Settling сonflicts of interest
The Company devotes special attention to preventing potential or actual conflicts of interest among individuals who are members of management and control bodies as well as the Company’s employees with the interests of the Inter RAO Group.
In accordance with Article 82 of the Federal Law “On Joint Stock Companies,” members of the Board of Directors and the Management Board regularly notify the Company about any signs of possible interest in transactions concluded by the Company. The Company communicates this information to the Board of Directors and the Revision Commission and it is taken into account when planning transactions.
According to clause 6 of Article 85 of the Federal Law “On Joint-Stock Companies,” the Company’s shares that belong to members of the Board of Directors and the Management Board are not involved in voting when electing members of the Company’s Revision Commission.
The Board of Directors has approved the Regulation on the Procedure for Employees to Notify the Employer of a Conflict of Interest or the Possibility of Such a Conflict Minutes No. 167 dated May 4, 2016 (with amendments dated December 20, 2018 (Minutes No. 236 dated December 24, 2018))., which establishes:
- the procedure whereby an employee notifies the employer (PJSC Inter RAO) about being contacted by any individuals for the purpose of being persuaded to commit corruption offenses or about a conflict of interest/the possibility of a conflict of interests and measures to prevent or resolve the conflict of interest that the employee and the employer must take
- the procedure whereby the Board of Directors accepts and considers notifications from the Chairman of the Management Board about any persons who have contacted him for the purpose of being persuaded to commit corruption offenses or about the occurrence of a conflict of interest or the possibility of its occurrence
- the procedure whereby the Chairman of the Board considers notifications about a member of the Management Board, head of directly subordinate structural units, or the chief accountant being contacted by any persons for the purpose of being persuaded to commit corruption offenses or about the occurrence of a conflict of interest or the possibility of its occurrence
The Code of Corporate Ethics of PJSC Inter RAO establishes the main duties of persons who are members of the Company’s management bodies to prevent conflicts of interest:
- members of the Management Board must obtain prior written consent from the Chairman of the Management Board to conclude a transaction with the Company’s securities prior to any transaction involving the Company’s securities. The Chairman of the Management Board and members of the Company’s Board of Directors must obtain prior written consent from the Chairman of the Board of Directors. The Chairman of the Board of Directors must obtain prior written consent from the Chairman of the Company’s Management Board
- if circumstances occur whereby these persons may be recognized as interested in the Company concluding transactions, they are required to inform the Company about this in the manner prescribed by the legislation of the Russian Federation and the Company’s internal documents The form for providing notification about signs of a company’s possible interest in a transaction is described in the Regulation on the PJSC Inter RAO Board of Directors.
- these individuals must refrain from having employment or civil law relations with a competitor, participating in a competing organization in order to prevent financial or other connections or dependencies that could potentially give rise to a conflict of interest, or receiving gifts, services, or other benefits of both a financial and non-financial nature, not have contact with persons or organizations who have business relations with the Company or seek to have such relations, and ensure the repayment to the Company of bonus payments that are wrongly received, among other obligations