrower undertakes to repay the received
funds and accrued interest thereon pursuant to the
procedure established by the agreement
120
240.
Pledge agreement
PJSC fGC uES and JSC R&d
Centre of fGC uES
241.
Agreement for replacing ta-
lashkino VV ohl-110 kV no.
124 SS 330 kV (emergency
repair work)
PJSC fGC uES and JSC
“Electrosetservice unEG"
the real estate owned by the Pledger (JSC R&d
Centre of fGC uES) on the property right: building
of the administrative office of destination, number
of floors 10, total area 11,253.6 sqm, located at the
address: moscow, Kashirskoe shosse, 22, korp. 3,
cadastral (or conditional) No. 26401, certificate of
state registration series 77-Ao no. 796839, date
of issue: 22.07.2013; the entry of registration in
the Unified state register of rights to immovable
property and transactions with it no. 77-77-
04/001/2007-290 of 02.02.2007
The Сontractor (JSC "Electrosetservice UNEG")
undertakes to perform design and research,
construction and installation, commissioning
works on replacement of talashkino VV ohl-110
kV no. 124 SS 330 kV related to the elimination
of equipment damage, emergency work, with the
aim of preventing human exposure to a hazardous
production factor that can lead to injury or another
sudden sharp deterioration in health as well as
work on elimination of malfunctions and damages,
threatening a disruption of the normal operation of
equipment, installations, devices
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
279 of 24.07.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, member of the
Company’s management Board A.A. Zagaratsky,
who is a member of the Board of directors of a
party to the transaction
121
the Company’s Board of
directors (minutes no.
279 of 24.07.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, member of the
Company’s management Board A.A. Zagaratsky,
who is a member of the Board of directors of a
party to the transaction
the price (monetary valuation) of the
property disposed (acquired) under the
agreement is determined by:
- the amount of funds available for a loan,
not exceeding RuB 300 million;
- the amount of interests, as determined
by the interest rate, set on the basis of Mo-
sPrime's rate for a period of 3 months plus
2.4% per annum;
the interest rate on the loan is determined
on the basis of mosPrime's rate for a period
of 3 months, published on the official
website of the Central Bank of the Russian
federation, 2 working days prior to the date
of the Borrower Application. during the
term of each loan, interest rate is reviewed,
calculated and recorded for each subse-
quent period that is 3 months, in order to
determine the interest rate for the next
period the mosPrime's rate applies for a
period of 3 months, published on the official
website of the Central Bank of the Russian
federation, 2 working days before the date
of interest rate revision;
- obligations of JSC R&D Centre of FGC
UES to pay PJSC FGC UES the delay accrued
on the overdue amount at the rate of 0.1% of
the unpaid/untimely paid amount for each day
of delay.
The price of the loan agreement between
PJSC fGC uES and JSC R&d Centre of fGC
uES should not be or exceed 2 percent of
book value of assets of PJSC fGC uES ac-
cording to its accounting statements at the
last reporting date
Price (monetary valuation) of property
transferred under the agreement in an
amount equal to the market value of the
pledged immovable property (building of
administrative-office premises, total area
11253,6 sqm, located at the address: mos-
cow, Kashirskoe shosse, 22, korp. 3) is RuB
578,913,000.00, including VAt.
Work price under the agreement shall not
exceed RuB 890,000.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
280 of 24.08.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Work price under the agreement, that is
an interested-party transaction, shall not
exceed RuB 69,341,275.12, including VAt
(18%) shall not exceed RuB 10,577,482.74
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
280 of 24.08.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
PJSC fGC uES and JSC
“Electrosetservice unEG"
PJSC fGC uES and JSC
“Electrosetservice unEG"
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform a set of works for the Cus-
tomer (PJSC fGC uES) on:
- registration of rights to land plots for design and
survey works (if necessary);
- engineering survey;
- registration of rights to land plots for the recon-
struction of the object;
- development of design and working documenta-
tion;
- for the implementation of supervision;
- reconstruction;
and to provide a complete set of materials, equip-
ment, spare parts
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform a set of works for the Cus-
tomer (PJSC fGC uES) on:
- engineering survey;
- development of design and working documenta-
tion;
- for the implementation of supervision;
- reconstruction to the extent provided design and
working documentation;
- and to provide a complete set of materials, equip-
ment, spare parts
PJSC fGC uES and JSC
“Electrosetservice unEG"
Amendments to the agreement no. 200 of
04.10.2012
122
242.
243.
244.
245.
Agreement for development
of design and exploration
works, working documenta-
tion, construction and instal-
lation, commissioning works
with equipment supply for
replacement of 33 concrete
poles with metal on Start-
Parus ohl-220 kV
Agreement for development
of design and working docu-
mentation, supply of material
and technical resources and
equipment, construction and
installation and commis-
sioning works under the title:
"Replacement of the defective
ground wire on the section
of supports no. 187-221 in
the amount of 27 km of 500
kV Kirillovskaya -Kholmogor-
skaya ohl"
Supplementary agreement
no. 2 to the agreement no.
200 of 04.10.2012 for execu-
tion of works under the title:
"Reconstruction of "500 kV
Shakhty" SS and SS 220 / 110
/ 10 kV "Sh 30". installation of
rectifier devices of ice melting
with the reconstruction of
a scheme for ice melting at
outgoing ohl-220 kV"
Supplementary agreement
no. 2 to the agreement no.
201 of 04.10.2012 for execu-
tion of works under the title:
"Reconstruction of SS "t-15"
220 / 110 / 35 / 10kV. installa-
tion of rectifier devices of ice
melting (arranging ice melting
on wires and cables for outgo-
ing ohl-220 kV)"
Work price under the agreement, that is
an interested-party transaction, shall not
exceed RuB 10,969,916.28, including VAt
(18%) shall not exceed RuB 1,673,377.06
the Company’s Board of
directors (minutes no.
280 of 24.08.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
123
Work price is not determined due to the
fact that the supplementary agreement
does not provide additional works under the
agreement
the Company’s Board of
directors (minutes no.
280 of 24.08.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
PJSC fGC uES and JSC
“Electrosetservice unEG"
Amendments to the agreement no. 201 of
04.10.2012 in accordance with annex no. 12
Work price is not determined due to the
fact that the supplementary agreement
does not provide additional works under the
agreement
the Company’s Board of
directors (minutes no.
280 of 24.08.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
246.
Agreement for the provision
of services of operational
control of SCS and communi-
cation systems of CCE
JSC fGC uES and JSC “muS
Energetiki”
the Contractor (JSC "muS Energetiki") undertakes
to provide the Customer (JSC fGC uES) a range
of services of operational control of SCS and
communication system of CCE and the personnel
training center of Sochi PmES, the list of which is
determined by the agreement
Service price under the agreement shall not
exceed RuB 3,723,503.21, including VAt
(18%). total price of services (works) for
the entire term of the agreement taking into
account its prolongation, shall not be or ex-
ceed 2 percent of the book value of assets
of PJSC fGC uES according to its account-
ing statements at the last reporting date
the Company’s Board of
directors (minutes no.
280 of 24.08.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
280 of 24.08.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the Company’s Board of
directors (minutes no.
281 of 28.08.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
125
no.
transaction description
transaction parties
transaction subject*
transaction price**
247.
Agreement for operations
support and maintenance of
equipment
PJSC fGC uES and PJSC
“lenenergo”
the Contractor (PJSC fGC uES) undertakes to
carry out operations support and maintenance of
equipment owned by the Customer (PJSC "lenen-
ergo") by its own efforts and expenses
248.
Guarantee agreement
PJSC fGC uES and llC
“BESK”
124
the Guarantor (PJSC fGC uES) is liable to the
Creditor (llC "BESK") for the execution by the
debtor (JSC "CiuS uES") the following obligations
of the debtor under the relevant contract to be
concluded in the future between the debtor and the
Creditor:
- obligations of the debtor under the (re)payment
to the Creditor of funds received by the debtor of
the Creditor under the agreement as an advance
payment(s). This guarantee ensures the fulfill-
ment of the abovementioned obligations of the
debtor arising by virtue of the agreement (on the
grounds provided for by the agreement) and / or by
operation of law (or judicial decisions), including
in connection with the agreement termination, its
recognition as invalid (null and void);
- the obligations of the debtor to pay the Creditor
the penalty (fines), established by the agreement
for late performance of the debtor's obligations on
return (payment) to the Creditor of funds received
by the debtor of the Creditor under the agreement
as an advance payment(s);
- the obligations of the debtor to pay the Credi-
tor the interest that accrues on the amount of
funds paid by the Creditor to the debtor under the
agreement as an advance payment(s), and shall
be returned by the debtor in the cases and on the
grounds provided for by the agreement
the price of the service under the agree-
ment shall not exceed RuB 417,266.37, in-
cluding VAt (18%). the price of the service
per month is:
- RuB 34,772.20, including VAt (18%) for the
period from 01.01.2014 to 30.11.2014;
- RuB 34,772.17, including VAt (18%) for the
period from 01.12.2014 to 31.12.2014
the price of the property which may be
disposed / acquired under the guarantee
agreement is determined as the aggregate
of the following obligations provided JSC
"CIUS UES" (the beneficiary) under the rel-
evant contract agreement to be concluded
in the future between JSC "CiuS uES" and
llC "BESK":
- obligations of JSC "CiuS uES" on the
return / payment of llC "BESK" funds
received by JSC "CiuS uES" of llC "BESK"
under the agreement as an advance
payment(s) in the amount of up to 30% of
the agreement price, but not more than RuB
2,131,500,000.00, including VAt (18%);
- obligations of JSC "CiuS uES" for the
payment of LLC "BESK" of penalties (fines)
established by the contract agreement for
delay in performance of JSC "CiuS uES"
duties refundable (payable) llC "BESK"
funds received by JSC "CiuS uES" of llC
"BASK" under the agreement as an advance
payment(s);
- obligations of JSC "CiuS uES" for the
payment of llC "BESK" of interest charged
on the amount of funds paid to llC "BESK"
of JSC "CiuS uES" under the contract
agreement as an advance payment(s), and
returnable JSC "CiuS uES" in the cases and
on the grounds provided for by the contract
or by law;
as well as the obligations of PJSC fGC
uES for the payment of llC "BESK" penalty
accrued on overdue amount specified in the
written request of llC "BESK" sent in the
manner and time stipulated in the guaran-
tee agreement, for each day of delay from
calculation of the key rate of the Bank of
Russia (or the refinancing rate of the Bank
of Russia, in the absence of the key rate)
acting on the corresponding day of delay;
- obligations of the llC "BESK" payment
of PJSC fGC uES penalty of 0.001% of the
amount specified in the written request of
llC "BESK", in case of failure of llC "BESK"
to PJSC FGC UES documents confirming
the claim of llC "BEEK" to JSC "CiuS uES",
and default of llC "BESK" obligations for
the transmission of PJSC fGC uES of the
rights providing this requirement.
the total price of the property which may be
alienated / acquired by the guarantee agree-
ment must be equal to or exceed 2 percent
of book value of assets of PJSC fGC uES
according to its accounting statements at
the last reporting date
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
126
249
Agreement for establishing
fGC - Asset management, llC
PJSC fGC uES and “index
energetiki fGC uES”, llC
Establishing fGC –Asset management, llC", under
the conditions specified in the agreement
250.
Contracting agreement
PJSC fGC uES and JSC
“Electrosetservice unEG"
251.
252.
253.
254.
255.
Agreement for development
of design and exploration
works, working documen-
tation, construction and
installation, commissioning
works and supply of material
and technical resources and
equipment
Agreement for executing
works under the title: “Emer-
gency repair work to replace
the At-5 at 220 kV Alyuminie-
vaya SS”
Agreement to carry out emer-
gency repair works to replace
a damaged high-voltage
bushings of the At-2 at 220
kV Bobrov SS of the federal
Grid’s branch– "Verkhne-don-
skoye PmES"
Supplementary agreement
no. 1 to agreement no. 046-
13 / EdmS of 29.10.2013 for
supply of material and techni-
cal resources and equipment,
construction and installation
and commissioning works
Supplementary agreement
no. 2 to agreement no. 045-
13 / EdmS of 29.10.2013 for
supply of material and techni-
cal resources and equipment,
construction and installation
and commissioning works
PJSC fGC uES and JSC
“Electrosetservice unEG"
PJSC fGC uES and JSC
“Electrosetservice unEG"
PJSC fGC uES and JSC
“Electrosetservice unEG"
PJSC fGC uES and JSC
“Electrosetservice unEG"
PJSC fGC uES and JSC
“Electrosetservice unEG"
Contract agreement for the supply of material and
technical resources and equipment, construction
and installation and commissioning works under
the title: "Expansion of Kirillovskaya oRu 110 kV SS
220 kV on two linear cells" between JSC fGC uES
(the Customer) and JSC "Electrosetservice unEG"
(the Contractor)
development of design and exploration works,
working documentation, construction and installa-
tion, commissioning works and supply of material
and technical resources and equipment under the
title: "the installation of the second autotrans-
former with capacity of 125 mVA at Pogorelovo SS
220 kV with the Ru 220 kV and 110 kV" between
JSC fGC uES (the Customer) and JSC "Electroset-
service unEG" (the Contractor)
Executing works under the title: "Emergency repair
work to replace the At-5 at 220 kV Alyuminievaya
SS" between JSC fGC uES (the Customer) and JSC
"Electrosetservice unEG" (the Contractor)
JSC "Electrosetservice unEG" (the Contractor)
undertakes to perform emergency repair work to
replace a damaged high-voltage bushings of the
At-2 at 220 kV Bobrov SS of JSC fGC uES branch
– "Verkhne-donskoye PmES" in accordance with
the damage statement of PJSC fGC uES (the
Customer)
Amendments to the agreement no. 046-13 / EdmS
of 29.10.2013 for supply of material and technical
resources and equipment, construction and instal-
lation and commissioning works under the title:
"Program of replacement of current transformers
(Ct) 110-750 kV at JSC fGC uES for the needs
of of the federal Grid’s branch- Eastern PmES"
between PJSC fGC uES (the Customer) and JSC
"Electrosetservice unEG" (the Contractor)
Amendments to the agreement no. 045-13 / EdmS
of 29.10.2013 for supply of material and technical
resources and equipment, construction and instal-
lation and commissioning works under the title:
"Program of replacement of current transformers
(Ct) 110-750 kV at JSC fGC uES for the needs of
of the federal Grid’s branch– "Yamalo-nenetskoe
PmES" between PJSC fGC uES (the Customer) and
JSC "Electrosetservice unEG" (the Contractor)
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
282 of 28.08.2015)
Price (monetary valuation) of property
transferred as a contribution to the autho-
rised capital created through the establish-
ment of "fGC – asset management”, llC is
RuB 80,206.32 , not subject to VAt
Work price under the agreement shall not
exceed RuB 64,497,600.32, including VAt
(18%)
the Company’s Board of
directors (minutes no.
283 of 17.09.2015)
Work price under the agreement shall not
exceed RuB 343,332,800.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
283 of 17.09.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Work price under the agreement shall not
exceed RuB 21,578,446.72, including VAt
(18%)
the Company’s Board of
directors (minutes no.
283 of 17.09.2015)
Work price under the agreement shall not
exceed RuB 1,621,958.72, including VAt
(18%)
the Company’s Board of
directors (minutes no.
283 of 17.09.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
127
Work price is not determined due to the
fact that the supplementary agreement
does not change work price specified by the
agreement
the Company’s Board of
directors (minutes no.
283 of 17.09.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Price is not determined due to the fact that
the supplementary agreement does not
change work price specified by the agree-
ment
the Company’s Board of
directors (minutes no.
283 of 17.09.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
256.
Supplementary agreement
no. 3 to rental agreement no.
22-07/14 of 24.04.2012
PJSC fGC uES and JSC
“Electrosetservice unEG"
Amendments to the rental agreement no. 22-07/14
of 24.04.2012 between PJSC fGC uES (the lessor)
and JSC "Electrosetservice unEG" (the lessee)
257.
Agreement for replacing RPn
At-1 on Vyborgskaya SS 400
kV (emergency repair work)
PJSC fGC uES and JSC
“Electrosetservice unEG"
128
258.
Supplementary agreement
no. 4 to the agreement no.
3896 of 16.03.2012 for de-
veloping design and working
documentation
PJSC fGC uES and JSC
“dESP”
259.
Agreement to perform design
and survey work
PJSC fGC uES and JSC
“dESP”
260.
Agreement for the completion
of the work package
PJSC fGC uES and JSC R&d
Centre of fGC uES
JSC "Electrosetservice unEG" (the Contractor)
undertakes to perform on the objects of PJSC
fGC uES (the Customer) emergency repair works
(construction and erection, commissioning,
development of working documentation, equip-
ment supply) to replace RPn At-1 on Vyborgskaya
SS 400/330kV associated with the elimination of
equipment damage, emergency work, performed
with the aim of preventing human exposure to a
hazardous production factor that can lead to injury
or another sudden sharp deterioration in health as
well as work on elimination of faults and damages,
threatening a disruption of the normal operation of
equipment, structures, devices, and the Customer
undertakes to accept and pay the completed work
Amendments to the agreement of 16.03.2012 no.
3896 for developing design and working docu-
mentation under the title: "Construction of 500 kV
Svyatogor SS with ohl approaches 500 kV and
220 kV" for the needs of the federal Grid’s branch-
mES of Western Siberia between PJSC fGC uES
(the Customer) and JSC "dESP" (the Contractor)
JSC "dESP" (the Contractor) undertakes to perform
a complex of works on: development of design
documentation; obtaining a positive expert opinion
regarding the estimated portion of project docu-
mentation; development of procurement documen-
tation for the project "Replacement of tn-1-110
and tn-2-110 Barysh SS 220 kV", and PJSC fGC
uES (the Customer) undertakes to accept result of
works and pay for them
JSC R&d Centre of fGC uES (the Contractor)
undertakes to perform a complex of works under
the title: "Elaboration of a unified system of heat-
ing cabinets drives and electrical circuit breakers,
disconnectors, separators, RPn autotransformers
oRu 220-750 kV" at the SSs of the federal Grid’s
branch– mES of Volga and to deliver the result of
the work of PJSC fGC uES (the Customer) and the
Customer undertakes to accept result of works
and pay the stipulated price
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
283 of 17.09.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Rents determined by the supplementary
agreement, is RuB 177,608.38, including
VAt (18%).
Rental payment under the rental agreement
no. 22-07/14 of 24.04.2012 for the period
from 01.04.2012 to 24.12.2015 is RuB
10,055,491.85, including VAt (18%).
the total rent for the entire term of the
agreement no. 22-07/14 of 24.04.2012 tak-
ing into account its prolongation, shall not
be or exceed 2 (two) percent of the book
value of assets of PJSC fGC uES accord-
ing to its accounting statements at the last
reporting date
Work price under the agreement shall not
exceed RuB 21,118,994.02, including VAt
(18%)
the Company’s Board of
directors (minutes no.
283 of 17.09.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
129
Work price determined by the supplemen-
tary agreement, shall not exceed RuB
93,243,904.06, including VAt (18%)
the Company’s Board of
directors (minutes no.
283 of 17.09.2015)
Work price under the agreement shall not
exceed RuB 581,350.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
283 of 17.09.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Work price under the agreement shall not
exceed RuB 12,154,000.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
285 of 02.10.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti, member of the
Company’s management Board A.A. Zagaratsky,
who is a member of the Board of directors of a
party to the transaction
261.
Supplementary agreement
no. 2 to the agreement of
25.02.2014 on the use of
national standards
PJSC fGC uES and JSC "So
uES"
Amendments to the agreement of 25.02.2014 on
the use of national standards between PJSC fGC
uES and JSC "So uES"
the price is not determined due to the fact
that the supplementary agreement does
not and cannot entail liabilities of monetary
nature, and not related to the transfer of
property (property rights)
the Company’s Board of
directors (minutes no.
286 of 29.10.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, member of the
Company's Board of directors and the Chairman
of the management Board A.E. murov, mem-
bers of the Company's Board of directors V.m.
Kravchenko, m.S. Bystrov, who are members of
the Board of directors of a party to the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
262.
Agreement for the completion
of the work package
PJSC fGC uES and JSC R&d
Centre of fGC uES
263.
Agreement for the provision
of testing services for trans-
former oil
PJSC fGC uES and JSC
“Electrosetservice unEG"
264.
Agreement for the completion
of the work package
PJSC fGC uES and JSC
“Electrosetservice unEG"
130
265.
Agency agreement no.
370384 of 22.06.2015
JSC fGC uES and JSC “muS
Energetiki”
266.
Agreement of compensated
use of the road
PJSC fGC uES and JSC
"tyumenenergo"
JSC R&d Centre of fGC uES (the Contractor) un-
dertakes to perform a complex of works under the
title: "Coanda ohl 220 kV - Chara (KC-49), taksimo
ohl 110 kV - tyagovaya (tt-72). Reconstruction of
ohl (support no. 233 - no. 238)", and to deliver the
result of the work of PJSC fGC uES (the Customer)
and the Customer undertakes to accept result of
works and pay the stipulated price
JSC "Electrosetservice unEG" (the Contractor)
undertakes to provide a range of services for
transformer oil test equipment of PJSC fGC uES
(the Customer): chemical and chromatographic
analysis of transformer oil, in accordance with the
schedule of services in 2015, and the Customer
undertakes to accept the result of the rendered
services and pay for it
JSC "Electrosetservice unEG" (the Contractor) un-
dertakes to perform a complex of works under the
title: "Emergency repair work to replace reliance
on Gumrak ohl 220 kV – Krasnoarmeyskaya with
branches at the Volgograd ChP 3" and deliver the
result of the work of PJSC fGC uES (the Customer)
and the Customer undertakes to accept result of
works and pay the stipulated price
JSC fGC uES (the Principal) assigns and JSC
"muS Energetiki" (the Agent) assumes the obliga-
tion of its own name but for the account and in
the interests of the Principal to perform legal and
practical actions:
- search of organisations (users) to enter contracts
of communication services, except for transac-
tions for the provision of telephone communication
services, rent of equipment, communications and
spaces of the Principal, rendering services related
to the use of equipment, communication and
spaces of the Principal;
- representation of interests of the Principal in all
matters arising out of contracts, the conclusion of
additional agreements to contracts;
- ensuring the full workflow on contracts and the
timely provision of the principal primary docu-
ments;
- monitoring the performance by the users of their
obligations under the contracts;
- maintenance of claims work under contract
disputes
PJSC fGC uES (the owner) provides to the
use of approach road (designation: construc-
tion of transport, length of 253m., inv. no.
71:119:002:000003910:9015, lit. 15, address:
Khanty-mansiysk Autonomous okrug-ugra, nizh-
nevartovsk district, " Progress SS 220 kV", inv. no.
0720-2-12-55013) and JSC tyumenenergo (the
user) uses it for its intended purpose in accor-
dance with paragraph 1.5 of the Rules of the road
adopted by the Council of ministers – the Govern-
ment of the Russian federation, by the resolution
of 23.10.1993 no. 1090
Work price under the agreement shall not
exceed RuB 36,967,020.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
286 of 29.10.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
Service price under the agreement is RuB
403,822.59, including VAt (18%)
the Company’s Board of
directors (minutes no.
286 of 29.10.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Work price under the agreement shall not
exceed RuB 3,196,631.50, including VAt
(18%)
the Company’s Board of
directors (minutes no.
286 of 29.10.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
131
Service price (agency fees) under the
agency agreement shall not exceed RuB
490,000.00, including VAt (18%)
the Company’s Board of
directors (minutes no.
286 of 29.10.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the Company’s Board of
directors (minutes no.
286 of 29.10.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the amount of fees under the agree-
ment is RuB 845.05, including VAt (18 %)
per month. the total payment under the
agreement for the period 01.06.2015 by
30.04.2016 is RuB 9,295.55, including VAt
(18%).
the total fees for the entire term of the
agreement of compensated use of the road,
taking into account its prolongation, shall
not be or exceed 2 (two) percent of the
book value of assets of PJSC fGC uES ac-
cording to its accounting statements at the
last reporting date
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
267.
268.
Supplementary agreement
no. 1 to the agreement no.
123-2014 of 19.12.2014 on
design, working documenta-
tion, construction and installa-
tion, commissioning
Agreement on rendering
services on laying fiber optic
communication lines in the
server no. 0.3 dPC "China-
town"
PJSC fGC uES and JSC
“Electrosetservice unEG"
PJSC fGC uES and it Energy
Service, llC
269.
Approval of inter-related
interested-party transactions
PJSC fGC uES and JSC
“Kuban trunk Grids”
132
Amendments to the agreement no. 123-2014 of
19.12.2014 on design, working documentation,
construction and installation, commissioning un-
der the title: "Limitation of icing and fluctuations at
the facilities of the federal Grid’s branch– mES of
Center” between JSC fGC uES (the Customer) and
JSC "Electrosetservice unEG" (the Contractor)
it Energy Service, llC (the Contractor) undertakes
to provide services on laying fiber optic communi-
cation lines between the server racks in no. 0.3 of
dPC "Chinatown", located at: moscow, Kitaygorod-
skiy Pr., d. 7, p. 5, 0.3 server, ground floor, hall No.
2, in accordance with the terms of reference, and
PJSC fGC uES (the Customer) undertakes to ac-
cept and pay for services rendered
Approval of inter-related interested-party transac-
tions:
1. to determine that the amount of compensation
according to the agreement about compensation
under the title "Rostovskaya nPP – tikhoretskaya
no. 2 ohl 500 kV with extension of tikhoretsk
SS 500 kV", shall not exceed RuB 6,704,866.20,
including VAt (18%) in the amount of not more
RuB 1,022,776.20.
2. to approve the agreement on compensation
of expenses under the title "Rostovskaya nPP –
tikhoretskaya no. 2 ohl 500 kV with extension
of tikhoretsk SS 500 kV" between JSC fGC uES
(the Company) and JSC "Kuban trunk Grids" (the
owner).
3. to determine the price of the agency agreement
under the title " Rostovskaya nPP – tikhoretskaya
no. 2 ohl 500 kV with extension of tikhoretsk
SS 500 kV" between JSC fGC uES, JSC "Kuban
trunk Grids", in the amount of not more RuB
6,704,866.20, including VAt (18%) in the amount
of not more RuB 1,022,776.20, including the cost
of agency fees in the amount of RuB 118,000.00,
including VAt (18 %) in the amount of RuB
18,000.00.
4. to approve an agency agreement under the title
"Rostovskaya nPP – tikhoretskaya no. 2 ohl
500 kV with extension of tikhoretsk SS 500 kV"
between JSC fGC uES (the Agent) and JSC "Kuban
trunk Grids" (the Principal).
Works price is not determined due to the
fact that the agreement does not change
the price of the agreement
the Company’s Board of
directors (minutes no.
286 of 29.10.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Service price under the agreement is RuB
498,000.00, including VAt (18%)
the Company’s Board of
directors (minutes no.
286 of 29.10.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Work price shall not exceed RuB
64,497,600.32, including VAt (18%)
the Company’s Board of
directors (minutes no.
287 of 02.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
133
270.
Supplementary agreement
no. 3 to the agreement no.
42/2009-08 of 24.12.2009
PJSC fGC uES and it Energy
Service, llC
Provision for maintenance services and technical
support between the JSC fGC uES (the Customer)
and it Energy Service, llC (the Contractor)
the Company’s Board of
directors (minutes no.
287 of 02.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Service price determined by supplemen-
tary agreement, since 01.01.2014 is RuB
1,162,300.00, including VAt (18%) per
month, is RuB 13,947,600.00, including VAt
(18%) at 12 months, and under the agree-
ment for the period from 07.12.2009 to
31.12.2014 is RuB 75,022,705.37, including
VAt (18%).
total price of services for the entire term of
the agreement, taking into account its pro-
longation, shall not be or exceed 2 percent
of the book value of assets of PJSC fGC
uES according to its accounting statements
at the last reporting date.
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
271.
Supplementary agreement
no. 1 to the agreement no.
291of 31.07.2013
PJSC fGC uES and JSC
“Electrosetservice unEG"
272.
Contracting agreement
PJSC fGC uES and JSC
“Electrosetservice unEG"
273.
Agreement no. 025-14/EdmS
of 01.09.2014 for construc-
tion and installation and com-
missioning works
JSC fGC uES and JSC “Elec-
trosetservice unEG"
134
274.
275.
Agreement no. 381059 of
30.06.2015 to perform works
on technical inspection of
ohl of unEG
JSC fGC uES and JSC “Elec-
trosetservice unEG"
Real property lease contract
(with protocol of disagree-
ments)
PJSC fGC uES and PJSC
Rushydro
276.
Agreement no. 73-Suid of
01.12.2014 to perform design
and survey work
JSC fGC uES and JSC
“dESP”
277.
Agreement no. 024-14/Suid
of 11.09.2014 for perform-
ing work including supply of
materials, technical resources
and equipment, construction,
installation and commission-
ing
JSC "fGC uES and JSC
"tyumenenergo"
278.
Agreement no. 84-Suid of
25.12.2014 to perform design
and survey work
JSC fGC uES and JSC
“dESP”
design work, equipment supply, construction and
installation, commissioning works of automated di-
agnostics systems GiS for the needs of the federal
Grid’s branch– mES of East between PJSC fGC
uES (the Client) and JSC "Electrosetservice unEG"
(the Contractor)
Construction and installation with supply of materi-
als for the project: "liman ohl 220 kV (Astrakhan
SS – SS lyman). measures to protect wires of the
upper phase of site no. 280-420 of approximation
to the posts supports" between JSC fGC uES and
JSC "Electrosetservice unEG"
Construction and installation and commissioning
of the modernisation programme of the power
transformers, shunt reactors and oil circuit break-
ers, replacement of hV inputs 500 kV on trachu-
kovskaya SS 500 kV and ilkovskaya SS 500 kV for
the needs of the federal Grid’s branch– "mES of
Western Siberia" between JSC fGC uES and JSC
"Electrosetservice unEG"
Execution of works on technical inspection of
overhead power lines of unEG for the needs
of Kuzbass PmES, between JSC fGC uES (the
Customer) and JSC "Electrosetservice unEG" (the
Contractor)
PJSC Rushydro (the lessor) undertakes to transfer
the PJSC fGC uES (the lessee) for temporary use
of part of waterworks for placing and maintenance
of supports of overhead power lines with a voltage
of 220 kV and 500 kV
Execution of design and survey works for the
project: "Reconstruction reserve spaces nos. 6,
8 indoor switchgear 10 kV orlovskaya SS 220 kV
with the installation of vacuum circuit breakers and
current transformers for technological connection
of llC "n. B.A." between JSC fGC uES (the Cus-
tomer) and JSC "dESP" (the Contractor)
Execution of work including supply of materials,
technical resources and equipment, construction,
installation and commissioning for the project:
"Reconstruction of oRu Pyt-Yakh 110 kV SS 500
kV (Agreement on implementation of technologi-
cal connection of 07.10.2009 no. 283/tP-m8)"
between JSC fGC uES (the Customer) and JSC
"tyumenenergo" (the Contractor)
Execution of design and survey works for the
project: "Reconstruction of nizhegorodskaya SS
500 kV, Kudma SS 220 kV and the construction
of transmission line "Kudma - GPP5" 220 kV and
transmission line "nizhegorodskaya GPP5" 220 kV
for technological connection of power receiving
devices of llC "luKoil - nizhegorodnefteorgsin-
tez" (GPP-5), the application of 13.11.2013 no.
iA/3tP/705, between JSC fGC uES (the Customer)
and JSC "dESP" (the Contractor)
Work price determined by supplemen-
tary agreement, shall not exceed RuB
19,413,297.13, including VAt (18%)
the Company’s Board of
directors (minutes no.
287 of 02.11.2015)
Work price of the agreement shall not
exceed RuB 9,700,000.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
287 of 02.11.2015)
Work price of the agreement shall not
exceed RuB 1,100,838.17, including VAt
(18%)
the Company’s Board of
directors (minutes no.
287 of 02.11.2015)
Work price of the agreement is RuB
479,080.00, including VAt (18%)
the Company’s Board of
directors (minutes no.
287 of 02.11.2015)
the Company’s Board of
directors (minutes no.
287 of 02.11.2015)
Rental value under the Real property lease
contract (with protocol of disagreements)
between PJSC fGC uES and JSC "Rushy-
dro", that is an interested-party transaction
is RuB 149,630.48, including VAt (18%) is
RuB 22,824.99 per month, but not more
RuB 1,645,935.28, including VAt (18%) shall
not exceed RuB 251,074.89 for the period
from 01.05.2014 to 31.03.2015
Work price of the agreement shall not ex-
ceed RuB 475,000.00, including VAt (18%)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
members of the Company's Board of directors
V.m. Kravchenko, m.S. Bystrov, who are mem-
bers of the Board of directors of a party to the
transaction; member of the Board of directors
and the Chairman of the management Board n.G.
Shulginov, who is a General director of a party to
the transaction
135
the Company’s Board of
directors (minutes no.
287 of 02.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Work price of the agreement shall not
exceed RuB 5,634,714.41, including VAt
(18%)
the Company’s Board of
directors (minutes no.
287 of 02.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Work price of the agreement shall not
exceed RuB 17,331,010.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
287 of 02.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
no.
transaction description
transaction parties
transaction subject*
transaction price**
Supplementary agreement
no. 17 to the agreement
no. ts/01 of 01.04.2008 for
performing Customer-Builder
functions
PJSC fGC uES
JSC “CiuS uES”
the Customer-Builder functions between PJSC
fGC uES (the Company) and JSC "CiuS uES"
(Customer-Builder)
Service price determined by supplementary
agreement, for the period from 01.04.2015
to 31.12.2015 shall not exceed RuB
1,224,250,000.00, including VAt (18%)
279
280.
281.
282.
136
Supplementary agreement
no. 16 to the agreement no.
923 of 01.03.2006
Agreement on termination of
the agreement for rendering
services on placement of
technological equipment no.
10 / 11 of 02.12.2011
Supplementary agree-
ment no. 1 to the property
lease agreement no. B-1 of
24.01.2014
PJSC fGC uES and JSC
“muS Energetiki”
the provision of services on provision of commu-
nication channels between JSC fGC uES (the Cus-
tomer) and JSC "muS Energetiki" (the Contractor)
PJSC fGC uES and PJSC
idGC of north-West
termination of the agreement between PJSC fGC
uES (the Contractor) and PJSC "idGC of north-
West" (the Customer)
PJSC fGC uES and PJSC
Rosseti
Amendments to the property lease agreement no.
B-1 of 24.01.2014 between PJSC fGC uES (the
lessor) and PJSC Rosseti (the lessee)
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
287 of 02.11.2015)
infoRm Ation on mAJoR tRAnSAC tionS
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board n.i. Pozdnyakov,
who is a member of the Board of directors and
a General director of a party to the transaction;
member of the Company’s management Board
d.l. Shishkin, who is a member of the Board of
dircetors of a party to the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the price of services determined by
the supplementary agreement, is RuB
22,777.78, including VAt (18 %)
the Company’s Board of
directors (minutes no.
288 of 16.11.2015)
not determined (the termination agreement
does not entail and cannot entail any ad-
ditional monetary obligations)
the Company’s Board of
directors (minutes no.
288 of 16.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the Company’s Board of
directors (minutes no.
288 of 16.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
137
the Company’s Board of
directors (minutes no.
288 of 16.11.2015)
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti
the Company’s Board of
directors (minutes no.
288 of 16.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the amount of rent determined by the
supplementary agreement for the period
from 09.07.2014 to 30.09.2014 shall not
exceed RuB 26,154,040.19, including VAt
(18%) per month. the amount of rent
from 01.10.2014 under the propert lease
agreement of 24.01.2014 no. B-1 shall not
exceed RuB 26,579,313.46, including VAt
(18%) per month.
the total rent value for the validity period of
the property lease agreement of 24.01.2014
no. B-1, taking into account its prolonga-
tion, shall not be or exceed 2 (two) percent
of the book value of assets of PJSC fGC
uES according to its accounting statements
at the last reporting date
Service price determined by the supple-
mentary agreement, shall not exceed RuB
40,960,458.64, including VAt 18% for the
period from 01.03.2013 till 29.02.2016.
total price of services for the validity period
of the agreement of 11.06.2013 no. 427,
taking into account its prolongation, shall
not be or exceed 2 percent of the book
value of assets of PJSC fGC uES accord-
ing to its accounting statements at the last
reporting date
Service price under the agreement is RuB
7,080.96, including VAt (18%) per month.
Service price under the agreement for the
period from 01.10.2014 on 31.07.2015 is
RuB 70,809.60, including VAt (18 %).
total price of services for the entire term of
the agreement no. 3-2011/18.2400.2687.11
of 29.12.2011, taking into account its
prolongation, shall not be or exceed 2 (two)
percent of the book value of assets of PJSC
fGC uES according to its accounting state-
ments at the last reporting date.
283.
Supplementary agreement
no. 2 to the agreement of
11.06.2013
no. 427 for the provision of
services for all-day organisa-
tion and provision of video
conferencing and intercom
PJSC fGC uES and JSC
“muS Energetiki”
the conclusion of supplementary agreement no. 2
to the agreement of 11.06.2013
no. 427 for the provision of services for all-day or-
ganisation and provision of video conferencing and
intercom between PJSC fGC uES (the Customer)
and JSC "muS Energetiki" (the Contractor)
284.
Agreement of compensated
use of immovable property
PJSC fGC uES and PJSC
idGC of Siberia
the conclusion of the agreement of compensated
use of immovable property under the title of con-
struction "foCl "Chelyabinsk–novosibirsk–tay-
shet-Vladivostok" on a new period of substantial
conditions of the agreement of compensated use
of immovable property on the title of construction
"foCl "Chelyabinsk–novosibirsk–tayshet-Vladivo-
stok" no. 3-2011/18.2400.2687.11 of 29.12.2011
between PJSC fGC uES (the user) and PJSC idGC
of Siberia (the owner)
285.
Supplementary agreement
no. 2 to the agreement of
30.06.2011 no. 59/2011-02
PJSC fGC uES and it Energy
Service, llC
Supplementary agreement no. 2 to the agreement
of 30.06.2011 no. 59/2011-02 between PJSC fGC
uES (the Customer) and it Energy Service, llC (the
Contractor)
Service price determined by the supple-
mentary agreement shall not exceed RuB
53,470,647.96, including VAt (18%)
the Company’s Board of
directors (minutes no.
288 of 16.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
286.
Agreement on operational
maintenance of energy equip-
ment
PJSC fGC uES and
PJSC "lenenergo"
Agreement for operational maintenance of energy
equipment between PJSC fGC uES (the Contrac-
tor) and PJSC "lenenergo" (the Customer)
287.
Supplementary agreement
no. 2 to the premises lease
agreement
PJSC fGC uES and PJSC
idGC of north-West
Supplementary agreement no. 2 to the premises
lease agreement of 25.10.2010 no. 1-mES be-
tween PJSC idGC of north-West (the lessor) and
JSC fGC uES (the lessee)
138
288.
Supplementary agreement
no. 2 to the agreement of
27.12.2012 no. 42/2012-02
PJSC fGC uES and it Energy
Service, llC
289.
Supplementary agreement
no. 23 to the agreement of
31.10.2002 no. 481
PJSC fGC uES and JSC
“muS Energetiki”
Supplementary agreement no. 2 to the agreement
of 27.12.2012 no. 42/2012-02 for the provision of
telecommunications services and hardware main-
tenance of the lAn infrastructure of PJSC fGC
uES between PJSC fGC uES (the Customer) and it
Energy Service, llC (the Contractor)
Supplementary agreement no. 23 to the agree-
ment of 31.10.2002 no. 481 on the provision of
communication services between PJSC fGC uES
(the Subscriber) and JSC "muS Energetiki" (the
operator)
290.
R&d agreement
PJSC fGC uES and JSC R&d
Centre of fGC uES
R&d "System testing of the StAtCom at mogocha
SS, scientific and technical support of the com-
missioning and operation of equipment StAtCom
at mogocha SS" between PJSC fGC uES (the
Customer) and JSC "R&d Centre of fGC uES" (the
Contractor)
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
288 of 16.11.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the Company’s Board of
directors (minutes no.
288 of 16.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the price of services under the agreement
is RuB 284,655.71, including VAt 18% per
year.
total price of services for the entire term of
the agreement on operational operational
maintenance of energy equipment, taking
into account its prolongation, shall not be
or exceed 2 percent of the book value of
assets of PJSC fGC uES according to its
accounting statements at the last reporting
date.
Rents determined by the supplementary
agreement, is RuB 6,128.92, including VAt
(18 %) per month. the amount of the lease
payment for 11 months is RuB 67,418.12,
including VAt (18 %).
the total rent for the entire term of the
premises lease agreement of 25.10.2010
no. 1-mES with regard to its prolongation
should not be or exceed 2 percent of the
book value of assets of PJSC fGC uES ac-
cording to its accounting statements at the
last reporting date.
139
the price of services is not determined
due to the fact that the agreement does
not change the price of services under the
agreement
the Company’s Board of
directors (minutes no.
288 of 16.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the price of services determined by the
supplementary agreement, shall not exceed
RuB 665,979.21, including VAt (18%) per
month.
total price of services under the agree-
ment of 31.10.2002 no. 481 for the period
from 01.01.2006 till 31.10.2015 is RuB
280,966,534.15, including VAt (18%).
total price of services for the entire term of
the agreement 31.10.2002 no. 481, taking
into account its prolongation, shall not be
or exceed 2 percent of the book value of
assets of PJSC fGC uES according to its
accounting statements at the last reporting
date.
Work price of the agreement is RuB
16,630,000.00, including VAt (18%)
the Company’s Board of
directors (minutes no.
288 of 16.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the Company’s Board of
directors (minutes no.
288 of 16.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
291.
Supplementary agreement
no. 4 to the real property
lease contract of 01.06.2012
no. 93-2012
PJSC fGC uES and
JSC “CiuS uES”
Amendments to the real property lease contract of
01.06.2012 no. 93-2012 between PJSC fGC uES
(the lessor) and JSC "CiuS uES" (the lessee)
292.
293.
140
Agreement on termination of
the agreement for lease of
copper cables connection of
01.10.2010 no. 50-10/511m
PJSC fGC uES and PJSC
"moESK"
termination of the lease agreement of 01.10.2010
no. 50-10/511m between PJSC fGC uES (the les-
sor) and PJSC "moESK" (the lessee)
Supplementary agreement
no. 2 to the real property
lease contract of 02.09.2013
no. 1
PJSC fGC uES and
JSC «CiuS uES»
Amendments to the real property lease contract
of 02.09.2013 no. 1 between PJSC fGC uES (the
lessor) and JSC "CiuS uES" (the lessee)
294.
lease agreement
PJSC fGC uES and JSC uES
"Sakrusenergo"
lease of "Centralnaya" ohl 500 kV - Enguri hPP
(Kavkasioni) on the territory of the Russian federa-
tion between JSC uES "Sakrusenergo" (the lessor)
and PJSC fGC uES (the lessee)
295.
Service agreement
PJSC fGC uES and JSC idGC
of urals
296.
Agreement of 24.09.2013
no. 3378 on development of
design and working documen-
tation
JSC fGC uES and JSC R&d
Centre of fGC uES
Compensated provision of services by JSC idGC
of Urals (the Contractor) to provide firmly places
for placement of communication equipment of
PJSC fGC uES (the Customer) in non-residential
premises no. 43 in accordance with the scheme
on the ground floor of non-residential building (ad-
ministrative), located at the address: Chelyabinsk,
Revolution square, 5
Execution of works on development of design and
working documentation for the project: "Safety sys-
tem of mirnaya SS 220 kV" under the program to
ensure protection of electric grid facilities of JSC
fGC uES, between JSC fGC uES (the Customer)
and JSC "R&d Centre fGC uES" (the Contractor)
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
288 of 16.11.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board n.i. Pozdnyakov,
who is a member of the Board of directors and
a General director of a party to the transaction;
member of the Company’s management Board
d.l. Shishkin, who is a member of the Board of
dircetors of a party to the transaction
the Company’s Board of
directors (minutes no.
288 of 16.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the Company’s Board of
directors (minutes no.
288 of 16.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti;
member of the Company's management Board
n.i. Pozdnyakov, who is a member of the Board of
directors and a General director of a party to the
transaction; member of the Company’s manage-
ment Board d.l. Shishkin, who is a member of the
Board of dircetors of a party to the transaction
141
the Company’s Board of
directors (minutes no.
288 of 16.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, member of the
Company’s management Board m.n. Pichugina,
who is a member of the Board of directors of a
party to the transaction
the Company’s Board of
directors (minutes no.
288 of 16.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Rent value determined by the supplementa-
ry agreement, is RuB 103,043.51, including
VAt (18 %) per month.
Rental payment under the real prop-
erty lease contract of 01.06.2012 no.
93-2012 for the period from 01.06.2012 till
31.01.2016 is RuB 8,807,908.57, including
VAt (18 %).
the total rent value for the entire term
of the agreement taking into account its
prolongation, shall not be or exceed 2 (two)
percent of the book value of assets of PJSC
fGC uES according to its accounting state-
ments at the last reporting date.
Agreement on termination of the real
property lease contract does not and can-
not entail additional monetary obligations,
the price of the services/work under the
agreement
Rent value determined by the supplemen-
tary agreement, is RuB 64,784.47, including
VAt (18 %).
the total rent value under the agreement for
the period from 06.03.2013 till 02.06.2016
is RuB 4,251,204.84, including VAt (18%).
the total rent for the entire term of the
rental agreement taking into account its
prolongation should not be or exceed 2
percent of the book value of assets of PJSC
fGC uES according to its accounting state-
ments at the last reporting date.
Rental value under the agreement is RuB
1,791,162.01 per month, including VAt
(18%) and the tax on the income of renting
of immovable property used on the territory
of the Russian federation (20 %), in the
amount of RuB 303,586.78.
the total rental payment under the agree-
ment for 11 months is RuB 19,702,782.11,
including VAt (18%) and the tax on the
income of leasing immovable property used
on the territory of the Russian federation
(20 %), in the amount of RuB 3,339,454.58.
the total rent value for the entire term of
the agreement taking into account its pro-
longation, shall not be or exceed 2 percent
of the book value of assets of PJSC fGC
uES according to its accounting statements
at the last reporting date.
the price of services under the agreement
is RuB 39,120.00, including VAt (18%) per
month.
the price of services under the agree-
ment for the period from 01.01.2015 to
30.11.2015 is RuB 430,320.00, including
VAt (18%)
Work price under the agreement shall not
exceed RuB 2,792,239.31, including VAt
(18%)
the Company’s Board of
directors (minutes no.
288 of 16.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
297.
298.
Agreement of 23.12.2013
no. 3383 on development of
design and working documen-
tation
JSC fGC uES and JSC R&d
Centre of fGC uES
Agreement of 23.12.2013
no. 3384 on development of
design and working documen-
tation
JSC fGC uES and JSC R&d
Centre of fGC uES
Execution of works on development of design and
working documentation for the project: "Safety
system of orbita SS 220 kV" under the program to
ensure protection of electric grid facilities of JSC
fGC uES between JSC fGC uES (the Customer)
and JSC "R&d Centre fGC uES" (the Contractor)
Execution of works on development of design and
working documentation for the project: "Safety sys-
tem of Knyazhevo SS 220 kV" under the program to
ensure protection of electric grid facilities of JSC
fGC uES between JSC fGC uES (the Customer)
and JSC "R&d Centre fGC uES" (the Contractor)
299.
Accident and illness insur-
ance contract
PJSC fGC uES and JSC
“SoGAZ”
Accident and illness insurance
142
300.
301.
302.
Supplementary agreement
no. 1 to the compensation
agreement of 31.10.2013 no.
237
PJSC fGC uES and JSC
"Kuban trunk Grids"
Amendments to supplementary agreement no. 1
to the compensation agreement of 31.10.2013 no.
237 between PJSC fGC uES (the Company) and
JSC "Kuban trunk Grids" (the owner)
Supplementary agreement
no. 1 to the agency agree-
ment of 31.10.2013 no. 238
PJSC fGC uES and JSC
"Kuban trunk Grids"
Amendments to the agency agreement of
31.10.2013 no. 238 between PJSC fGC uES (the
Agent) and JSC "Kuban trunk Grids" (the Principal)
Agreement for the completion
of the work package
PJSC fGC uES and JSC
“Electrosetservice unEG"
303.
Agreement for the completion
of the work package
PJSC fGC uES and JSC
“Electrosetservice unEG"
304.
Contracting agreement for
construction and installation,
commissioning works with
equipment supply
PJSC fGC uES and JSC
“Electrosetservice unEG"
305.
Supplementary agreement
no. 1 to the agreement of
31.07.2013 no. 290
PJSC fGC uES and JSC
“Electrosetservice unEG”
Execution of complex of works on the project:
"disassembly / reassembly of isolating suspen-
sion wires (insulators) on the facility BnPP-Kras-
noarmeyskaya-2 Samarskaya PmES ohl 500 kV"
between PJSC fGC uES (the Customer) and JSC
"Electrosetservice unEG" (the Contractor)
Execution of complex of works on the project:
"disassembly / reassembly of isolating suspension
wires (insulators) on the facility BnPP-Krasno-
armeyskaya-2 nizhne-Volzhskaya PmES ohl 500
kV" between PJSC fGC uES (the Customer) and
JSC "Electrosetservice unEG" (the Contractor)
Contract for performance of construction and
installation, commissioning works with equipment
supply for the project: "Astahovskaya SS 220 KV
(Reconstruction with replacement of equipment,
including od, SC)" for the needs of the federal
Grid’s branch- Volgo-donskoye PmES" between
PJSC fGC uES (the Customer) and JSC "Electro-
setservice unEG" (the Contractor)
Changes to the agreement of 31.07.2013 no.
290 to perform design works, equipment supply,
construction, commissioning, automated diagnos-
tics systems CR for the needs of the federal Grid’s
branch– mES of East between PJSC fGC uES (the
Customer) and JSC "Electrosetservice unEG" (the
Contractor)
Work price under the agreement shall not
exceed RuB 1,845,600.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
288 of 16.11.2015)
Work price under the agreement shall not
exceed RuB 1,910,200.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
288 of 16.11.2015)
the price of services (the insurance
premium) under the agreement is RuB
1,040,899.54 (VAt exempt)
the Company’s Board of
directors (minutes no.
288 of 16.11.2015)
the amount of compensation deter-
mined by additional agreement is RuB
998,951,928.81, including VAt (18%)
the Company’s Board of
directors (minutes no.
289 of 16.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti; member of the
Company's Board of directors and the manage-
ment Board Chairman A.E. murov, members of the
Company’s management Board: V.A. Goncharov,
A.V. Vasiliev, V.P. dikoy, A.A. Zagaratsky, m.n.
Pichugina, n.i. Pozdnyakov, m.G. tikhonova, d.l.
Shishkin – beneficiaries in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Price of work determined by supplementary
agreement, is RuB 996,119,928.81, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
289 of 16.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Work price under the agreement shall not
exceed RuB 45,510,020.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
289 of 16.11.2015)
Work price under the agreement shall not
exceed RuB 66,987,410.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
289 of 16.11.2015)
Work price of the agreement shall not
exceed RuB 87,413,762.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
289 of 16.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Price of work determined by supplemen-
tary agreement, shall not exceed RuB
9,181,724.22, including VAt (18%)
the Company’s Board of
directors (minutes no.
289 of 16.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
143
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
144
306.
Agreement of 17.12.2014 no.
74-Suid to perform design
and survey work
JSC fGC uES and JSC
“dESP”
PJSC fGC uES and JSC R&d
Centre of fGC uES
PJSC fGC uES and JSC R&d
Centre of fGC uES
PJSC fGC uES and JSC R&d
Centre of fGC uES
PJSC fGC uES and JSC R&d
Centre of fGC uES
307.
308.
309.
310.
Agreement for performance
of works (adjustment of proj-
ect documentation, working
documentation, construction
and assembly works, equip-
ment, registration of rights on
land plots) for the project: "Re-
construction of makhachka-
la–330 SS 330/110/10 kV "
(replacing the rectifier devices
for ice melting)"
Agreement on performance
of works (design documenta-
tion, working documentation,
construction and assemble
works, equipment, registration
of land rights) for the project:
"Reconstruction of the t–15
SS 220/110/35/10 kV (instal-
lation of rectifier devices for
ice melting, arranging ice
melting on wires and cables
for outgoing ohl 220 kV)"
Agreement for performance
of works (design documenta-
tion, working documentation,
construction and assemble
works, equipment, registration
of land rights) for the project:
"Reconstruction of "Zimovniki"
SS 220/110/10 kV (installa-
tion of rectifier devices for ice
melting, arranging ice melting
on the exhaust ohl 220 kV)"
Agreement for performance
of works (design documenta-
tion, working documentation,
construction and assemble
works, equipment, registration
of land rights) for the project:
"Reconstruction of the Volgo-
donsk RP 220 kV (installation
of rectifier devices of ice melt-
ing, arranging ice melting on
wires and cables for outgoing
ohl 220 kV)"
Execution of design and survey works for the
project: "Reconstruction of Prosvet SS 220 kV
with the installation of the backup cell no. 17
indoor switchgear 6 kV vacuum circuit breaker and
current transformers for tP llC "Velesstroy", con-
nection agreement of 03.09.2013, no. 158/tP-m6"
between JSC fGC uES (the Customer) and JSC
"dESP" (the Contractor)
the performance by the Contractor (JSC "R&d
Centre of fGC uES") of a complex of works on:
- registration of rights to land plots for design and
survey works (if necessary);
- engineering survey;
- registration of rights to land plots for the recon-
struction of the object;
- adjusting the project documentation and the
design documentation;
- examination of project documentation;
- design supervision;
- reconstruction
the performance by the Contractor (JSC "R&d
Centre of fGC uES") of a complex of works on:
- registration of rights to land plots for design and
survey works (if necessary);
- engineering survey;
- registration of rights to land plots for the recon-
struction of the object;
- adjusting the project documentation and the
design documentation;
- the examination of project documentation;
- design supervision;
- reconstruction
the performance by the Contractor (JSC "R&d
Centre of fGC uES") of a complex of works on:
- registration of rights to land plots for design and
survey works (if necessary);
- engineering survey;
- registration of rights to land plots for the recon-
struction of the object;
- adjusting the project documentation and the
design documentation;
- examination of project documentation;
- design supervision;
- reconstruction
the performance by the Contractor (JSC "R&d
Centre of fGC uES") of a complex of works on:
- registration of rights to land plots for design and
survey works (if necessary);
- engineering survey;
- registration of rights to land plots for the recon-
struction of the object;
- adjusting the project documentation and the
design documentation;
- the examination of project documentation;
- design supervision;
- reconstruction
Work price of the agreement shall not ex-
ceed RuB 215,452.00, including VAt (18%)
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
289 of 16.11.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Work price is determined in the amount of
not more than RuB 65,487,510.00, including
VAt (18%)
the Company’s Board of
directors (minutes no.
291 of 19.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
Work price is determined in the amount of
not more than RuB 39,409,610.00, including
VAt (18%)
the Company’s Board of
directors (minutes no.
291 of 19.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
145
Work price is determined in the amount of
not more than RuB 24,840,530.00, including
VAt (18%)
the Company’s Board of
directors (minutes no.
291 of 19.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
Work price is determined in the amount of
not more than RuB 42,878,360.00, including
VAt (18%)
the Company’s Board of
directors (minutes no.
291 of 19.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
146
311.
312.
313.
314.
315.
316.
317.
318.
319.
Agreement for performance
of works (design documenta-
tion, working documentation,
construction and assemble
works, equipment, registration
of land rights) for the project:
"Reconstruction of the B–10
SS 220/110/10 kV (installa-
tion of rectifier devices of ice
melting, arranging ice melting
on wires and cables for outgo-
ing ohl 220 kV)"
Agreement for performance
of works on development of
software module for determin-
ing hourly deviations of the
amount of electricity
Agreement on termination
of the lease agreement
of 01.08.2010 no. 1836-
10/345m of means of dis-
patch and process control
Supplementary agreement
no. 6 to the agreement of
31.01.2010 no. 58-10/436m
of lease of means of dispatch
and process control
Supplementary agreement
no. 1 to the agreement of
27.04.2011 no. 99-2011 for
the execution of complex
of works on the project:
"Replacement of air circuit
breakers 330 – 750 kV"
Supplementary agreement
no. 4 (with the protocol of
disagreements) to the lease
agreement of 27.09.2011 no.
44.1900.587.11
Supplementary agreement
no. 1 to the agreement of
16.10.2012 no. 164-2012 for
the development of design
and working documentation,
construction and installation
works on the integrated pro-
gram for improving lighting-
surge proofness of ohl
Agreement on debt repayment
arising from the agreement of
services rendering in transfer
of electricity via unEG of
25.01.2012 no. 544/P
Supplementary agreement
no. 2 to the agreement of
15.05.2013 no. 58/13 for
electrical equipment service
maintenance
PJSC fGC uES and JSC R&d
Centre of fGC uES
PJSC fGC uES and it Energy
Service, llC
the performance by the Contractor (JSC "R&d
Centre of fGC uES") of a complex of works on:
- registration of rights to land plots for design and
survey works (if necessary);
- engineering survey;
- registration of rights to land plots for the recon-
struction of the object;
- adjusting the project documentation and the
design documentation;
- the examination of project documentation;
- design supervision;
- reconstruction
the Contractor (it Energy Service, llC) work on de-
veloping a software module for determining hourly
deviations of volumes of electricity for automated
measuring and information system for electricity
fiscal metering (hereinafter - the Work).
the scope of Work agreed upon by the Parties in
the specification to the agreement
PJSC fGC uES and PJSC
"moESK"
termination of the lease agreement of means of
dispatch and process control of 01.08.2010 no.
1836-10/345m from 01.04.2015
PJSC fGC uES and PJSC
"moESK"
Amendments to the agreement
PJSC fGC uES and JSC
“Electrosetservice unEG”
Amendments to the agreement
Work price is determined in the amount of
not more than RuB 62,940,150.00, including
VAt (18%)
the Company’s Board of
directors (minutes no.
291 of 19.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
Work price is determined in the amount of
RuB 479,622.89, including VAt (18%)
the Company’s Board of
directors (minutes no.
291 of 19.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the price of services is not determined (the
termination agreement does not and cannot
entail any additional obligations related to
money)
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
Rent value determined by the supplemen-
tary agreement, is RuB 12,955.00 including
VAt (18%), per month
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
Works price is not determined due to the
fact that the agreement does not change
the price of the agreement
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s Board of directors: o.m. Budargin,V.m.
Kravchenko and A.A. demin, who are members of
the Board of directors of a party to the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s Board of directors: o.m. Budargin,V.m.
Kravchenko and A.A. demin, who are members of
the Board of directors of a party to the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
147
PJSC fGC uES and PJSC
idGC of Siberia
Prolongation of lease term and the term of the
agreement
Rental value, following the conclusion
of the supplementary agreement, is RuB
45,329.48, including VAt (18%), per month
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti;
PJSC fGC uES and JSC
“Electrosetservice unEG”
Amendments to the agreement in terms of work
schedule, procurement and funding
Works price is not determined due to the
fact that the agreement does not change
the price of the agreement
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
PJSC fGC uES and JSC
“Yantarenergo”
Settlement of debt repayment conditions
the size of the debt, subject to settlement
under the agreement, amounts to RuB
1,761,360,927.47., including VAt (18%)
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
PJSC fGC uES, JSC “Electro-
setservice unEG”, and JSC
“Electrozavod”
Amendments to the agreement
Price of work determined by supplemen-
tary agreement, amounts to no more RuB
17,650,368.07, including VAt (18%)
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, member of the
Company’s Board of directors m.A. Kolesnikov,
who is a member of the Board of directors of a
party to the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
320.
321.
322.
Supplementary agreement
no. 2 to the agreement of
15.05.2013 no. 57/13 for
electrical equipment service
maintenance
Supplementary agreement
no. 2 to the agreement of
15.05.2013 no. 52/13 for
electrical equipment service
maintenance
Supplementary agreement
no. 3 to the agreement of
01.05.2013 no. 53/13 for
electrical equipment service
maintenance
PJSC fGC uES, JSC “Electro-
setservice unEG”, and JSC
“Electrozavod”
Amendments to the agreement
PJSC fGC uES, JSC “Electro-
setservice unEG”, and JSC
“Electrozavod”
Amendments to the agreement
PJSC fGC uES, JSC “Electro-
setservice unEG”, and JSC
“Electrozavod”
Amendments to the agreement
323.
Compensation agreement
PJSC fGC uES and JSC
"tyumenenergo"
Compensation of expenses incurred by the owner
(PJSC fGC uES ) in connection with the actions of
the Customer (JSC "tyumenenergo") on the con-
struction of the Customer's facility that involve the
need for reconstruction of the owner's object
Price of work determined by supplemen-
tary agreement, amounts to no more RuB
42,616,358.49, including VAt (18%)
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
Works price is not determined due to the
fact that the agreement does not change
the price of the agreement
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
Price of work determined by supplemen-
tary agreement, amounts to no more RuB
32,388,106.64, including VAt (18%)
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
the preliminary amount of compen-
sation under the agreement is RuB
441,685,612.50, including VAt (18%)
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti;
148
324.
325.
Supplementary agreement
no. 4 to the agreement of
10.11.2012 no. 195/12 to
perform work on service
maintenance of equipment
and systems preventing ex-
plosions and fires in oil-filled
transformer equipment of
Proteсtor Transformer (TR)
brand
Supplementary agreement
no. 1 to the agreement of
06.06.2014 no. 81-2014/1
for execution of works on
construction and installation,
commissioning works for
the project: "modernisation
of power autotransformers,
shunt reactors and oil circuit
breakers"
PJSC fGC uES and JSC
“Electrosetservice unEG
Amendments to the agreement
Works price is not determined due to the
fact that the supplementary agreement
does not change the price of the agreement
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
149
PJSC fGC uES and JSC
“Electrosetservice unEG"
Amendments to the agreement in terms of the
work schedule, services and supplies
Works price is not determined due to the
fact that the supplementary agreement
does not change the price of the agreement
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
326.
Agreement of compensated
provision of services
PJSC fGC uES and JSC
“Electrosetservice unEG”
the Contractor (PJSC fGC uES) undertakes to
provide to the Customer (JSC "Electrosetservice
unEG") parking spaces to accommodate vehicles
of the Customer
327.
Contracting agreement of
18.06.2014 no. 029-14/Suid
for the supply of material
and technical resources and
equipment, construction and
installation and commission-
ing works for the project:
"Replacement of voltage
transformers”
JSC fGC uES and JSC “Elec-
trosetservice unEG”
the Contractor (JSC "Electrosetservice unEG") un-
dertakes to perform a complex of works, including
obtaining of permissive documentation for con-
struction (if necessary); construction and installa-
tion works
the price of services under the agreement
is RuB 6,310.38, including VAt (18%) per
month
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
Work price shall not exceed RuB
10,439,522.52, including VAt (18%)
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
150
328.
329.
330.
331.
332.
333.
Contracting agreement for
execution of construction
and commissioning works
with equipment supply for
the project: "modernisation of
Balashovskaya SS 500 kV. Re-
placement of At-1" under the
replacement program of At
Сontracting agreement for
performance of design and
exploration works, working
documentation, construction-
assembly, commissioning for
modernisation of autotrans-
formers, shunt reactors and
oil circuit breakers at SS of
mES of East
Contracting agreement for
construction and installation
and commissioning works
under the program of improv-
ing reliability of the main
equipment of SS an ohl of
PJSC fGC uES
Contracting agreement for
performance of design and
exploration works, working
documentation, construction
and installation , commission-
ing works on ohl recon-
struction by replacement of
porcelain isolation of mES of
East
Agreement for drafting work-
ing documentation, peforming
construction and installa-
tion, commissioning works
with equipment delivery at
liteinaya SS 220 kV for the
project: "technical re-equip-
ment of liteinaya SS 220
kV, Satarovskaya SS 220 kV.
Installation of rectifier devices
to system PG"
Contracting agreement for
construction and installation
and commissioning works
under the program of improve-
ment of reliability of the main
equipment of PJSC fGC
uES SS and ohl during the
modernisation of autotrans-
formers, shunt reactors and
oil circuit breakers
PJSC fGC uES and JSC
“Electrosetservice unEG”
the Contractor (JSC "Electrosetservice unEG") un-
dertakes to perform a complex of works, including
dismantling of the existing equipment (autotrans-
former At-1, arresters 10 kV At-1); the construction
of building structures under the equipment supply
of the necessary structures and materials
PJSC fGC uES and JSC
“Electrosetservice unEG”
the Contractor (JSC "Electrosetservice unEG") un-
dertakes to perform a complex of works , including
the development of project and working documen-
tation; supervision; renovation
Work price is determined in the amount of
not exceeding RuB 25,926,494.66, including
VAt (18%)
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Work price is determined in the amount of
not exceeding RuB 14,955,837.73, including
VAt (18%)
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
PJSC fGC uES and JSC
“Electrosetservice unEG”
the Contractor (JSC "Electrosetservice unEG")
undertakes to peform a set of works on recon-
struction
Work price is determined in the amount of
not exceeding RuB 9,746,028.01, including
VAt (18%)
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
PJSC fGC uES and JSC
“Electrosetservice unEG”
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform a complex of works on:
- development of design and working documenta-
tion;
- design supervision;
- reconstruction
Work price is determined in the amount of
not exceeding RuB 17,213,120.00, including
VAt (18%)
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
151
PJSC fGC uES and JSC
“Electrosetservice unEG”
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform a complex of works on:
- development of working documentation;
- organisation of field supervision;
- technical re-equipment of the object.
Work price is determined in the amount of
not exceeding RuB 54,110,056.45, including
VAt (18%)
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
PJSC fGC uES and JSC
“Electrosetservice unEG”
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform construction, installation
and commissioning works
Work price is determined in the amount not
exceeding RuB 0.82, including VAt (18%)
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
334.
Gift agreement
PJSC fGC uES and fSBEi hE
"nRu "mPEi"
transfer by the donator (PJSC fGC uES ) free of
charge into the ownership of the donee (fSBEi
hE "nRu "mPEi") of laboratory equipment for use
in generally useful purposes within the system of
higher, secondary and primary professional educa-
tion
Price of property transferred as a gift is RuB
5,560,593.22, VAt exempt
the Company’s Board of
directors (minutes no.
293 of 27.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti;
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
335.
336.
337.
338.
339.
Contracting agreement for the
construction and installation
and commissioning works for
the program of increase of re-
liability of the main equipment
of PJSC fGC uES SS and ohl
Contracting agreement for
construction and installation
and commissioning works
under the program of improve-
ment of reliability of the main
equipment of PJSC fGC uES
SS and ohl regarding re-
placement and reinforcement
of ohl supports
Contracting agreement for
construction and installation
and commissioning works
under the program of improve-
ment of reliability of the main
equipment of PJSC fGC uES
SS and ohl in the reconstruc-
tion of ohl by replacement of
porcelain insulation
Contracting agreement for
construction and installation
and commissioning works
under the program of improve-
ment of reliability of the main
equipment of PJSC fGC uES
SS and ohl
Agreement for performance
of design and exploration
works, working documenta-
tion, construction, commis-
sioning for the replacement
and reinforcement of ohl
supports
152
PJSC fGC uES and JSC
“Electrosetservice unEG”
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform a complex of works on
reconstruction
Work price is determined in the amount of
not exceeding RuB 81,058,890.00, including
VAt (18%)
the Company’s Board of
directors (minutes no.
294 of 27.11.2015)
PJSC fGC uES and JSC
“Electrosetservice unEG”
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform of construction, installation
and commissioning works
Work price is determined in the amount of
not exceeding RuB 14,392,625.99, including
VAt (18%)
the Company’s Board of
directors (minutes no.
294 of 27.11.2015)
PJSC fGC uES and JSC
“Electrosetservice unEG”
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform construction, installation
and commissioning works
Work price is determined in the amount of
not exceeding RuB 16,263,008.46, including
VAt (18%)
the Company’s Board of
directors (minutes no.
294 of 27.11.2015)
PJSC fGC uES and JSC
“Electrosetservice unEG”
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform construction, installation
and commissioning works
Work price is determined in the amount of
not more than RuB 47,602,990.54, including
VAt (18%)
the Company’s Board of
directors (minutes no.
294 of 27.11.2015)
PJSC fGC uES and JSC
“Electrosetservice unEG”
Work price is determined in the amount of
not more than RuB 5,268,017.96, including
VAt (18%)
the Company’s Board of
directors (minutes no.
294 of 27.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
153
340.
Agreement to perform emer-
gency recovery work
PJSC fGC uES and JSC
“Electrosetservice unEG”
Work price is determined in the amount of
RuB 2,219,004.69, including VAt (18%)
the Company’s Board of
directors (minutes no.
294 of 27.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform a work package:
- registration of rights to land plots for design and
survey works (if necessary);
- engineering survey;
- registration of rights to land plots for the recon-
struction of the object;
- development of design and working documenta-
tion;
- for the implementation of supervision;
- reconstruction
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform emergency recovery work
on replacement of the 500 kV breaker at "Shakhty"
SS 500 kV of materials of the Customer (PJSC fGC
uES)
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
PJSC fGC uES and
JSC «CiuS uES»
the Contractor (JSC "CiuS uES") undertakes to
perform work-in-progress on the development of
working documentation, construction and instal-
lation works, commissioning works and supply of
material and technical resources and equipment
of the 1st phase of construction for the project:
"Construction of 500 kV Beloberezhskaya SS with
approaches novobryanskaya –Eletskaya ohl 500
kV, Beloberezhskaya – Cementnaya ohl 220 kV,
Beloberezhskaya –mashzavod ohl 220 kV and
Beloberezhskaya – Bryanskaya ohl 220 kV"
341.
Agreement for performance
of work-in-progress on the
development of working
documentation, construction
and installation , commission-
ing and supply of material
and technical resources and
equipment of the 1st phase of
construction for the project:
"Construction of 500 kV
Beloberezhskaya SS with
approaches novobryanskaya
–Eletskaya ohl 500 kV, Belo-
berezhskaya – Cementnaya
ohl 220 kV, Beloberezhskaya
–mashzavod ohl 220 kV and
Beloberezhskaya – Bryans-
kaya ohl 220 kV"
154
342.
lease agreement of electric
grid facilities
PJSC fGC uES and PJSC
iGdS of Centre
the lessor (PJSC idGC of Centre) transfers, and
the lessee (PJSC fGC uES) accepts, for payment
for temporary possession and use, electric grid
facilities beneficially owned by the Lessor
343.
Agreement for the termination
of the real property lease con-
tract of 18.06.2013 no. 3135
PJSC fGC uES and
JSC «CiuS uES»
the parties on the basis of voluntary expression
terminate the real property lease contract from
18.06.2013 no. 3135. the last day of validity of the
agreement is considered 31.05.2015
344.
Supplementary agreement
no. 1 to the real property
lease contract of 10.07.2015
no. 372671
PJSC fGC uES and
JSC «CiuS uES»
Amendments to the real property lease contract of
10.07.2015 no. 372671
345.
Agreement for operational
service of power equipment
PJSC fGC uES and PJSC
“lenenergo”
the Contractor (PJSC fGC uES) undertakes to
provide operational service of power equipment
owned by the Customer (PJSC “lenenergo”) on its
own
346
Agreement for the provision
of communication services
PJSC fGC uES and JSC
“muS Energetiki”
the Contractor (JSC “muS Energetiki”) provides
the Customer (PJSC fGC uES) with communica-
tion services in accordance with the terms of the
agreement
Work price is determined in the amount
of not more than RuB 3,297,566,756.73,
including VAt (18%)
the Company’s Board of
directors (minutes no.
294 of 27.11.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board n.i. Pozdnyakov,
who is a member of the Board of directors and
a General director of a party to the transaction;
member of the Company’s management Board
d.l. Shishkin, who is a member of the Board of
dircetors of a party to the transaction
155
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board n.i. Pozdnyakov,
who is a member of the Board of directors and
a General director of a party to the transaction;
member of the Company’s management Board
d.l. Shishkin, who is a member of the Board of
dircetors of a party to the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board n.i. Pozdnyakov,
who is a member of the Board of directors and
a General director of a party to the transaction;
member of the Company’s management Board
d.l. Shishkin, who is a member of the Board of
dircetors of a party to the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Rental payment under the lease agreement
of electric grid facilities in a month is RuB
11,607.24 including VAt (18%). the total
lease payment under the lease agreement
of electric grid facilities for 11 months is
RuB 127,679.64, including VAt (18%)
due to the fact that the agreement on ter-
mination real property lease contract does
not and cannot entail additional monetary
obligations, the price of services / work
under the agreement is not determined
Rent value determined by the supplementa-
ry agreement is RuB 270,630.37, including
VAt (18%) per month.
the total rent value under the lease con-
tractt for the period from 01.02.2015 to
31.12.2015 is RuB 3,204,831.15, including
VAt (18%)
Service price under the agreement on
operational service of power equipment will
be RuB 170,790.30, including VAt (18%)
per year.
total price of services for the entire term
of the agreement taking into account its
prolongation, shall not be or exceed 2 (two)
percent of the book value of assets of PJSC
fGC uES according to its accounting state-
ments at the last reporting date.
the price of services under the agreement
per month consists of:
- prices for a service connection by provid-
ing access to 8 channels at RuB 81,769.56,
including VAt (18%);
- prices for a service connection by
providing access to 6 channels at RuB
61,327.17, including VAt (18%).total price
of services under the agreement on provi-
sion of communication services for the
period 01.05.2015 to 30.04.2016 is RuB
776,810.82, including VAt (18%).
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
347
Supplementary agreement
no. 3 to the premise lease
agreement no. 18/3 of
25.10.2010
PJSC fGC uES and PJSC
idGC of north-West
Amendments to the premise lease agreement of
25.10.2010 no. 18/3
348.
Agreement for the provision
of services on repair, mainte-
nance and diagnostic inspec-
tion of electric grid facilities
PJSC fGC uES and JSC
“muS Energetiki”
the Contractor (JSC "muS Energetiki") undertakes
to provide the complex of services on maintenance
and repair of communications equipment, and the
Customer (PJSC fGC uES) undertakes to pay for
services rendered.
156
349.
Agreement for the provision
of services for equipment
placement
PJSC fGC uES and JSC
"tyumenenergo"
the owner (PJSC fGC uES) provides the user
(JSC "tyumenenergo") services for placement of
the user's equipment at "Kartopia" SS 220/110/10
kV in accordance with the scheme of allocation of
equipment
PJSC fGC uES and PJSC
Rushydro
Subject and other essential conditions are estab-
lished by the agreement
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
157
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; members of the
Company's Board of directors: m.S. Bystrov, V.m.
Kravchenko, n.G. Shulginov, who are members of
the Board of directors of a party to the transaction
Rent value determined by the supplemen-
tary agreement is RuB 24,135.72, including
VAt (18 %) per month.
the total rental payment under the agree-
ment for 11 months is RuB 265,492.92,
including VAt (18 %).the total rent for the
entire term of the premise lease taking into
account its prolongation, shall not be or ex-
ceed 2 percent of the book value of assets
of PJSC fGC uES according to its account-
ing statements at the last reporting date.
Service price under the agreement shall not
exceed RuB 16,700,000.00, including VAt
(18%)
total price of services for the entire term of
the agreement taking into account its pro-
longation should not be or exceed 2 percent
of the book value of assets of PJSC fGC
uES according to its accounting statements
at the last reporting date.
the price of services under the agreement
for the provision of services for equipment
placement is RuB 12,074.48, including VAt
(18 %).
total price under the agreement for render-
ing services on equipment placement for
a period of 12 months is RuB 144,893.76,
including VAt (18%). total price of services
for the entire term of the agreement taking
into account its prolongation, shall not be
or exceed 2 (two) percent of the book value
of assets of PJSC fGC uES according to its
accounting statements at the last reporting
date.
due to the fact that the agreement on the
transfer and protection of information con-
stituting a commercial secret does not and
cannot entail for the parties the liabilities
of monetary nature, and not related to the
transfer of property (property rights), agree-
ment price is not determined .
350.
351.
352.
353.
Agreement on the transfer
and protection of information
constituting a commercial
secret
Supplementary agreement
no. 4 to the agreement no.
07/13 of 13.03.2013 for
maintenance and diagnostic
inspection of electric grid
facilities
Supplementary agreement
no. 2 to the agreement of
09.10.2012 no. 212 for execu-
tion of works for the project:
“Reconstruction of Baksan SS
330 kV” (replacement of air
circuit breakers 330 kV) for
the needs of the federal Grid’s
branch– "mES of South"
Supplementary agreement
no. 8 to the agreement 06/13
of 18.02.2013 on repairs,
troubleshooting of equipment
and targeted programmes
for the SS and ohl of mES of
Western Siberia
PJSC fGC uES and JSC
“Electrosetservice unEG”
Amendments to the agreement of 13.03.2013 no.
07/13 for maintenance and diagnostic inspection
of electric grid facilities
Work price under the supplementary agree-
ment shall not exceed RuB 224,374,883.95,
including VAt (18%)
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
PJSC fGC uES and JSC
“Electrosetservice unEG”
Amendments to the agreement of 09.10.2012 no.
212
due to the fact that the supplementary
agreement does not change the price of the
agreement of 09.10.2012 no. 212, price is
not determined
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
PJSC fGC uES and JSC
“Electrosetservice unEG”
Amendments to the agreement no. 06/13 of
18.02.2013 on repairs, troubleshooting of equip-
ment and targeted programmes for the SS and
ohl of mES of Western Siberia
due to the fact that the supplementary
agreement does not change the price of the
agreement of 18.02.2013 no. 06/13, price
of work is not determined .
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
PJSC fGC uES and JSC
“Electrosetservice unEG”
354.
Agreement for execution
of working documentation,
construction and installa-
tion, commissioning works
with equipment supply for
the project: "Reconstruction
of relay protection and PA
at metallurgicheskaya SS
750 kV, Yuzhnaya SS 330 kV,
Zheleznogorskaya SS 330
kV, Kurskaya SS 330 kV (the
power output of the Kursk
nPP)"
355.
Agreement on repair and
maintenance of electric grid
facilities
PJSC fGC uES and JSC
“Chitatechenergo”
356
Agreement for the provision
of transport services
PJSC fGC uES and JSC
“Electrosetservice unEG”
158
under the agreement, the Contractor (JSC "Elec-
trosetservice unEG") undertakes to perform a
complex of works on:
- development of working documentation;
- organisation of field supervision;
- reconstruction of the object,
- and to provide a complete set of materials, equip-
ment, spare parts for equipment in accordance
with the documentation, and deliver the result to
the Customer (PJSC fGC uES)
the Contractor (JSC "Chitatechenergo") under-
takes to perform repair and maintenance of
electric grid facilities (hereinafter - works) in
accordance with the technical specifications and
the Customer (JSC fGC uES) undertakes to accept
result of work and pay for it
the Contractor (PJSC fGC uES) undertakes to
provide, on request of the Customer (JSC "Electro-
setservice unEG"), the institutional and technical
capacity of the services to the Customer vehicle
for payment for temporary use and implementation
by the provider of vehicles and their operation for
transportation support of the Customer’s activities
Agreement for the provision
of services on placement of
communication equipment
RuS in Chita for the needs of
trans-Baikal PmES
PJSC fGC uES and JSC
“Chitatechenergo”
the Customer (PJSC fGC uES) requests, and the
Contractor (JSC "Chitatechenergo") undertakes
to provide services on placement of equipment
of a Single digital network of electric Power in its
production premises located at the address: trans-
baikalian Edge, Chita, Profsoyuznaya str., 23, with a
total area 115.2 sqm
Agreement for the provision
of services for operational
maintenance of cells Sobo-
linaya-1 and Sobolinaya-2 110
kV at 220 kV Kartopia SS
PJSC fGC uES and JSC
"tyumenenergo"
the Contractor (PJSC fGC uES) undertakes to
provide services on operation and maintenance
of Customer-owned (JSC tyumenenergo) linear
high-voltage equipment of cells Sobolinaya-1 and
Sobolinaya-2110 kV, located on the territory of 220
kV Kartopia SS
357.
358.
359.
Work price of the agreement will not exceed
RuB 107,436,265.20, including VAt (18%)
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Work price of the agreement will not exceed
RuB 7,015,217.82, including VAt (18%)
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
159
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Service price under the agreement will not
exceed RuB 500,000.00, including VAt
(18%). total price of services for the entire
term of the agreement for the provision
of transport services taking into account
its prolongation should not be equal to or
greater than 2 (two) percent of the book
value of assets of PJSC fGC uES accord-
ing to its accounting statements at the last
reporting date.
the price of services under the agreement
is RuB 79,000.00, including VAt (18%) per
month. total price of services for the period
from 01.01.2015 to 31.12.2015 under the
agreement for the provision of services on
placement of communications equipment
RuS in Chita for the needs of trans-Baikal
PmES is RuB 948,000.00, including VAt
(18%)
the price of services under the agreement
is RuB 53,709.21, including VAt (18 %) per
month. the total price under the agreement
is RuB 483,382.89, including VAt (18%).
total price for the provision of services for
the entire term of the agreement taking into
account its prolongation, shall not be or
exceed 2 (two) percent of the book value
of assets of PJSC fGC uES according to its
accounting statements at the last reporting
date.
PJSC fGC uES and JSC
“Kuban trunk Grids”
Amendments to paragraph 1 of the supplementary
agreement no. 17 to the agency agreement of
29.05.2006 no. 69
Works price, as determined in the supple-
mentary agreement shall not exceed RuB
80,770,000.00, including VAt (18%)
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Supplementary agreement
no. 17 to the Agency agree-
ment of 29.05.2006, no. 69
on the implementation of
the investment program of
JSC "Kuban trunk Grids" on
reconstruction and technical
re-equipment of electric grid
facilities
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
360.
361.
Agreement on performance
of works on maintenance
and repair of communication
equipment
PJSC fGC uES and JSC
“muS Energetiki”
PJSC fGC uES and it Energy
Service, llC
Agreement on performance
of works on modernisation
of automated measuring
and information system for
electricity fiscal metering with
respect to formation of the
normative-reference informa-
tion of points of supply
362.
Agreement for the recovery
work
PJSC fGC uES and PJSC
idGC of the South
the Contractor (JSC "muS Energetiki") undertakes
to perform works on maintenance and repair of
communications equipment for the needs of the
federal Grid’s branch- Vyborg PmES in accordance
with the technical task of the Customer (PJSC
fGC uES), and the Customer undertakes to accept
result of work and pay for it
the Customer (PJSC fGC uES) charges and pays
for, and the Contractor (it Energy Service, llC)
undertakes to perform works on modernisation of
automated measuring and information system for
electricity fiscal metering with respect to formation
of the normative-reference information of points
of supply
According to the Customer (PJSC idGC of the
South) the Contractor (PJSC fGC uES) undertakes
to perform emergency recovery work on liquidation
of consequences of natural disaster at facilities of
PJSC idGC of the South branch - "Astrakhanenergo"
using Customer's materials
160
363.
Supplementary agreement
no. 1 to the real property
lease contract of 28.01.2015
no. 15/154m
PJSC fGC uES and PJSC
"moESK"
Amendments to the real property lease contract of
28.01.2015 no. 15/154
364.
Agreement
PJSC fGC uES and PJSC
"moESK"
PJSC fGC uES and JSC R&d
Centre of fGC uES
365.
Agreement on performance of
works (adjustment of project
documentation, working
documentation, construc-
tion and commissioning, the
equipment, registration of
land rights) for the project:
"Reconstruction of "Shakhty"
SS 500 kV and SS 220/110/10
kV Sh 30 (installation of recti-
fier devices of ice melting with
the reconstruction of scheme
of ice melting for melting ice
on outgoing ohl 220 kV)" for
the needs of PJSC fGC uES
branch - mES of South
the Contractor (PJSC "moESK") takes responsi-
bilities for the technical operation of the network
facilities owned by the Customer (PJSC fGC
uES), located at: moscow, Akademika Chelomeya
str., 5A, in accordance with the Rules of technical
operation of consumer electrical installations, ap-
proved by order of ministry of energy of 13.01.2003
no. 6, and instructions for the operation of the
power facility, including, but not limited to:
- operational work
- inspection,
- implementation of installation of power facilities,
- testing to ensure the power supply of the object
the Contractor (JSC "R&d Centre of fGC uES")
undertakes to perform a complex of works on:
- registration of rights to land plots for design and
survey works (if necessary);
- engineering survey;
- registration of rights to land plots for the recon-
struction of the object;
- adjusting the project documentation and the
design documentation;
- the examination of project documentation;
- design supervision;
- reconstruction
as well as providing a complete set of materials,
equipment, spare parts for equipment in accor-
dance with the design and working documentation,
and deliver the result to the Customer (PJSC fGC
uES)
Works price of the agreement is RuB
16,872,04700, including VAt (18%)
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Works price of the agreement is RuB
489,333.75, including VAt (18%)
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Works price under the agreement on
recovery works between PJSC fGC uES and
PJSC "idGC of the South", that is an interest-
ed-party transaction, is RuB 26,748.75,
including VAt (18 %) in the amount of RuB
4,080.32
due to the fact that the supplementary
agreement to the real property lease con-
tract of 28.01.2015 no. 15/154 does not
change the amount of the rental payment
under the real property lease contract of
28.01.2015 no. 15/154m, rental value is not
determined
Service price under the agreement is RuB
79,842.04, including VAt (18%) per year.
total price of services for the entire term
of the agreement, taking into account its
prolongation, shall not be or exceed 2
percent of the book value of assets of PJSC
fGC uES according to the accounting state-
ments at the last reporting date.
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s Board of directors: o.m. Budargin, V.m.
Kravchenko and A.A. demin, who are members of
the Board of directors of a party to the transaction
161
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s Board of directors: o.m. Budargin, V.m.
Kravchenko and A.A. demin, who are members of
the Board of directors of a party to the transaction
Works price shall not exceed RuB
50,330,640.00, including VAt (18%)
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
366.
Agreement for the provision
of services
PJSC fGC uES and JSC
“muS Energetiki”
Service price under the agreement shall not
exceed RuB 31,464.25, including VAt (18 %)
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
296 of 07.12.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Works price under the agreement shall not
exceed RuB 43,355,084.54, including VAt
(18%)
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
the Contractor (PJSC fGC uES) undertakes to
provide the Customer (JSC "muS Energetiki") with
educational services for the organisation and con-
duct of training on professional development on
"Teaching skills in first aid to persons injured".
the program and other conditions of educational
services, as well as a list of Customer employees
sent for training to the Contractor are determined
by the Parties in the program.
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform a complex of works on
complex technical upgrading of the object, and
deliver the result to the Customer (JSC fGC uES),
and the Customer undertakes to accept result of
works and pay the stipulated price as set forth in
the agreement
JSC fGC uES and JSC “Elec-
trosetservice unEG”
367.
368.
Contracting agreement no.
050-13/Suid of 31.10.2013
for the supply of material
and technical resources and
equipment, construction and
installation and commis-
sioning of the replacement
program tt 110-750 kV at
JSC fGC uES for the needs
of the federal Grid’s branch-
Southern PmES
Supplementary agreement
no. 1 to the agreement of
18.02.2013 no. 34-2013 on
construction and installation,
commissioning works for the
program of replacement of tt
110-750 kV at JSC fGC uES
162
PJSC fGC uES and JSC
“Electrosetservice unEG”
Amendments to the agreement of 18.02.2013 no.
34-2013 in terms of cost and work schedule
due to the fact that the agreement does
not change the price of the agreement of
18.02.2013 no. 34-2013, price of work is
not determined
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
163
369.
Real property lease contract
PJSC fGC uES and JSC
“Electrosetservice unEG”
PJSC fGC uES and JSC
“Electrosetservice unEG”
370.
Agreement for the execution
of working documentation,
construction and installation,
commissioning works with
equipment supply for the
project: "Reconstruction of
northern SS 220 kV to set the
third At 220/110/10 kV with
a capacity of 200 mVA, the
expansion of the Ru 110 kV of
northern SS 220 kV with the
construction of two new cells
for the implementation of tP
JSC "tula regional corporation
of development" for the needs
of the federal Grid’s branch-
Priokskoye PmES"
the lessor (PJSC fGC uES) undertakes to provide
to the lessee (JSC "Electrosetservice unEG")
real property under the transfer and acceptance
certificate for temporary possession and use for a
fee, and the lessee undertakes to pay rent and to
return the facilities to the lessor upon the agree-
ment expiration in good working condition (subject
to normal wear and tear)
According to the agreement, the Contractor (JSC
"Electrosetservice unEG") undertakes to comply
with the Customer (JSC fGC uES) a complex of
works on:
- registration of rights to land plots for the recon-
struction of the object (if necessary);
- development of working documentation;
- for the implementation of supervision;
- reconstruction;
as well as providing a complete set of materials,
equipment, spare parts for equipment in accor-
dance with the design and working documentation.
Rent under the Real property lease contract
is RuB 150,985.74, including VAt (18%)
per month, the total amount of rent for the
entire term of the agreement shall not be
or exceed 2 (two) percent of the book value
of assets of PJSC fGC uES according to its
accounting statements at the last reporting
date.
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Work price of the agreement shall not
exceed RuB 44,397,350.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
PJSC fGC uES and JSC
“Electrosetservice unEG”
371.
Contracting agreement for
construction and installation,
commissioning works with
equipment supply for the
project: "Kotelnikovo SS 220
kV. Replacing the At-4" under
the program of replacing the
At for the needs of PJSC fGC
uES branch - Volgo – dons-
koye PmES"
PJSC fGC uES and JSC
“Electrosetservice unEG”
164
372.
373.
Contracting agreement for
development of working docu-
mentation, supply of materi-
als, execution of construction
installation and commission-
ing works under the program
of increase of reliability of
the main equipment of PJSC
fGC uES SS and ohl (the
program of modernisation of
autotransformers, shunt reac-
tors and oil circuit breakers,
program of replacement and
reinforcement of ohl sup-
ports, the construction ohl
by replacement of porcelain
insulation) for the needs of
PJSC fGC uES branch – "mES
of urals"
Contracting agreement for
construction and installation
and commissioning works
under the program of increase
of reliability of the main
equipment of PJSC fGC uES
SS and ohl for the needs of
PJSC fGC uES branch - mES
of South in 2015 under the
title "Programme for the re-
placement and reinforcement
of ohl supports"
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform to the Customer (PJSC fGC
uES) works on:
- dismantling of existing equipment (autotrans-
former At-4, foundations and construction of the
oil catch tank of At-4, arresters 110 kV of At-4,
arresters 10 kV of At-4);
– the construction of building structures under
equipment with delivery of designs and materials;
– supply of oPn-110 kV and oPn-10 kV, coupling,
armature contact and insulators;
– installation and commissioning of primary equip-
ment;
– the construction of the oil channels to the exist-
ing well;
– installation and commissioning of secondary
equipment (relay protectionand automatics, control
current circuits and SChCn);
– the supply of secondary equipment and materi-
als;
– integration into the existing automated measur-
ing and information system for electricity fiscal
metering;
– installation of the grounding system;
– training of operating personnel of the Customer;
- services in chief-installation of At-4 and the sec-
ondary switching (relay protection and automaics);
– commissioning, site acceptance tests and com-
missioning of all systems listed objects;
– provision of warranty after commissioning of the
equipment in the framework of technical re-equip-
ment, replacement of the autotransformer At-4.
According to the agreement, the Contractor (JSC
"Electrosetservice unEG") undertakes to perform
for the Customer (PJSC fGC uES) a complex of
works on reconstruction of the objects:
- on the programme of modernisation of autotrans-
formers, shunt reactors and oil circuit breakers:
construction and installation works;
commissioning.
- on the programme of replacement and reinforce-
ment of ohl supports:
development of working documentation;
delivery of materials;
construction and installation work.
- on the programme of reconstruction by replacing
the porcelain insulation:
development of working documentation;
construction and installation work.
Work price of the agreement shall not
exceed RuB 21,445,095.62, including VAt
(18%)
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
165
Works price under the agreement shall not
exceed RuB 48,942,000.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
PJSC fGC uES and JSC
“Electrosetservice unEG”
According to the agreemet, the Contractor (JSC
"Electrosetservice unEG") undertakes to comply
with the Customer (PJSC fGC uES) a complex of
works on reconstruction and to provide a complete
set of materials in accordance with project and
working documentation
Works price under the agreement shall not
exceed RuB 43,543,072.06, including VAt
(18%)
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
374.
375.
Agreement for the replace-
ment of linear portals and
traverse of the northern SS
220 kV, Kirovskaya, neftepro-
vod, Vladimirovka of PJSC
fGC uES branch – "Volgo-
donskoye PmES"
Agreement for the construc-
tion and installation work with
supply of materials for the
project: "Replacement of ohl
support on Volgo-okskaya
PmES"
PJSC fGC uES and JSC
“Electrosetservice unEG”
PJSC fGC uES and JSC
“Electrosetservice unEG”
under the agreement, the Contractor (JSC "Elec-
trosetservice unEG") undertakes to perform works
on replacement of linear portals and traverse of
the northern SS 220 kV, Kirovskaya, nefteprovod,
Vladimirovka of PJSC fGC uES branch – "Volgo-
donskoye PmES" in accordance with the technical
tasks of the Customer (PJSC fGC uES)
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform a complex of works in ac-
cordance with design and estimate documentation
provided by the Customer (PJSC fGC uES) for the
supply of materials, execution of construction and
installation works for the project: "Replacement of
ohl support on Volgo-okskaya PmES":
• OHL 220 kV Kostromskaya GRES-Vichuga II chain
of support: no. 33, no. 133;
• OHL 220 kV Kostromskaya GRES-Ivanovo II chain
of support: no. 175;
• OHL 220 kV Kostromskaya GRES-Kostroma – 2
supports: no. 7, no. 31, no. 62, no. 63, no. 79;
• OHL 220 kV Vladimirskaya - Steklovolokno - II
chain of support: no. 32, no. 33.
Work price of the agreement shall not
exceed RuB 6,019,200.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Works price under the agreement shall not
exceed RuB 25,263,000.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
166
376.
377.
378.
379.
Supplementary agreement
no. 2 to the agreement
of 08.10.2012 no. 206 to
perform work for the project:
"Reconstruction of Kropotkin
SS 330 kV (replacement of air
circuit breakers 330 kV) for
the needs of the federal Grid’s
branch– "mES of South"
Supplementary agreement
no. 2 to the agreement
of 05.10.2012 no. 211 to
perform work for the project:
"Reconstruction of nalchik
SS 330 kV (replacement of air
circuit breakers 330 kV) for
the needs of the federal Grid’s
branch- mES of South
Supplementary agreement
no. 2 to the agreement
of 08.10.2012 no. 207 to
perform work for the project:
"Reconstruction of mozdok
SS 330 kV (replacement of air
circuit breakers 330 kV) for
the needs of the federal Grid’s
branch– "mES of South"
Supplementary agreement
no. 2 to the agreement
of 08.10.2012 no. 213 to
perform work for the project:
"Reconstruction of Vladika-
vkaz-500 SS 330 kV (replace-
ment of air circuit breakers
330 kV) for the needs of the
federal Grid’s branch– "mES
of South"
PJSC fGC uES and JSC
“Electrosetservice unEG”
Amendments to the agreement of 08.10.2012 no.
206
due to the fact that the supplementary
agreement does not change the price of the
agreement of 08.10.2012 no. 206, price of
work is not determined.
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
167
PJSC fGC uES and JSC
“Electrosetservice unEG”
Amendments to the agreement of 05.10.2012 no.
211
due to the fact that the supplementary
agreement does not change the price of the
agreement of 05.10.2012 no. 211, price of
work is not determined.
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
PJSC fGC uES and JSC
“Electrosetservice unEG”
Amendments to the agreement of 08.10.2012 no.
207
due to the fact that the supplementary
agreement does not change the price of the
agreement of 08.10.2012 no. 207, price of
work is not determined.
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
PJSC fGC uES and JSC
“Electrosetservice unEG”
Amendments to the agreement of 08.10.2012 no.
213
due to the fact that the supplementary
agreement does not change the price of the
agreement of 08.10.2012 no. 213, price of
work is not determined.
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
PJSC fGC uES and JSC
“Electrosetservice unEG”
Amendments to the agreement of 08.10.2012 no.
208
due to the fact that the supplementary
agreement does not change the price of the
agreement of 08.10.2012 no. 208, price of
work is not determined.
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
380.
381.
382.
Supplementary agreement
no. 2 to the agreement
of 08.10.2012 no. 208 to
perform work for the project:
"Reconstruction of Prikumsk
SS 330 kV (replacement of air
circuit breakers 330 kV) for
the needs of the federal Grid’s
branch- mES of South
Agreement for the replace-
ment of suspended porcelain
insulation on glass (linear
valve) on oRu SS 220 kV; 500
kV for the needs of PJSC fGC
uES branch – "nizhegorods-
koe PmES"
Agreement for the develop-
ment of project and working
documentation, construction
and installation and commis-
sioning works and supply
of material and technical
resources and equipment
for the project "ohl 220 kV
dorogobuzhskaya ChPP
– talashkino, ohl 220 kV
talashkino Smolensk–1, ohl
220 kV novobryanskaya –
naitopovichi 2 chain"
168
PJSC fGC uES and JSC
“Electrosetservice unEG”
PJSC fGC uES and JSC
“Electrosetservice unEG”
383.
Agreement on performance of
works on repair of electric grid
facilities
PJSC fGC uES and JSC
“Electrosetservice unEG”
PJSC fGC uES and JSC
“Electrosetservice unEG”
384.
Supplementary agreement
no. 1 to the agreement of
31.10.2013 no. 050-13/Suid
for the supply of material
and technical resources and
equipment, construction and
installation and commission-
ing works of the replacement
program tt 110-750 kV at
JSC fGC uES for the needs
of the federal Grid’s branch–
"Southern PmES"
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform works on replacement of
suspended porcelain insulation on glass (linear
valve) on oRu SS 220 kV; 500 kV of PJSC fGC uES
branch – "nizhegorodskoe PmES" in accordance
with the technical task of the Customer (PJSC fGC
uES)
under the agreement, the Contractor (JSC "Electro-
setservice unEG") undertakes to perform a com-
plex of works to the Customer (PJSC fGC uES) on:
- registration of rights to land plots for design and
survey works (if necessary);
- engineering survey;
- registration of rights to land plots for the recon-
struction (if necessary);
- development of design and working documenta-
tion;
- reconstruction;
- providing a complete set of materials, equipment,
spare parts for equipment in accordance with the
design and working documentation, and deliver the
result to the Customer.
under the agreement, the Contractor (JSC "Elec-
trosetservice unEG") undertakes to perform works
on replacement of cable braces in the amount of
100 pieces for 25 poles of ohl 220 kV: Arzamas –
Bobylskaia and Bobylskaia – Kudima of PJSC fGC
uES branch - nizhegorodskoe PmES in accordance
with the technical task of the Customer (PJSC fGC
uES)
Amendments to the agreement of 31.10.2013
no. 050-13/Suid for the supply of material and
technical resources and equipment, construction
and installation and commissioning works of the
replacement program tt 110-750 kV at JSC fGC
uES for the needs of the federal Grid’s branch–
"Southern PmES"
385.
Supplementary agreement
no. 3 to the rental agreement
of 19.04.2012 no. 22-07/12
PJSC fGC uES and JSC
“Electrosetservice unEG”
Amendments to the rental agreement of
19.04.2012 no. 22-07/12
Work price of the agreement is RuB
2,130,716.56, including VAt (18%)
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Works price of the agreement shall not
exceed RuB 13,204,703.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
169
Work price of the agreement is RuB
3,139,463.16, including VAt (18%)
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
due to the fact that the supplementary
agreement does not change the price of
works under the agreement of 31.10.2013
no. 050-13/Suid for the supply of mate-
rial and technical resources and equip-
ment, construction and installation and
commissioning works of the replacement
program tt 110-750 kV at JSC fGC uES
for the needs of the federal Grid’s branch–
"Southern PmES", the price of work is not
determined .
Rents are determined by the supplementary
agreement is RuB 851,350.93, including
VAt (18%) per month, the total amount of
the rent for the entire term of the agreement
of 19.04.2012 no. 22-07/12 should not be
or exceed 2 percent of book value of assets
of PJSC fGC uES according to its account-
ing statements at the last reporting date.
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
386.
Supplementary agreement
no. 1 to the agreement of
10.12.2013 no. 201-2013
for the supply of equipment,
construction and installation,
commissioning works on the
programme of replacement
ohl 330-750 kV on the ob-
jects of PJSC fGC uES branch
– "mES of Center" phase i
PJSC fGC uES and JSC
“Electrosetservice unEG”
Amendments to the agreement of 10.12.2013 no.
201-2013 in terms of cost and work schedule
due to the fact that the supplementary
agreement does not change the price of the
agreement of 10.12.2013 no. 201-2013, the
price of work is not determined .
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
387.
Agreement for the repair of
video surveillance and fire
alarm systems at the facilities
of the Amur PmES
PJSC “fGC uES” and JSC
“Electrosetservice unEG”
170
388.
389.
Supplementary agreement
no. 3 to the agreement of
15.05.2013 no. 56/13 for
execution of works on mainte-
nance of electrical equipment
Agreement for emergency
repair works to replace a
damaged high-voltage bush-
ing of 220 kV f. from At-5 at
Yamskaya SS 220 kV of PJSC
fGC uES branch – Priokskoye
PmES
PJSC “fGC uES”, JSC “Elec-
trosetservice unEG”, and
JSC “Electrozavod”
PJSC “fGC uES” and JSC
“Electrosetservice unEG”
390.
Agreement on compensation
of expenses
PJSC fGC uES and JSC
"tyumenenergo"
391.
Agreement on compensation
of expenses
PJSC fGC uES, JSC "tyum-
enenergo" and JSC “YuRESK”
392.
Agreement on compensation
of expenses
PJSC fGC uES and JSC idGC
of urals
According to the agreement, the Customer (JSC
"Electrosetservice unEG") reports, and the Contrac-
tor (PJSC fGC uES) undertakes the execution of
the following works: the repair and replacement
of video surveillance systems, access control, fire
detection and alarm system in a fire at the facilities
of the Amur PmES: 500 kV Amurskaya SS; Zeisky
mu northern RES; novobureisky mu Eastern RES
Amendments to the agreement of 15.05.2013 no.
56/13
the Contractor (JSC "Electrosetservice unEG")
undertakes to comply with the Customer (PJSC
fGC uES) emergency repair work to replace a dam-
aged high-voltage bushing of 220 kV f. from At-5
at Yamskaya SS 220 kV of PJSC fGC uES branch
– Priokskoye PmES
PJSC fGC uES (the Company) compensates
expenses to JSC "tyumenenergo" (the owner) for
the implementation of activities for the recon-
struction of owner's objects because of the need
of Company's construction, according to project
estimate documentation under the title: "ohl 220
kV nyaganskaya GRES – Kartopia"
PJSC fGC uES (the Company) compensates
expenses to JSC "tyumenenergo" (the owner no.
1) on the implementation of measures for the
reconstruction of the object of common ownership
"ohl-110 kV Vandmtor-Sergino 1,2 with a branch
line of ohl 110 kV on SS "Zarechnaya" in connec-
tion with necessity of formation of the object ohl
220 kV "nyaganskaya GRES – Kartopia".
PJSC fGC uES (the Company) compensates for
JSC idGC of urals (the owner) the costs of imple-
menting the owner-focused events and in connec-
tion with the Company's actions for construction
of a Company's facility, which entails the necessity
of reorganisation of the owner's object: SS 110/10
kV "Atymia", ohl-110 kV SS of Atimia – SS of
Kartopia-2, letter 3, which is part of the electric grid
complex of the SS 110/10kV "Atymia" belonging to
the owner of the right of ownership
Work price of the agreement is RuB
1,275,519.97, including VAt (18%)
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
due to the fact that the supplementary
agreement does not change the price of the
agreement of 15.05.2013 no. 56/13, price
of work is not determined.
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Work price of the agreement shall not
exceed RuB 1,044,461.46, including VAt
(18 %)
the Company’s Board of
directors (minutes no.
298 of 11.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
171
the amount of compensation under the
agreement is RuB 116,746,222.44, including
VAt (18%)
the Company’s Board of
directors (minutes no.
299 of 15.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the amount of compensation under the
agreement is RuB 55,365,227.22, including
VAt (18%)
the Company’s Board of
directors (minutes no.
299 of 15.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the amount of compensation under the
agreement is RuB 13,183,130.20, including
VAt (18%)
the Company’s Board of
directors (minutes no.
299 of 15.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
393.
Agreement on compensation
of expenses
PJSC fGC uES and PJSC
idGC of Centre and Privolzhie
394.
Real property lease contract
PJSC fGC uES and PJSC
idGC of Siberia
172
395.
Agreement for operational
support and technical mainte-
nance of equipment
PJSC fGC uES and PJSC
"lenenergo"
396.
Agreement of compensated
provision of services
PJSC fGC uES and PJSC
idGC of north-West
397.
Approval of related-party
transactions
PJSC fGC uES and PJSC
idGC of South
PJSC fGC uES (the Company) compensates to the
PJSC idGC of Centre and Privolzhie (the owner)
the costs of implementing the owner's activities in
the interests and in connection with the Company's
actions for construction (reconstruction, techni-
cal re-equipment) of the electric grid facility under
the title: "Complex technical re-equipment and
reconstruction of 220 kV Vichuga SS", located in
the ivanovo region, Vichuga, 2nd Kirovskaya street,
39 (hereinafter – objects), which involves the need
of reconstruction (technical re-equipment, change
of configuration) of the Owner's facilities.
due to the compensation receivable of the Com-
pany the Owner provides fulfillment (completion)
of works on reconstruction of the owner's facili-
ties, the installation of communication equipment
at opposite ends of the SS 110 kV Zavolzhsk
and SS 110 kV novlyanskaya, and also performs
other activities related to the reconstruction of the
owner's facilities.
PJSC fGC uES (the lessor) undertakes to provide
the PJSC idGC of Siberia (the lessee) real property,
namely, premises no. 1 and no. 2 for staff accom-
modation, garage space no. 3 for the placement
of vehicles with the right to use the land plot with
cadastral number 75:25:180104:0220 to accom-
modate emergency and maintenance inventories,
under the transfer and acceptance certificate for
temporary possession and use for a fee, and the
lessee undertakes to pay rent and to return the ob-
ject to the lessor on termination of the agreement
in good condition.
PJSC fGC uES (the Contractor) undertakes to carry
out operational support and technical maintenance
of power equipment, owned by the PJSC "lenener-
go" (the Customer) at its own efforts and expenses
in accordance with the terms of reference.
on the instructions of PJSC fGC uES (the Cus-
tomer), PJSC idGC of north-West (the Contractor)
undertakes to provide the following services: to co-
ordinate the production of works in security zones
of ohl 35-110 kV and SS, to allow the Customer's
employees to work in security zones of transmis-
sion lines and substation, as well as to provide
technical supervision of works at the objects.
Compensation to PJSC idGC of South (the owner)
costs for the exercise by the owner of activities in
the interests and in connection with the actions of
PJSC fGC uES (the Company) for construction of
a facility of the Company that involve the need of
Reconstruction of objects of the owner under title:
"ohl 500 kV Rostovskaya nPP – tikhoretskaya
no. 2 with extension of SS 500 kV tikhoretsk".
Agency agreement under the title: "ohl 500 kV
Rostovskaya nPP – tikhoretskaya no. 2 with
extension of SS 500 kV tikhoretsk" between PJSC
fGC uES (the Agent) and PJSC idGC of the South
(Principal).
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
299 of 15.12.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the Company’s Board of
directors (minutes no.
299 of 15.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
173
the Company’s Board of
directors (minutes no.
299 of 15.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the estimated amount of compensation
under the agreement for compensation is
RuB 62,823,471.64, including VAt (18%).
The final amount of compensation agreed
by the Parties in the supplementary agree-
ment and includes all the owner's costs
associated with the execution of the com-
pensation agreements.
Rental value under the agreement is RuB
47,451.21, including VAt (18%) per month.
the total rental payment under the agree-
ment for 11 months is RuB 521,963.31,
including VAt (18%).
the total rental payment under the real
property lease contract for the entire term
of the agreement, taking into account its
prolongation, shall not be or exceed 2 (two)
percent of the book value of assets of PJSC
fGC uES according to its accounting state-
ments at the last reporting date.
the price of services under the agreement
shall not exceed RuB 251,215.79, including
VAt (18%), according to the local estimate
shall not exceed RuB 38,321.05. With the
price of services under the agreement per
month is:
- RuB 20,934.65, including VAt (18%) for the
period from 01.01.2014 to 30.11.2014;
- RuB 20,934.00, including VAt (18%) for the
period from 01.12.2014 to 31.12.2014.
the price of services under the agreement
shall not exceed RuB 236,000.00, including
VAt (18%)
the Company’s Board of
directors (minutes no.
299 of 15.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the amount of compensation according to
the agreement about compensation is RuB
18,852,780.00, including VAt (18%)
the Company’s Board of
directors (minutes no.
299 of 15.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the price of the agency agreement is RuB
18,852,780.00, including VAt (18%), includ-
ing the cost of agency fees in the amount of
RuB 118,000.00, including VAt (18 %)
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
299 of 15.12.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
175
no.
transaction description
transaction parties
transaction subject*
transaction price**
398.
Real property lease contract
PJSC fGC uES and JSC
“muS Energetiki”
PJSC fGC uES (the lessor) undertakes to transfer
to JSC "muS Energetiki" (the lessee) real property
under the transfer and acceptance certificate for
temporary possession and use for a fee.
174
the amount of the lease payment per
month under the agreement consists of a
fixed part and a variable part:
- the value of the fixed part of the rent for
the lease of non-residential premises with
a total area of 1,498.82 sqm, located on 3rd
floor in a building (non-residential premises
in block B, space 20,072.90 sqm, Belove-
zhskaya str., 4, inv. no. 0100-1-11-00008), is
RuB 1,951,068.95, including VAt (18%);
- the value of the fixed part of the rent for
the lease of non-residential premises with
a total area of 159.93 sqm, intended for
general use and located on the 3rd floor in a
building (non-residential premises in block
B, space 20,072.90 sqm, Belovezhskaya
str., 4, inv. no. 0100-1-11-00008), is RuB
104,093.37, including VAt (18%);
- the value of the fixed part of the rent for
the lease of parking spaces in the amount
of 8 units with numbers: 1-8, located on
the 1st floor in a building (non-residential
premises in block B, space 20,072.90 sqm,
Belovezhskaya str., 4, inv. no. 0100-1-11-
00008) is RuB 99,299.36, including VAt
(18%)
- the value of the fixed portion of the rent for
parking spaces in the amount of 20 units
with numbers: 316-335, located on the pla-
nar structure (open guest parking, Belove-
zhskaya str., 4, inv. no. 0100-1-12-00415), is
RuB 137,210.40, including VAt (18%).
the variable part of the rent are:
- utilities (heat, water, sewerage, purification
of water), and electricity;
- cleaning of these facilities, including solid
waste removal, deratization, disinfection
and disinsection;
- communication services;
- maintenance of engineering systems of
these objects and external networks;
- maintenance of fire safety systems of
specified objects;
- ensuring protection and access control;
- lighting rentals (facade and street lighting
with consumables);
- service of public transportation;
- wash the outside glass and ventilated
facade.
the magnitude of the variable part of the
rent for non-residential premises with a
total area 1,498.82 sqm. located on the 3rd
floor in a building (non-residential premises
in block B, space 20,072.90 sqm, Belove-
zhskaya str., 4, inv. no. 0100-1-11-00008)
and parking spaces in the amount of 8 units
with numbers: 1-8, located on the 1st floor
in a building (non-residential premises in
block B, space 20,072.90 sqm, Belovezhs-
kaya str., 4, inv. no. 0100-1-11-00008) is cal-
culated in proportion to the area transferred
for temporary possession and use of the
lessee's object.
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
176
399.
Agreement for the provision
of complex services
PJSC fGC uES and JSC
“muS Energetiki”
400.
Contracting agreement
PJSC fGC uES and JSC
“Electrosetservice unEG”
401.
Agreement on compensation
of expenses
PJSC fGC uES and PJSC
“Kubanenergo”
402.
403.
Agreement of 20.05.2014
no. 806/14 on the provision
of services on placement of
communication equipment
JSC fGC uES and JSC idGC
of Volga
Agreement on performance of
works on repair of fiber optic
cable in lightning protection
cable
PJSC fGC uES and JSC
“Chitatechenergo”
404.
R&d agreement
PJSC fGC uES, JSC "Enin",
JSC “R&d Centre of fGC
uES”
Providing comprehensive technical support ser-
vices and maintenance of facilities of KASuB of
north-West in 2015 between PJSC fGC uES (the
Customer) and JSC "muS Energetiki"
Contract for performance of design and explora-
tion works, working documentation, construction
and installation, commissioning works with equip-
ment supply for reconstruction of ZRu 6 kV SS
220kV londoko for tP JSC "teploozersky cement
plant" between PJSC fGC uES (the Customer) and
JSC "Electrosetservice unEG" (the Contractor).
the agreement on compensation of expenses
under title: "ohl 500 kV Rostovskaya nPP –
tikhoretskaya no. 2 with extension of SS 500 kV
tikhoretsk" between PJSC fGC uES (the Company)
and PJSC “Kubanenergo” (the owner)
JSC idGC of Volga (the Contractor) shall provide
PJSC fGC uES (the Customer) service on place-
ment of communications equipment and other
property of the Customer in the premises belong-
ing to the Contractor
JSC "Chitatechenergo" (the Contractor) undertakes
to produce on a plot of ohl-35 kV tK-302 sup. no.
27 – sup. no. A2 – ohl-110 kV Rt-104 sup. no.
34 repair of fiber optic cable in lightning protection
cable
PJSC fGC uES (the Customer) assigns and JSC
"Enin", JSC R&d Centre of fGC uES" (the Contrac-
tor) undertakes to perform research, developmen-
tal and technological works on the topic: "Study
and development of a prototype of compact
devices for distributed series compensation for
transmission lines 220 kV with the selection and
justification of the pilot implementation".
the magnitude of the variable part of the
rent for non-residential premises with a
total area 159.93 sqm, intended for general
use and located on the 3rd floor in a build-
ing (non-residential premises in block B,
space 20,072.90 sqm, Belovezhskaya str.,
4, inv. no. 0100-1-11-00008) is calculated
with a factor of 0.5.
the magnitude of the variable part of the
rent for parking spaces in the amount of
20 units with numbers: 316-335, located on
the planar structure (open guest parking,
Belovezhskaya str., 4, inv. no. 0100-1-12-
00415), calculated in proportion to the
amount transferred to the use lessee park-
ing spaces.
the magnitude of the variable part of the
rent in respect of connection services is cal-
culated upon the lessee rendered services.
the total amount of rent for the entire term
of the property lease agreement, taking into
account its prolongation, shall not be or
exceed 2 (two) percent of the book value
of assets of PJSC fGC uES according to its
accounting statements at the last reporting
date.
the price of services under the agreement
shall not exceed RuB 3,200,000.00, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
299 of 15.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Work price of the agreement shall not
exceed RuB 5,295,607.43, including VAt
(18%)
the Company’s Board of
directors (minutes no.
299 of 15.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
the amount of compensation under the
agreement is RuB 30,477,150.00, including
VAt (18%)
the Company’s Board of
directors (minutes no.
299 of 15.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the price of services under the agreement
per month is RuB 38,320.61, including VAt
(18%)
the price of services under the agree-
ment for the period from 01.01.2014 to
31.12.2014 is RuB 459,847.32, including
VAt (18%)
Work price of the agreement is RuB
374,741.62, including VAt (18%)
the Company’s Board of
directors (minutes no.
299 of 15.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the Company’s Board of
directors (minutes no.
299 of 15.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Works price of the agreement is RuB
29,900,000.00, including VAt 18%
the Company’s Board of
directors (minutes no.
299 of 15.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
177
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infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
405
Agreement to perform design
and survey work
PJSC fGC uES and JSC
“dESP”
Works price of the agreement shall not ex-
ceed RuB 404,468.00, including VAt (18%)
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
300 of 21.12.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
178
406.
407.
408.
409.
410.
411.
412.
Agreement for the provision
of services to support the cor-
porate information manage-
ment system
PJSC fGC uES and llC “it
Energy Service”
Supplementary agreement of
21.03.2014 no. 3 to the agree-
ment of 16.03.2012 no. 3896
JSC fGC uES and JSC
“dESP”
Agreement on performance
of works on development of
project, working and procure-
ment documentation
PJSC fGC uES and JSC R&d
Centre of fGC uES
Execution of design and survey works for the
project: "Reconstruction of reserve cells ZRu 6 kV
of SS 220kV “Kremenki” with the installation of
vacuum circuit breakers, current transformers for
the implementation of the tP llC "novoulyanovsk-
cogeneration", the application of 12.09.2013 m6/
ZtP/302" between PJSC fGC uES (the Customer)
and JSC "dESP" (the Contractor).
it Energy Service, llC (the Contractor) undertakes
to provide a set of services to support and / or
technical support of the corporate management
information system (Additional modules) of PJSC
fGC uES (the Customer).
Amendments to the agreement of 16.03.2012 no.
3896 for the development of design and working
documentation for the project: "Construction of
SS 500 kV “Svyatogor” with entries of ohl 500 kV
and 220 kV" of the federal Grid’s branch– "mES
of Western Siberia" between JSC fGC uES (the
Customer) and JSC "dESP" (the Contractor).
Execution of works on developing design, technical
and procurement documentation: "750 kV lenin-
gradskaya nPP-2 – leningradskaya ohl, 750 kV
leningradskaya nPP - leningradskaya nPP -2 ohl,
access ohl 750 kV leningradskaya nPP - lenin-
gradskaya on oRu 750 kV of leningradskaya nPP-
2" between PJSC fGC uES (the Customer) and JSC
R&d Centre of fGC uES (the Contractor).
Statement for offseting coun-
ter claims between PJSC fGC
uES and JSC "Kuban trunk
Grids"
Agreement of 01.10.2014 no.
ChB-0239-2014 for the provi-
sion of services on placement
of equipment
PJSC fGC uES and JSC
"Kuban trunk Grids"
Counter claims to be offset
JSC fGC uES and JSC
Rushydro
JSC Rushydro (the Contractor) undertakes to
provide services to JSC fGC uES (the Customer)
on placement of the equipment owned by the Cus-
tomer at the production facility of Rushydro branch
- Cheboksarskaya hPP.
Agreement for performing
design and exploration works,
drafting working documenta-
tion
PJSC fGC uES and JSC R&d
Centre of fGC uES
Supplementary agreement
no. 1 (with the protocol of dis-
agreements) to the agreement
of 22.12.2014 no. 1104/14-
340027
PJSC fGC uES and JSC
“Yantarenergo”
Execution of design and exploration works, work-
ing documentation under the project: "Construction
of approaches of 220 kV Klyuchevaya - Sivaki
ohl in Ru 220 kV of SS 220 kV nPS-23 (for tP of
energy receiving devices of llC "dalnefteprovod")
(tC Application no. m3/ZtP/338 of 21.07.2014)"
between PJSC fGC uES (the Customer) and JSC
R&d Centre of fGC uES (the Contractor).
Supplementary agreement no. 1 (with the protocol
of disagreements) to the agreement of 22.12.2014
no. 1104/14-340027 for repair and maintenance of
electric grid facilities between PJSC fGC uES (the
Customer) and JSC "Yantarenergo" (the Contrac-
tor).
the price of services under the agreement
shall not exceed RuB 22,570,473.60, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
300 of 21.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Works price is not determined due to the
fact that the supplementary agreement
does not change the price of the agreement
the Company’s Board of
directors (minutes no.
300 of 21.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Works price of the agreement shall not
exceed RuB 319,115,000.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
300 of 21.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
179
Amount of counter claims to be offset is
RuB 996,001,928.80, including VAt (18%)
the price of services under the agreement
is RuB 35,400.00, including VAt (18%) per
quarter.
the price of services under the agree-
ment for the period from 01.10.2014 till
31.12.2015 is RuB 177,000.00, including
VAt (18 %)
the Company’s Board of
directors (minutes no.
300 of 21.12.2015)
the Company’s Board of
directors (minutes no.
300 of 21.12.2015)
Works price of the agreement shall not
exceed RuB 13,137,304.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
300 of 21.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
members of the Company's Board of directors
V.m. Kravchenko, m.S. Bystrov, who are mem-
bers of the Board of directors of a party to the
transaction; member of the Board of directors
and the Chairman of the management Board n.G.
Shulginov, who is a General director of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
Price of work determined by the supple-
mentary agreement, shall not exceed RuB
1,249,143.28, including VAt (18%)
the Company’s Board of
directors (minutes no.
300 of 21.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
413.
Agreement on termination
of the Real property lease
contract
PJSC fGC uES and
JSC “CiuS uES”
414
license agreement
PJSC fGC uES and JSC R&d
Centre of fGC uES
PJSC fGC uES (the lessor) and JSC "CiuS uES"
(the lessee) agreed to terminate the real prop-
erty lease contract of 14.10.2014 no. 4055 since
01.06.2015, the object of which is a part of non-
residential premises with a total area of 10.6 sqm,
2 floor of 5-storey administrative building (cadas-
tral (conditional) number 59-59-20/068/2006-453),
located at the address: the Perm Edge, Perm,
Visherskaya str., 34.
PJSC fGC uES (the licenser) undertakes to entitle
JSC R&d Centre of fGC uES (the licensee), on
the basis of a simple (nonexclusive) license, to
use the know-how on the territory of the Russian
federation and the CiS countries, provided that the
licensee pays remuneration to the licensor.
180
415.
Agreement for performance
of works on adjustment of
design documentation
PJSC fGC uES and JSC R&d
Centre of fGC uES
416.
Agreement to perform design
and exploration works, work-
ing documentation
PJSC fGC uES and JSC R&d
Centre of fGC uES
417.
Supplementary agreement
no. 2 to the agreement of
05.10.2012 no. 209
PJSC fGC uES and JSC
“Electrosetservice unEG”
418.
Agreement on performance
of works on adjustment of
design documentation
PJSC fGC uES and JSC R&d
Centre of fGC uES
Execution of works on tupdating design documen-
tation for the project: "p by id (Reconstruction of
ohl-330-18 Stavropol – Blagodarnaya (suspension
surge arrester) for the needs of the federal Grid’s
branch– "mES of South" between PJSC fGC uES
(the Customer) and JSC R&d Centre of fGC uES
(the Contractor).
Execution of design and exploration works, drafting
working documentation for the project: "Construc-
tion of approaches of 220 kV Khabarovskaya
-Birobidzhan no. 1 ohlwith a branch line to SS
ikura/t in Ru 220 kV SS 220 kV nPS-32" (for tP of
energy receiving devices of llC "dalnefteprovod")
(tC Application no. m3/ZtP/340 of 21.07.2014)"
between PJSC fGC uES (the Customer) and JSC
R&d Centre of fGC uES (the Contractor).
Supplementary agreement no. 2 to the agreement
of 05.10.2012 no. 209 to perform work for the
project: "Reconstruction of 330 kV Stavropol SS
(replacement of air circuit breakers 330 kV) for the
needs of the federal Grid’s branch– "mES of South"
between PJSC fGC uES (the Customer) and JSC
"Electrosetservice unEG" (the Contractor).
Execution of works on tupdating design docu-
mentation for the project: "improving lightning-
surge proofness by id (Reconstruction of 330 kV
Budennovsk-Kizlyar-Chiryurt ohl (suspension
surge arrester) for the needs of the federal Grid’s
branch- mES of South" between PJSC fGC uES (the
Customer) and JSC R&d Centre of fGC uES (the
Contractor).
Agreement on termination of the real
property lease contract does not and can-
not entail additional monetary obligations,
the price of the services / work under the
agreement.
the price of services (remuneration) under
the license agreement consists of the
amount of:
- fixed payments in the amount of RUB
200,000.00 for each set of technical
documentation under the agreement (not
subject to VAt);
- current transfers (royalties) in the amount
of 80% of sales volume for subcontracts
not subject to VAt.
total price of services (remuneration) under
a license agreement for the entire term of
the license agreement, taking into account
its prolongation, shall not be equal or ex-
ceed 2 percent of the book value of assets
of PJSC fGC uES according to its account-
ing statements at the last reporting date.
Works price of the agreement shall not ex-
ceed RuB 918,950.00, including VAt (18%)
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
300 of 21.12.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board n.i. Pozdnyakov,
who is a member of the Board of directors and
a General director of a party to the transaction;
member of the Company’s management Board
d.l. Shishkin, who is a member of the Board of
directors of a party to the transaction
the Company’s Board of
directors (minutes no.
300 of 21.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
the Company’s Board of
directors (minutes no.
300 of 21.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
181
Work price of the agreement shall not
exceed RuB 14,875,491.01, including VAt
(18 %)
the Company’s Board of
directors (minutes no.
300 of 21.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
Works price is not determined due to the
fact that the agreement does not change
the price of the agreement
the Company’s Board of
directors (minutes no.
300 of 21.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Works price of the agreement shall not
exceed RuB 4,030,770.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
300 of 21.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
419.
Agreement for repair and
maintenance of electric grid
facilities
PJSC fGC uES and JSC
“Yantarenergo”
Agreement for repair and maintenance of electric
grid facilities (with the protocol of disagreements)
between PJSC fGC uES (the Customer) and JSC
"Yantarenergo" (the Contractor).
420.
Agreement to perform design
and exploration works, work-
ing documentation
PJSC fGC uES and JSC R&d
Centre of fGC uES
421.
Agreement on performance
of works on development of
working documentation
PJSC fGC uES and JSC R&d
Centre of fGC uES
182
422.
423.
424.
Agreement for termination of
the agreement of 19.09.2013
no. KS-0913 for drafting
design documentation and
estimates
PJSC fGC uES and JSC R&d
Centre of fGC uES
Supplementary agree-
ment no. 1 to the agree-
ment on compensation of
18.12.2012 no. 0211-92-K/12
(7600/12024/12)
Agreement for the develop-
ment of basic technical solu-
tions, design, technical and
procurement documentation
PJSC fGC uES and PJSC
iGdS of Centre
PJSC fGC uES and JSC R&d
Centre of fGC uES
425.
Agreement of 23.03.2014
no. 29-3/117-GSiRPiR
JSC fGC uES and JSC R&d
Centre of fGC uES
426.
Real property lease contract
PJSC fGC uES and
JSC “CiuS uES”
Execution of design and exploration works, work-
ing documentation on the object: "Construction
of visits ohl 220 kV Amurskaya -Koroli/t with a
branch line to SS Belogorsk in Ru 220 kV SS 220
kV nPS-26 (for tP of energy receiving devices of
llC "dalnefteprovod") (tC Application no. m3/
ZtP/339 of 21.07.2014)" between PJSC fGC uES
(the Customer) and JSC R&d Centre of fGC uES
(the Contractor).
Execution of works on development of working
documentation for the project: " 750 kV leningrad-
skaya – Belozerskaya ohl" for the needs of PJSC
fGC uES branch - mES north-West between PJSC
fGC uES (the Customer) and JSC R&d Centre of
fGC uES (the Contractor).
Agreement on agreement termination of
19.09.2013 no. KS-0913 for the development of
design documentation and estimates for the proj-
ect: "Complex reconstruction of 220 kV Kamskaya
hPP – Soboli and Sl 220 kV Kamskaya hPP –
Vladimirskaya 1 ohl" between PJSC fGC uES (the
Customer) and JSC R&d Centre of fGC uES (the
Contractor).
Supplementary agreement no. 1 to the agreement
on compensation of 18.12.2012 no. 02-11-92-K/12
(7600/12024/12) determines the amount of com-
pensation between PJSC fGC uES (the "Company")
and PJSC idGC of Centre (the owner).
Execution of works on the development of basic
technical solutions, design, technical and procure-
ment documentation for the project: "Construction
of 220 kV mezhdurechenskaya – Stepnaya ohl
with the reconstruction of buildings and construc-
tions of substations and the installation SKRm"
between PJSC fGC uES (the Customer) and JSC
R&d Centre of fGC uES (the Contractor).
Execution of works on development of design
documentation for the project: "Reconstruction
of ohl 220 kV urengoi-Pangody (nadym), ohl
220 kV Pangody-nadym. installation of supports
on new foundations" between JSC fGC uES (the
Customer) and JSC R&d Centre of fGC uES (the
Contractor).
the lessor (PJSC fGC uES) undertakes to transfer
to the lessee (JSC "CiuS uES") real property under
the transfer and acceptance certificate for tempo-
rary possession and use for a fee.
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
300 of 21.12.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Price of works and services under the
agreement for the period from 01.01.2015
to 31.12.2015 shall not exceed RuB
7,534,406.20, including VAt (18%).
total price of works and services under the
agreement for the entire term of the agree-
ment shall not be or exceed 2 percent of
the book value of assets of PJSC fGC uES
according to its accounting statements at
the last reporting date.
Works price of the agreement shall not
exceed RuB 11,066,898.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
300 of 21.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
Works price of the agreement shall not
exceed RuB 593,970,000.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
300 of 21.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
183
Price of the agreement to terminate the
agreement of 19.09.2013 no. KS-0913 for
the development of design documentation
and estimates is RuB 687,553.35, including
VAt (18 %)
the Company’s Board of
directors (minutes no.
300 of 21.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
the amount of compensation determined
by supplementary agreement no. 1 to the
agreement on compensation of 18.12.2012
no. 02-11-92-K/12 (7600/12024/12) is RuB
20,796,060.73, including VAt (18%)
the Company’s Board of
directors (minutes no.
300 of 21.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Works price of the agreement shall not
exceed RuB 227,033,940.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
300 of 21.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
Works price of the agreement shall not
exceed RuB 3,682,800.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
300 of 21.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
Rental value per month consists of fixed
and variable parts:
- the fixed part of the rent is RUB
1,416,402.70, including VAt (18%);
- the variable part of the rent is calculated in
accordance with the terms of the agree-
ment
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board n.i. Pozdnyakov,
who is a member of the Board of directors and
a General director of a party to the transaction;
member of the Company’s management Board
d.l. Shishkin, who is a member of the Board of
directors of a party to the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
427.
Real property lease contract
PJSC fGC uES and
JSC “CiuS uES”
428.
Real property lease contract
PJSC fGC uES and
JSC “CiuS uES”
429.
Real property lease contract
PJSC fGC uES and
JSC “CiuS uES”
184
430.
Supplementary agreement
no. 3 to the agreement of
22.03.2013 no. 479/267607
for the provision of services
for maintenance and repair of
communication systems
PJSC fGC uES and JSC
“muS Energetiki”
431.
Agency agreement on per-
forming customer/developer
functions
PJSC fGC uES and JSC
"tomsk trunk Grids"
432.
Agreement for the provision
of services for technical
support of the automated
investment projects manage-
ment system of PJSC fGC
uES based on the "oracle
Primavera" software
PJSC fGC uES and it Energy
Service, llC
433.
Compensation agreement
PJSC fGC uES and JSC
"tyumenenergo"
434
Real property lease contract
PJSC fGC uES and JSC
“muS Energetiki”
the lessor (PJSC fGC uES) undertakes to provide
to the lessee (JSC "CiuS uES") real property under
the transfer and acceptance certificate for tempo-
rary possession and use for a fee, and the lessee
undertakes to pay the rent and to return the object
to the lessor upon the termination of the agree-
ment in good working condition (subject to normal
wear and tear).
the lessor (PJSC fGC uES) undertakes to provide
to the lessee (JSC "CiuS uES") real property under
the transfer and acceptance certificate for tempo-
rary possession and use for a fee, and the lessee
undertakes to pay the rent and to return the object
to the lessor upon the termination of the agree-
ment in good working condition (subject to normal
wear and tear).
the lessor (PJSC fGC uES) undertakes to provide
to the lessee (JSC "CiuS uES") real property under
the transfer and acceptance certificate for tempo-
rary possession and use for a fee, and the lessee
undertakes to pay the rent and to return the object
to the lessor upon the termination of the agree-
ment in good working condition (subject to normal
wear and tear).
Amendments to the terms and conditions of the
agreement of 22.03.2013 no. 479/267607 for the
provision of services for maintenance and repair of
communication systems
Agent (PJSC fGC uES) undertakes on the instruc-
tions of the Principal (JSC "tomsk trunk Grids") of
its own name but at the expense of the Principal, to
perform functions of Customer/developer, associ-
ated with modernisation, reconstruction, technical
re-equipment of electric grid facilities beneficially
owned by the Principal relating to the unEG, and
the Principal shall pay the Agent compensation for
performing the Principal's instructions and reim-
burse costs incurred by the Agent when performing
the Principal's instructions.
the Contractor (it Energy Service, llC) undertakes
to provide a range of services on technical support
of automated investment projects management
system of the Customer (JSC fGC uES) on the
basis of the software "oracle Primavera" (APCS),
and the Customer undertakes to pay for services
rendered.
Compensation of expenses incurred by the owner
(PJSC fGC uES) for activities in the interests of
and in connection with the actions of the Customer
(JSC "tyumenenergo") on the construction of the
Customer's facility
the lessor (PJSC fGC uES) undertakes to provide
to the lessee (JSC “muS Energetiki”) real property
under the transfer and acceptance certificate for
temporary possession and use for a fee, and the
lessee undertakes to pay the rent and to return the
property to the lessor upon the termination of the
agreement in good working condition (subject to
normal wear and tear).
Rental value is RuB 90,183.85, including
VAt (18%) per month
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
Rental value under the real property lease
contract is RuB 3,310.87, including VAt
(18%) per month
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
Rental value under the real property lease
contract is RuB 14,490.00, including VAt
(18%) per month
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
the price of services, determined by the
supplementary agreement no. 3 to the
agreement of 22.03.2013 no. 479/267607
shall not exceed RuB 200,242,191.53,
including VAt (18%)
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board n.i. Pozdnyakov,
who is a member of the Board of directors and
a General director of a party to the transaction;
member of the Company’s management Board
d.l. Shishkin, who is a member of the Board of
directors of a party to the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board n.i. Pozdnyakov,
who is a member of the Board of directors and
a General director of a party to the transaction;
member of the Company’s management Board
d.l. Shishkin, who is a member of the Board of
dircetors of a party to the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board n.i. Pozdnyakov,
who is a member of the Board of directors and
a General director of a party to the transaction;
member of the Company’s management Board
d.l. Shishkin, who is a member of the Board of
dircetors of a party to the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
185
the total price of the agency agreement
on performing functions of customer/de-
veloper for the entire term of the contract
shall not be or exceed 2 (two) percent of
the book value of assets of PJSC fGC uES
according to its accounting statements at
the last reporting date.
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
the price of services under the agreement
shall not exceed RuB 1,563,264.00, includ-
ing VAt (18%)
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti"
the preliminary amount of compensation
under the compensation agreement is RuB
9,288,373.28, including VAt (18%)
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Rental value under the real property lease
contract is RuB 9,699.44, including VAt
(18%) per month
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
435.
Contracting agreement for
drafting working documenta-
tion, supply of material and
technical resources and
equipment, construction and
installation and commission-
ing works for the project: "220
kV orbit SS. Replacement
of VChZ-110 kV, tt-110 kV,
tt-220 kV" for the needs of
PJSC fGC uES branch - mES
of Western Siberia
PJSC fGC uES and JSC
“Electrosetservice unEG”
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform a complex of works on
reconstruction of 220 kV orbit SS and deliver
the result to the Customer (PJSC fGC uES), and
the Customer undertakes to accept the results of
works and pay the stipulated price as set forth in
the agreement
436.
Rental agreement of movable
property
PJSC fGC uES and JSC
“dESP”
437.
Real property lease contract
PJSC fGC uES and PJSC
idGC of Siberia
186
PJSC fGC uES and it Energy
Service, llC
PJSC fGC uES and JSC R&d
Centre of fGC uES
438.
439.
Agreement on performance
of works on re-engineering
of automated measuring
and information system for
electric power fiscal metering
with respect to maintaining
the reference of the historic-
ity of normative-reference
information
Agreement of 19.06.2013 no.
0214-0-72-01-PiR / 13 to per-
form design and survey work
(without documentation) for
the project: "Construction of
220 kV obninsk –Sozvezdie
1,2 ohl" for the needs of the
federal Grid’s branch– "mES
of Center"
440.
Real property lease contract
PJSC fGC uES and PJSC
idGC of Siberia
the lessor (JSC "dESP") undertakes to provide
to the lessee (PJSC fGC uES) movable property
under the transfer and acceptance certificate
for temporary possession and use for a fee, and
the lessee undertakes to pay rent and return the
property to the lessor at the end of the agreement
in condition not worse than the original.
the lessor (PJSC fGC uES) undertakes to provide
to the lessee (PJSC idGC of Siberia) real prop-
erty under the act of acceptance and transfer for
temporary possession and use for a fee, and the
lessee undertakes to pay rent and to return the
property to the lessor upon the termination of the
agreement in good working conditions (subject to
normal wear and tear).
the Customer (PJSC fGC uES) charges and pays,
and the Contractor (it Energy Service, llC) as-
sumes the obligation to perform re-engineering of
automated measuring and information system for
electric power fiscal metering in terms of maintain-
ing the reference of the historicity of normative-
reference information
the Contractor (JSC R&d Centre of fGC uES)
undertakes to perform a complex of works on
engineering surveys; developing project documen-
tation; developing procurement documentation,
and the Customer (PJSC fGC uES) undertakes to
accept result of works and pay them as set forth in
the agreement
the lessor (PJSC idGC of Siberia) undertakes to
provide the lessee (PJSC fGC uES) real property
for temporary possession and use, and the lessee
undertakes to accept the property and pay rent in
the amount and on the terms established by the
agreement
Works price of the agreement shall not
exceed RuB 45,418,200.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Rental value under the agreement is RuB
25,064.83, including VAt (18%) per month
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Rental value under the agreement is RuB
18,610.11, including VAt (18%) per month
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
187
Works price of the agreement is RuB
47,775,840.00, including VAt (18%)
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Work price of the agreement shall not
exceed RuB 33,016,000.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
Rent value under the agreement is RuB
25,757.78, including VAt (18%) per month
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
441.
Supplementary agreement
no. 1 to the agreement of
04.10.2012 no. 198 on the
execution of works for the
project: "Reconstruction of
330/110/10kV "makhachkala
330 SS" (replacing the rectifier
devices of ice melting)"
PJSC fGC uES and JSC
“Electrosetservice unEG”
Amendments to the terms and conditions of the
agreement of 04.10.2012 no. 198
Price of works is not determined
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
Governing body that
resolved to approve the
transaction (minutes'
date and number)
Person(s) interested in the transaction
188
442.
443.
444.
445.
446.
447.
Agreement on performance of
works on developing design,
technical and procurement
documentation for the project:
"Reconstruction of 500 kV
Peresvet – ilkovskaya ohl.
improving lightning-surge
proofness " for the needs of
the federal Grid’s branch–
"mES of Western Siberia"
Supplementary agreement
no. 5 to the agreement of
01.04.2008 no. 80326
Supplementary agreement
no. 9 to the agreement of
18.02.2013 no. 06/13 on
execution of works on repair
and diagnostics of equipment
and targeted programmes
for the SS and ohl of mES of
Western Siberia
Contracting agreement for
performance of emergency
recovery works on replace-
ment of high voltage bushings
at the 220 kV "K", magdagachi
SS, 500 kV Vladivostok SS,
Chuguyevka, Khekhtsir -2
Agreement for performance
of works (working documen-
tation, construction and com-
missioning works, delivery
of materials) for the project:
"improving of lightning-surge
proofness by id" (Reconstruc-
tion of ohl-330-30 Baksan-
nalchik (installation of ground
wires) for the needs of the
federal Grid’s branch– "mES
of South"
Supplementary agreement
no. 2 to the agreement of
08.10.2012 no. 202 for
execution of works for the
project: "Reconstruction of
220/110/10kV Zimovniki SS.
Installation of rectifier devices
of ice melting (arranging ice
melting on wires and cables
for outgoing ohl 220 kV)
PJSC fGC uES and JSC R&d
Centre of fGC uES
the Contractor (JSC R&d Centre of fGC uES) un-
dertakes to perform complex operations, and the
Customer (PJSC fGC uES) undertakes to accept
result of works and pay them as set forth in the
agreement
Works price of the agreement shall not
exceed RuB 1,146,450.00, including VAt
(18%)
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: A.A. Zagaratsky,
m.n. Pichugina, who are members of the Board of
directors of a party to the transaction
PJSC fGC uES and PJSC
idGC of Volga
Amendments to the terms and conditions of the
agreement of 01.04.2008 no. 80326
the price of services, determined by the
supplementary agreement no. 5 to the
agreement of 01.04.2008 no. 80326 is RuB
46,318.02, including VAt (18%) per month
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
PJSC fGC uES and JSC
“Electrosetservice unEG”
Amendments to the terms and conditions of the
agreement of 18.02.2013 no. 06/13
the price is not determined
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
PJSC fGC uES and JSC
“Electrosetservice unEG”
PJSC fGC uES and JSC
“Electrosetservice unEG”
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform a set of works on:
- drafting design and working documentation;
- design supervision;
- reconstruction
and to provide a complete set of materials, equip-
ment, spare parts for equipment in accordance
with the design and working documentation, and
deliver the result to the Customer (PJSC fGC uES),
and the Customer undertakes to accept a result of
works and pay the stipulated price as set forth in
the agreement
the Contractor (JSC "Electrosetservice unEG")
undertakes to perform a complex of works on:
- registration of rights to land plots for the recon-
struction of the object;
- development of working documentation;
- organisation of field supervision;
- reconstruction;
- and to provide a complete set of materials, equip-
ment, spare parts for equipment in accordance
with the design and working documentation, and
deliver the result to the Customer (PJSC fGC uES),
and the Customer undertakes to accept result of
works and pay the stipulated price as set forth in
the agreement
PJSC fGC uES and JSC
“Electrosetservice unEG”
Amendments to the terms and conditions of the
agreement of 08.10.2012 no. 202
Works price of the agreement shall not
exceed RuB 6,749,949.36, including VAt
(18%)
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
189
Works price of the agreement shall not
exceed RuB 6,727,325.58, including VAt
(18%)
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
the price determined by the supplementary
agreement no. 2, shall not exceed RuB
133,277,401.38, including VAt (18%)
the Company’s Board of
directors (minutes no.
301 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
448.
449.
450.
451.
452
190
no.
transaction description
transaction parties
transaction subject*
transaction price**
Agreement on transfer of
rights and obligations under
the agreement of 22.08.2012
no. 3923
PJSC fGC uES, JSC "dESP"
and JSC R&d Centre of fGC
uES
The definition of the transfer of rights and obliga-
tions of the parties to the agreement
Agreement on transfer of
rights and obligations under
the agreement of 17.02.2012
no. 3891
PJSC fGC uES, JSC "dESP"
and JSC R&d Centre of fGC
uES
determination of the transfer of rights and obliga-
tions of the parties to the agreement
Agreement on transfer of
rights and obligations under
the agreement of 14.10.2011
no. 3879
PJSC fGC uES, JSC "dESP"
and JSC R&d Centre of fGC
uES
determination of the transfer of rights and obliga-
tions of the parties to the agreement
Price (monetary valuation) of the assigned
rights and obligations under the agreement
on transfer of rights and obligations under
the agreement of 22.08.2012 no. 3923 shall
not exceed RuB 108,206,000.00, including
VAt (18%)
Price (monetary valuation) of the assigned
rights and obligations under the agreement
on transfer of rights and obligations under
the agreement of 17.02.2012 no. 3891 shall
not exceed RuB 49,265,000.00, including
VAt (18%)
Price (monetary valuation) of the assigned
rights and obligations under the agreement
on transfer of rights and obligations under
the agreement of 14.10.2011 no. 3879 shall
not exceed RuB 51,802,000.00, including
VAt (18%)
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
302 of 28.12.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: V.P. dikoy, A.A.
Zagaratsky, m.n. Pichugina, who are members of
the Board of directors of a party to the transaction
the Company’s Board of
directors (minutes no.
302 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: V.P. dikoy, A.A.
Zagaratsky, m.n. Pichugina, who are members of
the Board of directors of a party to the transaction
the Company’s Board of
directors (minutes no.
302 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti, members of the
Company’s management Board: V.P. dikoy, A.A.
Zagaratsky, m.n. Pichugina, who are members of
the Board of directors of a party to the transaction
PJSC fGC uES and JSC
“dESP”
Amendments to the terms and conditionsof thea-
greement of 05.04.2011 no. 3853
Works price, as determinedin the supple-
mentary agreement no. 3 to agreement of
05.04.2011 no. 3853, shall not exceed RuB
31,176,302.68, including VAt (18%)
the Company’s Board of
directors (minutes no.
302 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
191
PJSC fGC uES and JSC
“dESP”
Amendments to the terms and conditions of the
agreement no. 3852 of 31.03.2011
Works price determined by the supplemen-
tary agreement no. 3 to the agreement no.
3852 of 31.03.2011, shall not exceed RuB
28,031,442.80, including VAt (18%)
the Company’s Board of
directors (minutes no.
302 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Supplementary agreement
no. 3 to the agreement of
05.04.2011 no. 3853 on
performance of works on
drafting design and work-
ing documentation for the
project: "Construction of 220
kV dunaevskaya SS with ap-
proaches of 220 kV Surguts-
kaya GRES-1-imilor ohl of
PJSC fGC uES branch – "mES
of Western Siberia"
Supplementary agreement
no. 3 to the agreement
no. 3852 of 31.03.2011 on
performance of works on
drafting design and work-
ing documentation for the
project: "Construction of 220
kV novobystrinskaya SS with
approaches to 220 kV Som-
kinskaya – Peresvet ohl of
PJSC fGC uES branch – "mES
of Western Siberia"
453.
Agreement on performance of
works on maintenance of SCS
PJSC fGC uES and PJSC
idGC of Centre and Privolzhie
454.
Supplementary agreement
no. 5 to the non-residential
premises lease agreement of
01.06.2012 no. 93-2012
PJSC fGC uES and
JSC «CiuS uES»
the Contractor (PJSC idGC of Centre and Privol-
zhie) assumes the obligations for maintenance of
equipment of dispatching and technological man-
agement of 220 kV Electron SS, 220 kV liteinaya
SS owned by the Customer (PJSC fGC uES)
Amendments to the agreement of lease of
non-residential premises no. 93-2012 dated
01.06.2012
Work price of the agreement is RuB
280,368.00, including VAt (18%)
the Company’s Board of
directors (minutes no.
303 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Rent value determined by the supplementa-
ry agreement is RuB 148,872.24, including
VAt (18 %) per month.
Rent value for the period from 01.06.2012
till 31.01.2016 is RuB 8,991,223.49, includ-
ing VAt (18 %)
the Company’s Board of
directors (minutes no.
303 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board n.i. Pozdnyakov,
who is a member of the Board of directors and
a General director of a party to the transaction;
member of the Company’s management Board
d.l. Shishkin, who is a member of the Board of
directors of a party to the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
455.
Protocol on determination
of shares in common shared
ownership
PJSC fGC uES and JSC
"Kuban trunk Grids"
determination of shares in common shared owner-
ship
456.
Agreement for performance
of works on maintenance of
SCS
PJSC fGC uES and PJSC
idGC of Centre and Privolzhie
192
457.
Agreement for performance
of works on technical mainte-
nance of equipment
PJSC fGC uES and PJSC
idGC of Centre and Privolzhie
the Contractor (PJSC idGC of Centre and Privol-
zhie) assumes responsibilities for maintenance of
equipment of supervisory control system, installed
at the 220 kV leninskaya SS, 220 kV Yasnopolyan-
skaya SS, 220 kV Shipovo SS, 220 kV Begichevo
SS, 220 kV lyutorichi SS, 220 kV Severnaya SS, 220
kV Zvezda SS, belongs to the Customer (PJSC fGC
uES)
the Contractor (PJSC idGC of Centre and Privol-
zhie) assumes responsibilities for maintenance
of equipment of supervisory control system of
Ryazanskoe RmES of PJSC fGC uES branch – Prio-
kskoye PmES belonging to the Customer (PJSC
fGC uES)
PJSC fGC uES and PJSC
idGC of Volga
Amendments to the agreement of 08.04.2008 no.
22
the size of the shares in common shared
ownership for the facility 220 kV Shepsi-
dagomys ohl under the protocol determi-
nation of shares in common ownership is:
- the share of PJSC fGC uES is RuB
1,983,668,000.00, which is equivalent to
87.3%;
- the share of JSC "Kuban trunk Grids" is
RuB 287,661,000.00, which is equivalent to
12.7%.
the total transaction value is RuB
2,271,329,000.00 without VAt.
Works price of the agreement shall not ex-
ceed RuB 497,232.00, including VAt (18%)
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
303 of 28.12.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the Company’s Board of
directors (minutes no.
303 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Works price of the agreement is RuB
279,206.88, including VAt (18%)
the Company’s Board of
directors (minutes no.
303 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
193
the price of services determined by
the supplementary agreement is RuB
40,528.27, including VAt (18%) per month.
the price of services under the agree-
ment of 08.04.2008 no. 22 for the period
from 01.04.2008 to 31.12.2016 is RuB
4,989,219.24, including VAt (18%)
the Company’s Board of
directors (minutes no.
303 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
458.
459.
460.
Supplementary agreement
no. 4 to the agreement of
08.04.2008
no. 22
Supplementary agreement
no. 3 to the agreement of
08.07.2013 no. 26/13 on
execution of works on mainte-
nance of electrical equipment
AVV (long-term)
Contracting agreement for
performance of emergency
recovery works on replace-
ment of high voltage bushings
at the 220 kV Volna SS
PJSC fGC uES and JSC
“Electrosetservice unEG”
Amendments to the agreement of 08.07.2013 no.
26/13 on execution of works on maintenance of
electrical equipment AVV (long-term)
Works price determined by the supple-
mentary agreement shall not exceed RuB
62,760,175.61, including VAt (18%)
the Company’s Board of
directors (minutes no.
303 of 28.12.2015)
PJSC fGC uES and JSC
“Electrosetservice unEG”
the Contractor (JSC “Electrosetservice unEG”)
shall perform to the Customer (PJSC fGC uES) a
complex of works on:
- development of design and working documenta-
tion;
- design supervision;
- reconstruction;
- and to provide a complete set of materials, equip-
ment, spare parts for equipment.
the price of works under the agreement
shall not exceed RuB 972,938.84, including
VAt (18%)
the Company’s Board of
directors (minutes no.
303 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
461.
Supplementary agreement
no. 1 to the real property
lease contract of 01.02.2015
no. 7016/14-0294
PJSC fGC uES and PJSC
idGC of Centre and Privolzhie
Amendments to the real property lease contract of
01.02.2015 no. 7016/14-0294
the Company’s Board of
directors (minutes no.
303 of 28.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
Rent determined by the supplementary
agreement is RuB 36,169.52, including VAt
(18%) per month. Rental value per month
does not include the compensation of
municipal, operational and administrative
expenses of PJSC idGC of Centre and Priv-
olzhie in the maintenance of property. the
total rental payment under the real property
lease contract of 01.02.2015 no. 7016/14-
0294 for the period from 01.02.2014 to
31.12.2015 is RuB 948,962.14, including
VAt (18%)
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
462.
loan agreement
PJSC fGC uES and JSC
“muS Energetiki”
the lender (PJSC fGC uES) undertakes to provide
a cash loan to the Borrower (JSC “muS Energetiki”)
with the debt limit (lump-sum total amount of
issued and outstanding loans) not exceeding RuB
127,533,000.00, and the Borrower undertakes to
repay to the lender the amount of borrowed funds,
as well as accrued interest.
463.
loan agreement
PJSC fGC uES and JSC
“Electrosetservice unEG”
the lender (PJSC fGC uES) undertakes to provide
a cash loan to the Borrower (JSC “Electrosetser-
vice unEG”) with the debt limit (lump-sum total
amount of issued and outstanding loans) not
exceeding RuB 258,477,000.00, and the Borrower
undertakes to repay to the lender the amount of
borrowed funds, as well as accrued interest.
194
the price of the loan agreement consists
of:
- the amount of funds available for the loan
with a debt limit (lump-sum total amount
of issued and outstanding loans) shall not
exceed RuB 127,533,000.00;
- the amount of interest determined at the
interest rate on each loan equal to a floating
rate, determined on the basis of mosPrime's
rate for a period of 3 months plus 2.5%
per annum. the interest rate on the loan is
determined on the basis of mosPrime's rate
for a period of 3 months, published on the
official website of the Central Bank of the
Russian federation, 2 (two) working days
prior to the date of issuance of the loan.
the price of the agreement for provision
consists of:
- the amount of funds available for the loan
with a debt limit (lump-sum total amount
of issued and outstanding loans) shall not
exceed RuB 258,477,000.00;
- the amount of interest determined at the
interest rate on each loan is equal to a
floating rate, determined on the basis of
mosPrime's rate for a period of 3 months
plus 2.5% per annum. the interest rate
on the loan is determined on the basis of
mosPrime's rate for a period of 3 months,
published on the official website of the
Central Bank of the Russian federation, 2
working days prior to the date of issuance
of the loan according to Borrower's applica-
tion. during the term of each loan the inter-
est rate is reviewed and calculated for each
subsequent period of 3 months, in order
to determine the interest rate for the next
period the mosPrime's rate applies for a
period of 3 months, published on the official
website of the Central Bank of the Russian
federation 2 working days before the start
date of each period;
- obligations of JSC “Electrosetservice
unEG” payment of PJSC fGC uES in the
amount of the penalty is charged on the
outstanding amount of the loan, in the
amount of 0.1% of the unpaid / untimely
paid amount for each day of delay.
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
304 of 30.12.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti
the Company’s Board of
directors (minutes no.
304 of 30.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
195
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAJoR tRAnSAC tionS
no.
transaction description
transaction parties
transaction subject*
transaction price**
464.
loan agreement
PJSC fGC uES and JSC
"ESSK uES"
the lender (PJSC fGC uES) undertakes to provide
a cash loan to the Borrower (JSC “ESSK uES”)
with the debt limit (lump-sum total amount of
issued and outstanding loans) not exceeding RuB
14,137,000.00, and the Borrower undertakes to
repay to the lender the amount of borrowed funds,
as well as accrued interest.
196
465.
loan agreement
PJSC fGC uES and JSC
"mobile GtES"
the lender (PJSC fGC uES) undertakes to provide
a cash loan to the Borrower (JSC “mobile GtES”)
with the debt limit (lump-sum total amount of
issued and outstanding loans) not exceeding RuB
1,271,000,000.00, and the Borrower undertakes to
repay to the lender the amount of borrowed funds,
as well as accrued interest.
the price of the agreement for provision
consists of:
- amount of funds available for the loan
with a debt limit (lump-sum total amount
of issued and outstanding loans) shall not
exceed RuB 14,137,000.00;
- the amount of interest determined at
the interest rate on each loan equal to a
floating rate, determined on the basis of
mosPrime's rate for a period of 3 months
plus 2.5% per annum. the interest rate
on the loan is determined on the basis of
mosPrime's rate for a period of 3 months,
published on the official website of the
Central Bank of the Russian federation, 2
working days prior to the date of issuance
of the loan according to Borrower's applica-
tion. during the term of each loan the inter-
est rate is reviewed and calculated for each
subsequent period of 3 months, in order
to determine the interest rate for the next
period the mosPrime's rate applies for a
period of 3 months, published on the official
website of the Central Bank of the Russian
federation 2 working days before the start
date of each period;
- obligations of JSC "ESSK uES" payment of
PJSC fGC uES in the amount of the penalty
is charged on the outstanding amount
of the loan, in the amount of 0.1% of the
unpaid / untimely paid amount for each day
of delay.
the price of the agreement for provision
consists of:
- amount of funds available for the loan
with a debt limit (lump-sum total amount
of issued and outstanding loans) shall not
exceed RuB 1,271,000,000.00;
- the amount of interest determined at the
interest rate on each loan equal to a floating
rate, determined on the basis of mosPrime's
rate for a period of 3 months plus 2.5%
per annum. the interest rate on the loan is
determined on the basis of mosPrime's rate
for a period of 3 months, published on the
official website of the Central Bank of the
Russian federation, 2 working days prior to
the date of issuance of the loan according
to Borrower's application. during the term
of each loan the interest rate is reviewed
and calculated for each subsequent period
of 3 months, in order to determine the inter-
est rate for the next period the mosPrime's
rate applies for a period of 3 months, pub-
lished on the official website of the Central
Bank of the Russian federation 2 working
days before the start date of each period;
- obligations of JSC "mobile GtES" payment
of PJSC fGC uES in the amount of the pen-
alty is charged on the outstanding amount
of the loan, in the amount of 0.1% of the
unpaid / untimely paid amount for each day
of delay.
Governing body that
resolved to approve the
transaction (minutes'
date and number)
the Company’s Board of
directors (minutes no.
304 of 30.12.2015)
Person(s) interested in the transaction
Shareholder who holds more than 20% of shares
of JSC fGC uES - JSC Rosseti,
member of the Company’s management Board
d.l. Shishkin, who is a member of the Board of
directors of a party to the transaction
197
the Company’s Board of
directors (minutes no.
304 of 30.12.2015)
Shareholder who holds more than 20% of shares
of PJSC fGC uES - PJSC Rosseti; member of the
Company's management Board V.P. dikoy, who is
a member of the Board of directors of a party to
the transaction
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAtERi Al tRAnSAC tionS
Appendix 5. material transactions entered
into by PJSC fGC uES and legal entities
controlled thereby in 2015
in accordance with the recommendations of the
Corporate Governance Code approved by the Board
of directors of the Bank of Russia on 21 march
2014, federal Grid Company qualifies the following
transactions as material:
1. Sale of shares (interests) in any legal entities
controlled by PJSC fGC uES which is material to the
latter, where, as a result of such transaction, PJSC fGC
uES would lose control over such legal entities
2.3. transactions (including several related
transactions) involving disposal or potential disposal
of property constituting fixed assets, intangible assets
and construction in progress intended for producing,
transmitting, dispatching and distributing electricity
and heat, with a book or market value exceeding
RuB150 million
2.4. major transactions entered into by subsidiaries
and associates of PSC fGC uES
2. transactions with property of PJSC fGC uES or
any legal entities controlled thereby (including related
transactions, if any, entered into by JSC fGC uES and
one and/or more legal entities controlled thereby)
whose value exceeds a threshold amount specified
in the Company’s Articles of Association or which is
material to the Company’s business operations:
2.5. transactions of subsidiaries and associates
(including several related transactions) involving
disposal or potential disposal of property constituting
fixed assets, intangible assets, and construction
in progress intended for producing, transmitting,
dispatching and distributing electricity and heat, with a
book or market value exceeding RuB15 million
2.1. transactions involving the Company’s non-current
assets in the amount exceeding 10 percent of the
book value of said assets as of the date of making a
decision on entering into said transaction
2.2. transactions (including several related
transactions) involving disposal or potential disposal
of property constituting fixed assets, intangible assets
and construction in progress intended for producing,
transmitting, dispatching and distributing electricity
and heat, with a book value exceeding RuB75 million
2.6. transactions of subsidiaries and associates
(including several related transactions) involving
disposal or potential disposal of property constituting
fixed assets, intangible assets, and construction in
progress not intended for producing, transmitting,
dispatching and distributing electricity and heat, with a
book or market value exceeding RuB30 million
3. Establishment of a legal entity controlled by
PJSC fGC uES and being material to the Company’s
operations.
198
▶ Transactions (including several related transactions) involving disposal or potential disposal of property
constituting fixed assets, intangible assets and construction in progress intended for producing, transmitting,
dispatching and distributing electricity and heat, with a book value exceeding RUB75 million
transaction
description
transaction
parties
transaction subject
transaction price
Supplementary
agreement no.
1 to the sale and
purchase agree-
ment of power
grid assets no.
nn/1017-2007
dated 10.10.2007
JSC fGC uES and
JSC mmC norilsk
nickel
the Seller (JSC fGu uES)
undertakes to transfer and
the Buyer (JSC "mmC "no-
rilsk nickel") undertakes
to accept movable and im-
movable assets beneficially
owned by the Seller
the price of movable and
immovable assets, as
defined in the supplemen-
tary agreement no. 1 to
the sale and purchase
agreement of power grid
assets no. nn/1017-2007
dated 10.10.2007, is
RuB1.45 billion, including
VAt (18%)
Governing body that
resolved to approve
the transaction
(minutes' date and
number)
the Company’s Board
of directors (minutes
no. 272 of 08.06.2015)
▶ Transactions (including several related transactions) involving disposal or potential disposal of property
constituting fixed assets, intangible assets and construction in progress intended for producing, transmitting,
dispatching and distributing electricity and heat, with a book or market value exceeding RUB150 million
199
transaction
description
transaction
parties
transaction subject
transaction price
PJSC fGu uES
and the Winner /
sole participant
of the English
auction (Buyer)
the Seller (JSC fGu
uES) undertakes to
transfer and the Buyer
undertakes to accept
and pay the Seller for the
land plot pursuant to the
agreement.
transaction that in-
volves the disposal of
property constituting
fixed assets, intangible
assets and construc-
tion in progress
intended for producing,
transmitting, dispatch-
ing and distributing
electricity and heat,
with the book or mar-
ket value exceeding
RuB150 million
the price of land plot
disposed in the transac-
tion is determined by the
price offered by the win-
ner of the English auction
(VAt free). if the English
auction is declared void,
the price of land plot is
determined by the parties
in the amount equal to the
starting lot price – RuB
1,446,057,000.00 (VAt
free).
Governing body that
resolved to approve
the transaction
(minutes' date and
number)
the Company’s Board
of directors (minutes
no. 297 of 07.12.2015)
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on mAtERi Al tRAnSAC tionS
4.
loan agreement
PJSC fGC uES
and JSC R&d Centre
of fGC uES
200
the price (monetary valuation) of the property disposed (acquired) under the agree-
ment is determined by:
- the amount of funds available for a loan, not exceeding RuB 300 million;
- the amount of interests, as determined by the interest rate, set on the basis of
mosPrime's rate for a period of 3 months plus 2.4% per annum;
- obligations of JSC R&D Centre of FGC UES to pay PJSC FGC UES the delay accrued
on the overdue amount at the rate of 0.1% of the unpaid/untimely paid amount for
each day of delay.
the Company’s Board of directors (minutes no. 279
of 24.07.2015) ;
the Board of directors JSC R&d Centre of fGC uES
(minutes no. 11/nts of 24.07.2015)
201
▶ Major transactions of subsidiaries and associates of PJSC FGC UES
no. transaction description
transaction parties
transaction subject
transaction price
1.
2.
3.
Supplementary agreement no. 5 to the agreement
no. i-11-21/10 of 13.09.2010 for performing re-
search, development and process works
JSC fGu uES
and JSC R&d Centre
of fGC uES
Amendments to the conditions of the agreement
no. i-11-21/10 of 13.09.2010 for performing
research, development and process works
Work price according to the supplementary agreement no. 5 to the agreement
No. I-11-21/10 of 13.09.2010 is not defined
Supplementary agreement no. 16 to the agreement
no. ts/01 of 01.04.2008 for performing owner/devel-
oper functions
JSC fGu uES
JSC CiuS uES
Amendments to the terms and conditions of the
agreement no. ts/01 of 01.04.2008 for perform-
ing owner/developer functions
Service price according to the supplementary agreement for the period from
01.01.2015 to 31.03.2015 shall not exceed RuB 575,250,000.00, including VAt
(18%)
Agreement no. 409 of 01.04.2014 for operation and
maintenance of dtCn equipment of ESuPCn of JSC
fGC uES
JSC fGC uES
and JSC “muS Ener-
getiki”
Service price according to the agreement shall not exceed RuB
1,313,040,640.00, including VAt (18%)
the Contractor (JSC “muS Energetiki”) shall
render comprehensive services on operation and
maintenance of equipment of data transmission
central network (dtSn) of the Energy System
Unified Process Communications Network (ES-
uPCn) of JSC fGC uES, and the Customer (JSC
fGC uES) shall pay for these services
the lender (PJSC fGC uES) provides a loan to
the Borrower (JSC «R&d Centre of fGC uES»),
and the Borrower undertakes to repay the
received funds and accrued interest thereon
pursuant to the procedure established by the
agreement.
5.
Pledge agreement
6.
loan agreement
PJSC fGC uES
and JSC R&d Centre of
fGC uES
Pledging to the Pledgee (PJSC fGC uES) of
immovable assets beneficially owned by the
Pledger (JSC R&d Centre of fGC uES).
the price (monetary valuation) of property transferred under the agreement is
equal to the market value of the immovable assets pledged in the amount of
RuB 578,913,000.00, including VAt.
JSC R&d Centre of
fGC uES
and JSC dESP
the lender (JSC «R&d Centre of fGC uES») pro-
vides a loan to the Borrower (JSC dESP), and the
Borrower undertakes to repay the received funds
and accrued interests thereon pursuant to the
procedure established by the agreement.
the price (monetary valuation) of the property disposed (acquired) under the agree-
ment is determined by:
- the amount of funds available for a loan, not exceeding RuB 300 million;
- the amount of interests, as determined by the interest rate, set on the basis of
mosPrime's rate for a period of 3 months plus 2.5% per annum;
- obligations of JSC dESP to pay JSC R&d Centre of fGC the delay accrued on the
overdue amount at the rate of 0.05% of the unpaid/untimely paid amount for each
day of delay.
the price (monetary valuation) of property transferred under the agreement is
RuB 302,476,305.00, including VAt (18%)
7.
Pledge agreement
JSC R&d Centre of
fGC uES
and JSC dESP
Pledging to the Pledgee (JSC R&d Centre of fGC
UES) of immovable assets beneficially owned by
the Pledger (JSC dESP)
8.
9.
Supplementary agreement no. 17 to the agreement
no. ts/01 dated 01.04.2008 for performing owner/
developer functions
JSC fGC uES
JSC CiuS uES
Amendments to the terms and conditions of the
agreement no. ts/01 of 01.04.2008 for perform-
ing owner/developer functions
Service price according to the supplementary agreement for the period from
01.04.2015 to 31.12.2015 shall not exceed RuB 1,224,250,000.00, including
VAt (18%)
JSC fGC uES
JSC CiuS uES
Agreement for the performance of work-in-progress
on the development of working documentation,
construction and installation works, commissioning
works and supply of materials and equipment of the
1st phase of construction under the title: “Construc-
tion of 500 kV Beloberezhsky SS with approaches
500 kV novobryanskaya – Elets ohl, 220 kV
Beloberezhsky – Cement ohl, 220 kV Beloberezhsky
– mashzavod ohl and 220 kV Beloberezhsky – Bry-
ansk ohl for the needs of PJSC fGC uES’s branch
– mES north-West”
Pursuant to the agreement, the Contractor
(JSC CiuS uES) undertakes to perform works
of the 1st phase of construction under the title:
“Construction of 500 kV Beloberezhsky SS with
approaches 500 kV novobryanskaya – Elets ohl,
220 kV Beloberezhsky – Cement ohl, 220 kV
Beloberezhsky – mashzavod ohl and 220 kV
Beloberezhsky – Bryansk ohl for the needs of
PJSC fGC uES’s branch – mES north-West”
Work price according to the agreement shall not exceed RuB 3,297,566,756
and 73 kopeks, including VAt (18%)
Governing body that resolved to approve the
transaction (minutes' date and number)
the Company’s Board of directors (minutes no. 261
of 07.04.2015)
the Board of directors of JSC R&d Centre of fGC
uES (minutes no. 4/nts of 29.04.2015)
the Company’s Board of directors (minutes no. 265
of 14.05.2015);
EGSm of JSC CiuS – management Board of
JSC FGU UES (minutes No. 1298 of 27.03.2015)
the Company’s Board of directors (minutes no. 269
of 29.05.2015);
GmS of JSC “muS Energetiki” – the management
Board of JSC fGC uES (minutes no. 1292 of
20.02.2015)
the Company’s Board of directors (minutes no. 279
of 24.07.2015) ;
the Board of directors of JSC R&d Centre of fGC
uES (minutes no. 11/nts of 24.07.2015)
the Company’s Board of directors (minutes no. 279
of 24.07.2015) ;
the Board of directors JSC «R&d Centre of fGC
uES» (minutes no. 11/nts of 24.07.2015)
the Company’s Board of directors (minutes no. 279
of 24.07.2015) ;
the Board of directors JSC R&d Centre of fGC uES
(minutes no. 11/nts of 24.07.2015)
the Company’s Board of directors (minutes no. 287
of 02.11.2015);
EGSm of JSC CiuS – the management Board of JSC
fGC uES (minutes no. 1324 of 30.07.2015)
the Company’s Board of directors (minutes no. 294
of 27.11.2015);
EGSm of JSC CiuS – the management Board of
JSC FGC UES (minutes No. 1332 of 14.09.2015)
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on thE ACtuAl PERfoRm AnCE
of ASSiGnmEnt S of Rf PRESidEnt And thE Rf GoVERnmE nt
Appendix 6. information about the Actual
Performance of Assignments of the
President and the Government of the Russian
federation by federal Grid Company in 2015
no Assignment
Registration data
Brief summary of the document received
measures taken by the company to fulfill the assignment
Result of the completed assignment
1.
Government of the Russian
federation
no. iSh-P13--5859 dated 31
July.2014
on implementing the provisions of the Corporate Governance Code
202
2.
Government of the Russian
federation
no. iSh-P13--1419 dated 5
march 2015
on step-by-step substitution of foreign products (works, services) pro-
cured with equivalent, by technical parameters and consumer properties,
Russian products (works, services)
203
on 12 march 2015, the Board of directors of federal Grid Company, acting
in line with the directive of the Government of the Russian federation no
496p-P13 dated 30 January 2015, resolved to approve the Action Plan
(‘roadmap’) on implementing the provisions of the Corporate Governance
Code.
the roadmap stipulated for drafting and adopting new versions of the
following documents: the Articles of Association of federal Grid Com-
pany, the Regulations on Procedure for Preparing and holding the General
Shareholders meeting, the Corporate Governance Code, the Regulations on
information Policy of federal Grid Company, Regulations on Board of direc-
tors (Rules and Procedures of the Board of directors), Regulations on the
Audit Committee, the hR and Remuneration Committee, and the Strategy
Committee.
As recommended by the Corporate Governance Code, the roadmap also
provided for the drafting and adopting of the Regulations on Corporate
Secretary, and also for the adjustment of the Policy on Remuneration for
members of the Board of directors of federal Grid Company and, if neces-
sary, of the Regulations on labour Contracts terms and Conditions and
determination of Amounts of Remunerations and Compensations for top
managers of federal Grid Company.
the federal Grid’s activity on import substitution is pursued in line with the
Programme for the Substitution of Equipment, technologies, materials,
and Systems for the period 2015 - 2019, as approved by the order no 455
dated 10 october 2014.
As pursuant to the directive no 1346p-P13 dated 05 march 2015, binding
representatives of the interests of the Russian federation at meetings
of boards of directors of open joint-stock companies, where the Russian
federation participating share in the charter capital is more than 50% in
total, the long-term development Program of PJSC fGC uES, as approved
by the Board decision no 243 dated 22 december 2014, provides for mea-
sures on the step-by-step substitution of purchases s of foreign products
(works, services) with those of Russian products (works, services) of
equivalent technical parameters and consumer properties.
measures planned for 2015 have been completed in full. the details of
their implementation are given in an additional chart below.
in addition, the following measures were undertaken in 2015 as part of the
implementation of the import Substitution Program of PJSC fGC uES:
1. in order to support efforts aimed at increasing the level of localisation of
production, measures were undertaken to stimulate cooperation between
manufacturers of electrical products and such Russian manufacturers of
pieces of equipment, materials and component parts, as capable to guar-
antee their quality compliance with world standards.
the list was compiled of component parts and materials of foreign origin
that are used by main contractors of PJSC fGC uES.
Assistance has been provided to the firms that submitted their applica-
tions to the fund of industry development, with respect to the securing of
purpose low-interest loans for the development of production facilities.
the Annual General meeting of Shareholders held on 26 June
2015 resolved (minutes no 16) to approve the amended Articles
of Association, Regulations on Procedure for Preparing and hold-
ing the General meeting of Shareholders, Regulations on the Board
of directors, Regulations on the management Board, Regulations
on the Audit Commission, Regulations on Remunerations and
Compensations due to members of the Board of directors, and
Regulations on Payment of Remunerations and Compensations
due to members of Audit Commission.
Also, since the start of the corporate year of 2015-2016, with
respect to the update of the aforesaid documents, the Board of
directors resolved to approve the Regulations on hR and Remuner-
ation Committee, Regulations on Strategy Committee, Regulation
on Audit Committee, Regulation on Corporate Secretary, Corporate
Governance Code, as amended, Regulation on Payment of Remu-
nerations due to members of Committees of Board of directors,
Regulation on information Policy, and several other documents
not specified in the roadmap but subject to updating with respect
to the Corporate Governance Code (including the Regulations on
investment Committee, Regulations on Risk management System,
Regulations on internal Audit, and others).
As of december 2015, the roadmap approved by the Board of
directors was implemented in full by PJSC fGC uES.
1. As of the end of 2015, the share of purchases of Russian prod-
ucts with the breakdown on the groups of electrical equipment
encompassed by the import Substitution Programme amounted
to 75%.
2. in 2015, the implementation continued of the long-term con-
tracts with electrical equipment manufacturers stipulating for
localisation of production of the equipment in the territory of the
Russian federation.
As per the long-term contract signed with Power machines toshi-
ba high-Voltage transformers, llC, the Company purchased 1,457
mVA in transformer capacities in 2014, and 650 mVA in 2015. the
localisation level of the production averages at 55 %, above the
requirements set forth in the long-term agreement.
3. Recommendations were proposed on amendments to be made
to the Regulations on Procurement and standard procurement
documentation of the Company, with respect to including of
production localisation levels to the criteria for the assessment of
bids submitted by suppliers of electrical products purchased by
PJSC fGC uES.
4. Proposals were drafted and submitted on how to improve the
current legal regulation in the field of import substitution and spe-
cifically, the Federal Law “On Industrial Policy in the Russian Fed-
eration” no 488-fZ dated 31 december 2014, and the federal law
“on Procurement of Products, Works, Services by Certain types
of legal Persons” no 223-fZ dated 18 July 2011, Rf Government
Regulation no 719 dated 17 July 2015 “on Criteria for Classifying
Products as industrial Products having no Analogues Produced in
the Russian federation”.
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on thE ACtuAl PERfoRm AnCE
of ASSiGnmEnt S of Rf PRESidEnt And thE Rf GoVERnmE nt
no Assignment
Registration data
Brief summary of the document received
measures taken by the company to fulfill the assignment
Result of the completed assignment
3.
President of the Russian
federation
noPr-2821 dated 05 december
2014
on introducing a system of bonuses for senior managers based on key
performance indicators, as part of necessary cuts of operating costs
(expenses) by at least 2-3% annually
in implementation of the assignments of the President of the Russian
federation noPr-2821 of 05 december 2014, and also of the directive
of the Russian Government no 2303p-P13 of 16 April 2015, the Board of
directors instructed (minutes no 274 dated 25June 2015) the Chairman of
the management Board of the Company to submit for consideration of the
Board of directors:
- matter on including the target values for ‘oPEX reduction’ indicator into
the list of key performance indicators of the Company’s management that
must be considered when making decisions about compensation and per-
sonnel decisions, as well as of the aligning of the amount of remuneration
to be paid to the Company’s management to the achievement of the ‘oPEX
reduction’ indicator;
- matters on the amending of provisions of the labour agreement (contract)
with the Company’s CEo with respect to the incorporation of the obligation
to achieve such target levels of the ‘OPEX reduction’ Indicator, as specified
in the Company’s long-term development Programme, thereto.
204
4.
President of the Russian
federation
no Pr-3013 dated 27 decem-
ber 2014
on developing and approving and approving a package of internal
documents, governing the Company’s activities; on the mandatory
reporting on progress in the implementation of long-term development
programmes, and on the achievement of the approved targets in respect
of key performance indicators
in implementation of the instruction no 3013 Paragraph 3 to the extent
of the reporting on the implementation of long-term development pro-
grammes, the Board of directors instructed the Chairman of the manage-
ment Board (minutes no 267 of 25 may 2015) as to ensure provision, along
with other materials mandatory for the preparation and holding of annual
general meetings of shareholders, of reports on the implementation of the
federal Grid’s development programme and on the achievement of the ap-
proved key performance indicators in due time, in conformity with the fed-
eral law no 208-fZ dated 26 december 1995 “on Joint-Stock Companies”
the Board of directors of PJSC fGC uES considered the following
matter of:
“the inclusion of the target values for oPEX Reduction indicator
into the list of key performance indicators of the Company’s man-
agement that must be considered when making decisions about
compensation and personnel decisions, as well as of the aligning
of the amount of remuneration to be paid to the Company’s
management with the achievement of ‘oPEX Reduction’ indicator
targets” (minutes no 307 dated 01 february 2016).
therefore, it was resolved to make amendments to the methodol-
ogy for Calculation and Evaluation of Key Performance indicators
for federal Grid’s Senior management, as approved by the deci-
sion of the Board of directors dated 19 december 2014 (minutes
no 243 of 22 december 2014), aimed at replacing the existing KPi
“Reduction in unit operating expenses” with the KPi “Reduction in
unit operating expenses (costs)”, and also at setting the target
value for the KPi “Reduction in unit operating expenses (costs)”
as that of at least 14,2 % as of the end of 2015, against the level
of 2014.
Also, the indicator of the reduction in operating expenses (costs)
is currently incorporated in the draft methodology for calculation
and evaluation of implementation of key performance indicators
for senior managers of PJSC fGC uES for 2016, while the target
value of the indicator is currently set at the level no less than 2 %
from the actual 2015 figure.
As per Section 4 Paragraph 4.1 of the Regulations on terms and
conditions of labour contracts and determinations of amounts of
remunerations and compensations for senior managers of JSC
fGC uES, as approved by the decision of the Board of directors
(minutes no 105 dated 17 June 2010), “the system of material
incentives for the Company’s senior managers aligns the amount
of remuneration to the achievement of key performance indica-
tors (hereinafter, KPi), as established by the Company’s Board of
directors , including those established as part of the long-term
development Programme”. thus, upon the incorporation of the
‘oPEX reduction’ indicator in the list of key performance indicators
for the Company’s managers, the ratio of this KPi achievement is
automatically accounted for in the system of remuneration of the
Chairman of the Company’s management Board, i.e. there is no
need for any additional amendment to the labour contract signed
with of the Chairman of the Company’s management Board.
the report on the implementation of the federal Grid’s long-term
development Programme for 2015 was drafted to be presented,
along with other records, to the Annual General meeting of Share-
holders in 2016.
Starting from 2016, reports on the achievement of the approved
key performance indicators will be submitted, along with the
other materials required for the preparation and holding of annual
general meetings of shareholders,within timeframes in conformity
with the federal law no 208-fZ dated 26 december 1995 “on
Joint-Stock Companies. Currently, efforts are underway to prepare
reports on the achievement of key performance indicators of
federal grid Company in 2015, to be further submitted along with
the other materials, for consideration at the AGm in 2016.
205
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on thE ACtuAl PERfoRm AnCE
of ASSiGnmEnt S of Rf PRESidEnt And thE Rf GoVERnmE nt
no Assignment
Registration data
Brief summary of the document received
measures taken by the company to fulfill the assignment
Result of the completed assignment
5.
President of the Russian
federation
no Pr-1032 dated 07 may 2014 on ensuring a creation of single treasuries at parent organisations, sub-
sidiaries, and associates
6.
President of the Russian
federation
no 596 dated 07 may 2012
on selling the non-core assets
206
7.
President of the Russian
federation
no 6362p dated 24 october
2013
on expanding the access for small and medium enterprises to the
procurement of infrastructure monopolies and state-owned companies.
Pursuant to paragraphs 7, 8, 9, 10, 12, 17, 18, 19, 20, 24, 25, 26, 27, 28, 30,
and 31 of the action plan (“roadmap”) “Expanding the access for small
and medium enterprises to the procurement of infrastructure monopo-
lies and state-owned companies”, approved by the decree of the Govern-
ment of the Russian federation no. 867-r dated may 29, 2013
in the course of performance of the directive, the existing system of
financial flow management at the Company, together with its subsidiaries
and associates, was analysed and the respective report was compiled to
contain a description of main areas for further improvements and enhance-
ment of efficiency in the operation of a Single Treasury based at PJSC FGC
uES, which was further submitted to the ministry of finance of the Russian
federation.
following the analysis done, as per the directive, a target structure of the
Single treasury at PJSC fGC uES Group was developed, along with a plan/
schedule of actions to create the target structure of the Single treasury
based at PJSC fGC uES.
the Single treasury based at the Company currently operates within the
Group.
over the course of 2015, the Company undertook measures as
follows:
inventory auditing and the optimisation of the structure of transac-
tion accounts of the Executive Office and branches of PJSC FGC
uES
treasury functional was centralised at the level of PJSC fGC uES
A set of activities was developed and is currently implemented
aimed at improving the Group’s information structure (introduction
of electronic storage for documents, electronic digital signatures,
etc.)
Based on the developed model of centralisation and automa-
tion of the treasury functional, headcount of financial services at
branches (mES, PmES) was optimised
the audit and update of the existing organisational and executive
documentation was completed, in line with the target Single trea-
sury structure. Several internal documents that were new to the
Group, were developed, specifically, the Regulations on the Single
treasury and the internal financing Procedures
the economic impact from the operation of the Single treasury
amounted to approx. RuB570 million and the report on economic
impact has been submitted to the federal financial monitoring
Service (Rosfinmonitoring) and the Russian Ministry of Finance.
the Company has a noncore Assets management Programme, which
sets the criteria for classifying any real estate and interests (shares) in
subsidiaries, associates and other business entities in which PJSC fGC
uES participates as non-core assets. the document also outlines the
procedure and form of keeping the record of non-core assets, approaches
to the calculation of their value, and the key provisions of divesting the
noncore assets.
information on the disposal of non-core assets in 2015 is
disclosed in Section Appendices / information on disposal of
non-Core Assets of federal Grid Company in 2015 of the Annual
Report.
information on disposal of non-core assets is quarterly published
on the interdepartmental Portal on State Property management
(Rosimushchestvo), information as at the end of 2015 has been
disclosed in full.
207
1. the Board of directors of federal Grid Company (par. 6 of the minutes
no. 279 dated April 24, 2015) adopted a number of resolutions regarding
expanding the access for small and medium enterprises to the procure-
ment performed by federal Grid on a competitive basis.
2. Actions are taken to review applications of small and medium enter-
prises for inclusion in the partnership programme between federal Grid
Company and small and medium enterprises. A list of small and medium
enterprises is being drafted so that the Company would contract them
when Resolution of the Government of the Russian federation no. 1352
dated 11 december 2014 “on the participation of small and medium enter-
prises in the procurement of goods, works and services by certain types of
legal entities” becomes effective.
3. Proposals were prepared aimed to amend federal Grid Company’s
Procurement Regulations before Resolution of the Government of the Rus-
sian federation no. 1352 dated 11 december 2014 “on the participation of
small and medium enterprises in the procurement of goods, works and ser-
vices by certain types of legal entities” becomes effective – 1 July 2015.
4. the Company made a list of Goods, Works and Services to Be Procured
from Small and medium Enterprises.
5. federal Grid Company issued decree no. 191 dated 15 April 2014 “on
establishment and development of organisational and technical condi-
tions for the introduction of innovative and high-technology products at the
electrical grid facilities of JSC fGC uES including those manufactured by
small and medium enterprises.”
6. the Company adopted key performance indicators for management
(share of procurement with SmEs in 2015)
1. members appointed to the Advisory Body, including delegates
from public organisations, as approved by the order of JSC fGC
uES no 93 of 25 february 2014 “on the establishment of the
Advisory Body on issues of ensuring efficiency of procurement
conducted by JSC fGC uES for small and medium enterprises”.
2. federal Grid’s decree no. 92 dated 25 february 2014 was en-
acted entitled “Ratification of a partnership programme between
federal Grid Company and small and medium enterprises”, which
was developed based on the guidelines provided in the letter from
the ministry of Economic development (no. 26231-EE/d28i dated
28 november 2013).
3. the share of electronic procurements is more than 90% of the
total competitive procedures, which exceeds the targets set by the
Roadmap.
4. labour productivity indicator is included in the “methodology
for Calculation and Evaluation of Key Performance indicators set
for Senior managers of JSC fGC uES” approved by the Board of
directors (minutes no. 243 dated 19 december 2014) in order to
implement par. 31 of the Action Plan (Roadmap).
5. to implement pp 17, 24, 25, amendments were made to the
Regulations on Procurement of Products, Works and Services
used by the Company (as amended on 24 July 2015, no 272).
6. to implement para 30, the Company issued the order no 177 of
22 April 2015 “on the approval of the methodology of calculation
and evaluation of key performance indicators for senior manag-
ers of the Executive Office and divisions of branch offices of the
Company (mES, Centre for technical Supervision) for 2015”.
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on thE ACtuAl PERfoRm AnCE
of ASSiGnmEnt S of Rf PRESidEnt And thE Rf GoVERnmE nt
no Assignment
Registration data
Brief summary of the document received
measures taken by the company to fulfill the assignment
Result of the completed assignment
8.
President of the Russian
federation
no Pr-3086 dated 27 decem-
ber 2013
on the drafting and approval of a long-term development programme
for the Company, auditing implementation of the long-term development
programme and on the approval of a standard for such audit
on 19 december 2014, the Board of directors of JSC fGC uES (minutes
no. 243 dated 22 december 2014) approved a “long-term development
Programme of JSC fGC uES” for 2015-2019 and a forecast until 2030.
9.
Government of the Russian
federation
no iSh-P8-6196 dated 15
August 2014
on including the key parameters of manpower needs (including those
for engineering and technical specialists) in the Company’s long-term
development programme
208
10.
President of the Russian
federation
no PR-1474 dated 05 July
2013
on key performance indicators to be adopted by joint-stock companies
Section “manpower needs” was included in federal Grid’s long-term
development Programme.
Given the main initiatives of the long-term development Programme, the
corporate hR policy is particularly focused on the growth of labour produc-
tivity while maintaining the requirements to reliability of operations of the
electrical grid complex.
Corporate hR policy is based on the optimal use of manpower in the
Company’s interests and continuous professional development of its
employees.
the methodology for calculation and evaluation of key performance
indicators set for federal Grid’s senior managers for 2014 is based on
the methodological guidelines about using key performance indicators
by the government-owned corporations, government-owned companies
and government-owned unitary enterprises as well as business entities
in which the total share of the Russian federation in the charter capital
exceeds 50%.
11.
Government of the Russian
federation
no 1250-r dated 09 July 2014
on raising labour productivity as per par. 6 of Section 2 of the Action Plan
aimed at raising labour productivity, and the creation and modernisation
of highly productive jobs, as approved by the directive
the Board of directors (minutes no. 242 dated 19 december 2014) re-
quired the Chairman of the management Board to make sure that appropri-
ate steps are taken to raise labour productivity in the Company.
the Board of directors of JSC fGC uES (minutes no. 245 dated 31
december 2014) approved a standard for an annual independent
audit of the programme performance. The audit findings, in the
form of proposals for the appropriate adjustment of the pro-
gramme, should be sent to the ministry of Energy no later than 10
July of the year following the reporting year.
in 2015, the audit of the long-term development Programme
performance in 2014 was carried out. the respective proposals
on the programme’s adjustment were submitted to the Russian
ministry of Energy.
for further details on the federal Grid’s long-term development
Programme, see section GoVERnAnCE And dEVEloPmEnt /
Strategic management of the Annual Report
On 19 December 2014, the Board of Directors (Minutes No. 243
dated 22 December 2014) approved the “Long-Term Development
Programme of JSC FGC UES for 2015-2019 with a forecast until
2030.”
See the annual report for further detail about the Long-Term
Development Programme of JSC FGC UES:
For further details on the Federal Grid’s Long-Term Development
Programme, see section GOVERNANCE AND DEVELOPMENT /
Strategic management of the Annual Report
For further details of the Company’s HR Policy, see Section HU-
MAN CAPITAL / HR Policy of the Annual Report
209
The Board of Directors approved methodologies for calculation
and evaluation of key performance indicators of the Company’s
senior managers for 2014 (Minutes No. 217 dated 15 April 2014)
and 2015 (Minutes No. 243 dated 22 December 2014).
For further details See section CORPORATE GOVERNANCE RE-
PORT / Governance System / Management Board of the Annual
Report
the measures to be taken in order to increase labour productivity
have been specified in the Federal Grid’s Long-term Development
Programme. PJSC fGC uES also approved programs for long-term
improvement of efficiency. Their targets are to reduce operational
and investment costs (the “40 / 40” project). one of the key areas
of the “40 / 40 project” is the labour Productivity improvement
Programme.
the methodology for Calculation and Evaluation of KPis for Senior
managers of JSC fGC uES for 2015, which was approved by the
Board of directors (minutes no. 243 dated 19 december 2014)
includes a labour productivity indicator.
the indicator was also added to the draft methodology of for
calculation and evaluation of key performance indicators for the
Company’s senior managers for 2016.
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation ABout PARtiCiPA tion of fEdERAl
GRid ComPAn Y in SuBSidiARiES And ASSoCi AtES
▶ Information about the Implementation of Measures of the Long-Term Development Programme in Terms of
Import Substitution
no measure
information about the implementation of measure
1.
2.
3.
4.
5.
6.
7.
Identification of risks associated with the imple-
mentation of the Program of import substitution of
equipment, technologi es, materials and systems
in JSC "fGC uES" for the period 2015-2019, and
setting measures to manage thereof
implemented
the list of risks associated with the implementation of the Pro-
gram of import substitution of equipment, technologies, materi-
als and systems in JSC fGC uES for the period 2015-2019, and
measures to manage thereof has been approved by the order
“on Approval of measures to manage Risks Associated with the
implementation of import Substitution Programme” no. 820r
dated 29 december 2014
Approval of Rules and Procedures for implementing
the Program of import substitution of equipment,
technologies, materials and systems in JSC "fGC
uES" for the period 2015-2019
implemented
Rules and Procedures for implementing the Program of import
substitution of equipment, technologies, materials and systems
in JSC fGC uES for the period 2015-2019 have been approved
by the order no. 97 dated 02 march 2015
testing and approval of a methodology for assess-
ing localisation of electrical products manufactur-
ing
development and approval of Rules and Proce-
dures for implementing long-term contracts for
delivery of electrical equipment
implemented
the methodology for assessing localisation of electrical prod-
ucts manufacturing in the territory of the Russian federation
has been developed and approved by the order no. 445 dated
06 october 2014
implemented
Rules and Procedures for implementing long-term contracts
for delivery of electrical equipment have been approved as part
of the Rules and Procedures for implementing the Program of
import substitution of equipment, technologies, materials and
systems in JSC fGC uES for the period 2015-2019 approved by
the order no. 97 dated 02 march 2015
development of criteria for determination of
consistency of localised and domestic manufac-
turing facilities with today’s level of technological
development
implemented
Criteria for determination of consistency of localised and do-
mestic manufacturing facilities with today’s level of technologi-
cal development have been approved by the order of PJSC fGC
uES no. 722r dated 10 december 2015
Analysis of opportunities of import substitution
when procuring main equipment broken down by
branches – mES
implemented
the Company has issued and order no. 86 dated 20 october
2015 “on centralised procurement of main electrical equipment
for federal Grid’s facilities and a system for updating needs of
PJSC fGC uES for main electrical equipment”, in accordance to
which the Company quarterly reports on its needs for electrical
equipment
development and introduction of innovative prod-
ucts and technologies within joint projects of PJSC
fGC uES and domestic manufacturers
implemented
The Company has received 5 certifications on introducing in-
novative products and technologies from electrical equipment
manufacturers
210
Appendix 7. information about
participation of federal Grid Company in
subsidiaries, associates, and other entities
in 2015
▶ Information about participation of Federal Grid Company in subsidiaries, associates, and other entities
Abbreviated
corporate name of
the entity*
Region of
operation
Core business
Share
of PJSC fGC
uES in the
authorised
capital of the
company
as of
31.12.2015
financial performance
for 2015
Revenue,
RuB
thousand
net profit,
RuB
thousand
Charitable
contributions
and
sponsorship
in 2015,
RuB
thousand
211
Core companies
1
JSC muS Energetiki
moscow
Saint Petersburg
Samara
Yekaterinburg
Chita
ulan-ude
Communication
services
100%
1,519,170
23,948
JSC R&d Centre of
fGC uES
moscow
novosibirsk
R&d
100%
1,829,920
7,322
2
3
JSC CiuS EES
4
JSC ESSK EES
* names of companies are as of 31.12.2015
100%
8,538,326
-366,409
100%
169,025
28,620
functions as an
owner/developer
in the field of
capital construc-
tion, recon-
struction, and
re-equipment
of electric grid
facilities
Acts as a pro-
curement agent
moscow
Saint Petersburg
Samara
Pyatigorsk
Yekaterinburg
Krasnoyarsk
Khabarovsk
Surgut
moscow
Saint Petersburg
Yekaterinburg
Krasnoyarsk
Samara
Khabarovsk
Surgut
Zheleznovodsk
0
0
0
0
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation ABout PARtiCiPA tion of fEdERAl
GRid ComPAn Y in SuBSidiARiES And ASSoCi AtES
Abbreviated
corporate name of
the entity*
Region of
operation
Core business
Share
of PJSC fGC
uES in the
authorised
capital of the
company
as of
31.12.2015
financial performance
for 2015
Revenue,
RuB
thousand
net profit,
RuB
thousand
Charitable
contributions
and
sponsorship
in 2015,
RuB
thousand
Abbreviated
corporate name of
the entity*
Region of
operation
Core business
Share
of PJSC fGC
uES in the
authorised
capital of the
company
as of
31.12.2015
financial performance
for 2015
Revenue,
RuB
thousand
net profit,
RuB
thousand
Charitable
contributions
and
sponsorship
in 2015,
RuB
thousand
5
JSC Elektrosetservis
unEG
maintenance
and repairs of
electric grid
facilities
moscow
moscow oblast
Ryazan oblast
novgorod oblast
novosibirsk
ulyanovsk oblast
Pyatigorsk
Yekaterinburg
Khabarovsk
Surgut
100%
2,296,990
-648,764
212
6
7
8
index Energetiki – fGC
uES llC
moscow
Securities trans-
actions
100%
12,817
2,135,194
JSC tomsk trunk
Grids
tomsk
tomsk oblast
Electricity
transmission
and distribution
services
52.025%
191,119
19,700
JSC iPS SuakRusen-
ergo (former JSC iPS
GruzRosenergo)
Georgia
in Rf: Karachay-
Cherkessia
Krasnodar Krai
Electricity trans-
mission services
50%
495,661
(2)
46,449
(2)
0
0
0
0
0
48.999%
124,864
-190,088
14.0749%
45,953,526
3,721,453
(1)
9
JSC Kuban trunk Grids Krasnodar
Krasnodar Krai
10
JSC inter RAo
moscow
Branches:
ivanovo oblast
Representative
Offices: Ecuador,
Belgium
11.
CJSC taygaEnergo-
Stroy
Krasnoyarsk
Electricity
transmission
and distribution
services
Electric power
and heat genera-
tion
Electricity trans-
mission ser-
vices, functions
as an owner/
developer
13
fGC – Asset manage-
ment. llC
moscow
Sale of securi-
ties
0.010%
(4)
(4)
(1)
Non-core companies
14
JSC mobile Gas-turbin
Power Plant
moscow
moscow oblast
Krasnodar Krai
tuva Republic
Electric power
generation
100%
4,439,273
591,282
15
JSC APBE
moscow
16
JSC Chitatechenergo
Chita
ulan-ude
Support of
power plant
operations
Communica-
tion services;
design and
maintenance of
communication
lines
100%
1,356
-29,090
100%
119 275
828
17
JSC nurenergo
Chechen Republic Sales of electric-
76.9996%
1,664,171
-4,815,646
18
CJSC Severovostoken-
ergo
moscow
ity
Generation and
sale of thermal
and electric
energy
49%
0
-14
19
JSC Energotechcom-
plekt
moscow
leasing out
property
48.999%
4,152
-4
213
0
0
0
0
0
0
0
0
1 share
(1)
(1)
(1)
20
it Energy Service llC
moscow
information
technology
services
79.999%
734,738
982
21
JSC Enin
moscow
R&d
38.24%
159,442
4,360
12
JSC Analytical Credit
Rating Agency
moscow
Rating activity
3.7%
(1)
(1)
(1)
22
CJSC Energorynok
moscow
Printing and pub-
lishing services
8.50%
(1)
(1)
(1)
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation ABout thE StRu CtuRE
of thE PRoPER tY PoRtfolio
Abbreviated
corporate name of
the entity*
Region of
operation
Core business
Share
of PJSC fGC
uES in the
authorised
capital of the
company
as of
31.12.2015
financial performance
for 2015
Revenue,
RuB
thousand
net profit,
RuB
thousand
Charitable
contributions
and
sponsorship
in 2015,
RuB
thousand
Appendix 8. information about the
Structure of the Property Portfolio
of Federal Grid Company
▶ Information about the Structure of the Property Portfolio of Federal Grid Company in 2015
23
JSC Stend
ivanovo oblast
214
24
JSC dESP
far East
Siberia
25
JSC tsentrenergohold-
ing
moscow
26
PJSC nPf Electroen-
ergetiki
moscow
installation and
commission-
ing services for
Gtd-110 gas
turbine engines
and modifica-
tions thereof;
Electric power
generation and
sales
integrated
design in the
energy sector
trust property
management
and agency
services
non-government
pension benefits,
mandatory pen-
sion insurance
0.83%
(1)
(1)
(1)
name
0.0048% (1
share) (3)
65,831
-301,291
0.0007%
(1)
(1)
0
(1)
1.
Assets related to
electric grid facili-
ties, including:
1.1.
ohl 220 kV and
higher
Quantity: for
ohl and cable
networks, the
length of the
track (km); for
SS and other
Assets, the
number (pcs)
Book (carrying)
value as of
01.01.2015,
RuB thousand
Gain from
01.01.2014
through
31.12.2014,
RuB thousand
loss from
01.01.2015
through
31.12.2015,
RuB
thousand
Accumulated
amortisation
from
01.01.2015
through
31.12.2015,
RuB
thousand
Book
(carrying)
value as of
31.12.2015,
RuB thousand
-
740,194,384
110,230,549
2 119 858
68,323,166
779,981,909
13,3271.349
330,896,784
33,257,829
426 613
27,732,045
335,995,955
215
0.0011%
(1)
(1)
(1)
1.3.
ohl 35 kV
65.465
128.555
1.692
502
12.414
117.331
1.2.
ohl 110 kV
976.19
1,827,996
1,246,487
21 575
175.572
2,877,336
1.4.
ohl 10 kV and
lower
221.855
327.512
16.223
1 613
18.412
323.710
1.5.
220 kV and higher
793
351,210,081
68,762,742
966 956
37,125,506
381,880,361
1.6.
SS 110 kV
1.7.
SS 35 kV
1.8.
1.9.
SS 10 kV and
lower
Cable networks (all
voltage classes)
and cable lines
41
7
59
7,193,353
231.757
441 446
632.314
6,351,350
629
34.862
7
70.271
593.592
1,233,016
46.124
256 324
56.230
966.586
396.21
27,913,886
3,194,044
1 676
1,032,317
30,073,937
1.10. other Assets de-
943.052
18,834,193
3,438,789
3 146
1,468,085
20,801,751
signed to provide
electrical connec-
tions, aerial cable
lines
Non-core Assets
listed in the Reg-
ister of Non-core
Assets
Other Assets (I.3
= I.4 – I.2 – I.1),
including:
2.
3.
75
10,156,642
348.480
1 695 197
444.924
8,365,001
103
38,510,069
4,655,515
659 726
7,227,783
35,278,075
(1) as of 23.03.2016 no financial statements and/or information about charitable contributions and sponsorship were submitted
(2) at the exchange rate of the National Bank of Georgia as at December 31 2015: RUB100 = 3.2724 Lari
(3) the remaining shares are owned by JSC R&D Centre of FGC UES fully-owned by PJSC FGC UES
(4) statements for2015 were not submitted, as 2016 will be the first reporting year subject to para 3 of Article 15 of the Federal Law
No. 402-FZ “On accounting”
APPEndiCES
to thE AnnuAl REPoR t
name
3.1.
land plots under
ownership
4.
5.
Fixed Assets' (line
of the balance
sheet)
Leased Assets
related to electric
grid facilities,
including:
5.1.
ohl 220 kV and
higher
216
5.2.
ohl 110 kV
5.3.
ohl 35 kV
5.4.
5.5.
ohl 10 kV and
lower
SS 220 kV and
higher
5.6.
SS 110 kV
5.7.
SS 35 kV
5.8.
5.9.
SS 10 kV and
lower
Cable networks (all
voltage classes)
5.10. other leased As-
sets designed to
provide electrical
connections
6.
Other leased As-
sets, including:
Quantity: for
ohl and cable
networks, the
length of the
track (km); for
SS and other
Assets, the
number (pcs)
Book (carrying)
value as of
01.01.2015,
RuB thousand
Gain from
01.01.2014
through
31.12.2014,
RuB thousand
loss from
01.01.2015
through
31.12.2015,
RuB
thousand
Accumulated
amortisation
from
01.01.2015
through
31.12.2015,
RuB
thousand
Book
(carrying)
value as of
31.12.2015,
RuB thousand
350
1,631,794
67.178
1,698,972
788,861,095
115,234,544
4 474 781
75,995,873
823,624,985
-
-
10,094,312
607.391
1 280 740
3092.876
1,214,169
89.71
-
0.074
-
-
-
31
914.660
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
18.582
17,777,017
4,102,542
1 885 092
6.1.
land plots
15.217
16,716,468
1,539,131
1 839 575
7.
Assets used under
lease agreements
related to electric
grid facilities,
including:
7.1.
ohl 220 kV and
higher
7.2.
ohl 110 kV
7.3.
ohl 35 kV
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
9,420,963
1,214,169
-
-
-
914.660
-
-
-
-
-
19,994,467
16,416,024
-
-
-
-
infoRm Ation ABout thE StRu CtuRE
of thE PRoPER tY PoRtfolio
name
Quantity: for
ohl and cable
networks, the
length of the
track (km); for
SS and other
Assets, the
number (pcs)
Book (carrying)
value as of
01.01.2015,
RuB thousand
Gain from
01.01.2014
through
31.12.2014,
RuB thousand
loss from
01.01.2015
through
31.12.2015,
RuB
thousand
Accumulated
amortisation
from
01.01.2015
through
31.12.2015,
RuB
thousand
Book
(carrying)
value as of
31.12.2015,
RuB thousand
7.4.
7.5.
ohl 10 kV and
lower
SS 220 kV and
higher
7.6.
SS 110 kV
7.8.
SS 35 kV
7.9.
SS 10 kV and
lower
7.10. Cable networks (all
voltage classes)
8.
9.
10.
Other Assets used
under lease agree-
ments designed
to provide electric
connections
Other Assets used
under lease agree-
ments
Total for leased
assets, including
those under lease
agreements
(I.10= I.5 + I.6 +
I.7 + I.8 +I.9)
11.
TOTAL
(I.11 = I.4 + I.10)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
217
27,871,329
4,709,933
3,165,832
0
29,415,430
816,732,424
119,944,477
7,640,613
75,995,873
853,040,415
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation ABout lAnd PlotS
Appendix 9. information about land Plots
of federal Grid Company
▶ Information about Land Plots of PJSC FGC UES
no.
types of land plots
the total number and area
of land plots
including:
bought out as at the
reporting date
leased (subleased) as at
the reporting date
218
1
2
3
4
5
6
7
quantity
ha
quantity
Land plots where facilities
of substations are located
1,228
5,572
including:
-
-
for SS 220 kV and higher
1,106
5,543
for SS 110 kV
for SS 35 kV and lower
Land plots for OHL 220 kV
and higher
Land plots for OHL 110 kV
and lower
including:
for ohl 110 kV
for ohl 35 kV
for ohl 0,4 / 6 / 10 kV
Land plots where facilities
of power plans are located
Land plots where facili-
ties of boiler stations are
located
Land plots where heating
grid facilities are located
Land plots where other
facilities are located
56
66
28
1
461
-
118
250
92
9
-
-
129
-
28
71
23
11
-
-
273
227
176
-
165
9
2
3
-
-
3
-
-
-
-
37
338
ha
861
-
854
7
0
13
0
-
-
0
-
-
-
-
quantity
ha
954
4,519
-
901
47
6
-
4,498
21
1
386
-
113
176
90
7
-
-
127
-
26
68
22
11
-
-
30
224
192
right of permanent
(perpetual) use as at the
reporting date
right was not
determined at the
reporting date
recorded in the State
Cadastre as at the
reporting date
rights registered as at
the reporting date
State Cadastral Records
Protective zones
quantity
ha
quantity
20
-
20
-
-
109
-
109
-
-
78
-
20
-
58
ha
82
-
82
-
0
quantity
ha
quantity
ha
quantity
km
1,073
4,750
943
4,301
299
556
-
-
-
-
-
-
1,009
4,721
885
4,276
219
552
56
8
28
1
52
6
24
1
20
60
4
1
219
2
-
-
2
-
-
-
-
4
0
-
-
0
-
-
-
-
1
70
-
1
67
-
2
-
-
8
1
-
0
1
-
-
-
-
4
450
129
377
149
136
1,259
-
103
248
90
9
-
-
-
26
69
22
11
-
-
-
98
182
90
7
-
-
-
48
68
22
11
-
-
246
198
215
177
-
62
39
31
6
-
-
-
-
662
275
317
4
-
-
-
TOTAL:
17,927
13,680
564
15,998
12,300
624
537
959
274
13,588
8,930
12,333
7,233
4,245
90,630
18,676
8,788
193
15,470
8,064
598
427
2,407
284
14,610
5,575
11,978
4,231
3,959 114,079
APPEndiCES
to thE AnnuAl REPoR t
Appendix 10. information on disposal of
non-Core Assets of federal Grid Company
in 2015
Non-core assets management
programme
the main goals and objectives that federal Grid
Company set out in the field of non-core assets
management are the performance of assignments
of the President and the Government of the Russian
federation, separation, insulation and disposal of
rights relating to non-core assets, as well as income
generation associated with such disposal.
real estate and stakes (shares) of subsidiaries
and associates in which federal Grid Company
participates and that relate to non-core assets.
the Programme sets criteria for classifying real
estate and stakes (shares) of subsidiaries, associates
and other business entities in which the Company
participates as non-core assets, the procedure for
maintaining the register of non-core assets, valuation
policy and main principles for non-core assets
disposal.
220
the federal Grid’s non-Core Assets management
Programme approved by the Board of directors
(minutes no. 178 dated 16 november 2012)
determines the Company’s focus areas in managing
* The Board of Directors of Federal Grid Company approved (Minutes No. 311 dated 14 March 2016) a revised version of the Non-Core Assets
Management Programme
▶ Information on disposal of non-core assets of PJSC FGC UES in 2015
no name
Asset
identification
number (if
applicable)
Asset
book
value, RuB
thousand
Balance sheet
line, where
the asset
was reflected
on the
reporting date
preceding
the date of
disposal
Accounting
entries
(including
itemisation)
that reflect
income and
expenditure
from disposal
of asset
infoRm Ation on diSPoSAl
of non-CoRE ASSE tS
Actual
disposal
proceeds,
RuB
thousand
difference
between
actual
disposal
proceeds and
asset book
value, RuB
thousand
Cause for the
difference
between
actual disposal
proceeds and
asset book
value
1
2
3
4
5
non-residential
premises at a
basement of
residential build-
ing (Pyatigorsk
city, moskovskaya
street, 96)
flat, Balakovo
town, Saratov
oblast
Construction
in progress of
220/35/10 kV
Gorodskaya SS,
usinsk town, with
220 kV and 35 kV
approach lines
(land plot area of
28000 sq.m)
0500-1-11-35001
1132
9110021101;
9120031110
481.85
4.809
4,327.15
0100-1-13-00493
1132
9110021101;
9120031110
1,709.37
1.770
60.63
_
_
Р0300-1-0004
1172
9110021201;
9120031211
221
10,368.44
1.416
-8,952.44 the actual dis-
posal proceeds
are lower than
the book value.
the construc-
tion in prog-
ress was not
depreciated. the
disposal value
that is below
the residual
is justified by
economic profit-
ability compared
to the write-off
or saving the
uncomplete
construction
facility.
facilities of the
Executive Office of
Khakass PmES
0706-2-11-18905
0706-2-11-18906
0706-2-12-18908
0706-2-12-18907
1132
9120034102
22,787.7
1132
9120031110
16,537.93
500 kV lipetskaya
SS
0210-1-12-40620
0210-2-12-79385
0210-2-12-79387
0210-1-12-41370
0210-1-12-40617
0210-1-11-40439
0210-1-12-40614
0210-1-12-40603
0210-1-11-40604
0210-1-12-40606
0
0
-22,787.7 Charge-free
transfer to mu-
nicipal owner-
ship
-16,537.93 Charge-free
transfer to mu-
nicipal owner-
ship
APPEndiCES
to thE AnnuAl REPoR t
infoRm Ation on diSPoSAl
of non-CoRE ASSE tS
no name
Asset
identification
number (if
applicable)
Balance sheet
line, where
the asset
was reflected
on the
reporting date
preceding
the date of
disposal
Accounting
entries
(including
itemisation)
that reflect
income and
expenditure
from disposal
of asset
Asset
book
value, RuB
thousand
Actual
disposal
proceeds,
RuB
thousand
difference
between
actual
disposal
proceeds and
asset book
value, RuB
thousand
Cause for the
difference
between
actual disposal
proceeds and
asset book
value
no name
Asset
identification
number (if
applicable)
6
7
8
JSC Voronezh
utility Company
(100%)
"JSC ural Energy
manage ment
Company
(33.33%)"
JSC Power in-
dustry head data
Processing Cen-
tre (50.0031%)
_
_
_
222
1150
9120032412
0
0
0 the company
was liquidated
(date of entry
in the uSRlE:
03.08.2015)
9
utility 220 kV
opornaya SS
1150
9120032412
50
19,976.6
19,926.6
"the company
was liquidated
on 06.05.2015
liquidation
quote was
RuB19,976.60
thousand "
Balance sheet
line, where
the asset
was reflected
on the
reporting date
preceding
the date of
disposal
Accounting
entries
(including
itemisation)
that reflect
income and
expenditure
from disposal
of asset
Asset
book
value, RuB
thousand
Actual
disposal
proceeds,
RuB
thousand
difference
between
actual
disposal
proceeds and
asset book
value, RuB
thousand
Cause for the
difference
between
actual disposal
proceeds and
asset book
value
1132
9110021101;
9120031110
1,271,442.35
1,450,000
178,557.65
_
223
0703-1-12-03582
0703-1-12-03581
0703-1-12-03576
0703-1-12-03570
0703-1-12-03580
0703-1-12-03579
0703-1-12-03578
0703-1-11-02910
0703-1-12-03556
0703-1-11-03484
0703-1-12-03573
0703-1-11-03068
0703-1-11-03550
0703-1-11-02404
0703-1-12-03589
0703-1-12-03584
0703-1-12-03586
0703-1-12-03588
0703-1-12-03587
0703-1-12-03585
Repair and main-
tenance Station,
Snezhnegorsk
settlement
0703-1-11-05826
0703-1-11-05827
0703-1-12-05828
0703-1-12-03718
0703-1-11-05825
1150
9110021411;
9120031413
163
665,979.06
665,816.06 the shares were
sold in favor of
PJSC Rus-
hydro at a price
determined by
an independent
appraiser, in
the amount of
RuB568,000.00
thousand. PJSC
Rushydro paid
the debt owed
by JSC Power
industry head
data Process-
ing Centre to
PJSC fGC uES
in the amount of
RuB97,979.06
thousand
APPEndiCES
to thE AnnuAl REPoR t
RAS AnnuAl finAnCi Al StAtEmEnt S
Appendix 11. RAS Annual financial
Statements for 2015
Audit report
on financial statements
for 2015
To the shareholders of PJSC Federal Grid Company:
Audited entity:
224
Public Joint Stock Company "Federal Grid Company of Unified Energy System" (abbreviated
name PJSC "FGC UES").
Location: Russia, 117630, Moscow, ul. Akademika Chelomeya 5a;
Main state registration number - 1024701893336.
Auditor:
Limited Liability Company "RSM RUS".
Location: 119285, Moscow, Pudovkin street # 4;
Phone: (495) 363-28-48; fax: (495) 981-41-21;
Main state registration number - 1027700257540;
Limited Liability Company "RSM RUS" is a member of the self-regulating organization (SRO) of auditors
Non-Profit Partnership "Audit Association
of membership
number 6938, ORNZ 1 1306030308), location: 119192, Moscow, Michurinsky prospect #21,. Bldg. 4.
the Commonwealth" (certificate
of
We have audited the accompanying financial statements of PJSC "FGC UES", which include the
balance sheet as at 31 December 2015, the profit and loss statement, changes in equity and cash flow
statement for 2015, as well as the notes to the annual financial statements.
The responsibility of the audited entity's accounting statements
The management of PJSC "FGC UES" is responsible for the preparation and fair presentation of these
financial statements in accordance with Russian regulations regarding the preparation of financial
statements and internal controls necessary to prepare financial statements that are free from material
misstatement, whether due to fraud or error.
Auditor's responsibility
Our responsibility is to express an opinion on the reliability of the financial accounting on the basis of our
audit. We have conducted our audit in accordance with federal auditing standards. Those standards
require that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement.
The audit involved performing audit procedures to obtain audit evidence supporting the values in the accounting
and the information disclosure that it contains. The choice of audit procedures is the subject of our judgments,
which is based on assessment of the risk of material misstatements, whether due to fraud or error. In assessing
this risk, we considered the system of internal control, providing making and reliability of the financial statements
in order to select appropriate audit procedures, but not for the purpose of expressing an opinion on the
effectiveness of the internal control system.
The audit also included assessing appropriateness of accounting policies used and the reasonableness of
estimates made by the management of the audited entity as well as evaluating the overall financial statements.
We believe that the audit evidence obtained during the audit provides a reasonable basis for expressing an
opinion on financial statements.
Opinion
It is our opinion that these financial statements present fairly, in all material respects, the financial position of
PJSC "FGC UES" as of December 31, 2015, the results of its financial and economic activities and cash flows
for 2015 in accordance with Russian Accounting Standards.
Chairman of the Board
Auditor qualification certificate number 05-000015 issued on
the basis of a decision self-regulatory organization of auditors
"Russian Collegium of Auditors"
Non-Profit Partnership
November 15, 2011, protocol number 24 for an indefinite
period.
ORNZ in the register of auditors and auditing organizations -
29605011647
Head of Audit
Auditor qualification certificate number 05-000030 issued on the
basis of a decision self-regulatory organization of auditors non-
profit Partnership "Russian Collegium of Auditors" November
30, 2011, protocol number 25 for an indefinite period.
ORNZ in the register of auditors and auditing organizations -
21005008593.
N.A. Dantser
N.N. Usanova
225
APPEndiCES
to thE AnnuAl REPoR t
RAS AnnuAl finAnCi Al StAtEmEnt S
BALANCE SHEET
20 15
December 31
as of
city/town of
Company
Public Joint-Stock Company “Federal Grid Company
of Unified Energy System”
Tax identification code
Activity
Form of corporate entity’s incorporation/ form of ownership
power transmission
Annex to Order of the Russian
Ministry of Finance No. 66n
dated July 2, 2010 (as revised by
Order of the Russian Ministry of
Finance No. 124n dated October
5, 2011)
CODES
0710001
12
2015
31
OKUD Form No. 1
Date (year, month, day)
as per OKPO
56947007
INN
as per OKVED
4716016979
40.12
public joint-stock company/mixed Russian assets with a federal share
as per OKOPF/OKFS
47
41
Unit:
Location (address)
RUB thousand
as per OKEI
384
5A Akademika Chelomeya Street, Moscow, Russia, 117630
Notes
ASSET
1
I. NON-CURRENT ASSETS
S.1 of Notes*
S.3.2 of Annexes**
Intangible assets
S.1 of Notes*
S.3.6 of Annexes**
Research and development results
S.2 of Notes*
S.3.3 of Annexes**
Fixed assets, including:
land plots and natural resources
buildings, machines and equipment, structures
other fixed assets
226
S.3 of Notes*
S.3.7 of Annexes**
S.2 of Notes*
S.3.4 of Annexes**
S.5.1 of Notes*
S.3.9 of Annexes**
Income-bearing investments in tangible assets
Financial investments
Deferred tax assets
Other fixed assets, including:
equipment for installation
investments in fixed assets
advance on fixed assets
S.3.11 of Annexes**
other fixed assets
TOTAL for Section I
II. CURRENT ASSETS
S.4 of Notes*
S.3.10 of Annexes**
Inventory, including:
raw materials, materials and other similar assets
finished goods and goods for sale
WIP on core services to third parties
Value added tax on purchased assets
S.5 of Notes*
S.3.9 of Annexes**
Accounts receivable, including:
Accounts receivable (payments are expected over more than 12 months
upon the balance sheet date), including:
customers and consumers
advance payments made
other debtors
Accounts receivable (payments are expected within 12 months from the
balance sheet date), including:
customers and consumers
amounts owed by members (founders) as share capital
payments
advance payments made
other debtors
S.3 of Notes*
S.3.8 of Annexes**
Financial investments (except cash equivalents)
S.3.19 of Annexes**
S.3.11 of Annexes**
Cash and cash equivalents
Other current assets
TOTAL for Section II
BALANCE
Approval date
Mailing (acceptance) date
Indicator
code
2
As of December 31,
2015
3
As of December 31,
2014
4
As of December 31,
2013
5
1110
1120
1130
1131
1132
1133
1140
1150
1160
1170
1171
1172
1173
1174
1100
1210
1211
1212
1213
1220
1230
1231
1232
1233
1234
1235
1236
1237
1238
1239
1240
1250
1260
1200
1600
3 494 151
3 265 522
1 258 891
243 651
324 255
293 213
823 624 985
1 698 972
817 957 414
3 968 599
-
32 339 155
-
264 636 543
33 850 277
209 738 793
20 854 723
788 861 095
1 631 794
782 636 932
4 592 369
-
25 764 856
-
299 704 867
33 218 459
226 376 514
39 761 614
715 008 677
1 547 211
708 271 656
5 189 810
-
30 405 661
-
345 662 295
35 196 369
252 700 001
56 921 125
192 750
1 124 338 485
348 280
1 117 920 595
844 800
1 092 628 737
12 632 339
12 632 325
14
-
881 583
9 635 100
9 635 083
17
-
1 146 693
8 802 454
8 581 729
29 986
190 739
1 548 763
69 491 215
60 162 888
53 842 100
9 503 739
8 654 597
-
849 142
59 987 476
39 753 400
-
766 050
19 468 026
38 893 489
21 977 333
87 002
143 962 961
1 268 301 446
1 110 748
4 877
-
1 105 871
1 709 965
4 851
-
1 705 114
59 052 140
52 132 135
37 501 050
22 061 069
-
1 559 543
19 991 547
2 762 466
39 480 358
108 866
113 296 371
1 231 216 966
-
1 932 565
28 138 501
39 997 563
17 331 698
139 778
121 662 356
1 214 291 093
S.3.1 of Annexes**
S.3.1 of Annexes**
LIABILITY
1
III. CAPITAL and RESERVES
Share capital (contributed capital, authorized fund,
contributions of partners)
Shares repurchased
Revaluation of non-current assets
Additional capital (without revaluation)
Reserve capital
Undistributed profit (uncovered loss), including:
Uncovered loss of past years
Undistributed profit of past years
Undistributed profit of the reporting year
Uncovered loss of the reporting year
TOTAL for Section III
IV. LONG-TERM LIABILITIES
S.3.12 of Annexes**
Borrowed assets
Deferred tax liabilities
Estimated liabilities
Other liabilities
TOTAL for Section IV
V. SHORT-TERM LIABILITIES
Borrowed assets
S.5.3 of Notes*
S.3.13 of Annexes**
Accounts payable, including:
suppliers and contractors
amounts owed to the company staff
amounts owed to state non-budgetary funds
taxes and fees payable
advances received
other creditors
payables to members (founders)
S.7 of Notes*
Deferred income
Estimated liabilities
Other liabilities
TOTAL for Section V
* - Explanatory Notes to the Balance Sheet and Statement of Financial Performance for 2015.
** - Annexes to the annual 2015 Financial Statements.
BALANCE
Indicator
code
2
As of December 31,
2015
3
As of December 31,
2014
4
As of December 31,
2013
4
1310
1320
1340
1350
1360
1370
1371
1372
1373
1374
1300
1410
1420
1430
1450
1400
1510
1520
1521
1522
1523
1524
1525
1526
1527
1530
1540
1550
1500
1700
637 332 662
-
246 420 309
31 867 163
13 295 300
637 332 662
-
235 563 921
31 867 163
13 038 463
(
(
43 529 255
61 399 392
)
)
(
(
63 312 639 )
63 312 639 )
(
(
-
17 870 137
-
885 386 179
249 660 368
44 035 756
-
462 788
294 158 912
31 361 933
54 748 132
42 279 852
18 486
310 101
4 062 955
6 129 644
1 939 360
7 734
740 903
1 905 387
-
-
-
-
854 489 570
232 771 196
34 211 465
-
453 029
267 435 690
29 544 812
77 550 930
67 205 391
221 038
84 162
1 326 189
6 085 001
2 619 738
9 411
760 936
1 435 028
-
633 570 508
-
233 001 961
31 867 163
13 038 463
68 502 921
68 502 921
)
)
-
-
-
842 975 174
257 349 473
25 028 416
-
51 434
282 429 323
29 488 107
58 051 033
41 424 439
204 732
54 719
961 610
8 497 875
6 895 025
12 633
-
1 347 456
-
88 756 355
1 268 301 446
109 291 706
1 231 216 966
88 886 596
1 214 291 093
Chief Executive
(signature)
A.E. Murov
(print full name)
Chief Accountant
(signature)
A.P. Noskov
(print full name)
“
24
“
February
20
16
227
APPEndiCES
to thE AnnuAl REPoR t
RAS AnnuAl finAnCi Al StAtEmEnt S
Notes
Indicator name
FOR REFERENCE
Form 0710002 p. 2
As of December
2015
As of December
2014
S.3.3 of Annexes**
Result of the fixed assets revaluation, not included in the net income (loss) for
the period
13 866 221
3 052 302
Result of the other transactions, not included in the net income (loss) for the
period
Total profit or loss for the period
S.3.16 of Annexes**
Basic earning (loss) per share
Diluted earning (loss) per share
* - Explanatory Notes to the Balance Sheet and Statement of Financial Performance for 2015.
** - Annexes to the annual 2015 Financial Statements.
17 870 137
5 136 743
0,01402
0,00404
Chief Executive
(signature)
A.E. Murov
(print full name)
Chief Accountant
A.P. Noskov
(signature)
“
24
“
February
2016
229
228
STATEMENT OF FINANCIAL PERFORMANCE
for
2015
city/town of
Annex
to Order of the Russian Ministry of
Finance
No. 66n dated July 2, 2010 (as revised
by Order of the Russian Ministry of
Finance No. 124n dated October 5,
2011)
OKUD Form No.2
Date (year, month, day)
CODES
0710002
12
31
2015
Company
Tax identification code
Activity
Public Joint-Stock Company “Federal Grid
Company of Unified Energy System”
power transmission
as per OKPO
56947007
INN
as per OKVED
4716016979
40.12
Form of corporate entity’s incorporation/ form of ownership
public joint-stock company/mixed Russian assets with a federal share
as per OKOPF/OKFS
47
41
Unit:
Notes
RUB thousand
as per OKEI
384
Indicator
Description
1
General income and expenses
Code
2
For the reporting
period
For the same period of
the last year
3
4
Net proceeds from sale of goods, products and services (net of VAT,
excise duties and other similar mandatory payments), including:
2110
173 266 394
168 940 833
services for electric power transmission
other activity
S.6 of Notes*
Production cost of goods, products and services sold, including:
S.6 of Notes*
S.3.15 of Annexes**
S.3.15 of Annexes**
S.3.5 of Annexes**
S.3.5 of Annexes**
S.3.5 of Annexes**
services for electric power transmission
other activity
Gross earnings (2110 + 2120)
Commercial expenses
Management expenses
Profit (loss) from sales (2100 + 2210 + 2220)
Participation capital
Interest receivable
Interest payable
Miscellaneous income
Miscellaneous expenses
Profit (loss) before tax (2200 +2310 + 2320 + 2330 + 2340 +
2350)
Current income tax, including:
constant tax liabilities
Deferred tax liabilities changes
Deferred tax assets changes
Other, including:
Other similar mandatory payments
Income tax adjustment for the previous periods
Net income (loss) for the reporting period
2111
2112
2120
2121
2122
2100
2210
2220
2200
2310
2320
2330
2340
2350
2300
2410
2411
2430
2450
2460
2461
2462
2400
158 986 316
14 280 078
134 938 305
133 534 773
1 403 532
38 328 089
-
7 850 741
30 477 348
100 849
8 211 453
8 464 150
23 540 512
25 981 751
27 884 261
69 822
4 317 261
9 530 440
293 851
120 011
120 011
-
)
)
)
)
)
)
)
)
)
)
)
)
(
(
(
(
(
(
(
(
(
(
(
(
159 881 063
9 059 770
132 458 801
130 965 160
1 493 641
36 482 032
-
7 800 367
28 681 665
294 682
5 995 148
5 543 701
16 256 265
31 345 836
14 338 223
-
6 315 404
8 366 583
816 466
18 431
18 227
204
)
)
)
)
)
)
)
)
)
)
)
)
(
(
(
(
(
(
(
(
(
(
(
(
17 870 137
5 136 743
APPEndiCES
to thE AnnuAl REPoR t
RAS AnnuAl finAnCi Al StAtEmEnt S
230
Statement of changes in equity
for 20
15
Public Joint-Stock Company “Federal Grid Company
of Unified Energy System”
Company
Tax identification code
Economic
activity
Form of legal entity’s incorporation / form of ownership
power transmission
Annex No. 2
to Order of
the Russian Ministry of Finance
No. 66n dated July 2, 2010
(as revised by Order of the
Russian Ministry of Finance
No. 124n dated October 5, 2011)
OKUD Form
Date (day, month, year)
31
Codes
0710003
12
2015
as per OKPO
56947007
INN
4716016979
as per OKVED
40.12
public joint-stock company/mixed Russian assets with a federal share
Unit of measure: thousand RUR (million RUR)
as per OKOPF/OKFS
47
41
as per OKEI
384
Indicator name
Code
Charter capital
Capital value as of December 31, 20 13
1
3100
633 570 508
For 20
14
2
Increase in capital value - total:
3210
3 762 154
including:
net profit
property revaluation
income relating directly to the increase
in capital value
additional issue of shares
increase of share denomination
reorganization of legal entity
other
3211
3212
3213
3214
3215
3216
3217
х
х
х
3 762 154
-
-
-
1. Changes in equity
Treasury shares
repurchased
from shareholders
-
Additional
capital
Reserve
capital
Undistributed profits
(uncovered loss)
Total
264 869 124
13 038 463
(
68 502 921
)
842 975 174
х
х
х
-
-
-
-
-
3 052 302
х
3 052 302
-
-
-
-
-
х
х
х
х
х
-
-
-
5 136 743
11 951 199
5 136 743
-
5 136 743
3 052 302
х
-
-
-
-
3 762 154
х
-
-
-
Form 0710023 p. 2
Indicator name
Code
Charter capital
Treasury shares
repurchased
from shareholders
Additional capital
Reserve capital
Undistributed profits
(uncovered loss)
Total
Reduction of capital value - total:
including:
loss
property revaluation
expenses relating directly to the
reduction of capital value
decrease of share denomination
reduction of shares quantity
reorganization of legal entity
dividends
Changes in the additional capital
Changes in the reserve capital
Capital value as of December 31, 20 14
2
For 20
15
3
Increase in capital value - total:
including:
net profit
property revaluation
income relating directly to the increase
in capital value
additional issue of shares
increase of share denomination
reorganization of legal entity
Reduction of capital value - total:
including:
loss
property revaluation
expenses relating directly to the
reduction of capital value
decrease of share denomination
reduction of shares quantity
reorganization of legal entity
dividends
other
Changes in the additional capital
Changes in the reserve capital
Capital value as of December 31, 20 15
3
3220
3221
3222
3223
3224
3225
3226
3227
3230
3240
3200
3310
3311
3312
3313
3314
3315
3316
3320
3321
3322
3323
3324
3325
3326
3327
3328
3330
3340
3300
-
-
-
х
х
х
х
х
х
637 332 662
0
х
х
х
х
х
х
х
х
х
-
-
-
637 332 662
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
х
х
х
х
х
х
х
х
х
х
х
х
х
х
х
х
-
-
-
-
-
-
(
х
490 342
х
)
-
(
436 803
)
(
436 803
)
х
х
х
х
х
х
-
-
-
-
-
-
)
(
-
-
-
436 803
490 342
-
-
-
-
-
-
-
436 803
х
х
267 431 084
13 038 463
(
63 312 639
)
854 489 570
13 866 221
-
17 870 137
31 736 358
х
13 866 221
-
-
-
-
-
-
-
-
-
-
-
х
х
х
х
х
х
х
х
х
х
х
х
х
-
-
-
-
17 870 137
х
-
-
-
-
17 870 137
13 866 221
0
х
-
-
(
839 749
)
(
839 749
)
-
-
-
-
-
-
-
-
-
-
)
(
-
-
-
839 749
)
-
(
839 749
(
3 009 833
х
)
-
256 837
278 287 472
13 295 300
3 009 833
256 837
43 529 255
(
(
)
)
х
х
885 386 179
2. Corrections due to changes in the accounting policy and errors elimination
Form 0710023 p. 3
Indicator name
Equity - total
before corrections
correction due to:
changes in the accounting policy
errors elimination
after corrections
including:
retained earnings (uncovered loss):
before corrections
correction due to:
changes in the accounting policy
errors elimination
after corrections
other capital items
subject to corrections:
(per items)
before corrections
correction due to:
changes in the accounting policy
errors elimination
after corrections
Indicator name
Net assets
As of December 31,
Code
20 13
1
Changes in equity for 20
14
2
due to net profit
(loss)
due to other factors
As of December 31,
20 14
2
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
231
3. Net assets
As of December 31,
20 15
3
As of December 31,
2
20 14
As of December 31,
13
20
1
3400
3410
3420
3500
3401
3411
3421
3501
3402
3412
3422
3502
Code
3600
886 127 082
855 250 506
842 975 174
Chief Executive
(signature)
A.E. Murov
(print full name)
Chief
Accountant
(signature)
A.P. Noskov
(print full name)
“ 24 “
February
20 16
Notes
1. The year preceding the previous year is indicated.
2. The previous year is indicated.
3. The reporting year is indicated.
APPEndiCES
to thE AnnuAl REPoR t
RAS AnnuAl finAnCi Al StAtEmEnt S
1
Cash flows from
financial transactions
Receipts - total, including:
obtaining of credits and loans
monetary contributions of owners (members)
from issue of shares, participatory interest increase
from issue of bonds, promissory notes and other debt securities
other receipts
Payments - total, including:
to owners (members) due to repurchase of shares (participatory interest) of
their organization or their cessation of membership
for payment of dividends and other distribution payments
profit to owners (members)
due to the payment of promissory notes and other debt securities, repayment
of credits and loans
other payments
Cash flow balance from financial operations
Cash flow balance for the reporting period
Cash and cash equivalents balance as of the beginning of the reporting
year
2
3
4310
4311
4312
4313
4314
4319
4320
4321
40 094 200
99 200
-
-
39 995 000
-
( 24 057 411 )
-
4322
(
847 383
)
( 23 210 028 )
-
16 036 789
4323
4329
4300
4400
4
21
-
21
-
-
-
25 015 080
-
436 803
24 578 277
-
25 015 059
)
)
)
)
(
(
(
(
(
17 503 024
)
22 148 734
4450
39 480 333
17 331 599
Cash and cash equivalents balance as of the end of the reporting year
4500
21 977 309
39 480 333
Influence of foreign currency change versus RUR
4490
233
Chief Executive
(signature)
A.E. Murov
(print full name)
Chief Accountant
(signature)
A.P. Noskov
(print full name)
“ 24 “
February
20 16
CASH FLOW STATEMENT
For 2015
Annex to Order of the Russian
Ministry of Finance No. 66n
dated July 2, 2010 (as revised
by Order of the Russian
Ministry of Finance No. 124n
dated October 5, 2011)
OKUD Form
Codes
0710004
Date (day, month, year)
31
12
2015
Public Joint-Stock Company “Federal Grid Company of
Unified Energy System”
Company
Tax identification code
Activity
Form of legal entity’s incorporation / form of ownership
power transmission
as per
OKPO
INN
as per
OKVED
public joint-stock company/mixed Russian assets with a federal share
as per OKOPF/OKFS
232
Unit of measure: thousand RUR
Indicator name
1
Cash flows from
current transactions
Receipts - total
including:
from sale of products, goods, work and services
lease payments, license fees, royalties,
commission charges and other similar payments
from resale of financial investments
other receipts
Payments - total, including:
to suppliers (contractors) for raw materials, materials, work and services
remuneration of labor
debenture interest
corporate tax
other payments
Balance of cash flows from current transactions
Cash flows from
investment transactions
Receipts - total, including:
from sale of fixed assets (except financial investments)
from sale of other companies’ shares (participatory interest)
from repayment of granted loans, from sale of debt securities (claims for
cash against third parties)
dividends, interest on debt financial investments and other similar income
from participatory interest in other companies
budget subsidy
other receipts
Payments - total, including:
payments associated with the acquisition, establishment, upgrading,
reconstruction and preparation for the use of fixed assets
from purchase of other companies’ shares (participatory interest)
from purchase of debt securities (claims for cash against third parties),
granting loans to third parties
4223
( 43 416 320 )
debenture interest included in the investment asset value
from budget subsidy
other payments
Balance of cash flows from investment transactions
4224
4228
4229
4200
( 23 926 874 )
-
1 550
132 629 331
(
(
)
)
56947007
4716016979
40.12
47
41
384
For
2014
4
as per OKEI
For
2015
3
Code
2
4110
173 692 115
170 786 303
4111
160 139 058
156 512 674
4112
4113
4119
4120
4121
4122
4123
4124
4129
4100
4210
4211
4212
972 286
-
12 580 771
( 74 602 597 )
( 33 403 893 )
( 16 197 793 )
( 6 645 116 )
1 164 771
( 19 520 566 )
99 089 518
973 585
-
13 300 044
69 773 141 )
31 692 812 )
16 341 345 )
)
5 485 996
510 624
16 763 612 )
101 013 162
(
(
(
(
(
10 357 241
1 337 320
568 000
43 053 184
32 499
-
4213
5 988 017
39 346 547
4214
4218
4219
4220
4221
4222
(
2 463 904
-
-
142 986 572
)
( 75 449 636 )
)
192 192
(
2 778 546
895 592
-
96 902 553
77 197 748
-
2 110 500
16 834 527
758 976
802
53 849 369
)
)
)
)
)
)
)
(
(
(
(
(
(
(
APPEndiCES
to thE AnnuAl REPoR t
RAS AnnuAl finAnCi Al StAtEmEnt S
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APPEndiCES
to thE AnnuAl REPoR t
RAS AnnuAl finAnCi Al StAtEmEnt S
1.5. Unfinished R&D and unfinished transactions on intangible assets acquisition
Indicator name
Code
Period
As of the beginning
of year
expenses for the
period
Changes for the period
expenses
withdrawn as non-
effective
accounted as
intangible assets or
R&D*
As of the end of
period
Expenses for unfinished R&D - total
1
including:
Development of technical requirements, design,
manufacturing and testing of high-temperature
superconductor of direct-current cable, including
converters
Setting-up a smart network within UPS East
(Vostok)
Development and manufacture of the production
prototype for 500 kV HV line of Sayano-
Shushenskaya HPP
Other
Unfinished operations on intangible assets
acquisition - total
including:
Creation of the integrated hardware/software and
technological solution “GCM”
2
5160
5170
5161
5171
5162
5172
5163
5173
5164
5174
5180
5190
5181
5191
Formation of ACS Treasury
Change in computation of time АMIS EPFA
Creation of OSNBS of electrical grid facilities
5182
5192
5183
5193
5184
5194
5185
5195
5186
5196
5188
5198
* 5160 and 5170 lines reflect reclassification to fixed assets
Special automatic information and measurement
system of Federal Grid Company
UACS Modernisation 1st extension
Other
3
For 2015
For 2014
For 2015
For 2014
For 2015
For 2014
For 2015
For 2014
For 2015
For 2014
For 2015
For 2014
For 2015
For 2014
For 2015
For 2014
For 2015
For 2014
For 2015
For 2014
For 2015
For 2014
For 2015
For 2014
For 2015
For 2014
4
4 389 233
5 797 989
864 177
658 267
214 075
163 869
155 268
54 218
3 155 713
4 921 635
1 669 231
5 448 450
188 454
67 985
60 001
-
55 475
-
-
-
-
-
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16 847
1 300 574
5 363 618
5
254 466
672 012
54 999
211 905
30 900
61 588
22 350
101 050
146 217
297 469
652 540
493 706
83 470
120 469
60 001
55 475
135 209
-
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-
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F
APPEndiCES
to thE AnnuAl REPoR t
RAS AnnuAl finAnCi Al StAtEmEnt S
2.2. Incomplete capital investments
Changes for the period
Indicator name
Code
Period
As of the beginning
of year
expenses for the
period
withdrawn
accounted as fixed
assets or the value is
increased
As of the end of
period
1
Construction in progress and incomplete
operations on purchase, modernization etc. of
fixed assets - total
including:
new construction
modernization and reconstruction
acquisition of fixed asset items
R&D objects
creation of intangible assets
DEW non-completed
equipment for installation
2
5250
5240
5251
5241
5252
5242
5253
5243
5254
5244
5255
5245
5256
5246
5257
5247
3
4
5
6
7
8
For 2015
259 594 973
96 869 758
(13 858 969)
(99 016 692)
243 589 070
For 2014
287 896 370
144 292 523
(21 341 344)
(151 252 576)
259 594 973
For 2015
For 2014
For 2015
For 2014
For 2015
For 2014
For 2015
For 2014
For 2015
For 2014
For 2015
For 2014
For 2015
For 2014
111 656 622
137 603 074
105 015 235
99 200 621
419 526
905 200
4 389 233
5 797 989
1 669 231
5 448 450
3 226 667
3 744 667
33 218 459
35 196 369
48 601 776
89 638 853
33 333 423
38 749 089
1 846 937
3 084 453
254 466
672 012
652 540
493 706
1 868 651
637 443
10 311 965
11 016 967
(1 052 638)
(1 020 957)
(873 538)
(167 958)
(3 999)
(133 063)
(81 116)
(1 596 121)
(1 380 836)
(4 272 925)
(786 695)
(1 155 443)
(9 680 147)
(12 994 877)
(65 950 539)
(114 564 348)
(30 943 836)
(32 766 517)
(2 120 338)
(3 437 064)
(1 979)
(484 647)
-
-
-
-
-
-
93 255 221
111 656 622
106 531 284
105 015 235
142 126
419 526
4 560 604
4 389 233
940 935
1 669 231
4 308 623
3 226 667
33 850 277
33 218 459
93 255 221
2.4. Other use of fixed assets
Indicator name
1
Rented fixed assets on the balance sheet
Rented fixed assets out of the balance sheet
Leased fixed assets on the balance sheet
Leased fixed assets out of the balance sheet
Real assets accepted into operation and
actually used, being in the process of state
registration
Isolated fixed assets
Other use of fixed assets (pledge, etc.)
Code
2
5280
5281
5282
5283
5284
5285
5286
As of December 31,
2015
3
As of December
31, 2014
4
As of December
31, 2013
5
10 313 874
5 818 381
5 980 387
-
-
-
-
-
30 925 398
29 613 882
22 037 467
189 135 531
183 302 369
155 135 099
87 768
-
91 045
-
252 796
-
238
2.3. Change in the cost of fixed assets as a consequence of further construction, further equipment,
reconstruction and partial liquidation
239
Indicator name
Increase in the cost of fixed assets as a
consequence of further construction, further
equipment, reconstruction - total
including:
Buildings
Constructions and transfer mechanisms
Machinery and equipment
Transport vehicles
Production and household stock
Other
Decrease in the cost of fixed assets as a
consequence of partial liquidation - total:
including:
Buildings
Constructions and transfer mechanisms
Machinery and equipment
Transport vehicles
Production and household stock
5260
5261
5262
5263
5264
5265
5266
5270
5271
5272
5273
5274
5275
For 2015
1
For 2014
2
28 660 928
27 599 059
652 208
24 887 730
3 116 146
675
233
3 936
1 705 819
22 808 366
3 083 988
116
686
84
(26 582)
(71 839)
(300)
(26 055)
(227)
-
-
(149)
(59 939)
(11 641)
(110)
-
APPEndiCES
to thE AnnuAl REPoR t
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243
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APPEndiCES
to thE AnnuAl REPoR t
mAnAGEmEnt REPoR t 2015
Appendix 12. management Report 2015
CONTENTS
1. ABout thE ComPAnY
2. CoRPoRAtE GoVERnAnCE
3. ShARE CAPitAl
4. mARKEt REViEW
5. CoRPoRAtE StRAtEGY, ChAllEnGES And SolutionS
6. oPERAtinG ACtiVitiES
7. dEVEloPmEnt outlooK foR thE ComPAnY
8. motiVAtion foR toP-mAnAGEmEnt
9. finAnCiAl RESultS
10. diSClAimER
11. RESPonSiBilitY StAtEmEnt
264
264
265
258
269
273
276
279
281
293
293
246
247
Public Joint Stock Company
“federal Grid Company
of unified Energy System”
ANNUAL FINANCIAL REPORT FOR 2015
In accordance with the UK Disclosure and Transparency Rules
April 2016
moscow
APPEndiCES
to thE AnnuAl REPoR t
mAnAGEmEnt REPoR t 2015
248
1. ABOUT THE COMPANY
2. CORPORATE GOVERNANCE
federal Grid Company (fGC) was founded in 2002
during the reform of the Russian power industry. the
Company’s key activities are:
• Electricity transmission through backbone electric
grids;
• technological connection services.
We are included in the list of strategically important
companies for Russia’s industrial development.
As a result of our 13-year work, we have become one
of Russia’s largest power sector companies by market
capitalisation, and also one of the leading “blue chips”
on the Russian stock market..
more than 23,400 individuals employed by our
Company ensure the sustainable and efficient
operation of more than 139.1 thousand kilometres of
electricity transmission lines and 931 substations in
the territory of more than 15,1 mln sq km comprised of
77 regions of Russia.
As of 31 december 2015, fGC has 51 regional
branches, including:
• 8 branches – main Power transmission lines
(mES);
• 41 branches – main Power transmission line
Companies (PmES);
• 1 branch – Special Production Plant Bely Rast;
• 1 branch – Center for technical Supervision.
Details on the Company’s structure and history
are available on our website in the “About Us /
About Company” section.
With a focus on long-term goals, we ensure the
transparency of our activities, environmental
protection, workplace safety and social protection of
our employees, and we observe corporate governance
principles.
in 2015 fGC’s Board of directors adopted a new
edition of Corporate Governance Code, developed in
conformity with the recommendations stated in the
Russian Code of Corporate Governance, which, in its
turn, had been adopted by the Bank of Russia’s Board
of directors.
the Code revision allowed implementing a more clear
structure, under which we declared key principles
of corporate governance, defined our corporate
governance system’s key officers, their functions,
operational conditions and interaction rules.
the Company’s supreme governing body is the
General meeting of Shareholders. the Board
of directors, elected by the General meeting of
Shareholders, determines the Company’s development
strategy and also supervises the activities of the
management Board. the management Board is
entrusted with operational management of the
Company. the Chairman of the management Board is
the sole executive governing body.
the Board of directors’ primary activity is maintaining
and ensuring further development of the unEG
together with the Company’s sustainability, and also
upgrading Company’s governance efficiency.
Committees are formed under the Board of directors
to increase the effectiveness and quality of the Board
of the directors’ work. Regular committees include:
Audit Committee, hR and Remuneration Committee,
Strategy Committee and investment Committee.
to protect the interests of our shareholders, we have
effective external and internal control systems in
place. the external control system is represented by
the independent auditor, and internal control and risk
management are undertaken by the internal Audit
Commission, standalone division for internal audit and
internal Control and Risk management department.
in order to adopt the recommendations stated in the
Russian Code of Corporate Governance, we developed
a corresponding plan of actions (a “road map”)
with respect to all the key aspects of our corporate
governance system and practice (adopted by the
Board of directors, protocol nr. 255 of 16.03.2015).
the obligations undertaken by the Company under the
“road map” were fulfilled in full:
• in June 2015 the General meeting of Shareholders
adopted the following corporate governance
documents: revised Charter, Provision on preparing
and holding of the General meeting of Shareholders,
Provision on the Board of directors, the
management Board, the internal Audit Commission,
Provision on Payment of Remuneration and
Compensation to the members of the Board of
directors, and to the members of the internal Audit
Commission;
in accordance with the approaches stipulated by the
methodology we assessed six corporate governance
components, each of which had its weight in the total
score’s structure:
• Shareholders’ rights;
• Board of directors;
• operational management;
• transparency and disclosure;
• Risk management, internal control and internal audit;
• Corporate social responsibility and business ethics.
total self-score of compliance with the principles
and recommendations stated in the Russian Code of
Corporate Governance amounted to 82%.
• Considering the revised documents mentioned
above, the Board of directors also adopted new
Provisions on Committees and remuneration to their
members;
With our GdRs traded on london Stock Exchange, we
are striving to reach the highest international corporate
governance standards, including those stated in the
uK Corporate Governance Code.
249
• A new position of Corporate Secretary was
implemented, and the corresponding Provision
was adopted by the Board of directors. Corporate
Secretary is considered as a key element of ensuring
effective interaction among all the corporate
governance officers.
• Public Communications Policy was adjusted to
comply with the new requirements by the Bank of
Russia to securities issuers.
We also revised certain internal provisions, including
Provision on investment Committee, Provision on Risk
management System, Provision on internal Audit.
Adopting the recommendations stated in the Russian
Code of Corporate Governance, in 2015 we carried
out self-scoring in accordance with the methodology
for corporate governance self-scoring for companies
partially owned by the state (adopted by the order nr.
306 of 22.08.2014 issued by the federal Agency for
State Property management).
Details on the Company’s corporate governance
are available on our website www.fsk-ees.ru in the
“About Us / Corporate Governance” section.
3. SHARE CAPITAL
As of 31 december 2015, the share capital of federal
Grid Company amounted to 637,332,661,531 roubles
and 50 kopecks divided into 1,274,665,323,063
ordinary shares with a nominal value of 50 kopecks
each.
in accordance with the Charter the number of
authorised shares amounted to 72,140,500,768
ordinary shares with a nominal value of 50 kopecks
each and a total nominal value of 36,070,250,384
roubles. Authorised ordinary shares have the same
rights as outstanding ordinary shares.
in 2015 no additional share issues were carried out
and no preferred shares were issued.
APPEndiCES
to thE AnnuAl REPoR t
mAnAGEmEnt REPoR t 2015
during the reported period there were no significant
changes in the structure of our share capital.
Currently we have over 400,000 shareholders. As
of 31 december 2015 PJSC “Russian Grids” was
the Company’s main shareholder, owning 80.13%
of the Company’s shares. the Russian federation,
represented by the federal Agency for State Property
management, owned 0.59% of the Company’s shares.
Since June 2013 a shareholders agreement, signed by
PJSC “Russian Grids” and the federal Agency for State
Property management, regarding managing and voting
of fGC’s shares has been in place. the agreement
covers all the shares owned by the parties as of June
2013 and any fGC voting shares purchased by the
parties in the future.
As of 31 december 2015, free-float constituted 18.2%
of fGC’s total share capital. Key minority shareholders
included institutional investors and holdings; retail
investors constituted 3.23%.
Approximately 32% of our free-float shares are
owned by foreign institutional investors, including
some of the largest funds with total assets un-
der management exceeding 1 billion US dollars
(Kopernik Global All-Cap Fund, Vanguard Inter-
national Equity Index Fund, MarketVectors ETF
Trust Russia ETF, BlackRock funds).
Long-term investors constituted 65.5%, mid-term
investors — 26.6%, and short-term inves-
tors — 7.9% of total foreign investments into the
Company.
Details on the Company’s share capital
structure and dynamics are available on our
website www.fsk-ees.ru in the “Investors / Share
Information” section.
Market quotations for the Company’s
shares
in 2015 the dynamics of the industry indicator
micexPWR generally correlated with that of miCEX.
Shares of the Company performed significantly better
than the market in general and the industry indicator
micexPWR, outpacing them. Since the beginning of the
year quotations for the Company’s shares increased
by 30% (from 4.7 kopeeks at the beginning of the year
to 5,7 kopeeks at the end) with micexPWR and miCEX
growing by 26% and 18% accordingly.
The growth of FGC shares’ market quotations in
January — February 2016 was primarily due to
the expectations of the Company’s investment
programme reduction and also discussions of an-
ti-crisis plan by the Government of Russian Fed-
eration, including electric grid companies support
measures.
▶ FGC’s share capital structure as of 31.12.2015
250
80.13
PJSC Rosseti
1.34
1.08
1.67
Kopernik Global All-Cap Fund
Index of Energy FGC UES, LLC*
Bank VTB (PJSC)
15.78
Others**
ПАО «Россети»
* since 2016 LLC “FGC — Asset Management”.
** The management are not aware of investors owning more than 5% of the Company’s share capital other than those indicated in the diagram above.
Kopernik Global All-Cap Fund
ООО «Индекс энергетики ФСК ЕЭС» *
БАНК ВТБ (ПАО)
Прочие**
▶ Stock Indices and Federal Grid shares in 2015, %
75
65
55
45
35
25
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MICEX PWR
FGC
251
During the rest of the year the growth rate de-
creased due to a number of negative factors with
the following among the key ones:
• Russia’s economic growth slowdown and inflation
rate increase, affecting capital-raising potential of
domestic market oriented companies;
• mid-term tariff regulation forecasting difficulties;
• transition to a new client accounts settlement
basis — in accordance with actual capacity provided.
In 2105 the Company’s capitalization increased
by 33.4% and amounted to 74,861.09 million rou-
bles.
Details on the market quotations for the
Company’s shares are available on our website
www.fsk-ees.ru in the “Investors / Share
Information / Interactive Stock Chart” section.
Depositary receipts programme
on 30 June 2008, federal Grid Company launched a
depository Receipts Programme, not subject to listing
procedures (Regulation S and Rule 144A). Since 1
July 2013, the Bank of new York mellon (BnY mellon)
has been the depository bank for the programme. in
2011, the Company performed a technical listing of
depository receipts (GdRs) on the main market of the
london Stock Exchange, where trading of federal Grid
Company’s GdRs was launched on 28 march 2011.
In the year 2015 the depository receipts pro-
gramme decreased and amounted to 1.23 million
GDRs, or 0.048% of the Company’s share
capital.
Details on the Company’s depositary receipts
programme are available on our website www.
fsk-ees.ru in the “Investors / Share Information /
GDR programme” section.
Current information on the GDR programme can also
be accessed at the official website of the London
Stock Exchange at www.londonstockexchange.com,
under Federal Grid Company’s ticker symbol — FEES.
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Key features
Proportion
Code
Regulation S
1 GdR: 500 shares
Rule 144A
1 GdR: 500 shares
iSin: uS3133542015
CommonCode: 036273577
iSin: uS3133541025
CommonCode: 0362733372
Price per 1 GdR as of 31.12.2015
0,361 uS dollars
Amount of GdR’s issued as of
31.12.2015
1,183,441
-
46,034
Dividend policy
our dividend policy is based on the approach of
balancing the interests of our shareholders and the
Company’s development needs taking into account the
necessity to increase the Company’s capital-raising
potential and capitalization.
A resolution on payment of dividends is adopted
by the General Meeting of Shareholder subject
to a recommendation made by the Board of Di-
rectors. Recommended dividends volume is as-
sessed by the Board of Directors basing on the
Company’s financial results and with due regard
to the Russia’s government order № 774-р of
29.05.2006. According to the order at least 25%
of the net profit for the reporting period (exclud-
ing income from revaluation of financial assets) of
partially state-owned companies could be spent
on dividend disbursement, if not specified other-
wise by governmental acts.
In accordance with Russian legislation, the Char-
ter of Federal Grid Company, and the Dividend
policy, the source for dividend payments is the
Company’s net profit, which is determined on
the basis of the Company’s annual statutory ac-
counts. At the moment we are working on a new
methodology for dividend basis calculation that
could harmonize IAS and RAS approaches.
According to Federal Grid Company’s 2015 statu-
tory financial statements, the Company’s net profit
for the reporting year amounted to RUB 17,870
million. Taking into account the net profit for the
period the Company’s management will recom-
mend the General Meeting of Shareholders to
adopt a resolution to pay dividends for 2015. A
resolution on the payment of dividends for 2015
will be adopted by the Company’s Annual General
Meeting of Shareholders in June 2016.
Details on the Company’s dividend policy are
available on our website in the “Investors / Share
Information / Dividends” section.
4. MARKET REVIEW
As of the end of 2015 with Russia’s industrial out-
put decreasing by 3.4% (growth of 1.7% in 2014),
output of certain industries such as metallurgy
and machinery and equipment production, featur-
ing high electric consumption, reduced by 6.5%
and 11.1% accordingly1.
According to the data provided by the System op-
erator of UES2, the energy consumption volume
in Russia’s UES decreased by 0.55% against the
previous year and amounted to 1,008.3 billion
kWh. The electricity export in 2015 increased by
25% but still constituted an insignificant share in
the consumption structure of UES (less than 2%).
An average annual growth rate of electricity con-
sumption in UES is expected to be 100.81% in
2016—2022.
With modernization of production technologies
and energy saving programmes put into force,
specific energy consumption kept on decreas-
ing with regards to the majority of power-hungry
products during the previous years. A sustained
growth of specific energy consumption remained
only in oil drilling industry.
mAnAGEmEnt REPoR t 2015
The mentioned factors adjust the effect from
changes in demand’s geographical structure and
distribution of loads. They also allow using the
current power capacity reserves of the Grid and
delaying expensive capacity increase projects.
Organization and control over electricity supply
network constitute a separate sector of power
industry. Being a key element of infrastructure of
Russian electricity market, our company is a natu-
ral monopolist in the sector, and thus doing busi-
ness under government regulation.
The volume and physical characteristics of the
services rendered by FGC are highly dependent
on overall economic environment due to infra-
structural nature of power industry in general and
power grid in particular.
The volume of services provided in backbone
electric grids is assessed as power capacity
provided to electricity transmission services cli-
▶ Power capacity paid by electricity transmission
services clients of FGC, GW
90.9
90.5
91.4
90.9
87.9
2011
2012
2013
2014
2015
▶ Physical volume of technological connection
services provided, MW
ents and capacity of power receivers, being con-
nected to the grids. In 2015 paid power capac-
ity amounted to 87.9 GW, having decreased by
3 GW in comparison with the previous year. The
mentioned dynamics resulted from application of
a new arithmetic average based calculation meth-
od for direct customers provided services rather
than a reduction in power consumption.
A significant growth of technological connection
services’ physical volume (consumers and power
generating companies) in 2015 was mainly due
to completion of a number of large-scale techno-
logical connection projects with regards to power
generating stations owned by “Rosenergoatom”.
With the current dynamics of electricity export and
import, and also global power saving trend, we do
not expect a significant growth of the electric grid
services within the next few years. The services’
volume growth is expected to be subject to expan-
sion of UES of East and UES of South
National currency exchange rate negative fluctua-
tions just increase the uncertainty of investment
expectations and might cause a delay in carrying
out new investment projects by both energy con-
sumers and producers, hence, resulting in lower
technological connection services’ volume.
5. CORPORATE STRATEGY,
CHALLENGES AND SOLUTIONS
our mission is to ensure reliable functioning and
development of the unEG in correlation with economic
dynamics, achieving higher economic efficiency with
lowest possible expenses.
our strategic goals for the period till 2030 are:
• Ensuring reliability and quality of our services;
8,185
• Retaining financial soundness and self-sufficiency;
253
6,058
5,537
4,569
3,793
• developing the unEG with due regard to economic
and technical optimization of backbone grids;
• meeting customers’ demand on fGC’s services with
due regard to regional features, structure of the
demand, and higher capacity load efficiency;
• Consolidating under fGC’s governance all the
objects constituting the unEG.
1 Source: Ministry of Economic Development of Russian Federation, “On the results of social-economic development of Russian Federation in 2015”,
Moscow, February 2016.
2 Source: System operator of UES, “Report on Russia’s UES functioning in 2015”.
2011
2012
2013
2014
2015
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254
Long-term development programme
in december 2014 the Board of directors adopted1 the
Long-term development programme for 2015—2019
with the prospect till 2030, previously approved by the
government of Russia.
in 2015 we revised the long-term development
programme, considering more severe business
environment, caused by certain external factors and
the macroeconomic indicators dynamics reported
at the end of 2014 — beginning of 2015. The goals
and objectives as well as measures to reach target
indicators were revised and clarified. the revised
programme has become more focused on cost saving:
• more ambitious operational cost saving objectives
than those stipulated by the corresponding
governmental acts;
• more conservative approach applied to the unEG
development plans and proceeds indicators.
• in 2014 the independent auditor matched target
and actual values of key efficiency indicators and
analyzed the reasons for revealed discrepancies
(the results are provided in the auditor’s report
of 31.07.2015). the auditor states that for the
reporting period the actual values surpassed the
target ones due to the implementation of a number
of efficiency upgrade measures.
• the key results of the long-term development
programme in 2015 were as follows:
• undertaking in full a set of import substitution
measures, as set forth by the corresponding plans;
• Surpassing target indicators of specific operational
and investment expenses as well as labour
productivity;
• Saving almost 49.4 million kWh as a result of
implementing a set of measures directed at lowering
losses of electricity during unEG transmission;
• implementing the long-term investment programme
under the conditions of tariff restrictions and 30%
reduction of specific investment expenses by
2017 compared with those of 2012;
• Adhering to the prearranged timeline when carrying
out investment projects of state importance;
• Adhering to the principles of economic and technical
feasibility when making decisions with regards to
backbone grid development scheme;
• implementing economic model of technological
connection based on a balance of interests and fair
risks distribution between submitter (client) and the
Company;
• minimum 30% reduction of specific operational
costs by 2017 compared with those of 2012
maintaining the same high level of reliability and
quality of power supply;
• optimization of the current power capacity load;
• developing a step-by-step programme to
consolidate all the objects constituting the unEG;
• maintaining the Company’s credit rating at the level
of Russian federation’s sovereign credit rating.
Risk management system
Risk management system, being an element of
comprehensive internal control system, is a set
of mechanisms and tools ensuring availability of
corresponding organizational structure and measures
to develop, adopt, monitor, revise and constantly
improve risk management processes within fGC.
in accordance with the recommendations set forth by
the Russian Code of Corporate Governance in 2015
the Board of directors adopted Provision on Risk
management System (protocol nr. 291 of 19.11.2015).
the Provision was developed on the basis of headmost
Russian and international standards, including:
• Reducing the duration of electricity transmission
cutoffs by 46%.
The strategic goals for the period 2015—2019 are:
• methodology instructions on preparing a
risk management provision, approved by the
Government of Russian federation;
• maintaining high reliability of the unEG;
• the Russian Code of Corporate Governance;
3 Protocol Nr.243 of 19.12.2014
• moscow Stock Exchange listing Rules;
• international standards iSo:2009, 31000:2010 and
31010:2011 with regards to risk management;
• Risk management Standard by federation of
European Risk management Associations.
developed a set of measures allowing the Company to
mitigate to some extent the revealed risks.
the key risks can be divided into three groups by the
parameter of magnitude: critical, significant, moderate.
none of the revealed risks is assessed as critical.
taking into account the recent economic and political
trends in the course of further upgrading the existing
risk management system, we updated the risk map
so that it could reflect all the challenges of business
environment the Company experienced in the reporting
period and will face in the near future. We also
the following table provides brief characteristics
of the significant risks with growing magnitude. in
comparison with the risk assessment results of the
previous year, the amount of such significant risks
with growing magnitude has fallen to 3. however, the
tariffs regulation and macroeconomic environment
risks have increased their influence.
Risk description
mitigation measures
Risk occurrence
Tariffs regulation risks
lower investment component of the tariff.
Reduction of electricity transmission services
actual revenue.
increase of costs with regards to electricity
transmission via foreign energy systems.
deviation of actual average tariff from the one
stipulated by the business plan.
Changes in the investment programme and
its financing structure.
Proposing changes to regulatory acts with
regards to: tariff setting and determination of
indicators used to set tariffs.
Efficiency increase of operating and invest-
ment activities and consecutive implementa-
tion of RAB regulation principles.
Quality upgrade of budget planning and
supervision over implementation.
An increase in borrowing costs — interests
payable increased by RuB 7,091 million
(+30.2%).
An increase in fees to foreign grid companies
by RuB 642 million (+30.6%).
the approved tariffs stipulate for a contracted
capacity basis in settlement of clients ac-
counts. Actually settlement of direct consum-
ers’ accounts is being made on an actual
capacity consumption basis — gross revenue
requirement decreased by RuB 484 million
(–0.3%).
255
Economic environment risks in country and region
Worse basic macroeconomic indicators of
the country’s economy: GDP, inflation rate,
unemployment, etc.
Crisis response (anti-crisis) programme and
other expenses reduction programmes with
regards to separate activities (investment in
the first place) were adopted.
the long-term development programme for
2015 — 2019 stipulates for overall efficiency
increase: 30% and at least 30% reduction of
specific investment and operational costs
correspondingly by 2017 compared with
2012; power supply reliability increase.
With crude oil prices dwindling, rouble
negative exchange rate dynamics, economic
sanctions against Russia, the magnitude of
the risk has increased.
macroeconomic environment has worsen,
power consumption and, hence, the demand
on the Company’s services have dropped.
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Risk description
mitigation measures
Risk occurrence
Risks regarding import substitution programme implementation
the risks might affect maintaining the
required level of quality of services and reli-
ability of the unEG objects functioning:
Restrictions or even prohibition of purchasing
electric machinery (mutual economic sanc-
tions, absence of required technology or lack
of equipment and competence regarding do-
mestic manufacturers of electric machinery).
Price surge with regards to electric machinery
due to negative economic environment
(weaker rouble, discriminating sales policy
applied by foreign manufacturers to Russian
customers).
in 2015 the magnitude of the risks increased
following the worsening of Russian foreign
relations — implementation by a number of
countries additional economic sanctions and
counter sanctions.
in 4th quarter of 2015 due to the Russian
sanctions against turkey, custom clearance
procedures, applied to products made in
turkey and including components for electric
machinery, were strengthened. that leads to
higher risks of supply deadlines breach with
regards to the electric machinery conceived
of such components, that are supposed to be
supplied to the objects of the Company.
the Company developed and adopted (order
nr. 820p of 29.12.2014) a set of measures to
manage the risks regarding the implementa-
tion of import equipment, technologies, mate-
rials and systems substitution programme for
2015 — 2019.
the measures are:
• Setting priorities on specific projects from
the investment programme;
• Amending standard purchase contracts
and tendering documentations to fix
prices on electric machinery and to hedge
exchange risks;
•
•
increasing the range of electric machinery
of domestic manufacturing which could be
used for the needs of fGS’s objects;
increasing the share of domestically
manufactured electric machinery in the
structure of purchases with due regard to
the current legislation;
• Centralizing purchasing process for
key groups of electric machinery, being
supplied under the import substitution
programme;
• long-term contracting with domestic
manufacturers and foreign producers
allocating their manufacturing facilities in
Russia;
• Stimulating innovative development of
Russian electric machinery manufacturers,
including technology transfers and
innovations into manufacturing processes;
interacting with federal, regional and local
authorities to provide domestic manufactur-
ers with any possible preferences.
256
6. OPERATING ACTIVITIES
• PJSC “Lenenergo” — 4.07%.
Electricity transmission services
federal Grid Company’s principal activity is the
transmission of electricity via the Russian unified
national Electric Grid (the “unEG”). Payments for this
type of service are the main source of revenue for the
Company.
According to Russian legislation, electricity
transmission services via the unEG are monopolistic
activities and are regulated by the Russian
Government.
the price for electricity transmission services is
determined by tariffs set by the Russian federal tariff
Service, and since 01.07.2015 by the Russian federal
Anti-monopoly Service, including:
• the price for electricity transmission services
provided to maintain operation of the power assets
constituting the unEG;
• normative technological losses of electricity during
unEG transmission for the respective subject of the
Russian federation.
for 2015, the volume of electricity transmission
services provided by the Company increased by
2.04% and amounted to 525,8 billion kWh and RuB
157,8 billion according to our audited ifRS financial
statements. the number of customers during the
reporting period increased to 473 organizations. this
increase was mainly due to the new customers of
technological connection services and reduction in the
amount of “last mile”4 companies, which led to fCG
concluding direct contracts with its customers.
As of 31 december 2015 our key5 consumers of
electricity transmission services consisted of the
following:
• JSC “Tyumenenergo” — 10.63%;
• PJSC “IDGC of Centre” — 9.77%;
• PJSC “MOESK” — 9.50%;
• JSC “IDGC of Urals”-“Sverdlovenergo” — 4.24%;
• JSC “IDGC of Urals”-“Chelyabenergo” — 3.15%;
• JSC “DRSK” — 3.11%;
• PJSC “Kubanenergo” — 3.07%;
• JSC “RUSAL Krasnoyarsk” — 2.32%;
• PJSC “IDGC of South”-“Rostovenergo” — 2.06%
Details on electricity transmission services
provided by the Company are available on our
website in the “Operations / Energy transmission”
section.
Technological connection services
technological connections are a complex service
that provides for the actual connection of electricity
receiving devices (power units) to the electric grid
system. We provide technological connection services
to new consumers as well as to existing customers
that need to increase power consumption.
our primary goal is to synchronize industrial
development in different regions of Russia with the
current capacity of backbone electric grids.
Answering the needs of our customers we pay
much attention to transparency and availability of
technological connection process, that results in less
stages of the process and, hence, shorter timeline.
in 2015, we concluded 2066 agreements to provide
technological connection services (226 agreements
concluded in 2014). the main reason for the decrease
of the concluded agreements number was legal
restriction preventing from taking orders with voltage
class less than 110 kV. Economic situation in Russia
was another reason. the total volume of maximum
capacity with regards to technological connection
services rendered increased by 46% and amounted to:
• 2.8 GW under the agreements with consumers and
distribution grid companies;
• 5.4 GW under the agreements with power generating
objects.
4 «Last mile» is a form of cross-subsidisation under which large industrial consumers connected directly to backbone grids of Federal Grid Company
pay for electricity transmission services under distribution grid tariffs of IDGCs, which have leased part of grid facilities of the Company («last mile»).
5 Such customers’ shares in the revenue (IFRS) exceeded 2%.
6 Number of contracts with direct private customers, distribution grid companies and power generating objects.
257
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Largest technological connection projects for 20157
Customer
JSC “E.on Russia”
PJSC “WGC-2”
object
Capacity, mW
Berezovskaya state district power plant, unit nr.3
Cherepovetskaya state district power plant, unit nr.4
JSC “Inter RAO — Electrogeneracia”
uzhnouralskaya state district power plant-2, unit nr.1
JSC “Fortum”
PJSC “moESK”
Chelyabinskaya tPP-3, unit nr.3
transformer substation 110 kV mGu added to sub-
station 500 kV ochakovo
JSC “GAZPROMNEFT — Moscow Oil Refinery”
Substation 220 kV GPP-3 added to substation 500 kV
Chagino
federal treasury Enterprise R&d Centre
Vostochny spaceport, 1 stage
llC «Yandex dC»
JSC “Vancorneft”
PJSC “IDGC of Urals”
JSC “Tyumenenergo”
Substation 110 kV Yandexс
Substation 110 kV nPS-1
transformer substation 110 kV ustinovo Geolog
added to substation 220 kV Khimkompleksс
transformer substation 110 kV Geolog added to
substation 220 kV Barsovo
258
800
420
400
220
83,17
67
60
56
20
19,65
18
Details on electricity transmission services
provided by the Company are available on our
website in the “Operations / Technological
connection” section.
Upgrading the quality of services
With the variety of climate zones in Russia, we take
very seriously our mission of providing sustainable
power supply. We do our best to ensure the provision
of electricity to our customers on a reliable basis,
adhering to all the necessary technical specifications.
one of the key goals of the long-term development
programme is maintaining high reliability of the
infrastructure and further reduction of energy
undersupply.
upgrading reliability and maintaining efficient
functioning of the unEG are directed by the funds
renewal programme, which is a part of the investment
programme for 2015 — 2020, approved by the Ministry
of Energy’s orders nr. 979 and 980 of 18.12.2015.
are scheduled by the programme. for 2016 the
programme provides for capacity commissioning of
2,033 mVA with the budget of RuB 16.7 billion.
Carrying out activities stipulated by the Company’s
repairs programme guarantees reliability of the unEG.
the programme is based on the results of regular
diagnostics of technical condition of equipment taking
into account local environment, normative documents
by manufacturers and our rich experience in the
industry.
Scheduled for 2015 repairs, maintenance and
diagnostics with regards to the unEG equipment were
performed in full:
• Repaired 215 transformers’ branches; 19 reactors’
branches, 14,448 disconnectors, 2,191 switches and
around 10,270 transmission tower footings;
• Cleared 43,4 thousand ha of electricity transmission
lines;
the renewal programme’s budget reaches RuB
118.2 billion. During 2015 — 2020 commissioning
of 11,452 mVA and 331.5 km of transmission lines
• Replaced 125,917 insulators on high-voltage
transmission lines.
the measures taken as a part of our Energy efficiency
programme in 2015 were focused on the following
points:
• optimization of circuit and regime parameters;
• lower electric energy consumption of the
substations owned by fGC;
• upgrading electric grids and energy saving
equipment commissioning.
Apart from the decrease of actual electricity losses
(49.4 million kWh) the technological effect of the
programme also includes lower electric (0.7 million
kWh) and heat (1.06 thousand gigacalories)
energy consumption in buildings. Additionally the
implementation of the programme resulted in lower
consumption of gasoline and diesel fuel. in 2015, total
economic effect reached RuB 60.3 million of which
RuB 54.8 million was made due to the reduction of
electricity losses.
259
the reliability and efficiency of our grids is upgraded
with every year as new equipment is commissioned,
timely diagnostics and repairs carried out and staff
development is conducted:
• undersupply of energy to our customers dropped
by one half in 2015 and continues tends to be on
a low level. in 2015 the undersupply amounted to
1,725 MWh against 3,565 MWh in 2014.;
• despite constant increases in assets subject to
maintenance, in 2015 the accident rate at our
power assets dropped by 22% and total amount of
accidents decreased by 17.3%;
• Actual losses of electricity in our grids continues
to decrease. in 2015, losses were 23.5 billion kWh,
which amounted to 4.47% of total electricity supply.
the 2.2 billion kWh increase in actual electricity
losses in comparison with 2014 was due to the run
regime change of the unEG, corresponding load
regime change of power stations, rescheduling
power capacity loads of consumers, and new
equipment commissioning.
• As a result of implementation of our Energy
efficiency programme, the total effect of energy
saving in 2015 amounted to 49.4 million kWh.
Key production indicators
number of substations8
total transmission grid length including rented lines, thou-
sand km
Electricity transmitted from the unEG, mWh
525 769
515 250
Actual electricity losses, mWh
transformer capacity including rented substations, GVA
declared capacity, mW
23 478
334.5
87 920
21 261
332.1
90 887
2014
Change 2015/2014
2015
931
139.1
924
138.8
+ 0.8%
+ 0.2%
+ 2.04%
+ 10.4%
+ 0.7%
–3.3%
7 The table demonstrates the projects with capacity exceeding 100 MW each..
8 Including rented sites as well as switchgears and units at substations of other owners.
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7. DEVELOPMENT OUTLOOK FOR THE
COMPANY
INVESTMENTS
our Company’s investments are primarily aimed
at modernisation and reliability upgrades to the
unified national Electric Grid in order to ensure an
uninterrupted supply of electricity to our consumers.
under the investment activities we carry out complex
projects with the purpose of building new electric grid
infrastructure units and reconstruction of the existing
ones.
The priority goals for the Company’s Investment
programme include:
• maintaining reliability of the unEG functioning
to ensure uninterrupted electricity supply to our
customers;
• Providing electricity supply to objects of high State
importance;
• Providing quality and availability of energy
transmission and technological connection services;
• improvement of the efficiency of backbone
electric grids by implementing power efficiency
programmes;
• Synchronization of the Company’s development
programme with those of power generating objects
and distribution grid companies;
• development of an efficient system to control and
monitor all the objects constituting the unEG;
• Providing reliable power supply with separate
functioning of unified Energy Systems of Russia and
ukraine;
The Company’s 2016 — 2020 Investment programm9
was prepared under the current economic environment
featuring significant increase in borrowing costs,
financial markets’ limitedness, inflation rate increase,
exchange rate fluctuations and customers’ bad debts.
With the actual financing being 84% of the plans,
during the reporting period fGC reached almost
all target indicators stipulated by the Programme
(commissioning of power capacity — 99% of the target
value, transmission lines — 101%).
68% of investments for the year were spent on the
construction of new capacities, 23% on reconstruction
and modernization, and the remaining 9% on other
investment projects for further development of the
business and the industry in general.
the overall size of the investment programme
financing for 2016—2020 will amount to RUB 471.1
billion roubles. Within the framework of implementing
the investment programme, the Company plans to
put into operation 44.3 thousand mVA of transformer
capacity and more than 11.8 thousand km of
electricity transmission lines.
the investment programme will be financed from
the following sources: Company’s own funds, bond
issues, loans originated by third parties and federal
budget funds. Another key feature of the investment
programme will be the equal distribution of investment
expenses within the next 5 years, which will allow our
Company to save its balanced structure of financing
sources.
260
the key investment projects for the upcoming years
are the following:
• Energy infrastructure development in the following
regions:
− the Republic of Sakha (Yakutia);
− BAm and transsib (around the mentioned railway
mainlines).
Adjustments to the Investment
programme
As a result of investment programme implementation
in 2015 and according to the Russian federation
Government Decree № 977 of 1 December 2009
(edition of 16 february 2015), fGC developed
draft changes into the investment programme for
2016 — 2020.
• Energy infrastructure development for oil
transportation system “Eastern Siberia — the Pacific
ocean”;
Details on the Company’s Investment programme
are available on our website in the “Operations /
Investments” section.
• damage recovery programme at the Sayano-
Shushenskaya hydroelectric power station;
• mitigating separate functioning of unified Energy
Systems of Russia and ukraine;
• increasing accessibility (connection) of the
Krasnodar territory’s electric grids;
• Ensuring power output of power units;
• Ensuring reliable Russia’s uES functioning being
separated from the grid systems of the Baltics
(BREll macroproject);
• Electricity supply to the natural gas transportation
system “Power of Siberia”.
INNOVATION
the management Board and Strategy Committee
under the Board of directors approved the innovative
development and modernisation policy aimed at
creation of an intelligent innovation-based electric grid,
including:
• Automate energy consumption management
systems;
• Active grid units with altering technical
characteristics;
• monitoring system of current grid status;
• Automate real-time systems designed to maintain
operation of the grid within the limits set, functioning
as a part of an integrated system of analysis and
decision-making.
to achieve the goals of our innovation policy we
adopted the innovative development programme for
2013 — 2017 with the prospect till 2020. The key tasks
of the programme include:
261
Key indicators of our Company’s Investment programme for 2015
Key features of the adjusted Investment programme for 2016 — 2020
indicator
Actual 2015
Status, %
financing, billion roubles (VAt inclusive)
Application of funds, billion roubles (VAt inclusive)
Transfer of works-in-progress into fixed assets, billion
roubles
Commissioning (under voltage)
mVA
km
9 Adopted by the Russian Ministry of Energy’s order Nr. 980 of 18.12.2015.
85.9
61.4
99.5
2,318
663
84
98
115
105
104
indicator
2016
2017
2018
2019
2020 total
financing, million roubles.
99 000.0
98,100.0
107,655.0
91,012.0
94,301.0
490,068.0
Capacity commissioning, thousand mVA
transmission lines commissioning, thou-
sand km
9.4
1.4
9.7
1.3
10.8
3.3
8.1
2.5
6.9
3.4
44.9
11.9
APPEndiCES
to thE AnnuAl REPoR t
mAnAGEmEnt REPoR t 2015
New technologies and innovative products
development:
Innovative business processes:
• Concept developing for the intelligent energy system
on the basis of self-adaptive electric grid;
• developing, testing and commercialization of new
technologies;
• developing new services on electricity markets;
• Energy efficiency upgrade programme;
• Environmental compatibility upgrade programme;
• Cooperation with universities and scientific
organizations;
• Partnership programmes with innovative small and
medium enterprises;
262
• Cooperation with ventures and Skolkovo institute of
Science and technology.
New technologies application:
• Comprehensive pilot projects on establishing self-
adaptive intelligent electric grid;
• further development, modernization and energy
efficiency upgrades application to the unEG;
• Building up manufacturing facilities for
comprehensive for further modernization of the
unEG.
• upgrading the current business processes and new
governance methods implementation;
• developing the innovative activities system.
fGC’s innovative development programme provides
for upgrading use efficiency for Russia’s energy
potential. the programme also contributes to
further development of industrial sector of Russia’s
economy, decrease of imported equipment share and
establishes conditions for Russian economy gaining
maximum benefits.
the key system result of the Programme
implementation in 2015 was keeping the focus on
innovation implementation and further development of
related activities. that was subject to the significant
results achieved under various R&d programmes and
projects, and also the objective necessity of innovative
decisions approbation and application on the unEG
objects.
the targeted values of the effectiveness indicators
mentioned above were reached despite a notable
drop in the programme’s financing in 2015 — actual
RuB 3,962.27 million instead of planned RuB
9,717.44 million. The innovative activities efficiency
increase ensured the target values for effectiveness
indicators of the programme being reached.
the following table sets forth some of the key
effectiveness indicators of the programme for 2015:
indicator
Ratio of actual losses of electricity to total electric energy supply, %
Ratio of the personnel to 100 km of the transmission lines,
units.
Amount of patents and registration certificates received during
the reporting period
Amount of technologies developed and implemented as a result
of R&d works
Ratio of R&d carried out by universities (expenses) to total R&d
expenses, %
Plan
4.46
14
20
2
1.0
Actual
4.47
13,52
30
4
2.94
Status
undone
done
done
done
done
the innovative development programme provides for
carrying out the R&D Programme for 2015 — 2017
(adopted by the order nr. 133 of 19.03.2015).
8. MOTIVATION FOR
TOP-MANAGEMENT
the R&d Programme is designed to ensure sustained
and long-term financing for new technologies and
equipment, to improve reliability, quality and energy
efficiency of electricity supply to customers via
upgrading the unEG, and turning it into an intelligent
(self-adative) core for power industry technological
infrastructure.
in 2015, in accordance with the innovative
development Programme, R&d financing amounted to
RuB 484.19 million which is 0.28% of the revenue for
the period. The decrease in financing against 2010 —
2013 period was due to the adjustments made to the
investment Programme resulted from changes in tariff
policy.
in 2015 R&d programme’s key result was development
of design documentation, standard designs and
prototypes in various lines:
• high-temperature superconducting lWC;
• Splice and terminal boxes for cables with insulation
mad of ClP;
• metrological control and monitoring at digital
substation;
• Automatic fire suppression system equipped with
finely-divided spay gears for 220 kV transformers of
125 — 250 MVA capacity;
• technical monitoring and fault location system for
220 — 750 kV lines.
to adapt to financing restrictions, we are upgrading
planning and implementation of the R&d Programme
and focusing our efforts on most progressive and
crucial segments of innovation activity;
in accordance with Provision on Employment
Agreements and Payment of Remuneration and
Compensation to top management, adopted by the
Board of directors on 17.06.2010, remuneration to
the top management is stipulated by employment
agreements. the remuneration is comprised of fixed
(position salary) and variable (bonuses) parts. Amount
of bonuses is subject to reaching predefined KPis.
in 2015 motivation system for the top management
provided for quarterly and yearly accrued bonuses
in accordance with the methodology for Calculation
and Assessment of KPis for fGC’s top management
adopted by the Board of directors (protocol nr. 243 of
22.12.2014).
Subject to failing to reach a KPi, the management
Borad’s bonuses get reduced by a certain percent
according to the KPi’s weight. the most crucial
quarterly KPis are: “Reliability: absence of major
accidents” (40%) and “Preventing casualties
increase” (40%). the most crucial yearly KPis (15%
each) are: “Return on invested capital”, “Achieving
required reliability level” and “meeting deadlines of
technological connection”.
All the KPis applied for motivating the top
management were introduced into the long-term
development programme adopted by the Board of
directors (protocol nr. 243 of 22.12.2014).
for 2015 the remuneration paid to the management
Board (including the Chairman) was as follows:
• Salary — RUB 110,601 thousand;
• Bonuses — RUB 194,291 thousand;
• Other kinds of remuneration and compensation —
RuB 28,770 thousand.
We are also intending to further develop “open
innovation” mechanisms to work with our partners in
the field of innovative development.
in comparison with 2014 target KPis for 2015 were
higher. the actual KPis reached in 2015 and targets
for 2016 are set forth in the table below:
Details on the Company’s Investment programme
are available on our website in the “About Us /
Innovation” section.
263
APPEndiCES
APPEndiCES
to thE AnnuAl REPoR t
to thE AnnuAl REPoR t
Strategic goal
KPi
2015
2016
target KPi
Actual KPi
Status
target KPi
Power supply reli-
ability
Reliability: absence of
major accidents
no increase
no increase
done
no increase
Preventing casualties
increase
no increase
no increase
done
no increase
Achieving required reli-
ability level
1*
Company gover-
nance efficiency
Lower specific opera-
tional expenses
≥ 14.2%
Lower specific invest-
ment expenses
Actual electricity
losses
≥ 15%
≤.,27%
Workforce productivity
≥ 17%
0.3
24.2%
18.3%
4.09%
21.5%
done
done
done
done
done
≤ 1
≥ 10,5%
≥23%
< 4.13%
≥ 3.9 thousand
roubles /man hour
264
264
developing the
unEG and carrying
out projects of
state importance
meeting commission-
ing deadlines
≥ 95%
115.5%
done
≥ 95%
Maintaining finan-
cial soundness
Return on invested
capital
≥ 0.9
financial leverage ratio
≤ 1.5**
1.8
0.43
done
done
≥ 0.9
-
total shareholders
return
> an average
for the previous
3 years for an
amount stated by
the Bod
(-46,3%)
28,0%
done
> moEX RCi hanges
(Regulated Com-
panies index) for
a positive amount
stated by the Bod
Efficient customer
relations
meeting technological
connection deadlines
≤ 1.1
1.0236
done
≤ 1.1
* Actual services reliability indicator is not higher than the target approved by the Federal Tariff Service.
** Or whichever is less than the amount stated in a business plan.
9. FINANCIAL RESULTS
this report contains selected financial information,
which has been derived from the consolidated
financial statements of PJSC “fGC uES” (the
“Company”) and its subsidiaries (the “Group”) as at
and for the year ended 31 December 2015, prepared
in accordance with international financial Reporting
Standards (ifRS) and its interpretations as adopted
by the European union. the selected financial and
operating data below should be read in conjunction
with the Group’s consolidated financial statements
prepared in accordance with ifRS.
Consolidated Income Statement (IFRS)
(in millions of roubles)
Revenues
other operating income
operating expenses
impairment and revaluation loss on property, plant and equipment, net
Operating profit / (loss)
finance income
finance costs
impairment of available-for-sale investments
Share of (loss) / profit of associates and joint ventures
Profit / (loss) before income tax
Income tax (expense) / benefit
Profit / (loss) for the period
mAnAGEmEnt REPoR t 2015
mAnAGEmEnt REPoR t 2015
Summary of results
For the year ended 31 December 2015 and 2014, the
Group’s revenue amounted to RUR 187,041 million and
RUR 175,968 million, respectively. For the year ended
31 December 2015 the Group’s profit for the period
amounted to RUR 44,098 million compared to loss in
the amount of RUR 20,601million for the year ended
31 December 2014.
265
265
Year ended
31 december 2015
Year ended
31 december 2014
187,041
4,001
(130,963)
(2,850)
57,229
8,701
(9,635)
-
(8)
56,287
(12,189)
44,098
175,968
5,618
(126,137)
(70,775)
(15,326)
5,070
(6,249)
(6,027)
19
(22,513)
1,912
(20,601)
APPEndiCES
to thE AnnuAl REPoR t
Consolidated Statement of Financial Position (IFRS)
(in millions of roubles)
ASSETS
Non-current assets
Property, plant and equipment
intangible assets
investments in associates and joint ventures
Available-for-sale investments
deferred income tax assets
long-term accounts receivable
other non-current assets
Total non-current assets
Current assets
Cash and cash equivalents
Bank deposits
266
Accounts receivable and prepayments
income tax prepayments
inventories
other current assets
Total current assets
TOTAL ASSETS
EQUITY AND LIABILITIES
Equity
Share capital: ordinary shares
treasury shares
Share premium
Reserves
Accumulated deficit
Equity attributable to shareholders of fGC uES
non-controlling interest
Total equity
Non-current liabilities
deferred income tax liabilities
non-current debt
deferred income
Retirement benefit obligations
Total non-current liabilities
31 december
2015
31 december
2014
821,114
795,029
7,752
1,691
22,271
260
15,180
1,799
8,285
2,109
14,384
437
2,933
1,177
870,067
824,354
28,176
30,269
50,043
432
16,063
278
125,261
995,328
637,333
(4,719)
10,501
229,578
(252,980)
619,713
(75)
619,638
14,589
250,076
1,105
7,357
273,127
42,068
185
55,912
1,516
10,446
694
110,821
935,175
637,333
(4,719)
10,501
226,382
(297,237)
572,260
971
573,231
1,954
233,291
1,130
6,456
242,831
(in millions of roubles)
Current liabilities
Accounts payable to shareholders of fGC uES
Current debt and current portion of non-current debt
Accounts payable and accrued charges
income tax payable
Total current liabilities
Total liabilities
TOTAL EQUITY AND LIABILITIES
mAnAGEmEnt REPoR t 2015
31 december
2015
31 december
2014
6
31,466
71,036
55
102,563
375,690
995,328
8
29,686
89,316
103
119,113
361,944
935,175
Consolidated Statement of Cash Flows (IFRS)
(in millions of roubles)
CASH FLOWS FROM OPERATING ACTIVITIES:
Year ended
31 december
2015
Year ended
31 december
2014
267
Profit / (loss) before income tax
56,287
(22,513)
Adjustments to reconcile profit / (loss) before income tax to net cash
provided by operations
depreciation of property, plant and equipment
loss / (gain) on disposal of property, plant and equipment
Amortisation of intangible assets
impairment and revaluation loss on property, plant and equipment, net
impairment of available-for-sale investments
Share of result of associates
Accrual of allowance for doubtful debtors
Share-based compensation
finance income
finance costs
other non-cash operating income
Operating cash flows before working capital changes and income tax
paid
Working capital changes:
increase in accounts receivable and prepayments
increase in inventories
decrease / (increase) in other non-current assets
increase / (decrease) in accounts payable and accrued charges
Decrease in retirement benefit obligations
income tax received
Net cash generated by operating activities
39,447
3,699
1,481
2,850
-
8
7,063
-
(8,701)
9,635
(74)
111,695
(12,824)
(5,607)
387
6,299
(2,833)
906
98,023
43,365
(429)
3,773
70,775
6,027
(19)
2,887
6
(5,070)
6,249
(78)
104,973
(7,946)
(2,430)
(69)
(1,185)
(330)
-
93,013
APPEndiCES
to thE AnnuAl REPoR t
(in millions of roubles)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Purchase of intangible assets
Redemption of promissory notes
loans given
investment in bank deposits
Redemption of bank deposits
dividends received
Purchase of subsidiary
Sale of subsidiary
interest received
268
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from non-current borrowings
Repayment of current and non-current borrowings
Repayment of lease
dividends paid
interest paid
Government grants received
Net cash used in financing activities
Net (decrease) / increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
Year ended
31 december
2015
Year ended
31 december
2014
(75,604)
(76,899)
1,980
(948)
667
(1,000)
(30,422)
337
21
(293)
568
7,452
(97,242)
40,099
(23,210)
(150)
(840)
(30,572)
-
(14,673)
(13,892)
42,068
28,176
3,525
(830)
2,923
-
(688)
39,573
1
-
-
4,336
(28,059)
1
(24,582)
(150)
(436)
(22,279)
2,933
(44,513)
20,441
21,627
42,068
Non-IFRS Financial Information
(in millions of roubles, except for margins and ratios in %)
EBitdA(1)
EBitdA margin (2)
Adjusted EBitdA(3)
Adjusted EBitdA margin (2)
Adjusted operating profit (4)
Adjusted operating profit margin (2)
Adjusted profit for the period (5)
Return on assets (6)
Return on equity (7)
mAnAGEmEnt REPoR t 2015
Year ended
31 December
2015
Year ended
31 December
2014
98,149
52.5%
109,700
58.6%
60,079
32.1%
46,378
4.8%
7.8%
25,804
14.7%
107,676
61.2%
55,449
31.5%
40,841
4.4%
7.3%
(1) EBITDA represents profit / (loss) for the period before income tax, finance income and costs, depreciation and amortisation;
(2) Margins are calculated as EBITDA, adjusted EBITDA and adjusted operating profit divided by the total revenue for the period;
(3) Adjusted EBITDA is calculated as EBITDA adjusted to exclude impairment of property, plant and equipment, revaluation loss on
property, plant and equipment, impairment of available-for-sale investments and to include finance income;
(4) Adjusted operating profit is calculated as operating profit / (loss) adjusted for impairment of property, plant and equipment and
269
revaluation of on property, plant and equipment;
(5) Adjusted profit for the period is calculated as profit / (loss) for the period adjusted for impairment of property, plant and
equipment, revaluation loss on property, plant and equipment, impairment of available-for-sale investments, including respective
deferred income tax;
(6) Return on assets is calculated as adjusted profit for the period divided by the average total assets for the period;
(7) Return on equity is calculated as adjusted profit for the period divided by the average total equity for the respective period.
the indicators presented above are not financial
performance measures that are required by, or
presented in accordance with ifRS. Accordingly,
they should not be considered as alternatives to
profit for the period as a measure of operating
performance or to cash flows from operating
activities as a liquidity measure. the Group’s
calculation of these ratios may be different
from calculations used by other companies and
therefore comparability may be limited. the Group
believes that EBitdA and Adjusted EBitdA provide
useful information to investors, because they are
indicators of the strength and performance of
its ongoing business operations and indicators
of its ability to fund discretionary spending,
such as: capital expenditures, the acquisition of
subsidiaries and other investments and its ability
to incur and service debt. While depreciation and
amortisation are considered operating costs under
ifRS, these expenses primarily represent non-cash
current period allocations of costs associated
with long-lived assets that have been acquired or
constructed in prior periods.
APPEndiCES
to thE AnnuAl REPoR t
mAnAGEmEnt REPoR t 2015
Adjusted profit for the period
Adjusted profit for the period is used to calculate
the return on assets and the return on equity
indicators. Profit / (loss) for the period was adjusted
for impairment of property, plant and equipment,
revaluation loss on property, plant and equipment,
impairment of available-for-sale investments, including
respective deferred income tax.
the following table sets forth a reconciliation
of adjusted profit for the period to profit for the
periods indicated.
(in millions of roubles)
Profit / (loss) for the period
Adjustments to profit / (loss) for the period:
impairment of PPE
Revaluation of PPE
impairment of available-for-sale investments
deferred income tax on adjustments
Adjusted profit for the period
270
Year ended
31 december
2015
44,098
2,850
-
-
(570)
46,378
Year ended
31 december
2014
(20,601)
62
70,713
6,027
(15,360)
40,841
EBITDA and Adjusted EBITDA
the following table represents adjusted profit / (loss) and EBitdA for the periods indicated.
(in millions of roubles)
Profit / (loss) for the period
Add back:
Income tax expense / (benefit)
finance income
finance costs
depreciation and amortisation
EBITDA
Adjustments to EBITDA:
impairment of PPE
Revaluation of PPE
impairment of available-for-sale investments
Add back:
finance income
Adjusted EBITDA
Year ended
31 december
2015
Year ended
31 december
2014
44,098
(20,601)
12,189
(8,701)
9,635
40,928
98,149
2,850
-
-
8,701
109,700
(1,912)
(5,070)
6,249
47,138
25,804
62
70,713
6,027
5,070
107,676
Liquidity ratios and other measures
(in millions of roubles, except ratios)
Current liquidity ratio (1)
Cash liquidity ratio (2)
total equity/total assets ratio
net debt (3)
31 december
2015
31 december
2014
1.22
0.57
0.62
0.93
0.36
0.61
222,903
220,099
(1) Current liquidity ratio is calculated as total current assets divided by total current liabilities;
(2) The cash liquidity ratio is calculated as a sum of cash and cash equivalents, short-term bank deposits and short-term
promissory notes divided by total current liabilities;
(3) Net debt represents non-current and current debt reduced by cash and cash equivalents, short-term bank deposits and short-
term promissory notes.
Revenue
the Group’s revenue is derived primarily from the
provision of electricity transmission services.
Changes in this type of revenue are primarily
dependent on changes in tariffs set by the fAS
and volumes of electricity transmitted during the
period. the Group also earns revenue from the sale
of electricity generated and sold to third parties by
the Group’s subsidiaries, services of technological
connection of electricity producers to power grids
and services rendered under transmission facilities
construction contracts.
the Group’s revenue increased by RuR 11,073 million,
or 6.3%, from RuR 175,968 million for the year ended
31 december 2014 to RuR 187,041 million for the year
ended 31 december 2015.
the table below sets out the Group’s revenue for the
periods indicated.
271
(in millions of roubles
except for percentages)
Year ended
31 december
2015
Percentage
of total
revenue
Year ended
31 december
2014
Percentage
of total
revenue
transmission fee
Connection services
Construction services
Electricity sales
other revenues
total revenues
157,821
12,425
7,014
6,442
3,339
187,041
84.4%
6.6%
3.7%
3.4%
1.9%
100%
159,743
7,028
-
5,591
3,606
175,968
90.8%
4.0%
-
3.2%
2.0%
100%
Percentage
change between
the year ended
31 december
2015 and 2014
(1.2)%
76.8%
100%
15.2%
(7.4)%
6.3%
Transmission fee
the Group’s revenue from electricity transmission
services decreased by RUR 1,922 million, or 1.2%,
from RUR 159,743 million for the year ended
31 December 2014 to RUR 157,821 million for the
year ended 31 December 2015. In spite of tariffs
increase by 3.6%, the revenue decreased due to lower
capacity level in 2015 (as a result of transfer of direct
consumers from claimed capacity basis of payment
to actual).
APPEndiCES
to thE AnnuAl REPoR t
mAnAGEmEnt REPoR t 2015
Connection services
the Group’s revenue from connection services
increased by RUR 5,397 million, or 76.8%,
from RUR 7,028 million for the year ended
31 December 2014 to RUR 12,425 million for the year
ended 31 December 2015. The increase related to
completion of connection services and recognition
of revenue from these services. the most significant
customer for connection services was JSC «Concern
Rosenergoatom» (the amount of revenue was
RUR 7,673 million).
Construction services
in 2015 the Group started to render services for the
construction of transmission facilities on the territory
of Russian federation. As a result the revenue in the
amount of RUR 7,014 million was recognised.
Electricity sales
the Group’s revenue from electricity sales increased
by RUR 851 million, or 15.2%, from RUR 5,591 million
for the year ended 31 december 2014 to RuR
6,442 million for the year ended 31 December 2015
as a result of both tariffs growth and increase in
volumes of electricity sold by OJSC «MGES», which
was partially offset by decrease in revenue of oJSC
«nurenergo» caused by loss of the status of the
electricity supplier in may 2015.
Other revenues
the Group’s other revenues decreased by RuR
267 million, or 7.4%, from RUR 3,606 million for the
year ended 31 December 2014 to RUR 3,339 million
for the year ended 31 December 2015. Other revenues
include rental income, grids repair and maintenance
services, communication services, design works and
research and development services.
Other operating income
other operating income primarily includes income from
non-core activities. the Group’s other operating income
decreased by RuR 1,617 million, or 28.8%, from RuR
5,618 million for the year ended 31 December 2014
to RuR 4,001 million for the year ended 31 december
2015. decrease was mainly caused by the fact that
government grants in the amount of RuR 1,803 million
were received in 2014 year. No government grants were
received in 2015.
Operating expenses
the table below sets out the Group’s operating
expenses for the periods indicated.
272
(in millions of roubles except
for percentages)
depreciation of property, plant and
equipment
Employee benefit expenses and
payroll taxes
Purchased electricity for produc-
tion needs
taxes other than income tax
Accrual of allowance for doubtful
debtors
Subcontract works
Electricity transit
other expenses
Year ended
31 december
2015
Percentage
of total
operating
expenses
Year ended
31 december
2014
Percentage
of total
operating
expenses
Percentage
change between
the year ended
31 december
2015 and 2014
39,447
30.12%
43,365
34.38%
(9.03%)
25,218
19.26%
26,606
21.09%
(5.22%)
15,192
11.60%
14,047
11.14%
7,847
7,063
6,337
4,019
5.99%
5.39%
4.84%
3.06%
7,149
2,887
1,691
3,599
5.67%
2.29%
1.34%
2.85%
25,840
19.74%
26,793
21.24%
8.15%
9.76%
144.65%
274.75%
11.67%
(3.56%)
3.83%
total operating expenses
130,963
100%
126,137
100%
Depreciation of property, plant and equipment
the Group’s depreciation expenses decreased by
RUR 3,918 million, or 9.03%, from RUR 43,365 million
for the year ended 31 december 2014 to RuR
39,447 million for the year ended 31 December 2015,
mainly due to the fact that as part of revaluation
of property, plant and equipment, that was carried
out as at 31 December 2014 the Group reassessed
the useful lives of certain assets included in Power
transmission grids group, which resulted in increase of
period of depreciation of such assets and decrease in
depreciation charge compared to prior periods.
Employee benefit expenses and payroll taxes
the Group’s employee benefits expenses and payroll
taxes decreased by RuR 1,388 million, or 5.22%, from
RuR 26,606 million for the year ended 31 december
2014 to RUR 25,218 million for the year ended 31
december 2015. this was caused by the decrease in
average number of employees in 2015 year.
Purchased electricity for production needs
the Group’s expenses for purchased electricity
increased by RUR 1,145 million, or 8.15%, from
RUR 14,047 million for the year ended 31 December 2014
to RUR 15,192 million for the year ended
31 December 2015. The increase was mainly due to
increase in volume of electricity and power purchased in
2015, which was partially compensated by decrease of
oJSC «nurenergo» purchases caused by the loss of the
status of the electricity supplier in may 2015.
Taxes other than income tax
the Group’s taxes other than income tax and property
tax increased by RuR 698 million, or 9.76%, from
RUR 7,149 million for the year ended 31 December
2014 to RuR 7,847 million for the year ended
31 December 2015 mainly due to the increase in
property tax expenses caused by the gradual abolition
of tax benefit for power transmission grids.
Accrual of allowance for doubtful debtors
After a detailed analysis of accounts receivable
as at 31 december 2015 and based on the recent
legal practice the Group recognized allowance for
doubtful debts for overdue accounts receivable and
for certain balances with customers where the Group
had disputes related to certain terms of transmission
services. the Group recognized a net accrual of the
allowance for doubtful debtors in the amount of RuR
7,063 million for the year ended 31 december 2015.
For the year ended 31 December 2014, the Group
recognized a net accrual of the allowance in the
amount of RUR 2,887 million.
Subcontract works
the Group’s expenses for subcontract works
increased by RuR 4,646 million, or 274.75%, from
RUR 1,691 million for the year ended 31 December
2014 to RuR 6,337 million for the year ended
31 December 2015 due to the fact that the Group
started rendering the services of transmission
facilities construction.
Electricity transit
the Group’s electricity transit expenses increased by
RUR 420 million, or 11.67%, from RUR 3,599 million
for the year ended 31 december 2014 to RuR 4,019
million for the year ended 31 December 2015 which
was caused both by increase of exchange rate of
Kazakh tenge to rouble and the increased volumes of
electricity transmitted through Kazakhstan.
Other expenses
the Group’s other expenses decreased by RuR 953
million, or 3.56%, from RuR 26,793 million for the
year ended 31 December 2014 to RUR 25,840 million
for the year ended 31 December 2015. Other
expenses are mainly represented by loss / (gain)
on disposal of property, plant and equipment,
expenses for materials for repair and construction
and other materials, expenses for business trips
and transportation, repairs and maintenance of
equipment and security services.
Finance income
finance income primarily includes interest income
from investments in bank deposits and promissory
notes. Finance income increased by RUR 3,631 million,
or 71.62%, from RUR 5,070 million for the year ended
31 december 2014 to RuR 8,701 million for the year
ended 31 December 2015. The increase was in line
with the growth of weighted average balances of
deposits and relates to placement of available cash
balances to deposit accounts aimed at gaining
interest income.
Finance costs
Finance costs increased by RUR 3,386 million, or
54.18%, from RuR 6,249 million for the year ended
31 December 2014 to RUR 9,635 million the year
ended 31 December 2015. The increase was primarily
attributable to issue of certified non-convertible bonds
in total amount of RUR 40,000 million and the increase
of weighted average interest rate, applied to bonds
with variable rates tied to Consumer Price index.
the average interest rate applied increased by 3.99
percentage points from 8.10% in 2014 year to 12.09%
in 2015 year.
273
APPEndiCES
to thE AnnuAl REPoR t
mAnAGEmEnt REPoR t 2015
Impairment of available-for-sale
investments
the impairment loss in 2014 year was caused by
decrease in market rates of financial investments,
represented by quoted securities. in 2015 year
market rates increased, which was reflected in other
comprehensive income.
Profit / (loss) before income tax
the Group recognised profit before income tax in the
amount of RUR 56,287 million for the year ended 31
december 2015 and loss before income tax in the
amount of RUR 22,513 million for the year ended 31
december 2014.
Income tax (expense) / benefit
the Group recognised income tax expense in the
amount of RUR 12,189 million for the year ended 31
december 2015 and income tax benefit in the amount
of RUR 1,912 million for the year ended 31 December
2014. the effective tax rate increased from 8.5% to
22.1%.
Profit / (loss) for the period
As a result of the above-mentioned factors, the Group
recognised profit in the amount of RUR 44,098 million
for the year ended 31 december 2015 and loss in
the amount of RUR 20,601 million for the year ended
31 December 2014.
Capital resources
the electricity transmission business is capital-
intensive and many of the Group’s facilities are aged
and require regular maintenance and upgrades.
Expenditures to maintain, expand and increase
the efficiency and size of the transmission grid
are, accordingly, an important priority and have a
significant effect on the Group’s cash flows and future
operating results.
the table below sets out total additions to property,
plant and equipment and repair and maintenance
expenditures for the periods indicated.
(in millions of roubles)
total addition to property, plant and equipment
Repairs and maintenance expenditure
Year ended
31 december
2015
75,072
2,171
Year ended
31 december
2014
111,994
2,768
274
Liquidity
the Group’s primary sources of liquidity are cash
generated via operating activities, debt and equity
financing. future requirements for the Group’s
business needs, including those to fund additional
capital expenditures in accordance with its business
strategy, are expected to be financed by a combination
of cash flows generated by the Group’s operating
activities, as well as external financing sources and
funds from the Russian Government.
the table below summarizes the Group’s cash flows
for the periods indicated.
(in millions of roubles)
net cash generated by operating activities
net cash used in investing activities
Net cash used in financing activities
net (decrease) / increase in cash and cash equivalents
Cash and cash equivalents at the end of the period
Year ended
31 december
2015
Year ended
31 December
2014
98,023
(97,242)
(14,673)
(13,892)
28,176
93,013
(28,059)
(44,513)
20,441
42,068
Net cash generated by operating activities
net cash generated by the Group’s operating
activities increased by RuR 5,010 million, or 5.4%,
from RUR 93,013 million for the year ended 31
December 2014 to RUR 98,023 million for the year
ended 31 december 2015. this was due to the
revenue increase as described above.
Net cash used in investing activities
net cash used in the Group’s investing activities
increased by RUR 69,183 million, or 247%, from
RUR 28,059 million for the year ended 31 December
2014 to RUR 97,243 million for the year ended 31
december 2015. this increase was mainly caused
by redemption of bank deposits in 2014 year and
placement of bank deposits in 2015 year.
Net cash used in financing activities
net cash used in the Group’s financing activities
in the year ended 31 December 2015 and
31 December 2014 amounted to RUR 14,673 million
and 44,513 million accordingly. the decrease of
cash outflows in financing activities in 2015 year
was mainly related to the issue of bond series 37
and 38 in total amount of RuR 40,000 million. it was
compensated by the increase in interest expenses
on bonds with floating rates tied to consumer price
index.
Debt
As at 31 december 2015, the Group’s total debt
amounted to RUR 281,522 million as compared to
RuR 262,977 million as at 31 december 2014.
the following table sets out the Group’s current debt
and non-current debt for the periods indicated.
(in millions of roubles)
31 december 2015
31 december 2014
total current debt and current portion of non-current debt
total non-current debt
total debt
net debt
31,446
250,076
281,522
222,903
29,686
233,291
262,977
220,099
275
APPEndiCES
to thE AnnuAl REPoR t
mAnAGEmEnt REPoR t 2015
10. DISCLAIMER
11. RESPONSIBILITY STATEMENT
this Annual financial Report has been prepared for
shareholders of Joint Stock Company «federal Grid
Company of unified Energy System» (the Company)
as a body and for no other persons. the Company, its
directors, employees, agents or advisers do not accept
responsibility for any other person to whom this
document is shown or into whose hands it may reach
and any such responsibility or liability is expressly
disclaimed against.
By their very nature, statements concerning risks
and uncertainties that the Company faces in this
Annual financial Report involve uncertainty since
future events and circumstances can cause results
and developments to differ materially from those
that are anticipated. the forward-looking statements
contained in this Annual financial Report reflect
knowledge and information that were available at
the date of preparing this Report and the Company
undertakes no obligation to update these forward-
looking statements. further, nothing in this Report
should be construed as a profit forecast.
i hereby confirm that to the best of my knowledge:
(a) the consolidated financial statements, prepared
in accordance with international financial Reporting
Standards, and their interpretations adopted in the
European union, give a true and fair value of the
assets, liabilities, financial position and profit or
loss of federal Grid Company uES Group, and the
undertakings included in the consolidation taken as a
whole (the «Group»); and
(b) the management report includes a fair review of
the development and performance of the business and
the position of the Group, together with a description
of the principal risks and uncertainties that are faced.
277
maria Pichugina,
deputy Chairman of the management Board,
member of the management Board
April 29, 2016
the key reasons for the increase of the Group’s
debt relates to a placement of two new bond series
37 and 38 in the amount of RuR 40,000 million.
the effect was partially compensated by bond’s
redemption in the amount of RuR 23,210 million.
thus, as of 31 december of 2015 the fGC’s principal
debt increased by RuR 16.89 billion, or 6.5%, and
amounted to RuR 274.66 billion. the Company
meets their liabilities timely and in full.
▶ FGC’s debt portfolio dynamics, in billions of roubles
282.4
17.5
100.0
257.8
17.5
274.6
17.5
100.0
140.0
177.5
17.5
105.0
276
105.0
160.0
164.9
140.3
117.1
2011
2012
2013
2014
2015
Eurobonds
Infrastructure bonds
Bonds issues
the debt structure is represented by long-term
financial instruments featuring a comfortable
repayment schedule. the debt is 100% unsecured and
nominated in Russian roubles. there is no exchange
risk with regards to the debt.
and consequently lower sovereign credit rating of
Russian federation. despite that the Company’s
financial stability was at a high level which is proved
by domestic ratings with regards to independent credit
standing excluding government support factor.
Credit ratings
In January — February 2015 the Company’s credit
ratings got lowered by one grade on the rating
scales of Standard&Poor’s, Moody’s и Fitch Ratings.
Such dynamics was due to the rising since the early
2014 geopolitical risks, lower economic activity,
At the end of 2015 our credit ratings (national
scale): on Fitch Ratings’s scale — “Prime”, on
Standard&Poor’s and Moody’s scales — “High
Grade”. that proves key fGC’s activity indicators to
be in conformity with the levels required to repay
obligations timely and in full.
FGC’s credit ratings as of 31.12.2015
Standard & Poor’s
moody’s
Fitch Ratings
international scale
National scale
ВВ+ / “Negative”
Ва1/ “Stable”
ВВВ-/ “Negative”
ruAA+
Aa1.ru
AAA(rus)
APPEndiCES
to thE AnnuAl REPoR t
ifRS ConSolid AtEd finAnCi Al StAtEmEnt S
Appendix 13. ifRS Consolidated financial
Statements for 2015
PJSC “FGC UES”
CONSOLIDATED FINANCIAL STATEMENTS
PREPARED IN ACCORDANCE WITH
INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EU
278
FOR THE YEAR ENDED 31 DECEMBER 2015
AND AUDITORS’ REPORT
CONTENTS
Auditors’ Report
Consolidated Statement of Financial Position ......................................................................................................................5
Consolidated Statement of Profit or Loss and Other Comprehensive Income ...................................................................6
Consolidated Statement of Cash Flows .................................................................................................................................7
Consolidated Statement of Changes in Equity .....................................................................................................................8
Notes to the Consolidated Financial Statements
Note 1. PJSC “FGC UES” and its operations........................................................................................................ 10
Note 2. Basis of preparation .................................................................................................................................. 10
Note 3. Summary of significant accounting policies ............................................................................................. 13
Note 4. Principal subsidiaries ................................................................................................................................ 19
Note 5. Balances and transactions with related parties.......................................................................................... 19
Note 6. Property, plant and equipment .................................................................................................................. 21
Note 7. Intangible assets........................................................................................................................................ 24
Note 8. Investments in associates and joint ventures............................................................................................. 24
Note 9. Available-for-sale investments ................................................................................................................. 25
Note 10. Long-term receivables and other non-current and other current assets................................................... 25
Note 11. Cash and cash equivalents ...................................................................................................................... 26
Note 12. Bank deposits.......................................................................................................................................... 26
Note 13. Accounts receivable and prepayments.................................................................................................... 27
Note 14. Inventories .............................................................................................................................................. 28
Note 15. Equity...................................................................................................................................................... 28
Note 16. Income tax .............................................................................................................................................. 30
Note 17. Non-current debt..................................................................................................................................... 32
Note 18. Retirement benefit obligations................................................................................................................ 33
Note 19. Current debt and current portion of non-current debt ............................................................................. 35
Note 20. Accounts payable and accrued charges................................................................................................... 35
Note 21. Revenues and other operating income .................................................................................................... 35
Note 22. Operating expenses ................................................................................................................................. 36
Note 23. Finance income....................................................................................................................................... 36
Note 24. Finance costs........................................................................................................................................... 37
Note 25. Earnings / (loss) per ordinary share for profit / (loss) attributable to shareholders of FGC UES ........... 37
Note 26. Contingencies, commitments and operating risks................................................................................... 37
Note 27. Financial instruments and financial risks................................................................................................ 38
Note 28. Capital risk management ........................................................................................................................ 41
Note 29. Segment information .............................................................................................................................. 42
279
APPEndiCES
to thE AnnuAl REPoR t
ifRS ConSolid AtEd finAnCi Al StAtEmEnt S
280
281
APPEndiCES
to thE AnnuAl REPoR t
ifRS ConSolid AtEd finAnCi Al StAtEmEnt S
282
PJSC “FGC UES”
Consolidated Statement of Profit or Loss and Other Comprehensive Income
(in millions of Russian Rouble unless otherwise stated)
Notes
Year ended
31 December 2015
Year ended
31 December 2014
Revenues
Other operating income
Operating expenses
Impairment and revaluation loss on property, plant and equipment, net
Operating profit / (loss)
Finance income
Finance costs
Impairment of available-for-sale investments
Share of (loss) / profit of associates and joint ventures
Profit / (loss) before income tax
Income tax (expense) / benefit
Profit / (loss) for the period
Other comprehensive income / (loss)
Items that will not be reclassified subsequently to profit or loss
Change in revaluation reserve for property, plant and equipment
Remeasurements of retirement benefit obligations
Income tax relating to items that will not be reclassified
Total items that will not be reclassified to profit or loss
Items that are or may be reclassified subsequently to profit or loss
Change in fair value of available-for-sale investments
Impairment of available-for-sale investments recycled
to profit or loss
Foreign currency translation difference
Income tax relating to items that may be reclassified
Total items that are or may be reclassified to profit or loss
Other comprehensive income for the period, net of income tax
Total comprehensive income for the period
Profit / (loss) attributable to:
Shareholders of FGC UES
Non-controlling interest
Total comprehensive income / (loss) attributable to:
Shareholders of FGC UES
Non-controlling interest
Profit / (loss) per ordinary share for loss attributable to
shareholders of FGC UES – basic and diluted (in Russian Rouble)
21
21
22
6
23
24
9
8
16
6
18
16
9
9
8
16
25
25
187,041
4,001
(130,963)
(2,850)
57,229
8,701
(9,635)
-
(8)
56,287
(12,189)
44,098
117
(3,005)
570
(2,318)
7,776
-
(152)
(1,556)
6,068
3,750
47,848
44,768
(670)
48,499
(651)
0.036
175,968
5,618
(126,137)
(70,775)
(15,326)
5,070
(6,249)
(6,027)
19
(22,513)
1,912
(20,601)
50,562
1,699
(10,253)
42,008
(6,488)
6,027
650
6
195
42,203
21,602
(21,581)
980
19,686
1,916
(0.017)
The accompanying notes are an integral part of these Consolidated Financial Statements
6
283
APPEndiCES
to thE AnnuAl REPoR t
ifRS ConSolid AtEd finAnCi Al StAtEmEnt S
22
22
22
6
9
8
22
22
23
24
284
PJSC “FGC UES”
Consolidated Statement of Cash Flows
(in millions of Russian Rouble unless otherwise stated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Profit / (loss) before income tax
Adjustments to reconcile profit / (loss) before
income tax to net cash provided by operations
Depreciation of property, plant and equipment
Loss / (gain) on disposal of property, plant and equipment
Amortisation of intangible assets
Impairment and revaluation loss of property, plant and
equipment, net
Impairment of available-for-sale investments
Share of result of associates
Accrual of allowance for doubtful debtors
Share-based compensation
Finance income
Finance costs
Other non-cash operating income
Operating cash flows before working capital changes
and income tax paid
Working capital changes:
Increase in accounts receivable and prepayments
Increase in inventories
Decrease / (increase) in other non-current assets
Increase / (decrease) in accounts payable and accrued
charges
Decrease in retirement benefit obligations
Income tax received
Net cash generated by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Purchase of intangible assets
Redemption of promissory notes
Investment in bank deposits
Redemption of bank deposits
Dividends received
Purchase of subsidiary
Loans given
Sale of subsidiary
Interest received
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from non-current borrowings
Repayment of current and non-current borrowings
Repayment of lease
Dividends paid
Interest paid
Government grants received
Net cash used in financing activities
Net (decrease) / increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the
period
Cash and cash equivalents at the end of the period
11
11
Notes
Year ended
31 December 2015
Year ended
31 December 2014
56,287
(22,513)
39,447
3,699
1,481
2,850
-
8
7,063
-
(8,701)
9,635
(74)
111,695
(12,824)
(5,607)
387
6,299
(2,833)
906
98,023
(75,604)
1,980
(948)
667
(30,422)
337
21
(293)
(1,000)
568
7,452
(97,242)
40,099
(23,210)
(150)
(840)
(30,572)
-
(14,673)
(13,892)
42,068
28,176
43,365
(429)
3,773
70,775
6,027
(19)
2,887
6
(5,070)
6,249
(78)
104,973
(7,946)
(2,430)
(69)
(1,185)
(330)
-
93,013
(76,899)
3,525
(830)
2,923
(688)
39,573
1
-
-
-
4,336
(28,059)
1
(24,582)
(150)
(436)
(22,279)
2,933
(44,513)
20,441
21,627
42,068
7
The accompanying notes on are an integral part of these Consolidated Financial Statements
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PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 1. PJSC “FGC UES” and its operations
Public Joint-Stock Company “Federal Grid Company of Unified Energy System” (“FGC UES” or the “Company”)
was established in June 2002 for the purpose of operating and managing the electricity transmission grid
infrastructure of the Russian Unified National Electric Grid (the “UNEG”).
FGC UES and its subsidiaries (the “Group”) act as the natural monopoly operator for the UNEG. The Group’s
principal operating activities consist of providing electricity transmission services, providing connection to the
electricity grid, maintaining the electricity grid system, technical supervision of grid facilities and investment
activities in the development of the UNEG. The majority of the Group’s revenues are generated via tariffs for
electricity transmission, which are approved by the Russian Federal Antimonopoly Service (the “FAS” – legal
successor of the Federal Tariff Service, abolished on 21 July 2015) based on the Regulatory Asset Base (“RAB”)
regulation. FGC UES's main customers are distribution grid companies (“IDGCs”), certain large commercial end
customers and retail electricity supply companies.
On 14 June 2013 the Government of the Russian Federation (the “RF”) transferred its stake in FGC UES to
PJSC “Russian Grids” (former OJSC “IDGC Holding”), the holding company of an electricity distribution group,
controlled by the Government of the RF. As at 31 December 2015, FGC UES was 80.13% owned and controlled by
PJSC “Russian Grids”. The remaining shares are traded on Moscow Interbank Currency Exchange and as Global
Depository Receipts on the London Stock Exchange.
The registered office of the Company is located at 5A Akademika Chelomeya Street, Moscow 117630, Russian
Federation.
Relationships with the state. The Government of the RF is the ultimate controlling party of FGC UES. The
Government directly affects the Group's operations via regulation over tariff by the FAS and its investment
program is subject to approval by both the FAS and the Ministry of Energy. Ultimately the Government supports
the Group due to its strategic position in the Russian Federation. The Government's economic, social and other
policies could have a material impact on the Group’s operations.
Business environment. The Group’s operations are primarily located in the Russian Federation. Consequently, the
Group is exposed to the economic and financial markets of the Russian Federation which display characteristics
of an emerging market. The legal, tax and regulatory frameworks continue development, but are subject to varying
interpretations and frequent changes which together with other legal and fiscal impediments contribute to the
challenges faced by entities operating in the Russian Federation. (Note 26).
The conflict in Ukraine and related events has increased the perceived risks of doing business in the Russian
Federation. The imposition of economic sanctions on Russian individuals and legal entities by the European Union,
the United States of America, Japan, Canada, Australia and others, as well as retaliatory sanctions imposed by the
Russian government, has resulted in increased economic uncertainty including more volatile equity markets, a
depreciation of the Russian Ruble, a reduction in both local and foreign direct investment inflows and a significant
tightening in the availability of credit. In particular, some Russian entities may be experiencing difficulties in
accessing international equity and debt markets and may become increasingly dependent on Russian state banks
to finance their operations. The longer term effects of recently implemented sanctions, as well as the threat of
additional future sanctions, are difficult to determine.
The consolidated financial statements (“Consolidated Financial Statements”) reflect management’s assessment of
the impact of the Russian business environment on the operations and the financial position of the Group. The
future business environment may differ from management’s assessment.
Note 2. Basis of preparation
Statement of compliance. These Consolidated Financial Statements have been prepared in accordance with, and
comply with, International Financial Reporting Standards (“IFRS”) and its interpretations as adopted by the
European Union (the “EU”).
Each enterprise of the Group individually maintains its own books of accounts and prepares its statutory financial
statements in accordance with the Regulations on Accounting and Reporting of the RF (“RAR”). The
accompanying Consolidated Financial Statements are based on the statutory records and adjusted and reclassified
for the purpose of fair presentation in accordance with IFRS.
Functional and presentation currency. The Russian Rouble (“RR”) is functional currency for FGC UES and the
currency in which these Consolidated Financial Statements are presented. All financial information presented in RR
have been rounded to the nearest million, unless otherwise stated.
New accounting developments not yet adopted. A number of new Standards, amendments to Standards and
Interpretations are not yet effective as at 31 December 2015, and have not been applied in preparing these
consolidated financial statements. Of these pronouncements, potentially the following will have an impact on the
Group’s operations. The Group plans to adopt these pronouncements when they become effective.
10
287
APPEndiCES
to thE AnnuAl REPoR t
ifRS ConSolid AtEd finAnCi Al StAtEmEnt S
288
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 2. Basis of preparation (continued)
New or
amended
standard
Summary of the requirements
IFRS 9
Financial
Instruments
IFRS 15
Revenue
from
Contracts
with
Customers
IFRS 16
Leases
IFRS 9, published in July 2014, replaces the existing
guidance in IAS 39 Financial Instruments: Recognition and
Measurement. IFRS 9 includes revised guidance on the
classification and measurement of financial instruments,
including a new expected credit loss model for calculating
impairment on financial assets, and the new general hedge
accounting requirements. It also carries forward the guidance
on recognition and derecognition of financial instruments
from IAS 39.
IFRS 9 is effective for annual reporting periods beginning on
or after 1 January 2018, with early adoption permitted.
IFRS 15 establishes a comprehensive framework for
determining whether, how much and when revenue is
recognised. It replaces existing revenue recognition guidance,
including IAS 18 Revenue, IAS 11 Construction Contracts
and IFRIC 13 Customer Loyalty Programmes.
The core principle of the new standard is that an entity
recognises revenue to depict the transfer of promised goods or
services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in
exchange for those goods or services. The new standard
results in enhanced disclosures about revenue, provides
guidance for transactions that were not previously addressed
comprehensively and improves guidance for multiple-element
arrangements.
IFRS 15 is effective for annual reporting periods beginning
on or after 1 January 2018, with early adoption permitted.
IFRS 16 replaces the existing lease accounting guidance in
IAS 17 Leases, IFRIC 4 Determining whether an
Arrangement contains a lease, SIC-15 Operating Leases –
Incentives and SIC-27 Evaluating the Substance of
Transactions Involving the Legal Form of a Lease. It
eliminates the current dual accounting model for lessees,
which distinguishes between on-balance sheet finance leases
and off-balance sheet operating leases. Instead, there is a
single, on-balance sheet accounting model that is similar to
current finance lease accounting.
Lessor accounting remains similar to current practice – i.e.
lessors continue to classify leases as finance and operating
leases.
IFRS 16 is effective for annual reporting periods beginning
on or after 1 January 2019, early adoption is permitted if
IFRS 15 Revenue from Contracts with Customers is also
adopted
Possible impact on
consolidated financial
statements
The Group is assessing the
potential impact on its
consolidated financial
statements resulting from the
application of IFRS 9.
The Group is assessing the
potential impact on its
consolidated financial
statements resulting from the
application of IFRS 15.
The Group is assessing the
potential impact on its
consolidated financial
statements resulting from the
application of IFRS 16
The following new or amended standards are not expected to have a significant impact of the Group’s consolidated
financial statements.
•
IFRS 14 Regulatory Deferral Accounts.
• Accounting for Acquisitions of Interests in Joint Operations (Amendments to IFRS 11).
• Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to IAS 16 and IAS 38).
• Equity Method in Separate Financial Statements (Amendments to IAS 27).
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 2. Basis of preparation (continued)
•
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS
10 and IAS 28).
• Annual Improvements to IFRSs 2012–2014 Cycle – various standards.
•
Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10, IFRS 12 and IAS 28).
• Disclosure Initiative (Amendments to IAS 1).
Critical accounting estimates and assumptions Management makes a number of estimates and assumptions that
are continually evaluated and may differ from the related actual results. The estimates and assumptions that have
the most significant effect on the amounts recognised in these Consolidated Financial Statements and estimates
that can cause a significant adjustment to the carrying amount of assets and liabilities within the next financial year
include:
Carrying value of property, plant and equipment (Note 6). The Group uses the revaluation model for property,
plant and equipment. The last external valuation was performed as at 31 December 2014. As at 31 December 2015
there have been no significant changes in the income projections for the Group. Based on depreciated replacement
cost projections management concluded that the fair value of Property, plant and equipment does not differ
materially from its carrying amount. No valuation has been performed.
Carrying value of investment in PJSC “INTER RAO UES” (Note 9). As at 31 December 2015 the Group owns
18.57% of the voting shares of PJSC “INTER RAO UES” (“INTER RAO”). Management has assessed the level
of influence that the Group has on INTER RAO, taking into account its limitation to obtain any additional financial
information which may be an indicator of such influence, and determined that it does not have significant influence.
Consequently, this investment is classified as available-for-sale investment.
Decline in the fair value of available-for-sale equity investments (Note 9). The Group determines that available-
for-sale equity investments are impaired when there has been a significant or prolonged decline in the fair value
below its cost. The determination of what is significant or prolonged requires judgement. In making this judgement,
the Group evaluates, among other factors, the volatility in share price and trend in share price movements during
the period of analysis.
Tax contingencies. Russian tax legislation is subject to varying interpretations and changes, which can occur frequently.
Where the Group management believes it is probable that their interpretation of the relevant legislation and the Group’s
tax positions cannot be sustained, an appropriate amount is accrued in the consolidated financial statements. The possible
tax claims in respect of certain open tax positions of the Group companies are disclosed in Note 26.
Measurement of fair values. When measuring the fair value of an asset or a liability, the Group uses market
observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based
on the inputs used in the valuation techniques as follows.
•
•
•
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the
fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value
hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during
which the change has occurred.
Further information about the assumptions made in measuring fair values is included in the following notes:
• Note 6 – Property, plant and equipment;
• Note 10 – Long-term receivables and other non-current and other current assets;
• Note 17 – Non-current debt;
• Note 27 – Financial instruments and financial risk.
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Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 3. Summary of significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these Financial
Statements, and have been applied consistently by Group entities.
Certain comparative amounts have been reclassified to conform with the current year’s presentation.
Principles of consolidation. Subsidiaries are entities (including special purpose entities) controlled by the Group.
The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its power over the entity. The financial statements of
subsidiaries are included in the consolidated financial statements from the date that control commences until the
date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them
with the policies adopted by the Group. Losses applicable to the non-controlling interests in a subsidiary are
allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a deficit
balance.
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group
transactions, are eliminated.
Purchases of subsidiaries from parties under common control. Purchases of subsidiaries from parties under
common control are accounted for using the predecessor values method. Under this method the consolidated
financial statements of the combined entity are presented as if the businesses had been combined prospectively
from the date on which business combination between entities under common control occurred. The assets and
liabilities of the subsidiary transferred under common control are at the predecessor entity’s carrying amounts. The
predecessor entity is considered to be the highest reporting entity in which the subsidiary’s IFRS financial
information was consolidated. Related goodwill inherent in the predecessor entity’s original acquisitions is also
recorded in the consolidated financial statements. Any consideration for the acquisition is accounted for in the
consolidated financial statements as an adjustment to retained earnings within equity.
Associates and joint ventures. Associates and joint ventures are entities over which the Company has significant
influence (directly or indirectly), but not control, generally accompanying a shareholding of between 20 and 50
percent of the voting rights. Investments in associates and joint ventures are accounted for using the equity method
of accounting and are initially recognised at cost. The carrying amount of associates and joint ventures includes
goodwill identified on acquisition and is reduced by accumulated impairment losses, if any. The Group
discontinues the use of the equity method of accounting from the date when it ceases to have significant influence
in the associate.
The Group’s share of the post-acquisition profits or losses of associates and joint ventures is recorded in profit or
loss, and its share of other comprehensive income of associates and joint ventures is recognised in the Group’s
other comprehensive income. When the Group’s share of losses in an associate and joint ventures equals or exceeds
its interest in the associate and joint ventures, including any other unsecured receivables, the Group does not
recognise further losses, unless it has incurred obligations or made payments on behalf of the associates and joint
ventures.
Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the
extent of the Group’s interest in the associates and joint ventures; unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates and joint
ventures have been changed where necessary to ensure consistency with the policies adopted by the Group.
Classification of financial assets. The Group holds financial assets of the following measurement categories: loans
and receivables and available-for-sale financial assets.
Loans and receivables are unquoted non-derivative financial assets with fixed or determinable payments other
than those that the Group intends to sell in the near term.
All other financial assets are included in the available-for-sale category, which includes investment securities
which the Group intends to hold for an indefinite period of time and which may be sold in response to needs for
liquidity or changes in interest rates, exchange rates or equity prices.
Classification of financial liabilities. The Group classifies non-derivative financial liabilities into the other
financial liabilities category. These financial liabilities are carried at amortised cost using the effective interest
method. Other financial liabilities comprise loans and borrowings, bank overdrafts, and trade and other payables.
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 3. Summary of significant accounting policies (continued)
Initial recognition of financial instruments. The Group’s financial instruments are initially recorded at fair value
plus transaction costs. Fair value at initial recognition is best evidenced by the transaction price. A gain or loss on
initial recognition is only recorded if there is a difference between fair value and transaction price which can be
evidenced by other observable current market transactions in the same instrument or by a valuation technique
whose inputs include only data from observable markets.
Derecognition of financial assets. The Group derecognises financial assets when (a) the assets are redeemed or
the rights to cash flows from the assets otherwise expired or (b) the Group has transferred the rights to the cash
flows from the financial assets or entered into a qualifying pass-through arrangement while (i) also transferring
substantially all the risks and rewards of ownership of the assets or (ii) neither transferring nor retaining
substantially all risks and rewards of ownership but not retaining control. Control is retained if the counterparty
does not have the practical ability to sell the asset in its entirety to an unrelated third party without needing to
impose additional restrictions on the sale.
Available-for-sale investments. The Group classifies investments as available-for-sale at the time of purchase.
Available-for-sale investments are carried at fair value. Dividends on available-for-sale equity instruments are
recognised in profit or loss when the Group’s right to receive payment is established and it is probable that the
dividends will be collected. All other elements of changes in the fair value are recognised in other comprehensive
income until the investment is derecognised or impaired at which time the cumulative gain or loss is reclassified
from other comprehensive income to profit or loss for the period.
Impairment losses are recognised in profit or loss when incurred as a result of one or more events (“loss events”)
that occurred after the initial recognition of available-for-sale investments.
Any change in fair value of equity instruments is initially accumulated in other comprehensive income.
A significant or prolonged decline in the fair value of an equity security below its cost is an indicator that it is
impaired. If asset is considered to be impaired at the reporting date, the cumulative impairment loss (measured as
the difference between the acquisition cost and the current fair value, less any impairment loss on that asset
previously recognised in profit or loss) is removed from other comprehensive income and recognised in profit or
loss. Impairment losses on equity instruments are not reversed through profit or loss.
Foreign currency. Monetary assets and liabilities, which are held by the Group entities and denominated in foreign
currencies at the end of the reporting period, are translated into Russian Roubles at the official exchange rates
prevailing at that date. Foreign currency transactions are accounted for at the exchange rates prevailing at the date
of the transaction. Gains and losses resulting from the settlement of such transactions and from the translation of
monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
As at 31 December 2015, the official rate of exchange as determined by the Central Bank of the Russian Federation,
between the Russian Rouble and the US Dollar was RR 72.88:US Dollar 1.00 (31 December 2014: RR 56.26:US
Dollar 1.00); between the Russian Rouble and Euro: RR 79.70:Euro 1.00 (31 December 2014: RR 68.34:Euro
1.00).
Property, plant and equipment. Property, plant and equipment are stated at revalued amounts less any subsequent
accumulated depreciation and any subsequent accumulated impairment losses, where required.
Property, plant and equipment are subject to revaluation on a regular basis to ensure that the carrying amount does
not differ materially from that which is determined using the fair value at the end of the reporting period. The
frequency of revaluation depends upon the movements in the fair values of the assets being revalued. Increases in
the carrying amount arising on revaluation of property, plant and equipment are credited to other comprehensive
income and increase the revaluation reserve in equity; the increase is recognised in current period profits to the
extent that it reverses previously recognised impairment loss of the same assets.
Decreases that offset previous increases of the same asset are recognised in other comprehensive income and
decrease the previously recognised revaluation reserve in equity; all other decreases are recognised in profit or loss
for the period. Any accumulated depreciation at the date of revaluation is eliminated against the gross amount of
the assets, and the net amount is restated to the revalued amount of the asset.
The revaluation reserve in respect of an item of property, plant and equipment is transferred directly to retained
earnings when the item is derecognised (on the retirement or disposal of the asset).
Renewals and improvements are capitalised and the assets replaced are retired. The cost of minor repair and
maintenance are expensed as incurred. Gains and losses arising from the retirement of property, plant and
equipment are included in profit or loss as incurred.
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PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 3. Summary of significant accounting policies (continued)
Depreciation on property, plant and equipment is calculated on a straight-line basis over the estimated useful life
of the asset when it is available for use. The useful lives are reviewed at each financial year end and, if expectations
differ from previous estimates, the changes are recognised prospectively.
The useful lives, in years, of assets by type of facility are as follows:
Buildings
Electric power transmission grids
Substations
Other
Useful lives
50-80
20-50
15-30
5-50
At each reporting date the management assesses whether there is any indication of impairment of property, plant
and equipment. If any such indication exists, the management estimates the recoverable amount, which is
determined as the higher of an asset’s fair value less costs to sell and its value in use. The carrying amount is
reduced to the recoverable amount and the impairment loss is recognised as current period loss to the extent it
exceeds the previous revaluation surplus in equity on the same asset. An impairment loss recognised for an asset
in prior years is reversed if there has been a change in the estimates used to determine the asset’s value in use or
fair value less costs to sell.
Intangible assets. All of the Group’s intangible assets have definite useful lives and primarily include capitalised
computer software and licences.
Acquired computer software and licences are capitalised on the basis of the costs incurred to acquire and bring
them to use. Costs that are directly associated with the production of identifiable and unique software products
controlled by the Group, and that will probably generate economic benefits, are recognised as intangible assets.
After initial recognition, intangible assets are carried at cost less accumulated amortisation and any accumulated
impairment losses. Amortisation of intangible assets is calculated on a straight-line basis over the useful lives.
At each reporting date the management assesses whether there is any indication of impairment of intangible assets.
If impaired, the carrying amount of intangible assets is written down to the higher of value in use and fair value
less cost to sell.
Research costs are recognised as an expense as incurred. Costs incurred on development projects are recognised
as intangible assets only when the Group can demonstrate the technical feasibility of completing the intangible
asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how
the asset will generate future economic benefits, the availability of resources to complete and the ability to measure
reliably the expenditure incurred during the development. Other development expenditures are recognised as an
expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a
subsequent period. The carrying value of development costs is reviewed for impairment annually.
Cash and cash equivalents. Cash comprises cash in hand and cash deposited on demand at banks. Cash equivalents
comprise short-term highly liquid investments that are readily convertible into cash and have a maturity of three
months or less from the date of origination and are subject to insignificant changes in value. Cash and cash
equivalents are carried at amortised cost using the effective interest method.
Bank deposits. Bank deposits comprise cash deposited at banks with a maturity date of more than three months
from the acquisition date. Bank deposits are carried at amortised cost using the effective interest method.
Promissory notes. Promissory notes are financial assets with fixed or determinable cash flows recognised initially
at fair value and subsequently carried at amortised cost using the effective interest method.
Trade and other receivables. Trade and other receivables are recorded inclusive of value added tax (VAT). Trade
and other receivables are initially recognised at fair value and subsequently carried at amortised cost using the
effective interest method.
Impairment of financial assets carried at amortised cost. Impairment losses are recognised in profit or loss when
incurred as a result of one or more events (“loss events”) that occurred after the initial recognition of the financial
asset and which have an impact on the amount or timing of the estimated future cash flows of the financial asset
or group of financial assets that can be reliably estimated. The primary factors that the Group considers in
determining whether a financial asset is impaired are its overdue status and realisability of related collateral, if
any.
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 3. Summary of significant accounting policies (continued)
If the terms of an impaired financial asset held at amortised cost are renegotiated or otherwise modified because
of financial difficulties of the counterparty, impairment is measured using the original effective interest rate before
the modification of terms.
Impairment losses are always recognised through an allowance account to write down the asset’s carrying amount
to the present value of expected cash flows (which exclude future credit losses that have not been incurred)
discounted at the original effective interest rate of the asset. The calculation of the present value of the estimated
future cash flows of a collateralised financial asset reflects the cash flows that may result from foreclosure less
costs for obtaining and selling the collateral, whether or not foreclosure is probable.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to
an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the
previously recognised impairment loss is reversed by adjusting the allowance account in profit or loss.
Uncollectible assets are written off against the related impairment loss provision after all the necessary procedures
to recover the asset have been completed and the amount of the loss has been determined. Subsequent recoveries
of amounts previously written off are credited to impairment loss account in profit or loss.
Prepayments. Prepayments are carried at cost less provision for impairment. A prepayment is classified as non-
current when the goods or services relating to the prepayment are expected to be obtained after one year, or when the
prepayment relates to an asset which will itself be classified as non-current upon initial recognition. If there is an
indication that the assets, goods or services relating to a prepayment will not be received, the carrying value of the
prepayment is written down accordingly and a corresponding impairment loss is recognised in profit or loss.
Inventories. Inventories mostly include repair materials and spare parts for transmission assets. Inventories are
valued at the lower of cost and net realisable value. Cost of inventory is determined on the weighted average basis.
Net realisable value is the estimated selling price in the ordinary course of business, less selling expenses.
Value added tax. Output value added tax related to sales is payable to tax authorities on the earlier of (a) collection
of receivables from customers or (b) delivery of goods or services to customers. Input VAT is generally recoverable
against output VAT upon receipt of the VAT invoice. The tax authorities permit the settlement of VAT on a net
basis. VAT related to sales and purchases is recognised in the consolidated statement of financial position on a net
basis and disclosed as an asset or liability. Where provision has been made for impairment of receivables,
impairment loss is recorded for the gross amount of the debtor, including VAT.
Income taxes. Income taxes have been provided for in these Consolidated Financial Statements in accordance with
Russian legislation enacted or substantively enacted by the end of the reporting period. The income tax charge
comprises current tax and deferred tax and is recognised in the profit or loss unless it relates to transactions that
are recognised, in the same or a different period, in other comprehensive income.
Current tax is the amount expected to be paid to or recovered from the taxation authorities in respect of taxable
profits/losses for the current and prior periods. Taxes other than on income are recorded as operating expenses.
Deferred income tax is provided using the balance sheet liability method for tax loss carry forwards and temporary
differences arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes. In accordance with the initial recognition exemption, deferred taxes are not recorded for temporary
differences on initial recognition of an asset or a liability in a transaction other than a business combination if the
transaction, when initially recorded, affects neither accounting nor taxable profit.
Deferred tax balances are measured at tax rates enacted or substantively enacted at the end of the reporting period
which are expected to apply to the period when the temporary differences will reverse or the tax loss carry forwards
will be utilised. Deferred tax assets and liabilities are netted only within the individual companies of the Group.
Deferred tax assets for deductible temporary differences and tax loss carry forwards are recorded only to the extent
that it is probable that future taxable profit will be available against which the deductions can be utilised.
Deferred income tax is provided on post-acquisition retained earnings and other post acquisition movements in
reserves of subsidiaries, except where the Group controls the subsidiary’s dividend policy and it is probable that
the difference will not reverse through dividends or otherwise in the foreseeable future.
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PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 3. Summary of significant accounting policies (continued)
The Group's uncertain tax positions are reassessed by management at each end of the reporting period. Liabilities
are recorded for income tax positions that are determined by management as more likely than not to result in
additional taxes being levied if the positions were to be challenged by the tax authorities. The assessment is based
on the interpretation of tax laws that have been enacted or substantively enacted by the end of the reporting period
and any known court or other rulings on such issues. Liabilities for penalties, interest and taxes other than on
income are recognised based on management’s best estimate of the expenditure required to settle the obligations
at the end of the reporting period.
Trade accounts payable and accrued charges. Trade accounts payable are stated inclusive of value added tax.
Trade payables are accrued when the counterparty performed its obligations under the contract. Accounts payable
are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.
Advances received. Advances received are primarily a deferred income for the future connection services and are
stated at nominal amount.
Debt. Debt is recognised initially at its fair value plus transaction costs that are directly attributable to its issue.
Fair value is determined using the prevailing market rates of interest for similar instruments, if significantly
different from the transaction price. In subsequent periods, debt is stated at amortised cost using the effective
interest method; any difference between the fair value of the proceeds (net of transaction costs) and the redemption
amount is recognised in profit or loss as an interest expense over the period of the debt obligation.
Borrowing costs are expensed in the period in which they are incurred if not related to purchase or construction of
qualifying assets. Borrowing costs directly attributable to the acquisition, construction or production of assets that
necessarily take a substantial time to get ready for intended use or sale (qualifying assets) are capitalised as part of
the costs of those assets. The commencement date for capitalisation is when the Group (a) incurs expenditures for
the qualifying asset; (b) incurs borrowing costs; and (c) undertakes activities that are necessary to prepare the asset
for its intended use or sale. Capitalisation of borrowing costs continues up to the date when the assets are
substantially ready for their use or sale. The Group capitalises borrowing costs that could have been avoided if it
had not made capital expenditure on qualifying assets. Borrowing costs capitalised are calculated at the Group’s
average funding cost (the weighted average interest cost is applied to the expenditures on the qualifying assets),
except to the extent that funds are borrowed specifically for the purpose of obtaining a qualifying asset. Where this
occurs, actual borrowing costs incurred less any investment income on the temporary investment of those
borrowings are capitalised.
Pension and post-employment benefits. In the normal course of business the Group makes mandatory social
security contributions to the Pension Fund of the RF on behalf of its employees. These contributions are expensed
when incurred and included in employee benefit expenses and payroll taxes in profit or loss.
In addition, the Group maintains a number of post-employment and other long-term benefit plans which are defined
benefit in nature. These plans include life pension, lump sum upon retirement, financial support after retirement,
jubilee and death benefits and cover majority of the Group’s employees. Under the pension plan amount of pension
benefits that an employee will receive after retirement dependents on his date of birth, number of years of service,
position, salary and presence of awards. The Group settles its liability to provide life pension through a non-state
pension fund. However, the assets held in the non-state pension fund do not meet definition of plan assets in
accordance with IAS 19(2011). These assets are accounted for as other non-current assets. Other benefits, apart
from life pension payable via the non-state pension fund, are provided when they are due directly by the Group.
The liability recognised in the consolidated statement of financial position in respect of defined benefit pension
plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of
plan assets, together with adjustments for unrecognised past-service costs. The defined benefit obligation is
calculated annually by independent actuaries using the projected unit credit method. The present value of the
defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of
government bonds that have terms to maturity approximating the terms of the related pension liabilities.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged
or credited to equity in other comprehensive income in the period in which they arise. Past-service costs are
recognised immediately in income.
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 3. Summary of significant accounting policies (continued)
Operating leases. Where the Group is a lessee in a lease which does not transfer substantially all the risk and
rewards incidental to ownership from the lessor to the Group, the total lease payments, including those on expected
termination, are charged to profit or loss on a straight-line basis over the period of the lease.
Finance lease liabilities. Where the Group is a lessee in a lease which transferred substantially all the risks and
rewards incidental to ownership to the Group, the assets leased are capitalised in property, plant and equipment at
the commencement of the lease at the lower of the fair value of the leased asset and the present value of the
minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to
achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of future
finance charges, are included in debts. The interest cost is charged to profit or loss over the lease period using the
effective interest method. The assets acquired under finance leases are depreciated over their useful life or the
shorter lease term if the Group is not reasonably certain that it will obtain ownership by the end of the lease term.
Treasury shares. Treasury shares are stated at weighted average cost. Any gains or losses arising on the disposal
of treasury shares are recorded directly in shareholders’ equity.
Dividends. Dividends are recognised as a liability and deducted from equity at the end of the reporting period only
if they are declared (approved by shareholders) before or on the end of the reporting period. Dividends are
disclosed when they are declared after the end of the reporting period, but before the consolidated financial
statements are authorised for issue.
Non-controlling interest. Non-controlling interest represents minority’s proportionate share of the equity and
comprehensive income of the Group’s subsidiaries. This has been calculated based upon the non-controlling
interests’ ownership percentage of these subsidiaries. Specific rights on liquidation for preference shareholders of
subsidiaries are included in the calculation of non-controlling interests. The Group uses the ‘economic entity’
approach to the recognition of non-controlling interest. Any gains or losses resulting from the purchases and sales
of the non-controlling interests are recognised in the consolidated statement of changes in equity.
Revenue recognition. Revenue amounts are presented exclusive of value added tax. Revenue from rendering the
electricity transmission services is recognised in the period when the services are provided. Revenue from sales of
electricity is recognised on the delivery of electricity. Revenue from connection services represents a non-refundable
fee for connecting the customer to the electricity grid network and is recognised when the customer is connected to the
grid network. Revenue is measured at the fair value of the consideration received or receivable.
Revenue from construction services are recognised in the accounting period in which the services are rendered, by
reference to stage of completion of the specific transaction assessed on the basis of the actual service provided as
a proportion of the total services to be provided.
Government grants. Government grants are recognised initially as deferred income at fair value when there is
reasonable assurance that they will be received and that the Group will comply with the conditions associated with
the grant and are then recognised in profit or loss as other income on a systematic basis over the useful life of the
asset. Grants that compensate the Group for expenses incurred are recognised in profit or loss as other income on
a systematic basis in the same periods in which the expenses are recognised.
Share capital. Ordinary shares with discretionary dividends are classified as equity upon completion of share issue and
registration of the issue in the Federal Financial Markets Service. Any excess of the fair value of consideration
received over the par value of shares issued is recorded as share premium in equity.
Earnings per share. Earnings per share are determined by dividing the profit or loss attributable to owners of the
Company by the weighted average number of participating shares outstanding during the reporting period.
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PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 4. Principal subsidiaries
All subsidiaries are incorporated and operate in the Russian Federation.
The principal subsidiaries as at 31 December 2015 and 31 December 2014 are presented below:
Name
Transmission companies:
OJSC “The Kuban trunk grids”
OJSC “The Tomsk trunk grids”
Other companies
OJSC “Nurenergo”
OJSC “Mobile gas-turbine electricity plants”
OJSC “Research and development centre of FGC
UES”
OJSC “Dalenergosetproject”
OJSC “Specialised electricity transmission service
company of the UNEG”
JSC “Engineering and construction management
centre of Unified Energy System”
LLC “Index energetiki – FGC UES”
31 December 2015
31 December 2014
Ownership, % Voting, % Ownership, % Voting, %
49.0
52.0
77.0
100.0
100.0
100.0
100.0
100.0
100.0
49.0
59.9
77.0
100.0
100.0
100.0
100.0
100.0
100.0
49.0
52.0
77.0
100.0
100.0
100.0
49.0
59.9
77.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
Transmission companies. OJSC “The Kuban trunk grids” and OJSC “The Tomsk trunk grids” own the UNEG
assets which are maintained and operated by the Company.
The Group holds 49% of the voting rights in OJSC “Kuban trunk grids”, a fully consolidated subsidiary. The
Group controls this entity as it has the power to govern the financial and operating policies of this subsidiary on
the basis of a significant shareholding combined with other factors which allow the Group to exercise control,
most importantly: FGC UES has appointed the majority or of the members of the Board of Directors, FGC UES
is the dominant owner and FGC UES has in substance full control of all aspects of the entity’s assets and
operations.
OJSC “Nurenergo” performs electricity distribution and sale activity in the Republic of Chechnya. Due to the
difficult operating environment in the Republic of Chechnya, OJSC “Nurenergo” has negative net assets. In 2015
the company lost the status of the electricity supplier and stopped performing electricity distribution and sale
activities.
OJSC “Mobile gas-turbine electricity plants”. The primary activity of the company is generating and sale of
electricity provided by mobile gas-turbine electricity plants used in power deficient points of the power system or
in peak periods as temporary source of additional capacity.
OJSC “Research and development centre of FGC UES” is a research and development project institution in the
sphere of electric power.
OJSC “Dalenergosetproject” is a grid engineering company.
OJSC “Specialised electricity transmission service company of the UNEG”. The main activities of this company
are technical inspection, maintenance and regular and emergency repairs of power grids and other electric power
facilities of the UNEG.
JSC “Engineering and construction management centre of Unified Energy System”. The main activity of this
company is functioning as a customer-developer in capital construction projects associated with the reconstruction
and technical modernisation of electricity supply facilities and infrastructure.
LLC “Index energetiki – FGC UES” (“Index Energetiki”) owns minority shares in PJSC “INTER RAO UES” and
PJSC “Russian Grids” (former OJSC “IDGC Holding”).
Note 5. Balances and transactions with related parties
Government-related entities. In the normal course of business the Group enters into transactions with
government-related entities – entities, controlled, jointly controlled or significantly influenced by the
Government of the RF. Large portion of the Group's primary activity – transmission services are rendered to
government-related entities at the regulated tariffs. The Group borrows funds from government-related banks at
the prevailing market rates. Taxes are accrued and settled in accordance with Russian tax legislation.
19
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 5. Balances and transactions with related parties (continued)
During the years ended 31 December 2015 and 31 December 2014 the Group had the following significant
transactions with government-related entities:
Transmission revenue
Electricity sales
Connection services
Purchased electricity for production needs
Year ended
31 December 2015
143,239
3,066
12,046
(7,971)
Year ended
31 December 2014
136,232
2,758
1,616
(7,375)
Significant balances with government-related entities are presented below:
Cash and cash equivalents
Bank deposits
Long-term accounts receivable
Other non-current assets
Other current assets
Trade receivables
31 December 2015
15,454
16,269
14,229
21
16
31 December 2014
41,474
130
2,627
38
47
(net of allowance for doubtful debtors of RR 7,656 million as at 31
December 2015 and RR 3,236 million as at 31 December 2014)
Other receivables
(net of allowance for doubtful debtors of RR 1,235 million as at 31
December 2015 and RR 919 million as at 31 December 2014)
Available-for-sale investments
Advances to construction companies and suppliers of property, plant and
equipment (included in construction in progress)
Accounts payable to the shareholders of FGC UES
Non-current debt
Current debt
Accounts payable and accrued charges
29,237
2,009
22,271
912
(6)
(416)
(104)
(22,537)
31,778
1,870
14,384
1,119
(8)
(519)
(141)
(21,220)
As at 31 December 2015 and 2014 the Group had long-term undrawn committed financing facilities with
government-related banks of RR 105,000 million with the interest rates not exceeding 14% and the maturity dates
from 2018 to 2026. There were no short-term undrawn committed financing facilities with government-related
banks as at 31 December 2015 and 2014.
Tax balances and charges are disclosed in Notes 16, 20 and 22. Tax transactions are disclosed in the Consolidated
Statement of Comprehensive Income.
Directors’ compensation. Compensation is paid to the members of the Management Board for their services in
full time management position. The compensation is made up of a contractual salary, non-cash benefits, and a
performance bonus depending on results for the period according to Russian statutory financial statements. Also,
additional medical coverage is provided to the members of Management Board and their close family members.
Fees, compensation or allowances to the members of the Board of Directors for their services in that capacity and
for attending Board meetings are paid depending on results for the year. Fees, compensation or allowances, are
not paid to the members of the Board of Directors who are government employees.
Total remuneration in the form of salary, bonuses and non-cash benefits (social security contributions are not
included) provided to the members of the Management Board for the year ended 31 December 2015 and
31 December 2014 was as follows:
Short-term compensation, including salary and bonuses
Termination benefits
Post-employment benefits and other long-term benefits
Share-based compensation
Total
Year ended
31 December 2015
323
23
10
-
Year ended
31 December 2014
250
16
12
1
356
279
The amount of the short-term compensation to members of the Management Board represents remuneration
accrued during the respective period.
No remuneration was provided to the members of the Board of Directors for the years ended 31 December 2015
and 31 December 2014.
20
297
APPEndiCES
to thE AnnuAl REPoR t
ifRS ConSolid AtEd finAnCi Al StAtEmEnt S
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 6. Property, plant and equipment
Buildings
Power trans-
mission grids
Substations
Construction
in progress
Other
Total
Appraisal value or cost
Balance as at 1 January 2015
Acquisition of subsidiaries
Additions
Transfers
Disposals
Balance as at 31 December 2015
Including PPE under finance lease
20,145
232
503
1,864
(1,924)
20,820
-
Accumulated depreciation and impairment
372,659
-
41
21,772
(1,710)
392,762
-
-
(15,389)
-
39
(15,350)
-
222,250
-
122
35,652
(1,495)
256,529
-
-
(17,541)
-
206
(17,335)
-
147,765
-
73,523
(63,762)
(1,822)
32,210
17
883
4,474
(407)
155,704
37,177
-
1,432
795,029
249
75,072
-
(7,358)
862,992
1,432
-
-
(2,850)
-
-
(6,132)
-
145
-
(39,447)
(2,850)
419
(2,850)
(5,987)
(41,878)
-
(72)
(72)
-
(385)
-
29
(356)
-
20,145
372,659
222,250
147,765
32,210
795,029
20,464
377,412
239,194
152,854
31,190
821,114
Buildings
Power trans-
mission grids Substations
Construction
in progress
Other
Total
20,912
258
3,795
(46)
495,652
433
86,613
(113)
341,136
297
49,018
(1,129)
(4,425)
(195,619)
(187,890)
1,034
3,074
(1,524)
(2,933)
20,145
-
14,934
78,719
(59,499)
(48,461)
372,659
-
25,379
25,054
(2,032)
(27,583)
222,250
-
306,514
108,800
(147,102)
(1,745)
(84,636)
17,578
408
-
43,829
2,206
7,676
(1,401)
(27,852
)
4,922
6,744
(382)
1,208,043
111,994
-
(4,434)
(500,422)
63,847
113,999
(63,437)
(52,052)
(3,532)
(134,561)
147,765
32,210
795,029
-
1,432
1,432
298
Balance as at 1 January 2015
Depreciation charge
Impairment loss
Disposals
Balance as at 31 December 2015
Including PPE under finance lease
Net book value as at 1 January 2015
Net book value as at 31
December 2015
Appraisal value or cost
Balance as at 1 January 2014
Additions
Transfers
Disposals
Elimination of accumulated
depreciation and impairment
Reversal of impairment provision
Revaluation increase
Decrease in revaluation reserve
Revaluation loss
Balance as at 31 December 2014
Including PPE under finance lease
Accumulated depreciation and impairment
Balance as at 1 January 2014
Depreciation charge
Transfers
Impairment loss
Disposals
Elimination of accumulated
depreciation and impairment
(3,423)
(335)
(673)
-
6
(157,012)
(20,354)
(18,286)
(5)
38
(158,450)
(17,902)
(12,166)
-
628
(117,237)
-
32,653
(52)
-
(22,211
)
(4,774)
(1,528)
(5)
666
(458,333)
(43,365)
-
(62)
1,338
4,425
195,619
187,890
84,636
27,852
500,422
Balance as at 31 December 2014
Including PPE under finance lease
-
-
-
-
-
-
-
-
-
-
-
-
Net book value as at 1 January 2014
17,489
338,640
182,686
189,277
21,618
749,710
Net book value
as at 31 December 2014
20,145
372,659
222,250
147,765
32,210
795,029
21
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 6. Property, plant and equipment (continued)
Borrowing costs of RR 23,927 million for the year ended 31 December 2015 were capitalised within additions (for
the year ended 31 December 2014: RR 16,835 million). A capitalisation rate of 10.96% was used for the year
ended 31 December 2015 (for the year ended 31 December 2014: 6.27%) to determine the amount of borrowing
costs eligible for capitalisation, representing the weighted average of the borrowing costs applicable to the
borrowings of the Group that were outstanding during the periods.
Construction in progress is represented by the carrying amount of property, plant and equipment that has not yet
been put into operation and advances to construction companies and suppliers of property, plant and equipment.
As at 31 December 2015 such advances amounted to RR 11,646 million, net of impairment of RR 4,308 million
(as at 31 December 2014: RR 13,773 million, net of impairment of RR 13,604 million).
Other property, plant and equipment include motor vehicles, computer equipment, office fixtures and other
equipment. Land plots are classified together with items of property, plant and equipment located on them.
Revaluation. In 2014, management commissioned an independent appraiser for revaluation of property, plant and
equipment as at 31 December 2014. The fair value of property, plant and equipment was determined to be RR
795,029 million, which has been categorised as a Level 3 fair value based on the inputs to the valuation techniques
used (see Note 2).
The majority of the Group’s property, plant and equipment is specialised in nature and is rarely sold on the open
market other than as part of a continuing business. The market for similar property, plant and equipment is not
active in the Russian Federation and does not provide a sufficient number of sales of comparable property, plant
and equipment for using a market-based approach for determining fair value.
Consequently the fair value of property, plant and equipment was primarily determined using depreciated
replacement cost. This method considers the cost to reproduce or replace the property, plant and equipment,
adjusted for physical, functional or economical depreciation, and obsolescence.
Depreciated replacement cost was estimated based on internal sources and analysis of the Russian and international
markets for similar property, plant and equipment. Various market data were collected from published
information, catalogues, statistical data etc., and industry experts and suppliers of property, plant and equipment
were contacted both in the Russian Federation and abroad.
In addition to the determination of the depreciated replacement cost, cash flow testing was conducted for each cash
generating unit. The Group’s Transmission segment (Note 29) was considered as a single cash generating unit.
This resulted in depreciated replacement cost values being decreased by RR 791,263 million in arriving at the
above value.
The following key assumptions were used in performing the cash flow testing of Transmission segment:
• Forecast period is determined as 16 years – from 2015 to 2030.
• A nominal after-tax discount rate of 12.6% in 2015, 11.32% in 2016 and 10.03% in 2017-2030 was
determined based on the weighted average cost of capital.
• Revenue projections are based on following assumptions:
-
-
-
-
-
Approved Regulatory Asset Base tariff calculation for 2015-2019;
Key parameters for tariff-setting (rates of return for “old” and “new” capital (10%); normal useful live
for calculation of return of capital (35 years); Net Working Capital to revenue ratio (7.9%); level of
economy on controllable costs (3%) in 2020-2030 were based on 2019 data;
Decrease of the volume of “old” capital employed under RAB methodology –down to nil;
Fixed volume of contracted capacity from 2016 onwards;
Revenue included fees from technological connection services.
• The amount of expenditure for the period from 2014 through 2030 required for the maintenance of the
current property, plant and equipment is assumed to be equal to the amount of such expenditure determined
as allowable for the purpose of tariff regulation.
• Terminal value was determined based on Gordon growth model with terminal growth rate of 2.76% (in line
with long-term consumer price index forecast published by Ministry of Economic Development)
If the discount rate would be 0.5% higher, the recoverable amount of property, plant and equipment included in
Transmission segment would be 5.4% lower.
22
299
APPEndiCES
to thE AnnuAl REPoR t
ifRS ConSolid AtEd finAnCi Al StAtEmEnt S
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 6. Property, plant and equipment (continued)
Revaluation results. Accumulated depreciation and impairment at 31 December 2014 are eliminated against the
gross carrying amount of the property, plant and equipment and the net amount of PPE is restated to the revalued
amount. The results of revaluation of PPE as well as elimination are shown in the table above.
As part of revaluation of property, plant and equipment the Group reassessed the useful lives of certain assets
included in Power transmission grids group, which resulted in increase of average useful life of assets included in
this group from 19 to 24 years.
Historical cost. For each class of property, plant and equipment stated at revalued amount in these Consolidated
Financial Statements, the carrying amount that would have been recognised had the assets been carried under the
historical cost basis is as follows:
Net book value as at
31 December 2015
Net book value as at
31 December 2014
Net book value as at
31 December 2013
Power
transmission
grids
Buildings
Substations
Construction
in progress
Other
Total
20,824
294,689
280,836
205,598
29,688
831,635
18,713
274,793
247,829
223,140
26,553
791,028
15,597
222,834
238,904
247,851
25,832
751,018
Leased property, plant and equipment. Included in property, plant and equipment are certain items under finance
leases. As at 31 December 2015 the net book value of leased property, plant and equipment was RR 1,360 million
(as at 31 December 2014: RR 1,432 million). The leased equipment is pledged as security for the lease obligations.
Operating leases. The Group leases a number of land areas owned by local governments under operating lease.
The expected lease payments due are determined based on the lease agreements and are payable as follows:
Under one year
Between one and five years
Over five years
Total
31 December 2015
31 December 2014
559
1,041
7,357
8,957
780
1,997
14,729
17,506
The above lease agreements are usually signed for a period of 1 to 49 years and may be extended for a longer
period. The lease payments are subject to review on a regular basis to reflect market rent prices.
As at 31 December 2015 the carrying value of property, plant and equipment leased out under operating lease was
RR 8,071 million (as at 31 December 2014: RR 8,232 million).
300
23
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 7. Intangible assets
Corporate
information
management system
(SAP R/3)
Other
intangible
assets
Cost as at 1 January 2014
Accumulated amortisation
Carrying value
as at 1 January 2014
Additions
Transfers
Disposals – cost
Amortisation charge
Carrying value
as at 31 December 2014
Cost as at 31 December 2014
Accumulated amortisation
Carrying value
as at 31 December 2014
Cost as at 1 January 2015
Accumulated amortisation
Carrying value
as at 1 January 2015
Additions
Transfers
Disposals – cost
Amortisation charge
Carrying value
as at 31 December 2015
Cost as at 31 December 2015
Accumulated amortisation
Carrying value
as at 31 December 2015
5,468
(1,579)
3,889
298
91
(345)
(2,038)
1,895
5,512
(3,617)
1,895
5,512
(3,617)
1,895
564
368
(11)
(568)
2,248
6,433
(4,185)
2,248
10,382
(3,043)
7,339
998
(91)
(121)
(1,735)
6,390
11,168
(4,778)
6,390
11,168
(4,778)
6,390
399
(368)
(4)
(913)
5,504
11,195
(5,691)
Total
15,850
(4,622)
11,228
1,296
-
(466)
(3,773)
8,285
16,680
(8,395)
8,285
16,680
(8,395)
8,285
963
-
(15)
(1,481)
7,752
17,628
(9,876)
301
5,504
7,752
The Corporate information management system (SAP R/3) consists of several modules (parts) and related licences.
As at 31 December 2015 only certain modules (parts) were placed in operation and are subject to amortisation.
These modules are amortised during 5 years, on a straight-line basis. SAP R/3 includes development costs of
RR 676 million as at 31 December 2015 (as at 31 December 2014: RR 930 million).
Other intangible assets include capitalised development costs that meet the definition of an intangible asset of
RR 265 million as at 31 December 2015 (as at 31 December 2014: RR 739 million).
Note 8. Investments in associates and joint ventures
The movements in the carrying value of investments in associates and joint ventures are as follows:
Carrying value as at 1 January
Share of result of associates and joint ventures
Acquisition of subsidiary
Translation difference
Carrying value as at 31 December
Year ended
31 December 2015
Year ended
31 December 2014
2,109
(8)
(258)
(152)
1,691
1,440
19
-
650
2,109
The carrying value of investments in associates and joint ventures is as follows:
JSC UES “SakRusEnergo”
Other associates
Total investments in associates
31 December 2015
31 December 2014
1,586
105
1,691
1,724
385
2,109
24
APPEndiCES
to thE AnnuAl REPoR t
ifRS ConSolid AtEd finAnCi Al StAtEmEnt S
302
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 9. Available-for-sale investments
PJSC “INTER RAO UES”
PJSC “Russian Grids”
Other
Total
PJSC “INTER RAO UES”
PJSC “Russian Grids”
Total
1 January 2015
Additions
Change in fair
value
31 December 2015
13,759
625
-
14,384
-
-
111
111
7,721
55
-
7,776
21,480
680
111
22,271
1 January 2014
Change in fair
value
Impairment charge
31 December 2014
19,379
1,063
20,442
-
(31)
(31)
(5,620)
(407)
(6,027)
13,759
625
14,384
For the year ended 31 December 2015 the increase in the fair value of these available-for-sale investments in the
total amount of RR 7,776 million was recognised in other comprehensive income (for the year ended 31 December
2014: RR 6,027 million decrease was recognised in other comprehensive income and reclassified to profit or
loss).
Valuation of PJSC “INTER RAO UES” and PJSC “Russian Grids” is made on a recurring basis using quoted
market prices (Level 1 inputs) at the end of each reporting period.
Note 10. Long-term receivables and other non-current and other current assets
31 December 2015
31 December 2014
Long-term trade receivables
(net of allowance for doubtful debtors of RR 118 million as at
31 December 2015 and RR 505 million as at 31 December 2014)
Loans given
Long-term promissory notes
Total financial assets
VAT recoverable
Other non-current assets
Total other non-current assets
15,180
1,030
204
16,414
7
558
16,979
2,933
-
354
3,287
23
800
4,110
Long-term trade receivables mainly relate to the new contracts of technological connection services provided that
imply deferred inflow of cash and cash equivalents and to restructured receivable balances for transmission
services that are expected to be settled within the period exceeding 12 months from the period end.
Long-term receivables relating to the new contracts of technological connection are paid in equal parts quarterly
with an interest accrued on the actual outstanding balances at the rate of Russian Federation Central Bank key
interest rate per annum.
Other current assets include short-term promissory notes in the total amount of RR 194 million as at 31 December
2015 (31 December 2014: RR 625 million).
Included in short-term promissory notes are promissory notes of LLC “ENERGO-finance” which are fully
impaired. The amount of impairment provision was RR 12,022 million as at 31 December 2015 and 31 December
2014.
All promissory notes are denominated in Russian Rouble. Fair value of promissory notes approximates their
carrying value.
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 11. Cash and cash equivalents
Cash at bank and in hand
Cash equivalents
Total cash and cash equivalents
Cash at bank and in hand
PJSC “RNCB”
JSC “Alfa-Bank”
PJSC “Sberbank”
JSC “Gazprombank”
JSC “Bank “ROSSIYA”
Cash in hand
Other banks
Total cash at bank and in hand
Rating
A
BB+
Ва1
BB+
AA++
Rating agency
Expert RA
Fitch Ratings
Moody’s
Fitch Ratings
Expert RA
Cash equivalents include short-term investments in certificates of deposit:
Bank deposits
Interest rate
Rating
Rating agency
11,00-11,15%
10,75-11,50%
10,40-11,00%
4,00-10,20%
10,85-11,00%
BB+
BB+
BB+
Ва1
AA++
Standard & Poor's
Fitch Ratings
Fitch Ratings
Moody’s
Expert RA
PJSC “VTB”
JSC “Alfa-Bank”
JSC “Gazprombank”
PJSC “Sberbank”
JSC "Bank “ROSSIYA”
Total certificates of deposit
Note 12. Bank deposits
PJSC “VTB”
JSC “Alfa-Bank”
Interest rate
Rating
Rating agency
10,50-11,01%
10,75-11,05%
BB+
BB+
Standard & Poor’s
Fitch Ratings
JSC "Bank “ROSSIYA”
10,85-11,00%
AA++
Expert RA
JSC “Gazprombank”
PJSC “Sberbank”
Total bank deposits
10,60-11,20%
17,03-18,31%
BB+
Ва1
Fitch Ratings
Moody’s
The carrying amount of bank deposits approximates their fair value.
31 December
2015
7,518
20,658
28,176
31 December
2014
11,336
30,732
42,068
31 December
2015
31 December
2014
4,180
1,767
733
469
167
16
186
7,518
-
461
9,880
893
1
17
84
11,336
31 December
2015
31 December
2014
6,599
6,364
5,818
1,770
88
20,639
-
-
19,516
11,185
-
30,701
31 December
2015
31 December
2014
13,116
7,700
6,300
3,060
93
30,269
-
-
25
30
130
185
There were no bank deposits denominated in foreign currency as at 31 December 2015 and 31 December 2014.
303
25
26
APPEndiCES
to thE AnnuAl REPoR t
ifRS ConSolid AtEd finAnCi Al StAtEmEnt S
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 13. Accounts receivable and prepayments
Trade receivables
(net of allowance for doubtful debtors of RR 14,232 million as at
31 December 2015 and RR 8,397 million as at 31 December 2014)
Other receivables
(net of allowance for doubtful debtors of RR 2,107 million as at
31 December 2015 and RR 1,466 million as at 31 December 2014)
Total financial assets
VAT recoverable
Advances to suppliers
(net of allowance for doubtful debtors of RR 2,002 million as at
31 December 2015 and RR 1,981 million as at 31 December 2014)
Tax prepayments
Total accounts receivable and prepayments
31 December 2015
31 December 2014
37,904
38,240
3,751
41,655
2,676
5,635
77
50,043
8,046
46,286
7,578
1,946
102
55,912
Trade and other receivables are not interest-bearing and are largely due in 30 to 90 days. Given the short period of
the trade and other receivables repayment, the fair value of such receivables approximates their book value.
Tax prepayments will be settled against future tax liabilities.
Management has determined the provision for doubtful debtors based on specific customer identification, customer
payment trends, subsequent receipts and settlements and analyses of expected future cash flows. The effects of
discounting are reflected in the doubtful debtor allowance and expense. Management believes that the Group
entities will be able to realise the net receivable amount through direct collections and other non-cash settlements,
and that therefore the recorded value of receivables approximates their fair value.
The movement of the provision for doubtful debtors is shown below:
304
Year ended
31 December 2015
As at 1 January
Provision accrual
Provision reversal
Debt written-off
Amortisation of discount
Acquisition of
subsidiaries
Disposal of subsidiary
Reclassifications
As at 31 December
Year ended
31 December 2014
As at 1 January
Provision accrual
Provision reversal
Debt written-off
Amortisation of discount
Transfer from other
financial assets
Reclassifications
As at 31 December
Long-term trade
receivables
505
85
-
-
(472)
Short-term trade
receivables
8,397
8,137
(1,960)
(239)
(84)
Other short-term
receivables
1,466
971
(188)
(146)
5
Advances to
suppliers
1,981
22
(4)
(1)
-
-
-
-
-
(30)
11
118
14,232
10
-
(11)
2,107
2,002
18,459
Long-term trade
receivables
905
-
-
-
(317)
Short-term trade
receivables
5,689
3,306
(491)
(17)
(178)
Other short-term
receivables
789
190
(123)
(33)
-
Advances to
suppliers
1,979
4
-
(3)
-
-
(83)
505
-
88
8,397
649
(6)
1,466
Total
12,349
9,215
(2,152)
(386)
(551)
14
(30)
-
Total
9,362
3,500
(614)
(53)
(495)
649
-
4
-
-
-
1
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 13. Accounts receivable and prepayments (continued)
As at 31 December 2015 the overdue accounts receivable for which the provision had not been recorded amounted
to RR 18,846 million (as at 31 December 2014: RR 26,544 million).
The ageing of trade and other receivables that were not impaired at the reporting date was as follows:
Neither past due nor impaired
Past due:
Less than 3 months
3 to 6 months
6 to 12 months
1 year to 3 years
3 years to 5 years
More than 5 years
Total
Note 14. Inventories
Spare parts
Repair materials
Other inventories
Total inventories
31 December 2015
22,809
31 December 2014
19,742
7,919
3,572
5,487
1,868
-
-
41,655
11,279
7,439
6,007
1,819
-
-
46,286
31 December 2015
3,298
3,073
9,692
16,063
31 December 2014
2,796
2,641
5,009
10,446
The cost of inventories is shown net of an obsolescence provision for RR 47 million as at 31 December 2015 (as
at 31 December 2014: RR 57 million). As at 31 December 2015 and 31 December 2014 the Group had no
inventories pledged as security under loan and other agreements.
Note 15. Equity
Share capital
Ordinary shares
Number of shares issued and fully paid
31 December 2015
1,274,665,323,063
31 December 2014
1,274,665,323,063
Share capital
31 December 2015
31 December 2014
637,333
637,333
As at 31 December 2015 the authorised share capital comprised 1,346,805,824 thousand ordinary shares with a
nominal value of RR 0.5 per share.
Treasury shares. As at 31 December 2015 the Group held through a subsidiary 13,727,165 thousand ordinary
shares in treasury at the total cost of RR 4,719 million (as at 31 December 2014: RR 4,719 million).
Reserves. Reserves included Revaluation reserve for property, plant and equipment and available-for-sale
investments, foreign currency translation reserve and remeasurement reserve for retirement benefit obligations.
The Foreign currency translation reserve relates to the exchange differences arising on translation of net assets of
a foreign associate.
305
1,981
12,349
27
28
APPEndiCES
to thE AnnuAl REPoR t
ifRS ConSolid AtEd finAnCi Al StAtEmEnt S
306
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 15. Equity (continued)
Reserves comprised the following:
Revaluation reserve (net of tax) for:
- property, plant and equipment (Note 6)
- available-for-sale investments (Note 9)
Remeasurement reserve for retirement benefit
obligations (Note 18)
Foreign currency translation reserve
Total reserves
Reserves for the year ended 31 December 2015 (net of tax):
Revaluation reserve for:
property,
plant and
equipment
(Note 6)
available-
for-sale
investments
(Note 9)
As at 1 January 2015
Change in revaluation reserve for
property, plant and equipment
Change in fair value of available-for-sale
investments
Remeasurements of retirement benefit
obligations
Foreign currency translation difference
225,563
(460)
-
-
-
-
-
6,221
-
-
As at 31 December 2015
225,103
6,221
Reserves for the year ended 31 December 2014 (net of tax):
31 December 2015
31 December 2014
225,103
6,221
(2,320)
574
229,578
Remeasure-
ment reserve
for
retirement
benefit
obligations
(Note 18)
93
-
-
(2,413)
-
(2,320)
Foreign
currency
translation
reserve
(Note 8)
726
-
-
-
(152)
574
225,563
-
93
726
226,382
Total
reserves
226,382
(460)
6,221
(2,413)
(152)
229,578
Revaluation reserve for:
property,
plant and
equipment
(Note 6)
available-
for-sale
investments
(Note 9)
Remeasure-
ment reserve
for
retirement
benefit
obligations
(Note 18)
Foreign
currency
translation
reserve
(Note 8)
Total
reserves
As at 1 January 2014
Change in revaluation reserve for
property, plant and equipment
Change in fair value of available-for-sale
investments
Accumulated loss on available-for-sale
investments recycled to profit or loss
Remeasurements of retirement benefit
obligations
Foreign currency translation difference
185,850
39,713
-
-
-
-
As at 31 December 2014
225,563
455
-
(5,276)
4,821
-
-
-
(1,465)
76
184,916
-
-
-
1,558
-
93
-
-
-
-
650
726
39,713
(5,276)
4,821
1,558
650
226,382
Dividends. The annual statutory accounts of the parent company, FGC UES, form the basis for the annual profit
distribution and other appropriations. The specific Russian legislation identifies the basis of distribution as the net
profit. For the year ended 31 December 2015, the net profit of FGC UES, as reported in the published statutory
financial statements, was RR 17,870 million (net profit for the year ended 31 December 2014: RR 5,137 million).
The Annual General Meeting in June 2015 approved the decision to declare dividends for the year 2014 in the total
amount of RR 847 million (RR 0.00067 per ordinary share).
29
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 16. Income tax
Income tax expense comprises the following:
Current income tax charge
Deferred income tax (charge) / credit
Total income tax (expense) / benefit
Year ended
31 December 2015
(146)
(12,043)
(12,189)
Year ended
31 December 2014
(168)
2,080
1,912
During the years ended 31 December 2015 and 31 December 2014 most entities of the Group were subject to tax
rate of 20 percent on taxable profit.
In accordance with Russian tax legislation, tax losses in different Group companies may not be offset against
taxable profits of other Group companies. Accordingly, tax may be accrued even where there is a net consolidated
tax loss.
Profit / (loss) before income tax for financial reporting purposes is reconciled to income tax expenses as follows:
Profit / (loss) before income tax
Theoretical income tax (charge) / credit at the statutory tax rate of
20 percent
Tax effect of items which are not deductible for taxation purposes
Movement in unrecognised deferred tax assets
Total income tax (expense) / benefit
Year ended
31 December 2015
56,287
Year ended
31 December 2014
(22,513)
(11,257)
(1,151)
219
(12,189)
4,503
(2,298)
(293)
1,912
Deferred income tax. Differences between IFRS and Russian statutory taxation regulations give rise to certain
temporary differences between the carrying value of certain assets and liabilities for financial reporting purposes
and for income tax purposes. Deferred income tax assets and liabilities were measured at 20 percent as at
31 December 2015 and 31 December 2014, the rates expected to be applicable when the asset or liability will reverse.
Deferred income tax assets and liabilities for the year ended 31 December 2015:
31 December
2015
)
Recognised
in profit or
loss
Movements for the year
Recognised in
other compre-
hensive income
Disposal of
subsidiary
1 January
2015
Deferred income tax liabilities
Property, plant and equipment
Investments in associates
Available-for-sale investments
Other
Total deferred income tax liabilities
Deferred income tax assets
Property, plant and equipment
Long-term promissory notes
Available-for-sale investments
Accounts receivable and prepayments
Intangible assets
Retirement benefit obligation
Current and non-current debt
Accounts payable and accruals
Other
Tax losses
Unrecognised deferred tax assets
Total deferred income tax assets
Deferred income tax liabilities, net
18,457
21
2,518
390
21,386
(1,413)
(4,090)
(2,000)
(2,181)
(386)
(573)
(104)
(961)
(470)
(1,586)
6,707
(7,057)
14,329
12,887
(56)
22
(663)
12,190
(46)
12
-
(664)
33
508
19
(395)
114
491
(219)
(147)
12,043
23
-
1,171
-
1,194
-
-
385
-
-
(593)
-
-
-
-
-
(208)
986
(267)
-
-
(27)
(294)
72
-
-
-
-
-
-
-
5
-
-
77
(217)
5,814
77
1,325
1,080
8,296
(1,439)
(4,102)
(2,385)
(1,517)
(419)
(488)
(123)
(566)
(589)
(2,077)
6,926
(6,779)
1,517
30
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308
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 16. Income tax (continued)
Deferred income tax assets and liabilities for the year ended 31 December 2014:
Movements for the year
31 December 2014
()
Recognised in
profit or loss
Recognised in
other compre-
hensive income
1 January 2014
Deferred income tax liabilities
Property, plant and equipment
Investments in associates
Available-for-sale investments
Other
Total deferred income tax liabilities
Deferred income tax assets
Property, plant and equipment
Long-term promissory notes
Available-for-sale investments
Accounts receivable and prepayments
Intangible assets
Retirement benefit obligation
Current and non-current debt
Accounts payable and accruals
Other
Tax losses
Unrecognised deferred tax assets
Total deferred income tax assets
Deferred income tax liabilities / (assets), net
5,814
77
1,325
1,080
8,296
(1,439)
(4,102)
(2,385)
(1,517)
(419)
(488)
(123)
(566)
(589)
(2,077)
6,926
(6,779)
1,517
(6,032)
2
(845)
713
(6,162)
3,366
(291)
(360)
(132)
149
(4)
17
(30)
(25)
1,099
293
4,082
(2,080)
10,112
-
(6)
-
10,106
-
-
-
-
-
141
-
-
-
-
-
141
10,247
1,734
75
2,176
367
4,352
(4,805)
(3,811)
(2,025)
(1,385)
(568)
(625)
(140)
(536)
(564)
(3,176)
6,633
(11,002)
(6,650)
Unrecognised deferred tax assets in the amount of RR 6,707 million as at 31 December 2015 (as at 31 December
2014: RR 6,926 million) include deferred income tax assets on tax losses carried forward and deferred income tax
assets on temporary differences arising in respect of loss-making subsidiaries. These deferred tax assets are not
recognised because it is not probable that sufficient taxable profits will be available against which the deferred tax
assets can be utilised.
Tax losses carried forward in respect of which deferred tax assets were not recognised are presented by companies
in the table below:
OJSC “Mobile gas-turbine electricity plants”
OJSC “Nurenergo”
Others
Total tax losses carried forward
31 December 2015
2,314
4,635
583
7,532
31 December 2014
3,292
3,690
357
7,339
The tax losses expire in 10 years after their origination. The Group’s unrecognised tax losses expire mostly with
term over 5 years (in 2022-2026) – RR 3,274 million, RR 4,362 million expire with terms from 2 to 5 years (during
2017-2021) and 296 expire during the year 2016.
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 17. Non-current debt
Effective
interest rate
Due
31 December
2015
31 December
2014
Certified interest-bearing
non-convertible bearer bonds:
with fixed rates
with floating rates
7.5-8.75%
CPI+1-2.5%
2016-2028
2022-2050
Stock Exchange authorised certified interest-
bearing non-convertible bearer bonds
Loan participation notes (LPNs)
Finance lease liabilities
Total debt
Less: current portion of non-current bonds and LPNs
Less: current portion of finance lease liabilities
Total non-current debt
8.10%
8.45%
9.50%
2015
2019
2018
109,493
153,586
-
17,943
520
281,542
(31,362)
(104)
250,076
122,836
111,383
10,155
17,943
614
262,931
(29,545)
(95)
233,291
All debt instruments are denominated in Russian Rouble.
Reconciliation between carrying and fair values of financial liabilities is presented below.
Non-convertible bearer bonds with fixed rates
and loan participation notes
Non-convertible bearer bonds with variable
rates
Total debt classified into fair value
hierarchy level 1
Level
1
1
31 December 2015
31 December 2014
Fair
value
Carrying
value
Fair
value
Carrying
value
117,161
127,337
129,377
150,933
10,281
10,722
9,746
10,415
127,442
138,059
139,123
161,348
Other non-current debt with floating rates classified into fair value hierarchy level 3 represent non-quoted non-
convertible bearer bonds with floating rate lined to inflation with a premium of 1-2.5%, which is a unique
instrument with specific market. Hence, the management believes carrying amount of these instruments
approximates its fair value.
As at 31 December 2015 the Group had long-term undrawn committed financing facilities of RR 152,500 million
(as at 31 December 2014: RR 157,500 million) which could be used for the general purposes of the Group.
Finance lease. Minimum lease payments under finance leases and their present values are as follows:
Minimum lease payments as at 31 December 2015
Less future finance charges
Present value of minimum lease payments as at
31 December 2015
Minimum lease payments as at 31 December 2014
Less future finance charges
Present value of minimum lease payments as at
31 December 2014
Due in
1 year
Due between
1 and 5 years
Due after
5 years
150
(46)
104
150
(55)
95
457
(41)
416
607
(88)
519
-
-
-
-
-
-
Total
607
(87)
520
757
(143)
614
Leased assets with carrying amount disclosed in Note 6 are effectively pledged for finance lease liabilities as the
rights to the leased asset revert to the lessor in the event of default.
309
31
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310
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 18. Retirement benefit obligations
The Group’s post-employment benefits policy includes the employee pension scheme and other various post-
employment, retirement and jubilee payments. The post-employment and retirement benefit system is a defined
benefit program as part of which every participating employee receives benefits calculated in accordance with
certain formula or rules. The program’s core element is the corporate pension scheme implemented by the Group
in cooperation with the Non-State Pension Fund of Electric Power Industry.
The Group also pays various other long-term post-employment benefits, including lump sum benefits in case of
death of employees or former employees receiving pensions, lump sum benefits upon retirement and in connection
with jubilees.
Additionally, financial aid in the form of defined benefits is provided to former employees who have state, industry
or corporate awards. Such financial aid is provided both to employees entitled and not entitled to non-state
pensions.
The most recent actuarial valuation was performed as at 31 December 2015.
The tables below provide information about benefit obligations and actuarial assumptions as at 31 December 2015
and 31 December 2014.
The amounts recognised in the Consolidated Statement of Financial Position are determined as follows:
Present value of defined benefit obligation
Present value of other long-term employee benefit obligation
Total net defined benefit liability
Year ended
31 December 2015
7,021
336
7,357
Year ended
31 December 2014
6,234
222
6,456
The movement in the net defined benefit obligation over the year is as follows:
Year ended
31 December 2015
Year ended
31 December 2014
Defined benefit obligations at 1 January
Included in profit or loss
Current service cost
Past service cost
Interest expense
Remeasurements of defined benefit liability
Remeasurements:
Loss from change in demographic assumptions
Loss / (gain) from change in financial assumptions
Experience losses / (gain)
Benefits paid by the plan
Defined benefit obligations at 31 December
Amounts recognized in profit or loss:
6,456
433
(2,634)
728
(1,473)
-
1,802
1,324
3,126
(752)
7,357
7,912
466
(347)
573
692
316
(1,350)
(693)
(1,727)
(421)
6,456
Year ended
31 December 2015
Year ended
31 December 2014
Service cost
Remeasurements of other long-term employee benefit obligations
Interest expense
Total
(2,201)
120
728
(1,353)
120
(29)
573
664
33
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 18. Retirement benefit obligations (continued)
Amounts recognized in other comprehensive income:
Loss from change in demographic assumptions
Loss / (gain) from change in financial assumptions
Experience losses / (gains)
Total
Year ended
31 December 2015
Year ended
31 December 2014
-
1,749
1,256
3,005
308
(1,316)
(691)
(1,699)
The movement of remeasurements in other comprehensive income are as follows:
At 1 January
Movement of remeasurements
At 31 December
The significant actuarial assumptions are as follows:
Financial actuarial assumptions:
Discount rate (nominal)
Future financial support benefit increases
Future salary increases (nominal)
Year ended
31 December 2015
23
3,005
3,028
Year ended
31 December 2014
1,722
(1,699)
23
Year ended
31 December 2015
9.50%
6.00%
6.00%
Year ended
31 December 2014
13.00%
7.00%
7.00%
Financial assumptions are based on market expectations, at the end of the reporting period, for the period over
which the obligations are to be settled. The average period over which the Group obligations are to be settled is
12.02 years.
Demographic actuarial assumptions:
Expected retirement age
Male
Female
Employee turnover
Mortality table
Year ended
31 December 2015
Year ended
31 December 2014
60
55
5.1%
1998_adjusted
60
56
5.1%
1998_adjusted
The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is as follows:
Discount rate
Future salary increases (nominal)
Future pension increases (nominal)
Employee turnover
Mortality level
Change in assumption
Increase / decrease by 0.5%
Increase / decrease by 0.5%
Increase / decrease by 0.5%
Increase / decrease by 10%
Increase / decrease by 10%
Impact on defined benefit liability
Decrease/ Increase by
Increase / decrease by
Increase / decrease by
Decrease/ Increase by
Decrease/ Increase by
4.34%
2.48%
2.00%
2.26%
0.94%
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions
constant. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the
same method (present value of the defined benefit obligation calculated with the projected unit credit method at
the end of the reporting period) has been applied as when calculating the pension liability recognised within the
consolidated statement of financial position.
34
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APPEndiCES
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312
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 19. Current debt and current portion of non-current debt
Third party non-bank loans
Current portion of non-current borrowings (Note 17)
Effective
interest rate
17.0%
Total current debt and current portion of non-current debt
31 December 2015
31 December 2014
-
31,466
31,466
46
29,640
29,686
As at 31 December 2015 and 2014 the Group had no short-term undrawn committed financing facilities.
Note 20. Accounts payable and accrued charges
31 December 2015
31 December 2014
Accounts payable to construction companies
and suppliers of property, plant and equipment
Trade payables
Accrued liabilities
Other creditors
Total financial liabilities
Advances received
Accounts payable to employees
Taxes other than on income payable
Other provisions for liabilities and charges
Total accounts payable and accrued charges
Movement in provision for legal claims:
Carrying amount at 1 January 2015
Additional amounts charged to profit or loss
Unused amounts reversed
Carrying amount at 31 December 2015
Note 21. Revenues and other operating income
Transmission fee
Connection services
Construction services
Electricity sales
Rental income
Grids repair and maintenance services
Communication services
Design works
Research and development services
Total revenue
58,002
17,942
64
1,769
77,777
7,060
2,154
1,825
500
89,316
29,140
21,949
201
1,451
52,741
12,936
2,242
2,169
948
71,036
500
878
(430)
948
Year ended
31 December 2015
Year ended
31 December 2014
157,821
12,425
7,014
6,442
1,117
700
545
508
469
187,041
159,743
7,028
-
5,591
1,168
954
880
276
328
175,968
Other operating income primarily includes income from non-core activities.
Penalties and fines
Insurance compensation
Government grants
Other income
Total other operating income
Year ended
31 December 2015
Year ended
31 December 2014
2,860
284
-
857
4,001
2,453
231
1,803
1,131
5,618
35
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 22. Operating expenses
Depreciation of property, plant and equipment
Employee benefit expenses and payroll taxes
Purchased electricity for production needs
Property tax
Accrual of allowance for doubtful debtors
Subcontract works
Electricity transit
Loss / (gain) on disposal of property, plant and equipment
Other materials
Materials for repair and construction
Business trips and transportation expenses
Repairs and maintenance of equipment
Security services
Amortisation of intangible assets
Rent
Information system maintenance
Consulting, legal and auditing services
Insurance
Utilities and maintenance of buildings
Communication service
Taxes, other than on income and property
Movement in provision for legal claims
Research and development
Disposal of intangible assets
Other expenses
Year ended
31 December 2015
Year ended
31 December 2014
39,447
25,218
15,192
7,408
7,063
6,337
4,019
3,699
3,452
2,898
2,182
2,171
1,568
1,481
1,474
1,206
1,093
845
754
609
439
434
135
-
1,839
43,365
26,606
14,047
5,587
2,886
1,691
3,599
(429)
3,639
2,289
2,026
2,768
1,764
3,773
1,612
1,116
938
1,071
711
726
1,562
155
417
455
3,763
Total
130,963
126,137
In 2015 based on the recent legal practice the Group recognized allowance for doubtful debts for certain balances
with customers where the Group had disputes related to certain terms of transmission services in the amount of
RR 3,934 million (In 2014: RR 113 million). This expense was included in amount of allowance for doubtful
debtors.
Employee benefit expenses and payroll taxes include the following:
Wages and salaries
Social security contributions to the Pension Fund
Social security contributions to other state non-budgetary funds
Pension costs – defined benefit plans (Note 18)
Share-based compensation
Total employee benefit expenses and payroll taxes
Note 23. Finance income
Interest income
Foreign currency exchange differences
Dividends
Other finance income
Total finance income
Year ended
31 December 2015
Year ended
31 December 2014
21,411
3,754
2,134
(2,081)
-
25,218
21,447
3,849
1,213
91
6
26,606
Year ended
31 December 2015
Year ended
31 December 2014
8,255
392
21
33
8,701
4,988
65
1
16
5,070
36
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PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 24. Finance costs
Interest expense
Net interest on defined benefit liability
Foreign currency exchange differences
Other finance costs
Total finance costs
Less capitalised interest expenses on borrowings related to qualifying
assets (Note 6)
Total finance costs recognised in profit or loss
Year ended
31 December 2015
Year ended
31 December 2014
32,455
728
379
-
33,562
(23,927)
9,635
22,442
573
67
2
23,084
(16,835)
6,249
Note 25. Earnings / (loss) per ordinary share for profit / (loss) attributable to shareholders of FGC UES
Weighted average number of ordinary shares
(millions of shares)
Profit / (loss) attributable to shareholders of FGC UES
(millions of RR)
Weighted average earnings / (loss) per share – basic and diluted (in
RR)
Year ended
31 December 2015
Year ended
31 December 2014
1,260,938
1,260,938
44,768
0.036
(21,581)
(0.017)
The Group has no dilutive potential ordinary shares; therefore, the diluted earnings per share equal the basic
earnings per share.
Note 26. Contingencies, commitments and operating risks
Political environment. The operations and earnings of the Group continue, from time to time and in varying
degrees, to be affected by the political, legislative, fiscal and regulatory developments, including those related to
environmental protection, in Russian Federation.
Insurance. The Group held limited insurance policies in relation to its assets, operations, public liability or other
insurable risks. Accordingly, the Group is exposed to those risks for which it does not have insurance.
Legal proceedings. In the normal course of business the Group entities may be a party to certain legal proceedings.
In the opinion of management, currently there are no existing legal proceedings or claims outstanding or final
dispositions which will have a material adverse effect on the financial position of the Group.
As at 31 December 2015 the Group's subsidiary, OJSC ”Nurenergo” was engaged in a number of litigations
involving claims amounting in total to RR 14,731 million (as at 31 December 2014: RR 12,363 million), for
collection of amounts payable for electricity purchased by OJSC ”Nurenergo”. The amount is recorded within
accounts payable. No additional provision has been made as the Group's management believes that these claims
are unlikely to result in any further liabilities.
During 2012-2015 OJSC “Nurenergo” was involved in a number of litigations aiming to commence a bankruptcy
procedure in respect of subsidiary. In July 2015 the Commercial Court of the Republic of Chechnya re-established
the observation procedure in respect of the OJSC “Nurenergo”. In accordance with Russian legislation on
bankruptcy, all the above-mentioned litigations were suspended.
Tax contingency. Russian tax and customs legislation is subject to varying interpretation when being applied to
the transactions and activities of the Group. Consequently, tax positions taken by management and the formal
documentation supporting the tax positions may be successfully challenged by the relevant regional and federal
authorities. Russian tax administration is gradually strengthening, including the fact that there is a higher risk of
review of tax transactions without a clear business purpose or with tax incompliant counterparties. Fiscal periods
remain open to review by the authorities in respect of taxes for three calendar years preceding the year of decision
to perform tax review. Under certain circumstances reviews may cover longer periods.
Transfer pricing legislation enacted in the Russian Federation starting from 1 January 2012 provides for major
modifications making local transfer pricing rules closer to OECD guidelines, but creating additional uncertainty
in practical application of tax legislation in certain circumstances.
Currently there is lack of practice of applying the transfer pricing rules by the tax authorities and courts, however,
it is anticipated that transfer pricing arrangements will be subject to very close scrutiny potentially having effect
on these consolidated financial statements.
37
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 26. Contingencies, commitments and operating risks (continued)
As at 31 December 2015 management believes that its interpretation of the relevant legislation is appropriate and
the Group’s tax, currency and customs positions will be sustained.
Environmental matters. The enforcement of environmental regulation in the Russian Federation is evolving and
the enforcement posture of government authorities is continually being reconsidered. Group entities periodically
evaluate their obligations under environmental regulations.
Potential liabilities might arise as a result of changes in legislation and regulation or civil litigation. The impact of
these potential changes cannot be estimated, but could be material. In the current enforcement climate under
existing legislation, management believes that there are no significant liabilities for environmental damage, other
than any amounts which have been accrued in these Consolidated Financial Statements.
Capital commitments related to construction of property, plant and equipment. Future capital expenditures for
which contracts have been signed amount to RR 232,219 million as at 31 December 2015 (as at 31 December
2014: RR 233,101 million) including VAT. These amounts include accounts payable to construction companies
and suppliers of property, plant and equipment in the amount of RR 29,140 million as at 31 December 2015 (as at
31 December 2014: RR 58,002 million) (Note 20).
Note 27. Financial instruments and financial risks
Financial risk factors. The Group’s ordinary financial and business activities expose it to a variety of financial
risks, including but not limited to the following: market risk (foreign exchange risk, interest rate risks related to
changes in the fair value of the interest rate and the cash flow interest rate, and price risk), credit risk, and liquidity
risk. Such risks give rise to the fluctuations of profit, reserves and equity and cash flows from one period to another.
The Group’s financial management policy aims to minimise or eliminate possible negative consequences of the
risks for the financial results of the Group. The Group could use derivative financial instruments from time to time
for such purposes as part of its risk management strategy.
315
Financial instruments by categories:
31 December 2015
Financial assets
Available-for-sale investments (Note 9)
Long-term promissory notes (Note 10)
Long-term receivables and other non-
current assets (Note 10)
Cash and cash equivalents (Note 11)
Bank deposits (Note 12)
Short-term promissory notes (Note 10)
Loans given
Accounts receivable (Note 13)
Total financial assets
Financial liabilities
Non-current debt (Note 17)
Accounts payable to the shareholders
of FGC UES
Current debt and current portion
of non-current debt (Note 19)
Accounts payable and accrued charges
(Note 20)
Total financial liabilities
Loans and
receivables
Investments
available for
sale
Other financial
liabilities
-
204
15,180
28,176
30,269
194
1,114
41,655
116,792
-
-
-
-
-
22,271
-
-
-
-
-
-
-
22,271
-
-
-
-
-
Total
22,271
204
15,180
28,176
30,269
194
1,114
41,655
139,063
-
-
-
-
-
-
-
-
-
250,076
250,076
6
6
31,466
31,466
52,741
334,289
52,741
334,289
38
APPEndiCES
to thE AnnuAl REPoR t
ifRS ConSolid AtEd finAnCi Al StAtEmEnt S
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 27. Financial instruments and financial risks (continued)
31 December 2014
Financial assets
Available-for-sale investments (Note 9)
Long-term promissory notes (Note 10)
Other non-current assets (Note 10)
Cash and cash equivalents (Note 11)
Bank deposits (Note 12)
Short-term promissory notes (Note 10)
Loans given
Accounts receivable (Note 13)
Total financial assets
Financial liabilities
Non-current debt (Note 17)
Accounts payable to the shareholders
of FGC UES
Current debt and current portion
of non-current debt (Note 19)
Accounts payable and accrued charges
(Note 20)
Total financial liabilities
(а) Market risk
316
Loans and
receivables
Investments
available-for-
sale
Other financial
liabilities
-
354
2,933
42,068
185
625
69
46,286
92,520
-
-
-
-
-
14,384
-
-
-
-
-
-
-
14,384
-
-
-
-
-
Total
14,384
354
2,933
42,068
185
625
69
46,286
106,904
-
-
-
-
-
-
-
-
-
233,291
233,291
8
8
29,686
29,686
77,777
340,762
77,777
340,762
(i) Foreign exchange risk. The Group operates within the Russian Federation. The major part of the Group’s
purchases is denominated in Russian Roubles. Therefore, the Group’s exposure to foreign exchange risk is
insignificant.
(ii) Interest rate risk. The Group’s operating profits and cash flows from operating activity are not largely
dependent on the changes in market interest rates. Changes in interest rates impact primarily loans and borrowings
by changing either their fair value (fixed rate debt) or their future cash flows (variable rate debt). Management
does not have a formal policy of determining how much of the Group’s exposure should be to fixed or variable
rates. However, at the time of raising new loans or borrowings management uses its judgment to decide whether
it believes that a fixed or variable rate would be more favourable to the Group over the expected period until
maturity.
The Group does not account for any fixed-rate borrowings as fair value through profit or loss or as available-for-
sale. Therefore a change in interest rates at the reporting date would not have an effect in profit or loss or in equity.
There is no significant impact on the Group’s profit or loss or equity from the change in interest rates for variable
rate borrowings as most of the Group’s interest on borrowings is being capitalised in property, plant and equipment.
The increase of inflation by 1% would result in additional cash outflow of RR 1,362 million.
(iii) Price risk. Equity price risk arises from available-for-sale investments. Management of the Group monitors
its investment portfolio based on market indices. Material investments within the portfolio are managed on an
individual basis and all buy and sell decisions are taken by the management of the Group. The primary goal of the
Group’s investment strategy is to maximise investment returns in order to meet partially the Group’s investment
program needs. Transactions in equity products are monitored and authorised by the Group’s corporate finance
department. The total amount of investments available-for-sale exposed to the market risk equals RR 22,160
million. As at 31 December 2015, if equity prices at that date had been 10% higher (lower), with all other variables
held constant, the Group’s other comprehensive income would increase (decrease) by RR 2,216 million.
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 27. Financial instruments and financial risks (continued)
(b) Credit risk.
The amounts exposed to credit risk are as follows:
31 December 2015
Not overdue, not impaired
Not overdue, but impaired:
- gross amount
- less impairment provision
Overdue, but not impaired
Overdue and impaired:
- gross amount
- less impairment provision
Total amount
31 December 2014
Not overdue, not impaired
Not overdue, but impaired:
- gross amount
- less impairment provision
Overdue, but not impaired
Overdue and impaired:
- gross amount
- less impairment provision
Total amount
Long-term
promisso-
ry notes
(Note 10)
204
-
-
-
-
-
204
Long-term
promisso-
ry notes
(Note 10)
354
-
-
-
-
-
354
Other
non-cur-
rent assets
(Note 10)
15,180
-
33
(33)
-
-
85
(85)
15,180
Other
non-cur-
rent assets
(Note 10)
2,933
-
505
(505)
-
-
-
-
2,933
Cash and
cash equi-
valents
(Note 11)
28,176
-
-
-
-
-
-
-
28,176
Cash and
cash equi-
valents
(Note 11)
42,068
-
-
-
-
-
-
-
42,068
Bank
deposits
(Note 12
)
30,269
-
-
-
-
-
-
-
30,269
Short-term
promissory
notes
(Note 10)
194
-
-
-
-
-
12,022
(12,022)
194
Loans
given
1,114
-
-
-
-
-
-
-
1,114
Bank
deposits
(Note 12
)
Short-term
promissory
notes
(Note 10)
Loans
given
185
-
-
-
-
-
-
-
185
625
-
-
-
-
-
12,022
(12,022)
625
63
-
-
-
5
-
-
-
68
Accounts
receivable
(Note 13)
22,809
-
2,719
(2,719)
18,846
-
13,620
(13,620)
41,655
Accounts
receivable
(Note 13)
19,742
-
1,706
(1,706)
26,544
-
8,157
(8,157)
46,286
As at 31 December 2015 the amount of financial assets, which were exposed to credit risk, was RR 116,792 million
(as at 31 December 2014: RR 92,520 million). Although collection of receivables could be influenced by economic
factors, management of the Group believes that there is no significant risk of loss to the Group beyond the provision
for impairment of receivables already recorded.
The Group’s trade debtors are quite homogenous as regards their credit quality and concentration of credit risk.
They are primarily comprised of large, reputable customers, most of which are controlled by, or related to the
Government of the RF. Historical data, including payment histories during the recent credit crisis, would suggest
that the risk of default from such customers is very low.
Credit risk is managed at the Group level. In most cases the Group does not calculate their customers’ credit status
but rates their creditworthiness on the basis of the financial position, prior experience and other factors. The cash
has been deposited in the financial institutions with no more than minimal exposure to the default risk at the time
of account opening. Although some of the banks and companies have no international credit rating, management
believes that they are reliable counterparties with a stable position on the Russian market.
(c) Liquidity risk. Liquidity risk is managed at the Group level and includes maintaining the appropriate volume
of monetary funds, conservative approach to excess liquidity management, and access to financial resources by
securing credit facilities and limiting the concentrations of cash in banks. The table below analyses the Group’s
financial liabilities into relevant maturity groupings based on the remaining period at the end of the reporting
period to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash
flows. Balances due within 12 months equal their carrying balances, as the impact of discounting is not significant.
317
39
40
APPEndiCES
to thE AnnuAl REPoR t
ifRS ConSolid AtEd finAnCi Al StAtEmEnt S
318
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 27. Financial instruments and financial risks (continued)
As at 31 December 2015
Non-current and current debt and interest payable
(Notes 17, 19)
Accounts payable to the shareholders of FGC UES
(Note 15)
Accounts payable and accrued charges (Note 20)
Total as at 31 December 2015
As at 31 December 2014
Non-current and current debt and interest payable
(Notes 17, 19)
Accounts payable to the shareholders of FGC UES
(Note 15)
Accounts payable and accrued charges (Note 20)
Total as at 31 December 2014
Less than
1 year
1 to 2
years
2 to 5
years
Over 5
years
Total
55,652
42,873
102,855
351,941
553,321
6
52,741
108,399
-
-
42,873
-
-
102,855
-
-
351,941
6
52,741
606,068
59,586
40,949
97,357
250,322
448,214
8
77,777
137,371
-
-
40,949
-
-
97,357
-
-
250,322
8
77,777
525,999
(d) Fair value. Management believes that the fair value of financial assets and liabilities carried at amortised cost
is not significantly different from their carrying amounts, except for non-current and current debt (Notes 17 and
19). The carrying value of trade payables and trade receivables less provision for doubtful debtors is assumed to
approximate their fair value due to their short-term nature. The financial instruments of the Group carried at fair
value represent available-for-sale investments (Note 9). The fair value of the available-for-sale investments is
determined by the quoted prices (Level 1 inputs) in active markets for identical financial assets. There are no
significant unobservable inputs used in measuring fair values of financial assets and liabilities.
Note 28. Capital risk management
The Group’s management of the capital of its entities aims to comply with the capital requirements established by
the legislation of the Russian Federation for joint stock companies, in particular:
•
•
•
share capital cannot be lower than RR 100 thousand;
in case the share capital of an entity is greater than statutory net assets of the entity, such entity must
reduce its share capital to the value not exceeding its statutory net assets;
in case the minimum allowed share capital exceeds the entity’s statutory net assets, such entity is subject
for liquidation.
As at 31 December 2015 several companies of the Group namely OJSC “Nurenergo”, OJSC “Mobile gas-turbine
electricity plants”, OJSC “The Kuban trunk grids”, OJSC “Specialised electricity transmission service company
of the UNEG”, PJSC “Engineering and construction management centre of Unified Energy System”, OJSC
“Dalenergosetproject”, were not in compliance with all requirements mentioned above. Management of the Group
is currently implementing measures to ensure compliance with all legislation requirements within a short period.
Management considers that a breach of above mentioned requirements will not have material effect on the Group’s
consolidated financial statements. The Group’s capital management objectives are to ensure that its operations be
continued at a profit for the shareholders and with benefits for other stakeholders, and to maintain the optimal
capital structure with a view to reduce the cost of capital. In order to maintain or adjust the capital structure, the
Group can adjust the dividends paid to the shareholders or their contributions to the authorised capital by issuing
new shares or by selling assets to reduce debts.
The Group monitors capital ratios, including the gearing ratio, calculated on the basis of figures of financial
statements prepared under the Russian Accounting Regulations. The Group should ensure that its gearing ratio,
being the total debt divided by the total equity, does not exceed 0.50. As at 31 December 2015 the Company’s
gearing ratio calculated under Russian Accounting Regulations was 0.32 (as at 31 December 2014: 0.31).
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 29. Segment information
The Group operates within one operating segment. The Group’s single primary activity is provision of electricity
transmission services within the Russian Federation which is represented as Transmission segment.
The Board of Directors of the Company has been determined as chief operating decision maker (the “CODM”) of
the Group which generally analyses information relating to Transmission segment. The Board of Directors does
not evaluate financial information of other components of the Group to allocate resources or assess performance
and does not determine these components as segments. The key indicator of the transmission segment performance
is return on equity ratio (ROE). It is calculated based on the statutory financial statements prepared according to
Russian Accounting Regulations (RAR) as net profit divided by net assets. Accordingly, the measure of
transmission segment profit or loss analysed by the CODM is net profit of segment based on the statutory financial
statements prepared according to RAR. The other information provided to the CODM is also based on statutory
financial statements prepared according to RAR.
Revenue from external customers
Intercompany revenue
Total revenue
Depreciation and amortisation *
Interest income
Interest expenses
Current income tax
Profit for the year
Capital expenditure
Total reportable segment assets
Total reportable segment liabilities
Transmission segment – based on statutory financial
statements prepared according to RAR
Year ended
31 December 2015
173,003
362
Year ended
31 December 2014
168,748
237
173,365
77,744
8,334
8,517
81
19,186
75,597
168,985
80,669
6,305
5,595
82
3,198
128,721
31 December 2015
31 December 2014
1,287,303
433,413
1,248 887
427,207
* Depreciation charge under RAR is based on useful lives determined by statutory regulations.
Total revenue from segment (RAR)
Reclassification between revenue and other income
Non-segmental revenue
Elimination of intercompany revenue
Other adjustments
Year ended
31 December 2015
173,365
(1,625)
15,679
(362)
(16)
Year ended
31 December 2014
168,985
(469)
7,689
(237)
-
Total revenue (IFRS)
187,041
175,968
319
41
42
APPEndiCES
to thE AnnuAl REPoR t
ifRS ConSolid AtEd finAnCi Al StAtEmEnt S
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 29. Segment information (continued)
Profit for the year (RAR)
Property, plant and equipment
Adjustment to the carrying value of property, plant and equipment
Impairment of property, plant and equipment, net
Financial instruments
Reversal of re-measurement of available-for-sale investments
Impairment of available-for-sale investments
Discounting of promissory notes
Consolidation
Reversal of impairment of investments in subsidiaries
Adjustments to intercompany promissory notes
Reversal of re-measurement of treasury shares
Other
Adjustment to provision for legal claims
Adjustment to allowance for doubtful debtors
Accrual of retirement benefit obligations
Write-off of research and development to expenses
Share of result of associates
Share-based compensation
Deferred tax adjustment
Other adjustments
Non-segmental other operating loss
Profit / (loss) for the year (IFRS)
Year ended
31 December 2015
Year ended
31 December 2014
19,186
35,510
(1,183)
(7,750)
-
78
851
(2,137)
(202)
(449)
2,760
1,796
70
(8)
-
(2,021)
(1,788)
(615)
44,098
3,198
38,511
(68,211)
6,324
(6,027)
125
171
2,427
637
-
(5,345)
(280)
243
19
(6)
11,311
1,951
(5,649)
(20,601)
31 December 2015
31 December 2014
Total reportable segment liabilities (RAR)
Netting of VAT recoverable and payable
Netting of advances and payables
Recognition of finance lease liabilities
Accrual of retirement benefit obligations
Deferred tax liabilities adjustment
Accrual / (reversal) of payables recognised in another accounting period
Non-segmental liabilities
Elimination of intercompany balances
Total liabilities (IFRS)
433,413
(3,703)
(5,934)
519
7,034
(29,384)
1,091
39,126
(66,472)
375,690
427,207
(1,805)
(2,860)
614
6,132
(32,332)
(28)
23,395
(58,379)
361,944
320
PJSC “FGC UES”
Notes to the Consolidated Financial Statements
(in millions of Russian Rouble unless otherwise stated)
Note 29. Segment information (continued)
Total reportable segment assets (RAR)
Property, plant and equipment
Adjustment to the carrying value of property, plant and equipment
Impairment and revaluation of property, plant and equipment, net
Recognition of property, plant and equipment under finance lease
Financial instruments
Adjustment to cost of investments in associates
Adjustment to cost of available-for-sale investments
Discounting of promissory notes
Consolidation
Reversal of impairment of investments in subsidiaries
Reversal of impairment of promissory notes
Reversal of re-measurement of treasury shares
Unrealised profit adjustment
Elimination of investments in subsidiaries
Elimination of intercompany balances
Other
Write-off of research and development to expenses
Adjustment to allowance for doubtful debtors
Deferred tax assets adjustment
Netting of VAT recoverable and payable
Netting of advances and payables
Other adjustments
Non-segmental assets
Total assets (IFRS)
31 December 2015
31 December 2014
1,287,303
1,248,887
197,355
(466,452)
576
979
12,377
(350)
9,298
33,880
(806)
(426)
(23,847)
(66,472)
(2,182)
8,011
(11,851)
(3,703)
(5,934)
(1,355)
28,927
995,328
175,993
(465,268)
647
1,137
13,477
(428)
8,447
36,017
(604)
(840)
(23,406)
(58,379)
(2,252)
5,250
(12,793)
(1,805)
(2,860)
(496)
14,452
935,175
The main differences between financial information prepared in accordance with IFRS and the financial
information reported to the chief operating decision-maker related to profit or loss, and assets and liabilities results
from the differences in the accounting methods under IFRS and RAR. Financial information on segments reported
to the CODM under RAR does not reflect the adjustments made in accordance with IFRS.
Non-segmental revenue, non-segmental other operating loss, non-segmental assets and non-segmental liabilities
represent corresponding revenue, loss (profit), assets and liabilities of components (subsidiaries) that are not
determined as segments by the CODM.
Information on revenue for separate services and products of the Group is presented in Note 21. The Group
performs most of its activities in the Russian Federation and does not have any significant revenue from foreign
customers or any non-current assets located in foreign countries.
The major customers of the Group are government-related entities. The amounts of revenue from such entities are
disclosed in Note 5. The Group has no other major customers with turnover over 10 percent of the Group revenue.
321
43
44