Corporate Governance Structure and Principles > Information Disclosure and Interaction with Shareholders and Investors Policy

Information transparency is of a high priority to JSC IDGC of the North-West. The main goal of the Information Disclosure Policy implemented by the Company is to ensure the highest degree of trust of shareholders, potential investors, counteragents and other stakeholders to the Company.

Following the principles of openness and transparency of management, the Company aims at operative availability of information on the Company, its activities and securities to all stakeholders in order to enable them to make well-weighed and informed decisions.

With respect to information disclosure JSC IDGC of the North-West acts on the basis of the requirements of the Federal Law on Joint-Stock Companies and the Federal Law on Securities as well as the Company's Regulations for Information Policy and Corporate Code of Conduct approved by the Board of Directors.

Rules and approaches to information disclosure, the procedure and terms of its disclosure and presentation, list of information and documents subject to disclosure to all stakeholders are determined by the Regulations for Information Policy of IDGC of the North-West. The Regulations for Information Policy is worked out in accordance with the effective legislation of the Russian Federation, Articles of Association, Corporate Governance Code of JSC IDGC of the North-West, taking into account international practice of corporate governance.

The endeavor of the Company to build an actually productive system of information disclosure and insurance of the high transparency level is reflected in the principles of information policy set forth in the Regulations:

  • regularity and promptness (the Company provides to all stakeholders information on its activities within the periods set forth in the laws and regulations of the Russian Federation and internal documents of the Company);
  • availability of information (in disclosing information on its activities the Company uses information dissemination channels ensuring free and easy access to such information for all stakeholders);
  • completeness and accuracy of disclosed information (the Company provides to all stakeholders information which is true and accurate, without avoiding the disclosure of negative information, in the volume giving true and fair view of the Company and its performance);
  • maintaining a reasonable balance between the Company's transparency and care of its commercial interests (the Company maintains a reasonable balance between the transparency, on the one part, and confidentiality, on the other part, for the purpose of protection of information referred by the Company to proprietary information or commercial secret).

Compliance with the above principles in implementing the information policy enables the Company to respect the rights of shareholders, investors and other stakeholders to the receipt of information on the Company's activities to the maximum extent.

The corporate website of the Company is used as a means of informing stakeholders.

From September 1, 2012 information which is subject to disclosure in accordance with the requirements set forth by the Federal Financial Markets Service of Russia is published on the Internet page provided by the information disseminator in the securities market

Information subject to mandatory disclosure is published using the above resources.

In addition to the information subject to mandatory disclosure, the accounting (financial) statements of the Company prepared in accordance with RAS are published on the corporate website on a quarterly basis and the consolidated financial statements of the Company prepared in accordance with IFRS and other information on the Company and its activities are published on the website on an annual basis (and starting from the statements for the 9 months of 2012 — on a quarterly basis).

The Company also discloses insider information. The concept, the list of and the disclosure procedure for such information are determined in the Regulation of Insider Information of the Company. The new revision of the Regulation is approved by the Board of Directors of JSC IDGC of the North-West on December 28, 2011.

In order to ensure equal access to information by all stakeholders and, in particular, to ensure the respect of information rights and interests of foreign shareholders and investors the Company maintains an English version of its corporate website. In preparation of a General Meeting of Shareholders information (materials) to be provided to persons entitled to attend the General Meeting of Shareholders is (are) published on the English version of the website 30 days prior to the General Meeting of Shareholders, i.e. simultaneously with placement of the same information in Russian.

The list of affiliates of JSC IDGC of the North-West as of December 31, 2012 and the list of announcements of material facts published by the Company in the Internet in 2012 and subject to disclosure in accordance with the laws of the Russian Federation are provided in Annexes 14-15 to the Annual Report.

During the year the Company's management maintains a permanent dialogue with the investment community, organizing regular meetings, conference calls, presentation of the results of financial activities and strategic plans, and participates in various economic events of the year involving leading international investors, Russian and foreign independent experts, state and public figures and CEOs of the largest companies.

For example, the top management of the Company headed by Director General took part in Forum Russia 2012 organized by Troika Dialog together with Sberbank of Russia. The meeting was held in a new extended format "one-on-one". Requests to meet with top managers of JSC IDGC of the North-West were filed by leading investment companies and funds, including Wermuth Asset Management, Uralsib Asset Management, Troika Dialog Asset Management, TKB BNP Paribas Investment Partners, Prosperity Capital Management (RF) Ltd, SPRING. The main topics for discussion were economics, RAB-regulation parameters, long-term financial policy, and issues of operating expenses management. The analysts were satisfied with the results of the negotiations.

In May 2012 JSC IDGC of the North-West held a meeting with representatives of Investment Fund Lazard Asset Management, LLC. Participants of the negotiations discussed issues of tariff policy of natural monopolies, "last mile" issue, plans for privatization of the distribution grid complex. Investors were also interested in the dividend policy, the investment program of JSC IDGC of the North-West, and main problems which the Company faces.

In October 2012 the Company, together with Renaissance Capital, held a tariff conference devoted to the review of long-term regulation parameters and financial forecasting. The conference welcomed 37 participants, including 11 analysts and representatives of banks Goldman Sachs, JP Morgan, Morgan Stanley, BKS (BrokerCreditService), VTB Capital, Renaissance Capital, Uralsib. Director General of JSC IDGC of the North-West Sergey Titov was a speaker.

In order to maintain a high level of transparency of companies and create a positive image the Company simultaneously participates in the completion of annual reports of issuers held by JSC Moscow Exchange, Rating Agency Expert RA and RCB Media Group on an annual basis. JSC IDGC of the North-West was named one of the winners of the XV annual competition of annual reports held by JSC Moscow Exchange — diploma for III place in the nomination "Best Information Disclosure in the Annual Report by Companies with Capitalization of up to 10 Billion Rubles".