QUARTERLY REPORT Quarter 2 of 2012 - Холдинг МРСК
QUARTERLY REPORT Quarter 2 of 2012 - Холдинг МРСК
QUARTERLY REPORT Quarter 2 of 2012 - Холдинг МРСК
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term and consists <strong>of</strong> 16 staff members.<br />
The Department is headed by Izumrud Aligadzhievna Alimuradova, Director for Internal Audit and Risk<br />
Management.<br />
The Internal Audit and Risk Management Department is composed <strong>of</strong> four units:<br />
- Unit for Inspections and Expert Reviews;<br />
- Unit for Risk Management and Internal Control;<br />
- Unit for Internal Audits;<br />
- Unit for Insider Information Control.<br />
Key roles <strong>of</strong> the internal audit function (a function different from the internal audit commission (internal<br />
auditor)); its subordination and interaction with the issuer’s executive management bodies and the issuer’s Board<br />
<strong>of</strong> Directors (Supervisory Board):<br />
The Internal Audit and Risk Management Department is a function <strong>of</strong> JSC IDGC Holding which reports<br />
to the Director General <strong>of</strong> the Company in accordance with the Company’s organizational structure and the<br />
functional duties specified in the Order <strong>of</strong> the Director General <strong>of</strong> the Company. The Internal Audit and Risk<br />
Management Department reports to the Audit Committee <strong>of</strong> the Board <strong>of</strong> Directors <strong>of</strong> JSC IDGC Holding. The<br />
Department submits audit reports at meetings <strong>of</strong> the Audit Committee on a regular basis.<br />
The Department relies in its activities on the laws <strong>of</strong> the Russian Federation, the Articles <strong>of</strong> Association<br />
<strong>of</strong> the Company, the resolutions <strong>of</strong> the General Meetings <strong>of</strong> Shareholders, the Board <strong>of</strong> Directors, the Audit<br />
Committee, the orders and directives <strong>of</strong> the Company, the Department Regulations.<br />
The Department Regulations set forth the following functions <strong>of</strong> the Department:<br />
- carrying out internal audits and assessing the efficiency <strong>of</strong> internal control and risk management<br />
systems <strong>of</strong> the Company and its subsidiaries and dependent companies (SDCs);<br />
- organizing the implementation and improvement <strong>of</strong> internal control and risk management systems <strong>of</strong><br />
the Company and SDCs;<br />
- organizing internal inspections and exercising control <strong>of</strong> the financial and economic activities <strong>of</strong><br />
SDCs;<br />
- ensuring control <strong>of</strong> the timely identification <strong>of</strong> risks, their assessment and measures aimed at risk<br />
management in relation to the financial and economic activities <strong>of</strong> the Company and SDCs;<br />
- supervising compliance with internal control procedures applicable to the financial and economic<br />
activities <strong>of</strong> the Company and SDCs and informing the Audit Committee <strong>of</strong> any discovered noncompliance and<br />
corrective actions;<br />
- coordinating the work <strong>of</strong> the audit committees <strong>of</strong> SDCs’ boards <strong>of</strong> directors;<br />
- evaluating the operational efficiency <strong>of</strong> business processes <strong>of</strong> the Company and SDCs;<br />
- exercising control <strong>of</strong> the Company’s activities’ compliance with legal requirements <strong>of</strong> the Russian<br />
Federation, industry standards, and internal regulatory documents, including requirements applicable to<br />
combating insider information misuse and market manipulation.<br />
In addition, in accordance with the Instructions “On the Disclosure by Counterparties <strong>of</strong> Owner<br />
Information” issued by the Government <strong>of</strong> the Russian Federation on December 28, 2011, the Internal Audit and<br />
Risk Management Department organizes work on sending contract information to the Ministry <strong>of</strong> Energy <strong>of</strong> the<br />
Russian Federation, the Federal Taxation Service <strong>of</strong> the Russian Federation, and the Federal Service for Fiscal<br />
Monitoring <strong>of</strong> the Russian Federation every month not later than the 5th day <strong>of</strong> the month immediately following<br />
the reporting month and organizes the performance <strong>of</strong> the functions listed below:<br />
- consolidating, analyzing, and sending to federal executive authorities information provided by<br />
counterparties about their contracts with the Company, including owner (and ultimate beneficiary) information;<br />
- coordinating SDCs’ activities related to consolidating, analyzing, and sending to the Company<br />
information provided by counterparties about their contracts with SDCs and subsidiary subsidiaries and<br />
dependent companies, including owner (and ultimate beneficiary) information.<br />
The Department is also involved in the business process “Corporate Administration <strong>of</strong> SDCs" by<br />
formulating the final instructions issued to the Company’s representatives for voting on agenda items <strong>of</strong><br />
meetings <strong>of</strong> SDCs’ boards <strong>of</strong> directors within the competence <strong>of</strong> the Department.<br />
The Company issued an order to set the Uniform Requirements Applicable to the Organizational and<br />
Functional Composition <strong>of</strong> Internal Audit and Risk Management Divisions <strong>of</strong> Subsidiaries and Dependent<br />
Companies, prepared on the basis <strong>of</strong> the functional composition <strong>of</strong> the Department.<br />
The Company applies generalized requirements to the pr<strong>of</strong>essional competencies <strong>of</strong> internal audit<br />
personnel, with the major competencies including as follows:<br />
- higher economic education or higher legal (technical) education conditional on pr<strong>of</strong>essional retraining in<br />
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