Minutes of 23.05.2012 №153

MINUTES No. 153

OF THE BOARD OF DIRECTORS MEETING

 

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

   May 23, 2012, 5.00 p.m.

  (Moscow time)

Minutes dated:

   May 23, 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,

 

   V. V. Kudryavy,

 

   G. M. Kurtser,

   V. Yu. Lebedev,

   A. B. Malyshev,

 

   M. I. Poluboyarinov,

 

   V. V. Tatsy

 

 

 

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. Approval of the agenda of the annual General Shareholders' Meeting of the Company.

2. Preliminary approval of the annual report of the Company for 2011.

3. Consideration of annual accounting statements including profit and loss statement of the Company for 2011.

4. Recommendations to the annual General Shareholders' Meeting on the following issue: Distribution of profits (including payment (announcement) of dividends) and losses of the Company according to the results of financial year 2011.

5. Recommendations on the Company's Auditor.

6. Agreement of amount of payment for the Company auditor's services.

7. Recommendations to the Annual General Meeting of the Company on the following issue: Payment of remuneration to the members of the Board of Directors of the Company.

8. Recommendations to the General Shareholders' Meeting of the Company on the following issue: Approval of Articles of Association of the Company as amended.

9. Recommendations to the General Shareholders' Meeting of the Company on the following issue: Approval of the Provision on the procedure for Calling and Holding the Company's General Shareholders' Meetings as amended.

10. Recommendations to the General Shareholders' Meeting of the Company on the following issue: Approval of contract for insurance against liability and financial risks of Directors, Executive Officers and the Company concluded between JSC RusHydro and OJSIC Ingosstrakh representing an interested-party transaction.

11. Issues related to the calling, preparing and holding the annual General Shareholders' Meeting of the Company.

 

 

VOTING RESULTS ON THE AGENDA MATTERS:

 

Matter 1: Approval of the agenda of the annual General Shareholders' Meeting of the Company.

 

Decision:

Approve the agenda of the annual General Shareholders' Meeting of the Company according to the results of 2011:

 

1) Approval of annual report for 2011, annual accounting statements including profit and loss statement of the Company.

2) Distribution of profits (including payment (announcement) of dividends) and losses of the Company according to the results of financial year 2011.

3) Election of members to the Board of Directors of the Company.

4) Election of members to the Audit Commission of the Company.

5) Approval of the Company's auditor appointment.

6) Payment of remuneration to the members of the Board of Directors of the Company.

7) Approval of Articles of Association of the Company as amended.

8) Approval of the Provision on the Procedure for Calling and Holding the General Shareholders' Meeting of JSC RusHydro as amended.

9) Approval of contract for insurance against liability and financial risks of Directors, Executive Officers and the Company concluded between JSC RusHydro and OJSIC Ingosstrakh representing an interested-party transaction. 

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Motion passed.

 

 

Matter 2: Preliminary approval of the annual report of the Company for 2011.

 

Decision:

Preliminarily approve the Annual report of the Company for 2011 (Appendix 1) and submit it to the Annual General Shareholders' Meeting of the Company for approval.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Motion passed.

 

 

Matter 3: Consideration of annual accounting statements including profit and loss statement of the Company for 2011.

 

Decision:

Preliminarily approve the annual financial statements of the Company for the 2011 results, including profit and loss statement (Appendix 2) and submit it to the Annual General Shareholders' Meeting of the Company for approval.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Motion passed.

 

 

Matter 4: Recommendations to the annual General Shareholders' Meeting on the following issue: Distribution of profits (including payment (announcement) of dividends) and losses of the Company according to the results of financial year 2011.

 

Decision:

1. Preliminarily approve and recommend the annual General Shareholders' Meeting of the Company to approve the following distribution of company's profit (loss) subsequent to the results of 2011:

 

 

(roubles)

Undistributed profit (loss) of the reporting period

30,621,650,176.71

Distribute as follows: Reserve fund

1,531,082,508.84

Accumulation fund (including payment of remuneration to the members of the Board of Directors)

26,590,567,616.51

Including: Financing of innovative development of the Company

1,004,999,948.62

Dividends

2,500,000,051.36

Repayment of losses of previous years

0.00

 

2. Recommend the Annual General Shareholders' Meeting of the Company to to agree to the following:

Pay dividends on the Company's ordinary shares based on results for 2011 to the amount of 0.00789317 roubles per share.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Motion passed.

 

 

Matter 5: Recommendations on the Company's auditor.

 

Decision:

Recommend to the Annual General Shareholders' Meeting of the Company, held at the end of year 2011, Closed Joint-Stock Company PriceWaterHouseCoopers Audit (OGRN 1027700148431) as candidate to be approved as Company's Auditor.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Motion passed.

 

 

Matter 6: Determination of fee for the Company's auditor services.

 

Decision:

1. Determine a fee for the Company's auditor services to audit the Company's financial statements in accordance with Russian accounting standards for 2012 to the amount of 15,000,000 (fifteen million) roubles, including VAT - 2,288,135 (Two million, two hundred and eighty-eight thousand, one hundred and thirty-five) roubles 59 kopecks.

2. Determine a fee for the Company's auditor services to audit the Company's consolidated financial reports in accordance with international financial reports standards for year 2012 to the amount of 115,935,000 (one hundred and fifteen million, nine hundred and thirty-five thousand) roubles - incl. VAT 17,685,000 (seventeen million, six hundred and eighty-five thousand) roubles 00 kopecks.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Motion passed.

 

 

Matter 7: Recommendations to the Annual General Meeting of the Company on the following issue: Payment of remuneration to the members of the Board of Directors of the Company.

 

Decision:

Recommend the Annual General Shareholders' Meeting of the Company to agree to the following:

Pay remuneration to members of the Board of Directors of JSC RusHydro according to the results of work in the Board of Directors for a period from 30.06.2011 to 28.06.2012 to the amount and in the manner established by the Regulation on payment of remuneration to the members of the Board of Directors of JSC RusHydro.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Motion passed.

 

 

Matter 8: Recommendations to the General Shareholders' Meeting of the Company on the following issue: Approval of Articles of Association of the Company as amended.

 

Decision:

Recommend that the General Shareholders' Meeting of the Company should approve the Company's Articles of Association (Appendix 3).

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Motion passed.

 

 

Matter 9: Recommendations to the General Shareholders' Meeting of the Company on the following issue: Approval of the Provision on the Procedure for calling and holding the Company's Board of Directors Meetings as amended.

 

Decision:

To recommend the General Shareholders' Meeting of the Company to approve the redrafted Provision on the Procedure for Calling and Holding the General Shareholders' Meeting (Appendix 4).

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Motion passed.

 

 

Matter 10: Recommendations to the General Shareholders' Meeting of the Company on the following issue: Approval of a contract for insurance against liability and financial risks of Directors, Executive Officers and the Company concluded between JSC RusHydro and OJSIC Ingosstrakh representing an interested-party transaction.

 

Decision:

Recommend the Annual General Shareholders' Meeting of JSC RusHydro to agree to the following:

1. Specify that the price limit (monetary value) of services to be rendered under the contract for insurance against liability and financial risks of Directors, Executive Officers and the Company (hereinafter referred to as the Contract), concluded between JSC RusHydro and OJSIC Ingosstrakh, being a transaction in the interests of the parties, amounts to 222,000 (Two hundred and twenty-two thousand) US dollars at an exchange rate of the Bank of Russia as of the date of payment, VAT excluded.

2. Approve a contract for insurance against liability and financial risks of Directors, Executive Officers and the Company, concluded between JSC RusHydro and OJSIC Ingosstrakh, being a transaction in the interests of the parties for members of the Board of Directors on the following essential terms:

 

Parties to Contract:

The Insured party is JSC RusHydro;

The Insurer is OJSIC Ingosstrakh.

Subject of Contract:

The Insured party undertakes to pay an insurance premium and observe terms and conditions of the contract, while the Insurer undertakes to pay out an insurance indemnity in the case of an insured event, in compliance with the terms and conditions of the contract and the effective legislation.

The insured individual (individuals):

- Any individual who for the term of insurance period is or becomes, as follows in compliance with definitions of the insurance contract:

∙ a sole executive body of the Company or an individual performing its duties;

∙ A member of the Board of Directors, including independent members of the Board of Directors, a member of the Management Board, and a member of the Supervisory Board;

∙ An employee of the Company while such an employee is carrying out his or her control and supervisory functions in the Company, but exclusively under claims that are clearly defined by the insurance contract;

∙ Director of an independent subdivision;

∙ A spouse of the insured individual or a common-law partner, as well as a third-party administrator, an heir, a lawful representative of the insured individual - and other individuals defined by the insurance contract.

 

- A Company that the insurance contract specifies as an insured party or its any subsidiary which corresponds to the definitions of a "Subsidiary" provided for by the insurance contract (generally - a legal entity in which JSC RusHydro or any subsidiary of JSC RusHydro directly or indirectly, through one or several legal entities has a participation share exceeding 50 % of the voting shares).

Beneficiaries:

Third parties that incurred Damage caused by the insured individuals, and the insured individuals and the Company.

 

Insurance cover/insured event:

- Insurance cover is provided exclusively under claims defined by the insurance contract, initially made against the insured individual during the insurance period from 01.01.2012 to 31.12.2012 and/or during the discovery period from 01.01.2013 to 31.12.2015 and duly submitted to the Insurer in compliance with the terms and conditions of the insurance contract. Insurance cover includes in accordance with the insurance contract liability insurance of the insured individuals, compensation of the Company's losses, insurance of the Company against claims related to the Company's securities and other cover pursuant to terms and definitions of the insurance contract.

 

- An insured event for the purposes of insurance cover defined by the insurance contract is recognized to take place when the insured individual finds it necessary to compensate Damage defined by the insurance contract to third parties in connection with any Incorrect action of this insured individual; and/or making a request or a claim against the insured individual during the insurance period provided that later the Insurer accepts a loss occurrence or this fact is recognized by court or any other regulatory authority.

 

Concerning insurance of the insured individual's expenses an insured event is also recognized to take place when the insured individual has to bear expenses in connection with claims or requests made.

 

Concerning Claims related to the Company's securities an insured event is also recognized to take place when the Company has to bear expenses in connection with compensation of losses to the insured individual and/or any other person acting in the interests of the insured individual in connection with a request or a claim made against the insured individual for Damage inflicted on third parties in connection with an Incorrect action of the insured individual.

 

The Company's liability insurance for Damage inflicted on third parties is recognized when the Company in accordance with effective legislation finds it necessary to compensate Damage inflicted on third parties in connection with an Incorrect action of the Company; and/or making a request or a claim related to securities against the Company in connection with Damage defined by the insurance contract.

 

Concerning insurance of the Company's expenses an insured event is also recognized to take place when the Company has to bear expenses in connection with made claims or requests related to securities.

 

Matter of insurance cover:

- Property interests of the insured individuals associated with their obligations to compensate Damage in accordance with the insurance contract to third parties in connection with an Incorrect action of the insured individual;

- Property interests of the insured individuals related to expenses they have to bear defined by the insurance contract;

- Property interests of the Company related to losses of the insured individuals that the Company has to compensate in accordance with the insurance contract;

- Property interests of the Company associated with its obligations to compensate Damage in accordance with the insurance contract to third parties due to an Incorrect action of the Company;

- Property interests of the Company associated with bearing expenses defined by the insurance contract and associated with made claims related to securities.

 

Damage:

- damage (including any losses) in compliance with Article 931 of the Civil Code of the Russian Federation and similar damage; and/or

- losses in compliance with Article 71 and Article 84 of Federal Law No. 208-FZ dd. 26.12.1995 On Joint-Stock Companies and other similar losses; and/or

- a monetary sum that any insured individual has to pay in compliance with the effective legislation including (but not limited to) any sums that have to be paid through a court ruling; and/or 

- payments that the Insurer has to make to provide insurance cover in compliance with the insurance contract.

 

Incorrect action:

-       Defined actual or declared action, error, omission, neglect, unlawful behavior, disclosure of incorrect information, conclusions leading an abuse or violation of fiduciary duties or any other obligations by the insured individual in any of his or her capacities listed in the definition of an insured individual provided in the insurance contract.

Expenses:

- Defined legal protection expenses, expenses related to public relations, expenses related to investigations, unanticipated (emergency) expenses, expenses related to off-schedule audits by official authorities, crisis expenses related to extradition and any other expenses and losses covered by the insurance contract; and/or

- A monetary sum that the insured individuals have to pay in accordance with effective legislation including (but not limited to) any sums that have to be paid through rulings of a court or any similar authority; and/or

- Payments that the Insurer has to make in accordance with provisions of the insurance contract.

 

Insurance sum/liability limit:

- In total including all insurance cover and extensions the insurance sum or liability limit (except for the Company's coverage in connection with securities claims) is 30,000,000 (thirty million) US dollars.

- A limit for every Independent director defined by the insurance contract is 1,000,000 (one million) US dollars. Total limit for all Independent directors is 2,000,000 (two million) US dollars.

 

Franchise:

Deductible franchise in part of compensating the Company's losses if the Company pays the insured individual losses to the amount of 150,000 (one hundred and fifty thousand) US dollars.

Deductible franchise in part of the Company's insurance against claims related to securities is 120,000 (one hundred and twenty thousand) US dollars.

Contract Price:

222,000 (Two hundred and twenty-two thousand) US dollars at an exchange rate of the Bank of Russia as of the payment date, VAT excluded.

Effective Period of Contract:

The contract comes into legal force from the moment of its signing until 31.12.2012.

 

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Motion passed.

 

 

Matter 11: Issues related to the calling, preparing and holding the annual General Shareholders' Meeting of the Company.

 

Decision:

1. Convene an extraordinary General Shareholders' Meeting of JSC RusHydro (hereinafter - the Company) in the form of a meeting (joint presence) (hereinafter also referred to as the General Shareholders' Meeting, the Meeting). Specify the date of the Annual General shareholders' Meeting of the Company to be June 29, 2012.

2. Determine the meeting's time as 12.00 p.m. (local time).

3. Specify the time of beginning of registration for persons participating in the meeting as 10.00 a.m. (local time).

4. Determine the place of the meeting to be Russian Federation, Krasnoyarsk Territory, Krasnoyarsk, Dubrovinskogo Str., 43.

5. Specify the date for creating the list of persons entitled to participate in the Meeting to be May 24, 2012.

6. Determine that the following documents represent the information (materials) provided to individuals entitled to participate in the meeting:

Company's annual report for 2011;

annual accounting statements for 2011, including auditor's opinion and conclusion of the Audit Commission;

evaluation of the auditor's opinion on the financial (accounting) statements of the Company for 2011 as prepared by the Audit Committee attached to the Board of Directors;

recommendations of the Company's Board of Directors on distribution of profit and losses of the Company following the results of the financial year 2011;

recommendations of the Company's Board of Directors on the amount of dividend payable on the Company's shares and the procedure for its payment;

information on candidates to the Board of Directors;

information on candidates to the Company's Audit commission;

information on availability or unavailability of written consent from the candidates nominated for election to the Board of Directors and the Audit Commission;

information on the choice of the Company auditor;

the Company's Articles of Association and registered amendments and supplements to the Articles of Association;

Company's draft Articles of Association as amended;

Provision on payment of remuneration to members of the Board of Directors of the Company;

 Provision on the procedure for calling and holding the Company's General Shareholders' Meeting;

draft Provision on the procedure for calling and holding the Company's General Shareholders' meeting, as amended;

draft decisions of the General meeting on the agenda Matters.

7. Establish that information (materials) about the Meeting has been made available to all the persons entitled to participate in the Meeting at the place of the Meeting (on the day of the Meeting) and during 30 days prior to the Meeting at the following addresses:

- Moscow, Arkhitektora Vlasova Str., 51 (on working days from 10.00 a.m. to 6.00 p.m. MSK), tel. (495) 122-05-55 ext. 1150; 1199;

- Moscow, Stromynka Str., 18, bld. 13, JSC Registrator R.O.S.T., (on working days from 10.00 a.m. to 6.00 p.m. MSK), tel. (495) 771-73-36;

- Krasnoyarsk, Respubliki Str., 51 (on working days from 10.00 a.m. to 6.00 p.m. local time), tel. 8-923-337-59-40, 8-913-031-71-04;

as well as on the Company's website: www.rushydro.ru.

8. Approve the form and text of the announcement on holding the meeting (Appendix 5).

9. Publish the announcement about the meeting in Izvestiya newspaper and post it on the Company's website on the internet, www.rushydro.ru no later than May 29, 2012.

Approve the form and the text of voting ballots at the Annual General Shareholders' Meeting of the Company (Appendixes 6 and 7).

10. Determine that the voting ballots for the meeting agenda Matters are sent by registered mail or delivered by hand against a signature to each person included in the list of individuals entitled to participate in the meeting, no later than June 08, 2012.

11. Determine that the filled-in voting ballots can be sent at the following mail address:

- 107996, Moscow, Stromynka Str., 18, POB 9, JSC Registrator R.O.S.T.

12. To determine when establishing a quorum and summing up the voting results, that votes submitted via voting ballots to the address as per clause 11 of the present decision, are taken into consideration only if they are received no later than two days prior to the date of holding Annual General Shareholders' Meeting, i.e. no later than on June 26, 2012 (inclusive) for the meeting in question

13. Elect Zavalko Maksim Valentinovich, Head of the Corporate Management Department of JSC RusHydro, to be secretary at the Meeting.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Motion passed.

 

 

 


 

Chairman of the Board of Directors                                              V. V. Tatsy

 

Corporate Secretary                                                            M. M. Lukyanova

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