Management bodies

According to item 9.1 of Article 9 of the Charter of Lenenergo, the Company’s governing bodies are as follows:

General Shareholder Meeting;
Board of Directors;
Management Board (collegial executive body);
Director General (sole executive body).

General Shareholder Meeting

General Shareholder Meeting is a supreme management body of Lenenergo. The competence of General Shareholder Meeting is set forth by the Federal Law # 208-FZ About Joint Stock Companies and the Company Charter.

Extraordinary General Shareholder Meeting

In accordance with the request of the Company’s shareholder JSC ROSSETI received by Lenenergo on 18 December 2013, the Board of Directors of Lenenergo on 20 December 2013 (Minutes #17 of 23 December 2013) decided to convene an extraordinary General Shareholder Meeting on termination of powers of the Board of Directors and the Audit Commission and election of new members of governing and control bodies.

Proposals of shareholders to nominate candidates to the Board of Directors and the Audit Commission were considered by the Board of Directors in the terms established by applicable legislation of the Russian Federation and the Charter (decision of the Board of Directors of 18 February 2014, Minutes #23 of 21 February 2014).

General Shareholder Meeting was held on 17 March 2014 (Minutes #1/2014 of 18 March 2014) in the form of co- presence (meeting).

The agenda of the extraordinary General Shareholder Meeting of Lenenergo held on 17 March 2014 included the following issues:

About early termination of powers of members of the Board of Directors.

About election of members of the Board of Directors.

About early termination of powers of members of the Audit Commission.

About election of members of the Audit Commission.

Shareholders of the Company are entitled:

to participate personally or through representatives in General Shareholder Meeting with a right to vote on all issues within their competence;
to introduce proposals to the agenda of the General meeting in the order stipulated by the current legislation of the Russian Federation and the Charter;
to receive information on the Company’s activity and get acquainted with documents according to Article 91 of the Federal Law About Joint-Stock Companies;
to receive dividends declared by the Company;
to primary acquisition of additional shares placed by public offering and issue-grade securities converted into shares in the quantity proportional to the number of shares of this category (type) belonging to them;
in case of elimination of the Company to receive a part of its property;
to receive the Company’s property in case of its liquidation;
to exercise other rights provided by the legislation of the Russian Federation.

The rights of the shareholders owning at least 1%

The shareholder(s) owning at least 1% of voting shares shall have the right to receive the list of persons entitled to participate in the General Shareholder Meeting and the list from the register of shareholders on the name of the registered persons and the number of shares they own.

The shareholder(s) owning at least 2% of the Company’s voting shares may propose issues to the agenda of the Annual General Shareholder Meeting and nominate candidates to the Board of Directors, Audit Commission and a candidate for the position of the sole Executive body of the Company. Making proposals to the agenda of the Annual General Shareholder Meeting must be received by the Company not later than 60 days from the end of the fiscal year

The shareholder(s) owning at least 10% of the Company’s voting shares may submit a request to convene an extraordinary General Shareholder Meeting.

The shareholder(s) owning in aggregate at least 25% of voting shares may get access to accounting documents and minutes of the meeting of the collegial Executive body.

Annual General Shareholder Meeting

Annual General Shareholder Meeting of Lenenergo was held on 23 June 2014 (Minutes #2/2014 of 24 June 2014).

Proposals of shareholders for inclusion of issues in the AGM agenda and nomination of candidates to the governing and control bodies of the Company were considered by the Board of Directors in the terms established by applicable legislation of the Russian Federation and the Charter (decision of the Board of Directors of 6 March 2014, Minutes #25 of 12 March 2014).

The agenda of the AGM of Lenenergo held on 23 June 2014 included the following issues:

About approval of the annual report, annual accounting statements, and about profit distribution (including about payment of dividends) and losses of the Company by results of 2013 financial year.

About election of members of the Board of Directors.

About election of members of the Audit Commission.

About approval of the auditor.

About approval of the Charter in the new edition.

About approval of the Company’s internal document: Regulations on the procedure of preparation and holding of General Shareholder Meetings in the new edition.

About approval of the Company’s internal document: Regulations on the Audit commission in the new edition.

About approval of the transaction on placement to the city of St. Petersburg by open subscription of additional ordinary shares of the Company which is a related party transaction.

About approval of the contract for liability insurance of Directors and officials of the Company which is a related party transaction.

The General Shareholder Meetings were held in accordance with the applicable legislation of the Russian Federation, the provisions of normative legal acts of the Bank of Russia and FFMS which established additional requirements to the procedure of holding General Shareholder Meetings, the Company’s Charter and the Regulations on the procedure of preparation and holding of General Shareholder Meetings of Lenenergo.

Vote results on all issues on the agendas of meetings were announced at the meetings after summing up results in accordance with the provisions of Article 62 of the Federal Law About Joint Stock Companies.

The Board of Directors is the governing body of Lenenergo, which provides overall management and supervises the execution of decisions of the General Shareholder Meeting of Lenenergo in accordance with the requirements of the legislation of the Russian Federation.

Main goals and tasks of the Board of Directors are as follows:

definition of priorities and the Company’s development strategy aimed at increasing its market capitalization and investment appeal, achieving maximum profit and increasing the Company’s assets;
ensuring the exercise and protection of rights and legitimate interests of shareholders, and settlement of corporate conflicts;
ensuring completeness, reliability and objectivity of information disclosure for shareholders and other stakeholders;
developing effective mechanisms for internal control;
regular assessment of activities of the Company’s executive bodies and its management.

To implement these goals and tasks, members of the Board of Directors are guided by the following principles:

decision making based on reliable information about the Company’s activities;
exclusion of any restrictions of the shareholders’ rights to participate in the Company’s management, to receive dividends and information about the Company;
the balance of interests of various groups of shareholders and approval by the Board of Directors of the most objective decisions in the interests of all shareholders.

The issues relating to the competence of the Board of Directors are defined by the Federal Law About Joint Stock Companies of 26 December 1995, #208-FZ and the Company Charter, and cannot be delegated to the Company’s executive body.

In accordance with item 16.1 of Article 16 of the Charter of Lenenergo, the Board of Directors is elected of 13 people. The members of the Board of Directors are elected by cumulative voting.

In 2014, the Board of Directors of Lenenergo Hereinafter, personal information about members of governing and control bodies is presented with the written consent of the specified persons, their place of work and positions are indicated as of the election date.operated in the following membership:

20 June 2013 — 17 March 2014			17 March 2014 — 23 June 2014		23 June 2014 — present
#	Full name	Work place	Full name	Work place	Full name	Work place
Chairperson of the Board of Directors
1	Kazachenkov Andrey Valentinovich	Member of the Management Board, First Vice-Chairperson of the Management Board of JSC FGC UES	Prokhorov Egor Vyacheslavovich	Deputy Director General for Finance of JSC Rosseti	Prokhorov Egor Vyacheslavovich	Deputy Director General for Finance of JSC Rosseti
Vice-chairperson of the Board of Directors
2	Lebedev Sergey Yuryevich	Director for Economic Forecasting — Head of Economic Forecasting Department of JSC FGC UES	Lebedev Sergey Yuryevich	Director of Strategic Development Department of JSC Rosseti	Lebedev Sergey Yuryevich	Director of Strategic Development Department of JSC Rosseti
Members of the Board of Directors
3	Sorochinskiy Andrey Valentinovich	Director General of JSC Lenenergo	Sorochinskiy Andrey Valentinovich	Director General of JSC Lenenergo	Sorochinskiy Andrey Valentinovich	Director General of JSC Lenenergo (till 16 January 2015)
4	Rozova Evgenia Evgenyevna	Vice-chairperson of the Committee on power and engineering support of the Government of St. Petersburg	Rozova Evgenia Evgenyevna	Vice-chairperson of the Committee on power and engineering support of the Government of St. Petersburg	Rozova Evgenia Evgenyevna	Vice-chairperson of the Committee on power and engineering support of the Government of St. Petersburg
5	Komarov Valentin Mikhaylovich	Head of Perspective Development and Technological Connection Department of JSC Rosseti	Komarov Valentin Mikhaylovich	Deputy Head of Special Projects Organization Directorate of Special Projects Department of JSC Rosseti	Komarov Valentin Mikhaylovich	Deputy Head of Special Projects Organization Management of Special Projects Department of JSC Rosseti
6	Sinkin Dmitry Borisovich	First Vice-chairperson of the Committee on power and engineering support	Zotov Oleg Yuryevich	Chief of the State Administrative and Technical Inspection of St. Petersburg	Zotov Oleg Yuryevich	Chief of the State Administrative and Technical Inspection of St. Petersburg
7	Boltenkov Ivan Aleksandrovich	First Vice-chairperson of the Committee on tariffs of St. Petersburg	Koptin Dmitry Viktorovich	Chairperson of the Committee on tariffs of St. Petersburg	Koptin Dmitry Viktorovich	Chairperson of the Committee on tariffs of St. Petersburg
8	Ageev Valery Valentinovich	Director General of JSC FGC UES branch — MES of Northwest	Zafesov Yury Kazbekovich	Director of Procurement Department of JSC Rosseti	Zafesov Yury Kazbekovich	Director of Procurement Department of JSC Rosseti
9	Voronin Alexey Yuryevich	Deputy Head of Tariff Department of JSC Rosseti	Zholnerchik Svetlana Semenovna	Deputy Director General of JSC Rosseti	Zholnerchik Svetlana Semenovna	Deputy Director General of JSC Rosseti
10	Umanets Natalia Anatolyevna	Head of Legal Department of JSC Rosseti	Akimov Leonid Yuryevich	Director of Law Department of JSC Rosseti	Akimov Leonid Yuryevich	Director of Law Department of JSC Rosseti
11	Akhrimenko Dmitry Olegovich	First Deputy Head of Corporate Governance and Shareholder Relations Department of JSC Rosseti	Kolyada Andrey Sergeyevich	Head of Share Capital Directorate of Corporate Governance and Shareholder and Investor Relations Department of JSC Rosseti	Kolyada Andrey Sergeyevich	Head of Share Capital Directorate of Corporate Governance and Shareholder and Investor Relations Department of JSC Rosseti
12	Magadeev Ruslan Raisovich	Head of Operative and Technological Management Department of JSC Rosseti	Yepifanov Andrey Mikhaylovich	Director of Production Assets Management Department of JSC Rosseti	Serebryakov Konstantin Sergeyevich	Head of SDCs Corporate Events Directorate of Corporate Governance and Shareholder and Investor Relations Department of JSC Rosseti
13	Vasilyev Sergey Vyacheslavovich	Director of Electric Power Industry Development Department of the Ministry of Energy of Russia	Ivanova Tatyana Aleksandrovna	Head of Tariff Methodology Directorate of Tariff Policy Department of JSC Rosseti	Snikkars Pavel Nikolayevich	Director of Electric Power Industry Development Department of the Ministry of Energy of Russia

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Representation of shareholders’ interests in the Board of Directors

20 June 2013 — 17 March 2014

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17 March 2014 — 23 June 2014

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23 June 2014 — present

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Brief biographical information about the members of the Board of Directors of Lenenergo who resigned from the Board on 17 March 2014 is presented in the Annual Report for 2013.

Data on the members of the Board of Directors of Lenenergo who resigned from the Board on 23 June 2014

Yepifanov Andrey Mikhaylovich

Birth year. Nationality: 1971. Russian Federation

Education: Higher

Positions for the last five years: 2014 — member of the Board of Directors of JSC Lenenergo

2013-2014 — Head of Production Assets Management Department of JSC Rosseti

2009-2013 — Deputy Chief Engineer of JSC FGC UES

Share in the charter capital: No

Positions in other organizations: No

Ivanova Tatyana Aleksandrovna

Birth year. Nationality: 1964. Russian Federation

Education: Higher

Positions for the last five years: 2014 — member of the Board of Directors of JSC Lenenergo

2013-2014 — Head of Tariff Methodology Directorate of Tariff Policy Department of JSC Rosseti

2008-2013 — Head of Division of tariff policy development and tariff calculation methods of Tariff Department of JSC FGC UES

Share in the charter capital: No

Positions in other organizations: No

The current members of the Board of Directors of Lenenergo were elected by the Annual General Shareholder Meeting on 23 June 2014.

Prokhorov Egor Vyacheslavovich

Chairperson of the Board of Directors

Birth year. Nationality: 1982. Russian Federation

Education: Higher. St. Petersburg State University, Mathematical methods in economy, economist-mathematician, Cand.Econ.Sci.

Positions for the last five years: 2014- present — member of the Board of Directors of JSC Lenenergo

2012- present — Deputy Director General for Finance, Financial Director, Director for Finance of JSC Rosseti

2011-2013 — Director General of LLC Power Industry Index of FGC UES

2009-2013 — Director for Finance, Head of Corporate Finance Department of JSC FGC UES

Share in the charter capital: No

Positions in other organizations: Chairperson of the Board of Directors of JSC IDGC of Volga, member of the Board of Directors of JSC IDGC of Siberia

Sorochinskiy Andrey Valentinovich

Member of the Board of Directors, Chairperson of the Management Board, Director General (till 16 January 2015)

Birth year. Nationality: 1975. Russian Federation

Education: Higher. St. Petersburg State University, faculty of economics, macroeconomic and economic theory, economist (1997), Northwest Academy of Public Service, public and municipal administration (2007), Cand.Econ.Sci.

Positions for the last five years: 2011-present — Member of the Board of Directors of JSC Lenenergo

2010-2015 — Chairperson of the Management Board, Director General of JSC Lenenergo

2004-2010 — Vice-chairperson of the Committee on power and engineering support of St. Petersburg

Share in the charter capital: No

Positions in other organizations: Member of the Board of Directors: CJSC Tsarskoselskaya Energy Company, CJSC Kurortenergo, JSC Research Center UES

Lebedev Sergey Yuryevich

Vice-chairperson of the Board of Directors, Chairperson of the Committee on strategy and development

Birth year. Nationality: 1967. Russian Federation

Education: Higher. Moscow State University, Finance and credit, Cand.Econ.Sci. (1999)

Positions for the last five years: 2013- present — Member of the Board of Directors of JSC Lenenergo

2013-present — Director of Strategic Development Department of JSC Rosseti

2003-2013 — Director for Economic Forecasting — Head of Economic Forecasting Department of JSC FGC UES Share in the charter capital: No Positions in other organizations: Member of the Board of Directors: JSC Tyumenenergo, JSC MOESK

Rozova Evgenia Evgenyevna

Member of the Board of Directors, member of the Committee on remuneration and compensation and the Committee on audit

Birth year. Nationality: 1961. Russian Federation

Education: Higher. Leningrad Engineering and Economic Institute, Economics and organization of municipal economy, engineer-economist (1983)

Positions for the last five years: 2012-present — member of the Board of Directors of JSC Lenenergo

2005-present — Vice-chairperson of the Committee on power and engineering support of St. Petersburg Administration

Share in the charter capital: No

Positions in other organizations: Member of the Board of Directors: JSC St. Petersburg Electric Networks, JSC Petrodvortsovaya Grid, JSC South-West TPS

Komarov Valentin Mikhaylovich

Member of the Board of Directors

Birth year. Nationality: 1973. Russian Federation

Education: Higher. Moscow Power Institute, electrical engineer (1996), Moscow University of Economy, Statistics and Informatics, manager (1999)

Positions for the last five years: 2013-present — member of the Board of Directors of JSC Lenenergo

2013-present — Deputy Head of Special Projects Directorate of JSC Rosseti

2008-2013 — Deputy Head of Perspective Development and Technological Connection Department of JSC IDGC Holding (now — JSC Rosseti)

Share in the charter capital: No

Positions in other organizations: No

Zotov Oleg Yuryevich

Member of the Board of Directors, member of the Committee on audit

Birth year. Nationality: 1982. Russian Federation

Education: Higher. St. Petersburg Institute of Management and Law, St. Petersburg State University, Public and municipal administration

Positions for the last five years: 2014-present — member of the Board of Directors of JSC Lenenergo

2013-presnet — Chief of the State Administrative and Technical Inspection of St. Petersburg

2010-2013 — Adviser to the Vice-Governor of St. Petersburg

Share in the charter capital: No

Positions in other organizations: No

Koptin Dmitry Viktorovich

Member of the Board of Directors, Chairperson of the Committee on technological connection to electric networks

Birth year. Nationality: 1975. Russian Federation

Education: Higher. St. Petersburg College of Aviation Instrumentation and Automation, Petersburg State Engineering Institute, North-West Academy of State Service

Positions for the last five years: 2014-present — member of the Board of Directors of JSC Lenenergo

2008-present — Chairperson of the Committee on tariffs of St. Petersburg

Share in the charter capital: No

Positions in other organizations: No

Zafesov Yury Kazbekovich

Member of the Board of Directors, member of the Committee on audit

Birth year. Nationality: 1975. Russian Federation

Education: Higher. Moscow State University, Management in social sphere, manager

Positions for the last five years: 2014-present — member of the Board of Directors of JSC Lenenergo

2013-present — Director of Procurement Department of JSC Rosseti

2010-2013 — Head of Methodology and Procurement Department, Head of Summary Planning and Procurement Department of JSC FGC UES

2009-present — Director General of JSC Energostroysnabkomplekt UES

Share in the charter capital: No

Positions in other organizations: No

Zholnerchik vetlana Semenovna

Member of the Board of Directors, Chairperson of the Committee on personnel and remuneration

председатель Комитета по кадрам и вознаграждениям

Birth year. Nationality: 1964. Russian Federation

Education: Higher. St. Petersburg State University, Law, lawyer, Leningrad State Engineering and Economic Institute, Machine-building, Economy and mechanical engineering industry organization, engineer-economist, Cand.Econ.Sci.

Positions for the last five years: 2014-present — member of the Board of Directors of JSC Lenenergo

2013-present — Chief adviser, Deputy Director General of JSC Rosseti

2008-2013 — member of the Management Board — Vice-chairperson of the Management Board of NP Market Council for Organization of Efficient System of Wholesale and Retail Electricity and Capacity

Share in the charter capital: No

Positions in other organizations: Member of the Board of Directors: JSC IDGC of North-West, JSC IDGC of Centre and Volga

Akimov Leonid Yuryevich

Member of the Board of Directors, Chairperson of the Committee on audit

Birth year. Nationality: 1965. Russian Federation

Education: Higher. Moscow Higher Technical School named after N.E. Bauman, Pulse thermal machinery (1989), Regional Open University, Law (1995), Financial Academy at the Government of the Russian Federation, Crisis management (2004), Master of law

Positions for the last five years: 2014-present — member of the Board of Directors of JSC Lenenergo

2013-present — Director of Legal Department of JSC Rosseti

2009-2013 — Director for legal support — Head of Legal Support Department of JSC FGC UES

Share in the charter capital: No

Positions in other organizations: Member of the Board of Directors: JSC Tyumenenergo

Kolyada Andrey Sergeyevich

Member of the Board of Directors, member of the Committee on strategy and development and the Committee on audit

Birth year. Nationality: 1984. Russian Federation

Education: Higher. State University of Management, institute of the power industry management, organization management;

Russian State Trade and Economic University, Law, Master of law

Positions for the last five years: 2014-present — Member of the Board of Directors of JSC Lenenergo

2013-present — Head of Share Capital Directorate of Corporate Governance and Shareholder and Investor Relations Department of JSC Rosseti

2008-2013 — Leading specialist-expert, Head specialist-expert, Deputy Head, Head of Directorate of Property Relations Management and Privatization of Major Organizations of the Federal Agency for State Property Management

Share in the charter capital: No

Positions in other organizations: Member of the Board of Directors: JSC Uralenergotrans, JSC Yantarenergoservice, JSC Yargorelectroset, JSC Research Center of North-West, JSC Dagestan Energy Sales Company

Serebryakov Konstantin Sergeyevich

Member of the Board of Directors, member of the Committee on audit

Birth year. Nationality: 1981. Russian Federation

Education: Higher.

Positions for the last five years: 2014-present — member of the Board of Directors of JSC Lenenergo

2013-present — Head of SDCs Corporate Events Directorate of Corporate Governance and Shareholder and Investor Relations Department of JSC Rosseti

2009-2013 — Head of Corporate Events Directorate of JSC IDGC Holding

Share in the charter capital: No

Positions in other organizations: Member of the Board of Directors: JSC IDGC of South, JSC Tyvaenergosbyt, JSC Dagenergoset, JSC Volgogradsetremont, JSC IESC Energy Efficient Technologies

Snikkars Pavel Nikolayevich

Member of the Board of Directors

Birth year. Nationality: 1978. Russian Federation

Education: Higher. Cand.Econ.Sci.

Positions for the last five years: 2014-present — member of the Board of Directors of JSC Lenenergo

2013-present — Director of Power Industry Development Department of the Ministry of Energy of the Russian Federation

2012-2013 — member of the Management Board, Vice-chairperson of the Management Board of NP Market Council for Organization of Efficient System of Wholesale and Retail Electricity and Capacity

2010-2012 — Deputy Director General for Development of JSC OESK

2010 — Commercial Director of JSC Sibiryenergo

Share in the charter capital: No

Positions in other organizations: No

Smolnikov Andrey Sergeyevich was elected the Corporate Secretary of Lenenergo by the decision of the Board of Directors as of 3 July 2014 (Minutes #1 of 4 July 2014).

Smolnikov Andrey Sergeyevich

Corporate secretary

Birth year. Nationality: 1979. Russian Federation

Education: Higher. Udmurt State University, Law (2003)

Positions for the last five years: 2008-present — Corporate Secretary of JSC Lenenergo

2006-present — Head of Corporate Governance and Shareholder Relations Department, Chief of Corporate Policy and Investor Relations Service, Head of Capital Management and Investor Relations Division of JSC Lenenergo.

Share in the charter capital: No

Statistics on the meetings of the Board of Directors of Lenenergo in 2010-2014

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In 2013, 39 meetings of the Company’s Board of Directors were held, of them 35 off-site (by poll) and 4 combined on-site and off-site (co-presence with the direction of questionnaires).

The Company’s Board of Directors considered more than 250 issues in 2014.

Information on participation of board members in meetings and the paid compensation
Board of directors					Committee on reliability	Committee on TC	Committee on audit	Committee on personnel and remuneration	Compensation, RUB
Board member	Non-executive	In accordance with the requirements of the listing Rules of CJSC MICEX Stock Exchange approved by the Board of Directors of CJSC MICEX Stock Exchange on 31 July 2014 (registered by the Central Bank of the Russian Federation on 4 September 2014)Independent	Participation in	Committee on strategy and development	Committee on reliability	Committee on TC	Committee on audit	Committee on personnel and remuneration	Compensation, RUB
CURRENT MEMBERS OF THE BOARD OF DIRECTORS OF LENENERGO AS OF 31 DECEMBER 2014
Prokhorov E.V.	Х		31/31						1,098,000
Lebedev S.Yu.	Х		39/39	Х					1,208,128
Rozova E.E.	Х		20/39				Х	Х	not paid
Komarov V.M.	Х		39/39						1,155,860
Zotov O.Yu.	Х		25/31				Х		not paid
Koptin D.V.	Х		24/31			Х			not paid
Zafesov Yu.K.	Х		31/31				Х		710,400
Zholnerchik S.S.	Х		31/31					Х	710,400
Akimov L.Yu.	Х		31/31				Х		708,000
Kolyada A.S.	Х		31/31	Х			Х		732,000
Serebryakov K.S.	Х		18/18				Х		408,000
Snikkars P.N.	Х		13/18						not paid
Sorochinskiy A.V.			39/39						1,280,754
MEMBERS WHO RESIGNED FROM THE BOARD OF DIRECTORS ON 23 JUNE 2014
Yepifanov A.M.	Х		13/13		Х				324,000
Ivanova T.A.	Х		13/13				Х		302,400
MEMBERS WHO RESIGNED FROM THE BOARD OF DIRECTORS ON 17 MARCH 2014
Kazachenkov A.V.	Х		8/8						786,818
Sinkin D.B.	Х		0/8					Х	not paid
Boltenkov I.A.	Х		8/8	Х		Х			not paid
Ageev V.V.	Х		8/8				Х		548,754
Voronin A.Yu.	Х		8/8						447,860
Umanets N.A.	Х		8/8				Х		476,128
Akhrimenko D.O.	Х		8/8						452,400
Magadeev R.R.	Х		8/8						476,128
Vasilyev S.V.	Х		0/8						332,656
Other (additional remuneration of the Board of Directors members of 2013 for the growth of net profit paid in 2014)									522,005
TOTAL									12,680,691

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Participation of the Board of Directors in the business management of Lenenergo

In 2014, the Board of Directors approved the following key decisions:

the list of priority actions to ensure financial stability of Lenenergo in 2015-2019;
the plan of measures to reduce the stages and terms of technological connection of consumers to electric networks of Lenenergo in St. Petersburg;
the program of energy saving and increase of power efficiency of the Company for 2014;
the revised plan schedule of actions for introduction of the production assets management system of Lenenergo;
the plan of measures for 2014 on implementation of the Company’s strategy in the field of IT, automation and telecommunications up to 2016;
the program of Lenenergo to reduce risks of injury to Lenenergo personnel and third-parties at grid facilities;
the program of measures for anti-terrorism equipment of Lenenergo facilities in 2014-2015.

the agreement between Lenenergo and IDGC of North-West;
the agreement on coordination and development of the system of normative and technical support in the grid complex between Rosseti and the Company;
the agreement on rendering of services on the organization of functioning and development of the grid complex between Rosseti and the Company;
the supplementary agreement to the Agreement on control of implementation of the renovation program of 6-110 kV cable network in St. Petersburg in 2011-2013 between Lenenergo and Rosseti.

The standard of Lenenergo for work with the bills of third parties;
The Standard of Public technological and price audit of investment projects of Lenenergo;
The Standard for disposing of noncore assets of Lenenergo;
The regulations on depositing the Company’s spare cash;
The Policy of innovative development, energy saving and increase of power efficiency;
The Company’s procurement Policy;
The Standard of Technical policy. Electricity metering systems;
The Policy of interaction with the Company, consumers and authorities;
The Policy of internal audit of Lenenergo;
The risk management Policy of Lenenergo in the new edition;
The Regulations on technical policy in the field of the Company’s telecommunications;
The HR and social Policy of Lenenergo;
The Company’s anti-corruption Policy.

about certification of equipment, materials and systems at the Company’s facilities;
about ensuring available power infrastructure and quality of technological connection to electric networks of the Company;
about improvement of the internal control and risk management system, and development of the internal audit function.

Topics of the issues submitted for consideration by the Board of Directors, %

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The Board of Directors of Lenenergo considers the following reports:

Quarterly
about the results of implementation of the Company’s business plan (including the investment program)	about the results of implementation of the perspective development program of electricity metering systems in the retail electricity market in networks; about the results of implementation of the program of energy saving and increase of power efficiency; about the results of implementation of the annual comprehensive program of competitive and regulated non-competitive procurement; about the expenditure of funds for charitable activities, etc.
about execution of orders of the Board of Directors	about implementation of the plan schedule of activities on introduction of the production assets management system of the Company; about the course of implementation of the renovation program of 6-110 kV cable network in St. Petersburg; about the results of implementation of measures for observance of requirements of the legislation on the control of insider information; about execution of the action plan on bringing the system of customer service in line with the Standard requirements of Lenenergo — the system of centralized customer services, etc.
about performance results of the target values of key performance indicators (KPIs) of the Director General and top managers of the Company about credit policy of the Company about provision of insurance protection, etc.

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Annually
information on indicators of the level of reliability and quality of services of Lenenergo about execution of planned schedules of commissioning of the Company’s facilities under the investment program about the course of implementation of the innovative development program of Lenenergo the report on the Company’s key risks about effectiveness of the internal control and risk management system about consideration of the results of passing by the Company of the autumn — winter period about readiness of the Company for the autumn-winter period, etc.

Annually

information on indicators of the level of reliability and quality of services of Lenenergo
about execution of planned schedules of commissioning of the Company’s facilities under the investment program
about the course of implementation of the innovative development program of Lenenergo
the report on the Company’s key risks
about effectiveness of the internal control and risk management system
about consideration of the results of passing by the Company of the autumn — winter period
about readiness of the Company for the autumn-winter period, etc.

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In 2014, the Board of Directors of Lenenergo issued 80 orders, out of which 49 were executed (61%) and other are in the process of execution.

43 orders

executed in time

6 orders

executed with term violation

31 orders

in the progress of execution

Main topics of the orders relate to the achievement of planned financials, execution of the renovation program of 6-110 kV cable network in St. Petersburg, as well as improvement of the quality of services on technological connection to electric networks.

In 2014, the Company’s Board of Directors performed its activities pursuant to the current legislation of the Russian Federation, the Company Charter and the Regulations on the procedure for convening and holding meetings of the Board of Directors of Lenenergo (approved in the new edition by the decision of the Annual General Shareholder Meeting of 20 June 2012, Minutes #2/2012 of 20 June 2012).

Minutes of the meetings of the Board of Directors of Lenenergo are placed on the corporate website at: www.lenenergo.ru/Shareholders and investors/Corporate governance/Governing and control bodies/Board of Directors/Decisions

14 members:

Lebedev S. Y.,
Pankstyanov Y. N.,
Balayeva S. A.,
Krasnikov V. N.,
Savvin Y. A.,
Kolyada A. S.,
Shatokhin A. G.,
Antimenko Y. L.,
Bogach Е. V.,
Permyakova I. A.,
Boltenkov I. A.,
Grigoryev A. I.,
Andreev Y. V.,
Sviridova Т. L.

Committees of the Board of Directors
Committee	Chairperson	Main objectives	Structure	Results for the year
Committee on strategy and development The Committee is urged to play a major role in determining the Company’s strategic goals, assessing the Company’s effectiveness in the long term and developing recommendations to the Board of Directors on the adjustment of the existing development strategy of the Company.	Lebedev Sergey Yuryevich Director of Strategic Development Department of JSC Rosseti	providing recommendations to the Board of Directors on determining the strategic objectives of the Company’s activity, development, implementation and updating of the business plan, including the investment program of the Company; control of the implementation of the approved business plan and investment program of the Company; assessment of efficiency of the Company’s activities in the long term.	The Committee has prepared recommendations to the Board of Directors for decision making on approval of the adjusted business plan (including the investment program) of the Company for 2014, plan of activities to achieve the targets of the business plan of Lenenergo for 2014, participation of Lenenergo in the Nonprofit partnership of Territorial grid organizations, Strategic partnership North-West and Federal Testing Centre. The Committee on a quarterly basis pre-considered reports on the results of execution of the Company’s business plan (including the investment program). In 2014, the Committee held 13 meetings, including 2 on-site meetings.
Committee on reliability The Committee plays an important role in ensuring the overall reliability of network equipment and facilities.	Frolov Sergey Nikolayevich Head of Emergency Management Directorate of JSC Rosseti	examination of investment programs and plans on repair of power facilities; analysis of their feasibility from the viewpoint of ensuring the requirements of the comprehensive reliability assessment of the completeness; adequacy of measures for accidents and major technological failures, and control of their execution; evaluation of the activities of the Company’s technical services.	9 members: Frolov S. N., Matyushin A. Y. Grigoryev A. I., Illarionova Е. V., Uskov V. Е., Artemyev М. S., Chernetsov V. V., Antonova N. A., Markelova I. Е.	The Committee on a quarterly basis considered reports on the ensuring production regarding materials, equipment and machinery, on the work of Lenenergo on the occupational safety system in 2013-2014, on the organization and execution of capital repairs of the Company’s power facilities, and on the condition of grid equipment of Lenenergo. In the reporting year, the Committee also considered the address program of the Company’s repairs for 2014 and the program of Lenenergo on risks reduction in the area of occupational safety and health for 2014-2015. In 2014, the Committee held 11 meetings, including 2 on-site meetings.
Committee on audit The Committee on audit, pursuant to the Regulations on the Committee on audit of the Board of Directors of Lenenergo, gives particular attention to improving the quality of financial statements, information disclosure, internal control and risk management procedures in compliance with the best practices of corporate governance.	Akimov Leonid Yuryevich Director of Legal Department of JSC Rosseti	implementation of control over the process and preparation of financial (accounting) statements, including consideration of the financial (accounting) statements; submission to the Board of Directors of recommendations on increase of efficiency of the internal control and risk management systems; selection of an independent auditor and assessment of its work.	6 members: Akimov L. Y. The status of independent and/or non-executive director shall be acquired in accordance with the requirements of the listing Rules of CJSC MICEX Stock Exchange approved by the Board of Directors of CJSC MICEX Stock Exchange on 31 July 2014 (registered by the Central Bank of the Russian Federation on 4 September 2014).(Non-executive), Kolyada A. S. The status of independent and/or non-executive director shall be acquired in accordance with the requirements of the listing Rules of CJSC MICEX Stock Exchange approved by the Board of Directors of CJSC MICEX Stock Exchange on 31 July 2014 (registered by the Central Bank of the Russian Federation on 4 September 2014).(Non-executive), Zafesov Y. K. The status of independent and/or non-executive director shall be acquired in accordance with the requirements of the listing Rules of CJSC MICEX Stock Exchange approved by the Board of Directors of CJSC MICEX Stock Exchange on 31 July 2014 (registered by the Central Bank of the Russian Federation on 4 September 2014).(Non-executive), Serebryakov K. S. The status of independent and/or non-executive director shall be acquired in accordance with the requirements of the listing Rules of CJSC MICEX Stock Exchange approved by the Board of Directors of CJSC MICEX Stock Exchange on 31 July 2014 (registered by the Central Bank of the Russian Federation on 4 September 2014).(Non-executive), Rozova Е. Е. The status of independent and/or non-executive director shall be acquired in accordance with the requirements of the listing Rules of CJSC MICEX Stock Exchange approved by the Board of Directors of CJSC MICEX Stock Exchange on 31 July 2014 (registered by the Central Bank of the Russian Federation on 4 September 2014).(Non-executive), Zotov O. Y. The status of independent and/or non-executive director shall be acquired in accordance with the requirements of the listing Rules of CJSC MICEX Stock Exchange approved by the Board of Directors of CJSC MICEX Stock Exchange on 31 July 2014 (registered by the Central Bank of the Russian Federation on 4 September 2014).(Non-executive)	The Committee has prepared recommendations to the Board of Directors for decision making on the definition of the Company’s priorities: improvement of the internal control and risk management system, development of the internal audit function, approval of the risk management Policy of Lenenergo in the new edition and the Policy of internal audit of Lenenergo, as well as the register of the Company’s key operational risks with the consolidation of their respective owners. Following consideration of the internal audit report on the effectiveness of the Company’s internal control system for 2014 (Minutes of the meeting of the Committee #51 of 5 March 2015), the Committee noted the current level of maturity of the Company’s internal control and risk management system as moderate in compliance with the methodology set forth in the internal control Policy of Lenenergo in the new edition. In 2014, the Committee held 11 off-site meetings.
Committee on personnel and remuneration The purpose of the Committee is to provide recommendations on the development of the selection and motivation system of employees allowing to successfully executing strategic plans of the Company.	Zholnerchik Svetlana Semenovna Deputy Director General of JSC Rosseti	submission of recommendations to the Board of Directors for changes in the organizational structure of the Company’s Executive office and branches, for definition of essential terms of contracts and remuneration of members of the Company’s governing bodies; efinition of criteria for selection of candidates to members of the Company’s collegial executive body of and to the position of the Company’s Director General.	3 members: Zholnerchik S. S., Chevkin D. A., Rozova Е. Е.	The Committee has prepared recommendations to the Board of Directors for decision making on approval of the organizational structure of the Company’s Executive Office and branches, and HR and social Policy of Lenenergo. The Committee has considered the candidates for election to the positions of Deputies Director General and Directors of branches. In 2014, the Committee held 7 off-site meetings.
Committee on technological connection to electric networks The main purpose of the Committee is to ensure transparency of activities and non-discriminatory access to the services on technological connection of consumers to the Company’s electric networks.	Koptin Dmitry Viktorovich Chairperson of the Committee on tariffs of St. Petersburg	submission of recommendations to the Board of Directors regarding the improvement of internal regulations and standards of the Company to ensure non-discriminatory access to the services on technological connection of consumers to electric networks; assessment of the Company’s activities on technological connection of consumers to electric networks.	15 members: Koptin D. V., Boltenkov I. A., Grigoryev A. I., Melnikova S. A., Uskov V. Е., Melnichenko Е. I., Zykov A. V., Eresov S. A., Sadykhov Y. Т., Korotayev V. V., Kuznetsov A. V., Reshetnikova Е. V., Masaleva I. B., Korneyev A. Y., Boytsov Т. O.	The Committee has prepared recommendations to the Board of Directors for decision making on approval of the plans of execution by Lenenergo of its accumulated liabilities for technological connection towards the applicants of St. Petersburg and the Leningrad Region no later than Q3 2015. The Committee on a quarterly basis considered the reports on technological connection to electric networks of Lenenergo. In 2014, the Committee held 6 meetings, including 1 on-site meeting.

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Data on remuneration and compensations to the members of the Board of Directors and Committees

The amount and procedure for payment of remuneration and compensation to members of the Board of Directors and its Committees are regulated by the Company’s internal documents approved by the General Shareholder Meeting and the Board of Directors of Lenenergo.

Governing body	The internal document defining the amount and procedure for payment of remuneration and compensation	Remuneration of a member BoD/CBoD for participation in meetings, The minimum monthly tariff rate of the first category worker (MMTR) is set by the branch tariff agreement in the grid complex of the Russian Federation (in 1H 2014 it was set in the amount of RUB 5,400, in 2H 2014 — RUB 6.000MMTR		Extra remuneration	Total remuneration, paid in 2014, RUB
Governing body		On-site (co-presence)	Off-site (by completing questionnaires)	Extra remuneration	Total remuneration, paid in 2014, RUB
Board of Directors (BoD)	The Regulations on payment of remuneration and compensation to the members of the Board of Directors (Minutes #1 of AGM of 30 May 2008)	8	4	for the indicator of Net profit of the Company according to the annual accounting statements; for increase in the Company’s market capitalization under the work of the Board of Directors	12,680,691
Committees of the Board of Directors (CBoD)	The Regulations on payment of remuneration and compensation to the members of the committees of the Board of Directors of Lenenergo (Minutes #15 of the meeting of the Board of Directors of 17 December 2013)	2	1	Not provided	Committee on strategy and development — 475,500 Committee on reliability — 239,100 Committee on audit — 210,000 Committee on personnel and remuneration — 15,000 Committee on technological connection — 294,000
Total:					13,914,291

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The amount of remuneration paid to the Chairperson (Deputy Chairperson) for each meeting at which he/she presides, shall be increased by 50 %.

In addition, members of the Board of Directors and Committees shall be reimbursed for expenses in case they are in a business trip to participate in the meetings of the governing and supervisory bodies, visit Lenenergo facilities, or hold meetings with shareholders and investors, etc.

In 2014, there were no transactions between members of the Board of Directors, Committees of the Board of Directors of Lenenergo. Loans (credits) to the members of the Board of Directors and Committees were not given by the Company. Claims to members of the Board of Directors and Committees of the Company were not filed.

Pursuant to the decision of the Annual General Shareholder Meeting of Lenenergo of 23 June 2014 (Minutes #2/2014 of 24 June 2014) the contract of insurance of civil liability of the Company’s directors and officials for USD 30 mln was signed. The Company’s expenses under the contract amount to RUB 1,470 thousand.

The management of current activities of Lenenergo is carried out by the Company’s executive bodies: Management Board (collegial executive body) and the Director General (sole executive body), which are accountable to the Board of Directors and the General Shareholder Meeting of the Company.

The Management Board of Lenenergo is a collegial executive body exercising its powers since 11 July 2008. The competence of the Management Board is defined by the Federal Law About Joint Stock Companies, the Company Charter, and the Regulations on the procedure for convening and holding meetings of the Management Board of Lenenergo. In accordance with clause 12.3 of the Charter members of the Management Board are appointed by the Board of Directors based on the recommendations provided by the Committee on personnel and remuneration.

In 2014, the Management Board of Lenenergo consisted of six people.

Throughout the year, 24 meetings of the Company’s Management Board were held. In the framework of its competence, the Management Board performed the functions of General Shareholder Meetings of the companies, 100% of the charter capital of which is owned by Lenenergo, and also on a quarterly basis approved risks passports and the lists of measures on risk management of the Company, pre-considered the reports on financial and business activities of subsidiaries and dependent companies and reports on execution of the project of renovation of cable network 6-110 kV of Lenenergo.

The work of the Management Board is organized by the Chairperson of the Management Board — Director General of the Company.

Director General

In accordance with clause 21.4 of Article 21 of the Company Charter, the Director General is elected by the Company’s Board of Directors. Andrey Valentinovich Sorochinskiy was elected the Company’s Director General by the decision of the Board of Directors of 30 July 2010 (Minutes #2 of 30 July 2010).

The Board of Directors of Lenenergo on 16 January 2015 decided to terminate the powers of the Director General of Lenenergo Andrey Sorochinskiy and assign acting Director General of the Company Nikonov Vasily Vladislavovich. Nikonov V.V. was elected Director General of Lenenergo on 13 February 2015 (Minutes #22 of 13 February 2015).

The competence of the Director General shall include all issues of current activities of the Company except for the issues attributed to the competence of the General Shareholder Meeting, the Board of Directors and the Management Board.

Sorochinskiy Andrey Valentinovich

Member of the Board of Directors, Chairperson of the Management Board, Director General (till 16 January 2015)

Birth year. Nationality: 1975. Russian Federation

Education: Higher. St. Petersburg State University, faculty of economics, macroeconomic and economic theory, economist (1997), Northwest Academy of Public Service, public and municipal administration (2007), Cand.Econ.Sci.

Positions for the last five years: 2011-present — Member of the Board of Directors of JSC Lenenergo

2010-2015 — Chairperson of the Management Board, Director General of JSC Lenenergo

2004-2010 — Vice-chairperson of the Committee on power and engineering support of St. Petersburg

Share in the charter capital: No

Positions in other organizations: Member of the Board of Directors: CJSC Tsarskoselskaya Energy Company, CJSC Kurortenergo, JSC Research Center UES

Nikonov Vasily Vladislavovich

Chairperson of the Management Board, Director General

Birth year. Nationality: 1972. Russian Federation

Education: Higher. Samara State Technical University, Composite and Powder Materials, Coverings, metallurgical engineer (1994), Samara State Economic Academy, Finance and Credit, economist (1997)

Positions for the last five years: 2015-present — Director General, acting Director General, First Deputy Director General on interaction with public authorities of JSC Lenenergo

2012-present — Director of Energy Department of JSC Rosneft

2010-2012 — Director of Department for Electric Power Industry Development of the Ministry of Energy of Russia

2010 — Advisor to the Chairperson of the Management Board of JSC INTER RAO UES

2008-2010 — Advisor to the President of JSC AvtoVAZ

Share in the charter capital: No

Positions in other organizations: No

Structure of the Management Board in 2014:

Sorochinskiy Andrey Valentinovich

Member of the Board of Directors, Chairperson of the Management Board, Director General (till 16 January 2015)

Birth year. Nationality: 1975. Russian Federation

Positions for the last five years: 2011-present — Member of the Board of Directors of JSC Lenenergo

2010-2015 — Chairperson of the Management Board, Director General of JSC Lenenergo

2004-2010 — Vice-chairperson of the Committee on power and engineering support of St. Petersburg

Share in the charter capital: No

Positions in other organizations: Member of the Board of Directors: CJSC Tsarskoselskaya Energy Company, CJSC Kurortenergo, JSC Research Center UES

Artemyev Maxim Sergeyevich

Member of the Management Board, First Deputy Director General — Chief Engineer

Birth year. Nationality: 1977. Russian Federation

Education: Higher. Ivanovo State Power University, Electrical power systems and networks, electrical engineer (1999), National State University of Physical Culture, Sports and Health, public relations, specialist in public relations (2010)

Positions for the last five years: 2014-present — First Deputy Director General — Chief engineer of JSC Lenenergo

2011-2014 — Deputy Director General for Technical Affairs — Chief Engineer of JSC Lenenergo

2010-2011 — Deputy Director General for Sales of Services of JSC Lenenergo

2008-2010 — Director for Technical Development of JSC Lenenergo

Share in the charter capital: No

Nikonov Vasily Vladislavovich

Chairperson of the Management Board, Director General

Birth year. Nationality: 1972. Russian Federation

Education: Higher. Samara State Technical University, Composite and Powder Materials, Coverings, metallurgical engineer (1994), Samara State Economic Academy, Finance and Credit, economist (1997)

Positions for the last five years: 2015-present — Director General, acting Director General, First Deputy Director General on interaction with public authorities of JSC Lenenergo

2012-present — Director of Energy Department of JSC Rosneft

2010-2012 — Director of Department for Electric Power Industry Development of the Ministry of Energy of Russia

2010 — Advisor to the Chairperson of the Management Board of JSC INTER RAO UES

2008-2010 — Advisor to the President of JSC AvtoVAZ

Share in the charter capital: No

Positions in other organizations: No

Meshcheryakov Ilya Georgiyevich

Member of the Management Board (till 30 March 2015)

Birth year. Nationality: 1976. Russian Federation

Education: Higher. St. Petersburg State Architectural and Construction University, manager (2000), Economic school of Turku, Finland (1999)

Positions for the last five years: 2011-2015 — Deputy Director General for Capital Construction and investments of JSC Lenenergo

2010-2011 — Deputy Director for Capital Construction of JSC Lenenergo branch — Cable Network

2009-2010 — Head of Projects Support Department of LLC CEI-Energo

Share in the charter capital: No

Melnichenko Evgeny Ivanovich

Member of the Management Board (till 30 March 2015)

Birth year. Nationality: 1958. Russian Federation

Education: Higher. Leningrad State University, Law, lawyer (1981)

Positions for the last five years: 2013-2015 — Deputy Director General for Corporate Governance of JSC Lenenergo

2008-2013 — President of LLC Vsevolozhsk Industrial Corporation

Share in the charter capital: No

Zykov Andrey Vladimirovich

Member of the Management Board

Birth year. Nationality: 1979. Russian Federation

Education: Higher. St. Petersburg State Engineering and Economic University (1998)

Positions for the last five years: 2011-2015 — Deputy Director General for Development and Sales of Services of JSC Lenenergo

2010-2011— Director for Technological Connection in St. Petersburg of JSC Lenenergo

Share in the charter capital: No

Ganin Alexander Evgenyevich

Member of the Management Board, Deputy Director General for Economics and Finance

Birth year. Nationality: 1971. Russian Federation

Education: Higher. Samara Aerospace University, Aircraft and helicopter engineering, mechanical engineer (1995), Samara Academy of Economic Sciences, Finance and Credit, economist (1998)

Positions for the last five years: 2015-present — member of the Management Board, Deputy Director General for Economics and Finance of JSC Lenenergo

2013-2015 — Deputy Director of Energy Department of JSC Rosneft

2012-2013 — Advisor to the Director General of LLC Inter RAO- Management of electric power plants

2010-2012 — Deputy Director of Department for Electric Power Industry Development of the Ministry of Energy of Russia

2010 — Director for Strategic Development o

Since 17 January 2015 the Management Board of Lenenergo is headed by Nikonov Vasily Vladislavovich

The Board of Directors of Lenenergo on 30 March 2015 decided to terminate powers of members of the Management Board Melnichenko Evgeniy Ivanovich and Meshcheryakov Ilya Georgiyevich and elect the member of the Management Board Ganin Alexander Evgenyevich — Deputy Director General for Economics and Finance of Lenenergo (Minutes #30 of 2 April 2015).

Data on compensation to members of the Management Board and Director General

In accordance with the Regulations on the procedure for convening and holding meetings of the Management Board of Lenenergo employment contracts shall be concluded with the elected members of the Management Board. The amount and procedure for payment of remuneration and compensation to the members of the Company’s Management Board shall be determined by the Company’s Board of Directors. The Committee on personnel and remuneration of the Board of Directors of Lenenergo as of 15 December 2008 (Minutes #2 of 17 December 2008) recommended by its decision the amount of remuneration payable to members of the Management Board of Lenenergo.

Total remuneration and compensation paid to members of the Management Board in 2014 (including taxes)
Type of remuneration	Total remuneration, RUB
Salary	61,776,782
Bonuses, commission charges and compensation	14,598,366
Remuneration paid as to members of the Board of Directors Committees	143,400
Remuneration paid as to members of the Management Board	1,044,780
Other compensation	—
Total	78,844,083

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The criteria for determining remuneration of the Director General are defined by the employment contract and the Regulations on material incentives approved by the Company’s Board of Directors (Minutes #1 of 25 July 2011).

Bonuses are paid to the Company’s Director General by results of the implementation of key performance indicators determined by the Company’s Board of Directors during the reporting period (quarter or year).

Type of remuneration	Total remuneration, RUB
Salary	6,219,518
Bonuses, commission charges and compensation	1,742,895
Remuneration paid as to the member of the Board of Directors	1,280,755
Remuneration paid as to the Chairperson of the Management Board	174,130
Other compensation	—
Total	9,417,289

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In 2014, there were no transactions between members of the Management Board and Lenenergo. Loans (credits) to the Director General and members of the Management Board were not given by the Company. Claims to members of the Management Board were not filed.