Independent directors

The participation of independent directors on the Board of Directors provides an independent and balanced perception based on their knowledge, experience, and qualifications. The objectivity of independent directors and their constructive criticism are of great value for the Board of Directors and the Company as a whole. The contribution made by independent directors facilitates the adoption of decisions that take into account the interests of various groups of stakeholders and improves the quality of management decisions.

The current Board of Directors has four independent directors, which exceeds both the target value of the Listing RulesListing Rules of the PJSC Moscow Exchange registered by the Central Bank of the Russian Federation (Bank of Russia) on October 2, 2018. as well as the number established by the Corporate Governance Code recommended for use by the Bank of Russia.

Number of independent directors on the Board of Directors
Number of independent directors on the Board of Directors
Target levels of independence of Board of Directors
Inter RAO (actual) Listing Rules of the Moscow Exchange. First-tier Corporate Governance Code of the Bank of Russia
4 of 11 members of the Board of Directors (36%) are independent at least 1/5 and no fewer than 3 members of the Board of Directors are independent at least 1/3 of the members of the Board of Directors are independent

PJSC Inter RAO supports the practice that was introduced in 2017 of independent directors preliminarily considering significant corporate actions. The Company engages in the practice of holding business meetings with independent directors for a preliminary discussion of key issues that are submitted to the Board of Directors for review.

As of the end of the reporting year, the Company’s Board of Directors included three independent members who fully comply with the independence criteria defined by the Corporate Governance Code and Listing Rules of PJSC Moscow Exchange (Andrey Bugrov, Ron Pollett, Yelena Sapozhnikova) and one independent director recognized as such by a resolution of the Company’s Board of Directors (Alexander Lokshin)Resolution of the Board of Directors dated May 20, 2019 (Minutes No. 259 dated May 20, 2019)..

Independence criteria

In order to monitor the compliance of members of the Board of Directors with the criteria for independence, the Nomination and Remuneration Committee of the Board of Directors analyzes such compliance on a quarterly basis. In the event of a change in the status of the independence of the members of the Board of Directors, the issue is submitted for consideration by the Board of Directors.

Based on the Committee’s recommendations of March 26, 2019Minutes No. 96 dated March 266, 2019., the Board of Directors on March 29, 2019 considered the issue of granting Alexander Lokshin the status of an independent directorMinutes No. 243 dated April 1, 2019..

Senior independent director

According to the Regulation on the Board of Directors, if the Board includes at least three independent directors, it may elect a senior independent director from among them.

Ron James Pollett was re-elected as the senior independent director at an in-person meeting of the Board of Directors on May 20, 2019.

At PJSC Inter RAO, the senior independent director provides support to the Chairman of the Board of Directors in achieving his goals and, in addition to performing the functions specified in the Corporate Governance Code, monitors relations between the Chairman of the Board of Directors and the CEO, and also chairs the Nomination and Remuneration Committee of the Board of Directors.