4 out of 11 Board members are independent.
In 2018 the Board of Directors of Inter RAO has elected for the first time a Senior Independent Director. Currently Elena Sapozhnikova (Partner Digital Horizon) holds this position.
The composition of the Board of Directors is published at the following link: http://www.interrao.ru/en/company/rukovod/
PJSC Inter RAO has developed Policy of Cooperation with Independent Auditor.
This Policy governs the following:
- the procedure and criteria for selecting the Company’s auditor based on the results of tender procedures;
- the procedure for approving the auditor at the Company's Annual General Meeting of Shareholders;
- approaches to providing non-audit services by the Company's Auditor;
- the rules for rotating the lead auditors.
The Policy also contains:
- List of services prohibited to be rendered to PJSC Inter RAO, its subsidiaries and/or affiliates (hereinafter the "Group") by an external auditor and unable to be approved by the Audit Committee
- List of services for which use of an external auditor is considered pre-approved
- List of services requiring preliminary approval of the Audit Committee of the Board of Directors of PJSC Inter RAO.
The Policy is published at the following link: http://www.interrao.ru/upload/doc/Interaction_with_auditor_en.pdf
The Company has a procedure ensuring repayment (return) to the Company of bonus payments unjustly received by members of executive bodies and other key management personnel of the Company.
A claw-back provision is incorporated in the Regulations on Financial Incentives of the Chairman and Management Board (Amendments to this regulation are approved by the decision of the Company's Board of Directors of December 29, 2016 (Minutes No. 189 of December 30, 2016).
Such cases did not occur in practice of PJSC Inter RAO.
The General Meeting of Shareholders votes by the principle "one voting share — one vote", with the exception of cumulative voting on the item on election of the Board of Directors of the Company.
For cumulative voting, the number of votes disposed by each shareholder shall be multiplied by the number of persons to be elected to the Board of Directors of the Company, and the shareholder is entitled to cast the votes thus received all for one candidate or distribute them between two or more candidates.
The candidates who have received the biggest number of votes shall be deemed elected to the Board of Directors of the Company.