In accordance with the Regulations on the Personnel and Award Committee under the Board of Directors of IDGC of the North-West, JSC approved by the Board of Directors of IDGC of the North-West, JSC on 30.07.2010 (Minutes No. 61/1) with account for the amendments approved by the Board of Directors of IDGC of the North-West, JSC on 31.03.2011 (Minutes No. 73/13):

Goal of the Committee

The core goal of the Committee establishment is provision for efficient work of the Board of Directors of the Company in solution of issues referred to the Committee competence and elaboration of necessary recommendations for the Board of Directors and executive bodies of the Company.
 
Core objectives of the Committee

Elaboration and presentation of recommendations (conclusions) on the following activity aspects:

1. Elaboration of recommendations on the amount of rewards payable to members of the Board of Directors of the Company;
2. Elaboration of principles and criteria for determination of the amount of awards payable to members of the Board of Directors, members of the Collegial Executive Body and the person discharging the functions of Sole Executive Body of the Company including a management organization or executive manager;
3. Elaboration of proposals on determination of essential conditions of contracts concluded with members of the Board of Directors, members of the Collegial Executive Body, and the person discharging the functions of Sole Executive Body of the Company;
4. Determination the criteria for selection of candidates for membership in the Board of Directors, the Collegial Executive Body, and for the position of Sole Executive Body of the Company as well as preliminary evaluation of such candidates;
5. Regular evaluation of the activities of the person discharging the functions of Sole Executive Body (management organization, executive manager) and members of the Collegial Executive Body and preparation of proposals on their re-appointment possibility for the Board of Directors.
 
Competence of the Committee
Referred to the Committee competence is consideration of the following issues:

1. Elaboration of principles, criteria and recommendations related to rewards and material incentives for:
- members of the Board of Directors of the Company, Chairman of the Board of Directors of the Company;
- members of the Management Board of the Company, General Director of the Company, the management organization or executive manager;
- members of the Auditing Commission of the Company, Chairman of the Auditing Commission of the Company;
2. Preparation of recommendations on approval (correction) of in-house documents governing issues related to awards and material incentives;
3. Determination of criteria for selection of candidates for membership in the Board of Directors, the Management Board of the Company, for the position of General Director of the Company as well as preliminary evaluation of such candidates and preparation of corresponding recommendations for the Board of Directors of the Company;
4. Elaboration of proposals on determination of essential conditions (including, to the extent of terms of office and amounts of awards and compensations payable) of contracts concluded with members of the Board of Directors of the Company, members of the Management Board, General Director of the Company, the management organization or executive manager as well as such contracts amendment;
5. Regular evaluation of the activities of General Director of the Company, the management organization (executive manager), members of the Management Board the and preparation of corresponding recommendations for the Board of Directors of the Company;
6. Preparation of corresponding recommendations for the Board of Directors of the Company on submittal of the issue of transfer of the authorities of Sole Executive Body of the Company to a management organization (executive manager) and early termination of the authorities of such management organization (executive manager) for decision to the General Meeting of Shareholders of the Company;
7. Preparation of recommendations on the issue of suspension of the authorities of the management organization (executive manager);
8. Preparation of corresponding recommendations for the Board of Directors of the Company on the numerical composition of the Management Board of the Company, election of members of the Management Board of the Company, and their authorities termination;
9. Preparation of recommendations for the Board of Directors of the Company to decide on appointment of Acting General Director of the Company as well as on Acting General Director being brought to disciplinary responsibility;
10. Preparation of corresponding recommendations for the Board of Directors of the Company on General Director of the Company and members of the Management Board being brought to disciplinary responsibility / encouraged in accordance with the labor legislation of the Russian Federation;
11. Preliminary consideration of the Company executive staff organizational structure;
12. Preliminary consideration of the Company branches management staff organizational structure;
13. Preliminary agreement on candidacies for specific positions with executive bodies of the Company as determined by the Board of Directors of the Company;
14. Consideration of results of the activities of workers occupying positions agreement of candidacies wherefore is referred to the competence of the Board of Directors of the Company and preparation of corresponding recommendations for General Director of the Company;
15. Preliminary agreement on candidacies for the positions of Deputy Directors of the Company branches;
16.Consideration of results of the activities of Deputy Directors of the Company branches and preparation of corresponding recommendations for General Director of the Company;
17.Preparation of corresponding recommendations for the Board of Directors of the Company on nomination of General Director of the Company for state awards;
18. Evaluation of the condition of the succession pool for the Company top management positions;
19. Other issues associated with those listed above as well as issues considered by order of the Board of Directors of the Company.

The personal composition of the Committees under the Board of Directors of IDGC of the North-West, JSC was elected on 12.08.2011 by decision of the Board of Directors of IDGC of the North-West, JSC (Minutes No. 81/2)

1. Alexander Popov - (Chair) - Member of the Board of Directors of JSC "IDGC North-West",  Deputy General Director - chief of staff Head of the "IDGC Holding ";
2. Tatyana Dronova Member of the Board of Directors of JSC "IDGC North-West", Deputy General Director for Strategy and Development, CJSC "Energosoyuz Investment Holding"
3. Mikhail Kurbatov - Member of the Board of Directors of JSC "IDGC North-West",  Deputy General Director of "IDGC Holding"
4. Alexey Kurochkin - Member of the Board of Directors of JSC "IDGC North-West", Director of Corporate Policy of  "IDGC Holding";
5. Roman Filkin - Member of the Board of Directors of JSC "IDGC North-West", Co-Director of the Representative Office of "Prosperity Capital Management” (RF) Ltd. (Electric Power Engineering);
6. Taras Shevchenko - Member of the Board of Directors of JSC "IDGC North-West",  Head of the Procurement Department of " IDGC Holding "