Composition of the Board of Directors

Two personal compositions of the Board of Directors acted in the reporting year*.

The Board of Directors which was elected by the Annual General Meeting of Shareholders on 6/23/2014 and acted until 6/10/2015.**

1. Sergey Vladimirovich Sergeyev, Chairman of the Board of Directors, status: non-executive director***:


Year of birth

1976

Education

Higher. Graduated from the Novocherkassk State Technical University, qualification:“Industrial and Civil Construction”.
Graduated from advanced training courses at the Institute for Advanced Training of Executive Employees and Energy Sector Specialists and at the Interindustry Regional Training and Retraining Center for Personnel of the Irkutsk State Technical University.
Passed professional retraining at the Academy of National Economy under the Government of the Russian Federation, qualification: “Economy, Management, Finance and Legal Bases of Joint-Stock Companies”

Work experience for the last 5 years:

2009–2013

Deputy Chairman of the Management Board of OJSC FGC UES

2012–2013

Member of the Management Board of OJSC FGC UES

2013–2015

Deputy Director General for Capital Construction of OJSC Rosseti (primary employment)

2012–2014

Member of the Board of Directors of OJSC ESSK UES, OJSC CIUS UES

2014–2015

Member of the Board of Directors of OJSC IDGC of Urals, OJSC Tyumenenergo Chairman of the Board of Directors of OJSC NIIC MRSK.

The first/last election to the Board of Directors of OJSC Kubanenergo

6/23/2014/ 6/23/2014

2 Alexandr Viktorovich Varvarin, status: non-executive director:


Year of birth

1975

Education

Higher. Institute of International Law and Economics named after Griboyedov, qualification: “Legal Science”

Work experience for the last 5 years:

2005–till present

Managing Director for Corporate Relations and Legal Support of RSPP (primary employment)

2006–till present

Director General, Board member of Non-Commercial Partnership Center of Corporate Relations Development and Economic Disputes Settlement

2006–2014

Deputy Chairman of the Management Board of the Russian Union of Self-Regulatory Organization of Insolvency Practitioners

2008–till present

Chairman of the Board of Non-Commercial Partnership MSO PAU

2009–till present

Member of the Board of Directors of OJSC VTsIOM

2009–2014

Member of the Board of Directors of OJSC Rosdorlizing

2009–till present

Member of the Board of Directors of OJSC VNIPIneft

2011–till present

Chairman of the Board of Directors of OJSC INPC TLP. Member of the Board of Directors of OJSC IDGC of Volga

2012–2013

Member of the Board of Directors of CJSC TransTelecom

2012–till present

Member of the Revision Commission of OJSC RZD

2013–till present

Chairman of the Board of Directors of OJSC Science and Production Center, OJSC CNIIMMashdetal, OJSC CNIICP, OJSC CNIILKA, OJSC CNIIPIK. Member of the Board of Directors of OJSC IDGC of the Northern Caucasus

2013–2014

Member of the Board of Directors of OJSC GTLK

2014–till present

Chairman of the Committee for Technological Connection, member of the HR and Remuneration Committee of the Board of Directors of OJSC Kubanenergo

The first/last election to the Board of Directors of OJSC Kubanenergo

6/17/2013/ 6/10/2015

3. Aleksandr Ilyich Gavrilov, status: executive director:


Year of birth

1973

Education

Higher. Graduated from the Kuban State University, qualification: “Accounting and Audit”; the Kuban State Technological University, qualification: “Development and Operation of Oil-and-Gas Field”.
Academic degree: DPhil in Economics

Work experience for the last 5 years:

2010–2012

Professor at the Department of Economic Theory, Economics and Management of Economics Faculty of the Institute of Economy, Law and Humanitarian Specialties.

2013

Top advisor of the Chairman of the Management Board of OJSC FGC UES.

2013–till present

Director General, Chairman of the Management Board of OJSC Kubanenergo (primary employment)

The first/last election to the Board of Directors of OJSC Kubanenergo

6/23/2014/ 6/10/2015

4. Ashot Mikhaylovich Kobelyan, status: non-executive director:


Year of birth

1980

Education

Higher. Graduated from the Military Aviation Technical University, qualification: “Technical Operation of Aircraft and Engines”, Russian Academy of State Service under the President of the Russian Federation, qualification: “Management of Organization”.

Work experience for the last 5 years:

2007–2013

Manager in the area of Services, Material and Equipment Suppliers Selection of the Department for Methodology and Organization of Procurement of OJSC FGC UES

2013–2015

Head of Office of Master Planning, Regulation and Organization of Procurement Activities of the Department of Procurement of OJSC Rosseti (primary employment)

2015

Member of the Audit Committee of the Board of Directors of OJSC Kubanenergo.

The first/last election to the Board of Directors of OJSC Kubanenergo

6/23/2014/ 6/23/2014

5. Marina Aleksandrovna Lavrova, status: non-executive director:


Year of birth

1982

Education

Higher. Graduated from the State University of Management, qualification: “Management in Power Economy” and the Financial University under the Government of the Russian Federation, qualification: “Finance and Credit”.

Work experience for the last 5 years:

2008–till present

Head of S&A Economy Administration of the Department of Economic Planning and Budgeting of OJSC Rosseti (primary employment)

2009–till present

Member of the Board of Directors of OJSC Dagestan Energy Retail Company

2013–till present

Member of the Board of Directors of OJSC EESK

2014–till present

Member of the Board of Directors of OJSC IDGC of the Northwest

2014–till present

Chairman of the Audit Committee of the Board of Directors of OJSC Kubanenergo.

The first/last election to the Board of Directors of OJSC Kubanenergo

6/17/2013/ 6/10/2015

6 Valentin Yefimovich Mezhevich, status: non-executive director:


Year of birth

1947

Education

Higher. Graduated from the Irkutsk Polytechnic Institute, qualification: “Thermal Power Plants”. Academic degree: Ph.D. in Technical Science.

Work experience for the last 5 years:

2001—2013

Member of the Federation Council of the Federal Assembly of the Russian Federation, First Deputy Chairman of Committee for Economic Policy

2013–2015

Deputy Director General for Strategic Communications of OJSC Rosseti (primary employment)

2014–2015

Member of the Board of Directors of OJSC IDGC of Siberia, OJSC IDGC of the Northern Caucasus

The first/last election to the Board of Directors of OJSC Kubanenergo

6/23/2014/ 6/23/2014

7. Oleg Aleksandrovich Sukhov, status: non-executive director:


Year of birth

1974

Education

Higher. Graduated from the North-Caucasus State Technical University, qualification: “Electric Drives and Automation of Production Plants and Technological Complexes”

Work experience for the last 5 years:

2008–2015

Head of Situation and Analytical Department of the Situation and Analytical Center of OJSC Rosseti

The first/last election to the Board of Directors of OJSC Kubanenergo

6/23/2014/ 6/23/2014

8. Andrey Nikolayevich Kharin, representative of the legal interests of the Russian Federation, status: non-executive director:


Year of birth

1979

Education

Higher. Graduated from the Stavropol State University, qualification: “Jurisprudence”

Work experience for the last 5 years:

2010–2012

Deputy Director General for Corporate Management of OJSC IDGC of the Northern Caucasus

2013–2014

Advisor of the Director General of OJSC DVEUK

2014–2015

Deputy Director of the Department of Corporate Management, Price Environment and Internal Control of the fuel and energy sector of the Ministry of Energy of the Russian Federation (primary employment)

2014–2015

Member of the Board of Directors of OJSC IDGC of Center and Volga Region, OJSC NITs UES

2014–till present

Member of the Board of Directors of OJSC IDGC of the South, OJSC VNIMI, OJSC CGE (JSC CGE)

The first/last election to the Board of Directors of OJSC Kubanenergo

6/23/2014/ 6/10/2015

9. Kseniya Valeriyevna Khokholkova, status: non-executive director:


Year of birth

1970

Education

Higher. Graduated from the State University of Management named after Sergo Ordzhonikidze, qualification: “Organization of Management in Fuel and Energy Sector”

Work experience for the last 5 years:

2008–till present

Deputy head of Share Capital Administration, the Head of Office of Shareholders’ Rights Enforcement of the Department of Corporate Governance and Shareholder Relations and Investors of OJSC Rosseti (primary employment)

2009–2013

Member of the Board of Directors of OJSC SZEUK

2009–2014

Member of the Board of Directors of OJSC Ingushenergo

2010–2014

Member of the Board of Directors of OJSC Volga Power Engineering Center

2013–2014

Member of the Revision Commission of OJSC IDGC of Volga Member of the Committee for Strategy, Investments and Reforming of the Board of Directors of OJSC IDGC of Siberia

2014

Member of the Board of Directors of OJSC Energoservice, OJSC NITs of Volga

2014–till present

Member of the Board of Directors of OJSC Lenenergospetsremont, OJSC Health and Recreation Resort “Energetik” Member of the Audit Committee, Member of the Committee for Strategy, Investments and Reforming of the Board of Directors of OJSC Kubanenergo

The first/last election to the Board of Directors of OJSC Kubanenergo

6/23/2014/ 6/10/2015

10. Yuliya Petrovna Chermenteeva, status: non-executive director:


Year of birth

1972

Education

Higher. Graduated from the Moscow State Academy of Law, qualification: “Jurisprudence”

Work experience for the last 5 years:

2009–2014

Head of Electric Power Regulation Office of the Legal Department of OJSC Rosseti

2013–2014

Member of the Board of Directors of OJSC IDGC of the Northwest, OJSC IDGC of Center and Volga Region

2014–2015

Member of the Board of Directors of OJSC Sevkavkazenergo

The first/last election to the Board of Directors of OJSC Kubanenergo

6/23/2014/ 6/23/2014

11. Arseniy Grigorievich Shatokhin, status: non-executive director:


Year of birth

1976

Education

Higher. Graduated from the Kuban State University, qualification: “Management”, Russian Academy of State Service, qualification: “State and Municipal Management, Ecology and Environmental Management”

Work experience for the last 5 years:

2010–2011

Deputy General Director of Eco Association (Ekospetsobrazovanie)

2011–2013

Deputy General Director for Sales, Member of the Management Board of OJSC Nortgaz

2013–2014

Director of the Department of Special Projects Implementation of OJSC Rosseti

2014–2015

Director of the Department of Investment Planning and Reporting of OJSC FGC UES (primary employment)

2014–2015

Member of the Audit Committee of OJSC Kubanenergo

The first/last election to the Board of Directors of OJSC Kubanenergo

6/23/2014/ 6/23/2014

The current Board of Directors elected at Annual General Meeting of Shareholders of the Company on June 10, 2015****:

1.Yuriy Nikolayevich Mangarov, Chairman of the Board of Directors, status: non-executive director:

Year of birth

1956

Education

Higher. Graduated from Plekhanov Russian University of Economics, qualification: “Economic Cybernetic”

Work experience for the last 5 years:

2010–2013

Deputy Chairman of the Management Board, Head of Office of OJSC FGC UES

2012–2013

Deputy Executive Director, Head of Office (external secondary employment) of OJSC Rosseti (till April 4, 2013 – OJSC IDGC Holding)

2013–till present

Top advisor of OJSC Rosseti (PJSC Rosseti) (primary employment)

2013–2014

Chairman of the HR and Remuneration Committee of the Board of Directors of OJSC Kubanenergo

2014–till present

Member of the Board of Directors of OJSC Yantarenergo (JSC Yantarenergo), OJSC IDGC of the Northern Caucasus (PJSC IDGC of the Northern Caucasus), OJSC IDGC of Center (PJSC IDGC of Center), OJSC MOESK (PJSC MOESK)

2015–till present

Member of the Board of Directors of
OJSC Sevkavkazenergo, PJSC Kabbalkenergo, PJSC Dagestan Energy Retail Company, JSC Karachaevo-Cherkesskenergo, JSC Kalmenergosbyt, JSC Tyvaenergosbyt, JSC Ingushenergo

2015–till present

Chairman of the HR and Remuneration Committee of the Board of Directors of
PJSC Kubanenergo

The first/last election to the Board of Directors of PJSC Kubanenergo

6/10/2015/ 6/10/2015

2. Yelena Viktorovna Bogach, status: non-executive director:


Year of birth

1976

Education

Higher. Graduated from Lomonosov Moscow State University, Faculty of Mechanics and Mathematics and Faculty of Economics

Work experience for the last 5 years:

2004–2013

First Deputy Head of Department of OJSC FGC UES

2013–till present

Head of Strategic Planning Office of the Department of Strategic Projects of OJSC Rosseti (PJSC Rosseti) (primary employment)

2015–till present

Member of the Board of Directors of PJSC Dagestan Energy Retail Company

The first/last election to the Board of Directors of PJSC Kubanenergo

6/10/2015/ 6/10/2015

3. Alexandr Viktorovich Varvarin, status: non-executive director:


Year of birth

1975

Education

Higher. Institute of International Law and Economics named after Griboyedov, qualification: “Legal Science”

Work experience for the last 5 years:

2005–till present

Vice-President for Corporate Relations and Legal Support of RSPP (primary employment)

2006–till present

Director General, Board member of Non-Commercial Partnership Center of Corporate Relations Development and Economic Disputes Settlement

2008–2014

Deputy Chairman of the Management Board of the Russian Union of Self-Regulatory Organization of Insolvency Practitioners

2008–till present

Chairman of the Board of Non-Commercial Partnership MSO PAU

2009–till present

Member of the Board of Directors of OJSC VTsIOM

2009–2012

Member of the Board of Directors of OJSC Rosdorlizing

2009–till present

Chairman of the Board of Directors of OJSC VNIPIneft

2011–till present

Chairman of the Board of Directors of OJSC INPC TLP. Member of the Board of Directors of OJSC IDGC of Volga (PJSC IDGC of Volga)

2012–2013

Member of the Board of Directors of CJSC TransTelecom

2012–till present

Member of the Revision Commission of OJSC RZD

2013–2015

Chairman of the Board of Directors of OJSC Science and Production Center, OJSC CNIIMMashdetal, OJSC CNIICP, OJSC CNIILKA, OJSC CNIIPIK. Member of the Board of Directors of OJSC GTLK, OJSC IDGC of the Northern Caucasus

2014–till present

Chairman of the Committee for Technological Connection of the Board of Directors of OJSC Kubanenergo (PJSC Kubanenergo) Member of the HR and Remuneration Committee of the Board of Directors of OJSC Kubanenergo (PJSC Kubanenergo)

The first/last election to the Board of Directors of PJSC Kubanenergo

6/17/2013/ 6/10/2015

4. Aleksandr Ilyich Gavrilov, status: executive director:


Year of birth

1973

Education

Higher. Graduated from the Kuban State University, qualification: “Accounting and Audit”; the Kuban State Technological University, qualification: “Development and Operation of Oil-and-Gas Field”.
Academic degree: DPhil in Economics

Work experience for the last 5 years:

2010–2012

Professor at the Department of Economic Theory, Economics and Management of Economics Faculty of the Institute of Economy, Law and Humanitarian Specialties.

2013

Top advisor of the Chairman of the Management Board of OJSC FGC UES.

2013–till present

Director General, Chairman of the Management Board of OJSC Kubanenergo (PJSC Kubanenergo)

The first/last election to the Board of Directors of PJSC Kubanenergo

6/23/2014/ 6/10/2015

5. Sergey Mikhaylovich Katayev, Deputy Chairman of the Board of Directors, status: non-executive director:


Year of birth

1975

Education

Higher. Graduated from the Moscow Power Engineering Institute (technical university), qualification: “Thermal Power Plants”

Work experience for the last 5 years:

2010–2012

Head of Repair Department of OJSC RAO Energy Supply Systems of the East

2012–2014

Head of Department of Monitoring of Consumption of Non-Commercial Partnership “Market Council”

2014–till present

Director of the Department of Operative Process Management of OJSC Rosseti (PJSC Rosseti) (primary employment)

2015–till present

Member of the Board of Directors of OJSC IDGC of Urals

The first/last election to the Board of Directors of PJSC Kubanenergo

6/10/2015/ 6/10/2015

6. Anton Mikhaylovich Kislyakov, status: non-executive director:


Year of birth

1970

Education

Higher. Graduated from the Moscow State Academy of Law, qualification: “Jurisprudence”

Work experience for the last 5 years:

2008–2016

Head of Current Activities Support Office of the Legal Support Department of OJSC Rosseti (PJSC Rosseti) (primary employment)

2015–till present

Member of the Board of Directors of JSC Ingushenergo. Member of the Audit Committee of the Board of Directors of PJSC Kubanenergo.

The first/last election to the Board of Directors of PJSC Kubanenergo

6/10/2015/ 6/10/2015

7. Marina Aleksandrovna Lavrova, status: non-executive director:


Year of birth

1982

Education

Higher. Graduated from the State University of Management, qualification: “Management in Power Economy” and the Financial University under the Government of the Russian Federation, qualification: “Finance and Credit”.

Work experience for the last 5 years:

2008–till present

Head of S&A Economy Administration of the Department of Economic Planning and Budgeting of OJSC Rosseti (PJSC Rosseti) (primary employment)

2009–till present

Member of the Board of Directors of OJSC Dagestan Energy Retail Company (PJSC Dagestan Energy Retail Company)

2013–till present

Member of the Board of Directors of OJSC EESK Chairman of the Audit Committee of the Board of Directors of OJSC Kubanenergo (PJSC Kubanenergo)

2013–2014

Member of the Committee for Strategy, Development, Investment and Reforming, Member of the Board of Directors of OJSC Kubanenergo

2014–till present

Member of the Board of Directors of OJSC IDGC of the Northwest (PJSC IDGC of the Northwest)

2015–till present

Member of the Committee for Strategy, Development, Investment and Reforming, Member of the Board of Directors of PJSC Kubanenergo

The first/last election to the Board of Directors of PJSC Kubanenergo

6/17/2013/ 6/10/2015

8. Artur Kamilovich Niyazmetov, status: non-executive director:


Year of birth

1985

Education

Higher. Graduated from the Khabarovsk State University of Economics and Law, qualification: “Finance and Credit”
Academic degree: Ph.D. in Economics.

Work experience for the last 5 years:

2010–2011

Advisor of LLC Budget and Finance Technologies

2011

Leading expert of CJSC Technical Inspection UES

2011–till present

Senior Teacher of the Federal State Budgetary Educational Institution of Higher Professional Education Financial University under the Government of the Russian Federation (0.25 fte) (secondary employment)

2011–2013

Deputy Chief of Department of the Ministry of Energy of the Russian Federation

2013–2014

Head of Department of the Ministry of Finance of the Russian Federation

2014–2015

Chief of Special Project Organization Office of Special Projects Implementation Department of OJSC Rosseti

2015–till present

Deputy Minister of the Ministry for Development of the Russian Far East (primary employment)

The first/last election to the Board of Directors of PJSC Kubanenergo

6/10/2015/ 6/10/2015

9. Fyodor Alekseyevich Terebkov, status: non-executive director:


Year of birth

1984

Education

Higher. Graduated from the National Research University Higher School of Economics, qualification “Finance and Credit”

Work experience for the last 5 years:

2009–2012

Chief of Department of OJSC JSCB Svyaz Bank

2012–2013

Deputy Head of Corporate Finance Department of OJSC FGC UES

2013–2015

Head of Capital Markets and Structured Financing Office of Capital Markets Department of OJSC Rosseti (PJSC Rosseti)

2015–till present

Head of Department of Loans in the Capital Markets of Bank GPB (JSC) (primary employment)

2014–2015

Member of the Board of Directors of OJSC IDGC of the Northern Caucasus

2015–till present

Member of the Board of Directors of JSC Karachaevo–Cherkesskenergo, JSC NIIC MRSK

The first/last election to the Board of Directors of PJSC Kubanenergo

6/10/2015/ 6/10/2015

10.Andrey Nikolayevich Kharin, representative of the legal interests of the Russian Federation, status: non-executive director:

Year of birth

1979

Education

Higher. Graduated from the Stavropol State University, qualification: “Jurisprudence”

Work experience for the last 5 years:

2010–2012

Deputy Director General for Corporate Management of OJSC IDGC of the Northern Caucasus

2013–2014

Advisor of the Director General of OJSC DVEUK

2014–2016

Deputy Director of the Department of Corporate Management, Price Environment and Internal Control of the fuel and energy sector of the Ministry of Energy of the Russian Federation (primary employment)

2014–2015

Member of the Board of Directors of OJSC IDGC of Center and Volga Region, OJSC NITs UES

2014–till present

Member of the Board of Directors of OJSC IDGC of the South, OJSC VNIMI, OJSC CGE (JSC CGE)

2015–till present

Member of the Board of Directors of JSC Arktikshelfneftgaz, PJSC IDGC of Center, PJSC IDGC of Volga

The first/last election to the Board of Directors of PJSC Kubanenergo

6/23/2014/ 6/10/2015

11. Kseniya Valeriyevna Khokholkova, status: non-executive director:


Year of birth

1970

Education

Higher. Graduated from the State University of Management named after Sergo Ordzhonikidze, qualification: “Organization of Management in Fuel and Energy Sector”

Work experience for the last 5 years:

2008–till present

Deputy head of Share Capital Administration, the Head of Office of Shareholders’ Rights Enforcement of the Department of Corporate Governance and Shareholder Relations and Investors of OJSC Rosseti (PJSC Rosseti) (primary employment)

2009–2013

Member of the Board of Directors of OJSC SZEUK

2009–2014

Member of the Board of Directors of OJSC Ingushenergo

2010–2014

Member of the Board of Directors of OJSC Volga Power Engineering Center

2013–2014

Member of the Revision Commission of OJSC IDGC of Volga Member of the Committee for Strategy, Investments and Reforming of the Board of Directors of OJSC IDGC of Siberia

2014–2015

Member of the Board of Directors of OJSC Energoservice, OJSC NITs of Volga

2014–till present

Member of the Board of Directors of OJSC Lenenergospetsremont, OJSC Health and Recreation Resort “Energetik” Member of the Audit Committee, Member of the Committee for Strategy, Development, Investments and Reforming of the Board of Directors of OJSC Kubanenergo (PJSC Kubanenergo)

2015–till present

Member of the Board of Directors of OJSC Krzhizhanovsky Power Energy Institute

The first/last election to the Board of Directors of PJSC Kubanenergo

6/23/2014/ 6/10/2015

All Company’s Board Members (elected in 2015 and now) are citizens of the Russian Federation.

All Company’s Members elected in 2015 and now:

  • are not independent in determination of the Corporate Governance Code recommended by the Bank of Russia in Letter No. 06–52/2463 of April 10, 2014 for application by joint–stock companies having stocks admitted to on-exchange trading;
  • did not own a share in the Company’s charter capital, did not own common stocks of the Company in the reporting year, did not carry out transactions with stocks of the Company*****;
  • were not trained at the Company’s expense in the reporting year.

*The consent to disclosure of personal data indicated in section “Corporate Governance” was secured from all persons who are or were the members of the management and control bodies of PJSC Kubanenergo.

** The information about the experience of the Board members specifies only the last positions held by them.
All positions which were held by Board members (in a chronological order) are specified in the quarterly reports of the issuer published on the web-site www.kubanenergo.ru - section For shareholders and investor / Disclosure of information / Issuer’s Quarterly Reports.
The data on the jobs and titles of the members of the Board of Directors are given as of 3/31/2015 according to the information provided by them.

*** The status is determined by criteria of the Corporate Governance Code recommended by the Bank of Russia in Letter No. 06-52/2463 of April 10, 2014 for application by joint-stock companies having stocks admitted to on-exchange trading.

****The information about the experience of the Board members specifies only the last positions held by them.
All positions which were held by Board members (in a chronological order) are specified in the quarterly reports of the issuer published on the web-site www.kubanenergo.ru - section For shareholders and investor / Disclosure of information / Issuer’s Quarterly Reports.
The data on the jobs and titles of the members of the Board of Directors are given as of 12/31/2015 according to the information provided by them.

*****According to the information provided to the Company by members of the Board of Directors.