Organizational Structure of Governing Bodies
- General Shareholders Meeting
- Board of Directors
- General Director
Structure of the Board of Directors
OJSC Samaraenergo General Director
Authority of the General Shareholders Meeting according to the Charter of OJSC Samaraenergo:
The General Shareholders Meeting is the highest management body of the Company.
The General Shareholders Meeting is authorized to address the following issues:
- Alteration of articles and making additions to the Charter or adoption of a redrafted Charter
- Re-organization of the Company
- Liquidation of the Company, assignment of a liquidation commission and approval of the intermediate and final liquidating balances
- Determination of number, face value, category (type) of authorized shares and rights provided by these shares
- Increase of registered capital of the Company by increasing share nominal value or by placing additional shares
- Decrease of registered capital of the Company by decreasing share nominal value, by buy-back of shares to reduce their total number, and also by retirement of purchased or bought out shares by the Company
- Stock-split and consolidation of shares of the Company
- Decision making with regard to placement of convertible bonds by the Company and other convertible equity securities
- Election of members of the Board of Directors and early termination of their powers
- Election of members of the Company’s revision commission and early termination of its powers
- Approval of the Company’s auditor
- Decision making with regard to delegation of authority of the Company’s executive body to a management organization (manager)
- Approval of annual reports, annual accounting report, including Company's profit-and-loss reports (statement of profit and loss), and also profit distribution including payment of dividends and Company’s losses in the past financial year
- Determination of rules governing procedures of the General Shareholders Meeting
- Decision making with regard to approval of transactions in cases stipulated in article 83 of the Federal Law "About Joint Stock Companies"
- Decision making with regard to approval of major transactions stipulated in article 83 of the Federal Law "About Joint Stock Companies"
- Decision making with regard to participation in holding companies, financial and industrial groups, associations and other commercial connections
- Approval of internal documents regulating the activity of the Company’s bodies
- Decision making regarding payment of remuneration and (or) compensation to members of the Revision Commission of the Company
- Decision making regarding payment of remuneration and (or) compensation to the members of the Board of Directors of the Company
- Other issues stipulated by the Federal Law "About Joint Stock Companies".
The competence of the Board of Directors according to the articles of OJSC Samaraenergo:
The Board of Directors of the Company carries out general operating control of the Company except for the issues assigned by the Federal Law "About Joint Stock Companies" and the present Charter to the competence of the General Shareholders Meeting.The Board of Directors has competence to address the following issues:
1) Determination of priority areas of the Company’s operations
2) Calling the annual and extraordinary shareholders meetings except for the cases stipulated in paragraph 14.8 of article 14 of the present Charter and also announcing of the date of a new General Shareholders' Meeting in place of one which was cancelled due to lack of quorum
3) Approval of the agenda of the General Shareholders Meeting
4) Election of a Secretary of the General Shareholders Meeting
5) Determining the date for drawing up a list of persons having the right to participate in the General Shareholders Meeting, solving other questions connected with preparing and holding the General Shareholders Meeting
6) Statement of questions to be solved by the General Shareholders Meeting of the Company, as provided by subparagraphs 2, 5, 7, 8, 12-19 of paragraph 10.2 of article 10 of the present Charter
7) Placement of bonds and equity securities by the Company except for cases stipulated by the Federal Law "About Joint Stock Companies" and the present Charter
8) Approval of decisions regarding emission of securities, prospectuses and placement reportsapproval of reports regarding acquisition of shares from the Company’s shareholders and reports regarding redemption of shares by the Company’s shareholders
9) Evaluation of assets, placement price and redemption of equity securities in cases provided by the Federal Law "About Joint Stock Companies", and also in the solution of questions stipulated by subparagraphs 20, 39 of paragraph 15.1 of the present Charter
10) Acquisition of shares, bonds and other securities placed by the Company, in cases stipulated by the Federal Law "About Joint Stock Companies"
11) Carve-out of shares of the Company obtained by redemption from the Company’s shareholders
12) Election of the Company’s General Director and early termination of his powers
13) Recommendations to the General Shareholders Meeting regarding extent of remuneration and compensation paid to the members of the Company’s Revision Commission, and determination of the Auditor’s salary
14) Recommendations regarding amount of dividend per share and timing of dividend payments
15) Approval of internal documents of the Company determining the authorized capital formation and procedures for use
16) Authority to use of Company’s assets, approval of special-purpose fund budgets and review of summaries on how special-purpose fund budget were used
17) Approval of internal documents of the Company except for those falling into the competence of the Company’s executive bodies
18) Approval of the annual (quarterly) business plan, the budget of the Company and reports regarding results of the budget’s implementation, and also approval (updating) of cash flow target values (budget) and/or cash flow (budget)
19) Establishment of branches and opening of representative offices of the Company or their liquidation:
19.1) Alteration of articles of the Company connected with establishing branches and opening representative offices of the Company (including changing of names and location of the branches and representative offices of the Company), their liquidation
20) Regarding participation of the Company in other organizations (including accommodation of constitutional documents), change in interest (amount of shares, participatory interest, equity positions), impairment of shares (equity positions) and withdrawal from other organizations taking into account the following statement:
- Decision making regarding settlement of one or several interconnected transactions related to alienation, pawning or other impairment of shares and equity positions of the CC not engaged in production, transportation, transmission, dispatching, distribution and sale of the electrical and heat energy in case market value of the shares or equity positions being subject of transaction determined in accordance with the decision of an independent appraiser exceeds 30 million rubles, and also in other cases (amounts) determined by separate decisions of the Board of Directors.21) Policy making and decision making related to obtaining and issuing loans, obligations, guarantees, conclusion of credit facility agreements and loan agreements, pledge agreements
22) Managing settlement of transactions with assets, works and services having a value of from 5 to 25 percent of book value of the Company’s assets determined as on decision of conclusion of a transaction
23) Approval of major transactions in cases stipulated by article X of the Federal Law "About Joint Stock Companies"
24) Approval of transactions stipulated by article XI of the Federal Law "About Joint Stock Companies"
25) Approval of a Company’s registrar, terms of agreement with it and also cancellation of agreements with it
26) Election of the Chairman of the Board of Directors and early termination of his powers
27) Election of the Vice Chairman of the Board of Directors and early termination of his powers
28) Election of a Secretary of the Board of Directors and early termination of his powers
29) Preliminary approval of decisions regarding settlement of transactions by the Company related to transfer of Company’s property without compensation or property rights to itself or a third partytransactions connected with remission of property liability to itself or a third partytransactions connected with provision of gratuitous services (execution of work) to third parties in cases (amounts) determined by individual solutions of the Board of Directors and decision making related to settlement of such transactions in cases when the above mentioned cases (amounts) are not determined
31) Agreement of candidates for particular positions of the Company’s executive establishment as determined by the Board of Directors of the Company
32) Decision making regarding suspension of authority of the management organization (manager)
33) Decision making regarding assignment of a new acting General Director of the Company in cases provided by the paragraphs 19.14, 19.15 of the present Statute
34) Bringing the General Direcor of the Company to disciplinary responsibility in accordance with the labor legislation of Russian Federation
35) Examination of reports of the General Director regarding activity of the Company (including his execution of his responsibilities), regarding execution of decisions of the General Shareholders Meeting and the Board of Directors of the Company
36) Approval of coordination procedures between the Company and organizations where the company has a participation
37) Determination of the Company’s position (Company’s representatives) regarding the following agenda issues of the general shareholders meetings and meetings of boards of directors of subsidiary companies (including the type of voting regarding agenda issues): liquidation of an existing company, reorganization, determination of quantitative representation of a company’s board of directors, recommendation and elections of its members and early termination of their powers, determination of the minimum size of authorized shares, increase of a company’s share capital by increasing the nominal value of shares or by additional stock placement, share split and consolidation of shares of ompanies, settlement of major transactions, determination of the agenda of general shareholders meetings, decision making regarding participation of a company in other organizations
38) Determination of the Company’s position (Company’s representatives) regarding the following agenda issues of the general shareholders meetings and meetings of boards of directors of subsidiary companies (including the type of voting regarding agenda issues): introduction of alterations and additions to the constitutional documents of the organization, decision making regarding change in interest and withdrawal of the Company from other organizations
39) Preliminary approval of decisions regarding settlement of:
à) Transactions with noncurrent assets of the Company in the amount from 10 to 25 percent of balance sheet value of these assets as on decision making regarding settlement of such transaction
á) Transactions (including several interconnected transactions) associated with assignment or possibility of assignment of assets, making fixed assets, intangible assets, assets under construction intended for production, transportation, transmission, dispatching, distribution and sale of electrical and thermal energy in cases (amounts) determined by particular decisions of the Board of Directors of the Company
41) Recommendation of candidates for the position of individual executive body of organizations of any legal organizational forms where the Company has a participation
42) Decision making regarding questions in the competence of highest management bodies of those companies having 100 (one hundred) percent registered capital in Company’s possession (taking into account subparagraphs 37, 38 of article 15.1 of the present Charter)
43) Determination of provision of the Company’s insurance coverage including approval of the Company’s insurance carrier
44) Approval of a candidate independent appraiser (appraisers) for determining the value of shares and assets of the Company in cases stipulated by the Federal Law "About Joint Stock Companies" and the present Charter
45) Other questions qualified as falling with the competence of the Board of Directors by the Federal Law "About Joint Stock Companies" and the present Charter.
46) Preliminary approval of decisions regarding settlement of transactions by the Company (including several interconnected transactions), associated with assignment or possibility of assignment of assets, making fixed assets, intangible assets, assets under construction intended for production, transportation, transmission, dispatching, distribution and sale of the electrical and thermal energy in cases (amounts) determined by particular decisions of the Board of Directors of the Company.
The presence of a collegiate executive authority of the issuer is not stipulated in accordance with the Company Charter.
The management of current activities of OJSC Samaraenergo is carried out by the sole executive body – General Director.
The General Director of the Company reports to the General Shareholders Meeting and the Board of Directors of the Company.
The General Director of the Company has the right to solve all questions connected with current management of the Company except for questions relating to the competence of the General Shareholders Meeting and the Board of Directors of the Company.
The General Director of the Company acts on behalf of the Company without a special power of attorney, taking into account limitations stipulated by current legislation, the present Charter and decisions of the Board of Directors of the Company:
- Provides implementation of the Company’s action plans needed to meet its goals
- Organizes bookkeeping and accounting within the Company
- Settles Company’s assets, makes transactions on behalf of the Company, opens operating and other accounts of the Company at banks and other credit organizations (and also, as stipulated by current legislation, in professional organizations participating in the securities market)
- Issues orders, approves (accepts) instructions, local statutory acts and other internal documents of the Company within his competence, gives instructions obligatory for execution by all employees of the Company
- Approves regulations for branches and representative offices of the Company
- Approves the general structure of the executive establishment of the Company
- Approves the staff schedule and salaries of the employees of the Company in accordance with the general structure of the executive establishment
- Carries out the rights and obligations of the employer as provided by labor legislation in regard to the employees of the Company
- Distributes responsibilities between the deputy managers of the General Director
- Submits the annual report, bookkeeping balance sheet, statement of profit and loss, profit and loss sharing to the Board of Directors of the Company within 45 (forty five) days prior the annual General Shareholders Meeting
- Submits reports to the Board of Directors of the Company regarding finances and business operations of subsidiary companies and dependent companies having their shares in possession of the Company and also information about other organizations where the Company has a participation
- Resolves other issues connected with current activities of the Company except for questions relating to the competence of the General Shareholders Meeting and the Board of Directors of the Company.
OJSC Samaraenergo does not have any internal document establishing rules of corporate behavior. However the Company observes the main principles of corporate behavior set down in the in the Code of Corporate Behavior recommended by the Federal Commission for the Securities Market of Russia.
