Minutes of 18.06.2012 №155

MINUTES No. 155

OF THE BOARD OF DIRECTORS MEETING

 

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

   June 15, 2011, 2.00 p.m.

   (Moscow time)

Minutes dated:

   June 18, 2012

 

Form of vote:            

   collective attendance

 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,

 

   M. I. Poluboyarinov,

 

   V. V. Tatsy,

 

   R. R. Sharipov,

 

   S. V. Shishin

 

The following members of the Board of Directors of JSC RusHydro submitted their written opinions: V. M. Zimin, B. Yu. Kovalchuk, A. B. Malyshev, M. I. Poluboyarinov, 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.

 

Speakers:

On issues 1, 2 - S. A. Kirov, Director for Economics of JSC RusHydro;

On issue 3 - M. V. Kozlov, Director for Innovations and RES of JSC RusHydro.

 

Invited persons:

E. E. Gorev, M. V. Zavalko, B. V. Zverev, E. G. Vishnyakova, D. I. Rizhinashvili, Ya. E. Stanyulenayte, M. G. Tikhonova.

 

Chairman of the Board of Directors of the company V. V. Tatsy opened the meeting in presentia.

In compliance with the Directive of the Government of the Russian Federation,  Chairman of the Board of Directors V. V. Tatsy, made an announcement concerning an addition to the agenda in Matter 3, on the question of approval of internal company documents: To introduce changes to the Innovative Development Program of JSC RusHydro for years 2011-2015 with an outlook to year 2021.

 

 

AGENDA OF THE MEETING:

 

1. Implementation of the company's Business Plan for 2011 (including a report on the Investment Programme implementation for 2011).

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

3. Approving the Company's internal documents: To introduce changes to the Innovative Development Program of JSC RusHydro for years 2011-2015 with an outlook to year 2021.

 

 

VOTING RESULTS ON THE AGENDA MATTERS:

 

Matter 1:  Implementation of the company's Business Plan for 2011 (including a report on the Investment Programme implementation for 2011).

Heard: S. A. Kirov, Director for Economics of JSC RusHydro reporting on execution of business plan of the company in year 2011, including execution of the investment program for year 2011.

 

Speakers: S. S. Belodorodov, E. V. Dod, V. V. Kudryavy, V. V. Tatsy.

 

A draft decision put to vote:

Approve the report on the execution of the business-plan for year 2011 (including the report on the execution of the Investment Programme for year 2011) (Appendix 1 to the Minutes).

 

Voting results:

"For" - 12 (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, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 2: Company's business-plan for 2012-2016.

 

Heard: S. A. Kirov, Director for Economics of JSC RusHydro informing the meeting about the fact that remarks about the business plan of the Committee on Strategy and Committee on Investments under the Board of Directors made by Committee members during it's consideration had been noted and that modifications to the plan have subsequently been made, which shall be submitted for approval by the Board of Directors in the nearest future.

 

A draft decision put to vote:

Defer consideration of the issue to a later date.

 

Voting results:

"For" - 7 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. V. Kudryavy, G. M. Kurtser, V. V. Tatsy, R. R. Sharipov).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 3: Approving the Company's internal documents: On the introduction of changes to the Innovative Development Program of JSC RusHydro for years 2011-2015 with an outlook to year 2021.

 

Heard: M. V. Kozlov, Director for Innovations and RES of JSC RusHydro with the report on changes introduced to Innovative Development Programme of JSC RusHydro and perspective cooperation with the Skolkovo Institute of Science and Technology.

 

Speakers: S. S. Belodorodov, E. V. Dod, V. V. Kudryavy, V. V. Tatsy, R. R. Sharipov.

 

A draft decision put to vote:

 

1. To introduce changes to the Innovative Development Programme of JSC RusHydro for years 2011-2015 with an outlook to year 2021, approved by the decision of the Board of Directors of JSC RusHydro (Minutes No. 130 dated 02.08.2011) (hereinafter - "Programme"), providing Table 21 on expenses for the Company's innovative activities during the period 2011-2015 with Chapter 5 of the Programme as amended under Appendix 2 to the minutes.

2. Instruct the company's Management Board to effect funding from the Integral Capital Fund for the Skolkovo Institute of Science and Technology to the amount of RUR 153.1 mln for year 2012 before December 1, 2012 (funding to be sourced from funds allocated to finance the innovative development of the company in compliance with the decision of the Company's Annual General Stockholders' Meeting on the allocation of profits at the end of year 2011).

 

Voting results:

"For" - 6 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. V. Kudryavy, G. M. Kurtser, V. V. Tatsy).

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

"Abstained" - 0.

 

Decision made.

 

Written opinions of the members of the Board of Directors V. M. Zimin, B. Yu. Kovalchuk, A. B. Malyshev, M. I. Poluboyarinov, S. V. Shishin are attached.

 

 

 

 

 

Chairman of the Board of Directors                                              V. V. Tatsy

 

Corporate Secretary                                                            M. M. Lukyanova

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