Minutes of 21.02.2006 №15

MINUTES No. 15

OF THE BOARD OF DIRECTORS MEETING

 

Date and time of vote counting:                                      February 21, 2006, 6 p.m.

                                                                                  (Moscow time)

Form of vote:                                                               by questioning

Site of vote counting:                                                    Moscow, Vernadskogo Prospect, 101, bld. 3

Number of elected members of the Board of Directors:      11

Members of the Board of Directors present at meeting:      Viktor Borisovich Khristenko

                                                                                  Anatoly Borisovich Chubais

                                                                                  Vyacheslav Yuryevich Sinyugin

                                                                                  Andrey Natanovich Rappoport

                                                                                  Vasily Aleksandrovich Zubakin

                                                                                  Dmitry Valeryevich Ponomarev

                                                                                  David Aleksander Khern

                                                                                  Aivaras Abromavichus



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. Approval of the Provision on technical policy of JSC HydroOGK.

2. On approval of  the updated values of the annual key performance indicators of the company for 2005.

3. Approval of the company's adjusted business plan for 2005.

4. On approval of the key performance indicators of the JSC HydroOGK for 2006.

5. Approval of the dividend policy standard of JSC HydroOGK in relation to its subsidiaries and affiliates.

6. Amending the Provision on material incentives for the Chairman of the Management Board of the company.

7. Participation of the company in non-profit partnership Russian-Chinese Business Council.

8. On nomination of candidates by the company for their election to the management and control bodies of the companies in which the company participates.

9. Holding more than one position by members of the Management Board in management bodies of other organizations as well as other paid office in other organizations.

10. On determination of the company's (company's representatives) opinion regarding the issues in agendas of the Board of Directors' meetings and General Meetings of subsidiaries' and affiliates' shareholders.

 

RESULTS OF VOTING ON AGENDA:

 

Matter 1: Approval of the Provision on technical policy of JSC HydroOGK.

Decision:

Approve the Provision on technical policy of JSC HydroOGK according to Appendix 1.

 

Voting results:


"For" - 6 (V. B. Khristenko, A. B. Chubais, V. Yu. Sinyugin, A. N. Rappoport, V. A. Zubakin, D. V. Ponomarev)

"Against" - 0

"Abstained" - 2 (D. Khern, A. Abromavichus)

Decision made.


Matter 2: On approval of the updated values of the annual key performance indicators of the company for 2005.

 


Decision:

Approve the adjusted value of the company's ROE key performance indicator for 2005 - 2.58 per cent.

 

Voting results:

"For" - 6 (V. B. Khristenko, A. B. Chubais, V. Yu. Sinyugin, A. N. Rappoport, V. A. Zubakin, D. V. Ponomarev)

"Against" - 2 (D. Khern, A. Abromavichus)

"Abstained" - 0

Decision made.


Matter 3: Approval of the company's adjusted business plan for 2005.


Decision:

Approve the adjusted business-plan of JSC HydroOGK for 2005 (Appendix 2) with the following values.

1. Key performance indicators:

- ROE: 2.59%;

- Sales revenue: 0 thousand rubles;

- Production cost: 105,000 thousand rubles;

- Revenues from participation in other organizations: 721,696 thousand rubles;

- Overhead costs: 25,245 thousand rubles;

- Net profit: 595,696 thousand rubles;

2. Planned distribution of the company's profit according to the results of 2005.

- Dividends: 565,911 thousand rubles (including a block of shares of JSC RAO UES of Russia: 565,911 thousand rubles);

- Reserve fund: 29,785 thousand rubles.


Voting results:

"For" - 6 (V. B. Khristenko, A. B. Chubais, V. Yu. Sinyugin, A. N. Rappoport, V. A. Zubakin, D. V. Ponomarev)

"Against" - 2 (D. Khern, A. Abromavichus)

"Abstained" - 0


Decision made.


Matter 4: On approval of the key performance indicators of the JSC HydroOGK for 2006.

 

Decision:

1. Approve the target values of annual and quarterly key performance indicators (KPI) of JSC HydroOGK for 2006 in accordance with Appendix 3.

2. Take note of significant risk resulting in a failure to meet the KPI target values which is connected with the implementation of a new model of the wholesale electricity market since 01.04.2006 and with actual water content in the Volzhsko-Kamskiy Cascade.

3. The Chairman of the Management Board of JSC HydroOGK V. Yu. Sinyugin, is to submit the adjusted KPI targets for consideration by the Management Board of JSC RAO UES of Russia in case circumstances specified in clause 2 arise.

 

Voting results:


"For" - 6 (V. B. Khristenko, A. B. Chubais, V. Yu. Sinyugin, A. N. Rappoport, V. A. Zubakin, D. V. Ponomarev)

"Against" - 0

"Abstained" - 2 (D. Khern, A. Abromavichus)

Decision made.

 

Matter 5: Approval of the dividend policy standard of JSC HydroOGK in relation to its subsidiaries and affiliates.

Decision:

1. Approve the dividend policy standard of JSC HydroOGK in relation to its subsidiaries and affiliates (hereinafter referred to as the Standard) according to Appendix 4.

2. Approve the standard values of K1, K2, K3 criteria specified in the dividend calculation guidelines of JSC HydroOGK's subsidiaries and affiliates (Appendix to the Standard) in order to plan and distribute dividends, following the results of activities performed by JSC HydroOGK's subsidiaries and affiliates in 2005: K1 criterion = 0.17; K2 criterion = 0.7; K3 criterion = 0.4.

 

 

Voting results:

"For" - 7 (V. B. Khristenko, A. B. Chubais, V. Yu. Sinyugin, A. N. Rappoport, V. A. Zubakin, D. V. Ponomarev, D. Khern)

"Abstained" - 1 (A. Abromavichus)

"Abstained" - 0

Decision made.


Matter 6: Amending the Provision on Material Incentives for the Chairman of the Management Board of the company.

Decision:

1. Make the following amendments to the Provision on Material Incentives for the Chairman of the Management Board of JSC HydroOGK (approved by the resolution of the Board of Directors of JSC HydroOGK minutes No. 9, dated 12.08.2005):  

1.1. In clauses 2.2, 2.3, 2.4, 7.5, 7.6, note 3 the words "Board of Directors" shall be supplemented to read as follows "or the person authorized to determine the terms and conditions of a labour contract with the Chairman of the company's Management Board".

1.2. The paragraph of clause 3.7 after table three in appendix to the Provision on Material Incentives for the Chairman of the Management Board of JSC HydroOGK shall be amended to read as follows.

"Where NP - net profit determined as net profit of the current reporting period (a sum of lines "Net profit" (undistributed profit (or loss) of the current reporting period" of form No. 2 in the accounting statement "Profit and Loss Report" of managed companies).

In case the head of JSC HydroOGK holds a senior managerial position in a management company that acts as the sole executive body in a number of subsidiaries and affiliates of JSC HydroOGK then NP is determined as a sum of lines "Net profit" (undistributed profit (or loss) of the current reporting period" of form No. 2 in the accounting statement "Profit and Loss Report" of those managed companies in relation to which powers of the sole executive body were not transferred to a management company".

1.3. Clause 3.9 shall be renumbered to be clause 3.8 and the text "Special bonuses specified in clause 3.8" shall be amended as follows; "Special bonuses specified in clause 3.7".2 Amendments in clause 1 of the present decision shall be made effective from the moment of making the Provision on material incentives for the Chairman of the Management Board of JSC HydroOGK effective as of 01.02.2005.

 

 

Voting results:

"For" - 8 (V. B. Khristenko, A. B. Chubais, V. Yu. Sinyugin, A. N. Rappoport, V. A. Zubakin, D. V. Ponomarev, D. Khern, A. Abromavichus)

"Against" - 0

"Abstained" - 0


Decision made.


Matter 7: Participation of the company in non-profit partnership Russian-Chinese Business Council.


Decision:

Approve the company's participation in Non-Profit Partnership Russian-Chinese Business Council under the following essential terms:

- admission fee amount - 300 000 (three hunbred thousand) rubles;

- form of admission fee payment - monetary assets;

- procedure of admission fee payment - within 15 days from the date the Board of Directors of Non-Profit Partnership Russian-Chinese Business Council made a decision to accept JSC HydroOGK as a member of the Partnership. 

- amount and procedure of annual membership fee payment is established according to the decision made by the General Meeting of the Partnership Members of Russian-Chinese Business Council.

 

 

Voting results:

"For" - 7 (V. B. Khristenko, A. B. Chubais, V. Yu. Sinyugin, A. N. Rappoport, V. A. Zubakin, D. V. Ponomarev, A. Abromavichus)

"Against" - 0

"Abstained" - 1 (D. Khern)

Decision made.



Matter 8: On nomination of candidates by the company for their election to the management and control bodies of the companies in which the company participates


Decision:

1. To nominate the representatives of JSC HydroOGK for election to the Boards of Directors of JSC HydroOGK's subsidiaries and affiliates (hereinafter referred to as SA) pursuant to Appendix 5.

2. To nominate the representatives of JSC HydroOGK for election to the Audit Commissions of JSC HydroOGK's SA pursuant to Appendix 6.

3. Nominate the candidates of auditors as per Appendix 7 for election at the annual general shareholders' meetings of JSC HydroOGK's SA.

 

Voting results:

"For" - 8 (V. B. Khristenko, A. B. Chubais, V. Yu. Sinyugin, A. N. Rappoport, V. A. Zubakin, D. V. Ponomarev, D. Khern, A. Abromavichus)

"Against" - 0

"Abstained" - 0


Decision made.


 

Matter 9: Holding more than one position by members of the Management Board in management bodies of other organizations as well as other paid office in other organizations.

 

Decision:

Approve the Chairman of the company's Management Board Vyacheslav Yuryevich Sinyugin to hold a position on the Board of Directors of CJSC Energy Market:

 

 

Voting results:

"For" - 8 (V. B. Khristenko, A. B. Chubais, V. Yu. Sinyugin, A. N. Rappoport, V. A. Zubakin, D. V. Ponomarev, D. Khern, A. Abromavichus)

"Against" - 0

"Abstained" - 0

Decision made.

 

Matter 10: On determination of the company's (company's representatives) opinion regarding the issues in agendas of the Board of Directors' meetings and General Meetings of subsidiaries' and affiliates' shareholders.


Decision:

1.1. Instruct the company's representatives in the Board of Directors of JSC MC HydroOGK to vote "FOR" inclusion of the following matter into the agenda of the annual General Shareholders' Meeting of MC HydroOGK:

Introduction of amendments to the company's Articles of Association (approval of the Articles of Association as amended).

1.2. Instruct the company's representatives in the General Shareholders' Meeting of JSC MC HydroOGK to vote FOR introduction of amendments and supplements to the Articles of Association of JSC MC HydroOGK connected with changed location of JSC MC HydroOGK (former location - Nizhny Novgorod, new location - Moscow).

2.1. In order to reduce expenses of SA of JSC HydroOGK connected with payment of bonuses to the members of the Boards of Directors it is expedient not to pay bonuses to the members of the SA's Boards of Directors on the results of 2005 financial year as well as on the results of interim dividend payout in 2006;

2.2. Instruct the company's representatives in the Board of Directors of SA to vote FOR inclusion of the following matter into the agenda of the General Shareholders' Meeting:Procedure of bonus payments to the members of the company's Board of Directors.

3. Instruct the representatives of JSC HydroOGK in the Boards of Directors of its subsidiaries and affiliates of JSC HydroOGK to vote FOR the approval of insurance companies selected on a tender basis to conclude insurance contracts with in 2006 according to Appendix 8.

 

Voting results:

"For" - 8 (V. B. Khristenko, A. B. Chubais, V. Yu. Sinyugin, A. N. Rappoport, V. A. Zubakin, D. V. Ponomarev, D. Khern, A. Abromavichus)

"Against" - 0

"Abstained" - 0

Decision made.


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

 



Chairman of the Board of Directors                                   V. B. Khristenko


Secretary of the Board of Directors                                   V. S. Pushkarev

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