4.11 Board of Internal Auditors
For the purpose of exercising control over financial and economic activities, the Board of Internal Auditors is elected at the annual General Shareholders’ Meeting for a term extending until the next annual General Shareholders’ Meeting. The Board of Internal Auditors conducts its activities pursuant to the Company’s Charter and the Regulation on the Board of Internal Auditors.
The competence of the Board, as envisaged by the Charter includes:
- Examination (audit) of the Company’s financial, accounting, payment, settlement, and other documentation related to the conduct of the Company’s financial and economic activities for compliance with the legislation of the Russian Federation, Charter, and bylaws of the Company;
- Verification of the accuracy of the data contained in the annual report and the Company’s annual accounting (financial) statements;
- Inspection and analysis of the Company’s financial condition, solvency, the functioning of its risk management and internal control systems, asset liquidity, the ratio of own and borrowed funds, the accuracy and timeliness of interest accrual and payment on bonds, and income on other securities;
- Control over the expenditure of the Company’s funds in accordance with the approved business plan and budget of the Company;
- Oversight of the formation and use of the Company’s reserve fund and other funds;
- Verification of the timeliness and correctness in conducting settlement operations with counterparties and the budget, as well as settlement operations related to payroll, social insurance, accrual and payment of dividends, and other settlement operations;
- Control over adherence to the established procedure for writing off losses on the Company’s receivables from insolvent debtors;
- Examination of the Company’s business transactions executed pursuant to concluded contracts;
- Verification of compliance, in the use of material, labor, and financial resources in financial-economic activities, with valid contracts, norms and standards, approved budgets, and other documents regulating the Company’s activities;
- Control over the safekeeping and utilization of fixed assets;
- Confirmation of the accuracy of the data contained in the report on related-party transactions concluded by the Company;
- Inspection of the Company’s cash and property, assessment of the efficiency of asset and other resource use, identification of causes of non-operating losses and expenses, and identification of reserves for improving the Company’s financial condition;
- Verification of the implementation of directives regarding the elimination of violations and deficiencies previously identified by the Board of Internal Auditors;
- Formulation of recommendations for the Company’s governing bodies;
- Performance of other actions (measures) related to the audit of the Company’s financial and economic activities.
The Board’s objectives are:
- Oversight of financial and business operations of the Company;
- Independent evaluation of authenticity of information disclosed in the Company’s annual report and financial statements;
- Validation of data disclosed in the Company’s report on related-party transactions.
As stated by the Charter, the Board of Internal Auditors consists of 5 members. There were 2 compositions of the Board of Internal Auditors during 2025.
The present composition of the Board was elected by the Annual General Meeting[48]
| No. | Name | BoIA members’ background |
|---|---|---|
| 1 | Anton Sergeyevich Ulyanov |
Born in 1979.
Educational background: GOUVPO Moscow State Law Academy (2004), Institute of Internal Auditors Association (2024), OOOLimited Liability Company Educational Center IVA (2021), OOOLimited Liability Company KUMTs APR (2025), Working experience: 2021 – present day – PAOPublic Joint-Stock Company Rosseti’s Internal Control and Risk Management Director — Head of Internal Control and Risk Management Department, since 12.2022 Internal Audit Director – Head of Internal Audit Department. |
| 2 | Viktor Vladimirovich Tsarkov |
Born in 1977.
Educational background: Moscow Institute of Economics, Management and Law (2005), Russian Academy of State Service at the President of the Russian Federation (2007), Self-regulated Auditor Organization Russian Auditors Union (Association), Educational and Methodological Center of Russian Auditor Union Intrekon-Intellekt (2017), OOOLimited Liability Company Educational Center IVA (2023). Working experience: 2020 – 2023 – PAOPublic Joint-Stock Company Rosseti’s First Deputy Head of Internal Audit Department (as a second job). 2017 – present day – Public Joint-Stock Company Federal Grid Company — Rosseti’s First Deputy Head of Internal Audit (prior to 12.10.2022: PAOPublic Joint-Stock Company FSK Federal Grid Company ofUES) |
| 3 | Svetlana Mikhailovna Trishina |
Born in 1979.
Educational background: Amur State University (2001), International Academy of Expertise and Appraisal (2018, 2021), OOOLimited Liability Company Enterprise Reform Center (2024). Working experience: 2017 – present day: Public Joint-Stock Company Federal Grid Company — Rosseti’s Head of Financial Audit Section; Head of Financial Audit, Methodology and Reporting Section; Head of Corporate Audit and Control in SACs Section; Deputy Head of Internal Audit Department – Head of Corporate Audit and Control in SACs Section. |
| 4 | Maksim Gennadyevich Kormiltsev |
Born in 1988.
Educational background Moscow State Industrial University (2010), The Institute of Professional Financial Managers (2019), Institute of Internal Auditors Association (2025). Working experience: 2016 — present day – PAOPublic Joint-Stock Company Rosseti’s chief expert of Corporate Audit and Control in SACs Section of Internal Audit Department. |
| 5 | Elena Mikhailovna Roptanova |
Born in 1974.
Educational background: Samara State Academy of Economics (1996), Auditor qualification certificate No.K027540, Qualification Assessment Center of Institute of Internal Auditors Association (2025). Working experience: 2020 – present day – PAOPublic Joint-Stock Company Rosseti’s chief expert of Corporate Audit and Control in SACs Section of Internal Audit Department; |
Biographies of the Board of Internal Auditors members, serving between 31.05.2024 and 22.06.2025, are disclosed in the Company’s FY2024financial year 2024 annual report[1].
Members of the Board of Internal Auditors do not have shares of PAOPublic Joint-Stock Company Rosseti Ural or its affiliates. There were no transactions between the Company and Board’s members in 2025. The Company has not brought civil actions against Board’s members. Based on the analysis of questionnaires completed by the Board’s members, the Company deems that:
- Members of the Board of Internal Auditors do not have close family ties (spouses, parents, children, adoptive parents, adoptees, siblings, grandparents, grandchildren) with members of the Board of Directors, members of the collegiate executive body or entity serving (functioning) as the sole executive body of PAOPublic Joint-Stock Company Rosseti Ural;
- Members of the Board of Internal Auditors were not held administratively liable for infringements in finance, taxes and levies, insurance and securities market or criminally liable (or had previous criminal records) for economic crimes or crimes against state;
- Members of the Board of Internal Auditors have not occupied positions in the management bodies of commercial companies going bankrupt and/or undergoing one of bankruptcy proceedings stated by the Russian bankruptcy legislation[59].
2025 progress report of the Board of Internal Auditors.
In 2025, the Board of Internal Auditors has conducted the audit of the Company’s 2024 performance. The audit included: evaluation of authenticity of the accounting (financial) statements prepared as of 31.12.2024, analysis of the Company’s financial condition and status as of 31.12.2024, evaluation of authenticity of the FY2024financial year 2024 annual report, inspection whether related-party transaction procedures comply with the Russian laws, scrutiny of the Company’s activities related to the arrangement of technological and price audits of investment program progress reports and measures to eliminate violations and weaknesses exposed in experts’ reports that came out of the technological and price audits of investment program progress reports, other items, analysis of the KPIskey performance indicators, their formation and assessment of execution.
The BoIA’s report, approved by the Company’s Board of Internal Auditors[60], expressed opinion on the authenticity of information contained in the FY2024financial year 2024 annual report, FY2024financial year 2024 accounting (financial) statements in all material respects. No evidence of misrepresentation of information contained in the 2024 report on related-party transactions has been found. The report was included into the list of materials to be disseminated among Company’s shareholders during preparation of the Annual General Meeting in 2025.
Remuneration of the Board of Internal Auditors
The amount of remuneration due to the Board of Internal Auditors and payout procedure is stipulated by the Regulations on remunerations and compensations due to the Board of Internal Auditors[48]. Remuneration is charged for a member’s corporate year service, depending upon the degree of member’s involvement in the Board’s activities. Member’s remuneration is based on the fixed component, set upon the annual RASRussian Accounting Statements revenues. In 2025, the Board of Internal Auditors received RUBruble 792 thousand (incl. taxes) as remunerations and compensations.
[1] https://www.e-disclosure.ru/portal/files.aspx?id=12105&type=2