Minutes of 31.05.2012 №154

MINUTES No. 154

OF THE BOARD OF DIRECTORS MEETING

 

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

May 31, 2012, 6.00 p.m.

(Moscow time)

 

Minutes dated:

May 31, 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:    

 

 

V. I. Danilov-Danilyan,

 

E. V. Dod,

V. M. Zimin,

 

B. Yu. Kovalchuk,

V. V. Kudryavy,

 

G. M. Kurtser,

V. Yu. Lebedev,

A. B. Malyshev,

 

M. I. Poluboyarinov,

 

V. V. Tatsy,

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. Concerning approval of the report on project implementation, conducted by the Company as part of JSC RusHydro's Innovative Development Program in year 2011, including on projects for the construction of power plants with a gigawatt capacity based on tidal and wave power technology and for the creation of an experimental-industrial power facility the Northern Tidal Power Plant (Guba Dolgaya on the Barents Sea).

2. Concerning approval of the report on the implementation of the JSC RusHydro Innovative Development Program for 2011-2015 with an outlook to 2021 in year 2011.

3. Review of the Report on the activities of the Company's Management Board for 2011.

4. Concerning the Company's transactions.

5. Concerning the charity and sponsorship programme of the company for 2012.

 

 

VOTING RESULTS ON THE AGENDA MATTERS:

 

Matter 1: Concerning approval of the report on implementation of projects, executed by the Company as part of JSC RusHydro's Innovative Development Program in year 2011, including those regarding construction of power plants with a gigawatt capacity based on application of tidal and wave power and creation of an experimental-industrial power facility the Northern Tidal Power Plant (the Guba Dolgaya of the Barents Sea).

 

Decision:

To approve the report on the implementation of projects, executed by the Company as part of JSC RusHydro's Innovative Development Program in year 2011, including those regarding construction of power plants with a gigawatt capacity based on application of tidal and wave power and creation of an experimental-industrial power facility the Northern Tidal Power Plant (the Guba Dolgaya of the Barents Sea) (Appendix 1).

 

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, M. I. Poluboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 1 (V. Yu. Lebedev).

 

Decision made.

 

 

Matter 2: Concerning thte approval of the report on the implementation of the Innovative Development Program of JSC RusHydro for 2011-2015 with an outlook to 2021 in year 2011.

 

Decision:

To approve the report on the implementation of the Innovative Development Program of JSC RusHydro for 2011-2015 with an outlook to 2021 in year 2011 (Appendix 2).

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 3: Concerning the review of the Report on activities of the Company's Management Board for 2011.

 

Decision:

1. Approve the Report on the activities of the Management Board of the Company in 2011 (Appendix 3).

2. To agree on rescheduling the terms for execution of instructions of the company's Board of Directors (Приложение 4).

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 4: The company's transactions.

4.1. Approving transactions (agreements) involving the sales and purchase of electric energy concluded between JSC RusHydro and JSC INTER RAO UES representing an interested-party transaction.

 

Decision:

1.1. Specify, that the price (monetary value) of electric energy under a bilateral energy contract on the territories of constituent entities of the Russian Federation not included in the wholesale market price zones (in respect of Bureyskaya HPP), between JSC RusHydro and JSC INTER RAO UES for the January 2012 delivery period for electric energy, is to be determined using the formula provided in Appendix 5.

1.2. Approve the bilateral energy contract between JSC RusHydro and JSC INTER RAO UES on the territories of constituent entities of the Russian Federation not included in the wholesale market price zones (in respect of Bureyskaya HPP), for the January 2012 delivery period for electric energy representing an interested-party transaction under the essential conditions provided in Appendix 7.

 

Voting results:

"For" - 7 (V. I. Danilov-Danilyan , V. M. Zimin , V. V. Kudryavy, A. B. Malyshev, M. I. Poluboyarinov , V. V. Tatsy , S. V. Shishin).

"Against" - 0.

"Abstained" - 1 (V. Yu. Lebedev).

 

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, disinterested in the settlement of the transaction.

 

When drawing up the results of voting on this matter, the votes of members of the Board of Directors of JSC RusHydro B. Yu. Kovalchuk and G. M. Kurtser are not taken into account, as in compliance with Article81 of the Federal Law On Joint-Stock Companies, as they are regarded to be transaction interested persons, being members of the Board of Directors of JSC INTER RAO UES.

 

In accordance with clause 3 of Article 83 of the Federal Law on Stock Companies, member of the Board of Directors E. V. Dod is considered as a dependent director, as he is the Chairman of the Management Board of JSC RusHydro.

 

Decision made.

 

Decision:

2.1. Specify, that the price (monetary value) of electric energy under a bilateral energy contract on the territories of constituent entities of the Russian Federation not included in the wholesale market price zones (in respect of Bureyskaya HPP), between JSC RusHydro and JSC INTER RAO UES for the Feburary 2012 delivery period for electric energy, is to be determined using the formula provided in Appendix 6

2.2. To approve the bilateral energy contract between JSC RusHydro and JSC INTER RAO UES on the territories of constituent entities of the Russian Federation not included in the wholesale market price zones (in respect of Bureyskaya HPP), for the February 2012 delivery period for electric energy as being a transaction in the parties' interests under the essential conditions provided in Appendix 7.

 

Voting results:

"For" - 7 (V. I. Danilov-Danilyan, V. M. Zimin, V. V. Kudryavy, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 1 (V. Yu. Lebedev).

 

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, disinterested in the settlement of the transaction.

 

When drawing up the results of voting on this matter, the votes of members of the Board of Directors of JSC RusHydro B. Yu. Kovalchuk and G. M. Kurtser are not taken into account, as in compliance with Article 81 of the Federal Law On Joint-Stock Companies, they are regarded to be transaction interested persons, being members of the Board of Directors of JSC INTER RAO UES.

 

In accordance with clause 3 of Article 83 of the Federal Law on Stock Companies, the member of the Board of Directors E. V. Dod is recognised as a dependent director, as he is the Chairman of the Management Board of JSC RusHydro.

 

Decision made.

 

Decision:

3.1. Specify, that the price (monetary value) of electric energy under a bilateral energy contract on the territories of constituent entities of the Russian Federation not included in the wholesale market price zones (in respect of Bureyskaya HPP), between JSC RusHydro and JSC INTER RAO UES for the March 2012 delivery period for electric energy, is to be determined using the formula provided in Appendix 6.

3.2. Approve the bilateral energy contract between JSC RusHydro and JSC INTER RAO UES on the territories of constituent entities of the Russian Federation not included in the wholesale market price zones (in relation to Bureyskaya HPP), with electric energy delivery period - March 2012 representing an interested-party transaction under the essential conditions provided in Appendix 7.

 

Voting results:

"For" - 7 (V. I. Danilov-Danilyan, V. M. Zimin, V. V. Kudryavy, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 1 (V. Yu. Lebedev).

 

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, disinterested in the settlement of the transaction.

 

When drawing up the results of voting on this matter, the votes of members of the Board of Directors of JSC RusHydro B. Yu. Kovalchuk and G. M. Kurtser are not taken into account, as in compliance with Article 81 of the Federal Law On Joint-Stock Companies, as they are regarded to be transaction interested persons, being members of the Board of Directors of JSC INTER RAO UES.

 

In accordance with clause 3 of Article 83 of the Federal Law on Stock Companies, the member of the Board of Directors E.V. Dod is recognised as a dependent director, as he is the Chairman of the Management Board of JSC RusHydro.

 

Decision made.

 

4.2. Approving the sublease contract concluded between JSC RusHydro and JSC FGC UES representing an interested-party transaction.

 

Decision:

1. Specify, that rental value of part of land plot with total area of 3,437 sq. m under the sublease contract concluded by JSC RusHydro and JSC FGC UES and representing an interested-party transaction amounts to 17,547 (seventeen thousand, five hundred and fourty-seven) roubles 83 kopecks (incl. VAT: 18 % - 2,676 (two thousand, six hundred and seventy-six) roubles 79 kopecks) per year, where the rental value:

- is determined on the basis of the cadastral value of the land plot[1] and calculated to the amount of 1.5 per cent of the specified cadastral value applicable to the limited-turnover lands made available for the operation of hydrotechnical facilities[2];

- this is subject to change in the event of changes in administrative and territorial arrangements of the Moscow Region, a change in initial rental payment and in the coefficients applied, a transfer of land plot to a different category or resulting from an change in permissible land use made according to the established procedure, or of a change in the cadastral value of the land plot[3], and also in case of other changes to the legislation and can be implemented without the Sub-Lessee's consent and without the introduction of corresponding changes to the sublease contract.

 

2. Approve the sublease contract as an interested-party transaction on the following essential conditions:

Parties to Contract:

Lessee - JSC RusHydro.

Sub-lessee - JSC FGC UES.

Subject of Contract:

The Lessee transferred and the Sub-lessee accepted part of the land plot of 3,437 sq. m, hereinafter referred to as the land plot, within the boundaries specified in the land plot drawing and its parts (Appendix 1), and indicated on the drawing as Land Plot No. 2 located within the boundaries of the land plot with cadastral number 50:05:0100137:3, land category: lands of inhabited localities under government property located in the Moscow Region, the Sergiev-Posad District, the settlement of Bogorodskoye - Krasnozavodsk, owned by the Lessee on the basis of tenant right under lease contract No. 29004-Z dated 28.01.2004 (registered by the Moscow Region Registration Chamber Reg. No. 50-01/05-03/2004-69 dated 24.02.2004).

 

The land plot is subleased for the Sub-lessee to construct Zagorskaya PSHPP - Yartsevo 1.2 500 kV HV line with expansion of 220 kV Yartsevo Substation and reconstruction of Konakovo - Trubino 500 kV HV line.

 

Contract Price: Rental value of part of land plot with total area of 3,437 sq. m amounts to 17,547 (seventeen thousand five hundred and forty-seven) roubles 83 kopecks (incl. VAT: 18 % - 2,676 (two thousand six hundred and seventy-six) roubles 79 kopecks) per year.

Lease period:

11 months from the day the land plot acceptance certificate is signed.

 

Voting results:

"For" - 9 (V. I. Danilov-Danilyan, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, V. Yu. Lebedev, 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, disinterested in the settlement of the transaction.


When drawing up the results of the vote on this matter, votes of members of the Board of Directors of JSC RusHydro A. B. Malyshev and R. R. Sharipov are not taken into account, as they are regarded, in compliance with art. 81 of the Federal Law On Joint Stock Companies, to be transaction interested persons, being members of the Board of Directors of JSC FGC UES.

 

In accordance with clause 3 of Article 83 of the Federal Law on Stock Companies, the member of the Board of Directors E. V. Dod is recognised as a dependent director, as he is the Chairman of the Management Board of JSC RusHydro.

 

Decision made.

 

 

Matter 5: Charity and sponsorship programme of the company for 2012.

 

Decision:

1. Approve the charity and sponsorship programme of the company for 2012 (Appendix 8).

2. Approve the Provision on implementation of charity and sponsorship activities of the Company (Appendix 9).

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

 

 

 

Chairman of the Board of Directors                                              V. V. Tatsy

 

Corporate Secretary                                                            M. M. Lukyanova

 



[1] Specific indicator of land plot cadastral value equals 288.45 roubles per 1 sq. m.

[2] Clause 2 Art. 3 of the Federal Law No. 137-FZ dated 25.10.2001;

[3] State cadastral valuation of lands is carried out at least once every 5 years according to Clause 3 of RF Government Decree dtd 08.04.2000 N 316 (Rev. dtd 30.06.2010) "On approval of Rules for s State cadastral valuation of lands".

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