Annual report 2010

9. Corporate Governance System of JSC IDGC Holding— Consideration of the internal local documentson the improvement and developmentof the internal control, internal audit and riskmanagement systems in IDGC Holding.— Approval of the report by CEO of JSC IDGCHolding for the Board of Directors on theimplementation of the approved local documentsby JSC IDGC Holding on the improvementand development of internal control,risk management and internal audit.— Organization of interaction with the AuditCommittees, divisions of the executive armand the internal audit functions of the SDCsof JSC IDGC Holding.— Draft schedule of the audits of the SDCs ofJSC IDGC Holding to be inspected by theInternal Audit and Risk ManagementDepartment of JSC IDGC Holding in 2010.— Overview of the audits of the SDCs of JSCIDGC Holding prepared by the Internal Auditand Risk Management Department of JSCIDGC Holding.— Project for building common methodologyand implementing common standards of thepreparation of accounting statements andtax reports and the statements prepared inaccordance with IFRS by IDGC Holding.Nomination and Remuneration CommitteeThe Nomination and Remuneration Committee ofthe Board of Directors of JSC IDGC Holding actsunder the Articles of Association and of theRegulations for the Nomination and Remunera -tion Committee of the Board of Directors of JSCIDGC Holding.The principal objectives of the Nomination andRemuneration Committee include the preliminaryconsideration, analysis and development of proposalsconcerning the following issues:— determination of criteria for selecting candidatemembers of the Board of Directors, membersof the Management Board and candidatesfor the position of CEO of the Company,preliminary assessment of the above-mentionedcandidates;— development of proposals for the determinationof material terms and conditions ofagreements with the members of the Board ofDirectors, members of the Management Boardand CEO of the Company;— development of the principles and criteria fordetermining the amount of remuneration ofmembers of the Board of Directors, membersof the Management Board and CEO of theCompany, managing entity or manager;— regular assessment of work performed by CEO(managing entity, manager) and members ofthe Management Board, preparation of proposalsto the Board of Directors for their possiblereappointment;— development of principles and criteria in thefield of remuneration of the Chairman andmembers of the Internal Audit Commission ofthe Company;— development of recommendations for shapingthe succession pool of the Company andthe SDCs of JSC IDGC Holding.The composition of the Nomination andRemuneration Committee as of January 1, 2010 isas follows:The Chairman of the Committee is SergeyVladimirovich Serebryannikov (Rector, StateEducational Enterprise of Higher ProfessionalEducation Moscow Power Engineering Institute(Technical University)).Members of the Committee:— Viktor Vasilyevich Kudryavy (Advisor toPresident, EUROCEMENT Group ZAO);— Alexander Albertovich Popov (DeputyDirector General and Head of the Administra -tive Office of JSC IDGC Holding);— Gennady Feliksovich Binko (Deputy DirectorGeneral of JSC IDGC Holding);— Igor Sergeyevich Samsonov (Vice-Rector,Moscow Power Engineering Institute (Tech -nical University));55