Minutes of 25.08.2006 №23

MINUTES No. 23

OF THE BOARD OF DIRECTORS MEETING



Date and time of vote counting:                                         25 August 2006, 6.00 p.m.

                                                                                     (Moscow time)

Form of vote:                                                                   by questioning          

Site of vote counting:                                                       Moscow, Vernadskogo prospect, 8a

Number of elected members of the Board of Directors           11

Members of the Board of Directors present at the meeting:    B. I. Ayuev

                                                                                      V. A. Zubakin

                                                                                      D. V. Ponomarev

                                                                                      A. N. Rappoport

                                                                                      V. Yu. Sinyugin

                                                                                      Ya. M. Urinson

                                                                                      R. Z. Khamitov

                                                                                      David Khern

                                                                                      A. B. Chubais

                                                                                      Per-Christian Endsjo


In compliance with Federal Law On Joint-Stock Companies and the company's Articles of Association the quorum for conducting the Board of Directors' meeting is present.

 

AGENDA OF THE BOARD OF DIRECTORS MEETING:

 

1. Approving the work plan of the company's Board of Directors for the 2006-2007 corporate year.

2. Interim dividend payout by the company following the results of the first half of 2006.

3. Approving the adjusted values of annual and quarterly key performance indicators (KPI) of JSC HydroOGK for 2006.

4. Procedure for implementation of transactions which may entail liabilities for JSC HydroOGK expressed in a foreign currency (or obligations which value is bound to foreign currency).

5. Approval of the Provision on Investment Activity of JSC HydroOGK.

6. Determination of fee for the company's auditor services.

7. Aid provided by the company.

8. Introduction of amendments to the Resolution on issue (additional issue) of the company's securities and approval of Amendments and (or) supplements to the resolution on issue (additional issue) and (or) the prospectus.

9. Approval of contractual terms with the Chairman of the Management Board of the company.

10. Change of the number of the company's Management Board members and election of a member of the company's Management Board.

11.  Nomination of candidates by the company for their election to the management and control bodies of organisations in which the company participates.

12. Determination of the company's (company's representatives) opinion regarding the agenda issues of the Board of Directors meetings and General Shareholders' Meetings of subsidiaries and affiliates.

 

RESULTS OF VOTING ON AGENDA:

 

Matter 1: Approving the work plan of the company's Board of Directors for the 2006-2007 corporate year.


Decision:

Approve the work plan of the company's Board of Directors for the 2006-2007 corporate year (Appendix 1).


Voting results:

"For" - 10 (B. I. Ayuev, V. A. Zubakin, D. V. Ponomarev, A. N. Rappoport, V. Yu. Sinyugin, Ya. M. Urinson, R. Z. Khamitov, D. Khern, A. B. Chubais, P. Endsjo)

"Against" - 0

"Abstained" - 0

Decision made.

 



Matter 2: Interim dividend payout by the company following the results of the first half of 2006.


Decision:

1. Recommend the Annual General Shareholders' Meeting of the company to make the following decision:

Pay out dividends on ordinary shares of the company on the basis of results for the first half of 2006 to the amount of 0.00106384 rubles per one ordinary share of the company in the monetary form within 60 days from the date of making a decision on dividend payout.

2. Specify the date of drawing up the list of individuals entitled to participate in the Extraordinary Annual General Shareholders' Meeting of the company to consider the matter of interim dividend payout following the results of the first half of 2006 as August 25, 2006.

3. Specify the date of drawing up the list of individuals entitled to receive dividends following the results of the first half of 2006 as August 25, 2006.

 

Voting results:

"For" - 10 (B. I. Ayuev, V. A. Zubakin, D. V. Ponomarev, A. N. Rappoport, V. Yu. Sinyugin, Ya. M. Urinson, R. Z. Khamitov, D. Khern, A. B. Chubais, P. Endsjo)

"Against" - 0

"Abstained" - 0

Decision made.

Matter 3: Approving the adjusted values of annual and quarterly key performance indicators (KPI) of JSC HydroOGK for 2006.

 

Decision:

Approve the adjusted values of annual and quarterly key performance indicators (KPI) of JSC HydroOGK for 2006 (Appendix 2).

 

Voting results:

"For" - 9 (B. I. Ayuev, V. A. Zubakin, D. V. Ponomarev, A. N. Rappoport, V. Yu. Sinyugin, Ya. M. Urinson, R. Z. Khamitov, A. B. Chubais, P. Endsjo)

"Against" - 1 (D. Khern)

"Abstained" - 0

Decision made.

 

 

Matter 4: Procedure for implementation of transactions which may entail liabilities for JSC HydroOGK expressed in a foreign currency (or obligations whose value is pegged to a foreign currency).


Decision:

1. In order to mitigate exchange risk establish that the Board of Directors of JSC HydroOGK must preliminarily approve any contracts to be concluded by the company (credit facility agreements, loan agreements, delivery, contractor and services agreements etc) which may entail liabilities for JSC HydroOGK expressed in a foreign currency (or obligations whose value is pegged to a foreign currency) to the amount exceeding 500,000 (five hundred thousand) US dollars (or its equivalent).

2. Establish that the mentioned matter must be submitted for consideration by the Board of Directors of JSC HydroOGK in case a transaction (transactions) are not subject to preliminary approval by the company's Board of Directors for some other reasons provided for by the company's Articles of Association and internal documents.

 

Voting results:

"For" - 10 (B. I. Ayuev, V. A. Zubakin, D. V. Ponomarev, A. N. Rappoport, V. Yu. Sinyugin, Ya. M. Urinson, R. Z. Khamitov, D. Khern, A. B. Chubais, P. Endsjo)

"Against" - 0

"Abstained" - 0

Decision made.

 

 

Matter 5: Approval of the Provision on investment activity of JSC HydroOGK.


Decision:

1. Approve the Provision on investment activity of JSC HydroOGK (Appendix 3).

2. Make the Provision on investment activity of JSC HydroOGK effective as of Jan 1, 2007.


Voting results:

"For" - 9 (B. I. Ayuev, V. A. Zubakin, D. V. Ponomarev, A. N. Rappoport, V. Yu. Sinyugin, Ya. M. Urinson, R. Z. Khamitov, A. B. Chubais, P. Endsjo)

"Against" - 1 (D. Khern)

"Abstained" - 0

Decision made.

 

 

Matter 6: Determination of fee for the company's auditor services.


Decision:

1. Determine that a fee for services of the company's auditor equals 14,000,000 (fourteen million) rubles (excluding VAT).

2. Instruct the chairman of the Management Board of the company to conclude a contract with the company's Auditor - CJSC PricewaterhouseCoopers Audit (license No. Е 000376) within 30 (thirty) days from the date of adopting the present decision.

 

Voting results:

"For" - 10 (B. I. Ayuev, V. A. Zubakin, D. V. Ponomarev, A. N. Rappoport, V. Yu. Sinyugin, Ya. M. Urinson, R. Z. Khamitov, D. Khern, A. B. Chubais, P. Endsjo)

"Against" - 0

"Abstained" - 0

Decision made.

 

 

Matter 7: Aid provided by the company.


Decision:

1. Establish that a total amount of the company's expenses related to charitable purposes is determined by a resolution of the company's Board of Directors in the course of approval of the company's business plan for the next year.

2. Allow V. Yu. Sinyugin, Chairman of the company's Management Board, to finance charitable activities within the limits of the company's business plan approved for the next year.

3. Should the limit of monetary assets for charitable purposes specified by the company's approved business plan be exceeded then the company's Board of Directors makes a decision on the corresponding charitable contribution.

4. Instruct the Chairman of the company's Management Board V. Yu. Sinyugin to:

4.1. Submit a report on charity and sponsorship activity of the company for consideration by the Board of Directors.

4.2. Submit the Charity and Sponsorship Programme for 2007 for consideration by the company's Board of Directors by Dec 31, 2006.


Voting results:

"For" - 10 (B. I. Ayuev, V. A. Zubakin, D. V. Ponomarev, A. N. Rappoport, V. Yu. Sinyugin, Ya. M. Urinson, R. Z. Khamitov, D. Khern, A. B. Chubais, P. Endsjo)

"Against" - 0

"Abstained" - 0

Decision made.

 

 

Matter 8: Introduction of amendments to the Resolution on the issue (additional issue) of the company's securities and approval of amendments and (or) supplements to the resolution on the issue (additional issue) and (or) the prospectus.


Decision:

1. Make the following amendments to the Resolution on the Issue (additional issue) of Securities of Open Joint Stock Company Federal Hydro-Generating Company registered by the Federal Service for Financial Markets of Russia on March 21, 2006 No. 1-01-55038-Е-001D:


The text of the revised Resolution on issue (additional issue) of securities.

"8. Conditions and procedure for offering issued securities (additional issue):

8.2. Term of securities offering:

The commencement date of securities offering: from the moment of state registration of the resolution on issue (additional issue) of securities.

The end date of securities offering: September 30, 2006".


The text of new amendments to the Resolution on issue (additional issue) of securities:

"8. Conditions and procedure for offering issue securities (additional issue):

8.2. Term of securities offering:

The commencement date of securities offering: from the moment of state registration of the resolution on the issue (additional issue) of securities.

The end date of securities offering: November 30, 2006".

 

2. Approve amendments and (or) supplements to the resolution on the issue (additional issue) and (or) the prospectus (Appendix 4).

 

Voting results:

"For" - 10 (B. I. Ayuev, V. A. Zubakin, D. V. Ponomarev, A. N. Rappoport, V. Yu. Sinyugin, Ya. M. Urinson, R. Z. Khamitov, D. Khern, A. B. Chubais, P. Endsjo)

"Against" - 0

"Abstained" - 0

Decision made.

 

 

Matter 9: Approval of contract terms with the Chairman of the Management Board of the company.


Decision:

1. Approve the Provision on material incentives for the Chairman of the company's Management Board as amended (Appendix 5) and determine that it applies to relations started from Jan 1, 2006.

2. Approve the Provision on Bonuses and Compensation (social package) to the Chairman of the Management Board of JSC HydroOGK as amended (Appendix 6).

 

Voting results:

"For" - 9 (B. I. Ayuev, V. A. Zubakin, D. V. Ponomarev, A. N. Rappoport, V. Yu. Sinyugin, Ya. M. Urinson, R. Z. Khamitov, A. B. Chubais, P. Endsjo)

"Against" - 0

"Abstained" - 1 (D. Khern)

Decision made.

 

 

Matter 10: Change of the number of the company's Management Board members and election of a member of the company's Management Board.


Decision:

1. Establish membership of the Management Board consisting of eight individuals.

2. Elect the following person as members of the company's Management Board from September 1, 2006. Vasily Aleksandrovich Zubakin.

3. Authorise the chairman of the company's Management Board, Vyacheslav Yuryevich Sinyugin, to set out the terms and conditions of the labour contract with Vasily Aleksandrovich Zubakin, Member of the company's Management Board and sign the mentioned labour contract on behalf of the company.

 

Voting results:

"For" - 10 (B. I. Ayuev, V. A. Zubakin, D. V. Ponomarev, A. N. Rappoport, V. Yu. Sinyugin, Ya. M. Urinson, R. Z. Khamitov, D. Khern, A. B. Chubais, P. Endsjo)

"Against" - 0


"Abstained" - 0

Decision made.

 

 

Matter 11: Nomination of candidates by the company for their election to the management and supervisory bodies of organisations in which the company participates.


Decision:

1. Nominate the following candidates of the company's representatives for election to the Board of Directors of JSC SC Cheboksarskaya HPP:

Full name of candidate

Job position

Dmitry Vladimirovich Ustyugov

Head of the Legal Directorate,

JSC HydroOGK

Evgeny Valeryevich Druzyaka

Head of the Target Communications Department, JSC HydroOGK

Pavel Borisovich Popov

Advisor to the General Director,

JSC MC HydroOGK

Elena Lvovna Redkina

Advisor to the General Director,

JSC MC HydroOGK

Andrey Yuryevich Teplov

Head of the Property and Business Processes Department, JSC MC HydroOGK

Vadim Sergeevich Pushkarev

Deputy Head of the Corporate Management Department,

JSC MC HydroOGK

Nataliya Grigoryevna Boyko

Head of the Markets Department attached to the Corporate Management Centre of JSC RAO UES of Russia


2. Nominate the following candidates of the company's representatives for election to the Board of Directors of JSC ESKO UES:

Denis Vladislavovich Gataulin

Head of Corporate Audit and Financial Control Management attached to the Property and Business Processes Department, JSC MC HydroOGK

Valentina Michailovna Drozdova

Head of the Finance Department - Deputy General Director for economy and finances JSC ESCO UES

Artem Vladislavovich Lukashov

Principle Expert of the Property and Business Processes Department, JSC MC HydroOGK

Irina Vasilyevna Mikhno

Department Deputy Head -Head of the Internal Audit Department under the supervision of the Corporate Centre

JSC RAO UES of Russia

Vitaly Alexandrovich Nikitin

Principle Specialist of the Corporate Management Shareholders' Interaction Department attached to the Corporate Centre

JSC RAO UES of Russia


3. Nominate the following candidates of JSC HydroOGK's representatives for election to the Board of Directors of JSC Boguchanskaya HPP:

Denis Vladislavovich Gataulin

Head of Corporate Audit and Financial Control Management attached to the Property and Business Processes Department, JSC MC HydroOGK

Irina Aleksandrovna Grin

Principle Expert of the Corporate Management Department of JSC MC HydroOGK

Sergey Vladimirovich Kaluzhanov

Senior Specialist of the Economic Security and Regime Department attached to the Corporate Centre

JSC RAO UES of Russia

Artem Vladislavovich Lukashov

Principle Expert of the Property and Business Processes Department, JSC MC HydroOGK

Irina Vasilyevna Mikhno

Deputy Head of the Internal Audit Department under the supervision of the Corporate Centre

JSC RAO UES of Russia



4. Nominate the following auditor candidate to be approved at the Extraordinary General Shareholders' meeting of JSC ESKO UES:

CJSC Joint-Stock Audit Company Auditinform (Moscow, license No. Е 003505).


5. Nominate the following auditor candidate to be approved at the Extraordinary General Shareholders' Meeting of JSC Boguchanskaya HPP:

CJSC Joint-Stock Audit Company Auditinform (Moscow, license No. Е 003505).

 

Voting results:

"For" - 10 (B. I. Ayuev, V. A. Zubakin, D. V. Ponomarev, A. N. Rappoport, V. Yu. Sinyugin, Ya. M. Urinson, R. Z. Khamitov, D. Khern, A. B. Chubais, P. Endsjo)

"Against" - 0

"Abstained" - 0

Decision made.

 

 

Matter 12: Determination of the company's (company's representatives) opinion regarding the agenda issues of the Board of Directors meetings and General Shareholders' Meetings of subsidiaries and affiliates.


Decision:

1. Instruct the company's representatives on the Board of Directors of JSC Dagestan Regional Generation Company to vote FOR inclusion of the following matter on the agenda of the Annual General Shareholders' Meeting:

- Transfer of powers to a controlling organisation to function as the company's sole executive body.


2. Instruct the company's representatives on the Board of Directors of JSC Stavropol Electricity Generating Company to vote FOR inclusion of the following matter on the agenda of the General Shareholders' Meeting:

- Approval of an interested-party transaction connected with amendments to the contract on transfer of powers of the sole executive body of JSC Stavropol Electricity Generating Company (No. 13 dated Oct 3, 2005).

 

3. To commit a task to JSC RusHydro's representatives in JSC ESKO UES' Board of Directors to vote FOR inclusion of the following matter on the agenda of the Annual General Shareholders' Meeting of JSC ESKO UES:

- Election of members of the Audit Commission of the company;

- Approval of the company's auditor;

- Approval of the Procedure on the order of preparation of the General Shareholders' Meeting of the company;

- Approval of the Provision on the Procedure for Convening and Running the company's Board of Directors' Meetings;

- Approval of the Provision on the company's Audit Commission;

- Payment of remuneration and compensation to the members of the Board of Directors of the company;

- Payment of remuneration and compensation to the members of the Audit Commission of the company.

 

4. Instruct the company's representatives on the Board of Directors of CJSC Boguchanskaya HPP to vote FOR inclusion of the following matters on the agenda of the General Shareholders' Meeting of CJSC Boguchanskaya HPP:

- Election of members of the Audit Commission of the company;

- Approval of the company's auditor;

- Approval of the Procedure on the order of preparation of the General Shareholders' Meeting of the company;

- Approval of the Provision on the Procedure for Convening and Running the company's Board of Directors' Meetings;

- Approval of the Provision on the company's Audit Commission;

- Payment of remuneration and compensation to the members of the Board of Directors of the company;

- Payment of remuneration and compensation to the members of the Audit Commission of the company.

 

5. Instruct the company's representatives at the General Shareholders' Meetings of JSC ESKO UES and CJSC Boguchanskaya HPP to vote FOR approval of the companies' internal document determining the order of payment of fees and compensation to the members of the Board of Directors and the Audit Commissions pursuant to Appendix 7 and 8.

 

6. Instruct the company's representatives on the Board of Directors of JSC B. E. Vedeneev VNIIG to vote FOR inclusion of the following matters on the agenda of the General Shareholders' Meeting of JSC B. E. Vedeneev VNIIG:

- Approval of the company's Articles of Association as amended;

- Approval of the Procedure on the order of preparation and running of the General Shareholders' Meeting of the company;

- Early termination of powers and election of members of the company's Board of Directors.

 

7. Instruct the company's representatives on the Board of Directors of JSC NIIES to vote FOR inclusion of the following matters on the agenda of the Annual General Shareholders' Meeting of JSC NIIES:

- Approval of the company's Articles of Association as amended;

- Approval of the Procedure on the order of preparation of the Annual General Shareholders' Meeting of the company;

- Early termination of powers and election of members of the company's Board of Directors.

 

8. Instruct the company's representatives on the Board of Directors of JSC Cheboksarskaya HPP to vote FOR inclusion of the following matters on the agenda of the General Shareholders' Meeting of Cheboksarskaya HPP:

- Approval of the company's Articles of Association as amended;

- Approval of the Procedure on the order of preparation of the General Shareholders' Meeting of the company;

- Early termination of powers and election of members of the company's Board of Directors.

 

9. Instruct the representatives of JSC HydroOGK on the Boards of Directors of JSC NIIES, JSC B. E. Vedeneev VNIIG and Cheboksarskaya HPP to vote FOR making amendments and supplements to the Articles of Association of these companies (approving the Articles of Association as amended) connected with the changed number of shareholders and amended Federal Law On Joint-Stock Companies.


10. Instruct the company's representatives on the Board of Directors of JSC Sulakenergo to vote FOR inclusion of the following matter on the agenda of an General Shareholders' Meeting of JSC Sulakenergo:

- Approval of a purchase and sale contract between JSC Sulakenergo and JSC HydroOGK as an interested party transaction.

 

Voting results:

"For" - 9 (B. I. Ayuev, V. A. Zubakin, D. V. Ponomarev, A. N. Rappoport, V. Yu. Sinyugin, Ya. M. Urinson, R. Z. Khamitov, A. B. Chubais, P. Endsjo)

"Against" - 0

"Abstained" - 0

D. Khern, member of the Board of Directors, did not take part in voting on the matter.

Decision made.

 

Questionnaires of the members of the Board of Directors are attached.

 

 

 

Deputy Chairman of the Board of Directors                                                    A. B. Chubais

 

Secretary of the Board of Directors                                                              V. S. Pushkarev

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