Minutes of 25.06.2012 №156

MINUTES No. 156

OF THE BOARD OF DIRECTORS MEETING

 

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

June 22, 2012, 6.00 p.m.

(Moscow time)

 

Minutes dated:

June 25, 2012

 

Form of vote:            

absentee vote

 

Site of vote counting:           

Moscow, Arkhitektora Vlasova Str., 51

 

Number of elected members to the Board of Directors:

 

13

Members of the Board of Directors,present at meeting:  

 

 

S. S. Beloborodov,

V. I. Danilov-Danilyan,

 

E. V. Dod,

V. M. Zimin,

 

B. Yu. Kovalchuk,

V. V. Kudryavy,

 

G. M. Kurtser,

A. B. Malyshev,

 

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 there is a quorum for a Board of Directors meeting present.

 

 

AGENDA OF THE MEETING:

 

1. The determination of JSC RusHydro's (JSC RusHydro's representatives) position on the agenda items handled by the management bodies of business entities' subsidiaries and affiliates.

2. Implementation of Comprehensive infrastructure development programme at the urban-type settlement Cheremushki for 2010-2014 in the period 2012 to 2014.

3. Review of the reports of the Chairmen of the Committees under the Board of Directors on the results of activities of the 2011-2012 corporate year.

4. Concerning the Company's transactions.

5. Company's business-plan for 2012-2016.

6. Approval of the report on execution of key performance indicators of the company for the first quarter of 2012.

7. The determination JSC RusHydro's procurement policy: Amending and supplementing the Provision for procurement of products for the needs of JSC RusHydro.

8. Approving the Company's internal documents: Changes and amendments to the Provision on the dividend policy of JSC RusHydro.

 

 

VOTING RESULTS ON THE AGENDA MATTERS:

 

Matter 1:   The determination of JSC RusHydro's (JSC RusHydro's representatives) position on agenda items handled by the management bodies of business entities' subsidiaries and affiliates.

1.1.  The determination of company's (company's representatives) opinion regarding the issue of the agenda for the General Stockholders' Meeting of JSC Karachaevo-Cherkessia Hydro-Generating Company: Approval of major transactions effected by JSC Karachaevo-Cherkessia Hydro-Generating Company.

 

Decision:

1. To instruct representatives of JSC RusHydro at the General Shareholders' Meeting of JSC Karachaevo-Cherkessia Hydro-Generating Company to vote FOR the following decision in relation to the approval of major transactions made by the Company:

Approval of further associated transactions regarding assignment of assets and property rights of the Company between JSC Karachaevo-Cherkessia Hydro-Generating Company and JSC RusHydro, with aggregate cost of over 50 per cent of the balance sheet assets of JSC Karachaevo-Cherkessia Hydro-Generating Company being major transactions (associated major transactions):

1.1. Valuation agreement for value of assigned rights and obligations under the agreements on substitution of persons in the obligations set forth in subsection 1.2 hereof;

1.2. Agreements on substitution of persons in the obligation - assignment of rights and obligations by JSC Karachaevo-Cherkessia Hydro-Generating Company to JSC RusHydro under the following contracts of JSC Karachaevo-Cherkessia Hydro-Generating Company:

- No. 02-K/11 dated 11.04.2011 CJSC Energoservis-Konkurs;

- No. 67/11 dated 15.11.2011 with LLC Belyi Ugol';

- No. 106 dated 16.09.2011 LLC VNIIR Gidroelectroavtomatika;

- No. P-49/11 dated 01.09.2011 with JSC Institute Gidropoekt;

- No. P-34/11 dated 14.06.2011 with JSC Institute Gidropoekt;

- No. 16 dated 14.09.2011 with LLC Poisk-T;

- No. 18 dated 31.10.2011 with LLC Poisk-T;

- No. 97 dated 31.08.2011 LLC PK TERMOSERVIS;

- No. 322/11 ITs dated 22.09.2011 with the Rostov State Building University, Federal State Budget Educational Institution of Higher Professional Education;

- No. 144 dated 02.11.2011 with LLC Energeticheskiy Standart;

- No. 145 dated 02.11.2011 with LLC Energeticheskiy Standart;

- No. 10-11-0045 dated 29.09.2011 with LLC EnergoFichtner;

- No. 52 dated 27.04.2011 with LLC YugProektStroyMontazh;

- No. 15 dated 01.06.2011 with LLC Poisk-T;

- No. 12 dated 06.02.2012 with LLC Poisk-T;

- No. 19 dated 23.03.2011 with LLC Daggidrospetsstroy;

- No. 9 dated 26.01.2012 with the Administration of Ust-Dzhegutinskiy Municipal District;

- No. 030 dated 29.02.2012 with LLC YugProektStroyMontazh.

1.3. Essential conditions of concluded agreements listed in subclauses 1.1-1.2 hereof: in compliance with Appendix 1.

1.4. The contract for the purchase and sale of the real estate property (hereinafter - the Contract), the subject of which is the assignment of assets, being a facility under construction intended for generation of electricity, under the following essential conditions:

Parties to Contract:

Buyer - JSC RusHydro;

Seller - JSC Karachaevo-Cherkessia Hydro-Generating Company;

Subject of Contract:

Seller undertakes to transfer possession to the Buyer, and the Buyer undertakes to accept and pay for the real estate property: Facility under construction - Pressure Derivation Facility of Zelenchukskaya Hydro-Electric Power Plant-Hydro-Electric Pumped Storage Power Plant situated from water intake channel of the Zelenchukskaya HPP to the HPP building near Kumysh Village (aul); purpose: non-residential; total length - 2,809.96 m; degree of completion of the facility under construction - 73 %; address: Karachaevo-Cherkessian Republic, Karachaevsky Region, watershed between Kubysh and Andrikota Cloughs; northern edge of Federal Road-Approach to MTsO Arkhyz, certificate of state registration of right Series
No. 09-AA No. 409202 dated 21.02.2012 (hereinafter - Property).

Price of Property:

572,300,000 (five hundred and seventy-two million, three hundred thousand) roubles 00 kopecks, incl. VAT (18 %) 87,300,000 (eighty-seven million three hundred thousand) roubles 00 kopecks.

2. Instruct representatives of JSC RusHydro at the General Shareholders' Meeting of JSC Karachaevo-Cherkessia Hydro-Generating Company on the following issues: Concerning the approval of major transactions made between JSC Karachaevo-Cherkessia Hydro-Generating Company and JSC RusHydro - to vote FOR decisions on approval of major transactions (several related major transactions) on assignment of JSC Karachaevo-Cherkessia Hydro-Generating Company's assets to JSC RusHydro including the property listed in Appendix 2, with the price corresponding to the market price defined by an independent assessor, by concluding contracts of purchase and sale.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 2: Implementation of Comprehensive infrastructure development programme at the urban-type settlement Cheremushki for 2010-2014 in the period 2012 to 2014.

 

Decision:

1. To approve the List of measures of the program of comprehensive development of the infrastructure of the urban-type settlement Cheremushki during years 2010-2014 (hereinafter - UTS Cheremushki) implemented during the period 2012 to 2014. (Appendix 3).

2. To approve RusHydro financing procedure for activities at UTS Cheremushki to be implemented during the period 2012 to 2014 incl. (Appendix 4).

3. Instruction of the Management Board of JSC RusHydro to submit annual report in the first quarter of the year to the Board of Directors of JSC RusHydro on implementation of UTS Cheremushki project implemented in 2012-2014, for the preceding year.

 

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 3:  Review of the reports of the Chairmen of the Committees under the Board of Directors on the results of activities of the 2011-2012 corporate year.

 

Decision:

1.1. Approve the report of V. I. Danilov-Danilyan, Chairman of the Audit Committee at the company's Board of Directors on work progress results of the Committee in corporate year 2011-2012 (Appendix 5).

1.2. Approve the report of V. V. Tatsy, Chairman of the Investment Committee at the company's Board of Directors on work progress results of the Committee in corporate year 2011-2012 (Appendix 6).

1.3. Approve the report of V. V. Kudryavy, Chairman of the Energy Efficiency, Reliability and Innovations Committee at the company's Board of Directors on work progress results of the Committee in corporate year 2011-2012 (Appendix 7).

1.4. Approve the report of A. B. Malyshev, Chairman of the Strategy Committee at the company's Board of Directors on work progress results of the Committee in corporate year 2011-2012 (Appendix 8).

1.5. Approve the report of V. I. Danilov-Danilyan, Chairman of the Human Resources and Remuneration Committee at the company's Board of Directors on work progress results of the Committee in the corporate year 2011-2012 (Appendix 9).

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 4: The company's transactions.

4.1. Transactions connected with the transfer of property without compensation.

 

Decision:

Approve a contract for transfer of property without compensation between JSC RusHydro and Municipal unit of workers' settlement (urban-type settlement) of Talakan, the subject of which is the transfer of property (property rights) without compensation to the third parties on the following terms:

Parties to Contract:

Party 1-JSC RusHydro:

Party -2 - Municipal unit of workers' settlement (urban-type settlement) of Talakan in the Bureyskiy District

Subject of Contract:

Party 1 shall transfer without compensation and Party 2 shall accept in accordance with the terms of this contract the real estate property (structure): Permanent settlement coastline. Dam No. 2, stage 2; purpose: Non-residential, total area 44,606 sq. m, inventory No. 10:15:002:007319860, address: Amur Region, Bureysky District, urban-type settlement Talakan, certificate of state registration of right Series No. 28 АА No. 622659, dated 09.12.2011 (hereinafter referred to as 'real estate property').

Balance (depreciated) cost of Immovable Property:

201,452,854 (two hundred and one million, four hundred and fifty-two thousand, eight hundred and fifty-four) roubles 20 kopecks.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 5: Company's business-plan for 2012-2016.


Decision:

1. Approve the Company's business plan for 2012 (including the Investment Programme of JSC RusHydro for 2012) (Appendix 10).

2. Approve the values of annual and quarterly key performance indicators (KPI) of the company for 2012 (Appendix 2 to the company's business plan for 2012-2016).

3. Approve the quarterly financing plans and investment disbursement for 2012 (Appendix 4, 4a to the business plan of the company for 2012-2016).

4. Approve the Company's business plan for 2013 through 2016 including the Investment Programme of JSC RusHydro for 2013-2016 (Appendix 10).

 

Voting results:

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

"Against" - 1 (R. R. Sharipov).

"Abstained" - 0.

 

Decision made.

 

 

Matter 6: Approval of the report on execution of key performance indicators of the company for the first quarter of 2012.

 

Decision:

Approve the report on implementation of key performance indicators of JSC RusHydro for the first quarter of 2012 (Appendix 11).

 

Voting results:

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

"Against" - 1 (R. R. Sharipov).

"Abstained" - 0.

 

Decision made.

 

 

Matter 7: The determination JSC RusHydro's procurement policy: Amending and supplementing the Provision for procurement of products for the needs of JSC RusHydro.

 

Decision:

Defer consideration of the issue to a later date.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 8: Approving the Company's internal documents: on changes and amendments to the Provision on the dividend policy of JSC RusHydro.

 

Decision:

Approve the changes and amendments to the Provision on the dividend policy of JSC RusHydro (approved by the Board of Directors of JSC RusHydro, Minutes No. 85 dated 05.10.2009) in compliance with Appendix 12.

 

Voting results:

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

"Against" - 0.

"Abstained" - 1 (R. R. Sharipov).

 

Decision made.

 

 

 

 

Chairman of the Board of Directors                                              V. V. Tatsy

 

Corporate Secretary                                                            M. M. Lukyanova

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