JSC Techsnabexport

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 TENEX » Dear Readers » Governance » Corporate governance and controls » Corporate governance system
 

Corporate governance system

As per the Company’s Articles of Association, the JSC Techsnabexport governing bodies are the:

  • General Shareholders’ Meeting (represented by the Sole Shareholder),
  • Board of Directors, and
  • the General Director (sole executive body).

General Shareholders’ Meeting

The General Shareholders’ Meeting, represented by the Sole Shareholder, JSC Atomenergoprom, is the highest governing body. The Sole Shareholder is mandated to make decisions on key issues concerning Company activities. There is no conflict of interests with the highest governing body, given that the Company has the Sole Shareholder.

In the reporting year, the Sole Shareholder:

  • elected the General Director of the Company;
  • approved the annual report and annual financial statements for 2012;
  • made decisions on paying dividends to the shareholder;
  • formed the Board of Directors and the Audit Commission of the Company;
  • introduced changes to the Company’s Articles of Association; and
  • made the decision concerning the Company’s participation in the Coordination Committee on Economic Cooperation with the countries of Africa south of the Sahara.

Board of Directors

As per the Articles of Association, the Board of Directors of JSC Techsnabexport includes five people. The Chairman of the Board is not concurrently the sole executive body of JSC Techsnabexport. The commissions and boards within the Board of Directors have not been set up. Members of the Board do not hold Company shares.

In 2013, members of the Board were not paid remuneration; no transactions took place related to the acquisition or transfer of the Company’s shares by members of the Board.

All Board members of the Company are representatives of ROSATOM; thus, the potential for a conflict of interests is ruled out.

In the reporting year, the Board of Directors of JSC Techsnabexport held 17 meetings, which made, among others, the following major decisions:

  • to approve the JSC Techsnabexport’s 2013 annual budget;
  • to approve the charity cost estimates in 2013 for JSC Techsnabexport;
  • to cease involvement with and interest in the Company’s affiliate, TENEX-Complect LLC; and
  • to approve the Provision on the Mandatory Public Disclosure of JSC Techsnabexport Information.

The issues addressed by JSC Techsnabexport’s Board of Directors in 2013 are provided in Appendix No. 3.

From 01.01.2013 until 28.06.2013, the Board of Directors (as elected on 16.10.2012) consisted of:

  • Kirill Komarov, Chairman of the Board,
  • Vadim Zhivov,
  • Vladislav Korogodin,
  • Yekaterina Lyakhova, and
  • Yuri Olenin.

On 18 June 2013, the Sole Shareholder of JSC Techsnabexport elected the Board of Directors in a new composition (capsule biographies are provided below):

  • Kirill Komarov, Chairman,
  • Vadim Zhivov,
  • Lyudmila Zalimskaya,
  • Vladislav Korogodin, and
  • Yuri Olenin.

Capsule biographies

Kirill Borisovich KOMAROV

Date of birth December 29, 1973
Place of birth Leningrad
Background and specialty, academic degree (if any) Higher education, Ph.D. in law
Educational establishments, graduation year The Urals State Law Academy, 1997
Language skills English
Career (employers, positions, temporary activities at the said employers)

JSC Atomenergoprom (Deputy General Director, Executive Director, and Director, 2007–present)

ROSATOM (Executive Director of Directorate for Nuclear Power Complex and Deputy CEO for Corporate Development and International Business, 2010–present)


Lyudmila Mikhailovna ZALIMSKAYA

Date of birth July 31, 1956
Place of birth Moscow
Background and specialty, academic degree (if any) Higher education, international economic relations
Educational establishments, graduation year

Moscow State Institute of International Relations of the Ministry of Foreign Affairs of the USSR, 1978

State Educational Establishment for Higher Professional Education – State Institute of Management, 2009

Language skills English, German, and Dutch
Career (employers, positions, temporary activities at the said employers)

JSC Techsnabexport (1978 – present)


Vadim Lvovich ZHIVOV

Date of birth May 19, 1963
Place of birth Moscow
Background and specialty, academic degree (if any) Higher education, engineer opticist
Educational establishments, graduation year Moscow Energy Institute, 1985
Language skills English
Career (employers, positions, temporary activities at the said employers)

JSC Techsnabexport (Counsellor to the General Director, First Deputy General Director for Feed Resources Management, First Deputy General Director, First Deputy General Director, and Director of the Material Directorate, 2006–2007)

JSC Atomredmetzoloto (First Deputy General Director and CEO, 2007–2011)

Uranium One (President, 2010–present)

ROSATOM (Counsellor to CEO, Head of Division, Assistant Deputy CEO, and Director for Development and International Business, 2011–present)

Uranium One Holding N.V. (President, 2013–present)


Vladislav Igorevich KOROGODIN

Date of birth October 25, 1969
Place of birth Moscow
Background and specialty, academic degree (if any) Higher education, applied mathematics and physics
Educational establishments, graduation year

Moscow Institute of Physics and Technology, 1992

Federal State Budgetary Higher Education Establishment – The Russian Presidential Academy of National Economy and Public Administration, 2011

Language skills English
Career (employers, positions, temporary activities at the said employers)

JSC Atomenergoprom (Director of Department of Marketing and Product Market and Deputy Director, 2007– February 2010)

ROSATOM (Deputy Director of the Nuclear Power Complex Directorate and Director of the Department for NFC and NPP Life Cycle Management, March 2010–present)


Yuri Alexandrovich OLENIN

Date of birth November 13, 1953
Place of birth Kirovabad, Azerbaijan SSR
Background and specialty, academic degree (if any) Higher education, radio engineering, law, Ph.D. in engineering, professor
Educational establishments, graduation year

Karl Marks Yerevan Polytechnic Institute, 1976

Penza State Technical University, 1996

Obninsk Multi-sectoral Special Training Centre, 1996

Manchester Business School: Programme for Top Management, 2000

Faculty of Extended Education at the Penza State University, 2000, 2003

Short-term Advanced Training Courses, MIPK Atomenergo, 1994, 2000, 2005, 2008, 2010

Short-term Advanced Training Courses, CICE&T, 2012

Language skills Armenian and English
Career (employers, positions, temporary activities at the said employers)

R&D Institute of Radio-Electronic Engineering (NIKIRET) of SPA Eleron in Zarechny, Penza Region (Director – Chief Designer, 2001–2004)

PA Start in Zarechny, Penza Region (General Director, 2004–2007)

JSC TVEL (First Vice President and President, 2007–present)

Improving corporate governance

In the reporting year, activities to improve the corporate governance system of JSC Techsnabexport and its affiliates and subsidiaries (A&S) included:

JSC Techsnabexport plans to further improve the corporate governance system, including its involvement in ROSATOM’s programmes and projects aimed at enhancing corporate governance effectiveness.

  • the establishment of the Committee for restructuring the unrelated property portfolio, real estate, and authorised capital of JSC Techsnabexport and entities within its management system, as well as writing the documents that regulate the Committee activities;
  • updating and introducing uniform provisions on audit commissions to the A&S; and
  • further work to reproduce corporate scenarios of ROSATOM’s Uniform Document Management System in A&S.

The Company plans to further improve the corporate governance system, including its involvement in ROSATOM’s programmes and projects aimed at enhancing corporate governance effectiveness.



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