Minutes of 14.05.2013 №181

MINUTES No. 181

OF THE BOARD OF DIRECTORS’ MEETING


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

May 14, 2013, 6 p.m.

(Moscow time).

Date of the minutes:

May 14, 2013

Form of voting:

absent voting.

Venue of vote count:

7 Malaya Dmitrovka Str., Moscow

JSC RusHydro

Number of the elected members of the Board of Directors:

13 persons.

Members of the Board of Directors

being present at the meeting:

B.I. Ayuyev

V.I. Danilov-Danilyan

E.V. Dod

V.V. Kudryaviy

D.A. Nozdrachev

M.I. Poluboyarinov

V.V. Pivovarov

According to the Federal Law On Joint-Stock Companies and the Company’s Articles of Association, there is the quorum for holding the meeting of the Board of Directors.


AGENDA OF THE MEETING:


  1. Election of the Chairman at the meeting of the Company’s Board of Directors.
  2. Foundation of the Committees under the Company's Board of Directors.

SUMMARY OF VOTING ON AGENDA ISSUES:


Issue 1: Election of the Chairman at the meeting of the Company’s Board of Directors.


Decision:

Victor Ivanovich Danilov-Danilyan is elected as a Chairman presiding over the meeting of the Board of Directors.


Vote summary:

For – 7 (B.I. Ayuyev, V.I. Danilov-Danilyan, E.V. Dod, V.V. Kudryaviy, D.A. Nozdrachev, M.I. Poluboyarinov, V.V. Pivovarov).

Against – 0.

Abstained – 0.

The decision has been passed.



Issue 2: Founding of the Committees under the Company's Board of Directors:


2.1. Founding of the Audit Committee under the Company's Board of Directors.


Decision:

1. Determine the quantitative representation of the Audit Committee under the Company's Board of Directors – 3 persons.

2. Include the following members in the Audit Committee under the Board of Directors of JSC RusHydro:


1.

Victor Ivanovich Danilov-Danilyan

- a member of the Board of Directors, JSC RusHydro,

an independent director

2.

Victor

Vasilyevich Kudryaviy

- a member of the Board of Directors, JSC RusHydro,

an independent director

3.

Denis

Aleksandrovich Nozdrachev

- a member of the Board of Directors, JSC RusHydro,

an independent director.

3. Nominate Victor Ivanovich Danilov-Danilyan as the Chairman of the Audit Committee under the Board of Directors of JSC RusHydro.


Vote summary:

For – 7 (B.I. Ayuyev, V.I. Danilov-Danilyan, E.V. Dod, V.V. Kudryaviy, D.A. Nozdrachev, M.I. Poluboyarinov, V.V. Pivovarov).

Against – 0.

Abstained – 0.

The decision has been passed.


2.2. Founding of the HR and Compensation Committee under the Company's Board of Directors.


Decision:

1. Include the following members in the HR and Compensation Committee under the Board of Directors of JSC RusHydro:


1.

Victor Ivanovich Danilov-Danilyan

- a member of the Board of Directors, JSC RusHydro,

an independent director

2.

Victor

Vasilyevich Kudryaviy

- a member of the Board of Directors, JSC RusHydro,

an independent director

3.

Denis

Aleksandrovich Nozdrachev

- a member of the Board of Directors, JSC RusHydro,

an independent director.

2. Nominate Victor Ivanovich Danilov-Danilyan as the Chairman of the HR and Compensation Committee under the Board of Directors of JSC RusHydro.


Vote summary:

For – 7 (B.I. Ayuyev, V.I. Danilov-Danilyan, E.V. Dod, V.V. Kudryaviy, D.A. Nozdrachev, M.I. Poluboyarinov, V.V. Pivovarov).

Against – 0.

Abstained – 0.

The decision has been passed.


2.3. Founding of the Reliability, Power Efficiency and Innovations Committee under the Company's Board of Directors.


Decision:

1. Determine the quantitative representation of the Reliability, Power Efficiency and Innovations Committee under the Company's Board of Directors – 11 persons.

2. Include the following members in the Fail-safety, Power efficiency and Innovations Committee affiliated with the Board of Directors of JSC RusHydro:


1.

Rakhmetulla Shamshiyevich Alzhanov

Deputy Chairman of the Management Board,

Chief Engineer of JSC RusHydro

2.

Evgeniy Nikolayevich Bellendir

Director for Scientific Activities, JSC RusHydro

3.

Boris Borisovich Bogush

a member of the Management Board, JSC RusHydro

4.

Mikhail Vasilyevich Bolgov

The acting Deputy General Director of the Water Problems Institute of the Russian Academy of Sciences (RAS)

5.

Eduard Petrovich Volkov

a member of the Board of Directors, JSC RusHydro

6.

Sergey Modestovich Voskresenskiy

a member of the Management Board, JSC RusHydro

7.

Victor Vasilyevich Kudryaviy

a member of the Board of Directors, JSC RusHydro

8.

Alexey Viktorovich Maslov

Deputy Chairman of the Management Board,

JSC RusHydro

9.

Sergey Anatolyevich Pavlushko

a member of the Management Board, UES Modes Management Director, Chief Dispatcher of JSC SO UES

10.

George Ilyich Rizhinashvili

Deputy Chairman of the Management Board,

JSC RusHydro

11.

Rasim Magsumovich Khaziakhmetov

Director for Technical Policy and Company Development.

3. Nominate Victor Vasilyevich Kudryaviy as the Chairman of the Reliability, Power Efficiency and Innovations Committee under the Board of Directors of JSC RusHydro.


Vote summary:

For – 7 (B.I. Ayuyev, V.I. Danilov-Danilyan, E.V. Dod, V.V. Kudryaviy, D.A. Nozdrachev, M.I. Poluboyarinov, V.V. Pivovarov).

Against – 0.

Abstained – 0.

The decision has been passed.


2.4. Founding of the Strategy Committee under the Company's Board of Directors.


Decision:

1. Determine the quantitative representation of the Strategy Committee under the Company's Board of Directors – 3 persons.

2. Include the following members in the Strategy Committee under the Company's Board of Directors:

1.

Evgeniy Evgenyevich Gorev

a member of the Management Board, JSC RusHydro

2.

Victor Ivanovich Danilov-Danilyan

a member of the Board of Directors, JSC RusHydro

3.

Andrey Borisovich Malyshev

President of JSC Group E4

4.

Mikhail Alekseyevich Mantrov

Deputy Chairman of the Management Board,

JSC RusHydro

5.

Valentin Efimovich Mezhevich

a member of the Federation Council of the Federal Assembly of the Russian Federation

6.

Vyacheslav Viktorovich Pivovarov

a member of the Board of Directors, JSC RusHydro

7.

George Ilyich Rizhinashvili

Deputy Chairman of the Management Board,

JSC RusHydro

8.

Maria Gennadyevna Tikhonova

Secretary of the Interdepartmental Commission for Evaluation of the Operation Efficiency of the Organizations in the Fuel and Energy Complex

9.

Nikolay Grigoryevich Shulginov

First Deputy Chairman of the Management Board, JSC SO UES.

3. Nominate Andrey Borisovich Malyshev as the Chairman of the Strategy Committee under the Board of Directors of JSC RusHydro.


Vote summary:

For – 7 (B.I. Ayuyev, V.I. Danilov-Danilyan, E.V. Dod, V.V. Kudryaviy, D.A. Nozdrachev, M.I. Poluboyarinov, V.V. Pivovarov).

Against – 0.

Abstained – 0.

The decision has been passed.


2.5. Founding of the Investment Committee under the Company's Board of Directors.


Decision:

1. Determine the quantitative representation of the Investment Committee under the Company's Board of Directors – 9 persons.

2. Include the following members in the Investment Committee under the Company's Board of Directors:

1.

Ilya Nikolayevich Gubin

a member of the Board of Directors, JSC RusHydro

2.

Victor Ivanovich Danilov-Danilyan

a member of the Board of Directors, JSC RusHydro

3.

Alexander Vladimirovich Ilyenko

a member of the Management Board, Director for Development Management of UES JSC SO UES

4.

Denis Aleksandrovich Nozdrachev

a member of the Board of Directors, JSC RusHydro

5.

Mikhail Alekseyevich Mantrov

Deputy Chairman of the Management Board, JSC RusHydro

6.

Alexey Viktorovich Maslov

Deputy Chairman of the Management Board, JSC RusHydro

7.

Vyacheslav Viktorovich Pivovarov

a member of the Board of Directors, JSC RusHydro

8.

George Ilyich Rizhinashvili

Deputy Chairman of the Management Board, JSC RusHydro

9.

Maria Gennadyevna Tikhonova

Secretary of the Interdepartmental Commission for Evaluation of the Operation Efficiency of the Organizations in the Fuel and Energy Complex

3. Nominate Denis Aleksandrovich Nozdrachev as the Chairman of the Investment Committee under the Board of Directors of JSC RusHydro.


Vote summary:

For – 7 (B.I. Ayuyev, V.I. Danilov-Danilyan, E.V. Dod, V.V. Kudryaviy, D.A. Nozdrachev, M.I. Poluboyarinov, V.V. Pivovarov).

Against – 0.

Abstained – 0.

The decision has been passed.






Chairman presiding over the meeting            V.I. Danilov-Danilyan 


Corporate Secretary                                   M.M. Lukyanova

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