Personnel and Remuneration Committee attached to the Board of Directors of Open Joint Stock Company “Interregional Distribution Grid Company of the South”

Personnel and Remuneration Committee attached to the Board of Directors of Open Joint Stock Company “Interregional Distribution Grid Company of the South”

Minutes of Personnel and Remuneration Committee attached to the Board of Directors Meeting No.7/2010

Of the Open Joint Stock Company “IDGC of the South”, JSC dated August 03, 2010.

Form of holding:	Absentee voting (by poll)
Date of holding:	03.08.2010
Time of voting results summarizing:	17-00
Place of voting results summarizing:	(postal address of “IDGC of the South”, JSC) 327 Severnaya str., Krasnodar
Date of the minutes drawing:	03.08.2010

Members of the Board of Directors: 5 persons.

Questionnaires have been submitted by: Lutskovich V. E (Chairman of Personnel and Remuneration Committee), Ivanov M. S., Gritsenko P. N., Erpsher N. I.

Questionnaires have not been submitted by: Akhrimenko D. O.

Quorum is present.

Agenda on Personnel and Remuneration Committee attached to the Board of Directors meeting:

1.  On electing a deputy chairman of Personnel and Remuneration Committee attached to Board of Directors of “IDGC of the South” JSC.

2.  On approval of the activity plan of Personnel and Remuneration Committee attached to Board of Directors of “IDGC of the South” JSC for the second half-year period of 2010 – the first half-year period of 2011.

3.  On forming a proposal concerning size of budget of Personnel and Remuneration Committee attached to Board of Directors of “IDGC of the South” JSC (with detailed disclosure of information) for the second half-year period of 2011.

4.  On approval of organizational structure of the executive office at “IDGC of the South” JSC.

5.  On changes made in the list of positions of executive officers at the Company, agreement of candidacies for which is referred to the competency of the Company’s Board of Directors.

Item No.1: On electing a deputy chairman of Personnel and Remuneration Committee attached to Board of Directors of “IDGC of the South” JSC.

Resolution:

To elect Erpsher Natalia Ilinichna, head of organization development department of “IDGC Holding” JSC, a deputy chairman of Personnel and Remuneration Committee attached to Board of Directors of “IDGC of the South” JSC.

Voting results:

Lutskovich V. E.		“FOR”	Gritsenko P. N.	-	“FOR”
Ivanov M. S.	-	“FOR”	Erpsher N. I.	-	“FOR”

Thus, the decision on the first item was adopted by the members of Personnel and Remuneration Committee attached to the Board of Directors as unanimous.

Item No.2: On approval of the activity plan of Personnel and Remuneration Committee attached to Board of Directors of “IDGC of the South” JSC for the second half-year period of 2010 – the first half-year period of 2011.

Resolution:

To approve the activity plan of Personnel and Remuneration Committee attached to Board of Directors of “IDGC of the South” JSC for the second half-year period of 2010 – the first half-year period of 2011 in accord with enclosure No 1 to the present Regulation of the Committee.

Voting results:

Lutskovich V. E.		“FOR”	Gritsenko P. N.	-	“FOR”
Ivanov M. S.	-	“FOR”	Erpsher N. I.	-	“FOR”

Thus, the decision on the second item was adopted by the members of Personnel and Remuneration Committee attached to the Board of Directors as unanimous.

Item No.3: On forming a proposal concerning size of budget of Personnel and Remuneration Committee attached to Board of Directors of “IDGC of the South” JSC (with detailed disclosure of information) for the second half-year period of 2010.

Resolution:

To form a proposal concerning size of budget of Personnel and Remuneration Committee attached to Board of Directors of “IDGC of the South” JSC (with detailed disclosure of information) for the second half-year period of 2010 in accord with enclosure No 2 to the present Regulation of the Committee.

Voting results:

Lutskovich V. E.		“FOR”	Gritsenko P. N.	-	“FOR”
Ivanov M. S.	-	“FOR”	Erpsher N. I.	-	“FOR”

Thus, the decision on the second item was adopted by the members of Personnel and Remuneration Committee attached to the Board of Directors as unanimous.

Item No.4: On approval of organizational structure of the executive office at “IDGC of the South” JSC.

Resolution:

To recommend the Board of Directors of “IDGC of the South” JSC to adopt the following decision:

1.  To approve organizational structure of the executive office at “IDGC of the South” JSC in accord with enclosure to the present decision of the Board of Directors and to implement it since the date of cancellation of an agreement on delegation of sole executive body authority, made by “IDGC of the South” JSC and “Kubanenergo” JSC.

2.  To consider decision of the Board of Directors of “IDGC of the South” JSC datad August 4, 2009 (minutes No. 31/2009) concerning approval of the organization structure of executive body of “IDGC of the South” JSC inept since the date of cancellation of the agreement on delegation of sole executive body authority, made by “IDGC of the South” JSC and “Kubanenergo” JSC.

Voting results:

Lutskovich V. E.		“FOR”	Gritsenko P. N.	-	“FOR”
Ivanov M. S.	-	“FOR”	Erpsher N. I.	-	“FOR”

Thus, the decision on the fourth item was adopted by the members of Personnel and Remuneration Committee attached to the Board of Directors as unanimous.

Item No.5: On changes made in the list of positions of executive officers at the Company, agreement of candidacies for which is referred to the competency of the Company’s Board of Directors.

Resolution:

To recommend the Board of Directors of “IDGC of the South” JSC to take the following decisions:

To amend a position list of the Company’s executive body, agreement of candidacies for which is referred to the competency of the Company’s Board of Directors, approved by the Ruling of the Company’s Board of Directors dd. February 3 2010 (minutes No. 39/2010) since the date of cancellation of the agreement on delegation of sole executive body authority, made by “IDGC of the South” JSC and “Kubanenergo” JSC, in the following way:

to exclude the following positions:

deputy CEO in charge of security and controlling;

deputy CEO in charge of Sochi power district development;

deputy CEO in charge of administrative matters;

deputy CEO, executive director;

chief Accountants;

head of the Department of Personnel Management and Organization Design;

head of the Department of Logistics and Materiel and Technical Support;

to put in the list the following positions:

deputy CEO in charge of security;

chief of staff;

chief Accountants, head of department of Accounting, Tax Registration and Reporting;

head of Public Relations Department;

head of department of internal audit and risk management.

Voting results:

Lutskovich V. E.		“FOR”	Gritsenko P. N.	-	“FOR”
Ivanov M. S.	-	“FOR”	Erpsher N. I.	-	“FOR”

Thus, the decision on the fitth item was adopted by the members of Personnel and Remuneration Committee attached to the Board of Directors as unanimous.

Deputy Chairman of the Committee Erpsher N. I.

Secretary of the Committee Kuznetsova L. N.