QUARTERLY REPORT Quarter 2 of 2012 - Холдинг МРСК

disposal of the Company’s treasury shares recorded on the balance sheet of the Company;
- consideration of the consolidated investment program of the Holding Company;
- consideration of the consolidated income and expense budget of the Holding Company;
- approval of the list of Key Performance Indicators for the Director General of the Company;
- other issues provided for by the Federal Law “On Joint-Stock Companies” and the Articles of
Association of the Company.
Executive bodies are not entitled to resolve any issues falling within the jurisdiction of the Board of
Directors of the Company.
The jurisdiction of the Management Board covers the following issues (Article 13 of the Articles of
Association):
1) development and submission of high-priority activities of the Company and prospective
implementation plans to the Board of Directors for approval;
2) preparation of the Company’s financial and economic performance plan;
3) exercising the authority of general meetings of shareholders (members) of the wholly owned
subsidiaries of the Company;
4) nomination of candidates for the positions of Chairmen of the Boards of Directors, sole
executive bodies, representatives of the Company on the Boards of Directors and Internal
Audit Commissions of entities of any form of incorporation in which the Company participates
(except when the functions of the general meetings of shareholders of SDCs are performed by
the Management Board of the Company);
5) determination of position of the Company (representatives of the Company), including
instructions to take or not to take part in the voting on issues on the agendas of the general
meetings of shareholders and meetings of the Boards of Directors of SDCs unless the Board of
Directors of the Company adopts a resolution on the above-mentioned issues in accordance
with the Interaction Procedure.
6) resolution of other issues of the Company’s activities pursuant to the resolutions of the General
Meetings of Shareholders or the Board of Directors and additional issues submitted by the
Director General of the Company for its consideration.
The jurisdiction of the Director General of the Company covers the following issues (Article 14 of the
Articles of Association):
The Director General of the Company manages the daily operations of the Company pursuant to the
resolutions of the General Meeting of Shareholders and the Board of Directors of the Company adopted within
their respective jurisdiction.
The jurisdiction of the Director General of the Company covers all issues related to the management of
the Company’s daily operations other than those falling within the jurisdiction of the General Meeting of
Shareholders or the Board of Directors of the Company.
The Director General of the Company acts on behalf of the Company without a power of attorney,
specifically within the restrictions provided for by the applicable laws, these Articles of Association and the
resolutions of the Board of Directors of the Company:
1) ensures the implementation of the Company’s action plans necessary to accomplish its objectives;
2) organizes the maintenance of accounting records and reports by the Company;
3) manages the Company’s property, conducts transactions on behalf of the Company, issues powers of
attorney, opens settlement and other accounts of the Company with banks and other credit institutions (and
professional corporate participants in the securities market as provided for by laws) except when the resolution is
adopted by the Management Board, Board of Directors or General Meeting of Shareholders of the Company;
4) issues orders, approves (adopts) instructions, local regulations and other internal documents of the
Company on issues falling within its jurisdiction, gives directions binding upon all employees of the Company;
5) approves the Regulations for branches and representative offices of the Company;
6) approves manning table and basic salaries of the Company’s employees in accordance with the
organizational structure of the Company’s executive arm;
7) acts as the Chairman of the Management Board of the Company;
8) exercises the rights and performs the obligations of the employer in respect of the Company’s
employees provided for by the employment laws;
9) organizes the functioning of the Management Board of the Company and chairs its meetings;
10) submits proposals for the appointment and dismissal of members of the Management Board for
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