4.6 Corporate Secretary
As part of the implementation of the principal provisions of the Bank of Russia Corporate Governance Code into the corporate governance system of PAOPublic Joint-Stock Company Rosseti Ural in 2016, the position of Corporate Secretary was established within the Company’s staffing schedule. The status of the Corporate Secretary, requirements for his candidacy, procedure for appointment and termination of powers, his subordination, and interaction with the Company’s governing bodies and structural units, as well as other matters of the Corporate Secretary’s activities, are determined by the Regulation on the Corporate Secretary. The Corporate Secretary is appointed to and dismissed from the position by the General Director based on the Board of Directors’ resolution regarding his election. The Corporate Secretary is a person directly accountable to and controlled by the Board of Directors. The Corporate Secretary’s administrative subordination is determined by the organizational structure approved within the Company. The candidacy for the Corporate Secretary position is proposed for the Board of Directors’ consideration by the Chairman of the Board of Directors in coordination with the General Director. In case of the General Director’s disagreement with the candidacy proposed by the Chairman of the Board of Directors for the Board of Directors’ consideration, the General Director may submit an alternative proposal regarding the Corporate Secretary candidacy to the Chairman of the Board of Directors. In the absence of candidacies for election to the Corporate Secretary position, the Board of Directors may appoint a person acting as Corporate Secretary.
Pursuant to the Regulation on the Corporate Secretary, his principal functions include:
- participation in organizing the preparation and conduct of meetings and absentee voting for decision-making by the General Shareholders’ Meeting;
- ensuring the effective operation of the Board of Directors;
- participation in implementing the Company’s information disclosure policy, as well as ensuring the storage of the Company’s corporate documents;
- ensuring the Company’s interaction with its shareholders and participation in preventing corporate conflicts;
- ensuring the Company’s interaction with regulatory authorities, trading organizers, registrar, and other professional securities market participants within the powers assigned to the Corporate Secretary.
The full list of the Corporate Secretary powers is established in the Regulations on the Corporate Secretary.
By the resolution of the Board of Directors[55] Sergey Anatolyevich Gusak was elected to serve as the Corporate Secretary of PAOPublic Joint-Stock Company Rosseti Ural.
Sergey Anatolyevich Gusak
Background information:
Born in 1977. Educational background: Urals State Law Academy (graduate degree). Head of Corporate Governance and Stockholder Relations Department at PAOPublic Joint-Stock Company Rosseti Ural since 2008. Share in the charter capital of the Company and its SACs / common stock owned: none. Family ties with members of executive and/or oversight bodies: none. Managerial positions for the past 5 years: member of the Executive Board of NChOU DPO Educational Center of Rosseti Ural.