Annual Report of the Open Joint-Stock Company «Yenisei Territorial Generation Company (ТGC-13)»” for 2006 (стр. 2 )

General
Deputy Director General on Resource Management	Deputy Director General on Corporate Governance	Chief Accountant	Deputy Director General on Power Sales	Safety Department
Director on Maintenance of Economic Activities	Director on Legal Maintenance – Head of the Department	Deputy Chief Accountant on Book-keeping – Head of the department	Department for Thermal Power Realization	Industrial Safety Service
Maintenance Division	Department for Legal Maintenance	Account Department	Division for Thermal Power Realization	Special Unit
Division of Transportation	Division for Legal Maintenance of Economic Activities	Negotiable Assets Division	Contracts Division	Second Division
Administrative Division	Division for Arranging of Claim Administration	Non-negotiable Assets Division	Division for Analysis and Efficient Control	GO and ChS Headquarters (Civil Defence and Emergency Situations)
Department for Efficient Purchase Management	Department for Personnel Administration	Accounts and Results of Economic Activities Division	Thermal Inspection Division	Anti-terror and Physical Protection Service
Division for Preparation of Competitive Procedures	Personnel Department	Deputy Chief Accountant on Tax Accounting – Head of the Department	Division for Calculation Devices Control
Marketing and Prices Control Division	Division for Personnel Development	Department of Tax Accounting	Balance and Losses Group
Examination Division	PFO Service (psycho-physiological maintenance)	Division for Centralized Taxes and Payments	Department for Arrangement and Development of Electricity and Power Market
Sector for Forming of Purchase and Accounts Programme	Department for Corporate Governance	Sector for Accounts with the Personnel	Division for Arrangement and Maintenance of Activities in the WEM
Director for Resource Maintenance - Head of the Department	Division for Corporate Events and Interaction with Shareholders	Deputy Chief Accountant on Accounts – Head of the Department	Group of Arrangement and Maintenance of Activities in the Retail Market
Department for Resource Maintenance	Division for Assets Management	Accounts Department	Group for Monitoring and Analysis of Activities in the Wholesale and Retail Markets
Division for Fuel Maintenance	Department for Public Relations	MSFO Division (international standards of accounting)
Logistics Division		Division for Book-keeping Accounts
Equipment Division		Division for Account of Power Realization
Division for Resources’ Balance

Corporate Governance 12

CORPORATE GOVERNANCE

Management Bodies of the Company:

General Meeting of Shareholders

Board of Directors

Management Board

Director General

Principles of Corporate Governance

2006 has been the most significant and sated for the Company in respect of corporate events as the process ­ of formation of the uniform territorial generating company - JSC “Yenisei ТGC (ТGC-13)” has been completed this year­.

On August, 28th, 2006 the meeting ­ of OJSC RAO “UES of Russia” Board Management executing functions ­ of the General Meeting of Shareholders of 100 % affiliated ­ companies of OJSC "ТGC-13" and OJSC “Khakass Generation Company” was held­­­. On the meetings of Shareholders the scheme of reorganisation of OJSC “Krasnoyarsk Generation” and OJSC "ТGC-13" in the form of joining ­ with OJSC “Khakass Generation Company” was accepted by the majority of votes.

Before the completion of procedures on reorganisation in the form of ­joining of OJSC «Krasnoyarsk Generation» and OJSC "ТGC-13" with JSC “Yenisei ТGC (ТGC-13)” (OJSC “Khakass Generation Company”) ­ the Company was a 100 % affiliated company of OJSC RAO "UES of Russia".

Pursuant to Item 3 of Article 47 FL “On Joint-Stock Companies”, in the Company all voting shares of which ­ belong to one shareholder, decisions on the questions within the competence of the General Meeting ­ of Shareholders are being made by this shareholder individually. Functions of the General Meeting of Shareholders of OJSC­ “Khakass Generation Company” in 2006 ­ were performed by the Management Board of OJSC RAO "UES of Russia".

According to the agreement on delegation of powers ­ of a sole executive body, signed between OJSC “Khakass Generation Company” and OJSC "ТGC-13", functions of a sole ­ executive body of the Company in 2006 were performed by OJSC "ТGC-13".

On December, 6th, 2006 the Meeting of OJSC RAO “UES of Russia” Management Board was held; the Meeting approved the new staff of OJSC “Khakass Generation Company” Board of Directors and adopted the Company’s Charter in the new wording.

·  The name of the Company was changed from OJSC “Khakass Generation Company” to JSC “Yenisei Territorial Generating Company (ТGC-13)”.

·  Changes were made in the location of the Company: the Company’s new address is: 660021 Krasnoyarsk, 144 A Bograda Street.

·  The number of members of the Board of Directors changed from 5 to 11 persons.

·  The joint executive body – the Company’s Management Board was introduced.

Corporate Governance 13

On December 31st, 2006 corporate procedures related to merger of JSC “Krasnoyarsk Generation” and JSC “Territorial Generation Company №13” with and into OJSC “Yenisei Territorial Generation Company (ТGC-13)” were completed.

On December 31st, 2006 converting of shares of the joined OJSC “Krasnoyarsk Generation” and OJSC “TGC-13” into additional OJSC “Khakass Generation Company” shares was carried out.

The main principles of JSC “Yenisei ТGC (ТGC-13)” corporate management according to the Code of corporate management of the Company are:

Accountability

The Code provides the accountability of the Company’s Board of Directors to all shareholders pursuant to ­ the current legislation and serves as a guide for the Board of Directors at developing strategy and carrying out guidance ­ and control over activities of the executive bodies of the Company.

Justice

The Company undertakes to protect shareholders’ rights and to ensure equal attitude to all ­ shareholders. The Board of Directors grants all ­ shareholders an opportunity to have effective protection in case of infringement of their rights.

Transparency

The Company ensures duly disclosing ­ of trustworthy information about all ­ essential facts concerning its activity, including its financial position, social ­and ecological indicators, results ­ of activities, structure of the property and management ­ of the Company, and also availability of such information to all interested persons.

Responsibility

The Company recognises the rights of all interested persons provided by the current legislation­ and strives for cooperation with such persons with the purposes of the Company’s development and ­ maintenance of financial stability­.

The Code according to which the corporate management of the Company is carried out, is based on the Russian Legislation, Code ­ of corporate behaviour recommended for application by FCS order № 000/r from 04.04.2002 (hereafter - Federal Commission on Securities Code), and the principles ­ of corporate governance recognised in the international practice,­ such as Principles ­ of corporate governance of OECD (Organization for Economic Cooperation and Development­).

The Company follows the requirements of the Code of corporate behaviour recommended for application by FCS order № 000/r from 04.04.2002 , including:

•  The Shareholders of the Company have a real possibility to carry out their rights related to their participation in the Company­­;

•  Members of the Board of Directors are accountable ­ to Shareholders, the Board of Directors defines ­ strategy of the Company’s development, with this aim the Board of Directors ­ approves the priority directions of activity, business plans, plans of reorganization ­ of the Company;

•  The competence of the Board of Directors is defined ­ in the Company’s Charter;

•  Responsibilities of the Board of Directors members are clearly formulated and fixed in the Regulations on the order of convocation and holding of meetings of the Board of Directors of the Company;

•  The order of convocation and preparation for the meeting of the Board of Directors is defined in the Regulations on the order of convocation and holding ­ of meetings of the Board of Directors of the Company; the fixed­ order gives the members of the Board of Directors possibility to be appropriately prepared for the meeting;

•  Members of the Board of Directors are provided an opportunity to get all information ­ needed for the performance of their responsibilities ­­

•  Members of the Board of Directors take an active part in the meetings of the Board of Directors;

•  The Board of Directors approved the Regulations on the insider information to protect confidential and insider information on the Company­;

•  Effective control of­ financial and economic activities of the Company is being provided­;

•  The executive bodies of the Company ­ carry out effective management ­ of the Company’s current activities and­ are accountable to the Board of Directors and Shareholders of the Company.

In the future period, with the purpose of development of the corporate management, the Company plans to establish under the Board of Directors­ the following committees:

Committee on Audit

Committee on Strategy

Committee on Estimation

Committee on Reliability

Committee on Personnel and Compensations

Corporate Governance 14

Information Policy

Transparency and informational openness

In its activity JSC “Yenisei ТGC (ТGC-13)” is guided by the principles of transparency and information openness, ensuring the rights of shareholders, investors and other groups of the community­ to timely reception of trustworthy information about the Company’s activity in the scope ­ provided by the current legislation.

The procedure of disclosing of information by the Company is in full compliance with the requirements ­ of the legislation. The Regulations on the information ­ policy regulates streams of the information being opened for the purpose of providing transparency of activity of the Company and, at the same time, protection against information distortion.

The main principles of disclosing of the information is availability of the information to be disclosed for all interested persons, ­ reliability and completeness of its contents with observance ­ of reasonable balance between openness ­ of the Company and protection of its commercial interests.

In its corporate policy the Company ­ is guided by informational demands of the business community, consumers, partners, ­ political groups, regional and municipal governmental bodies, local population­. Considering, that realization of the development strategy,­ current and prospective projects of the Company requires establishment of effective relations with various audiences, the Company gives a close attention to the management ­ of informational flows.

The Company has established effective communication with mass-media, has formed a pool of professional ­ journalists who are well guided in the problems of the means of mass-media the Company informs the community on ­ the most important, actual aspects of its activity, explains the policy of the Company, the course and results of reforming, the purpose of transformations occurring ­ in the industry and in the company. The heads and ­ employees of JSC “Yenisei ТGC (ТGC-13)” participate actively in press conferences, round tables, presentations and other public events, forming with the interested community groups­ and a wide audience positive knowledge on the Company’s activity and its purposes.

The system of active communication has been created: any interested person, having addressed to the press-service, can promptly get a qualified ­ comment of experts and specialists of the Company within the limits which are not breaking the terms of confidentiality and preservation of a commercial secret.

For more complete satisfaction ­ of informational demands of the interested persons the information on the Company is placed in the Internet on the corporate site www. *****, which is constantly updated and actively visited.

Corporate Governance 15

Internal local documents of the Company

№	Document	Approved
1	The Charter of the Open Joint-Stock Company “Yenisei Territorial Generating Company (ТGC-13)”	Decision of OJSC RAO “UES of Russia” Management Board dated 06.12.2006 № 000min/1
2	Regulations on the Auditing Commission of the Open Joint-Stock Company “Khakass Generation Company”	Decision of OJSC RAO “UES of Russia” Management Board dated 19.08.2005 № 000min /5
3	Regulations on the order of convocation and carrying out of meetings of the Board of Directors of the Open Joint-Stock Company “Khakass Generation Company”	Decision of OJSC RAO “UES of Russia” Management Board dated 19.08.2005 № 000min/5
4	Regulations on payment of compensations and indemnifications to members of the Auditing Commission of the Open Joint-Stock Company “Khakass Generation Company”	Decision of OJSC RAO “UES of Russia” Management Board dated 10.06.2006 № 000min/2
5	Regulations on payment of compensations and indemnifications to members of the Board of Directors of OJSC “Khakass Generation Company”	Decision of OJSC RAO “UES of Russia” Management Board dated 10.06.2006 № 000min/2

Control of financial and economic activity

Control of financial and economic activity of JSC ”Yenisei ТGC (ТGC-13)” is being carried out by:

•  the Auditing Comission;

•  an independent external Auditor - CJSC “ENPI Consult” (Moscow):

•  the structural division executing functions of the internal control, - Audit Department.

Data on the Auditor of the Company

Name: Closed Joint-Stock Company “ENPI Consult”

Location of the Auditor: Moscow, Dukhovsky per. 14

License on auditing activity № Е004289 issued pursuant to the order of the Ministry of Finance of the Russian Federation dated 15.05.2003 № 000 for the period of five years.

The Auditor is completely independent from the governing bodies of the emitter in accordance with the requirements of Article 12 of the Federal Law “On Auditor Activity” from 07.08.2001.

Corporate Governance 16

Information on Members of Management and Control Bodies of the Company

Board of Directors

•  Members of the Board of Directors do not have stakes in the authorized capital of the Company, its affiliated and dependent companies.

•  In the reporting period no claims were made against the members of the Board of Directors.

•  No deals were arranged between the members of the Board of Directors and the Company in the reporting period.

The Board of Directors of JSC “Yenisei ТGC (ТGC-13)”, elected on June 10th, 2006 on the meeting of OJSC RAO “UES of Russia” Management Board which was performing functions of the General Meeting of Shareholders, comprised:

Dmitry Vasilyevich Fedorchuk - Chairman of the Board of Directors

Larissa Valentinovna Blagoveschenskaya

Andrey Igorevich Kovalenko

Sergey Borisovich Kosarev

Tatyana Nikolayevna Yudina

In 2006 the compensations paid to the members of the Board of Directors made 1 292 thousand rubles.

The staff of the Board of Directors of JSC “Yenisei ТGC (ТGC-13)”, elected on December 6th, 2006 on the meeting of OJSC RAO “UES of Russia” Management Board which has been performing functions of the General Meeting of Shareholders:

Yevgeniy Yuryevich Abramov

Moscow

Born on April, 22nd, 1970.

Higher education, graduated from Financial Academy at the Government of the RF.

During the period from December, 1998 till January, 2002 he had been working as the Head of the Department for Control of Credit Work PS of the Management of Methodology and Control of ACB “Rosbank” Credit Operations Department.

Since 2002 till present he holds the position of the Head of the Mnanagement Board of OJSC “MMP “Norilsk Nickel”

Larissa Valentinovna Blagoveschenskaya

Moscow

Born on June, 18th, 1955.

Higher education.

Since 1995 till present she has been holding the position of the Head of the Division of Economy and Planning of the Department for Economic Planning and Financial Control of OJSC RAO “UES of Russia” Business-unit # 2.

Corporate Governance 17

Irina Sergeyevna Bochka

Moscow.

Born on July, 11th, 1980.

Higher education, graduated from the Moscow Humanities and Social Academy.

From 1999 to 2002 she worked as the Lawyer at the “Vanin and partners” Lawyer’s Bureau, in 2002 she was a Lawyer of “ Poselok Sokol” TO. Since 2003 till present she had been working in the OJSC RAO “UES of Russia” where she occupied positions of Expert of the first category, Leading Expert of the Division for Analysis and Control of the Department for Corporate Policy; at present she is the Head of the Division of Methodology of the Corporate Management of the Department for Corporate Management of Business-unit # 2.

Maxim Nikolayevich Buniakin

Moscow.

Born on October, 16th, 1980.

Higher education, graduated from the Moscow State Academy of Law.

During the period from 2001 till 2003 he held the position of the Lawyer’s assistant in JC #8 of SCA “Inyurcollegia”. From 2003 till 2005 he worked as the CJSC “STS-Region” Chief Legal Expert. Since November, 2005 till present he has been holding the position of the Chief Expert of the Department for Strategics of OJSC RAO “UES of Russia” Reform Control Center.

Oleg Valentinovich Dunin

Vice-President of the Board of Directors

Moscow

Born on May, 22nd, 1965.

Higher education, graduated from the Moscow Engineering and Physics Institute, Moscow Economics and Statistics Institute.

During the period from 2000 till 2004 he held the position of the Head of Department of the OJSC”Srednevolzhskaya Inter-regional Operating Power Company”. Since 2004 till present he has been holding the position of the Head of the Department for Project Implementation of OJSC RAO “UES of Russia” Business-unit # 2.

Yelena Vladimirovna Yevseyenkova

Moscow.

Born on August, 27th, 1980.

Higher education, graduated from the State University of Management, College of the Ministry for Foreign Affairs of the Russian Federation.

Since March, 2002 till present she has been working in the OJSC RAO “UES of Russia” holding the positions of: Expert of the first category, Chief Expert, Head of the Division for Financial Analysis and Forming of Dividends of the Department for Economic Planning and Financial Control of OJSC RAO “UES of Russia” Business-unit # 2, at present she is the Deputy Head of the Department for Economic Planning and Financial Control.