Remuneration System
GRI 2-19, 2-20
Remuneration for members of the Board of Directors
The procedure for calculating and paying remuneration to members of the Company’s Board of Directors is governed by the Regulations on Payment of Remuneration and Compensation to the Members of PJSC Rosseti South’s Board of Directors Approved by resolution of the Annual General Meeting of Shareholders on 31 May 2019 (Minutes No. 20 dated 5 June 2019), the text is available on the Company’s website at https://rosseti-yug.ru/en/corporate-managment/general-shareholders-meeting-s-decisions/. (hereafter the Regulations).
The Regulations envisage the following payments:
Remuneration for attendance of the Board meetings
Remuneration to the members of the Company’s Board of Directors is paid quarterly.
The remuneration to each Board member for attending the meetings is calculated taking into account the total number of meetings of the Company’s Board of Directors for the reporting quarter, the number of meetings attended by a member of the Board of Directors, and the base remuneration. The basic part of remuneration is based on the Company’s revenue calculated under RAS for the previous fiscal year. For PJSC Rosseti South, the amount of the basic part of remuneration in 2024 was RUB 2,200,000.
In addition to the remuneration for attendance of the Board meetings, the following premiums are established:
- 30% – for the Chairman of the Company’s Board of Directors
- 20% – for the Chairman of the specialist Committee of the Company’s Board of Directors
- 10% – for the membership in the specialist Committee of the Company’s Board of Directors
Total remuneration to one member of the Board of Directors, including premiums, cannot exceed 1/4 of the base remuneration (RUB 550,000).
No remuneration is payable to:
- Sole executive body (General Director) of the Company
- Persons that are subject to legal restraints or prohibition on receiving payments from the profit-making organisations
- Board members who attended less than 50% of the meetings held
The Regulations do not provide for a long-term incentives for the members of the Board of Directors, as well as accrual of severance pay in connection with the termination of their powers.
Remuneration is paid out of revenues from the non-regulated types of activity.
In 2024, no training was given to the Board members of the Company.
Compensation to the members of the Board of Directors.
Board members are reimbursed for expenses associated with attending the meetings of the Board of Directors, dedicated committee under the Board of Directors, General Meetings of Shareholders of the Company according to the rules for reimbursement of travel expenses valid at the time of the meeting and established for top managers of the Company.
Compensation is paid by the Company within three working days after submission of the documents confirming the expenses incurred.
Description | 2024 |
|---|---|
Compensation for expenses incurred in connection with the performance of duties as members of the Board of Directors | 0 |
There are no arrears on payment of remunerations to the members of the Board of Directors based on the results of the last completed financial year.
Remuneration to members of the Committees under the Board of Directors
By resolution of the Company’s Board of Directors dated 31 January 2024 (Minutes No. 560/2024 dated 2 February 2024), 2024 (Minutes No. 560/2024 dated 2 February 2024), in order to determine the procedure for paying remuneration and compensation to members of the Committee, the Company approved the unified Regulations on the payment of remuneration and compensation to members of the committees of the Board of Directors of PJSC Rosseti South.
The Regulations stipulate the payment of remuneration for each meeting attended by a member of the Committee of the Board of Directors:
For attendance of meeting of a committee under the Board of Directors held in absentia | For attendance of meeting of a committee under the Board of Directors held in person |
Remuneration is paid in the amount equivalent to one minimum monthly wage of the first skill category worker established by the Industrial Tariff Agreement in the Electric Power Industry of the Russian Federation (hereinafter Agreement) on the day of the meeting of the Committee at the Board of Directors, taking into account the indexation established by the Agreement. | Remuneration is paid in the amount equivalent to two minimum monthly wages established by the Agreement on the day of the meeting of the Committee under the Board of Directors, taking into account the indexation established by the Agreement. |
The amount of remuneration paid to the Chairman of the Committee (Deputy Chairman) for each meeting at which he acted as a Chairman of the Committee at the Board of Directors increases by 50%.
Besides, in line with the Regulations, a member of the Committee under the Board of Directors is reimbursed for the actual expenses incurred in exercising the duties of a member of the Committee under the Board of Directors.
Remuneration and compensation are not paid to members of the Committees who are:
- Sole executive body (General Director) of the Company
- Persons that are subject to legal restraints or prohibition on receiving payments from the profit-making organisations
Period | Remuneration for attendance at meetings of the Board of Directors’ committees, RUB (including PIT) |
|---|---|
Audit Committee | |
2022 | 101,807 |
2023 | 196,637 |
2024 | 406,869 |
Personnel and Remuneration Committee | |
2022 | 307,697 |
2023 | 503,032 |
2024 | 506,778 |
Strategy Committee | |
2022 | 1,119,247 |
2023 | 1,783,031 |
2024 | 1,695,688 |
Reliability Committee | |
2022 | 388,234 |
2023 | 501,967 |
2024 | 526,242 |
Grid Connection Committee | |
2022 | 568,318 |
2023 | 621,723 |
2024 | 639,933 |
Total remuneration paid for attending meetings of the Committees under the Board of Directors | |
2022 | 2,485,303 |
2023 | 3,606,390 |
2024 | 3,775,510 |
Remuneration system for executive bodies
Payment of remuneration (compensation of expenses) to members of the Management Board
In accordance with the decision of the Board of Directors of the Company on 29 June 2023 (Minutes No. 531/2023 dated 30 June 2023), members of the Management Board of the Company are classified as senior managers of the Company.
Pursuant to the Regulations on Remuneration and Material Incentives for High-Ranking Executives of PJSC Rosseti South approved by the Board of Directors of the Company on 29 June 2023 (Minutes No. 531/2023 dated 30 June 2023), if a high-ranking manager is elected to the Management Board of the Company, remuneration shall be paid by setting an additional payment for membership in the collegial executive body (Management Board) of the Company in the amount corresponding to the minimum wage under Article 133 of the Labour Code of the Russian Federation.
Payment | 2024 |
|---|---|
Salary and wage | 68,296,015.48 |
Remuneration for acting as a member of the Management Board | 1,038,165.95 |
Bonuses | 54,028,946.29 |
including annual remuneration | 54,028,946.29 |
Other payments | 0 |
Termination payments | 0 |
Total remuneration | 123,363,127.72 |
Remuneration to members of the Auditing Commission
In 2024, the Auditing Commission members received remuneration in the amount of RUB 794,000.
Remuneration to members of the Auditing Commission shall be paid in accordance with the Regulations on the Payment of Remuneration and Compensation to Members of the Auditing Commission of the Company. As per the provisions of Clause 2.1 of the Regulations, the compensation of a member of the Auditing Commission of the Company is determined by the level of their involvement in the Commission’s work and is contingent upon the work outcomes for the corporate year. To determine the amount of remuneration to the members of the Auditing Commission, a corporate year shall mean the period from the election of the members of the Auditing Commission at the General Meeting of Shareholders of the Company until the next General Meeting of Shareholders of the Company with the agenda item of election of the members of the Auditing Commission of the Company.
The remuneration is calculated from the revenue of the Company for the financial year and the personal contribution coefficient of a member of the Auditing Commission. Remuneration shall be paid no later than 30 calendar days after the Annual General Meeting of Shareholders of the Company and after the Chairman of the Auditing Commission submits to the sole executive body of the Company a calculation of the personal contribution coefficient of the members of the Auditing Commission. The full text of the Regulations is available on the Company’s website: https://rosseti-yug.ru/korporativnoe-upravlenie/dokumenty-reglamentiruyushchie-deyatelnost-organov-upravleniya-i-kontrolya-obshchestva/.
The Company incurred no expenses related to exercising the functions of the Auditing Commission members.