Principal direction for corporate governance improvement is to ensure rapid decision-making by governing bodies along with detailed consideration of the matters which enables efficient activities of TVEL JSC and its subsidiaries.

Measures taken by TVEL JSC to improve the corporate governance:

• Exclusion to the extent possible of the circulation of paper media applied for convening meetings and for submission to the Board of Directors of materials on the agenda. The decision-making process by the management bodies is implemented through the Uniform industry-specific electronic document management system.
• Local regulatory acts are being amended with the purpose to reduce the time and improve the quality of corporate paperwork.

In the course of corporate policy implementation the Company coordinates and controls subsidiary companies activity in production, scientific and research, investment, financial, price, selling, social and personnel fields. Legal relations between TVEL JSC and subsidiary companies in decision making procedures in the process of production economic activity are based on the approved regulations on interaction of ROSATOM with TVEL JSC, as well as interaction of TVEL JSC with its subsidiaries.

TVEL JSC is not a public joint-stock company, and the Company discloses all the required information on the website http://www.e-disclosure.ru/portal/company.aspx?id=400 (in conformity with the Regulation on Disclosure of Information by the Issuers of Equity Securities) on a voluntary basis, assuming no obligations on regular and required disclosure, namely:

• the articles of association, amendments and supplements thereto, annual reports, annual financial statements (including audit reports);
• decisions on issuance (additional issuance) of securities;
• information about approval of annual financial statements;
• explanatory notes to annual financial statements;
• audit reports;
• lists of affiliates;
• notices of disclosure of the list of affiliates and acquisition of more than 20% of voting shares in other joint-stock company.

The basic documents regulating the activity of the corporate governance system are the Articles of Association of TVEL JSC and the Regulations on the Board of Directors of TVEL JSC.

TVEL JSC puts into practice some provisions of the Corporate Governance Code recommended by the letter dated April 10, 2014 N 06-52/2463 of the Central Bank of Russia, with due regard to specific character of the legal status of ROSATOM set by legal regulatory acts of the Russian Federation, providing for unity of nuclear industry enterprises management.

Scheme of TVEL JSC Corporate Governance Bodies

TVEL JSC governance bodies are formed in accordance with the Articles of Association of the Company.

Decisions on the issues referred to the competence of the General Meeting of shareholders are taken by the sole shareholder of TVEL JSC - Atomenergoprom JSC.

The supreme executive bodies of the subsidiaries of TVEL Fuel Company are general meetings of shareholders (members). The procedure of decision-making at general meetings of shareholders (members) of the companies included in TVEL Fuel Company is determined by internal regulations on these bodies.

The governance bodies of TVEL JSC and the companies governed by TVEL Fuel Company include the boards of directors and the sole executive bodies acting on the ground of relevant regulations approved by the general meetings of shareholders.

The governance bodies in the companies of TVEL Fuel company include audit committees*, operating on the ground of relevant regulations approved by the general meetings of shareholders (members).

No committees and commissions operated within the Board of Directors of the Company during the reporting period.

The Sole Shareholder and the Board of Directors take decisions on approval and update of the Company goals, values and mission, strategy and objectives regarding production-economic, environmental and social impact. The executive management approves the Company’s policies and activity programs

Decisions regarding main production and economic, ecological and social matters are taken by the Sole Shareholder of TVEL JSC – Atomenergoprom JSC. Prior to making relevant decisions the issues must be agreed between TVEL JSC and the profile subdivisions of ROSATOM State Corporation. The decisions are obligatory for TVEL JSC management.

Functional subdivisions of the Company within their competence control various aspects of financial economic activities including product output, issues of nuclear, radiation and environmental safety, personnel management and social policy implementation, development of the regions of business presence, and others.

The Company does not take any special measures to develop and enhance the highest governance body’s collective knowledge of economic, environmental and social topics.