Corporate governance system
The corporate governance of Unipro PJSC is focused on creating and maintaining the Company’s trusting relations with investors, protecting the rights and interests of shareholders, increasing the value of shares and improving business reputation.
The most critical priorities of Unipro include:
- organisation of effective corporate governance aimed at achieving the highest performance of the Company;
- increasing transparency and coherence of managerial decisions;
- risk mitigation and protection of rights and interests of the Company’s shareholders.
The corporate governance system of Unipro PJSC is built in full compliance with the norms and requirements of the Russian legislation, listing rules of Moscow Exchange PJSC, recommendations of the Code of Corporate Governance of the Central Bank of Russia. A special role in building an efficient corporate governance system goes to the governance standards which are extensively used by Uniper Group and which the Company vigorously incorporates into its governance practice.
The Company has adopted the Code of Corporate Governance of Unipro PJSC, which sets the fundamental requirements for ethical corporate behaviour
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Accountability
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Fairness
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Responsibility
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Transparency
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Ethics
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Sustainability
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Reliability
Improvement of the Corporate Governance System
The principles and recommendations approved by the Code of Corporate Governance recommended by the Central Bank of Russia are the main performance targets for improving the corporate governance system of the Company. Improvement of the corporate governance is considered by Unipro PJSC as an integral part of overall work to improve the efficiency and competitiveness of the Company and is subject to constant monitoring by the Board of Directors and executive bodies of the Company.
In 2020 Unipro continued to implement the Code of Corporate Governance of the Central Bank of Russia, aimed at improving the level of corporate governance by bringing internal documents in line with it, creating new documents, and applying the rules in everyday practice
| Aspects to improve |
Events organised in 2020 |
Plans for 2021 |
| Relations with shareholders |
Shareholders were given the opportunity to participate in voting on the agenda items at the annual and extraordinary General Shareholders’ Meetings by completing the ballot paper electronically on the website of VTB Registrar JSC (registrar of holders of the Company’s securities) and in the Quorum mobile app. The shareholders were able to send questions to the Chairman of the Board of Directors of the Company and the Deputy Chairman of the Board of Directors of the Company at the emails indicated on the Unipro website |
Creation of a “hot line”/forum for shareholders when preparing for General Shareholders’ Meetings. Broadcasting of (joint presence) General Shareholders’ Meetings on the Company’s website on the Internet. Approval of the Regulation on the Procedure for Interaction with Shareholders |
| Updating and creating internal documents |
New version of the Company’s Articles of Association was approved in order to bring it in line with the Federal Law “On Joint-Stock Companies” and to comply with the recommendations of the Central Bank of Russia Code. In accordance with the current laws of the Russian Federation, an updated Articles of Association of Unipro PJSC and other internal regulatory documents, the following documents were approved in the new edition:
Approval of Anti-Trust Policy of Unipro PJSC |
Approval of the Company’s Anti-Corruption Policy Updating the Regulation on the Board of Directors regarding the inclusion of additional provisions related to the procedure for adaptation of new members of the Board of Directors, prevention of conflict of interests of members of the Board of Directors. Approval of the Board of Directors Remuneration Policy. Approval of the Policy for Legal Succession of the Board of Directors. Inclusion of the list of material corporate actions in the Articles of Association. Approval of the updated version of the Regulation on the Internal Audit Department |
| Efficiency of management and control bodies |
Self-evaluation of the performance of the Board of Directors of the Company and its committees in 2019–2020 was carried out, the results of which were reviewed at the in-person meeting of the Board of Directors. The Schedule of Measures to implement the recommendations of the Central Bank of Russia Code and an Activity Plan to improve corporate governance practices were mostly implemented |
Increase in the number of meetings of the Board of Directors, including in-person meetings. Holding of regular strategic sessions with the Board of Directors |
| Disclosures |
The Corporate Governance section on the Unipro website has been continuously updated in Russian and English since 2019 |
Increasing the volume of information disclosed on the Unipro’s website in English |
Participation in the Legal Insight competition
The Corporate & Legal Unit of Unipro PJSC has received several awards at the prestigious competition “The Best Legal Departments of Russia-2020”, held by the industrial magazine Legal Insight.
The specialists of Unipro Legal Department have won silver in the category “Effective Interaction with Public Authorities” and bronze in the category “Best Team”.
Unipro’s legal team also received the “Expert Council’s Sympathy Award”. This award is especially valuable because it is awarded in addition to the declared categories and is not divided into prizes among the other 50 participants, and reflects the attitude of the professional expert council to the team as a whole and to the application for participation in the competition, which, according to the jury, was the most interesting and memorable.
The team of the Company’s Corporate & Legal Unit included the lawyers from the branches (legal and property management departments) and lawyers from the Moscow representative office. The efficiency and uniqueness of the team manifested both in the combination of values and experience of each employee, and also through the diversity of hobbies of colleagues.
But the victories did not end there. Colleagues have prepared a comic book that describes the work of lawyers on the project to prevent the termination of capacity supply agreements with large consumers due to a fire that occurred at Power Unit No. 3 of Berezovskaya GRES. The jury also appreciated the efforts of Unipro lawyers: the team of the Corporate & Legal Unit received a special prize for creativity
Compliance with the Code of Corporate Governance
Unipro PJSC increases the level of corporate governance, progressively improving the quality of management practices each year. In 2020, the Company continued to improve its corporate governance system according to the recommendations set forth in the Central Bank of Russia Code of Corporate Governance, promptly responding to external changes and best practices
The Company partially or fully complies with 95% of the principles of corporate governance and each year significantly improves the indicator of full compliance with the recommendations of the Code of Corporate Governance of the Central Bank of Russia. Compliance with the corporate governance principles was assessed using the methodology developed by the Central Bank of Russia, taking into account the guidelines for the preparation of a report on compliance with the principles and recommendations of the Code of Corporate Governance (Annex to Letter of the Central Bank of Russia dated 17 February 2016 No. ИН-06-52/8).
In the fall of 2019, Allen & Overy Law Firm audited the corporate governance system of Unipro PJSC, with an opinion that Unipro PJSC meets the high standards of corporate governance, and issued a list of recommendations for further improvement of corporate governance. In 2020 Unipro PJSC implemented most of the issued recommendations. At the meeting held on 06 October 2020 the Audit Committee of the Board of Directors of Unipro PJSC held a preliminary review of each recommendation, their progress and the need for further discussion of the outstanding recommendations (Minutes of 09 October 2020 No. 57). 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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Not done
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Partially done
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Progress
|
Section |
Principles recommended by the Code |
Guidelines fully adopted by the Company |
Guidelines partially adopted by the Company |
Guidelines not adopted by the Company |
| I. Shareholders’ rights and equal treatment of shareholders in the exercise of their rights |
13 |
10 |
2 |
1 |
| II. The Company’s Board of Directors |
37 |
32 |
3 |
2 |
| III. The Company’s Corporate Secretary |
2 |
2 |
0 |
0 |
| IV. Remuneration system of members of the Board of Directors, executive bodies and other key managerial staff of the Company |
10 |
5 |
5 |
0 |
| V. Risk management and internal control system |
6 |
5 |
1 |
0 |
| VI. Disclosure of information about the Company, the Company’s information policy |
7 |
4 |
3 |
0 |
| VII. Major corporate actions |
5 |
1 |
3 |
1 |
| Total |
80 |
59 |
17 |
4 |
See Annex for the detailed Report on the Company’s adherence to the Code of Corporate Governance