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"class" => "col-6 col-md"
"title" => "Efficiency"
"color" => "#DF0062"
]
2 => array:3 [
"class" => "col-6 col-md"
"title" => "Objectivity and independence of judgment"
"color" => "#DF0062"
]
3 => array:3 [
"class" => "col-6 col-md"
"title" => "Maintaining the balance of interests of the Company and its shareholders"
"color" => "#DF0062"
]
]
]
]
6 => array:2 [
"tpl" => "text"
"data" => array:1 [
"text" => array:6 [
0 => "The competencies of the Board of Directors are established in the Articles of Association of Unipro PJSC, and are clearly differentiated from those of the Company’s executive bodies overseeing its daily operations. The Board of Directors, among other things:"
1 => array:8 [
0 => "performs operational management of the Company’s activities;"
1 => "approves its priority development areas;"
2 => "ensures implementation and protection of the rights and legitimate interests of the shareholders;"
3 => "determines the Company’s vision, mission and strategy;"
4 => "establishes effective executive bodies and provides control over their activities by reviewing reports on implementing strategic and business plans of the Company and maintaining an effective incentive system;"
5 => "approves the internal control and risk management policy, ensures the functioning of risk management and internal control systems;"
6 => "focuses on improvement of the Company’s corporate management system and practices;"
7 => "ensures the timely disclosure of exhaustive and reliable information on the Company’s business."
]
2 => "The composition of the Board of Directors is structured in a way that ensures a balance of professionalism, knowledge and experience enabling proper performance of their duties by the members of the Board of Directors of the Company."
3 => "Members of the Board of Directors are elected annually at the General Shareholders’ Meeting by cumulative voting. Key criteria for the formation of the Board of Directors include the following:"
4 => array:4 [
0 => "specific qualifications, experience, knowledge, business skills and business reputation of candidates;"
1 => "election of at least three independent directors of the Board;"
2 => "limitation of the number of executive directors (not more than a quarter of Board members),"
3 => "candidates should have no conflicts of interest."
]
5 => "Despite the absence of gender diversity requirements in the Company, women have equal rights and opportunities with men in the selection of candidates. For example, the position of Deputy Chairman of the Board of Directors is occupied by independent director Anna Grigorievna Belova."
]
]
]
7 => array:2 [
"tpl" => "text"
"data" => array:3 [
"subtitleclass" => "c-red w-light"
"subtitle" => "Independent Directors"
"text" => array:6 [
0 => "The current Board of Directors includes three independent directors, meeting the requirements established by the listing rules of Moscow Exchange PJSC and the Code of the Central Bank of Russia."
1 => "Independent directors make an important contribution to the successful functioning of the Board of Directors, especially as regards design of the Company’s growth strategy and risk management. They also protect the interests of shareholders and investors."
2 => "Since 2018, in an important step forward for corporate governance, the Company has instituted a practice of preliminary meetings with independent directors for discussion of key issues to be submitted for consideration by the Board of Directors."
3 => "Independent directors serving on the Board of Directors of Unipro PJSC in 2020 were as follows:"
4 => array:3 [
0 => "Anna Grigoryevna Belova;"
1 => "Oleg Vyacheslavovich Vyugin;"
2 => "Georgiy Levanovich Abdushelishvili."
]
5 => "In March 2020 the Appointment and Remuneration Committee analysed the professional qualifications and independence of all candidates to the Board of Directors of the Company. The analysis was carried out on the basis of information and completed questionnaires received from candidates to the Board of Directors of the Company, and also based on the available personal data of candidates. According to the Minutes of the meeting of the Board of Directors dated 03 April 2020 No. 287, all three candidates were recognised as independent."
]
]
]
8 => array:2 [
"tpl" => "text"
"data" => array:3 [
"subtitleclass" => "c-red w-light"
"subtitle" => "Composition of the Board of Directors"
"text" => array:3 [
0 => "The current composition of the Board of Directors of Unipro PJSC is well-balanced according to the necessary competencies and professional experience. The principle of balance of the Board of Directors is implemented based on a high level of professional knowledge and competence, sufficient time to perform the duties of a member of the Board of Directors, and absence of any conflict of interests, which contributes to effective decision-making."
1 => "The Board of Directors of Unipro PJSC includes 9 members, of which 3 are independent, 1 is executive, and 5 are non-executive."
2 => "In 2020, the work was carried out by two Boards of Directors. The first Board of Directors was elected at the Extraordinary General Shareholders’ Meeting that took place on 03 December 2019, when David Bryson joined the Board of Directors and Uwe Fip left the Board of Directors. The second Board of Directors was elected at the Annual General Shareholders’ Meeting on 10 June 2020, when Eckhardt Rümmler left the Board of Directors and Uwe Fip returned."
]
]
]
9 => array:2 [
"tpl" => "textimgline"
"data" => array:2 [
"img" => "images/corp/control165.jpg"
"text" => array:2 [
0 => "The independent directors of Unipro PJSC make well-considered independent opinions and judgments based solely on their experience and competence. The participation and contribution of independent directors to the work of the Board of Directors increase the level of trust of shareholders and a wide range of investors in the Company, improve the quality of management decisions, and promote compliance with the corporate governance principles of the Company"
1 => "Given the recommendations of the Code of Corporate Governance provided by the Central Bank of Russia and the best market practices of corporate governance in Unipro, an independent director was appointed a Deputy Chairman of the Board of Directors on 10 December 2019"
]
]
]
10 => array:2 [
"tpl" => "graphringlegend"
"data" => array:8 [
"id" => "ring1"
"title" => "Status of directors, "
"volume" => "%"
"color1" => "#C8EAFA"
"color2" => "#fff"
"format" => "100"
"legend" => array:3 [
0 => array:2 [
"title" => "Non-executive"
"color" => "#006196"
]
1 => array:2 [
"title" => "Independent"
"color" => "#DF0062"
]
2 => array:2 [
"title" => "Executive"
"color" => "#009743"
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"graph" => array:3 [
"all" => ""
"volume" => ""
"data" => array:2 [
"slices" => array:3 [
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"color" => "#006196"
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1 => array:1 [
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"color" => "#009743"
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"table" => array:4 [
0 => array:2 [
0 => "title"
1 => "value"
]
1 => array:2 [
0 => "Non-executive"
1 => 56
]
2 => array:2 [
0 => "Independent"
1 => 33
]
3 => array:2 [
0 => "Executive"
1 => 11
]
]
]
]
]
]
11 => array:2 [
"tpl" => "graphringlegend"
"data" => array:8 [
"id" => "ring11"
"title" => "Term of continuous service on the Board of Directors, "
"volume" => "%"
"color1" => "#C8EAFA"
"color2" => "#fff"
"format" => "100"
"legend" => array:4 [
0 => array:2 [
"title" => "Less than 1 year"
"color" => "#DF0062"
]
1 => array:2 [
"title" => "1-3 year"
"color" => "#00426D"
]
2 => array:2 [
"title" => "3-6 year"
"color" => "#009743"
]
3 => array:2 [
"title" => "Over 6 year"
"color" => "#57C5F0"
]
]
"graph" => array:3 [
"all" => ""
"volume" => ""
"data" => array:2 [
"slices" => array:4 [
0 => array:1 [
"color" => "#DF0062"
]
1 => array:1 [
"color" => "#00426D"
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2 => array:1 [
"color" => "#009743"
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3 => array:1 [
"color" => "#57C5F0"
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"table" => array:5 [
0 => array:2 [
0 => "title"
1 => "value"
]
1 => array:2 [
0 => "Less than 1 year"
1 => 33
]
2 => array:2 [
0 => "1-3 year"
1 => 33
]
3 => array:2 [
0 => "3-6 year"
1 => 22
]
4 => array:2 [
0 => "Over 6 year"
1 => 11
]
]
]
]
]
]
12 => array:2 [
"tpl" => "table"
"data" => array:4 [
"title" => "<u title='The relevant experience of candidates to the Board of Directors in various business areas, considering the data provided by the candidates to the Board of Directors, including their educational background, positions held thereby, and information in the public domain.'>Experience and competencies of Board members</u>"
"titleclass" => "c-bluedark fs-20"
"class" => "blue table-striped"
"table" => array:2 [
"thead" => array:1 [
"rows" => array:2 [
0 => array:2 [
"class" => "fs-20"
"data" => array:2 [
0 => ""
1 => array:2 [
"t" => "Field of work"
"cols" => 6
]
]
]
1 => array:2 [
"class" => "fs-18"
"data" => array:7 [
0 => array:1 [
"t" => "Full name"
]
1 => "energy"
2 => "finance"
3 => "management"
4 => "production"
5 => "science"
6 => "other competencies"
]
]
]
]
"tbody" => array:1 [
"rows" => array:9 [
0 => array:7 [
0 => "A. Schierenbeck"
1 => "+"
2 => ""
3 => "+"
4 => ""
5 => ""
6 => ""
]
1 => array:7 [
0 => "A. Belova"
1 => " "
2 => "+"
3 => ""
4 => ""
5 => "+"
6 => "PhD in Economic Sciences"
]
2 => array:7 [
0 => "G. Abdushelishvili"
1 => ""
2 => ""
3 => "+"
4 => ""
5 => ""
6 => "Training and recruitment"
]
3 => array:7 [
0 => "D. Bryson"
1 => "+"
2 => ""
3 => "+"
4 => "+"
5 => ""
6 => "Master of Defence Technology"
]
4 => array:7 [
0 => "Dr. Patrick Wolf"
1 => ""
2 => ""
3 => "+"
4 => ""
5 => ""
6 => "Law, Doctor's degree in canon and civil law"
]
5 => array:7 [
0 => "O. Vyugin"
1 => ""
2 => "+"
3 => ""
4 => ""
5 => "+"
6 => "Candidate of Physical and Mathematical Sciences, Honoured Economist of the Russian Federation"
]
6 => array:7 [
0 => "Uwe Fip"
1 => ""
2 => ""
3 => ""
4 => "+"
5 => ""
6 => "Master in Petroleum Engineering"
]
7 => array:7 [
0 => "R. Hartman"
1 => ""
2 => ""
3 => "+"
4 => ""
5 => ""
6 => "Honoured Ph.D. of Marconi University (Italy)"
]
8 => array:7 [
0 => "M.Shirokov"
1 => "+"
2 => ""
3 => "+"
4 => ""
5 => ""
6 => ""
]
]
]
]
]
]
13 => array:2 [
"tpl" => "textline"
"data" => array:2 [
"title" => "On-boarding"
"text" => array:3 [
0 => "For the first time, an elected member of the Board of Directors takes an introductory course in the following program: acquaintance with the members of the Management Board and management of the Company, study of the Company’s internal documents, software and hardware used in the work of the Board of Directors."
1 => "The Corporate Secretary serves as the link between the Board of Directors and the Company, answers all questions that arise and, if necessary, organises meetings with the Company’s management or the auditor"
2 => "As of the date of nomination and during 2020, there were no notices from members of the Board of Directors that they have a conflict of interest (including those related to participation in the management bodies of the Company’s competitors)"
]
]
]
14 => array:2 [
"tpl" => "bio"
"data" => array:3 [
"title" => "Curricula vitae of the Company’s Board of Directors as of 31 December 2020"
"titleclass" => "c-bluedark"
"peoples" => array:9 [
0 => array:9 [
"img" => "images/corp/Schierenbeck.jpg"
"name" => "Andreas Schierenbeck"
"pos" => "Chairman of the Board of Directors, non-executive director"
"year" => "1966"
"country" => "Germany"
"edu" => "1992: Master of Science in Electrical Engineering, University of Dresden (Germany). 2009: MBA, Executive MBA Program, Harvard School of Business (USA)"
"allpos" => array:2 [
0 => "Since 2019: Chief Executive Officer, Uniper SE (Düsseldorf, Germany) *"
1 => "2012–2019: Chief Executive Officer, ThyssenKrupp Elevator (Essen, Germany)"
]
"join" => array:3 [
0 => "Since 2019: Chairman of the Management Board, Uniper SE (Düsseldorf, Germany)"
1 => "First elected to the Board of Directors of Unipro PJSC on 14 June 2019"
2 => "She holds no shares in the Company’s authorised capital and carried out no acquisitions and disposals of shares in Unipro PJSC in 2020"
]
"hint" => "* On 30 March 2021, A. Schierenbeck resigned as CEO of Uniper SE"
]
1 => array:9 [
"img" => "images/corp/Belova.jpg"
"name" => "Anna Belova"
"pos" => "Deputy Chairman of the Board of Directors, independent director, Chairman of the Audit Committee, member of the Appointment and Remuneration Committee of the Board of Directors"
"year" => "1961"
"country" => "Russian Federation"
"edu" => "In 1984, graduated from the Moscow Institute of Engineering Physics, majoring in System Engineering. In 1989 graduated from the Research and Development Institute of Radio Instrumentation Engineering (postgraduate program). 2000: Graduated from the Academy of Advanced Training for Investment Managers and Specialists (specialisation: Finance and Credit). 2002: The degree of candidate of economic science awarded"
"allpos" => array:2 [
0 => "From 2012 till 2020: Professor of the Higher School of Management, Higher School of Economics"
1 => "From 2020: Lecturer (part-time), Department of Applied and Institutional Economics, Federal State Budgetary Educational Institution of Higher Education Lomonosov Moscow State University"
]
"join" => array:6 [
0 => "Since 2011: Deputy Chairman of the Board of Directors, CFE inc."
1 => "Since 2016: Member of the Board of Directors, Tiscali S.p.a"
2 => "Since 2017: Member of the Board of Directors, Sistema Joint-Stock Financial Corporation"
3 => "Since 2020: Member of the Board of Directors of Segezha Group Management Company LLC"
4 => "First elected to the Board of Directors of Unipro PJSC on 15 June 2016."
5 => "She holds no shares in the Company’s authorised capital and carried out no acquisitions and disposals of shares in Unipro PJSC in 2020"
]
"hint" => ""
]
2 => array:9 [
"img" => "images/corp/Abdushelishvili.jpg"
"name" => "Georgiy Abdushelishvili"
"pos" => "Member of the Board of Directors, independent director, Member of the Appointment and Remuneration Committee, Member of the Audit Committee of the Board of Directors"
"year" => "1962"
"country" => "Russian Federation"
"edu" => "1985: Graduated from Leningrad State University, Economic Faculty. 1979–1981: Sports Faculty, Lesgaft Institute of Physical Training. 1992: Emory University (Atlanta, USA), management"
"allpos" => array:3 [
0 => "2010–2017: Managing Director, Vektor Liderstva JSC"
1 => "Since 2017: Director for Business Development, Ward Howell LLC"
2 => "Since 2018: Managing Director – Senior Partner, Vektor Liderstva JSC."
]
"join" => array:4 [
0 => "Since 2015: Member of the Board of Trustees of the European University in St Petersburg"
1 => "Since 2018: Member of the Council for Europe and Africa, the Association of Executive Search and Leadership Consultants (AESC) (London, UK)"
2 => "First elected to the Board of Directors of Unipro PJSC on 14 June 2019"
3 => "He holds no shares in the Company’s authorised capital and carried out no acquisitions and disposals of shares in Unipro PJSC in 2020"
]
"hint" => ""
]
3 => array:8 [
"img" => "images/corp/Bryson.jpg"
"name" => "David Bryson"
"pos" => "Member of the Board of Directors, non-executive director"
"year" => "1967"
"country" => "United Kingdom"
"edu" => "1989: he graduated from the Commissioning Course, Sandhurst Royal Military Academy. 1993:he received the degree of the Bachelor of Engineering (Honours) Information Technology, Cranfield Institute of Technology. 1999: Master of Defence Technology, University of Cranfield. 2000: he graduated from the Integrated Command and Staff Course, College of the Command and Staff Service of the Defence Forces. December 2007: MBA, Open University 2011-2012: Talent management system, planning of key staff pool, E.ON 2018: he completed Integrated Management Program, INSEAD (114). 2014: Establishment of effective boards of directors (IESE / Harvard Business School)"
"allpos" => array:2 [
0 => "Since 2019: Director for Production, Uniper SE (Dusseldorf, Germany)"
1 => "2015–2018: Executive Director for Asset Management, Uniper SE (Dusseldorf, Germany)"
]
"join" => array:3 [
0 => "Since 2019: member of the Management Board, Uniper SE (Düsseldorf, Germany)"
1 => "First elected to the Board of Directors of Unipro PJSC on 03 December 2019"
2 => "He holds no shares in the Company’s authorised capital and carried out no acquisitions and disposals of shares in Unipro PJSC in 2020"
]
]
4 => array:9 [
"img" => "images/corp/Wolf.jpg"
"name" => "Dr. Patrick Wolf"
"pos" => "Member of the Board of Directors, non-executive director"
"year" => "1971"
"country" => "Germany"
"edu" => "1994: he graduated from Rhineland Friedrich Wilhelm University (Germany). 1997: he graduated from Ludwig Maximilians University of Munich (Germany). 1999: he obtained a Doctor’s degree in canon and civil law"
"allpos" => array:1 [
0 => "Since 2016: Chief Legal Counsel and Compliance Manager, Uniper SE (Dusseldorf, Germany)"
]
"join" => array:5 [
0 => "Since 2015: Member of the Supervisory Board, Uniper Kraftwerke GmbH (Dusseldorf, Germany)"
1 => "Since 2016: Member of the Supervisory Board, Uniper Global Commodities SE (Düsseldorf, Germany)"
2 => "Since 2016: Chairman of the Supervisory Board, Hamburger Hof Versicherungs-AG (Dusseldorf, Germany)"
3 => "First elected to the Board of Directors of Unipro PJSC on 15 June 2016."
4 => "He holds no shares in the Company’s authorised capital and carried out no acquisitions and disposals of shares in Unipro PJSC in 2020"
]
"hint" => ""
]
5 => array:9 [
"img" => "images/corp/Vyugin.jpg"
"name" => "Oleg Vyugin"
"pos" => "Member of the Board of Directors, independent director, Member of the Appointment and Remuneration Committee, Member of the Audit Committee of the Board of Directors"
"year" => "1952"
"country" => "Russian Federation"
"edu" => "1974: he graduated from the Mechanics and Mathematics Faculty of Moscow State University majoring in mathematics. 1978: he obtained a degree of candidate of physical and mathematical sciences"
"allpos" => array:2 [
0 => "Since 2007: Professor of the School of Finance, Faculty of Economic Sciences, Higher School of Economics (now part time)"
1 => "Since 2019: General Director’s Advisor, SAFMAR Financial Investments PJSC"
]
"join" => array:12 [
0 => "Since 2002: Member of the Board of the Centre for Strategic Research"
1 => "Since 2008: Member of the Guardian Council of the Non-Profit Organisation “Endowment Fund of the New Economic School”"
2 => "Since 2008: Member of the Board of Trustees of the European University in St Petersburg"
3 => "Since 2010: Chairman of the Board of Directors of the National Association of Equity Market Participants"
4 => "Since 2011: Member of the Board of Trustees of the Forum Analytical Centre"
5 => "Since 2015: Member of the Board of Directors, Rosneft Oil Company PJSC"
6 => "Since 2016: Member of the Board of the AGAT Youth Entrepreneurship Support Fund"
7 => "Since 2017: Chairman of the Supervisory Board, Moscow Stock Exchange PJSC"
8 => "Since 2017: Chairman of the Board of Directors, SAFMAR Financial Investments PJSC"
9 => "Since 2019: Member of the Board of Directors of SF Holdings Company PLC"
10 => "First elected to the Board of Directors of Unipro PJSC on 07 December 2017"
11 => "He holds no shares in the Company’s authorised capital and carried out no acquisitions and disposals of shares in Unipro PJSC in 2020"
]
"hint" => ""
]
6 => array:9 [
"img" => "images/corp/Fip.jpg"
"name" => "Uwe Fip"
"pos" => "Member of the Board of Directors, non-executive director"
"year" => "1960"
"country" => "Germany"
"edu" => "1987: he graduated from Clausthal und Hagen Universität (Germany) with a master’s degree in Petroleum Engineering and a degree in Business Administration (Economics and Sales Management)"
"allpos" => array:3 [
0 => "Since 2013: Senior Vice President, Gas Supply & Origination, Uniper Global Commodities SE"
1 => "Re-elected to the Board of Directors of Unipro PJSC on 10 June 2020"
2 => "He holds no shares in the Company’s authorised capital and carried out no acquisitions and disposals of shares in Unipro PJSC in 2020"
]
"join" => ""
"hint" => ""
]
7 => array:9 [
"img" => "images/corp/Hartmann.jpg"
"name" => "Reiner Hartmann"
"pos" => "Member of the Board of Directors, non-executive director"
"year" => "1945"
"country" => "Germany"
"edu" => "Graduated from Bayreuth Private Trade School with a degree in Production Process Economics. Honoured Ph.D. of Marconi University (Italy)"
"allpos" => array:2 [
0 => "2013–2016: Head of Moscow Representative Office, E.ON Global Commodities SE (Dusseldorf, Germany)"
1 => "Since 2016: Head of Moscow Representative Office, Uniper Global Commodities SE (Dusseldorf, Germany)"
]
"join" => array:3 [
0 => "Since 2014: Chairman of the Honorary Board, Association of European Businesses in the Russian Federation"
1 => "First elected to the Board of Directors of Unipro PJSC on 06 June 2008"
2 => "He holds no shares in the Company’s authorised capital and carried out no acquisitions and disposals of shares in Unipro PJSC in 2020"
]
"hint" => ""
]
8 => array:9 [
"img" => "images/corp/Shirokov.jpg"
"name" => "Maxim Shirokov"
"pos" => "Member of Board of Directors, Chairman of the Management Board, General Director, Executive Director"
"year" => "1966"
"country" => "Russian Federation"
"edu" => "In 1988, he graduated from the Moscow Red Banner Military Institute (Ministry of Defence). In 1994, he graduated from the Moscow Law Institute. In 1996, he obtained an MBA diploma at Pacific Coast University, USA. In 2003, he graduated from the London Business School."
"allpos" => array:3 [
0 => "Since 2012: General Director of Unipro PJSC"
1 => "2015–2016: General Director of Uniper LLC."
2 => "Since 2018: General Director of Unipro Engineering LLC"
]
"join" => array:3 [
0 => "Since 2013: Member of the Supervisory Board, Council of the Association of Power Producers"
1 => "First elected to the Board of Directors of Unipro PJSC on 21 February 2013"
2 => "He holds no shares in the Company’s authorised capital and carried out no acquisitions and disposals of shares in Unipro PJSC in 2020"
]
"hint" => ""
]
]
]
]
15 => array:2 [
"tpl" => "bio"
"data" => array:3 [
"title" => "Curriculum vitae of the Company’s Board of Directors from 03 December 2019 to 10 June 2020"
"titleclass" => "c-bluedark"
"peoples" => array:1 [
0 => array:9 [
"img" => "images/corp/Rummler.jpg"
"name" => "Eckhardt Rümmler"
"pos" => "Member of the Board of Directors, non-executive director"
"year" => "1960"
"country" => "Germany"
"edu" => "In 1984, he graduated from Hamburg University of Technology with a degree in Marine Shipbuilding Engineering"
"allpos" => array:5 [
0 => "2015-2019: Chief Engineer, Uniper SE (Düsseldorf, Germany)"
1 => "2016-2019: Executive Director, Uniper Generation GmbH (Düsseldorf, Germany)"
2 => "2016-2019: Executive Director, Uniper Kraftwerke GmbH (Düsseldorf, Germany)"
3 => "First elected to the Board of Directors of Unipro PJSC on 15 June 2016"
4 => "He holds no shares in the Company’s authorised capital and carried out no acquisitions and disposals of shares in Unipro PJSC before 10 June 2020"
]
"join" => ""
"hint" => ""
]
]
]
]
16 => array:2 [
"tpl" => "text"
"data" => array:3 [
"subtitleclass" => "c-red w-light"
"subtitle" => "Report on the Board of Directors Performance"
"text" => array:3 [
0 => "In 2020, 14 meetings of the Board of Directors were held (4 in person), where 69 issues were considered. The Board of Directors made a primary focus on the issues concerning Company strategy, corporate governance, financial and business operations, and HR matters."
1 => "All the issues submitted for consideration by the Board of Directors are previously considered at a meeting of the Management Board. The issues referred to the competence of the Committees (the Audit Committee and the Appointment and Remuneration Committee) are previously considered by the Committees, which, in accordance with the Listing Rules, consist entirely of independent directors."
2 => "Regards the most complex issues included in the agenda of the Board of Directors meeting, members of the Board of Directors are allowed to ask all the questions of interest to the initiators of the relevant issues both through the Corporate Secretary and through the meetings."
]
]
]
17 => array:2 [
"tpl" => "graph"
"data" => array:9 [
"label" => "The number of Board of Directors meetings, "
"volume" => "pcs."
"grad" => "grd"
"format" => "100"
"big" => true
"subclass" => "withsplit"
"titlecolor" => "#1381C6"
"legend" => array:2 [
0 => array:2 [
"title" => "Meetings in absentia"
"color" => "#006196"
]
1 => array:2 [
"title" => "Meetings in presentia"
"color" => "#009743"
]
]
"graph" => array:3 [
0 => array:2 [
"title" => "2018"
"values" => array:1 [
0 => array:4 [
"value" => "13"
"color1" => "#5DC5EF"
"color2" => "#1481C5"
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0 => array:3 [
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"color1" => "#009743"
"color2" => "#55C4EE"
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]
]
1 => array:2 [
"title" => "2019"
"values" => array:1 [
0 => array:4 [
"value" => "16"
"color1" => "#5DC5EF"
"color2" => "#1481C5"
"split" => array:2 [
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"value" => "12"
"color1" => "#006196"
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1 => array:3 [
"value" => "4"
"color1" => "#009743"
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]
2 => array:3 [
"title" => "2020"
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0 => "The status of implementing the investment project “Recovery of Power Unit of Berezovskaya GRES of Unipro PJSC” was re-considered for the 6th time"
1 => "In October 2020, the members of the Board of Directors discussed the Company’s strategic development prospects"
2 => "The Board of Directors decided to participate in the selection of modernisation projects for 2026 for Power Unit No. 2 of PP Surgutskaya-2 of Unipro PJSC"
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1 => "The Board of Directors considered recommendations for the corporate governance system improvement following which Unipro PJSC management was instructed to implement the recommendations in terms of increasing the amount of information disclosed in English on the Company’s website, setting the criteria for significant corporate actions in the Articles of Association, adopting a separate policy on remuneration of the Company’s Board of Directors, and securing the position of senior independent director"
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1 => "The current situation with COVID-19 in the Company’s branches was discussed at each meeting of the Board of Directors. The Company’s management informed the members of the Board of Directors about the measures being implemented to prevent the spread of coronavirus infection"
]
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1 => "Additional agreements to collective bargaining agreements of the Company’s branches for 2018-2020 were approved"
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"anno" => "102-28"
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0 => "<h5>Independent assessment</h5>"
1 => "In the reporting period, an independent assessment of the activities of the Company’s Board of Directors was carried out by an external independent consultant – PricewaterhouseCoopers Consulting LLC."
2 => "The assessment of the activities of the Board of Directors was carried out from December 2019 to February 2020 through a survey of members of the Board of Directors, individual interviews with members of the Board of Directors and certain senior employees of the Company, as well as analysis of internal documents governing the activities of the Board of Directors and its committees, Corporate Secretary, minutes of meetings of the Board directors and committees and other relevant materials. The independent evaluation findings were reviewed at the meeting of the Board of Directors (Minutes No. 287 of 03 April 2020)."
3 => "The perimeter of assessment included the following areas:"
4 => array:3 [
0 => "assessment of the performance of the Board of Directors in general;"
1 => "assessment of the performance of each committee;"
2 => "assessment of the performance of the Chairman of the Board of Directors."
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5 => "Positive dynamics in the performance of the Board of Directors over the past few years includes:"
6 => array:3 [
0 => "improving the composition of the Board of Directors;"
1 => "improvements in the working procedures of the Board of Directors, including the coverage of topics discussed at the Board of Directors, the culture of discussion, planning its work, frequency of inperson meetings, procedure for providing materials for the meetings;"
2 => "more effective interaction of the Board of Directors with Internal Audit, deeper focus of the Board of Directors on the issues of risk management and compliance."
]
7 => "<h5>Self-assessment</h5>"
8 => "In March 2020 a self-assessment of the work of the Board of Directors in 2019-2020 was carried out. The assessment was carried out using a questionnaire survey of the Board of Directors members, as well as an analysis of internal documents regulating the activities of the Board of Directors and its committees, minutes of meetings of the Board of Directors and committees, and other relevant materials."
9 => "Based on analysis of the data, the Appointment and Remuneration Committee compiled a report on performance by the Board of Directors and its committees in 2019–2020, and made recommendations for further improvement of work by the Board and its committees."
10 => "<u title='Minutes No. 287 dated 03 April 2020.'>This report was considered at the meeting of the Board of Directors in the form of joint presence, which was held on 02 April 2020</u>. 30 The assessment, which was carried out, confirmed that the Board of Directors and its committees had performed efficiently in 2019–2020."
11 => "Based on the self-assessment results, the following recommendations to further improve and develop the activities of the Company’s Board of Directors, its committees and the Company’s Corporate Secretary were given:"
12 => array:4 [
0 => "members of the Board of Directors and the Board Committees should be involved in the forming of the work plan of the Board of Directors for the next corporate year;"
1 => "issues of a significant strategic or material nature should be considered at in presentia meetings of the Board of Directors only;"
2 => "a regular practice of preliminary consideration of related-party transactions before their approval procedure by the Board of Directors should be introduced;"
3 => "the materials which include both the methodology and numerical values, including comparison with market indicators, should be submitted to the committees."
]
13 => "All the above recommendations were successfully implemented during 2020."
]
]
]
23 => array:2 [
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0 => "Optimising resolutions by the Board of Directors, more detailed preliminary consideration of key issues and preparation of relevant recommendations were the responsibility of two committees in 2020:"
1 => array:2 [
0 => "Audit Committee;"
1 => "Appointment and Remuneration Committee."
]
2 => "The committees are fully accountable in their work to the Board of Directors."
3 => "The committees are set up taking account of recommendations of the Code of Corporate Governance of the Central Bank of Russia, as well as the professional experience and knowledge of Board members in the relevant field, which enables them to carry out their tasks efficiently."
4 => "According to the requirements of the Listing Rules of Moscow Exchange PJSC, the Audit Committee and the Appointment and Remuneration Committee only comprise independent directors. This helps to ensure that the recommendations of the Committee are objective and well-grounded."
]
]
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0 => "The resolutions on the committee, including the minutes of the meetings are available on the Company’s website"
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0 => "The Audit Committee is 31 a corporate deliberative body established to assist in the effective performance of the functions of the Board of Directors in terms of control over the financial and business operations of the Company"
1 => "The main purpose of the activities carried out by the Audit Committee is preparation and development of recommendations to the Board of Directors for making resolutions on the issues falling within the competence of the Committee."
2 => "The Committee acts by virtue of the Articles of Association and the Regulation on the Audit Committee of the Board of Directors of Unipro PJSC. The Regulation takes into account all the requirements set out by the Listing Rules of the Moscow Exchange PJSC for inclusion and maintenance of the shares of an issuer in the first level quotation list."
3 => "In 2020, 7 meetings of the Audit Committee were held. One meeting of the Audit Committee was held in presentia in Moscow, while all other meetings were held in person using telecommunications."
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0 => "Major focus was given towards the issue of the internal control system establishment in the Company (these discussions led to the development of Unipro PJSC Internal Control System Roadmap for 2020 and 1H 2021). The Committee’s members monitored the liquidity management and several times considered the issue of the Aggregated Asset Unplanned Unavailability Risk."
1 => "As ESG discussions, this Annual Report was planned to be prepared, taking into account the ESG issues."
2 => "The Audit Committee’s members considered the recommendations produced based on the findings of the Compliance Management System audit conducted in 2019 and the recommendations made based on the analysis of the structure of the Corporate Governance System conducted in 2019 (an action plan was developed to implement the recommendations based on the findings of the Compliance Management System audit)."
3 => "For the purposes of enhancement the audit and control environment efficiency, the Audit Committee’s members separately discussed the issue of internal audit digitalization"
]
]
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1 => array:2 [
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"subtitle" => "Appointment and Remuneration Committee"
"text" => array:4 [
0 => "The Appointment and Remuneration Committee constitutes a collegial deliberative body established in order to assist the Board of Directors in strengthening its professional composition and work efficiency, as well as in considering issues associated with the development of more efficient and transparent remuneration practices for members of the Board of Directors, Executive Bodies, and other key executives of the Company."
1 => "The main purpose of the activities carried out by the Appointment and Remuneration Committee is preparation and development of recommendations to the Board of Directors for making resolutions on the issues falling within the competence of the Committee."
2 => "The Committee acts by virtue of the Articles of Association and the Regulation on the Appointment and Remuneration Committee of the Board of Directors of Unipro PJSC. The Regulation takes into account all the requirements set out by the new Listing Rules of the Moscow Exchange PJSC for inclusion and maintenance of the shares of an issuer in the first level quotation list."
3 => "In 2020, 8 meetings of the Appointment and Remuneration Committee were held. One meeting of the Appointment and Remuneration Committee was held in presentia in Moscow, while all other meetings were held in person using telecommunications? the remaining being held in the form of absentee voting."
]
]
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0 => "Measures for the protection of personnel and businesses in the context of the COVID-19 pandemic have been repeatedly reviewed and evaluated"
1 => "The issue concerning approval of the Remuneration and Expense Reimbursement (Compensation) Policy for Unipro PJSC Board Members was considered"
2 => "The talent management system of Unipro PJSC: planning of key staff pool and HSSE enforcement system used by Unipro PJSC were reviewed"
3 => "The Appointment and Remuneration Committee’s members have produced recommendations on election and succession planning of Unipro PJSC Board of Directors"
]
]
]
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"text" => array:7 [
0 => "In accordance with the Resolution of the Board of Directors of Unipro PJSC, the functions of the Corporate Secretary are assigned to the Corporate Policy Department."
1 => "The following key tasks shall be assigned to the Corporate Policy Department:"
2 => array:4 [
0 => "participation in improvement of the Company’s corporate governance system;"
1 => "coordination of the Company’s efforts aimed at protecting and ensuring the exercise of rights and interests held by the Company’s shareholders;"
2 => "efficient day-to-day interaction with the Company’s shareholders;"
3 => "support of efficient performance of the Company’s Board of Directors."
]
3 => "The Corporate Policy Department shall operate under the Russian laws, the Unipro PJSC Articles of Association, Unipro PJSC Regulation on the Corporate Policy Department, Regulation on the Function Performing the Duties of the Corporate Secretary of Unipro PJSC, and other corporate documents of the Company and resolutions of the General Shareholders’ Meeting and the Board of Directors of the Company."
4 => "The Head of the Corporate Policy Department shall be subordinate and accountable to the Company’s Board of Directors. The Head of the Corporate Policy Department shall be appointed and dismissed by the Company’s General Director upon approval of the Company’s Board of Directors."
5 => "In March 2019, the Board of Directors of Unipro PJSC approved the appointment of Ekaterina Giganova to the position of the Head of the Corporate Policy Department of Unipro PJSC (Minutes No. 271 dated 29 March 2019)."
6 => "No conflicts of interest in the work of the Corporate Secretary were identified in 2020."
]
]
]
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"img" => "images/corp/Giganova.jpg"
"name" => "Ekaterina Giganova"
"year" => "1982"
"country" => "Russian Federation"
"edu" => "2004: she graduated from the State University – Higher School of Economics, Law Faculty"
"allpos" => array:3 [
0 => "2011–2018: Senior Lawyer, DLA Piper Rus Limited"
1 => "Since 2019: Head of the Corporate Policy Department, Unipro PJSC"
2 => "She holds no shares in the Company’s authorised capital and carried out no acquisitions and disposals of shares in Unipro PJSC in 2020"
]
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0 => "The Management Board is a collective executive body supervising the most significant aspects of management of the Company’s business within the powers stipulated by the Articles of Association and the Regulation on the Management Board of Unipro PJSC. The Management Board reports to the Board of Directors and the General Shareholders’ Meeting."
1 => "Key responsibilities of the Management Board comprise the following:"
2 => array:5 [
0 => "development and submission to the Board of Directors of long-run plans for implementing the Company’s key business activities;"
1 => "approval of major transactions of the Company;"
2 => "determination of the Company’s position on a number of most critical issues in the business of its subsidiaries;"
3 => "provision of social guarantees and benefits to Company employees;"
4 => "design of draft resolutions and recommendations to the Board of Directors."
]
3 => "Pursuant to Clause 18.3 of the Articles of Association of the Company, members of the Company’s Management Board are elected by the Board of Directors and number at least three persons. The Board of Directors may determine a greater number of members of the Management Board."
4 => "No changes to the Management Board took place in 2020."
]
]
]
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0 => "The Regulation on the Management Board of Unipro PJSC is available on the Company’s website"
]
]
]
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"title" => "Curricula vitae of the Management Board’s members as of 31 December 2020"
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