Minutes of 22.12.2011 №142

MINUTES No. 142

OF THE BOARD OF DIRECTORS MEETING

 

Date and time of the Board of Directors Meeting (date and time of vote counting):  

  December 19, 2001, 6.00 p.m.

  (Moscow time).

The minutes dated:

  December 22, 2011.

 

Form of vote:

  absentee vote.

Site of vote counting:

  Moscow, Arkhitektora Vlasova Str., 51

 

 

Number of elected members of the Board of Directors:

  13

Members of the Board of Directors present at meeting:        

 

 

  V. I. Danilov-Danilyan,

 

  E. V. Dod,

 

  V. M. Zimin,

 

  B. Yu. Kovalchuk,

 

  V. V. Kudryavy,

 

  G. M. Kurtser,

 

  A. B. Malyshev,

 

  M. I. Poluboyarinov,

 

  V. V. Tatsy,

 

  R. R. Sharipov,

 

  S. V. Shishin

 

 

In compliance with the 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 MEETING:

 

1. Approval of the company's Insurer for 2012.

2. Approval of the insurance coverage programme of JSC RusHydro for 2012.

3. Approval of the company's transactions.

4. Charity and sponsorship programme of the company for 2011.

5. Intermediate results of the execution of the company's business plan for 2011 with due account for the nine months of 2011 (including the Investment Programme implementation report for the nine months of 2011).

6. Approving the list of key performance indicators of JSC RusHydro for 2012.

7. A procedure of target price calculation for purchased goods (works, services). which are to be used for procurement activities related to the production and investment programmes of JSC RusHydro.

8. Determination of JSC RusHydro's position (JSC RusHydro's representatives) on the agenda matters handled by the management bodies of business entities' subsidiaries and affiliates.

 

 

RESULTS OF VOTING ON THE AGENDA MATTERS:

 

Matter 1: Approval of the company's Insurer for 2012.

 

Decision:

Approve the following insurance companies for securing insurance coverage of JSC RusHydro so that the company may conclude insurance contracts with in 2012: 

 

N

Type of insurance

Insurer

11.

Insurance of property including constructions in progress against all risks

  JSC SOGAZ

  Address: 107078, Moscow,

  Akademika Sakharova Prospect 10

22.

Insurance of construction and erection works including public liability insurance against injurious actions due to deficiencies in construction works

  OJSIC Ingosstrakh

  Address: 117997, Moscow,

  Pyatnitskaya st. 12, building 2

33.

Voluntary health insurance for company employees

  JSC SK ROSNO:

  Address: 115184, Moscow, Ozerkovskaya embankment, 30

44.

Accident and illness insurance for Company employees

  JSC SK ROSNO:

  Address: 115184, Moscow, Ozerkovskaya embankment, 30

55.

Public liability insurance of an owner operating dangerous industrial facilities against an emergency at a dangerous industrial facility as well as public liability insurance against terrorist acts within the fuel and energy complex

  JSC AlfaStrakhovanie

  Address: Moscow, Shabolovka st.31,  building

66.

Public liability insurance of transport
means owners

  JSC SOGAZ

  Address: 107078, Moscow,

  Akademika Sakharova Prospect, 10

77.

Company's vehicle insurance

  JSC SOGAZ

  Address: 107078, Moscow,

  Akademika Sakharova Prospect 10

88.

Company's water transport means insurance

  OJSIC Ingosstrakh

  Address: 117997, Moscow, Pyatnitskaya st, 12, building  2

99.

Public liability insurance of members of management bodies and Officers of the
Company before third parties and the Company

  OJSIC Ingosstrakh

  Address: 117997, Moscow, Pyatnitskaya st, 12, building  2

 

Voting results:

"For" - 11 (V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

Matter 2: Approval of the insurance coverage programme of JSC RusHydro for 2012.

 

Decision:

Approve the insurance coverage programme of JSC RusHydro for 2012 according to Appendix 1.

 

Voting results:

"For" - 11 (V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

Matter 3: Approving the company's transactions:

 

3.1. Approving transactions concluded between JSC RusHydro and JSC SK ROSNO representing an interested party transaction.

 

Decision:

1. Specify that the price limit (monetary value) of services to be rendered under a voluntary medical insurance contract (hereinafter referred to as VMI contract), concluded between JSC RusHydro and JSC SK ROSNO, representing an interested party transaction, amounts to 47,338,748 (forty-seven million, three hundred, thirty-three thousand, seven hundred and forty-eight) rubles 42 kopeks, VAT excluded.

2. Approve this VMI contract as an interested-party transaction on the following essential terms:

Parties to Contract:

Insured party - JSC RusHydro;

Insurer - JSC SK ROSNO.

Subject of VMI Contract:

Pursuant to the voluntary medical insurance regulations provided that the Insured party pays the Insurer a fee (insurance premium) stipulated in the Contract and the Insurer shall arrange and pay the Insured party for medical services in case of an insured accident under the voluntary medical insurance programme (hereinafter referred to VMI services).

Insured individuals:

The Insured party's employees and other individuals included in the lists of insured individuals submitted by the Insured party to the Insurer.

Insurance object:

Property interests of the Insured individuals connected with medical aid, taking to a hospital and any other aid in case of an insured accident.

Insured accident:

Individual person's recourse to a medical institution included in the list of medical institutions provided for by the insurance contract to obtain medical (therapeutic, diagnostic, consulting, restorative, health-improving aid including immunologic prophylaxis and therapy etc) and any other (including medical and social) aid in accordance with conditions and terms of the insurance contract and the insurance coverage programme creating a situation where the Insurer has to pay for medical and any other related services.

The sum of insurance:

- against risks of expenses on outpatient and ambulatory treatment - 2,250,000 rubles;

- against risks of expenses for hospital care - 600,000 rubles;

- against risks of expenses on medical aid and taking to a hospital while staying abroad - 100,000 US dollars, but not less than 3,000,000 rubles.

Price limit of VMI Services:

47,338,748 (forty-seven million, three hundred thirty-three thousand, seven hundred and forty-eight) rubles 42 kopeks, VAT excluded.

Effective Period of VMI Contract:

Commencement date is 01.01.2012, completion date is 31.12.12.

 

Voting results:

"For" - 10 (V. I. Danilov-Danilyan, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov,
S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

In accordance with clause 3 of Article 83 of the Federal Law On Joint-Stock Companies, the decision on this matter is made by the company's Board of Directors by a majority vote of independent directors, uninterested in the settlement of the transaction.

When drawing up the results of voting on this matter, vote of members of the Board of Directors of JSC RusHydro E. V. Dod, is not taken into account, in compliance with Article 81 of the Federal law Joint-Stock companies, as he is regarded to be a transaction interested party, for members of the company's Management Board as well as members of their families are insured individuals/beneficiaries under the voluntary medical insurance contract.

 

Decision made.

 

3. Specify that the price limit (monetary value) of services to be rendered under a voluntary collective insurance contract (hereinafter referred to as the VCI contract), concluded between JSC RusHydro and JSC SK ROSNO, representing an interested party transaction, amounts to 4,214,727 (four million, two hundred, fourteenthousand, seven hundred and twenty-seven) rubles 60 kopeks, VAT excluded.

4. Approve this VCI contract as an interested-party transaction on the following essential terms:

Parties to Contract:

Insured party - JSC RusHydro;

Insurer - JSC SK ROSNO.

Subject of VCI Contract:

The Insurer undertakes to pay an insurance compensation to an Insured individual or any beneficiary specified in the Contract in case of events specified in the Contract, regardless of sums due to them under other insurance contracts as well as under mandatory employee insurance, social security and compensation for harm.

Insured individuals:

The Insured party's employees included in the lists of insured individuals submitted by the Insured party to the Insurer.

Beneficiaries:

Insured individuals, other persons referred to as Beneficiaries agreed in writing with an Insured individuals, in case of death of an Insured individuals - their successors having the right to receive insurance payments in case of an insured event.

Insurance object:

Property interests connected with harm to life, health of citizens not contradicting with the legislation of the Russian Federation.

Insured accident:

UUUnexpected, unavoidable events (covered risks) occurring that cannot be foreseen by an Insured individual in accordance with the Insurance contract and resulting in the Insurer's liability to pay an insurance compensation to a Insured individual (or a Beneficiary).

Covered risks:

- Partial loss of an Insured individual's capacity to work as a result of an accident.

- Permanent complete loss of an Insured individual's capacity to work as a result of an accident.

- Permanent complete loss of an Insured individual's total capacity to work as a result of natural cause.

- Insured individual's death as a result of an accident.

- Insured individual's death as a result of natural cause.

- Injuries.

The sum of insurance:

According to Appendix 2.

Price limit of VCI Services:

4,214,727 (four million, two hundred fourteen thousand, seven hundred and twenty-seven) rubles 60 kopecks, VAT excluded.

Effective Period of VCI Contract:

Commencement date is 01.01.2012, completion date is 31.12.12.

 

Voting results:

"For" - 10 (V. I. Danilov-Danilyan, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov,
S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

In accordance with clause 3 of Article 83 of the Federal Law On Joint-Stock Companies, the decision on this matter is made by the company's Board of Directors by a majority vote of independent directors, uninterested in the settlement of the transaction.

When drawing up the results of voting on this matter, vote of members of the Board of Directors of JSC RusHydro E. V. Dod, is not taken into account, in compliance with Article 81 of the Federal Law On Joint-Stock Companies, as he is regarded to be a transaction interested party, for members of the company's Management Board as well as members of their families are insured individuals/beneficiaries under the voluntary collective insurance against accidents and illness.

 

Decision made.

 

3.2. Transactions connected with transfer of property without compensation.

 

Decision:

Approve conclusion of the Contract for transfer of a hydro-meteorological station into free use and submission of hydro-meteorological information concluded between JSC RusHydro and Federal Budgetary Institution the Amur Regional Centre of Hydrometeorology and Environmental Monitoring, the subject of which is transfer of property (rights to possession) without compensation to third parties on the following terms:

Parties to Contract:

Customer - JSC RusHydro;

Executor - Federal Budgetary Institution Amur Regional Centre of Hydrometeorology and Environmental Monitoring.

Subject of Contract:

The Executor shall provide the Customer with specialised meteorological information in accordance with the memorandum of agreement for specialised meteorological services as well as in accordance with the technical requirements for provision of specialised meteorological information.

The Customer shall transfer movable property (Appendix 3) to the Executor for temporary use in order to provide the Customer with meteorological information.

Cost of services to be rendered under the Contract:

511,511 (five hundred and eleven thousand, five hundred and eleven) rubles 12 kopecks, including VAT (18 per cent) - 78,027 (seventy-eight thousand, twenty-seven) rubles 12 kopecks.

Balance (depreciated) cost of the Property to be transferred:

5,827,185 (five million, eight hundred and twenty-seven thousand, one hundred and eighty-five) rubles 99 kopecks.

Effective Period of Contract:

From January 01, 2012, to December 31, 2012.

 

Voting results:

"For" - 11 (V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk,
V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

3.3. Approving a lease contract concluded between JSC RusHydro and JSC SO UES representing an interested party transaction.

 

Decision:

1. Specify that monthly rental value under contract for non-residential premises rent between JSC RusHydro and JSC SO UES equals 2,168 (two thousand one hundred and sixty-eight) rubles 31 kopecks, including VAT (18 per cent) - 330 (three hundred and thirty) rubles 76 kopecks. Total rental payment for the whole effective period of the contract amounts to 23,851 rubles (twenty-three thousand,  eight hundredand fifty-one) rubles 41 kopeks (including VAT 18 per cent) that does not exceed 2 per cent of the balance sheet assets of JSC RusHydro.

2. Approve a lease contract between JSC RusHydro and JSC SO UES representing an interested party transaction on the following essential terms:

Parties to Contract:

Lessee - JSC SO UES;

Lessor - JSC RusHydro.

Subject of Contract:

Under the contract the Lessor provides and the Lessee takes into temporary possession and use at a charge non-residential (office) premises 18.30 sq.m in the area located at the address: Samara Region, Zhigulevsk suburb, Zhigulevsk, Moskovskoye Shosse 2, bld. 1 (office building) according to the list and the floor plan which are an integral part of the Contract.

Contract rental payment value:

Monthly rental value under the contract for non-residential premises rent between JSC RusHydro and JSC SO UES equals 2,168 (two-thousand-one-hundred-sixty-eight) rubles 31 kopecks, including VAT (18 per cent) - 330 (three-hundred-thirty) rubles 76 kopecks.

Lease term: from 01.12.2011 till 31.10.2012.

Effective Period of Contract:

The contract shall enter into force from the date of its signing by the Parties date and shall be valid until 31.10.2012 and in terms of payment obligations until the Parties complete their obligations hereunder in full. The Contract terms apply to the parties' relations initiated before the date of its conclusion.

 

 

Voting results:

"For" - 9 (V. I. Danilov-Danilyan, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

In accordance with clause 3 of Article 83 of the Federal Law On Joint-Stock Companies, the decision on this matter is made by the company's Board of Directors by a majority vote of independent directors, uninterested in the settlement of the transaction.

When drawing up results of the vote on this matter, votes of members of the Board of Directors of JSC RusHydro E. V. Dod and R. R. Sharipov are not taken into account, in compliance with article 81 of the Federal Law On Joint-Stock Companies, as they are regarded to be transaction interested parties, for they are members of the Board of Directors of JSC SO UES.

 

Decision made.

 

Matter 4: Charity and sponsorship programme of the company for 2011.

 

Decision:

Approve the updated charity and sponsorship programme of the company for 2011 (Appendix 4).

 

Voting results:

"For" - 9 (V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 2 (B. Yu. Kovalchuk , R. R. Sharipov).

 

Decision made.

 

Matter 5: Intermediate results on the execution of the company's business plan for 2011 with due account for the nine months of 2011 (including the Investment Programme implementation report for the nine months of 2011).

 

Decision:

Approve the report on intermediate results on the execution of the company's business plan for 2011 with due account for the nine months of 2011 (including the Investment Programme implementation report for the nine months of 2011) (Appendix 5).

 

Voting results:

"For" - 11 (V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk,
V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 6: Approving the list of key performance indicators of JSC RusHydro for 2012.

 

Decision:

Approve the list of annual and quarterly key performance indicators of JSC RusHydro for 2012 (Appendix 6).

 

Voting results:

"For" - 11 (V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev , M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

Matter 7: A procedure of target price calculation for purchased goods (works, services) which are to be used for procurement activities related to the production and investment programmes of JSC RusHydro.

 

Decision:

Approve the procedure of target price calculation for purchased goods (works, services) which are to be used for procurement activities related to the production and investment programmes of JSC RusHydro (Appendix 7).

 

Voting results:

"For" - 11 (V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, 
R. R. Sharipov, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 8: Determination of JSC RusHydro's (JSC RusHydro's representatives) opinion on the agenda matters handled by the management bodies of business entities' subsidiaries and affiliates: Determination of JSC RusHydro's (JSC RusHydro's representatives) opinion on the agenda matters handled by the management bodies of JSC NIIES: "Approval of a major transaction made by JSC NIIES.

 

Decision:

Instruct JSC RusHydro's representatives in the management bodies of JSC NIIES to vote "FOR" making the following decision on the matter of "Approval of a major transaction made by JSC NIIES":

"Approve a loan agreement as a large transaction exceeding 50 per cent of the balance sheet assets of JSC NIIES as of the last reporting date on the following essential terms:

Parties to Contract:

The Borrower: JSC NIIES

The Lender: JSC RusHydro;

Loan sum limit: 750,000,000 (seven hundred and fifty million) rubles.

Loan repayment term: Before 30.12.2012;

Loan interests: Interest-free loan;

Targeted use of the loan sum: The purpose is to finance projects implemented within the framework of JSC RusHydro's Innovative Development Programme for 2011 to 2015 approved by the Board of Directors of JSC RusHydro (minutes No. 130 dated 02.08.2011);

Terms of loan granting:  In a lump sum or in tranches based on the Borrower's application;

Terms of pre-term repayment: Pre-term full or partial loan repayment shall be allowed.

 

Voting results:

"For" - 10 (V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov, S. V. Shishin).

"Against" - 0.

"Abstained" - 1 (B. Yu. Kovalchuk).

 

Decision made.

 

 

 

 

Chairman of the Board of Directors                                              V. V. Tatsy

 

Corporate Secretary                                                                  M. M. Lukyanova

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