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Chapter 3. Management

Quality Management

JSC “TVEL” recognizes that the quality of the supplied product affects safety and efficiency of operation of the objects that use these products. The main strategic objective of JSC “TVEL” is a permanent increase of the product quality level, aimed at maximum satisfaction of the customer; this is an essential condition for market expansion, sustainable development of subsidiaries, and attainment of global leadership.

Excerpt from the JSC “TVEL” Quality Policy.

The Company’s Quality Management is based on the principles specified in the international ISO standards series 9000 of General Quality Management. TVEL FC has implemented and applies the Integrated Quality Management System (QMS), certified in accordance with the requirements of the international standard ISO 9001:2008, ISO 14001:2004 and BS OHSAS 18001:2007 in TUV International Certification. The System covers the complete course of design, development, production, storage, delivery and scientific-technical maintenance of the Fuel Assembly and the components of nuclear reactor cores, and of materials and accessories thereto. In 2014 the company TUV International Certification LLC confirmed compliance of the integrated management system of JSC “TVEL” and its subsidiaries with the international standards. The repeated certification is scheduled for 2015.

Customers’ Satisfaction Assessment, 2012-2014

The following customers reviewed JSC “TVEL” and its subsidiary companies: Fortum (Finland ), Slovenské elektrárne, a.s. (Slovakia), Fennovoima (Finland), ČEZ, a.s., ALTA (Czech Republic). According to the results of the reviews there were given recommendations for improvement of the integrated management system.

In 2014 JSC “TVEL” successfully completed the project on creation and implementation of the system of power management according to ISO 50001:2011, which is confirmed by the certificate issued in November 2014. In 2015 it is planned to create and certify Product Supply Safety Management System according to ISO 28000:2007.

Zero Failure International Project

In 2014 works within Zero Failure International Project have been continued; the project was launched in 2012 on the initiative of JSC "TVEL" with a purpose to increase reliability and safety of the products of subsidiaries of the Fuel Company (Fuel Assembly for VVER-1000 reactors).

In July 2014 by execution of the Memorandum of Joint Activity between the Operating Companies ČEZ, a.s. (Czech Republic), State Enterprise National Nuclear Energy Generating Company "Energoatom" (Ukraine), Kozloduy NPP (Bulgaria), Rosenergoatom, and the nuclear fuel supplier JSC "TVEL" the project from the four-party was turned into five-party form. Confidentiality Agreement and Regulation of Activity within Zero Failure International Project were drawn and came into force. The structure of the project was approved, working groups were formed, working schedules were approved.

In 2014 within the framework of the project implementation the following works were performed:

  • Gathering and Analysis of information on the fuel assembly failure at NPP of Russia, Czech Republic, Ukraine and Bulgaria operating VVER-1000 reactors;
  • Determination of reasons and signs of nuclear fuel failure;
  • Analysis of the developers’ project documentation for nuclear fuel;
  • Analysis of qualification of production processes and the factors of production affecting the operational reliability of the fuel;
  • Analysis of the sufficiency of the available information for achievement of the Project’s goals;
  • Analysis of the applicable requirements of the Supplier for different operating companies;
  • Development of a project for timely prevention of the nuclear fuel failure on the basis of the operational conditions analysis;
  • Work visits of international experts to the nuclear fuel plants (PJSC "MSZ" and PJSC NCCP).

A comparative analysis of the processes of commissioning and the results of the nuclear fuel production for NPP of Russia, Czech Republic, Ukraine and Bulgaria was conducted. According to the analysis no system link was revealed between the influence of changes in the structure, the technology of nuclear fuel production and appearance of leaking fuel assemblies.

Main tasks of the Project for the year 2015:

  • Visits of international experts to developing enterprises and to NPP;
  • Detailed analysis of the influence of special structural peculiarities of fuel assemblies and reactor, actual production and operation parameters on operational reliability of the nuclear fuel;
  • Determination of nuclear fuel leaking reasons;
  • Issue of final report for the first stage of the Project "Actual Status Determination".

TVEL FC annually performs assessment of satisfaction of its main customers in accordance with the procedure of the Customers’ Satisfaction Assessment developed on the basis of the requirements of ISO 9001:2008 standard.

In 2014 11 customers participated in assessment, including:

  • Paks NPP, Hungary;
  • NPP Department of the Nuclear Energy Organization of Iran;
  • Kozloduy NPP, Bulgaria;
  • Fortum Power and Heat Oy, Finland
  • Temelin and Dukovany NPP (ČEZ, a.s.), Czech Republic;
  • Aykakan Atomayin Electrakayan CJSC, Armenia;
  • Slovenské elektrárne, a.s., Slovakia.

According to the results of the assessment the average index of the customers’ satisfaction level in 2014 amounted to 4.45 rated on a five-point scale. No claims and reclamations have been received.

4.45
the average index of the customers’ satisfaction level in 2014

Sustainability Activities

Sustainable development is “development that meets the needs of the present without compromising the ability of future generations to meet their own needs”.

Definition made in 1987 by the UN World Commission on Environment and Development.

Being a business company TVEL FC strives to business sustainability with maximum possible consideration of the sustainable development objectives.

Strict compliance with safety regulations and social accountability refer to integral characteristics and traditions of the nuclear field. Sustainable development of TVEL FC implies both achievement of high financial and production indexes and business social and environmental efficiency.

Despite all objective restrictions of nuclear power engineering the latter is the power engineering of the future that can make a substantial contribution to long-term solution of the problem of depletion of the world’s supplies of power resources, and climate change.

The Fuel Company strives to comply with the following principles that are significant from the sustainability point of view:

  • nconditioned promotion of nuclear and radiation safety;
  • reduction of negative impact of the Company on ecology and the environment due to development and introduction of innovative technologies;
  • securing financial stability of the Company and increase of its competitiveness;
  • production activity efficiency increase;
  • development of scientific and technical potential of TVEL FC and nuclear sector in general;
  • social and economic development of the regions of business presence;
  • respect for human rights;
  • protection of life and health;
  • creation of favourable conditions of labor and development of employees;
  • anti-corruption.

For more information about activity of TVEL FC on the basis of the above mentioned principles refer to sections Safety, Responsibility for the Results, Efficiency, One Step Ahead, One Team, Respect.

Detailed public stance of TVEL FC on sustainable development is disclosed in the annual reports 2011 and 2012.

Corporate Culture

2014 has become a year of translation and strengthening of values in corporate culture of the Fuel Company. Corporate values have a unifying and motivating function , being one of the tools of strategic objective implementation. The implemented project was named Translation and Strengthening of ROSATOM values in the corporate culture of TVEL Fuel Company through integrated communications. Purpose of the project is to implement the ROSATOM values to corporate culture and to consolidate them in the current activity of the Fuel Company.

Information campaign within the framework of the project was aimed both at the Fuel Company’s employees and the external stakeholders. Publications were posted in different mass-media: foreign, federal, regional, municipal, sectoral, corporate both in print and in electronic forms. Internal (Notification days, workshops, trainings, professional efficiency contests) and external (exhibitions) events were also held within the framework of this campaign.

“Ambitious objectives can be achieved only with the team cohesion. And still we need high involvement of the employees. An involved man is easy to work with, his work becomes more efficient. Not involved — means not ready for task performance. Involvement in our industry is based on values. It is our responsibility as the leaders to set the correct motion vector. No growth, no victory — it is the leader to blame: he failed to inspire, motivate. The values unite, they forward a single-direction movement. We should learn how to capitalise our experience and success. Though we should not rest on laurels. Constant motivation is required to achieve great result”.

Yu.A.Olenin, the President of JSC “TVEL”.

Managers, PR service and HR Department specialists were engaged under the project. The percent of employees engaged in information campaign by December 2014 has reached 90%, the part of employees who are aware of the values has amounted to 70%.

The number of publications regarding the Fuel Company’s values in mass-media has increased. The number of references to the materials about TVEL FC by December 2014 has increased more than twice as compared to June of the same year.

For knowledge exchange and better experience promotion a Value Library was established, that is an online base located on the internal corporate portal of the Fuel Company, it includes more than 300 stories of behaviour of the employees of the Company’s subsidiaries told in the spirit of the values.

Reference of the production task solution with a consideration of a value factor was developed. Subsidiaries of the Fuel Company implemented about 80 energy-saving projects, involving the corporate values.

In 2015 systematic activities aimed at values strengthening in corporate culture of the Fuel Company will be continued, including in the framework of the Unified Information Policy of TVEL FC.

70%
part of the employees who are well aware of the values

Corporate Governance

In corporate governance JSC “TVEL” adheres to the policy of compliance with Russian and international standards, and with ROSATOM State Corporation corporate governance practice.

Improvement of the corporate governance system is aimed at increase of efficiency, reliability, transparency of the Company activities and management.

Implementation of the corporate policy implies coordination and supervision over scientific and research, investment, financial, selling, social and HR activities and pricing policy of the subsidiaries. Legal relations between JSC “TVEL” and subsidiary companies in decision making procedures in the process of production economic activity are ebased on the approved regulations on interaction of the ROSATOM State Corporation with JSC “TVEL”, and of JSC “TVEL” with its subsidiaries.

In its activities JSC “TVEL” and subsidiaries adhere to requirements and principles of the Corporate Governance Code recommended for use by the letter of the Central Bank of the Russian Federation No. 06-52/2463 dated April 10, 2014.

In accordance with the Regulation of the Bank of Russia No. 454-П dated December 30, 2014 “Concerning Disclosure of Information by Issuer of Emission Securities” the Company discloses all the required information at the website http://www.e-disclosure.ru/portal/company.aspx?id=400 namely:

  • Articles of Association, amendments and supplements thereto;
  • Annual reports;
  • Annual financial statements, notices of approval of the annual financial statements, explanatory notes to the annual financial statements;
  • Audit reports;
  • List of affiliates, changes made to the list of affiliates, notices of disclosure of the list of affiliates, and other information stipulated by the Regulation Concerning Disclosure of Information by Issuer of Emission Securities.

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

The Sole Shareholder takes decision on approval and update of the Company goals, values [ i ] and mission, strategy and objectives regarding production-economic, environmental and social impact.

Scheme of JSC “TVEL” Corporate Governance Bodies

Executive Board approves the Company’s policies and activity programs.

The Board of Directors within the framework of approval of the Company’s budgets and activity plans takes decisions on main production-economic, environmental and social issues, including risk management. Prior to making relevant decisions the issues must be agreed between functional responsible subdivisions of JSC “TVEL” and profile subdivisions of ROSATOM State Corporation. The decisions are binding on JSC “TVEL” governance bodies.

Functional subdivisions of the Company within their capacity manage different aspects of financial economic activity 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 employees are engaged in performance of objectives set by the supreme body of corporate governance in accordance with their duty instructions, orders and decrees made by JSC “TVEL” governance bodies.

In 2014 JSC “AEP” — the Sole Shareholder of JSC “TVEL” took nine decisions including on:

  • approval of the Annual Report 2013,
  • approval of the Annual Financial Statement 2013,
  • auditor’s approval of the Financial statements 2013,
  • election of members to the Board of Directors, the auditing committee,
  • distribution of income for 2013 and dividend payment following results of half-year and nine-months periods of 2014 financial year.

The supreme executive bodies of subsidiaries-participants of TVEL FC are General Meetings of Shareholders (Members). The decision-making procedure is determined by internal regulations on these bodies.

JSC “TVEL” and TVEL FC governance bodies include the Boards of Directors and Sole Executive Bodies acting on the ground of relevant regulations approved by the General Meetings of Shareholders (Members).

Control bodies are auditing committees acting in accordance with regulations approved by the Meetings of the Shareholders (Members).

Share Capital Structure

The Company’s authorized capital is formed from nominal value of the Company’s shares owned by the Sole Shareholder – JSC “AEP”.

The Company’s authorized capital amounts to Twenty-two million nine hundred sixty-one thousand six hundred seventy (22,961,670) rubles.

The Company distributed registered common shares with nominal value of one (1) ruble per each in the amount of Twenty-two million nine hundred sixty-one thousand six hundred seventy (22,961,670) pieces.

All shares of the Company are issued in non-documentary form.

No changes have been made in the share capital structure and corporate governance system during the reporting year.

Board of Directors

The Board of Directors plays a key role in strategic management of the JSC “TVEL” and the Fuel Company in general.

The Board of Directors is formed by the Sole Shareholder with account to the ability to solve the specified tasks. The Board of Directors consists mainly of outside directors (not the employees of the Company), professionals who have wide experience in the industry, and understand the specifics of the nuclear industry and the Company activities.

By the decision of the Sole Shareholder of JSC “TVEL” No. 25 dated June 30, 2014 the following six members were elected to the Board of Directors:

LOKSHIN Aleksandr Markovich

Year and place of birth:
October 11, 1957, city of Chita.

Education:
Kalinin Leningrad Polytechnical Institute.

Labor biography:
1980–1996 - Engineer, Senior Engineer of the Thermal Testing Laboratory, Chief Operator, Turbine Equipment Inspector of the Turbine Department, Shift Manager of the Turbine Department, Shift Manager of the 2nd unit, Shift Manager of 1st phase installation of Smolensk NPP (Desnogorsk, Smolensk region).
1996-2008 - Deputy Head of the General Directorate; Deputy Head of the Commerce Department; First Deputy Director, Marketing, Economics and Commerce; Acting Director; Director; Deputy Director General; Director of the Branch – Smolensk Nuclear Power Plant; First Deputy Director General; Acting Director General of Rosenergoatom.
2008–2010 - Deputy Director General of ROSATOM State Corporation.
2010–2011 - Deputy Director General – Director of Directorate for Nuclear Industry of ROSATOM State Corporation.
2011-2012 - First Deputy Director General – Director for Nuclear Industry of ROSATOM State Corporation.
Since 2012 - First Deputy Director General, Operational Management.

JSC "TVEL" Board of Directors election year: 2010.
Work experience in the field: 34 years.
Honored Power Engineer of the Russian Federation.

ZALIMSKAYA Lyudmila Mikhaylovna

Year and place of birth:
July 31, 1956, city of Moscow.

Education:
Moscow State Institute of International Relations of the Ministry of Foreign Affairs of the USSR.
2009 - Higher Level Business Administration Master’s Degree at State University of Management.

Labor biography:
From 1978 up to the present time has been employed by TENEX. She has undergone all steps of career growth: from the Foreign Correspondent to the Head of the Company’s Commercial Unit (from 1999). From 2007 – First Deputy Director General, from 2013 – Director General of Joint Stock Company "TENEX".

JSC "TVEL" Board of Directors election year: 2013.
Work experience in the field: 37 years.
She has been awarded the I and II Class Medal of Order of Merit to the Fatherland, Label Pin Veteran of Nuclear Power Engineering, I and III Class Label Pin I. V. Kurchatov Academician, Anniversary Medal 65 Years of Nuclear Field,", I class label pin Of Merit to the Nuclear Field.

KOMAROV Kirill Borisovich

Year and place of birth:
December 29, 1973, city of Saint Petersburg.

Education:
Legal Lyceum at Ural State Academy of Justice, Ural State Academy of Justice.

Labor biography:
2000-2005 - Director for Legal Affairs and Project Management, First Deputy Director General of RENOVA CJSC, Director General of RENOVA-Razvitie CJSC.
2005-2006 – Deputy Head of the Federal Agency for Water Resources of the Russian Federation.
2006-2007 – Vice-President of JSC "TVEL".
2007-2012 – Director General SC "Atomenergomash".
2007-2010 – Deputy Director General SC "Atomenergomash".
From 2010 – Director of SC "Atomenergomash". He has combined this position with the position of Executive Director of the Directorate for Nuclear Industry of ROSATOM State Corporation.
From 2011 – Deputy Director General of ROSATOM State Corporation for Development and International Business. He has combined the position with the position of Director of JSC "AEP".

JSC "TVEL" Board of Directors election year: 2010.
Work experience in the field: 8 years.
Ph.D. in Law.

KOROGODIN Vladislav Igorevich

Year and place of birth:
October 25, 1969, city of Moscow.

Education:
Moscow Institute of Physics and Technology.

Labor biography:
1994-1995 – Expert, Senior Expert of Basmanny Branch of Presentcombank JSCB.
1995-1997 – Expert, Head of Department of Khoroshevsky Branch of Converse Bank JSCB.
1997-1999 - Deputy Head of the Division, Head of Division, Deputy Head of Office of Converse Bank CJSC.
1999-2004 - Head of Division, Director of Department of TENEX.
2004-2007 – Deputy Head of the Office of the Federal Agency for Nuclear Energy.
2007-2010 – Director of the Department, Marketing and Sales Market, Deputy Director of JSC "AEP".
2010-2012 – Deputy Director of the Directorate for Nuclear Industry of ROSATOM State Corporation.
From 2012 – Director, Lifecycle Management of NFC and NPP of ROSATOM State Corporation

JSC "TVEL" Board of Directors election year: 2008.
Work experience in the field: 15 yeas.

SOLOMON Nikolai Iosifovich

Year and place of birth:
January 3, 1971, city of Moscow.

Education:
Moscow Automobile and Road Institute, Moscow Finance Academy under the Government of the Russian Federation.

Labor biography:
1994-2003 - positions in the departments of audit and management consulting PricewaterhouseCoopers (Power Engineering Large Corporation consulting).
2003-2005 - Director of the Department of Project Management, Acting Director General of Financial and Accounting Centre of Yukos-Moscow OJSC.
2005-2009 - Financial Controller and Director, Economics and Controlling in Siberia Coal Energy Company OJSC.
2009-2010 - Deputy Director General for Finance of ROSATOM State Corporation.
2010-2011 - Deputy Director General for Economics and Finance of ROSATOM State Corporation.
From 2011 - First Deputy Director General for Corporate Affairs – Senior Finance Director of ROSATOM State Corporation.

JSC "TVEL" Board of Directors election year: 2010.
Work experience in the field: 5 years.
Member of Association of Chartered Accountants of England and Wales.

OLENIN Yuri Alexandrovich

Year and place of birth:
November 13, 1953, city of Kirovabad.

Education:
Yerevan Polytechnic Institute,
Penza State Technical University
Manchester Business School,
German Academy of Management.

Labor biography:
1978-1989 - Engineer of CSRI "Kometa", Senior Engineer, Senior Researcher, Head of Laboratory of Special Construction Engineering Bureau.
1989-1993 - Chief Constructor of R&D Research and Design Institute of Radio-Electronic Engineering.
1993-2004 - Director of R&D Research and Design Institute of Radio-Electronic Engineering – Deputy Director General of SUE "SSPE "Eleron".
2004-2007 - Director General of FSUE FSPC "PA "Start".
From 2007 - First Vice-President, President of JSC "TVEL".

JSC "TVEL" Board of Directors election year: 2007.
Work experience in the field: 36 years.
Doctor of Engineering, Professor.
He has been awarded an Order of Honor, IV class Order of Merit to Fatherland, has a title of Honored Constructor of the Russian Federation.
2002-2007 – Deputy of Legislative Assembly of the Penza Region.
2005-2007 - President of Association of Industrialists and Manufacturers of the Penza Region.

Members of the Board of Directors are not shareholders of JSC “TVEL” and its SC. Information on JSC “TVEL” shareholding is to be disclosed by the candidates to the position of the member of the Board of Directors at the time of filling the consent form for election.

There are no independent members in the Board of Directors in accordance with the Corporate Governance Code recommended for use by the letter of the Central Bank of the Russian Federation No. 06-52/2463 dated April 10, 2014.

In accordance with the Articles of Association of JSC “TVEL” decision on payment of remuneration to the members of the Board of Directors of the Company falls within the competence of the General Meeting of Shareholders (decision of the Sole Shareholder of JSC “TVEL” – JSC “AEP”). No remuneration and compensation of the expenses related to performance of obligations were provided for the members of the Board of Directors of JSC “TVEL” in 2014. All members of the Board of Directors of the Company get salary according to the place of their primary business. No assessment (including self-assessment) of the activity of the Board of Directors was performed.

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

Sole Executive Body

In accordance with the Articles of Association of JSC “TVEL” by the Resolution of the Sole Shareholder of the Company (No. 17 dated June 28, 2012), and on the ground of the Contract executed with the Company the functions of the Sole Executive Body are performed by the President of JSC “TVEL” – Olenin Yuri Alexandrovich.

Yu.A. Olenin does not hold any shares of JSC “TVEL” and its SC.

In accordance with the contract concluded between the Company and the President, the amount of his remuneration following the year results shall be determined by the resolution of the Board of Directors according to financial-economic performance of the Company.

Key Performance Indicator (KPI) Card of the President of JSC “TVEL” includes:

  1. AFCF [ i ] of State Corporation (taking into consideration Fuel Division free cash flow), billion rubles.
  2. Investment activity integrating efficiency indicator [ i ], %.
  3. Proceeds from sales of enriched uranium product (including within FA, pellets) for NFC in whole, billion rubles.
  4. Labor efficiency, RUB mln/person.
  5. Foreign orders portfolio for traditional products for 10 years, USD bln.
  6. Integral Indicator for new products [ i ], %.
  7. Milestones in new businesses, %.
  8. Semi-fixed costs, RUB mln.
  9. Process reduction time [ i ].
  10. LTIFR [ i ], %.
  11. No INES events at level 2 and above, with personnel radiation exposure exceeding 50 mSv annually.
  12. No INES events of level 2 and above.

For more information about yearly income of the President of JSC “TVEL” Yuri Alexandrovich Olenin in 2014 visit the website of ROSATOM State Corporation. [ i ]

Subsidiaries Management

The important role in subsidiaries management is given to the Boards of Directors, their competence extends to the most important issues of activity. Preparation of the meetings of the Board of Directors of SC is performed with engagement of structural subdivisions of JSC “TVEL” in order to elaborate the materials of the agenda and development of draft decisions.

Asset management in JSC “TVEL” is aimed at structure improvement and increase of efficiency of non-current assets that include shareholding of subsidiaries and other business companies, and main assets, in particular the real estate units.

Management of shareholding of the business companies is based on the mechanism of corporate relations and on internal documents determining the procedure of interaction between JSC “TVEL” and its SC in different fields. The most important decisions on non-current assets management are made by the General Meeting of the Shareholders (the Sole Shareholder) and the Board of Directors of JSC “TVEL” within their competence.

Management of the Company’s non-current assets is performed through the unified database on main assets including non-private federal facilities used by JSC “TVEL” subsidiary companies.

Target indicators of strategic growth and complex programs of efficiency increase approved by the governance bodies of the Fuel Company’s subsidiaries are based on optimization of production functional structure and costs reduction due to introduction of new and modernization of current production units, technological process improvement, implementation of efficient system of labor motivation, restructuring of non-profile assets and production units.

Acquisition and disposal of the SC real estate property regardless of its cost is performed subject to approval of the transactions by the Board of Directors of these companies. Real estate is sold on a competitive basis at a market price.

Asset management procedures ensure efficiency and transparency of the decisions made on non-current assets transactions, and are aimed at increase of the Company’s income.

Substantial changes of the list of subsidiaries for the reporting period:

In the course of competitive procedures KLM LLC has been eliminated from the subsidiaries’ list due to sale of 100% part interest in the authorized capital of KLM LLC [ i ].

Corporate Ownership Structure of JSC “TVEL” (at the level of subsidiaries) as of December 31, 2014

Report of the Board of Directors of JSC “TVEL” on the Results of the Company’s Development in the Priority Fields

In 2014 the Board of Directors held 14 meetings (with attendance exceeding 90%) and made decisions on the most important issues of TVEL FC activity, including:

  • approval of the budget and scheduled financial-economical indicators of activity of JSC “TVEL”;
  • approval of target organizational structure;
  • approval of a number of transactions with share capital of the subsidiaries of TVEL Fuel Company, including acquisition of extra shares of PJSC “KMP”, SC “VPA “Tochmash”, SC CMP, sale of shares of JSC Atomstroyexport and 100% part interest in the authorized capital of KLM LLC through competitive procedures;
  • recommendations to the Sole Shareholder concerning the decision on participation of JSC “TVEL” in the National Nuclear Innovation Consortium;
  • approval of recommendations to the Sole Shareholder for net income distribution following the results of 2013;
  • approval of recommendations to the Sole Shareholder for dividend payment following the results of the half-year and nine-months periods of 2014 financial year.

In 2014 JSC “TVEL” made no transactions classified by law as major transactions, and interested party transactions, subject to preliminary approval by the Company’s Governance Bodies.

In 2014 the Board of Directors held 14 meetings (with attendance exceeding 90%) and made decisions on the most important issues of TVEL FC activity.

Organizational Structure of JSC “TVEL”

Functional subdivisions of the Company and its subsidiaries within their competence manage different aspects of financial-economic activity, including issues of nuclear, radiation and environmental safety, personnel and social policy, development of the regions of presence.

A series of changes were made to JSC “TVEL” organizational structure in 2014.

These changes are stipulated by organizational structure arrangement in accordance with target programs, objectives and the strategy of the Fuel Company. This approach is in line with the industry-wide standards, and is adopted within implementation of the project of ROSATOM State Corporation for harmonization of the organizational structure of companies comprising the industry. The ultimate goal of these transformations is to establish functional chains of ROSATOM State Corporation – JSC “TVEL” – SC, to enhance the efficient interaction between the management levels within the Fuel Company, and to cut the red tape.

In 2014 subsidiaries of TVEL FC have adopted the target four-level organizational structures taking into account production-specific and special terms for ensuring safety with detailed analysis and function delegation.

Organizational Structure of JSC “TVEL” as of December 31, 2014

Risk Management

Risk Management of TVEL FC is based on continuous monitoring of its external and internal environment, complex analysis of threats and opportunities affecting achievement of both economic and social goals of the Company.

Main goals and objectives of JSC “TVEL” Corporate Risk Management System (CRMS):

  • implementation of ROSATOM Corporate Strategy through corporate-wide risk management process;
  • continuity (stability) of all business-processes through identification, assessment and minimization of threats that may affect the results of activities of JSC “TVEL”, as well as development and introduction of risk monitoring and reporting procedures;
  • integration of risk management process to managerial decision-making processes.

Risk and opportunity identification is performed at the level of the Company’s Executive Board. The Sole Shareholder – JSC “AEP” – affects elaboration of risk management methods by the company through making relevant decisions by the Board of Directors.

Risk management processes are implemented by JSC “TVEL” employees (Risk Management Officers) in subdivisions exposed to relevant risk. Risk Officer evaluates an aggregate risk of the Company, forms the unified complex program for risk management (on the basis of risk management measures developed by the subdivisions), controls its implementation and analyzes the efficiency.

Analysis of the efficiency of risk management methods implemented by the company is performed during review and approval by the Board of Directors of annual budget and annual report of JSC “TVEL”.

The enterprises of the Fuel Company comply completely with the requirements of the applicable law and subordinate acts with regard to compulsory and prescribed insurance.

Participants of TVEL FC Risk Management Processes and Their Roles

Members of JSC “TVEL” CRMS Functions of CRMS members during risk management procedures
President of JSC "TVEL" Approval of JSC "TVEL" risk management policy, risk tolerance level, CRMS development plan. Control over implementation of CRMS development plan.
Risk holders Support of risk management process implementation
Risk Management Officers Risk management process implementation
JSC "TVEL" Risk Officer Methodological support of risk management processes, monitoring of implementation and control over the results

TVEL FC Key Risks Management

Risk Risk factors Risk management mechanisms [ i ] Risk management results [ i ]
1 Risk of NFC product/service sale volumes reduction
  • Delays in commissioning of power units;
  • Transition to production of Nuclear fuels with increased long-term performance;
  • Appearance of new players on the world service market for Uranium enrichment
  • Improvement of fuel technical characteristics and introduction of new types of fuel, improvement of economic characteristics of fuel;
  • Execution of long-term contracts in order to prevent exclusion of the Fuel Company from the European nuclear fuel market;
  • KPI determination for “Foreign orders portfolio for 10 years”.
2 Exchange risk
  • Mismatch in assets and liabilities denominated in the same currency;
  • Growth of volatility courses of the main world currencies (Euro, dollar)
  • Hedging (including natural)
3 Risk of failure on the part of counterparty (suppliers, customers) to fulfil obligations in full and on time
  • Decreased financial-economic stability of customers/ suppliers;
  • Increased aggregate advance payments made to suppliers;
  • Increased total accounts receivable on the part of the customers and/or increased terms of accounts receivable.
  • Regular monitoring of the accounts receivable of the Fuel Company’s subsidiaries;
  • Activity of the Committee for accounts receivable;
  • Reduced share of advance payments in settlements with external suppliers.
4 Risk of growth of expenses for NFC services and products
  • Change of public utility service tariffs;
  • Unforeseen week points in production chain;
  • Delivery failure, emergencies;
  • Incorrect information on resource state;
  • Reduced production load level, etc.
Implementation of programs for:
  • new technologies introduction;
  • production area optimization;
  • headcount optimization;
  • energy conservation;
  • procurement optimization
5 Risk of nuclear, radiation and environmental safety, labor and industrial safety
  • Violation of requirements in environment protection and NRS;
  • Insufficient level of emergency preparedness;
  • Lack of resources for safety measures, etc.
  • Modernization of hazardous objects;
  • Deactivation (liquidation) of sources of hazard;
  • Professional development of personnel;
  • Constant monitoring of nuclear, radiation, industrial and fire safety
6 Reputation risk
  • Social strain growth in areas of business presence, CATU;
  • Large-scale accidents in nuclear sector;
  • Distribution of negative information about State Corporation, its enterprises;
  • Mass protests against nuclear power engineering etc.
Measures aimed at formation of positive public attitude to nuclear technology development, increase of information transparency and stakeholder engagement
7 Risk of change of regulatory and political climate in target countries
  • Lack of political and economic stability at target markets;
  • Political and economic sanctions and limitations against Russia, unfair competition.
Constant monitoring of risk factors, introduction of the issues at the level of ROSATOM State Corporation.

Regulatory documents aimed at CRMS development of the Fuel Company, approved in 2014:

  • Methodical guidelines for risk analysis at formation of and control over performance of budgets and medium-term plans of JSC “TVEL” and companies included in the management system of the Fuel Company;
  • List of compliance risks and their holders at the level of JSC “TVEL”.

The mentioned key risk management measures are aimed to neutralize (minimize) the key risk impact on implementation of strategic goals of TVEL FC, and to achieve target values of the main performance indicators within the acceptable deviations set by ROSATOM State Corporation for 2015-2019.

TVEL FC Internal Control System

Internal Control System (ICS) of the Fuel Company is an interconnected integral complex of organizational structures, processes and procedures, their rules, and characteristics of management system that continuously or from time to time performs internal control function and ensures internal control goal achievement.

Special department of internal control (SDIC) is a subdivision of the Fuel Company’s organization, that is solely engaged in internal control activities with respect to various spheres of business. SDIC covers 6 organizations included into the Fuel Company’s management system: SC AECC, SC CMP, SC “SGChE”, SC UEIP, PJSC “MSZ”, PJSC “KMP”.

SDIC of JSC “TVEL” (a unit of the Director for Internal Control and Audit) consists of the Control and Audit Office, Internal Audit Group, Control Analytical Group, Competitive Policy Control Division. It operates in accordance with regulatory legal acts of the Russian Federation, local regulations of ROSATOM State Corporation and JSC “TVEL”, and Provisions on these structural subdivisions.

Purpose of ICS in accordance with ROSATOM State Corporation Internal Control Development Concept — is to promote the achievement of the Fuel Company’s strategic goals, contribute to corporate governance improvement in JSC “TVEL” and companies included to management system of the Fuel Company, in accordance with the requirements of the Russian Federation law, regulatory state authorities and international standards.

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control activities in 2014

Number of Control Activities Conducted by the Specialists of the Director’s Unit for Internal Control and Audit of JSC “TVEL” in 2012-2014

Indicator Units of measurement 2012 2013 2014 ∆ 2014/2013 %
Number of control activities under the plan, including: ea. 38 51 52 2%
with Audit Committees ea. 25 27 25 -7%
audit of financial and economic activities including procurement and personnel record management ea. 8 16 21 31%
internal audit ea. 5 8 6 -25%

Priority objective of the Director’s Unit for Internal Control and Audit — is to maintain governance of ICS functioning and development processes.

Main subjects of the internal control system in the Fuel Company are: the President of JSC “TVEL”, the Board of Directors of JSC “TVEL”, JSC “TVEL” Management, the Director’s Unit for Internal Control and Audit, and the Executive Bodies and SDIC of JSC “TVEL” subsidiary companies.

Objects of control are: JSC “TVEL”, subsidiary companies, and their structural subdivisions.

Future Objectives

By the end of 2015 the following key actions for internal control system development will be taken in accordance with the Internal Control Policy of ROSATOM State Corporation and its organizations:

  • integration of adequate control procedures in the processes, and assignment of responsibilities to the participants of the processes for the efficiency of internal control;
  • ICS reliability and efficiency monitoring development by introduction of various methods to promote continuous and regular assessment of ICS state;
  • SDIC competence and potential development.
The purpose of ICS development — is to maintain corporate governance mechanisms, primarily the regulatory ones, consistent with changes of external and internal conditions.

Legal Framework of TVEL FC Activities

JSC “TVEL” regularly participates in legislative initiatives of ROSATOM State Corporation in accordance with the plan for legislative drafting activities and within its own competence.

Activities of the working groups include analysis of draft documents of the federal executive authorities, drafting bills. The suggestions reviewed by working groups involve regulation of the activities both of the enterprises of the Fuel Company and of other organizations of nuclear power industry.

In 2014 specialists of JSC “TVEL” participated:

  • n Preparation of the draft of the Federal Law “Concerning Amendments to Separate Legal Acts of the Russian Federation in Order to Control Decommissioning of Nuclear Installations”, and rehabilitation of areas polluted in the result of their use, in accordance with the mandate of the Government of the Russian Federation concerning the plan of high priority measures for implementation of state policy principles in nuclear and radiation safety of the Russian Federation;
  • In working group of ROSATOM State Corporation for preparation of the draft decree of the Government of the Russian Federation “Concerning approval of the rules on coordination by the state customer of the capability of liquidation or re-profiling of the production facilities, ensuring product supply under the state defense order, in case of termination of such supplies for the following year and target period, and reimbursement for damages inflicted to the head executor due to non-use of the said production facilities upon the decision of the state customer”;
  • In preparation of the draft decree of the Government of the Russian Federation “Concerning the Requirements to Participants of State Defense Order Allocation”, prepared by the Ministry of Defense of Russia;
  • In the working group of ROSATOM State Corporation for preparation of the draft federal law “Concerning Industrial Policy in the Russian Federation”, prepared by the Ministry of Industry and Commerce of Russia;
  • In preparation of the draft federal law “Concerning the Amendments to article 251 of the Federal Law” Concerning Customs Control in the Russian Federation”, elaborated in execution of the paragraph 1.2. of the section II of the activity schedule (road map) “Foreign Market Access and Export Support”, approved by the decree of the Government of the Russian Federation No. 1128-p dated July 29, 2012.

TVEL FC has not made any financial and in-kind donations to political parties, politicians and organizations related.

Anti-corruption and Settlement of Competing Interests

The management of TVEL FC fully shares the anti-corruption policy implemented by the government of the country. In order to create conditions for reduction of corruption and embezzlement, the enterprises of the Fuel Company adopted a local regulatory document “Concerning implementation of complex program for anti-corruption and anti-embezzlement in JSC “TVEL” and companies included in management system of the Fuel Company”. The document is based on “the Complex program for anti-corruption and anti-embezzlement in the nuclear industry for 2014-2015” approved by ROSATOM State Corporation.

TVEL FC anti-corruption orders:

  • Concerning anti-corruption plan of JSC “TVEL” for 2014-2015;
  • Concerning arrangement of annual insight into the regulatory acts on corruption prevention and management;
  • Concerning approval of the reporting procedure on the fact of inducement to corruption offences, verification of this information and notification registration;
  • Concerning approval of the Provision on gifts, invitations and business hospitality of JSC “TVEL”;
  • Concerning approval of JSC “TVEL” Policy in economic security and assets protection;
  • Concerning determination in JSC “TVEL” of subdivisions for prevention of corruption and other offences.
8-800-100-07-07, 0707@rosatom.ru are coordinates of the corporate hot line of ROSATOM State Corporation for anti-corruption and anti-embezzlement in nuclear sector. For details visit ROSATOM website www.rosatom.ru section About Us, and Anti-corruption Policy at the Fuel Company’s website www.tvel.ru section TVEL Fuel Company.

System for Prevention of Illegal Behavior in TVEL FC

To arrange a system for prevention of illegal behavior the following subdivisions were established in TVEL FC:

  • Security Unit (at the level of JSC “TVEL”), including department of economic security, commercial secrecy safety department and Group of information and analytical support;
  • Assets Protection Subdivisions (at the SC level); formation of such subdivisions in all subsidiaries was completed in 2013

Actual number of employees of Assets Protection Subdivisions of TVEL FC as of December 31, 2014 amounted to 64 persons.

Activity of subdivisions for prevention of illegal bahevior, namely: their functions, work structure and arrangement both inside TVEL FC and in interaction with external organizations, is determined by regulations on relevant subdivisions.

Main fields of structural subdivisions’ activity:

  • Economic security and protection of assets of JSC “TVEL” and its subsidiaries in the course of production and financial economic activity;
  • Revealing, prevention and localization of threats (risks) to economic interests and business reputation of JSC “TVEL” and its subsidiaries;
  • Information-analytical support of the President of the Company and structural subdivisions of the Company in economic security;
  • Maintenance of commercial and business secrecy system in the Company and its subsidiaries;
  • Arrangement of personnel security of the Company and its SC.

The Fuel Company holds activities aimed at employees training in the rules of business ethics, anti-corruption and anti-embezzlement, and implementation of these rules.

Structural subdivisions of TVEL FC for prevention of illegal behavior perform continuous monitoring of assets flow, analysis of factors and terms that contribute to external and internal threats (risks) to assets and economic interests of JSC “TVEL” and SC, implement measures for prevention, fight and neutralization of their negative consequences. The analysis covered all subsidiaries of TVEL FC in 2014.

All employees of TVEL FC must study provisions and regulations on anti-corruption and anti-embezzlement. This information is communicated to 100% of employees. In addition, the external providers hold special briefings for employees of the relevant divisions on actual issues in anti-corruption policy. Thus, in 2014 7 employees of assets protection subdivision took advance training courses.