RCS - PJSC Inter RAO UES - Results of the Board of Directors Meeting

St Joe CoAnnouncement

31/03/2020 16:00

RNS Number : 2726I
  
PJSC Inter RAO UES
  
31 March 2020
  
 

Results of the Board of Directors meeting of Inter RAO
Moscow, March 31, 2020 - Public Joint Stock Company "Inter RAO UES" ("Inter RAO", "Company", ticker on MOEX: IRAO), the largest diversified utilities holding in Russia, announces the results of the Board of Directors meeting of Inter RAO held on March 31, 2020 by absentee voting.
The Board of Directors considered and adopted the following resolutions:
1. Approval of the report on the functioning of the risk management and internal control system of Inter RAO Group for the year 2019:
 
- Approve the report on the functioning of the risk management and internal control system of Inter RAO Group for the year 2019.
- Take note of the assessment of the current state of the risk management and internal control system for compliance with the target criteria for the development of the risk management and internal control system of Inter RAO.
- Approve the roadmap for achieving the target criteria for the development of the risk management and internal control system of Inter RAO Group, including the development plan of risk management and internal control system for the year 2020.
- Approve criteria for classifying risks as critical in terms of their impact on EBITDA, ODP and cash flow.
- Approve the criteria for the attribution of risks to the strategic.
2. Status of the company's risk management work:
- Approve the report on the company's risk management work.
3. Approval of the Group's Critical Risk Management Plan for 2020:
- Approve the Group's Critical Risk Management Plan for 2020.
4. Consideration of the Report on the functioning of the internal control and risk management system in the area of antitrust compliance:
- Approve the Report on the functioning of the internal control and risk management system in the area of antitrust compliance/
5. Consideration of the report of Inter RAO on implementation, discipline of execution and operational efficiency of procedures on the organization of systems of risk management and internal control in the field of counteraction and the prevention of corruption (the Report on the functioning of the anti-fraud and anti-corruption system) for the year 2019:
- Approve the report of Inter RAO on implementation, discipline of execution and operational efficiency of procedures on the organization of systems of risk management and internal control in the field of counteraction and the prevention of corruption (the Report on the functioning of the anti-fraud and anti-corruption system) for the year 2019.
- Perform an external independent assessment of the effectiveness of the anti-fraud and anti-corruption system in the year 2020.
6. Consideration of the report on corporate governance practice (the report of the head of the division performing functions of the Corporate Secretary):
 
- Approve the report of the Deputy General Director, Head of the Corporate and Property Relations Unit, Corporate Secretary on the company's corporate governance practices for 2019, including the Report on compliance with the company's information policy, the Report on compliance with the principles and recommendations of the Corporate Governance Code recommended for application by the Bank of Russia, and the Report on implementation of decisions of the Board of Directors of Inter RAO.
 
7. Consideration of the internal audit unit Reports on evaluating the effectiveness of the risk management and internal control system of Inter RAO Group and on evaluating the corporate governance practices of Inter RAO for 2019:
 
- Consider the Report on evaluating the effectiveness of the risk management and internal control system of Inter RAO Group for 2019 (including the results of evaluating the effectiveness of the risk management and internal control process in the field of preventing and combating corruption, evaluating the effectiveness of the antitrust compliance system, evaluating the process of identifying and selling non-core assets).
 
- Consider the report on the assessment of corporate governance practices.
 
8. Approval of the report on the activities of the Internal audit unit for the year 2019:
 
- Approve the report on the activities of the Internal audit unit for the year 2019.
 
9. Awarding of the Head and employees of the Internal audit unit of Inter RAO:
 
- Approve the report on the performance of bonus indicators (key performance indicators (KPIs) and control indicators (KPIs)) of the Head and employees of the Internal audit unit of the Company for the year 2019.
- Award the Head and employees of the Internal audit unit of the Company in accordance with the results of performance of bonus indicators (KPIs and KPIs) for the year 2019.
 
10. Approval of the report on implementation of the consolidated cost management program for key companies of Inter RAO Group for the year 2019:
 
- Approve the report on implementation of the consolidated cost management program for key companies of Inter RAO Group for the year 2019.
11. Approval of the reports on the activities of the committees of the Board of Directors of Inter RAO (Audit Committee, Nomination and Remuneration Committee, Strategy and Investments Committee) for 2019-2020 corporate year:
- Approve the report on the activities of the Audit Committee of the Board of Directors of Inter RAO for 2019-2020 corporate year.
- Approve the report on the activities of the Nomination and Remuneration Committee of the Board of Directors of Inter RAO for 2019-2020 corporate year.
- Approve the report on the activities of the Strategy and Investments Committee of the Board of Directors of Inter RAO for 2019-2020 corporate year.
12. Evaluation of the Board of Directors Inter RAO:
- Approve the procedures of self-assessment and independent evaluation of the Board of Directors of Inter RAO.
- Involve the Joint - Stock company "Independent registration company R. O. S. T." (JSC "NRK-R. O. S. T.") for the self-assessment of the performance of the Board of Directors of Inter RAO in 2019.
- Members of the Board of Directors of Inter RAO must submit completed questionnaires no later than April 15, 2020.
- Review the results of the self-assessment of the Board of Directors of Inter RAO, containing recommendations for improving the activities of the Board of Directors and its committees, no later than June 30, 2020.
 
 
 The foregoing information is disclosed in compliance with the Securities Act of the Russian Federation.
For further information, please contact Inter RAO:
Larisa Sadovnikova     Head of Investor Relations                +7 495 664-88-40 (ext. 2068)
                                                                                                                                  sadovnikova_lv@interrao.ru
Nikolay Gorelov           Press Secretary                                  +7 495 664-88-40 (ext. 2010)
                                                                                                                                 gorelov_nv@interrao.ru
Svetlana Sidelnikova    Head of Corporate Relations and Anti-trust Compliance
+7 495 664-88-40 (ext.2081)                                                            chuchaeva_sy@interrao.ru 
Inter RAO is a diversified utilities holding headquartered in Moscow and managing assets in different countries. The company produces and sells electric energy and heat, trades energy on the international market, and engineers, designs and builds generating assets. Inter RAO Group owns and operates approximately 31.9 GW of installed power generating capacity. Inter RAO corporate strategy is focused on making the company a global energy enterprise and a key player in the international energy market.
For further information see www.interrao.ru


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