Knowledge
is in each detail

Power
operates in the
intended direction

О компании

EV charging station “FORA”

Electric charging station is intended for DC quick charging of electronic vehicles. Key characteristics: 70 A, 350 V, 50 Hz, numeric display, protection class 3.

Вниз

Knowledge
is in each detail

Power
operates in the
intended direction

О компании

EV charging station “FORA”

Electric charging station is intended for DC quick charging of electronic vehicles. Key characteristics: 70 A, 350 V, 50 Hz, numeric display, protection class 3.

3
Information on compliance with the
corporate governance code principles
and recommendations

The review of KRET JSC governance bodies’ current practice compliance with the Corporate Governance Code performed by KRET JSC (hereinafter, the Company) identified compliance with key aspects. Some provisions of the Code are not applicable due to the specifics of having a sole shareholder. Detailed information is provided in the table below.

# Principles of corporate governance Complied or
not complied with
Information on compliance with corporate governance principles taking into account recommendations to corporate governance principles
I. PRINCIPLES OF CORPORATE GOVERNANCE
Shareholder rights and equality of conditions for shareholders exercising their rights
1. The Company should ensure equal and fair treatment of all its shareholders exercising their rights to participate in the management of the Company. not applicable 100% shares of the Company belong to the sole shareholder
1.1. The Company should create most favorable conditions for its shareholders enabling them to participate in the general meeting and develop informed positions on issues on its agenda, as well as provide them with the opportunity to coordinate their actions and express their opinions on issues being discussed. complied with Taking into account the specifics of the Company’s share capital
1.2. Procedures for notification of the general meeting and provision of materials for it should enable the shareholders to get properly prepared for participation therein. not applicable 100% shares of the Company belong to the sole shareholder
1.3. During the preparation for and holding of the general meeting, the shareholders should be able to freely and timely receive information about the meeting and its materials, to pose questions to members of the Company’s executive bodies and Board of Directors, and to communicate with each other. not applicable Meanwhile, it should be noted that in the course of preparation to the meeting information is provided to the sole shareholder freely and timely
1.4. There should be no unjustified difficulties preventing shareholders from exercising their right to demand that a general meeting be convened, nominate candidates to the Company’s governing bodies, and to place proposals on its agenda. not applicable 100% shares of the Company belong to the sole shareholder
1.5. Each shareholder should be able to freely exercise his/her right to vote in a straightforward and most convenient way. not applicable 100% shares of the Company belong to the sole shareholder
1.6. Procedures for holding a general meeting set by the Company should provide equal opportunity to all persons present at the general meeting to express their opinions and ask questions that might be of interest to them. not applicable 100% shares of the Company belong to the sole shareholder
2. Shareholders should have equal and fair opportunities to participate in the profits of the Company by means of receiving dividends. not applicable 100% shares of the Company belong to the sole shareholder
2.1. The Company should develop and put in place a transparent and clear mechanism for determining the amount of dividends and their payment. complied with Regulations on Dividend Policy of KRET JSC, Parent Holding Company of Integrated Structures was approved by the decision of the Company’s Board of Directors
2.2. The Company should not make a decision on the payment of dividends, if such decision, without formally violating limits set by law, is unjustified from the economic point of view and might lead to the formation of false assumptions about the Company’s activity. complied with
2.3. The Company should not allow deterioration of dividend rights of its existing shareholders. not applicable 100% shares of the Company belong to the sole shareholder. There are no preferred shares.
2.4. The Company should strive to rule out any ways through which its shareholders can obtain any profit (gain) at the company’s expense other than dividends and distributions of its liquidation value. complied with
3. The system and practices of corporate governance should ensure equal terms and conditions for all shareholders owning shares of the same class (category) in a company, including minority and foreign shareholders as well as their equal treatment by the Company not applicable 100% shares of the Company belong to the sole shareholder
3.1. The Company should create conditions which would enable its governing bodies and controlling persons to treat each shareholder fairly, in particular, which would rule out the possibility of any abuse of minority shareholders by major shareholders not applicable 100% shares of the Company belong to the sole shareholder
3.2. The Company should not perform any acts which will or might result in artificial reallocation of corporate control therein. complied with 100% shares of the Company belong to the sole shareholder
4. The shareholders should be provided with reliable and efficient means of recording their rights in shares as well as with the opportunity to freely dispose of such shares in a non-onerous manner. complied with in respect to recording rights in shares; not applicable to the opportunity of free disposal KRET JSC shares are recorded by one of the largest Russian registrars, Status CJSC
Board of Directors of the Company
5. The Board of Directors shall be in charge of strategic management of the company, determine major principles of and approaches to creation of a risk management and internal control system within the Company, monitor the activity of the Company’s executive bodies, and carry out other key functions. complied with The Company’s charter attributes these issues to the competence of the Board of Directors
5.1. The Board of Directors should be responsible for decisions to appoint and remove members of executive bodies, also in connection with their failure to properly perform their duties. The Board of Directors should also procure that the Company’s executive bodies act in accordance with an approved development strategy and business profile of the Company complied with According to the Company’s charter, the Board of Directors may at any time suspend the authorities of the sole executive body. The Board of Directors’ competence covers issues related to the approval of contractual conditions with the person performing the functions of the sole executive body, including remuneration clauses.
The Board of Directors’ competence covers issues related to the approval of reports on implementation of investment programs, activity programs, budgets, and issues related to the supervision over execution of program and strategic planning documents. Due to the fact that the Company is the Parent Holding Company of Integrated Structures, the Board of Directors’ competence covers issues related to the approval of the Company’s list of key entities and shaping the Company’s position regarding all material corporate actions performed by such key entities
5.2. The Board of Directors should establish key long-term targets of the Company’s activity, evaluate and approve its key performance indicators and principal business goals, as well as evaluate and approve its strategy and business plans by the Companies main business areas. complied with The Company’s Board of Directors defines the Company’s development strategy and approves its activity program. The Board of Directors annually approves the Company’s budget and the aggregate budget of the holding company.
5.3. The Board of Directors should determine principles of and approaches to creation of the risk management and internal control system in the Company. complied with Creation of the risk management system and approval of respective internal procedures is within the competence of the Company’s Board of Directors.
5.4. The Board of Directors should determine the Company’s policy on remuneration due to and/or reimbursement of costs incurred by the members of its Board of Directors, executive bodies and other key managers. complied with Upon the proposal of the Board of Directors, the Company’s sole shareholder approved the Regulations on the Rewards and Remunerations to Members of the Company’s Board of Directors and Revision Committee. Variable portion of the sole executive body remuneration is approved annually by the Company’s Board of Directors based on the recommendations of the Board of Directors’ Staff and Compensations Committee.
5.5. The Board of Directors should play a key role in prevention, detection and resolution of internal conflicts between the Company’s bodies, shareholders and employees complied with
5.6. The Board of Directors should play a key role in procuring that the Company is transparent, discloses information in full and in due time, and provides its shareholders with unhindered access to its documents. not applicable Taking into account the specifics of the Company’s share capital, unhindered access of the sole shareholder to the Company’s documents is provided by the sole executive body, which also ensures timely and complete disclosure of the Company’s information as provided by law
5.7. The Board of Directors should monitor the Company’s corporate governance practices and play a key role in its material corporate events. complied with
6. The Board of Directors should be accountable to the Company’s shareholders. complied with Information about the Board of Directors’ work is regularly provided to the Company’s sole shareholder. Information about the Board of Directors’ work is disclosed in the Company’s annual report.
6.1. Information about the Board of Directors’ work should be disclosed and provided to the shareholders. complied with Information about the Board of Directors’ work is disclosed and provided by the Company in the annual report.
6.2. The chairman of the Board of Directors should be available for communication with the Company’s shareholders. complied with
7. The Board of Directors should be an efficient and professional governing body of the Company capable of making objective and independent judgements and passing resolutions in the best interests of the Company and its shareholders. complied with
7.1. Only persons with impeccable business and personal reputation should be elected to the Board of Directors; such persons should also have knowledge, skills, and experience necessary to make decisions that fall within the competence of the Board of Directors and to perform its functions efficiently complied with
7.2. Members of the Board of Directors should be elected pursuant to a transparent procedure enabling the shareholders to obtain information about respective candidates sufficient for them to get an idea of the candidates’ personal and professional qualities. not applicable 100% shares of the Company belong to the sole shareholder
7.3. The composition of the Board of Directors should be balanced, in particular, in terms of qualifications, expertise, and business skills of its members. The Board of Directors should enjoy the confidence of the shareholders. complied with
7.4. The quantitative composition of the Company’s Board of Directors should enable the Board of Directors to organize its activities in the most efficient way, in particular, to create committees of the Board of Directors, as well as to enable substantial minority shareholders of the Company to elect a candidate to the Board of Directors for whom they would vote. complied with in terms of arranging the Board of Directors’ activity. Not applicable in terms of providing minority shareholders with an opportunity to elect a candidate to the Board of Directors According to the Company’s charter, the Board of Directors consists of 7 people.
8. The chairman of the Board of Directors should help it carry out the functions imposed thereon in the most efficient manner. complied with
8.1. The chairman of the Board of Directors should ensure that its meetings are held in a constructive atmosphere and that any items on the meeting agenda are discussed freely. The chairman should also monitor fulfilment of decisions made by the Board of Directors. complied with
8.2. The chairman of the Board of Directors should take any and all measures as may be required to provide its members in a timely fashion with information required to make decisions on issues on the agenda. complied with
9. Members of the Board of Directors should act reasonably and in good faith in the best interests of the Company and its shareholders, being sufficiently informed, with due care and diligence. complied with
9.1. Acting reasonably and in good faith means that the members of the Board of Directors should make decisions considering all available information, in the absence of a conflict of interest, treating shareholders of the Company equally, and assuming normal business risks. complied with
9.2. Rights and duties of the members of the Board of Directors should be clearly stated and documented in the Company’s internal documents. complied with The Company’s sole shareholder approved the Regulations on the Board of Directors
9.3. The members of the Board of Directors should have sufficient time to perform their duties. complied with
9.4. All members of the Board of Directors should have equal opportunity to access the Company’s documents and information. Newly elected members of the Board of Directors should be provided with sufficient information about the Company and work of its Board of Directors as soon as practicable. complied with
10. Meetings of the Board of Directors, preparation for them, and participation of its members therein should ensure efficient work of the Board of Directors. complied with
10.1. It is recommended to hold meetings of the Board of Directors as needed, with due account of the Company’s scope of activities and its then current goals. complied with
10.2. It is recommended to develop a procedure for preparing for and holding meetings of the Board of Directors and set it out in the Company’s internal documents. This procedure should enable the shareholders to get properly prepared for such meetings. complied with
10.3. The form of a meeting of the Board of Directors should be determined with due account of importance of issues on the agenda. The most important issues should be decided at the meetings held in person. complied with
10.4. Decisions on the most important issues related to the Company’s business should be made at a meeting of the Board of Directors by a qualified majority vote or by a majority vote of all elected members of the Board of Directors. Complied with in terms of making decisions by the majority of votes of all elected members of the Board of Directors
11. The Board of Directors should form committees for preliminary consideration of the most important issues of the Company’s business. complied with
11.1. For the purpose of preliminary consideration of any matters related to control over the Company’s financial and business activities, it is recommended to form an audit committee comprised of independent directors. complied with partially The Board of Directors has an Audit Committee which comprises independent persons who are not the members of the Company’s Board of Directors
11.2. For the purpose of preliminary consideration of any matters related to development of efficient and transparent remuneration practices, it is recommended to form a remuneration committee comprised of independent directors and chaired by an independent director who should not concurrently be the chairman of the Board of Directors. complied with partially The Company has a Staff and Compensations Committee, however it does not include any independent directors
11.3. For the purpose of preliminary consideration of any matters related to human resources planning (succession planning), professional composition and efficiency of the Board of Directors, it is recommended to form a nominating committee (appointments, human resources) with the majority of its members being independent directors complied with partially The Company has a Staff and Compensations Committee entitled to settle these issues. However, it should be noted that the Committee does not include any independent directors
11.4. Taking account of its scope of activities and risk level, the Company should form other committees of its Board of Directors (a strategy committee, a corporate governance committee, an ethics committee, a risk management committee, a budget committee, a committee on health, safety and environment, etc.). complied with The Company has the Board of Directors’ Budget Committee and the Board of Directors’ Strategy Committee
11.5. The Company has the Board of Directors’ Budget Committee and the Board of Directors’ Strategy Committee complied with
11.6. The chairmen of the committees should inform the Board of Directors and its chairman of the work of their committees on a regular basis. complied with
Corporate secretary of the Company
12. The Company’s corporate secretary shall be responsible for efficient interaction with its shareholders, coordination of the Company’s actions designed to protect the rights and interests of its shareholders, and support of efficient work of its Board of Directors. complied with Taking into account the specifics of the Company’s share capital
12.1. The corporate secretary should have knowledge, experience, and qualifications sufficient for performance of his/her duties, as well as an impeccable reputation, and should enjoy the confidence of the shareholders. complied with Taking into account the specifics of the Company’s share capital
12.2. The corporate secretary should be sufficiently independent of the Company’s executive bodies and be vested with powers and resources required to perform his/her tasks. complied with в части
System of remuneration due to the members of the Board of Directors, executive bodies, and other key managers of the Company
13. The level of remuneration paid by the Company should be sufficient to enable it to attract, motivate, and retain persons having required skills and qualifications. Remuneration due to the members of the Board of Directors, executive bodies, and other key managers of the Company should be paid in accordance with a remuneration policy approved by the Company. complied with 1. The Company’s sole shareholder approved the Regulations on the Rewards and Remunerations to Members of the Board of Directors and Revision Committee.
2. Conditions regulating the remuneration of the sole executive body are approved by the Company’s Board of Directors and are related with achieving performance indicators set based on the decisions of the Company’s sole shareholder
13.1. It is recommended that the level of remuneration paid by the Company to the members of the Board of Directors, executive bodies, and other key managers should be sufficient to motivate them to work efficiently and enable the Company to attract and retain knowledgeable and qualified specialists. However, the Company should avoid setting the level of remuneration any higher than necessary, as well as having an excessively large gap between the level of remuneration of any of the above persons and that of the Company’s employees. complied with
13.2. The Company’s remuneration policy should be developed by its compensations committee and approved by the Company’s Board of Directors. With the help of its compensations committee, the Board of Directors should monitor implementation of and compliance with the remuneration policy by the Company and, should this be necessary, review and amend the same. complied with
13.3. The Company’s remuneration policy should provide for transparent mechanisms to be used to determine the amount of remuneration due to the members of the Board of Directors, executive bodies, and other key managers of the Company, as well as to regulate any and all types of payments, benefits, and privileges provided to any of the above persons. complied with
14. The system of remuneration of the members of the Board of Directors should ensure alignment of financial interests of directors with long-term financial interests of shareholders. complied with
14.1. A fixed annual fee shall be a preferred form of monetary remuneration of the members of the Board of Directors. It is not advisable to pay a fee for participation in individual meetings of the Board of Directors or its committees. It is not advisable to use any form of short-term incentives or additional financial incentives in respect of the members of the Board of Directors. not complied with
14.2. Long-term ownership of shares in the Company contributes most to aligning financial interests of the members of the Board of Directors with long-term interests of shareholders. However, it is not recommended to make the right to dispose of shares dependent on the achievement by the Company of certain performance results; nor should the members of the Board of Directors take part in any option plans not applicable 100% shares of the Company belong to the sole shareholder, Rostec State Corporation
14.3. It is not recommended to provide for any additional allowance or compensation in the event of early dismissal of the members of the Board of Directors in connection with a change of control over the Company or other circumstances. complied with
15. The system of remuneration due to executive bodies and other key managers of the Company should provide that their remuneration is dependent on the Company’s performance results and their personal contributions to the achievement thereof. complied with
15.1. Remuneration due to executive bodies and other key managers of the Company should be set in such a way as to procure a reasonable and justified ratio between its fixed portion and its variable portion dependent on the Company’s performance results and employees’ personal (individual) contributions to the achievement thereof. complied with
15.2. Companies whose shares are admitted to trading on organized markets are recommended to put in place a long-term incentive program for the Company’s executive bodies and other key managers involving the Company’s shares (options or other derivative financial instruments the underlying assets for which are the Company’s shares). not applicable
15.3. The amount of severance pay (“golden parachute”) payable by the Company in the event of early dismissal of executive bodies or key managers at the initiative of the Company, provided that there have been no unethical actions on the part of such person, should not exceed two times the fixed portion of the annual remuneration. complied with
Risk management and internal control system
16. The Company should have in place an efficient risk management and internal control system designed to provide reasonable confidence that the Company’s goals will be achieved. not complied with KRET JSC is currently in the process of codifying individual elements of the internal control and risk management system, primarily regarding management of financial risks, key risks for the Parent Holding Company (Integrated Structure).
Governed by Order 1 of Rostec State Corporation dated 11 January 2016 “On Approval of Legal Acts related to Management of Financial Risks of Rostec State Corporation and its Entities”, KRET JSC Board of Directors developed and approved the Regulations on Financial Risk Management.
16.1. The Company’s Board of Directors should determine the principles of and approaches to creation of the risk management and internal control system in the Company. not complied with
16.2. The Company’s executive bodies should ensure the establishment and continuing operation of the efficient risk management and internal control system in the Company. not complied with
16.3. The Company’s risk management and internal control system should enable one to obtain an objective, fair and clear view of the current condition and prospects of the Company, integrity and transparency of its accounts and reports, and reasonableness and acceptability of risks being assumed by the Company. not complied with
16.4. The Company’s Board of Directors is recommended to take required measures to procure that the existing risk management and internal control system of the Company is consistent with the principles of and approaches to its creation as set forth by the Board of Directors and that it operates efficiently not complied with
17. To independently evaluate, on a regular basis, reliability and efficiency of the risk management and internal control system and corporate governance practices, the Company should arrange for internal audits. not complied with
17.1. It is recommended that internal audits be carried out by a separate structural division (internal audit department) to be created by the company or through retaining an independent third-party entity. To ensure the independence of the internal audit department, it should have separate lines of functional and administrative reporting. Functionally, the internal audit department should report to the Board of Directors, while from the administrative standpoint, it should report directly to the Company’s sole executive body not complied with
17.2. When carrying out an internal audit, it is recommended to evaluate efficiency of the internal control system and the risk management system, as well as to evaluate corporate governance and apply generally accepted standards of performing internal audits. not complied with
Disclosure of information about the Company and its information policy
18. The Company and its activities should be transparent to its shareholders, investors, and other stakeholders. not complied with Taking into account the specifics of the Company’s share capital
18.1. The Company should develop and implement an information policy enabling the Company to efficiently exchange information with its shareholders, investors, and other stakeholders. not complied with
18.2. The Company should disclose information on its corporate governance system and practices, including detailed information on compliance with the principles and recommendations of this Code. complied with Information on the corporate governance system and practices is disclosed in the Company’s annual report
19. The Company should disclose, on a timely basis, full, updated and reliable information about itself so as to enable its shareholders and investors to make informed decisions. complied with Taking into account the specifics of the Company’s share capita
19.1. The Company should disclose information in accordance with the principles of regularity, consistency and timeliness, as well as accessibility, reliability, completeness and comparability of disclosed data. complied with The Company does not have to disclose any information under the law. Meanwhile, the Company voluntarily discloses information and additionally discloses information in the form of press releases, in the industrial magazine, reviews, articles and interviews
19.2. The company is advised against using a formalistic approach to information disclosure; it should disclose material information on its activities, even if disclosure of such information is not required by law complied with http://kret.com/ru/news_and_media/
19.3. The annual report, as one of the most important tools of information exchange with shareholders and other stakeholders, should contain information enabling one to evaluate the Company’s performance results for the year. complied with
20. The Company should provide information and documents requested by its shareholders in accordance with the principle of equal and unhindered accessibility. complied with Taking into account the specifics of the Company’s share capital
20.1. Exercise by the shareholders of their right to access the Company’s documents and information should not be unreasonably burdensome complied with Taking into account the specifics of the Company’s share capital
20.2. When providing information to its shareholders, the Company should maintain a reasonable balance between the interests of individual shareholders and its own interests related to the fact that the Company is interested in keeping confidential sensitive business information that might have a material impact on its competitiveness. complied with Taking into account the specifics of the Company’s share capital
Material corporate actions
21. Any actions which will or may materially affect the Company’s share capital structure and its financial position and, accordingly, the position of its shareholders (material corporate actions) should be taken on fair terms and conditions ensuring that the rights and interests of the shareholders as well as other stakeholders are observed. complied with Decisions regarding material corporate actions are within the competence of the Board of Directors, taking into account specifics provided for in Federal Law 270-FZ dated 23 November 2007 “On State Corporation for Assistance to Development, Production and Export of Advanced Technology Industrial Product “Russian Technologies” and Decree of the President of the Russian Federation 1052 dated 10 July 2008 (as amended on 05 December 2014) “Issues of State Corporation for Assistance to Development, Production and Export of Advanced Technology Industrial Product “Russian Technologies”
21.1. Material corporate actions shall be deemed to include reorganization of the Company, acquisition of 30 or more percent of its voting shares (takeover), entering by the Company into any material transactions, increasing or decreasing its share capital, listing and delisting of its shares, as well as other actions which might result in material changes in rights of its shareholders or violation of their interests. It is recommended to include in the Company’s charter a list of (criteria of identifying) transactions or other actions falling within the category of material corporate actions and provide therein that decisions on any such actions should fall within the competence of the Company’s Board of Directors. complied with Taking into account the specifics of the Company’s share capital
21.2. The Board of Directors should play a key role in passing resolutions or making recommendations related to material corporate actions; for that purpose, it should rely on opinions of the Company’s independent directors. complied with Taking into account the specifics of the Company’s share capital
21.3. When taking any material corporate actions which would affect rights or legitimate interests of the Company’s shareholders, equal terms and conditions should be ensured for all of the shareholders; if statutory mechanisms designed to protect shareholder rights prove to be insufficient for that purpose, additional measures should be taken with a view to protecting the rights and legitimate interests of the Company’s shareholders. In such instances, the Company should not only seek to comply with the formal requirements of law but should also be guided by the principles of corporate governance set out in this Code. not applicable Taking into account the specifics of the Company’s share capital
22. The Company should have in place such a procedure for taking any material corporate actions that would enable its shareholders to receive full information about such actions in due time and influence them, and that would also guarantee that shareholder rights are observed and duly protected in the course of taking such actions. complied with Taking into account the specifics of the Company’s share capital
22.1. When disclosing information about material corporate actions, it is recommended to give explanations concerning reasons for, conditions and consequences of such actions. complied with Taking into account the specifics of the Company’s share capital
22.2. Rules and procedures related to material corporate actions taken by the Company should be set out in its internal documents. complied with Taking into account the specifics of the Company’s share capital